10-Q - ECXJ - Equibles

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 November 30, 2024

☐

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	Outstandingat January 7, 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 November 30, 2024 (unaudited) and May 31, 2024 (audited)	4
	Condensed Consolidated Statements of Operations and Comprehensive (Loss)/Income for the Three Months and Six Months Ended November 30, 2024 and 2023 (unaudited)	5
	Condensed Consolidated Statement of Changes in Stockholders’ Equity for the Three Months and Six Months Ended November 30, 2024 and 2023 (unaudited)	6
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended November 30, 2024 and 2023 (unaudited)	8
	Notes to Condensed Consolidated Financial Statements	9-28
ITEM<br> 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	29
ITEM<br> 3.	Quantitative and Qualitative Disclosures About Market Risk	33
ITEM<br> 4.	Controls and Procedures	33
PART II	OTHER INFORMATION	34
ITEM<br> 1.	Legal Proceedings	34
ITEM<br> 2.	Unregistered Sales of Equity Securities and Use of Proceeds	34
ITEM<br> 3.	Defaults Upon Senior Securities	34
ITEM<br> 4.	Mine Safety Disclosures	34
ITEM<br> 5.	Other Information	34
ITEM<br> 6.	Exhibits	34
Signatures		35

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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.

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 NOVEMBER 30, 2024 and May 31, 2024

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

		May 31, 2024
		Audited

ASSETS
CURRENT ASSETS
Cash and cash equivalents
Accounts receivables
Prepayments
Deposits and other receivables
Amount 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, deposit received and other payables
Amount due to a related party
Amount due to a director
Amount due to a related party and directors
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 101,710,517 shares issued and outstanding as of November 30, 2024 and May 31, 2024 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)/INCOME

FOR

THE THREE MONTHS AND SIX MONTHS ENDED NOVEMBER 30, 2024

and

2023

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

	2024		2023		2024		2023
	For The Three Months Ended November 30,				For The Six Months Ended November 30,
	2024		2023		2024		2023
	Unaudited		Unaudited		Unaudited		Unaudited

REVENUE
COST OF REVENUE		)		)		)		)
GROSS PROFIT
OTHER INCOME/(EXPENSES)						)
SELLING AND DISTRIBUTION EXPENSES		)		)		)		)
GENERAL AND ADMINISTRATIVE EXPENSES		)		)		)		)
(LOSS)/PROFIT FROM OPERATIONS		)				)		)
INTEREST INCOME
(LOSS)/PROFIT BEFORE INCOME TAX		)				)		)
INCOME TAXES EXPENSE		)				)
(LOSS)/PROFIT AFTER TAXATION		)				)		)
Less: Non-controlling Interest								)
(LOSS)/PROFIT ATTRIBUTABLE TO SHAREHOLDERS		)				)		)
Other comprehensive income/(loss):
- Foreign exchange adjustment gain/(loss)				)
COMPREHENSIVE (LOSS)/INCOME		)				)		)
Net (loss)/income 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 CHANGES IN STOCKHOLDERS’ EQUITY

FOR

THE THREE MONTHS AND SIX MONTHS ENDED NOVEMBER 30, 2024

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

(Unaudited)

ForThe Three Months Ended November 30, 2024

****	Number of Shares		Amount	Paid-In Capital	Comprehensive Income	Accumulated<br> Deficit	****	Controlling<br> Interest	Stockholders’<br>Equity	****
	Common Stock			Additional	Accumulated Other			Non-	Total
****	Number of Shares		Amount	Paid-In Capital	Comprehensive Income	Accumulated<br> Deficit	****	Controlling<br> Interest	Stockholders’<br>Equity	****

Balance as of August 31, 2024		101,710,517					)
Common Stock Issued		560,000
Accumulated Other Comprehensive Income		-
Net Loss		-					)			)
Balance as of November 30, 2024		102,270,517					)

All values are in US Dollars.

ForThe Six Months Ended November 30, 2024

	Common Stock			Additional	Accumulated Other			Non-	Total
****	Number of Shares		Amount	Paid-In Capital	Comprehensive Income	Accumulated<br> Deficit	****	Controlling<br> Interest	Stockholders’<br>Equity	****

Balance as of May 31, 2024		101,710,517					)
Common Stock Issued		560,000
Accumulated Other Comprehensive Income		-
Net Loss		-					)			)
Balance as of November 30, 2024		102,270,517					)

All values are in US Dollars.

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CXJ

GROUP CO., LIMITED

CONDENSED

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR

THE THREE MONTHS AND SIX MONTHS ENDED NOVEMBER 30, 2023

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

(Unaudited)

ForThe Three Months Ended November 30, 2023

	Common Stock			Additional	Accumulated Other				Non-	Total
****	Number of Shares		Amount	Paid-In Capital	Comprehensive Income	****	Accumulated<br> Deficit	****	Controlling<br> Interest	Stockholders’<br> Equity	****

Balance as of August 31, 2023		101,710,517						)
Accumulated Other Comprehensive Loss		-				)					)
Net Profit		-
Non-controlling Interest		-
Balance as of November 30, 2023		101,710,517						)

All values are in US Dollars.

ForThe Six Months Ended November 30, 2023

	Common Stock			Additional	Accumulated Other				Non-		Total
****	Number of Shares		Amount	Paid-In Capital	Comprehensive Income	****	Accumulated<br> Deficit	****	Controlling<br> Interest	****	Stockholders’<br> Equity	****

Balance as of May 31, 2023		101,710,517						)
Balance		101,710,517						)
Disposal Of Subsidiary								)		)		)
Accumulated Other Comprehensive Income		-				)
Net Loss		-						)				)
Net profit (loss)		-						)				)
Non-controlling Interest		-								)		)
Balance as of November 30, 2023		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 SIX MONTHS ENDED NOVEMBER 30, 2024 and 2023

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

(Unaudited)

	2024		2023
	For The Six Months Ended November 30,
	2024		2023

CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss		)		)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation of property and equipment
Amortization of right-of-use assets
Amortization of intangible assets
Impairment of intangible assets
Changes in operating assets and liabilities:
Accounts receivables				)
Prepayments, deposits and other receivables
Inventories		)		)
Accounts payable				)
Advanced received				)
Accrued liabilities, deposit received and other payables		)
Operating lease expenses		)		)
Net cash used in operating activities		)		)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment				)
Purchase of intangible assets		)
Disposal of subsidiary, net of cash disposed				)
Net cash used in investing activities		)		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from share issuance
Advances from/(to) related parties				)
Advances to directors
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 year
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 SIX MONTHS ENDED NOVEMBER 30, 2024 and year ended may 31, 2024

EXPRESS

IN UNITED STATES DOLLARS

(Unaudited)

Note1. Company Overview

CXJ Group Co., Limited (“we”, “us”, the “the Company” or “ECXJ”) was originally incorporated in State of Nevada on August 20, 1998 under the name Global II, Inc and underwent several name changes prior to its current name. Until August 2019, the Company was known as Global Entertainment Corp., which was a dormant company.

On March 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.

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.

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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.

The share price is based on the selling price as of June 9,

After issuance of new shares, the Purchaser owing 0.18% equity of Company.

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.

The share price is based on the selling price as of June 9,

After issuance of new shares, the Purchaser owing 0.22% equity of Company.

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.

The share price is based on the selling price as of June 9,

After issuance of new shares, the Purchaser owing 0.42% equity of Company.

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.

Note2. Summary of Significant Accounting Policies

(a)Basis of presentation and liquidation

The condensed consolidated balance Sheets as of November 30, 2024 and May 31, 2024 and the condensed consolidated statements of operations and comprehensive (loss)/income , shareholders’ equity, and cash flow for the six months ended November 30, 2024 and 2023 have been prepared by the Company is in conformity with generally accepted accounting principles in the United States (“US GAAP”).

The

Company incurred net loss of $143,693 and net profit of $203,216 during the three months ended November 30, 2024 and 2023, respectively. As of November 30, 2024 and May 31, 2024, the Company had an accumulated deficit of $5,548,740 and $5,363,480, respectively. The Company’s net cash used in operations was $397,664 for the six months ended November 30, 2024.

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As

of November 30, 2024 and May 31, 2024, the Company had cash and cash equivalents of $352 and $2,521, and current liabilities of $1,803,535 and $1,979,652 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.

(b)Going Concern Uncertainties

The

accompanying unaudited condensed consolidated financial statements have been prepared in conformity with U.S. GAAP which contemplates continuation of the Company as a going-concern basis. The going-concern basis assumes that assets are realized, and liabilities are settled in the ordinary course of business at amounts disclosed in the unaudited condensed consolidated financial statements. The Company’s ability to continue as a going concern depends upon its ability to market and sell its products to generate positive operating cash flows. The Company has an accumulated deficit of $5,548,740 and $5,363,480 as of November 30, 2024 and May 31, 2024 respectively. During the period three months ended November 30, 2024 and 2023, the Company generated a net loss $143,693 and net profit $203,216 respectively. Furthermore, the Company recorded a net cash outflow of $397,664 and $542,850 from operating activities as of November 30, 2024 and 2023 respectively.

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 further develop our online and offline marketing platform and internal enterprise resource planning system (ERP) by engaging an external IT company during 2025.

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.

(c)Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements include the financial statements of the Company, its subsidiaries and the VIE. All significant inter-company transactions and balances between the Company, its subsidiaries and the VIE have been eliminated upon consolidation.

To comply with PRC laws and regulations, the Company provides trading of motor oil, auto parts, exhaust gas cleaners and brand name management services in China via its VIE, which hold critical operating licenses that enable the Company to do business in China. Substantially all of the Company’s revenues, costs and net 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.

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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<br> <br>%	Nature of Operation	Place of Incorporation
CXJ Investment Group Company Ltd <br>(BVI CXJ)	2020/2/19	US CXJ	100%	Investment holding	British Virgin Islands
CXJ (HK) Technology Group Company Ltd <br>(HK CXJ)	2020/3/11	BVI CXJ	100%	Investment holding	Hong Kong, PRC
CXJ (Shenzhen) Technology Co., Ltd <br>(SZ CXJ)	2020/5/26	HK CXJ	100%	Investment holding	PRC
VIE:
CXJ Technology (Hangzhou) Co., Ltd <br>(HZ CXJ)	2019/3/28	SZ CXJ	100%	Trading, brand name management fee and consultancy services	PRC
Qingdao Hong Run Kuo Ye Network Technology Co., Ltd <br>(QD CXJ)	2019/8/19	HZ CXJ	100%	Trading and consultancy services	PRC
Xishijie Automobile Industry Ecology Technology Co., Ltd (formerly known as Shenzhen Lanbei Ecological Technology Co., Ltd) <br>(SZ Lanbei)	2020/10/28	HZ CXJ	51%	Trading and consultancy services	PRC
Longkou Xianganfu Trading Co., Ltd. <br>(Longkou CXJ)	2018/4/23	SZ CXJ	100%	Trading and consultancy services	PRC

The Company disposed 51% equity interest of Xishijie Automobile Industry Ecology Technology Co., Ltd (formerly known as Shenzhen Lanbei Ecological Technology Co., Ltd) on August 1, 2023 to third party with consideration RMB1.

(d)Use of Estimates

The preparation of unaudited condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Certain significant accounting policies that contain subjective management estimates and assumptions include those related to going concern, current expected credit loss, 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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(e)Foreign Currency

The Company translates its foreign operations to the U.S. dollar in accordance with ASC 830, “Foreign Currency Matters”.

The reporting currency for the Company and its subsidiaries is the U.S. dollar. The Company, BVI CXJ and HK CXJ’s functional currency is the U.S. dollar; SZ CXJ and their VIEs and subsidiary which are incorporated in PRC use the Chinese Renminbi (“RMB”) as their functional currency.

The Company’s subsidiaries, whose records are not maintained in that company’s functional currency, re-measure their records into their functional currency as follows:

●	Monetary<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

		2023

		2023
Period-end RMB: US1 exchange rate	7.24		7.24
Period-average RMB: US1 exchange rate	7.12		7.21
Exchange rate	7.12		7.21

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.

(f)Cash and Cash Equivalents

Cash and cash equivalents consist of cash on hand, demand deposits placed with banks or other financial institutions and have original maturities of less than three months. The Company’s primary bank deposits are located in the USA and the PRC.

(g)Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable is presented net of allowance for doubtful accounts. Our accounts receivable consists mainly of trade receivables derived from selling of motor oil and auto parts with contractual payment terms. The provision for doubtful accounts reflects the current estimate of credit losses expected to be incurred over the life of the financial asset, based on historical experience, current conditions and reasonable forecasts of future economic conditions.

Further, we evaluate the collectability of our accounts receivable and if there is doubt that we will collect the full amount, we will record a reserve specific to that customer’s receivable balance. There was no provision for doubtful accounts for the period ended November 30, 2024.

(h)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.

i)Property and equipment

Property and equipment are stated at cost, less depreciation, amortization and impairments. Depreciation and amortization of property and equipment are provided using the straight-line method. The estimated useful lives for computer equipment, computer software, engineering and test equipment and furniture and fixtures are generally three to five years. Leasehold improvements are amortized over the lesser of their estimated useful lives or their respective lease terms, which are generally five to ten years. Buildings are being depreciated over twenty-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.

(j)Prepayments

Prepayments are mainly consisted of prepaid income tax, rental, prepayments for consulting fee and advances to suppliers.

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(k)Intangible Assets

The intangible assets consist of costs occurred to develop the software and purchased patents for business operations. We evaluate intangible assets for impairment when factors indicate that the carrying value of an asset may not be recoverable. When factors indicate that such assets should be evaluated for possible impairment, we review whether we will be able to realize our intangible assets by analyzing the projected undiscounted cash flows in measuring whether the asset is recoverable.

If an asset is considered impaired, a loss is recognized based on the amount by which the carrying amount exceeds the fair market value of the asset. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.

The

Company recognized an impairment loss on intangible assets amounted to $1,597 and $0 during the period ended November 30, 2024 and 2023 respectively.

(l)Impairment of Long-lived Assets Other Than Goodwill

The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of assets may not be recoverable. Impairment may be the result of becoming obsolete from a change in the industry or new technologies. Impairment is present if the carrying amount of an asset is less than its undiscounted cash flows to be generated.

(m)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 if an event or other circumstance indicates that it may not recover the carrying value of the asset. If a qualitative assessment indicates that it is more likely than not that the carrying value of a reporting unit goodwill exceeds its fair value, a quantitative impairment test is performed. If the carrying amount of the reporting unit exceeds the fair value of the reporting unit, an impairment charge is recorded for the amount by which the carrying amount exceeds the fair value, not to exceed the amount of goodwill recorded for that reporting unit.

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.

(n)Fair Value of Financial Instruments

The Company accounts for financial instruments in accordance to ASC Topic 820, “Fair Value Measurements and Disclosures,” which requires disclosure of the fair value of financial instruments held by the Company and ASC Topic 825, “Financial Instruments,” which defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the condensed consolidated balance sheets for financial assets and liabilities, which primarily consist of cash and cash equivalents, accounts receivable, prepayments and other current assets, accounts payable, accrued liabilities, customer advances, are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows:

● Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.

● Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

● Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.

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(o)Revenue Recognition

In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contracts, which includes (1) identifying the contracts or agreements with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the services it transfers to its clients.

Under Topic 606, revenues are recognized when the promised products have been confirmed of delivery or services have been transferred to the consumers in amounts that reflect the consideration the customer expects to be entitled to in exchange for those 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.

ProductRevenue

We generate revenue primarily from the sales of motor oil, auto parts and automobile exhaust cleaners 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 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.

ServiceRevenue

We also generate revenue from brand name authorization fee and brand name management service under separate contracts. Revenue from brand name authorization and management services include service fees for provision of brand name “teenage hero car” to our customers, and provision of management service. Revenue from the maintenance service to the customers 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.

(p)Sales and Distribution Expense

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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(q)General and Administrative Expenses

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

(r)Operating Leases

The Company recognizes its leases in accordance with ASC 842 - Leases. Under ASC 842, operating lease right-of-use (“ROU”) assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. The initial lease liability is equal to the future fixed minimum lease payments discounted using the Company’s incremental borrowing rate, on a secured basis. The lease term includes option renewal periods and early termination payments when it is reasonably certain that the Company will exercise those rights. The initial measurement of the ROU asset is equal to the initial lease liability plus any initial direct costs and prepayments, less any lease incentives. The Company elected the short-term lease exemption for contracts with lease terms of 12 months or less. The Company accounts for the lease and non-lease components of its leases as a single lease component. Lease expense is recognized on a straight-line basis over the lease term.

(s)Value-added Taxes

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 recoverables 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.

(t)Income Taxes

The Company followed the liability method of accounting for income taxes in accordance with ASC 740, Income Taxes, or ASC 740. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the period in which the differences are expected to reverse. The Company recorded a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rate is recognized in tax expense in the period that includes the enactment date of the change in tax rate.

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The Company accounted for uncertainties in income taxes in accordance with ASC 740. Interest and penalties related to unrecognized tax benefit recognized in accordance with ASC 740 are classified in the consolidated statements of comprehensive loss as income tax expense.

(u)Employee Benefit Expenses

As stipulated by the regulations of the PRC, full-time employees of the Company are entitled to various government statutory employee benefit plans, including medical insurance, maternity insurance, workplace injury insurance, unemployment insurance and pension benefits through a PRC government-mandated multi-employer defined contribution plan. The Company is required to make contributions to the plan and accrues for these benefits based on certain percentages of the qualified employees’ salaries.

(v)Comprehensive (Loss) Income

Comprehensive (loss) income is defined as the changes in equity of the Company during a period from transactions and other events and circumstances excluding transactions resulting from investments by owners and distributions to owners. Among other disclosures, ASC 220, Comprehensive Income, requires that all items that are required to be recognized under current accounting standards as components of comprehensive income be reported in a financial statement that is displayed with the same prominence as other financial statements. For each of the periods presented, the Company’s comprehensive (loss) income includes net loss and foreign currency translation adjustment and is presented in the consolidated statements of operations and comprehensive (loss) income.

(w)Earnings Per Share

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

(x)Segment Reporting

The Company reports each material operating segment in accordance with ASC 280, “Segment Reporting”. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker 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 only one operating segment.

(y)Recently Issued Accounting Standards

During the period ended November 30, 2024, there have been no new, or existing, recently issued accounting pronouncements that are of significance, or potential significance, that impact the Company’s consolidated financial statements.

Note3. 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.

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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 will share profits and risks and losses in proportion to the equity. Lixin Cai will become the legal representative of Shenzhen Lanbei Ecological Technology Co., Ltd.

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 comes into effect, Longkou Xianganfu Trading Co., Lt will share profits and risks and losses in proportion to the equity. Rudong Shi will become the legal representative of Longkou Xianganfu Trading Co., Lt.

The share price is based on the selling price as of June 9,

After issuance of new shares, the Purchaser owing 0.18% equity of Company.

The share price is based on the selling price as of June 9,

After issuance of new shares, the Purchaser owing 0.22% equity of Company.

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. The share price is based on the selling price as of June 9, 2022. After issuance of new shares, the Purchaser owing 0.42% equity of Company.

Note4. VIE Structure and Arrangements

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:

(a)Exclusive Consulting and Services Agreement

The wholly foreign owned enterprise (“WFOE”) has the exclusive right to provide technical service, marketing and management consulting service, financial support service and human resource support services to the VIE, and the VIE is required to take all commercially reasonable efforts to permit and facilitate the provision of the services by WFOE. As compensation for providing the services, WFOE is entitled to receive service fees from the VIE equivalent to the WFOE’s cost plus certain percentage of such costs as calculated on accounting policies generally accepted in the PRC. The WFOE and the VIE agree to periodically review the service fee and make adjustments as deemed appropriate. The term of the Technical Services Agreement is perpetual, and may only be terminated upon written consent of both parties.

(b)Equity Pledge Agreement

The VIE’s shareholders pledged all of their equity interests in VIE (the “Collateral”) to WFOE, our wholly owned subsidiary in PRC, as security for the performance of the obligations to make all the required technical service fee payments pursuant to the Technical Services Agreement and for performance of the VIEs’ Shareholders’ obligation under the Call Option Agreement. The terms of the Equity Pledge Agreement expire upon satisfaction of all obligations under the Technical Services Agreement and Call Option Agreement.

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(c)Exclusive Option Agreement

The VIEs’ Shareholders granted an exclusive option to WFOE, or its designee, to purchase, at any time and from time to time, to the extent permitted under PRC law, all or any portion of the VIE’s shareholders’ equity in the VIE. The exercise price of the option shall be determined by WFOE at its sole discretion, subject to any restrictions imposed by PRC law. The term of the agreement is until all of the equity interest in the VIE held by the VIEs’. Shareholders are transferred to WFOE, or its designee and may not be terminated by any part to the agreement without consent of the other parties.

(d)Power of Attorney

The VIE’s shareholders granted WFOE the irrevocable right, for the maximum period permitted by law, all of its voting rights as shareholders of the VIE. The VIE’s shareholders may not transfer any of its equity interest in the VIE to any party other than WFOE. The Power of Attorney agreements may not be terminated except until all of the equity in VIEs has been transferred to WFOE or its designee.

Note5. Shareholders’ Equity

The

Company has 490,000,000 shares of common stock authorized with a par value of $0.001 per share as of November 30, 2024 and May 31, 2024.

On October 4, 2019, Xinrui Wang (the “Seller”), entered into a Stock Purchase Agreement 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

September 1, 2024, the Company completed the issuance and sales of an aggregate of 160,000 shares at a price of $0.657 per share 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 Zhongxin Lei (the “Purchaser”), pursuant to the Subscription Agreement dated as of September 1, 2024 between the Company and the Purchaser. The net proceeds to the Company amounted to $105,128. The $105,128 in proceeds went directly to the Company as working capital.

On

September 1, 2024, the Company completed the issuance and sales of an aggregate of 200,000 shares at a price of $0.675 per share 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 Shiguo Wang (the “Purchaser”), pursuant to the Subscription Agreement dated as of September 1, 2024 between the Company and the Purchaser. The net proceeds to the Company amounted to $135,000. The $135,000 in proceeds went directly to the Company as working capital.

On

September 2, 2024, the Company completed the issuance and sales of an aggregate of 200,000 shares at a price of $0.648 per share 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 Shiguo Wang (the “Purchaser”), pursuant to the Subscription Agreement dated as of September 2, 2024 between the Company and the Purchaser. The net proceeds to the Company amounted to $129,600. The $129,600 in proceeds went directly to the Company as working capital.

Note6. Concentration of Risk

(a)Major Customers

For the three months and six months ended November 30, 2024 and 2023, there was no customers who accounted for 10% or more of the Company’s revenue nor with significant outstanding receivables.

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(b)Major Suppliers

For the three months and six months ended November 30, 2024 and 2023, the vendors who accounted for 10% or more of the Company’s total purchase are presented as follows:

Schedule of Major Suppliers

	For The Three Months Ended November 30,		For The Three Months Ended<br> November 30,
	2024	2023	2024			2023
			%			%
Foshanshi Yuansheng Blue Sea Automobile Technology Service Co., Ltd				97	%		16	%
Hubei Shuqi New Technology Co., Ltd				-			21	%
Guangzhou Kashide Car Accessories Co., Ltd				1	%		4	%
Bingzhou Yunfei New Energy Co., Ltd				-			23	%
Total				98	%		64	%

All values are in US Dollars.

	For The Six Months Ended November 30,		For The Six Months Ended<br> November 30,
	2024	2023	2024			2023
			%			%
Foshanshi Yuansheng Blue Sea Automobile Technology Service Co., Ltd				58	%		36	%
Hubei Shuqi New Technology Co., Ltd				-			7	%
Guangzhou Kashide Car Accessories Co., Ltd				1	%		14	%
Bingzhou Yunfei New Energy Co., Ltd				-			14	%
Total				59	%		71	%

All values are in US Dollars.

Note7. Account Receivables, Net

As

of November 30, 2024 and May 31, 2024, there are no allowance for expected credit loss, our accounts receivables are $58,077 and $59,286 respectively.

Note8. Prepayments

As

of November 30, 2024 and May 31, 2024, prepayments are $327,069 and $325,931 respectively.

Schedule of Prepayments

	November 30, 2024	May 31, 2024	Increase/
	(unaudited)	(audited)	(Decrease)

Prepayments

All values are in US Dollars.

Prepayments

balance $327,069 consist of advances to suppliers for providing goods and services. As of November 30, 2024 and May 31, 2024, the prepayments balances are $327,069 and $325,931 respectively, as compared that is an increase of $1,138, the increment is mainly due to advances to suppliers for goods and services.

Note9. Deposits and Other Receivables

Deposit and other receivables consist of the following as of November 30, 2024 and May 31, 2024:

Schedule of Deposits and Other Receivables

	November 30, 2024	May 31, 2024	Increase/
****	(unaudited)	(audited)	(Decrease)	****

Deposits paid
Other receivables				)
Total				)

All values are in US Dollars.

Deposits

balance $14,618 is deposits paid to landlord for renting office and warehouse. Other receivables balance $10,152 is the advances to staff for business conference and function, travelling expenses and office expenses.

As

of November 30, 2024 and May 31, 2024, the deposit and other receivables balances are $24,770 and $27,008 respectively, as compared that is a decrease of $2,238. The decrement is mainly due to decrease in staff advance $3,661 and offset increase in deposit $1,423.

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Note10. Property and Equipment

Property and equipment are recorded at cost. Depreciation is computed using the straight-line method over estimated useful lives of three to five years.

Property and equipment consist of the following:

Schedule of Property and Equipment

	November 30, 2024		May 31, 2024
	(unaudited)		(audited)

Property and Equipment
Less: Accumulated depreciation		)		)
Foreign translation difference		)		)
Total property and equipment, net

All values are in US Dollars.

Note11. 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 developed cost of software $1,592 is capitalized during the period ended November 30, 2024.

As

of November 30, 2024, the intangible assets were impaired due to no projected undiscounted cash flow in future. The intangible assets balances are $0 for both the period ended November 30, 2024 and May 31, 2024. The impairment loss incurred during the period ended November 30, 2024 is $1,597.

Schedule of Intangible Assets

	November 30, 2024		May 31, 2024
	(unaudited)		(audited)

Purchased patents and developed software
Add: Capitalization of software
Less: Accumulated amortization		)		)
Less: Accumulated impairment of intangible assets		)		)
Foreign translation difference		)		)
Total purchased patents and developed software, net

All values are in US Dollars.

Note12. Business Combination and Goodwill

On

May 28, 2020, ECXJ completed the acquisition of 100% equity interest of HZ CXJ. The Company are 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.

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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
Due from a related party
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 an impairment charge of $1,049,984 in the fourth quarter of 2024. This non-cash impairment charge is presented within the General & Administrative Expenses line for 2024 in the accompanying Consolidated Statements of Operations. As at November 30, 2024, the goodwill balance is $1,742,577.

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 2024. 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 Company will continue to evaluate the recoverability of goodwill at the reporting unit level on an annual basis and whenever events or changes in circumstances indicate there may be a potential impairment. If the operating results of the Company’s reporting units deteriorate in the future, it may cause the fair value of one or more of the reporting units to fall below their carrying value, resulting in additional goodwill impairment charges.

The

goodwill value $4,763,015 is occurred on the acquisition. The impairment loss on goodwill of $1,049,984 and $641,050, were recognized during the year ended May 31, 2024 and 2023 respectively. The impairment loss on goodwill of $0 and $0, were recognized during the three months period ended November 30, 2024 and 2023 respectively. As of November 30, 2024, the balance of goodwill is $1,742,577.

During the annual impairment assessment, a quantitative assessment was conducted, which involved estimating the fair value of the reporting unit using the income approach.

Key assumptions in the quantitative assessment included:

(i) Discount rate: 16%

(ii) Projected sales and cost of sales: Based on a five-year forecast. Total sales and cost of sales are linked to the additional stores in operations for each year in the forecasted period.

(iii) Terminal growth rate: 2%

(iv) Inflation rate: 2%

The use of the estimates in the quantitative assessment are highly judgmental and actual results may differ significantly from what is currently assessed. Accordingly, fluctuations in any of the key attributes may result in a significant change in the projected cashflows underlying the quantitative assessment, which could have a material impact on the assessed values of goodwill.

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The summary of impairment loss on goodwill is as below:

Schedule of Impaired 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

All values are in US Dollars.

Disposalof subsidiary

On August 1, 2023, HZ CXJ disposed 51% of its equity interest of Xishijie Automobile Industry Ecology Technology Co., Ltd (formerly known as Shenzhen Lanbei Ecological Technology Co., Ltd) with the purchase consideration RMB1 in cash.

The purchase price was allocated on the disposal date of Xishijie Automobile Industry Ecology Technology Co., Ltd (formerly known as Shenzhen Lanbei Ecological Technology Co., Ltd) as follow:

Schedule of Purchase Price Allocated on Acquisition

	As of August 1, 2023

Cash at banks and in hand
Trade receivables
Inventory on hand
Prepayments, other receivables and deposits
Due from a related party
Operating lease right-of-use assets
Total assets

All values are in US Dollars.


Account<br> Payables	(10,589
Accrued<br> liabilities, other payables and deposits received	(15,656
Due<br> to a related company	(11,157
Operating<br> lease liabilities, net of current portion	(4,135
Total liabilities	(41,537
Net<br> tangible assets	43,388
Share<br> of 49% of non-controlling interest	21,260
51%<br> of equity interest	22,128
Other<br> comprehensive income	3,101
Loss on disposal	25,229
Total purchase price	-

All values are in US Dollars.

The

loss on disposal $25,229 is occurred on the disposal during the year ended May 31, 2024.

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Note13. 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 years ended May 31, 2022 and 2021, 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 November 30, 2024 and November 30, 2023, respectively:

Schedule of Reconciles the PRC Statutory Rates to the Company’s Effective Tax Rate


PRC statutory rate	25	%	25	%
Net operating losses for which no deferred tax assets were 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 and six months ended November 30, 2024 and November 30, 2023, respectively are as follows:

Schedule of Income Tax Expense

	2024	2023
	For The Three Months Ended November 30,
	2024	2023

Current
Deferred
Income tax expense

All values are in US Dollars.

	2024		2023
	For The Six Months Ended November 30,
	2024		2023

Current		)
Deferred
Income tax expense

All values are in US Dollars.

Income

tax expense $34,754 is included income tax income $2,263 and deferred income tax expense $37,017.

Income

tax income $2,263 included income tax refund $3,475 from previous year and tax expenses $1,212 for the period ended August 31, 2024. Income tax expense $37,017 is the deferred income tax expense for the year ended May 31, 2022.

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Note14. Accounts Payable

Accounts payable consists of the following:

Schedule of Accounts Payable

	November 30, 2024	May 31, 2024	Increase/
	(unaudited)	(audited)	(Decrease)

Accounts Payable

All values are in US Dollars.

The

account payable balance of $100,307 includes payable to vendors for motor oil and auto parts.

Note15. Advanced Received

Advanced received consists of the following:

Schedule of Advance Received

	November<br> 30, 2024	May<br> 31, 2024	Increase/
	(unaudited)	(audited)	(Decrease)

Advanced<br> Received

All values are in US Dollars.

Advanced

received balance $677,520 consists of advances from customer for brand name administrative fees $353,140 and providing of goods and services $324,380.

As

of November 30, 2024 and May 31, 2024, the advance received are $677,520 and $607,617 respectively, as compared that is an increase of $69,903. The increment is mainly due to increase in advanced received of brand name administrative fees $142,588 and offset decrease of goods and services $72,685.

Note16. Accrued Expenses, Deposit Received and Other Payables

Accrued expenses, deposit received and other payables consist of the following:

Schedule of Accrued Expenses, Deposit Received and Other Payable

	November 30, 2024	May 31, 2024	Increase/
	(unaudited)	(audited)	(Decrease)

Accrued Expenses				)
Deposit Received
Other Payables				)
Total				)

All values are in US Dollars.

Accrued

expenses balance $459,365 consists payroll related costs, legal fee, audit fee and VAT payable. Deposit received balance $66,989 is the warranty for usage of brand name. Other payables balance $112,431 includes the provision $82,873 for business dispute with a customer in the year 2020, short term borrowing from third party $20,580 and $8,978 is the refundable intention fees.

As

of November 30, 2024 and May 31, 2024, the accrued expenses, deposit received and other payables balances are $638,785 and $938,098 respectively, as compared that is a decrease of $299,313. The decrement is mainly due to short term borrowing from third party $227,607 and accrued expenses $71,706 for consultancy fee, audit fee and payroll related costs and.

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Note17. Related Party Transaction

Amounts due from related parties as of November 30, 2024 and May 31, 2024 are as follows:

Schedule of Related Party Transaction

Amountsdue from related parties

	Relationship with the Company	November 30, 2024	May 31, 2024
		(unaudited)	(audited)

New Charles Technology Group Limited	Controlled by Lixin Cai
Hangzhou Xieli Internet Technology Co., Ltd	Controlled by Cuiyao Luo
Total

All values are in US Dollars.

As

of November 30, 2024, the Company paid expenses $300 on behalf of New Charles Technology Group Limited and advanced a short term loan $81,603 to Hangzhou Xielie Internet Technology Co., Limited to pay administrative expenses, which is unsecured, interest-free and repayable on demand.

Amountsdue to a related party

	Relationship<br> with the Company	November<br> 30, 2024	May<br> 31, 2024
		(unaudited)	(audited)

Cuiyao<br> Luo	CFO<br> & major shareholder

All values are in US Dollars.

As

of November 30, 2024, Cuiyao Luo advanced $330,892 to the company as working capital and to pay administrative expenses, which is unsecured, interest-free and payable on demand for working capital purpose.

Note18. Amount Due To A Director

Amount due to a director as of November 30, 2024 and May 31, 2024 are as follows:

Schedule of Amount Due To Director

	Relationship with the Company	November 30, 2024	May 31, 2024
		(unaudited)	(audited)

Rudong Shi	Director

All values are in US Dollars.

As

of November 30, 2024, Rudong Shi advanced $9,530 to the company as working capital and to pay administrative expenses, which is unsecured, interest-free and payable on demand for working capital purpose.

Note19. 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 November 30, 2024 and May 31, 2024:

Summary of Operating Leases Assets and Liabilities

Assets/liabilities	Classification	November 30, 2024	May 31, 2024
Assets
Operating lease right-of-use assets	Operating lease assets
Liabilities
Current
Operating lease liabilities – current	Current operating lease liabilities
Long-term
Operating lease liabilities – net of current portion	Long-term operating lease liabilities
Total lease liabilities

All values are in US Dollars.

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The operating lease expense for the six months ended November 30, 2024 and 2023 were as follows:

Schedule of Operating Lease Expense

		Six Months Ended
Lease cost	Classification	November 30, 2024	November 30, 2023

Operating lease cost	General and administrative expenses

All values are in US Dollars.

Maturities of operating lease liabilities as of November 30, 2024 were as follows:

Schedule of Maturities of Operating Lease Liabilities

Maturity of Lease Liabilities	Operating Leases
Remaining of 2025
2026
2027
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, 2024, were as follows:

Maturity of Lease Liabilities	Operating<br> Leases	****
Remaining of 2025
2026
2027
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

	Three Months Ended
	November 30, 2024		November 30, 2023

Cash paid for amounts included in the measurement of lease liabilities
Weighted average remaining lease term
Weighted average discount rate		%		%

All values are in US Dollars.

Amortization

expenses were $40,287 and $31,907 for the six months ended November 30, 2024 and 2023, respectively.

Note20. Subsequent Event

In accordance with ASC 855-10, the Company has analyzed its operations subsequent to the November 30, 2024 to the date these financial statements were issued and has determined that there is no other matter or circumstance arisen since November 30, 2024, 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 Prospectus on Form S-1 for the period ended November 30, 2024 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 November 30,				Quarter to Quarter Comparison
	2024		2023		(Decrease)/ Increase

	(unaudited)		(unaudited)
Revenue						)
Cost of Revenue		)		)
Gross Profit						)
Other Income						)
Selling and Distribution Expenses		)		)
General and Administrative Expenses		)		)
(Loss)/Profit from Operation		)				)
Interest Income						)
(Loss)/Profit before Income Taxes		)				)
Income Taxes		)				)
(Loss)/Profit Attributable to Shareholders		)				)

All values are in US Dollars.

Revenues

For the three months period ended November 30, 2024, we generated total revenue of $100,875 that included brand name administrative fee $41,053, exhaust gas cleaner, motor oil and auto parts $59,746 and others $76.

	For The Three Months Ended November 30,
	2024	% of Net			2023	% of Net			Change
		Sales				Sales
Administrative fee of brand name			40.7	%			42.3	%		)
Exhaust gas cleaner, motor oil and auto parts			59.2	%			57.6	%		)
Others			0.1	%			0.1	%		)
Total			100	%			100	%		)

All values are in US Dollars.

Total revenues for three months ended November 30, 2024 were $100,875 compared to $866,366 for the three months ended November 30, 2023, which decreased by $765,491. Due to the slow market activity, brand name administrative fee decreased by $325,029, exhaust gas cleaner, motor oil, auto parts and others decreased by $439,609 and others $853.

The Company are engaging in trading of exhaust gas cleaner, auto parts and motor oil 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.

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Salesof Exhaust Gas Cleaner, Motor Oil and Auto Parts

Revenues related to sales of exhaust gas cleaner, motor oil and auto parts are recognized in the consolidated statements of operations and comprehensive (loss)/income 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 November 30, 2024 compared to three months ended November 30, 2023.

	For The Three Months Ended November 30,
	2024	2023	Change

Exhaust gas cleaner, motor oil and auto parts				)
Others				)
Total				)

All values are in US Dollars.

Cost of revenue for the three months ended November 30, 2024 were $35,433 compared to $335,973 as of ended November 30, 2023, a decrement of $300,540. Due to the slow market activity, exhaust gas cleaner, motor oil and auto parts decreased by $299,893 and others by $647.

GrossProfit

Gross profit for the three months ended November 30, 2024 were $65,442 compared to $530,393 as of November 30, 2023, a decrement of $464,951 is mainly due to the decrease of revenue from brand name administrative fee $325,029 and sales of exhaust gas cleaner, motor oil and auto parts $139,716 and others $206.

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 November 30, 2024 compared to three months ended November 30, 2023:

	For The Three Months Ended November 30,
****	2024	% of Net		****	2023	% of Net		****	Change	****
		Sales				Sales
Selling and Distribution Expenses			48.2	%			21.2	%		)

All values are in US Dollars.

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Selling and Distribution expenses for the three months ended November 30, 2024 were $48,624 compared to $183,389 as of November 30, 2023, a decrease of $134,765 is due to decrease in sales commission $81,428, promotion expenses $17,581, payroll costs $10,639, travelling expenses $11,134, consultancy fees $4,911, conference expenses $4,875, transportation costs $2,704, office expenses $786 and others $707 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 November 30, 2024 compared to three months ended November 30, 2023:

	For The Three Months Ended November 30,
	2024	% of Net			2023	% of Net			Change
		Sales				Sales
General and Administrative Expenses			122.5	%			17.3	%		)

All values are in US Dollars.

G&A expenses for the three months ended November 30, 2024 were $123,570 compared to $149,720 as of November 30, 2023, a decrease of $26,150 was primarily due to the decrease of consultancy fees $34,435, office expenses $16,547, payroll costs $16,191, R&D expenses $11,773, entertainment expenses $8,834, travelling expenses $2,294, offset increase in consultancy fees $55,885, rental $986 and others $7,053. The decrease in general and administrative expenses is due to slow market activity.

Taxation

We recorded an income tax expense of $37,017 and $0 for the period ended November 30, 2024 and November 30, 2023, 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%.

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)/Profit

Net loss $143,693 and net profit $203,216 occurred for the three months ended November 30, 2024 and 2023 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.

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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 Six Months Ended November 30,				Quarter to Quarter
	2024		2023		Comparison

Cash Flows used in 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 used in operating activities for the six months ended November 30, 2024 and 2023 is $397,664 and $542,850 respectively, reflecting an increase of cash flow $145,186. The increase is mainly due to decrease net loss $117,733, increase cash flow of advanced received $439,072, accounts payable $138,356, inventories $11,963, amortization of right-of-use assets $8,484, accounts receivable $2,604, impairment of intangible assets $1,597, depreciation $46 and offset decrease in accrued liabilities, deposit received and other payables $328,078, prepayments, deposits and other receivables $169,340, amortization of intangible assets $68,871, operating lease expenses $8,380.

InvestingActivities

Cash flow used in investing activities is $1,592 for the six months ended November 30, 2024, as compared to $5,084 for the six months ended November 30, 2023, reflecting an increase of cash flow $3,492. The increase is due to decrease of purchase of property and equipment $2,280, disposal of subsidiary, net of cash disposed $2,804 and offset increase of investment in development costs $1,592.

FinancingActivities

Cash flow provided by financing activities is $394,463 for the six months ended November 30, 2024, compared to use in financing activities $32,753 for the six months ended November 30, 2023, reflecting an increase of $427,216. The increase in net cash provided by financing activities was mainly due to proceeds from share issuance $369,728, advance to related parties $124,484 and offset decrease in advances to directors $66,996.

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.

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COMMITMENTS

AND CONTINGENCIES

ContractualObligations

Our contractual obligations as of November 30, 2024 are as follows:

Payments due by period
Operating leases	Total		Less than <br>1 year		1-3 years		More than <br>3 years
Total		46,501		46,501		-		-

A provision of $82,873 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 November 30, 2024.

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.

ITEM4 Controls and Procedures.

Management’s Evaluation of Disclosure Controls and Procedures:

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of May 31, 2024. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

Changes in Internal Control over Financial Reporting:

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.

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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.

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
10.1	Subscription agreement, dated September 1, 2024 by CXJ Group Co., Limited and Mr. Zhongxin Lei to issue new shares 160,000 shares.
10.2	Subscription agreement, dated September 1, 2024 by CXJ Group Co., Limited and Mr. Shiguo Wang to issue new shares 200,000 shares.
10.3	Subscription agreement, dated September 2, 2024 by CXJ Group Co., Limited and Mr. Shiguo Wang to issue new shares 200,000 shares.
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> January 8, 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> January 8, 2025

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Exhibit10.1

Contract No. : SA20240901001

SubscriptionAgreement

This Subscription Agreement (this “Agreement”) is made and entered into as of September 1, 2024 by and between CXJ Group Co., Limited, a Nevada corporation (the “Company”) and the undersigned (the “Purchaser”). The Purchaser, together with the Company shall be referred to as the “Parties”.

WHEREAS, the Company desires to issue and sell to the Purchaser, and the Purchaser desires to purchase from the Company 160,000 of common stock, par value $0.001 per share of the Company (“Common Stock”) pursuant to an exemption from registration under Section 4(a)(2), Regulation D, and/or Regulation S under the Securities Act of 1933, as amended (the “1933 Act”) or other applicable exemptions on the terms and conditions set forth in this Agreement.

NOW,THEREFORE, in consideration of the mutual covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

1.	Securities Sale and Purchase. The Company shall issue and sell to the Purchaser and the Purchaser<br> agrees to purchase from the Company 160,000 of Common Stock of the Company (the “Shares”<br> or the “Securities”) at a price of $0.657 per share for a total amount of US$105,128<br> (the “Purchase Price”) pursuant to an exemption from registration provided by<br> Section 4(2), Regulation D, and/or Regulation S promulgated under the 1933 Act or other applicable<br> exemption.
2.	Closing. At the closing, the Company will deliver to the Purchaser the Shares and the Purchase<br> Price shall be paid by the Purchaser via wire transfer of immediately available funds to<br> an account designated by the Company. The closing shall be held on such date as the parties<br> may agree upon (the “Closing” and the “Closing Date”) at the offices<br> of CXJ Group Co., Limited, 50 West Liberty Street, Suite 880 Reno, NV. at 10:00 a.m.,<br> or at such other location or by such other means upon which the parties may agree; provided,<br> that all of the conditions set forth in Section 2 hereof and applicable to the Closing shall<br> have been fulfilled or waived in accordance herewith.
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3.	Representations, Warranties and Covenants of the Company. The Company represents and warrants to the Purchaser,<br> as of the date hereof, as follows:
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(a)

Organization and Standing. The Company is a duly organized corporation, validly existing and in good standing under the laws of the State of Nevada, has full power to carry on its business as and where such business is now being conducted and to own, lease and operate the properties and assets now owned or operated by it and is duly qualified to do business and is in good standing in each jurisdiction where the conduct of its business or the ownership of its properties requires such qualification.

(b)	Authorization<br> and Power. The execution, delivery and performance of this Agreement and the consummation<br> of the transaction contemplated hereby have been duly authorized by the Board of Directors<br> of the Company. The Agreement has been (or upon delivery will be) duly executed by the Company<br> is or, when delivered in accordance with the terms hereof, will constitute, assuming due<br> authorization, execution and delivery by each of the parties thereto, the valid and binding<br> obligation of the Company enforceable against the Company in accordance with its terms.
(c)	No<br> Conflict. The execution, delivery and performance of this Agreement and the consummation<br> of the transactions contemplated hereby do not (i) violate or conflict with the Company’s<br> Certificate of Incorporation, By-laws or other organizational documents, (ii) conflict with<br> or result (with the lapse of time or giving of notice or both) in a material breach or default<br> under any material agreement or instrument to which the Company is a party or by which the<br> Company is otherwise bound, or (iii) violate any order, judgment, law, statute, rule or regulation<br> applicable to the Company, except where such violation, conflict or breach would not have<br> a Material Adverse Effect on the Company. This Agreement when executed by the Company will<br> be a legal, valid and binding obligation of the Company enforceable in accordance with its<br> terms (except as may be limited by bankruptcy, insolvency, reorganization, moratorium and<br> similar laws and equitable principles relating to or limiting creditors’ rights generally).
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(d)	Authorization.<br> Issuance of the Shares to Purchasers has been duly authorized by all necessary corporate<br> actions of the Company.
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(e)	Issuances.<br> The Shares to be issued hereunder will be validly issued, fully paid and nonassessable.
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(f)	Litigation<br> and Other Proceedings. There are no actions, suits, proceedings or investigations pending<br> or, to the knowledge of the Company, threatened against the Company at law or in equity before<br> or by any court or Federal, state, municipal or their governmental department, commission,<br> board, bureau, agency or instrumentality, domestic or foreign which could materially adversely<br> affect the Company. The Company is not subject to any continuing order, writ, injunction<br> or decree of any court or agency against it which would have a material adverse effect on<br> the Company.
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(g)	Use<br> of Proceeds. The proceeds of this Offering and sale of the Shares, net of payment of<br> placement expenses, will be used by the Company for working capital and other general corporate<br> purposes.
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(h)	Consents/Approvals.<br> No consents, filings (other than Federal and state securities filings relating to the<br> issuance of the Shares pursuant to applicable exemptions from registration, which the Company<br> hereby undertakes to make in a timely fashion), authorizations or other actions of any governmental<br> authority are required to be obtained or made by the Company for the Company’s execution,<br> delivery and performance of this Agreement which have not already been obtained or made or<br> will be made in a timely manner following the Closing.
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(i)	No<br> Commissions. The Company has not incurred any obligation for any finder’s, broker’s<br> or agent’s fees or commissions in connection with the transaction contemplated hereby.
(j)	Disclosure.<br> No representation or warranty by the Company in this Agreement, the Agreement, nor in<br> any certificate, Schedule or Exhibit delivered or to be delivered pursuant to this Agreement:<br> contains or will contain any untrue statement of material fact or omits or will omit to state<br> a material fact necessary to make the statements contained herein or therein not misleading.<br> To the knowledge of the Company and its subsidiaries at the time of the execution of this<br> Agreement, there is no information concerning the Company and its subsidiaries or their respective<br> businesses which has not heretofore been disclosed to the Purchasers that would have a Material<br> Adverse Effect.
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(k)	Compliance<br> with Laws. The business of the Company and its subsidiaries has been and is presently<br> being conducted so as to comply with all applicable material federal, state and local governmental<br> laws, rules, regulations and ordinances.
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4.	Purchaser Representations, Warranties and Agreements. The Purchaser hereby acknowledges, represents<br> and warrants as follows:
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(a)	Organization;<br> Authority. Such Purchaser is an entity duly organized, validly existing and in good standing<br> under the laws of the jurisdiction of its organization with the requisite corporate or partnership<br> power and authority to enter into and to consummate the transactions contemplated by the<br> applicable Documents and otherwise to carry out its obligations thereunder. The execution,<br> delivery and performance by such Purchaser of the transactions contemplated by this Agreement<br> has been duly authorized by all necessary corporate or, if such Purchaser is not a corporation,<br> such partnership, limited liability company or other applicable like action, on the part<br> of such Purchaser. Each of this Agreement and other Documents has been duly executed by such<br> Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will<br> constitute the valid and legally binding obligation of such Purchaser, enforceable against<br> it in accordance with its terms, except as such enforceability may be limited by applicable<br> bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating<br> to, or affecting generally the enforcement of, creditors’ rights and remedies or by<br> other equitable principles of general application.
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(b)	Investment<br> Intent. Such Purchaser is acquiring the Shares as principal for its own account for investment<br> purposes only and not with a view to or for distributing or reselling such Shares or any<br> part thereof, without prejudice, however, to such Purchaser’s right at all times to<br> sell or otherwise dispose of all or any part of such Shares in compliance with applicable<br> federal and state securities laws. Subject to the immediately preceding sentence, nothing<br> contained herein shall be deemed a representation or warranty by such Purchaser to hold the<br> Shares for any period of time. Such Purchaser is acquiring the Shares hereunder in the ordinary<br> course of its business. Such Purchaser does not have any agreement or understanding, directly<br> or indirectly, with any Person to distribute any of the Shares.
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(c)	Purchaser<br> Status.
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(i)	The<br> Purchaser agrees and acknowledges that it was not, a “U.S. Person” (as defined<br> below) at the time the Purchaser was offered the Shares and as of the date hereof:
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(A)	Any natural person resident in the United States;
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(B)	Any<br> partnership or corporation organized or incorporated under the laws of the United States;
(C)	Any<br> estate of which any executor or administrator is a U.S. person;
(D)	Any trust of which any trustee is a U.S. person;
(E)	Any<br> agency or branch of a foreign entity located in the United States;
(F)	Any<br> non-discretionary account or similar account (other than an estate or trust) held by a dealer<br> or other fiduciary for the benefit or account of a U.S. person;
(G)	Any<br> discretionary account or similar account (other than an estate or trust) held by a dealer<br> or other fiduciary organized, incorporated, or (if an individual) resident of the United<br> States; and
(H)	Any<br> partnership or corporation if (i) organized or incorporated under the laws of any foreign<br> jurisdiction and (ii) formed by a U.S. person principally for the purpose of investing in<br> securities not registered under the 1933 Act, unless it is organized or incorporated, and<br> owned, by accredited Purchasers (as defined in Rule 501(a) of Regulation D promulgated under<br> the 1933 Act) who are not natural persons, estates or trusts.

“UnitedStates” or “U.S.” means the United States of America, its territories and possessions, any State of the United States, and the District of Columbia.

(ii)	The<br> Purchaser understands that no action has been or will be taken in any jurisdiction by the<br> Company that would permit a public offering of the Shares in any country or jurisdiction<br> where action for that purpose is required.
(iii)	The<br> Purchaser (i) as of the execution date of this Agreement is not located within the United<br> States, and (ii) is not purchasing the Shares for the account or benefit of any U.S. Person,<br> except in accordance with one or more available exemptions from the registration requirements<br> of the 1933 Act or in a transaction not subject thereto.
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(iv)	The<br> Purchaser will not resell the Shares except in accordance with the provisions of Regulation<br> S (Rule 901 through 905 and Preliminary Notes thereto), pursuant to a registration statement<br> under the 1933 Act, or pursuant to an available exemption from registration; and agrees not<br> to engage in hedging transactions with regard to such securities unless in compliance with<br> the 1933 Act.
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(v)	The<br> Purchaser will not engage in hedging transactions with regard to shares of the Company prior<br> to the expiration of the distribution compliance period specified in Category 2 or 3 (paragraph<br> (b)(2) or (b)(3)) in Rule 903 of Regulation S, as applicable, unless in compliance with the<br> 1933 Act; and as applicable, shall include statements to the effect that the securities have<br> not been registered under the 1933 Act and may not be offered or sold in the United States<br> or to U.S. persons (other than distributors) unless the securities are registered under the<br> 1933 Act, or an exemption from the registration requirements of the 1933 Act is available.
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(vi)	No<br> form of “directed selling efforts” (as defined in Rule 902 of Regulation S under<br> the 1933 Act), general solicitation or general advertising in violation of the 1933 Act has<br> been or will be used nor will any offers by means of any directed selling efforts in the<br> United States be made by the Purchaser or any of their representatives in connection with<br> the offer and sale of the Purchased Shares.
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(d)	General<br> Solicitation. Such Purchaser is not purchasing the Shares as a result of any advertisement,<br> article, notice or other communication regarding the Shares published in any newspaper, magazine<br> or similar media or broadcast over television or radio or presented at any seminar or any<br> other general solicitation or general advertisement.
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(e)	Access<br> to Information. Such Purchaser acknowledges that it has reviewed the disclosure materials<br> and has been afforded (i) the opportunity to ask such questions as it has deemed necessary<br> of, and to receive answers from, representatives of the Company concerning the terms and<br> conditions of the offering of the Shares and the merits and risks of investing in the Shares;<br> (ii) access to information about the Company and the Subsidiaries and their respective financial<br> condition, results of operations, business, properties, management and prospects sufficient<br> to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional<br> information that the Company possesses or can acquire without unreasonable effort or expense<br> that is necessary to make an informed investment decision with respect to the investment.<br> Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser<br> or its representatives or counsel shall modify, amend or affect such Purchaser’s right<br> to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s<br> representations and warranties contained in the Transaction Documents.
(f)	Independent<br> Investment Decision. Such Purchaser has independently evaluated the merits of its decision<br> to purchase the Shares pursuant to the Agreement, and such Purchaser confirms that it has<br> not relied on the advice of any other Purchaser’s business and/or legal counsel in<br> making such decision. Such Purchaser has not relied on the business or legal advice of the<br> Company or any of its agents, counsel or Affiliates in making its investment decision hereunder,<br> and confirms that none of such Persons has made any representations or warranties to such<br> Purchaser in connection with the transactions contemplated by the Transaction Documents.
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5.	Miscellaneous
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(a)

Confidentiality. The Purchaser covenants and agrees that it will keep confidential and will not disclose or divulge any confidential or proprietary information that such Purchaser may obtain from the Company pursuant to financial statements, reports, and other materials submitted by the Company to such Purchaser in connection with this offering or as a result of discussions with or inquiry made to the Company, unless such information is known, or until such information becomes known, to the public through no action by the Purchaser; provided, however, that a Purchaser may disclose such information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary in connection with his or her investment in the Company so long as any such professional to whom such information is disclosed is made aware of the Purchaser’s obligations hereunder and such professional agrees to be likewise bound as though such professional were a party hereto, (ii) if such information becomes generally available to the public through no fault of the Purchaser, or (iii) if such disclosure is required by applicable law or judicial order.

(b)

Successors. The covenants, representations and warranties contained in this Agreement shall be binding on the Purchaser’s and the Company’s heirs and legal representatives and shall inure to the benefit of the respective successors and assigns of the Company. The rights and obligations of this Subscription Agreement may not be assigned by any party without the prior written consent of the other party.

(c)

Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original agreement, but all of which together shall constitute one and the same instrument.

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(d)	Execution<br> by Facsimile. Execution and delivery of this Agreement by facsimile transmission (including<br> the delivery of documents in Adobe PDF format) shall constitute execution and delivery of<br> this Agreement for all purposes, with the same force and effect as execution and delivery<br> of an original manually signed copy hereof.
(e)	Governing<br> Law and Jurisdiction. This Agreement shall be governed by and construed in accordance<br> with the laws of the State of Nevada applicable to contracts to be wholly performed within<br> such state and without regard to conflicts of laws provisions. Any legal action or proceeding<br> arising out of or relating to this Subscription Agreement and/or the Offering Documents may<br> be instituted in the courts of the State of Nevada sitting in Nevada, and the parties hereto<br> irrevocably submit to the jurisdiction of each such court in any action or proceeding. Purchaser<br> hereby irrevocably waives and agrees not to assert, by way of motion, as a defense, or otherwise,<br> in every suit, action or other proceeding arising out of or based on this Subscription Agreement<br> and/or the Offering Documents and brought in any such court, any claim that Purchaser is<br> not subject personally to the jurisdiction of the above named courts, that Purchaser’s<br> property is exempt or immune from attachment or execution, that the suit, action or proceeding<br> is brought in an inconvenient forum or that the venue of the suit, action or proceeding is<br> improper.
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(f)	Notices.<br> All notices, requests, demands, claims and other communications hereunder shall be in<br> writing and shall be delivered by certified or registered mail (first class postage pre-paid),<br> guaranteed overnight delivery, or facsimile transmission if such transmission is confirmed<br> by delivery by certified or registered mail (first class postage pre-paid) or guaranteed<br> overnight delivery, to the following addresses and facsimile numbers (or to such other addresses<br> or facsimile numbers which such party shall subsequently designate in writing to the other<br> party):
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(i)	if to the Company:
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CXJ Group Co., Limited.

Attn: LIXIN CAI

50 West Liberty Street, Suite 880 Reno, NV. 89501.

Room 401, 4^th^ Floor, East Block Building 5,

Xintiandi Business Center,

No. 7 Anqiaogang Road,

Gongshu District, Hangzhou City,

Zhejiang Province,

China 310017.

(ii)	if to the Purchasers:

To the addresses set forth on the signature pages.

(g)

Entire Agreement. This Agreement (including the Exhibits attached hereto) and other Transaction Documents delivered at the Closing pursuant hereto, contain the entire understanding of the parties in respect of its subject matter and supersede all prior agreements and understandings between or among the parties with respect to such subject matter. The Exhibits constitute a part hereof as though set forth in full above.

(h)

Amendment; Waiver. This Agreement may not be modified, amended, supplemented, canceled or discharged, except by written instrument executed by the Company and the Purchasers of not less than a majority of the principal amount of the subscription. No failure to exercise, and no delay in exercising, any right, power or privilege under this Agreement shall operate as a waiver, nor shall any single or partial exercise of any right, power or privilege hereunder preclude the exercise of any other right, power or privilege. No waiver of any breach of any provision shall be deemed to be a waiver of any proceeding or succeeding breach of the same or any other provision, nor shall any waiver be implied from any course of dealing between the parties. No extension of time for performance of any obligations or other acts hereunder or under any other agreement shall be deemed to be an extension of the time for performance of any other obligations or any other acts. The rights and remedies of the parties under this Agreement are in addition to all other rights and remedies, at law or equity, that they may have against each other.

(i)

Severability. If any provision of this Agreement is held to be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby and the parties will attempt to agree upon a valid and enforceable provision that is a reasonable substitute therefore, and upon so agreeing, shall incorporate such substitute provision in this Agreement.

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[SIGNATUREPAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

COMPANY:	CXJGROUP CO., LIMITED.
	By:
	Name:	LIXIN<br> CAI
	Title:	CEO<br> and Director
	Date：	September<br> 1, 2024
PURCHASER:
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	Name:	ZHONGXIN<br> LEI
	Passport<br> No. :	EC3467548
	Date:	September<br> 1, 2024
	Purchase<br> Price:	$105,128
	Number<br> of Shares:	160,000
	Address:	No.<br> 8, Group 4, Dapingxi Village, Daxin
		Township,<br> Xinshao County, Hunan
		Province
		China,<br> 422900
	Telephone:	+86-13212610786
	Email:	13212610786@163.com

Exhibit10.2

Contract No. : SA20240901002

SubscriptionAgreement

This SubscriptionAgreement (this “Agreement”) is made and entered into as of September 1, 2024 by and between CXJ Group Co., Limited, a Nevada corporation (the “Company”) and the undersigned (the “Purchaser”). The Purchaser, together with the Company shall be referred to as the “Parties”.

WHEREAS, the Company desires to issue and sell to the Purchaser, and the Purchaser desires to purchase from the Company 200,000 of common stock, par value $0.001 per share of the Company (“Common Stock”) pursuant to an exemption from registration under Section 4(a)(2), Regulation D, and/or Regulation S under the Securities Act of 1933, as amended (the “1933 Act”) or other applicable exemptions on the terms and conditions set forth in this Agreement.

1.	Securities Sale and Purchase. The Company shall issue and sell to the Purchaser and the Purchaser<br> agrees to purchase from the Company 200,000 of Common Stock of the Company (the “Shares”<br> or the “Securities”) at a price of $0.675 per share for a total amount of US$135,000<br> (the “Purchase Price”) pursuant to an exemption from registration provided by<br> Section 4(2), Regulation D, and/or Regulation S promulgated under the 1933 Act or other applicable<br> exemption.
2.	Closing. At the closing, the Company will deliver to the Purchaser the Shares and the Purchase<br> Price shall be paid by the Purchaser via wire transfer of immediately available funds to<br> an account designated by the Company. The closing shall be held on such date as the parties<br> may agree upon (the “Closing” and the “Closing Date”) at the offices<br> of CXJ Group Co., Limited, 50 West Liberty Street, Suite 880 Reno, NV. at 10:00 a.m.,<br> or at such other location or by such other means upon which the parties may agree; provided,<br> that all of the conditions set forth in Section 2 hereof and applicable to the Closing shall<br> have been fulfilled or waived in accordance herewith.
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3.	Representations, Warranties and Covenants of the Company. The Company represents and warrants to the Purchaser,<br> as of the date hereof, as follows:
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(a)

(b)	Authorization<br> and Power. The execution, delivery and performance of this Agreement and the consummation<br> of the transaction contemplated hereby have been duly authorized by the Board of Directors<br> of the Company. The Agreement has been (or upon delivery will be) duly executed by the Company<br> is or, when delivered in accordance with the terms hereof, will constitute, assuming due<br> authorization, execution and delivery by each of the parties thereto, the valid and binding<br> obligation of the Company enforceable against the Company in accordance with its terms.
(c)	No<br> Conflict. The execution, delivery and performance of this Agreement and the consummation<br> of the transactions contemplated hereby do not (i) violate or conflict with the Company’s<br> Certificate of Incorporation, By-laws or other organizational documents, (ii) conflict with<br> or result (with the lapse of time or giving of notice or both) in a material breach or default<br> under any material agreement or instrument to which the Company is a party or by which the<br> Company is otherwise bound, or (iii) violate any order, judgment, law, statute, rule or regulation<br> applicable to the Company, except where such violation, conflict or breach would not have<br> a Material Adverse Effect on the Company. This Agreement when executed by the Company will<br> be a legal, valid and binding obligation of the Company enforceable in accordance with its<br> terms (except as may be limited by bankruptcy, insolvency, reorganization, moratorium and<br> similar laws and equitable principles relating to or limiting creditors’ rights generally).
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(d)	Authorization.<br> Issuance of the Shares to Purchasers has been duly authorized by all necessary corporate<br> actions of the Company.
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(e)	Issuances.<br> The Shares to be issued hereunder will be validly issued, fully paid and nonassessable.
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(f)	Litigation<br> and Other Proceedings. There are no actions, suits, proceedings or investigations pending<br> or, to the knowledge of the Company, threatened against the Company at law or in equity before<br> or by any court or Federal, state, municipal or their governmental department, commission,<br> board, bureau, agency or instrumentality, domestic or foreign which could materially adversely<br> affect the Company. The Company is not subject to any continuing order, writ, injunction<br> or decree of any court or agency against it which would have a material adverse effect on<br> the Company.
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(g)	Use<br> of Proceeds. The proceeds of this Offering and sale of the Shares, net of payment of<br> placement expenses, will be used by the Company for working capital and other general corporate<br> purposes.
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(h)	Consents/Approvals.<br> No consents, filings (other than Federal and state securities filings relating to the<br> issuance of the Shares pursuant to applicable exemptions from registration, which the Company<br> hereby undertakes to make in a timely fashion), authorizations or other actions of any governmental<br> authority are required to be obtained or made by the Company for the Company’s execution,<br> delivery and performance of this Agreement which have not already been obtained or made or<br> will be made in a timely manner following the Closing.
(i)	No<br> Commissions. The Company has not incurred any obligation for any finder’s, broker’s<br> or agent’s fees or commissions in connection with the transaction contemplated hereby.
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(j)	Disclosure.<br> No representation or warranty by the Company in this Agreement, the Agreement, nor in<br> any certificate, Schedule or Exhibit delivered or to be delivered pursuant to this Agreement:<br> contains or will contain any untrue statement of material fact or omits or will omit to state<br> a material fact necessary to make the statements contained herein or therein not misleading.<br> To the knowledge of the Company and its subsidiaries at the time of the execution of this<br> Agreement, there is no information concerning the Company and its subsidiaries or their respective<br> businesses which has not heretofore been disclosed to the Purchasers that would have a Material<br> Adverse Effect.
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(k)	Compliance<br> with Laws. The business of the Company and its subsidiaries has been and is presently<br> being conducted so as to comply with all applicable material federal, state and local governmental<br> laws, rules, regulations and ordinances.
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4.	Purchaser Representations, Warranties and Agreements. The Purchaser hereby acknowledges, represents<br> and warrants as follows:
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(a)	Organization;<br> Authority. Such Purchaser is an entity duly organized, validly existing and in good standing<br> under the laws of the jurisdiction of its organization with the requisite corporate or partnership<br> power and authority to enter into and to consummate the transactions contemplated by the<br> applicable Documents and otherwise to carry out its obligations thereunder. The execution,<br> delivery and performance by such Purchaser of the transactions contemplated by this Agreement<br> has been duly authorized by all necessary corporate or, if such Purchaser is not a corporation,<br> such partnership, limited liability company or other applicable like action, on the part<br> of such Purchaser. Each of this Agreement and other Documents has been duly executed by such<br> Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will<br> constitute the valid and legally binding obligation of such Purchaser, enforceable against<br> it in accordance with its terms, except as such enforceability may be limited by applicable<br> bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating<br> to, or affecting generally the enforcement of, creditors’ rights and remedies or by<br> other equitable principles of general application.
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(b)	Investment<br> Intent. Such Purchaser is acquiring the Shares as principal for its own account for investment<br> purposes only and not with a view to or for distributing or reselling such Shares or any<br> part thereof, without prejudice, however, to such Purchaser’s right at all times to<br> sell or otherwise dispose of all or any part of such Shares in compliance with applicable<br> federal and state securities laws. Subject to the immediately preceding sentence, nothing<br> contained herein shall be deemed a representation or warranty by such Purchaser to hold the<br> Shares for any period of time. Such Purchaser is acquiring the Shares hereunder in the ordinary<br> course of its business. Such Purchaser does not have any agreement or understanding, directly<br> or indirectly, with any Person to distribute any of the Shares.
(c)	Purchaser<br> Status.
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(i)	The<br> Purchaser agrees and acknowledges that it was not, a “U.S. Person” (as defined<br> below) at the time the Purchaser was offered the Shares and as of the date hereof:
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(A)	Any natural person resident in the United States;
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(B)	Any<br> partnership or corporation organized or incorporated under the laws of the United States;
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(C)	Any<br> estate of which any executor or administrator is a U.S. person;
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(D)	Any<br>trust of which any trustee is a U.S. person;
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(E)	Any<br> agency or branch of a foreign entity located in the United States;
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(F)	Any<br> non-discretionary account or similar account (other than an estate or trust) held by a dealer<br> or other fiduciary for the benefit or account of a U.S. person;
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(G)	Any<br> discretionary account or similar account (other than an estate or trust) held by a dealer<br> or other fiduciary organized, incorporated, or (if an individual) resident of the United<br> States; and
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(H)	Any<br> partnership or corporation if (i) organized or incorporated under the laws of any foreign<br> jurisdiction and (ii) formed by a U.S. person principally for the purpose of investing in<br> securities not registered under the 1933 Act, unless it is organized or incorporated, and<br> owned, by accredited Purchasers (as defined in Rule 501(a) of Regulation D promulgated under<br> the 1933 Act) who are not natural persons, estates or trusts.
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“UnitedStates” or “U.S.” means the United States of America, its territories and possessions, any State of the United States, and the District of Columbia.

(ii)	The<br> Purchaser understands that no action has been or will be taken in any jurisdiction by the<br> Company that would permit a public offering of the Shares in any country or jurisdiction<br> where action for that purpose is required.
(iii)	The<br> Purchaser (i) as of the execution date of this Agreement is not located within the United<br> States, and (ii) is not purchasing the Shares for the account or benefit of any U.S. Person,<br> except in accordance with one or more available exemptions from the registration requirements<br> of the 1933 Act or in a transaction not subject thereto.
---	---
(iv)	The<br> Purchaser will not resell the Shares except in accordance with the provisions of Regulation<br> S (Rule 901 through 905 and Preliminary Notes thereto), pursuant to a registration statement<br> under the 1933 Act, or pursuant to an available exemption from registration; and agrees not<br> to engage in hedging transactions with regard to such securities unless in compliance with<br> the 1933 Act.
---	---
(v)	The<br> Purchaser will not engage in hedging transactions with regard to shares of the Company prior<br> to the expiration of the distribution compliance period specified in Category 2 or 3 (paragraph<br> (b)(2) or (b)(3)) in Rule 903 of Regulation S, as applicable, unless in compliance with the<br> 1933 Act; and as applicable, shall include statements to the effect that the securities have<br> not been registered under the 1933 Act and may not be offered or sold in the United States<br> or to U.S. persons (other than distributors) unless the securities are registered under the<br> 1933 Act, or an exemption from the registration requirements of the 1933 Act is available.
---	---
(vi)	No<br> form of “directed selling efforts” (as defined in Rule 902 of Regulation S under<br> the 1933 Act), general solicitation or general advertising in violation of the 1933 Act has<br> been or will be used nor will any offers by means of any directed selling efforts in the<br> United States be made by the Purchaser or any of their representatives in connection with<br> the offer and sale of the Purchased Shares.
---	---
(d)	General<br> Solicitation. Such Purchaser is not purchasing the Shares as a result of any advertisement,<br> article, notice or other communication regarding the Shares published in any newspaper, magazine<br> or similar media or broadcast over television or radio or presented at any seminar or any<br> other general solicitation or general advertisement.
---	---

(e)	Access<br> to Information. Such Purchaser acknowledges that it has reviewed the disclosure materials<br> and has been afforded (i) the opportunity to ask such questions as it has deemed necessary<br> of, and to receive answers from, representatives of the Company concerning the terms and<br> conditions of the offering of the Shares and the merits and risks of investing in the Shares;<br> (ii) access to information about the Company and the Subsidiaries and their respective financial<br> condition, results of operations, business, properties, management and prospects sufficient<br> to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional<br> information that the Company possesses or can acquire without unreasonable effort or expense<br> that is necessary to make an informed investment decision with respect to the investment.<br> Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser<br> or its representatives or counsel shall modify, amend or affect such Purchaser’s right<br> to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s<br> representations and warranties contained in the Transaction Documents.
(f)	Independent<br> Investment Decision. Such Purchaser has independently evaluated the merits of its decision<br> to purchase the Shares pursuant to the Agreement, and such Purchaser confirms that it has<br> not relied on the advice of any other Purchaser’s business and/or legal counsel in<br> making such decision. Such Purchaser has not relied on the business or legal advice of the<br> Company or any of its agents, counsel or Affiliates in making its investment decision hereunder,<br> and confirms that none of such Persons has made any representations or warranties to such<br> Purchaser in connection with the transactions contemplated by the Transaction Documents.
---	---
5.	Miscellaneous
---	---

(a)

(b)	Successors.<br> The covenants, representations and warranties contained in this Agreement shall be binding<br> on the Purchaser’s and the Company’s heirs and legal representatives and shall<br> inure to the benefit of the respective successors and assigns of the Company. The rights<br> and obligations of this Subscription Agreement may not be assigned by any party without the<br> prior written consent of the other party.
(c)	Counterparts.<br> This Agreement may be executed in counterparts, each of which shall be deemed an original<br> agreement, but all of which together shall constitute one and the same instrument.
---	---
(d)	Execution<br> by Facsimile. Execution and delivery of this Agreement by facsimile transmission (including<br> the delivery of documents in Adobe PDF format) shall constitute execution and delivery of<br> this Agreement for all purposes, with the same force and effect as execution and delivery<br> of an original manually signed copy hereof.
---	---
(e)	Governing<br> Law and Jurisdiction. This Agreement shall be governed by and construed in accordance<br> with the laws of the State of Nevada applicable to contracts to be wholly performed within<br> such state and without regard to conflicts of laws provisions. Any legal action or proceeding<br> arising out of or relating to this Subscription Agreement and/or the Offering Documents may<br> be instituted in the courts of the State of Nevada sitting in Nevada, and the parties hereto<br> irrevocably submit to the jurisdiction of each such court in any action or proceeding. Purchaser<br> hereby irrevocably waives and agrees not to assert, by way of motion, as a defense, or otherwise,<br> in every suit, action or other proceeding arising out of or based on this Subscription Agreement<br> and/or the Offering Documents and brought in any such court, any claim that Purchaser is<br> not subject personally to the jurisdiction of the above named courts, that Purchaser’s<br> property is exempt or immune from attachment or execution, that the suit, action or proceeding<br> is brought in an inconvenient forum or that the venue of the suit, action or proceeding is<br> improper.
---	---
(f)	Notices.<br> All notices, requests, demands, claims and other communications hereunder shall be in<br> writing and shall be delivered by certified or registered mail (first class postage pre-paid),<br> guaranteed overnight delivery, or facsimile transmission if such transmission is confirmed<br> by delivery by certified or registered mail (first class postage pre-paid) or guaranteed<br> overnight delivery, to the following addresses and facsimile numbers (or to such other addresses<br> or facsimile numbers which such party shall subsequently designate in writing to the other<br> party):
---	---
(i)	if to the Company:
---	---

CXJ Group Co., Limited.

Attn: LIXIN CAI

50 West Liberty Street, Suite 880 Reno, NV. 89501.

Room 401, 4^th^ Floor, East Block Building 5,

Xintiandi Business Center,

No. 7 Anqiaogang Road,

Gongshu District, Hangzhou City,

Zhejiang Province,

China 310017.

(ii)	if to the Purchasers:

To the addresses set forth on the signature pages.

(g)

(h)

(i)

---

[SIGNATUREPAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

COMPANY:	CXJ GROUP CO., LIMITED.
	By:
	Name:	LIXIN<br>CAI
	Title:	CEO<br>and Director
	Date：	September<br> 1, 2024
PURCHASER:
---	---
	Name:<br> SHIGUO WANG
	Passport<br> No. : EG6829440
	Date:<br> September 1, 2024
	Purchase<br> Price: 135,000
	Number<br> of Shares: 200,000
	Address:


	Telephone:<br> +86-13607365917
	Email:<br> 2732722166@qq.com

All values are in US Dollars.

Exhibit10.3

Contract No. : SA20240902001

SubscriptionAgreement

This Subscription Agreement (this “Agreement”) is made and entered into as of September 2, 2024 by and between CXJ Group Co., Limited, a Nevada corporation (the “Company”) and the undersigned (the “Purchaser”). The Purchaser, together with the Company shall be referred to as the “Parties”.

Securities Sale and Purchase. The Company shall issue and sell to the Purchaser and the Purchaser agrees to purchase from the Company 200,000 of Common Stock of the Company (the “Shares” or the “Securities”) at a price of $0.648 per share for a total amount of US$129,600 (the “Purchase Price”) pursuant to an exemption from registration provided by Section 4(2), Regulation D, and/or Regulation S promulgated under the 1933 Act or other applicable exemption.

Closing. At the closing, the Company will deliver to the Purchaser the Shares and the Purchase Price shall be paid by the Purchaser via wire transfer of immediately available funds to an account designated by the Company. The closing shall be held on such date as the parties may agree upon (the “Closing” and the “Closing Date”) at the offices of CXJ Group Co., Limited, 50 West Liberty Street, Suite 880 Reno, NV. at 10:00 a.m., or at such other location or by such other means upon which the parties may agree; provided, that all of the conditions set forth in Section 2 hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith.

Representations, Warranties and Covenants of the Company. The Company represents and warrants to the Purchaser, as of the date hereof, as follows:

(a)

(b)	Authorization<br> and Power. The execution, delivery and performance of this Agreement and the consummation<br> of the transaction contemplated hereby have been duly authorized by the Board of Directors<br> of the Company. The Agreement has been (or upon delivery will be) duly executed by the Company<br> is or, when delivered in accordance with the terms hereof, will constitute, assuming due<br> authorization, execution and delivery by each of the parties thereto, the valid and binding<br> obligation of the Company enforceable against the Company in accordance with its terms.
(c)	No<br> Conflict. The execution, delivery and performance of this Agreement and the consummation<br> of the transactions contemplated hereby do not (i) violate or conflict with the Company’s<br> Certificate of Incorporation, By-laws or other organizational documents, (ii) conflict with<br> or result (with the lapse of time or giving of notice or both) in a material breach or default<br> under any material agreement or instrument to which the Company is a party or by which the<br> Company is otherwise bound, or (iii) violate any order, judgment, law, statute, rule or regulation<br> applicable to the Company, except where such violation, conflict or breach would not have<br> a Material Adverse Effect on the Company. This Agreement when executed by the Company will<br> be a legal, valid and binding obligation of the Company enforceable in accordance with its<br> terms (except as may be limited by bankruptcy, insolvency, reorganization, moratorium and<br> similar laws and equitable principles relating to or limiting creditors’ rights generally).
(d)	Authorization.<br> Issuance of the Shares to Purchasers has been duly authorized by all necessary corporate actions of the Company.
(e)	Issuances. The Shares to be issued hereunder will be validly issued, fully paid and nonassessable.
(f)	Litigation<br> and Other Proceedings. There are no actions, suits, proceedings or investigations pending<br> or, to the knowledge of the Company, threatened against the Company at law or in equity before<br> or by any court or Federal, state, municipal or their governmental department, commission,<br> board, bureau, agency or instrumentality, domestic or foreign which could materially adversely<br> affect the Company. The Company is not subject to any continuing order, writ, injunction<br> or decree of any court or agency against it which would have a material adverse effect on<br> the Company.
(g)	Use<br> of Proceeds. The proceeds of this Offering and sale of the Shares, net of payment of<br> placement expenses, will be used by the Company for working capital and other general corporate<br> purposes.
(h)	Consents/Approvals. No consents, filings (other than Federal and state securities filings relating to the issuance of the Shares pursuant to applicable<br>exemptions from registration, which the Company hereby undertakes to make in a timely fashion), authorizations or other actions of any<br>governmental authority are required to be obtained or made by the Company for the Company’s execution, delivery and performance<br>of this Agreement which have not already been obtained or made or will be made in a timely manner following the Closing.
(i)	No<br> Commissions. The Company has not incurred any obligation for any finder’s, broker’s<br> or agent’s fees or commissions in connection with the transaction contemplated hereby.
---	---
(j)	Disclosure.<br> No representation or warranty by the Company in this Agreement, the Agreement, nor in any certificate, Schedule or Exhibit delivered<br> or to be delivered pursuant to this Agreement: contains or will contain any untrue statement of material fact or omits or will omit<br> to state a material fact necessary to make the statements contained herein or therein not misleading. To the knowledge of the<br> Company and its subsidiaries at the time of the execution of this Agreement, there is no information concerning the Company and its<br> subsidiaries or their respective businesses which has not heretofore been disclosed to the Purchasers that would have a Material<br> Adverse Effect.
(k)	Compliance<br> with Laws. The business of the Company and its subsidiaries has been and is presently<br> being conducted so as to comply with all applicable material federal, state and local governmental<br> laws, rules, regulations and ordinances.
4.	Purchaser Representations, Warranties and Agreements. The Purchaser hereby acknowledges, represents<br> and warrants as follows:
---	---
(a)	Organization;<br> Authority. Such Purchaser is an entity duly organized, validly existing and in good standing<br> under the laws of the jurisdiction of its organization with the requisite corporate or partnership<br> power and authority to enter into and to consummate the transactions contemplated by the<br> applicable Documents and otherwise to carry out its obligations thereunder. The execution,<br> delivery and performance by such Purchaser of the transactions contemplated by this Agreement<br> has been duly authorized by all necessary corporate or, if such Purchaser is not a corporation,<br> such partnership, limited liability company or other applicable like action, on the part<br> of such Purchaser. Each of this Agreement and other Documents has been duly executed by such<br> Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will<br> constitute the valid and legally binding obligation of such Purchaser, enforceable against<br> it in accordance with its terms, except as such enforceability may be limited by applicable<br> bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating<br> to, or affecting generally the enforcement of, creditors’ rights and remedies or by<br> other equitable principles of general application.
---	---
(b)	Investment<br> Intent. Such Purchaser is acquiring the Shares as principal for its own account for investment<br> purposes only and not with a view to or for distributing or reselling such Shares or any<br> part thereof, without prejudice, however, to such Purchaser’s right at all times to<br> sell or otherwise dispose of all or any part of such Shares in compliance with applicable<br> federal and state securities laws. Subject to the immediately preceding sentence, nothing<br> contained herein shall be deemed a representation or warranty by such Purchaser to hold the<br> Shares for any period of time. Such Purchaser is acquiring the Shares hereunder in the ordinary<br> course of its business. Such Purchaser does not have any agreement or understanding, directly<br> or indirectly, with any Person to distribute any of the Shares.
(c)	Purchaser<br> Status.
---	---
(i)	The<br> Purchaser agrees and acknowledges that it was not, a “U.S. Person” (as defined<br> below) at the time the Purchaser was offered the Shares and as of the date hereof:
---	---
(A)	Any natural person resident in the United States;
---	---
(B)	Any<br> partnership or corporation organized or incorporated under the laws of the United States;
(C)	Any<br> estate of which any executor or administrator is a U.S. person;
(D)	Any trust of which any trustee is a U.S. person;
(E)	Any<br> agency or branch of a foreign entity located in the United States;
(F)	Any<br> non-discretionary account or similar account (other than an estate or trust) held by a dealer<br> or other fiduciary for the benefit or account of a U.S. person;
(G)	Any<br> discretionary account or similar account (other than an estate or trust) held by a dealer<br> or other fiduciary organized, incorporated, or (if an individual) resident of the United<br> States; and
(H)	Any<br> partnership or corporation if (i) organized or incorporated under the laws of any foreign<br> jurisdiction and (ii) formed by a U.S. person principally for the purpose of investing in<br> securities not registered under the 1933 Act, unless it is organized or incorporated, and<br> owned, by accredited Purchasers (as defined in Rule 501(a) of Regulation D promulgated under<br> the 1933 Act) who are not natural persons, estates or trusts.

“UnitedStates” or “U.S.” means the United States of America, its territories and possessions, any State of the United States, and the District of Columbia.

(ii)	The<br> Purchaser understands that no action has been or will be taken in any jurisdiction by the<br> Company that would permit a public offering of the Shares in any country or jurisdiction<br> where action for that purpose is required.
(iii)	The<br> Purchaser (i) as of the execution date of this Agreement is not located within the United<br> States, and (ii) is not purchasing the Shares for the account or benefit of any U.S. Person,<br> except in accordance with one or more available exemptions from the registration requirements<br> of the 1933 Act or in a transaction not subject thereto.
(iv)	The<br> Purchaser will not resell the Shares except in accordance with the provisions of Regulation<br> S (Rule 901 through 905 and Preliminary Notes thereto), pursuant to a registration statement<br> under the 1933 Act, or pursuant to an available exemption from registration; and agrees not<br> to engage in hedging transactions with regard to such securities unless in compliance with<br> the 1933 Act.
(v)	The<br> Purchaser will not engage in hedging transactions with regard to shares of the Company prior<br> to the expiration of the distribution compliance period specified in Category 2 or 3 (paragraph<br> (b)(2) or (b)(3)) in Rule 903 of Regulation S, as applicable, unless in compliance with the<br> 1933 Act; and as applicable, shall include statements to the effect that the securities have<br> not been registered under the 1933 Act and may not be offered or sold in the United States<br> or to U.S. persons (other than distributors) unless the securities are registered under the<br> 1933 Act, or an exemption from the registration requirements of the 1933 Act is available.
(vi)	No<br> form of “directed selling efforts” (as defined in Rule 902 of Regulation S under<br> the 1933 Act), general solicitation or general advertising in violation of the 1933 Act has<br> been or will be used nor will any offers by means of any directed selling efforts in the<br> United States be made by the Purchaser or any of their representatives in connection with<br> the offer and sale of the Purchased Shares.
(d)	General<br> Solicitation. Such Purchaser is not purchasing the Shares as a result of any advertisement,<br> article, notice or other communication regarding the Shares published in any newspaper, magazine<br> or similar media or broadcast over television or radio or presented at any seminar or any<br> other general solicitation or general advertisement.
---	---
(e)	Access<br> to Information. Such Purchaser acknowledges that it has reviewed the disclosure materials<br> and has been afforded (i) the opportunity to ask such questions as it has deemed necessary<br> of, and to receive answers from, representatives of the Company concerning the terms and<br> conditions of the offering of the Shares and the merits and risks of investing in the Shares;<br> (ii) access to information about the Company and the Subsidiaries and their respective financial<br> condition, results of operations, business, properties, management and prospects sufficient<br> to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional<br> information that the Company possesses or can acquire without unreasonable effort or expense<br> that is necessary to make an informed investment decision with respect to the investment.<br> Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser<br> or its representatives or counsel shall modify, amend or affect such Purchaser’s right<br> to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s<br> representations and warranties contained in the Transaction Documents.
---	---
(f)	Independent<br> Investment Decision. Such Purchaser has independently evaluated the merits of its decision<br> to purchase the Shares pursuant to the Agreement, and such Purchaser confirms that it has<br> not relied on the advice of any other Purchaser’s business and/or legal counsel in<br> making such decision. Such Purchaser has not relied on the business or legal advice of the<br> Company or any of its agents, counsel or Affiliates in making its investment decision hereunder,<br> and confirms that none of such Persons has made any representations or warranties to such<br> Purchaser in connection with the transactions contemplated by the Transaction Documents.
5.	Miscellaneous
---	---

(a)	Confidentiality. The Purchaser covenants and agrees that it will keep confidential and will not disclose<br> or divulge any confidential or proprietary information that such Purchaser may obtain from<br> the Company pursuant to financial statements, reports, and other materials submitted by the<br> Company to such Purchaser in connection with this offering or as a result of discussions<br> with or inquiry made to the Company, unless such information is known, or until such information<br> becomes known, to the public through no action by the Purchaser; provided, however, that<br> a Purchaser may disclose such information (i) to its attorneys, accountants, consultants,<br> and other professionals to the extent necessary in connection with his or her investment<br> in the Company so long as any such professional to whom such information is disclosed is<br> made aware of the Purchaser’s obligations hereunder and such professional agrees to<br> be likewise bound as though such professional were a party hereto, (ii) if such information<br> becomes generally available to the public through no fault of the Purchaser, or (iii) if<br> such disclosure is required by applicable law or judicial order.
(b)	Successors.<br> The covenants, representations and warranties contained in this Agreement shall be binding on the Purchaser’s and the<br> Company’s heirs and legal representatives and shall inure to the benefit of the respective successors and assigns of the<br> Company. The rights and obligations of this Subscription Agreement may not be assigned by any party without the prior written<br> consent of the other party.
(c)	Counterparts.<br> This Agreement may be executed in counterparts, each of which shall be deemed an original agreement, but all of which together shall<br> constitute one and the same instrument.
(d)	Execution<br> by Facsimile. Execution and delivery of this Agreement by facsimile transmission (including<br> the delivery of documents in Adobe PDF format) shall constitute execution and delivery of<br> this Agreement for all purposes, with the same force and effect as execution and delivery<br> of an original manually signed copy hereof.
---	---
(e)	Governing<br> Law and Jurisdiction. This Agreement shall be governed by and construed in accordance<br> with the laws of the State of Nevada applicable to contracts to be wholly performed within<br> such state and without regard to conflicts of laws provisions. Any legal action or proceeding<br> arising out of or relating to this Subscription Agreement and/or the Offering Documents may<br> be instituted in the courts of the State of Nevada sitting in Nevada, and the parties hereto<br> irrevocably submit to the jurisdiction of each such court in any action or proceeding. Purchaser<br> hereby irrevocably waives and agrees not to assert, by way of motion, as a defense, or otherwise,<br> in every suit, action or other proceeding arising out of or based on this Subscription Agreement<br> and/or the Offering Documents and brought in any such court, any claim that Purchaser is<br> not subject personally to the jurisdiction of the above named courts, that Purchaser’s<br> property is exempt or immune from attachment or execution, that the suit, action or proceeding<br> is brought in an inconvenient forum or that the venue of the suit, action or proceeding is<br> improper.
(f)	Notices.<br> All notices, requests, demands, claims and other communications hereunder shall be in writing and shall be delivered by certified or<br> registered mail (first class postage pre-paid), guaranteed overnight delivery, or facsimile transmission if such transmission is<br> confirmed by delivery by certified or registered mail (first class postage pre-paid) or guaranteed overnight delivery, to the<br> following addresses and facsimile numbers (or to such other addresses or facsimile numbers which such party shall subsequently<br> designate in writing to the other party):
(i)	if to the Company:
---	---

CXJ Group Co., Limited.

Attn: LIXIN CAI

50 West Liberty Street, Suite 880 Reno, NV. 89501.

Room 401, 4^th^ Floor, East Block Building 5,

Xintiandi Business Center,

No. 7 Anqiaogang Road,

Gongshu District, Hangzhou City,

Zhejiang Province,

China 310017.

(ii)	if to the Purchasers:

To the addresses set forth on the signature pages.

(g)

(h)

(i)

[SIGNATUREPAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

COMPANY:	CXJ GROUP CO., LIMITED.
	By:
	Name:	LIXIN<br> CAI
	Title:	CEO<br> and Director
	Date：	September<br> 2, 2024
PURCHASER:
---	---
	Name: SHIGUO WANG
	Passport No. : EG6829440
	Date: September 2, 2024
	Purchase Price: 129,600
	Number of Shares: 200,000
	Address:


	Telephone: +86-13607365917
	Email: 2732722166@qq.com

All values are in US Dollars.

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 November 30, 2024;

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> January 8, 2025
---	---	---
	By:	/s/ Lixin Cai
	Title:	Chairman<br> and Chief 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 November 30, 2024;

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;

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> January 8, 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 November 30, 2024 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> January 8, 2025
	By:	/s/ Lixin Cai
	Title:	Chairman<br> and Chief 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 November 30, 2024 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> January 8, 2025
	By:	/s/ Cuiyao Luo
	Title:	Chief<br> Financial Officer