10-Q/A - ECXJ - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

10-Q/A

☒ QUARTERLY

REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE

SECURITIES EXCHANGE ACT OF 1934

Forthe quarter ended August 31, 2022

☐ 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)

C290,DoBe E-Manor, Dongning Road No. 553, Jianggan District,

HangzhouCity, Zhejiang Province, China, 310026

(Address of principal executive offices, including zip code)

(86)18668175727

(Registrant’s phone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES

☒ NO ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding twelve months (or shorter period that the registrant was required to submit and post such files).

YES

☒ NO ☐

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

Large<br> accelerated filer	☐	Accelerated<br> filer	☐
Non-accelerated<br> filer	☒	Smaller<br> reporting company	☒
		Emerging<br> growth company	☐

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class	Outstanding at January 26, 2024
Common<br> Stock, $.001 par value	101,710,517

Explanatory

Note

This Amendment No.1 to Quarterly Report on Form 10-Q/A (this “Amended Report”) is filled with the Securities and Exchange Commission to amend the Quarterly Report on Forms 10-Q for the fiscal quarter ended August 31, 2022 (the “Original 10-Q”) of CXJ Group Co., Limited, solely to furnish XBRL (eXtensible Business Reporting Language) documents under Exhibit 101, As permitted by Rule 405(a)(2)(ii) of Regulation S-T, Exhibit 101 was required to be filled by amendment within 30 days of the original filing date of the Original 10-Q.

Except for the foregoing, this Amended Report speaks as of the filing date of the Original 10-Q and does not update or discuss any other developments after the date of the Original 10-Q. This Amended Report restates only those portions of the Original 10-Q affected by the above changes.

| 2 |

| --- |

CXJ

GROUP CO LIMITED.

TABLE

OF CONTENTS

		Page
PART I	FINANCIAL INFORMATION	4
ITEM<br> 1.	Financial Statements:
	Condensed Consolidated Balance Sheets as of August 31, 2022 (unaudited) and May 31, 2022 (audited)	5
	Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three Months and Three Months Ended August 31, 2022 and 2021 (unaudited)	6
	Condensed Consolidated Statement of Changes in Stockholders’ Deficit for the Three Months August 31, 2022 and 2021 (unaudited)	7
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended August 31, 2022 and 2021 (unaudited)	8
	Notes to the Consolidated Financial Statements	9-27
ITEM<br> 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
ITEM<br> 3.	Quantitative and Qualitative Disclosures About Market Risk	32
ITEM<br> 4.	Controls and Procedures	32
PART II	OTHER INFORMATION	32
ITEM<br> 1.	Legal Proceedings	33
ITEM<br> 2.	Unregistered Sales of Equity Securities and Use of Proceeds	33
ITEM<br> 3.	Defaults Upon Senior Securities	33
ITEM<br> 4.	Mine Safety Disclosures	33
ITEM<br> 5.	Other Information	33
ITEM<br> 6.	Exhibits	33
Signatures		34

| 3 |

| --- |

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 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.

| 4 |

| --- |

CXJ

GROUP CO., LIMITED

CONDENSED

CONSOLIDATED BALANCE SHEETS

AS

OF August 31, 2022 and May 31, 2022

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

		May 31, 2022
		Audited

ASSETS
CURRENT ASSETS
Cash and cash equivalents
Accounts receivable
Prepayments, deposits and other receivables
Inventories
Total Current Assets
NON-CURRENT ASSETS
Property, plant and equipment, net
Goodwill
Operating lease right-of-use assets
Total Non-current Assets
TOTAL ASSETS
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable
Advanced received, accrued expenses and other payables
Due to related party
Amount due to directors
Amount due
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, 101,710,517 and 101,487,017 shares issued and outstanding as of August 31, 2022 and May 31, 2022 respectively
Additional paid-in capital
Accumulated other comprehensive income (loss)	)		)
Accumulated deficit	)		)
Total CXJ Group Stockholders’ Equity
Non-controlling interest
TOTAL STOCKHOLDERS’ EQUITY
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

All values are in US Dollars.

| 5 |

| --- |

CXJ

GROUP CO., LIMITED

CONDENSED

CONSOLIDATED STATEMENTS OF OPERATIONS AND

COMPREHENSIVE

INCOME / (LOSS)

FOR

THE THREE MONTHS ENDED AUGUST 31, 2022

and

AUGUST 31, 2021

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

	August 31, 2022		August 31, 2021
	For the three months ended
	August 31, 2022		August 31, 2021
	Unaudited		Unaudited

REVENUE
- Non-related party
COST OF REVENUE		)		)
GROSS PROFIT
OTHER INCOME
SELLING AND DISTRIBUTION EXPENSES		)		)
GENERAL AND ADMINISTRATIVE EXPENSES		)		)
PROFIT/(LOSS) FROM OPERATIONS				)
INTEREST INCOME
PROFIT/(LOSS) BEFORE INCOME TAX				)
INCOME TAXES EXPENSE		)
PROFIT/(LOSS) AFTER TAXATION				)
Less: Non-controlling Interest				)
PROFIT/(LOSS) ATTRIBUTABLE TO SHAREHOLDERS				)
Other comprehensive income/(loss):
- Foreign exchange adjustment income
COMPREHENSIVE PROFIT/(LOSS)				)
Net loss per share - Basic and diluted				)
Weighted average number of common shares outstanding – Basic and diluted

All values are in US Dollars.

| 6 |

| --- |

CXJ

GROUP CO., LIMITED

CONDENSED

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICITS

FOR

THE THREE MONTHS ENDED AUGUST 31, 2022 AND 2021

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

(Unaudited)

Forthe three months ended August 31, 2022

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

Balance as of May 31, 2022		101,487,017				)		)
Common Stock issued		223,500
Accumulated other Comprehensive Income		-
Net (loss)/profit		-
Non-controlling interest		-
Balance as of August 31, 2022		101,710,517				)		)

All values are in US Dollars.

Forthe three months ended August 31, 2021

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

Balance as of May 31, 2021		101,487,017				)		)
Common Stock issued		-
Accumulated other Comprehensive Income		-
Net (loss)/profit		-						)				)
Non-controlling interest		-								)		)
Balance as of August 31, 2021		101,487,017				)		)		)

All values are in US Dollars.

| 7 |

| --- |

CXJ

GROUP CO., LIMITED

CONDENSED

CONSOLIDATED STATEMENTS OF CASH FLOWS

FORTHE THREE MONTHS ENDED AUGUST 31, 2022 and 2021

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

(Unaudited)

	August 31, 2022		August 31, 2021
`	For the three months ended
	August 31, 2022		August 31, 2021

CASH FLOWS FROM OPERATING ACTIVITIES:
Net Profit/(Loss)				)
Adjustments to reconcile net profit/(loss) to net cash provided by/(used in) operating activities
Depreciation and amortization
Amortization of right-of-use assets
Amortization of intangible assets
Impairment of goodwill
others				)
Changes in operating assets and liabilities:
Accounts receivables		)		)
Prepayments, deposits and other receivables				)
Inventories				)
Accounts payable		)		)
Advanced received, accrued liabilities and other payables		)
Operating lease liabilities		)
Net cash provided by operating activities		)		)
CASH FLOWS FROM INVESTING ACTIVITY:
Purchase of property, plant and equipment		)		)
Purchase of intangible assets				)
Net cash used in investing activity		)		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from share issuance
Repayment to related party		)
Advances from directors
Net cash provided by financing activities
Effect of exchange rate changes on cash and cash equivalents		)
Net change in cash and cash equivalents		)		)
Cash and cash equivalents, beginning of year
CASH AND CASH EQUIVALENTS, END OF YEAR

All values are in US Dollars.

| 8 |

| --- |

CXJ

GROUP CO., LIMITED

NOTES

TO CONSOLIDATED STATEMENTS

FORTHE THREE MONTHS ENDED AUGUST 31, 2022 and year ended may 31, 2022

EXPRESS

IN UNITED STATES DOLLARS

(Unaudited)

Note1. Company Overview

CXJ Group Co., Limited (“we”, “us”, 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.

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. Our business is supporting our alliance with products and technical services enable them to service consumers in China.

| 9 |

| --- |

Note2. Summary of Significant Accounting Policies

(a)Basis of presentation and liquidation

The condensed consolidated balance Sheets as of August 31, 2022 and May 31, 2022 and the condensed consolidated statements of operations and comprehensive income (loss), shareholders’ equity, and cash flow for the three months ended August 31, 2022 and 2021 have been prepared by the Company is in conformity with generally accepted accounting principles in the United States (“US GAAP”).

The

Company incurred net profit of $48,276 and net loss of $83,979 during the three months ended August 31, 2022 and 2021, respectively. As of August 31, 2022 and May 31, 2022, the Company had an accumulated deficit of $2,135,486 and $2,169,499, respectively. The Company net cash outflow used in operations of $863,432 during the three months ended August 31, 2022.

As

of August 31, 2022 and May 31, 2022, the Company had cash and cash equivalents of $80,853 and $827,144, the current liability of $1,975,920 and $3,213,999. 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.

The company currently is seeking to restructure the terms of our liabilities by raising funds to pay off liabilities. Our ability to continue as a going concern is depend upon obtaining the necessary financing or negotiating the terms of the existing borrowing to meet our current and future liquidity need.

(b)Going Concern Uncertainties

The

accompanies financial statements have been prepared assuming that the Company will continue as a going concern. The Company having accumulated deficit of $2,135,486 and $2,169,499 as of August 31, 2022 and May 31, 2022 respectively. During the period three months ended August 31, 2022 and 2021, the Company generated a net profit of $48,276 and net loss of $83,979 respectively. Furthermore, the Company recorded a net cash outflows from operating activities of $863,432 and $57,419 as of August 31, 2022 and 2021 respectively.

The Company’s cash position is significant to support the Company’s daily operation. While the Company believes in the viability of its strategy and in 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 the ability to acquire financial support from its major shareholder.

These and other factors raise substantial doubts about the Company’s ability to continue as a going concern within one year after the date that financial statements are issued. These financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amount and classification of liabilities that may result in the Company not being able to continue as a going concern.

(c) Principles of Consolidation

The accompanying 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 substantially trading of exhaust cleaner and brand name management service 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 these 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.

| 10 |

| --- |

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 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 of Outstanding Shares of its Subsidiaries

Subsidiaries:				Place of<br><br> <br>incorporation
CXJ Investment Group Company Ltd	2020/2/19	100	%	BVI
CXJ (HK) Technology Group Company Ltd	2020/3/11	100	%	Hong Kong
CXJ (Shenzhen) Technology Co., Ltd	2020/5/26	100	%	PRC
VIE:
CXJ Technology (Hangzhou) Co., Ltd	2019/3/28	100	%	PRC
CXJ Automobile industry Ecology (Shenzhen) Co., LTD	2020/10/28	51	%	PRC

(d) Use of Estimates

The accompanying consolidated financial statements have been prepared in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the balance sheet date and revenues and expenses during the reporting periods. Significant accounting estimates reflected in the Company’s consolidated financial statements include, but not limited to economic lives and impairment of long-lived assets, valuation allowance for deferred tax assets, and uncertain tax position. Changes in facts and circumstances may result in revised estimates. Actual results could differ from those estimates, and as such, differences may be material to the consolidated financial statements.

| 11 |

| --- |

(e) Foreign Currency

The functional currency of the Company, CXJ Group Co., Ltd, CXJ Investment Group Company Ltd and CXJ (HK) Technology Group Company Ltd is US Dollar. The VIE determined their functional currency to be Chinese Remibi, or RMB based on the criteria of ASC 830, Foreign Currency Matters. The Company uses USD as its reporting currency.

The Company uses the average exchange rate for the year and the exchange rate at the balance sheet date to translate the operating results and financial position, respectively. The Company also uses the historical exchange rate at the initial transaction date to translate the capital and various reserve items. Translation differences are recorded in accumulated other comprehensive income (loss), a component of shareholders’ deficits.

Translation of amounts from CNY into US$1 has been made at the following exchange rates for the respective periods:

Schedule of Exchange Rates

		2021

		2021
Period-end CNY: US1 exchange rate	6.89		6.46
Period-average CNY: US1 exchange rate	6.74		6.46
Exchange rate	6.74		6.46

All values are in US Dollars.

(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.

(g) Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable are stated at the historical carrying amount net of allowance for doubtful accounts.

The Company maintains an allowance for doubtful accounts which reflects its best estimate of amounts that potentially will not be collected. The Company determines the allowance for doubtful accounts taking into consideration various factors including but not limited to historical collection experience and credit-worthiness of the debtors as well as the age of the individual receivables balance. Additionally, the Company makes specific bad debt provisions based on any specific knowledge the Company has acquired that might indicate that an account is uncollectible. The facts and circumstances of each account may require the Company to use substantial judgment in assessing its collectability.

(h) Inventories, Net

Inventories, consisting of finished goods, work in process, and raw materials. Inventories are stated at the lower of cost and net realizable value. Cost of inventory is determined using the weighted average cost method. Adjustments are recorded to write down the cost of inventory to the estimated net realizable value due to slow-moving and obsolete inventory, which is dependent upon factors such as historical and forecasted consumer demand, and promotional environment. The Company takes ownership, risks and rewards of the products purchased.

(i) Prepayments

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

| 12 |

| --- |

(j) Intangible Assets, Net

The Company’s intangible assets with definite useful lives primarily consist of software, non-patent technology and land use right. The Company typically amortizes its purchased software, non-patent technology and land used right with definite useful lives on a straight-line basis over the shorter of the contractual terms or the estimated useful Lives. The Company’s policy is 100% written off the in-house developed software during the year occurred.

According to the law of PRC, the government owns all the land in the PRC. Companies or individuals are authorized to possess and use the land only through land use rights granted by the Chinese government for a specified period of time. The Company amortizes its land use rights using the straight-line method over the periods the rights are granted.

The estimated useful lives of purchased software and non-patent technology are as follow:

Schedule of Intangible Assets Estimated Useful Lives

10 years

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

The Company evaluates its long-lived assets, including fixed assets and intangible assets with finite lives, for impairment whenever events or changes in circumstances, such as a significant adverse change to market conditions that will impact the future use of the assets, indicate that the carrying amount of an asset may not be fully recoverable. When these events occur, the Company evaluates the recoverability of long-lived assets by comparing the carrying amount of the assets to the future undiscounted cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flows is less than the carrying amount of the assets, the Company recognizes an impairment loss based on the excess of the carrying amount of the assets over their fair value. Fair value is generally determined by discounting the cash flows expected to be generated by the assets, when the market prices are not readily available.

(l)Goodwill

Goodwill represents the excess of the purchase price over the fair value of the net identifiable assets acquired in a business combination. In accordance with FASB ASC Topic 350, “Intangibles-Goodwill and Others”, goodwill is subject to at least an annual assessment for impairment or more frequently if events or changes in circumstances indicate that an impairment may exist, applying a fair-value based test. Fair value is generally determined using a discounted cash flow analysis.

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 January 1, 2020.

(m) Fair Value of Financial Instruments

The Company’s financial instruments include cash and cash equivalents, amount due from/to related parties, merchant deposits, payables to merchants. The carrying values of these financial instruments approximate their fair values due to their short-term maturities.

The Company applies ASC 820, Fair Value Measurements and Disclosures, (“ASC 820”). ASC 820 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. ASC 820 requires disclosures to be provided on fair value measurement.

| 13 |

| --- |

ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

Level 1—Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2—Other inputs that are directly or indirectly observable in the marketplace.

Level 3—Unobservable inputs which are supported by little or no market activity.

ASC 820 describes three main approaches to measuring the fair value of assets and liabilities: (1) market approach; (2) income approach; and (3) cost approach. The market approach uses prices and other relevant information generated from market transactions involving identical or comparable assets or liabilities. The income approach uses valuation techniques to convert future amounts to a single present value amount. The measurement is based on the value indicated by current market expectations about those future amounts. The cost approach is based on the amount that would currently be required to replace an asset.

(n) Revenue Recognition

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 automobile exhaust cleaners and auto parts directly to members. 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 members, 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 members, and provision of management service. Revenue from the maintenance service to the members is recognized at a point in time when services are provided. Revenue from the management service to the customer is recognized as the performance obligation is satisfied over time over the contracting period.

(o) Sales and Distribution Expense

Selling

and distribution expenses amounted to $223,543 and $225,814 for the three months ended August 31, 2022 and 2021 respectively. Selling and distribution expenses are mainly included salary $99,168, convention expense $36,428,sale-related consultancy $23,822, exhibition and advertisement expenses $55,810 and logistics expenses $35,395.

| 14 |

| --- |

(p) General and Administrative Expenses

General

and administrative expenses amounted to $227,369 and $162,048 for the three months ended August 31, 2022 and 2021 respectively. General and administrative expenses consist salary $82,992, consultancy$69,732, rental expenses $15,637, research fee $14,824.

(q) Operating Leases

Prior to the adoption of ASC 842 on January 1, 2019:

Leases, mainly leases of factory buildings, offices and employee dormitories, where substantially all the rewards and risks of ownership of assets remain with the lessor are accounted for as operating leases. Payments made under operating leases are recognized as an expense on a straight-line basis over the lease term. The Company had no finance leases for any of the periods stated herein.

Upon and hereafter the adoption of ASC 842 on January 1, 2019:

The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liability, and operating lease liability, non-current in the Company’s consolidated balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. When determining the lease term, the Company includes options to extend or terminate the lease when it is reasonably certain that it will exercise that option, if any. As the Company’s leases do not provide an implicit rate, the Company used an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company has elected to adopt the following lease policies in conjunction with the adoption of ASU 2016-02: (i) for leases that have lease terms of 12 months or less and does not include a purchase option that is reasonably certain to exercise, the Company elected not to apply ASC 842 recognition requirements; and (ii) the Company elected to apply the package of practical expedients for existing arrangements entered into prior to January 1, 2019 to not reassess (a) whether an arrangement is or contains a lease, (b) the lease classification applied to existing leases, and(c) initial direct costs.

(r) 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.

(s) 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.

| 15 |

| --- |

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.

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.

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.

P.R.CChina

The China Corporate Income Tax Law (“CIT Law”) became effective on January 1, 2008. Under the CIT Law, China’s dual tax system for domestic enterprises and foreign investment enterprises (“FIEs”) was effectively replaced by a unified system. The new law establishes a tax rate of 25% for most enterprises. The Company’s VIE through which the majority of our business in China is applicable to this tax rate

The following table reconciles the PRC statutory rates to the Company’s effective tax rate for the three months ended August 31, 2022 and August 31, 2021, respectively:

Schedule of Reconciliation PRC Statutory Rates


PRC statutory rate	25	%	25	%
Net operating losses for which no deferred tax assets was recognized	(25	)%	(25	)%
The Company’s expense is out of limit than that of PRC statutory tax policy allowed	16.5	%	16.5	%
Effective income tax rate	16.5	%	16.5	%

Income tax expense for the three months ended August 31, 2022 and August 31, 2021, respectively are as follows:

Schedule of Income Tax Expense

	August 31, 2022			August 31, 2021
	For the three months ended
	August 31, 2022			August 31, 2021
Current		(3,898	)		-
Deferred		-			-
Income tax expense/(income)		(3,898	)		-

(t) 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.

| 16 |

| --- |

(u) Comprehensive Income (Loss)

Comprehensive income (loss) 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 income (loss) includes net loss and foreign currency translation adjustment and is presented in the consolidated statements of operations and comprehensive income (loss).

(v)Loss Per Share

Basic loss per share is computed by dividing net loss attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period using the two-class method. Under the two-class method, net loss is allocated between ordinary shares and other participating securities based on their participating rights. Diluted loss per share is calculated by dividing net loss attributable to ordinary shareholders by the weighted average number of ordinary and dilutive ordinary equivalent shares outstanding during the period. Ordinary equivalent shares consist of shares issuable upon the exercise of share options using the treasury stock method. Ordinary equivalent shares are not included in the denominator of the diluted loss per share calculation when inclusion of such shares would be anti-dilutive.

(w) Segment Reporting

The Company follows ASC 280, Segment Reporting. The Company’s Chief Executive Officer as the chief operating decision-maker reviews the consolidated financial results when making decisions about allocating resources and assessing the performance of the Company as a whole and hence, the Company has only one reportable segment. The Company operates and manages its business as a single segment. As the Company’s long-lived assets are substantially all located in the PRC and substantially all the Company revenues are derived from within the PRC, no geographical segments are presented.

(x) Recently Issued Accounting Standards

Recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future 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 (“CXJHZ”) in Hangzhou, China. Mr. Cai in turn incorporated CXJ Investment Group Company Ltd (“CXJ”), CXJ (HK) Technology Group Company Ltd (“CXJHK”), and CXJ (Shenzhen) Technology Co., Ltd (“CXJSZ”) 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 CXJHK and CXJHK owns 100% interest in CXJSZ. CXJSZ controls 100% interest in CXJHZ through VIE contractual arrangements as disclosed in Note 4. Such reorganization was completed on May 28, 2020.

On

June 18, 2019, the Company underwent a change of control as a result of the transfer of 10,000,000 shares of Series A Preferred stock (which voted on a 10 for one basis at the time of the change of control) from Custodian Ventures, LLC and 17,700,000 shares of common stock to Xinrui Wang.

| 17 |

| --- |

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.

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 (Shenzhen) Co., Ltd. (“CXJSZ”). 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 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.

| 18 |

| --- |

(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 August 31,2022 and May 31, 2021.

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 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

Note6. Concentration of Risk

(a)Major Customers

For the three months ended August 31, 2022 and 2021, there was no customers who accounted for 10% or more of the Company’s revenue nor with significant outstanding receivables.

| 19 |

| --- |

(b)Major Suppliers

For the three months ended August 31, 2022 and 2021, the vendors who accounted for 10% or more of the Company’s cost of revenue are presented as follows:

Schedule of Major Suppliers

	For the three months ended August 31,		For the three months ended<br> August 31,
	2022	2021	2022			2021
			%			%
Foshanshi Yuansheng Blue Sea Automobile Technology Service Co., Ltd				46	%		-
Nanjing Western Oil Co., Ltd				23	%		-
Linyi Niubang International Trading Co., Ltd				5	%		69	%
Wuxi Anruichi Technology Co., Ltd				2	%		18	%
Guangzhou Kashide Car Accessories Co., Ltd				19	%		11	%
				94	%		98	%

All values are in US Dollars.

No accounts payable for major suppliers, where the major suppliers requested to make full payment before delivery of goods.

Note7. Account Receivables, Net

As

of August 31, 2022 and May 31, 2022. our account receivables are $62,322 and $60,122, respectively.

Note8. Prepayment, Deposits and Other Receivables

Prepaid expenses and other receivables consisted of the following at August 31, 2022 and May 31, 2022:

Schedule of Prepaid Expenses and Other Receivables

	August 31, 2022	May 31, 2022
	As of
	August 31, 2022	May 31, 2022
	(unaudited)	(audited)

Prepayments
Deposits paid
Other receivables
Total

All values are in US Dollars.

OtherReceivables

Schedule of Other Receivables

Description	Amount ()	Remark
Staff Advances		For business conference and function, travelling expenses and office expenses.
Short term borrowing to third party		Repayments of $13,062 in November 2022 and $6,096 in December 2022 respectively
Total

All values are in US Dollars.

As

of August 31, 2022, the prepayment balance $211,674 represented the advances to suppliers for providing goods and services. The deposit balance $12,112 is the deposits paid to landlord for renting office and warehouse. Other receivable balance 58,659 represented staff advance $39,501 and short term borrowing to third party $19,158.

| 20 |

| --- |

Note9. Property, Plant and Equipment, Net

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

Schedule of Property, Plant and Equipment

	As of
	August 31, 2022		May 31, 2022
	(unaudited)		(audited)

Property, Plant and Equipment
Less: Accumulated Depreciation as of May 31, 2022		)		)
Net book value of Property, Plant and Equitment as of May 31, 2022
Net book value of Property, Plant and Equitment as of May 31, 2022
Add: New purchase of fixed assets
Less: Accumulated Depreciation as of August 31, 2022		)
Less: Foreign translation difference		)
Net book value of Property, Plant and Equipment as of August 31, 2022

All values are in US Dollars.

Note10. Intangible Assets

Intangible assets and related accumulated amortization were as follows:

Schedule of Intangible Assets

	August 31, 2022		May 31, 2022
	As of
	August 31, 2022		May 31, 2022
	(unaudited)		(audited)

Software
Add: Capitalization of software
Total software
Less: Softeare written off on May 31,2020		)		)
Less: Softeare written off on May 31,2021		)		)
Less: Softeare written off on May 31,2022		)
Less: Foreign translation difference		)		)
Total

All values are in US Dollars.

That is no movement of intangible assets during the period ended August 31, 2022.

Note11 – Business Combination and Goodwill

On

May 28, 2020, ECXJ completed the acquisition of 100% equity interest of CXJHZ. 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 CXJHZ’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.

| 21 |

| --- |

The determination of fair values involves the use of significant judgment and estimates and in the case of CXJHZ, 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 CXJHZ as follows:

Schedule of Purchase Price Allocated on Acquisition

	As of May 28, 2020

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

All values are in US Dollars.


Account Payable		)
Advanced Receipts		)
Accrued liabilities, other payable and deposits received		)
Due to a related company		)
Due to related parties		)
Due to directors		)
Operating lease liabilities, net of current portion		)
Operating lease liabilities, non current portion		)
Total liabilities		)
Net tangible liabilities		)
Goodwill
Total purchase price

All values are in US Dollars.


Consideration in form of shares
Total consideration

All values are in US Dollars.

| 22 |

| --- |

The Company’s policy is to perform its annual impairment testing on goodwill for its reporting unit on May 31, of each fiscal year or more frequently if events or changes in circumstances indicate that an impairment may exist. The Company’s evaluation of goodwill for impairment involves the comparison of the fair value of CXJHZ to its carrying value. The Company used the income approach with the discounted cash flow valuation method with the assistance of a third-party valuation appraiser to estimate fair value, which requires management to make significant estimates and assumptions related to forecasted revenues and cash flows and the discount rate.

The

goodwill value $4,763,015

is occurred on the acquisition. The impairment

loss on goodwill of $1,006,432

and $322,972

,

were recognized during the year ended May 31, 2022 and 2021 respectively. As of May 31, 2022, the balance of goodwill is $3,433,611 .

Note12. Accounts Payable

Accounts payable consists of the following:

Schedule of Accounts Payable

	August 31, 2022	May 31, 2022
	As of
	August 31, 2022	May 31, 2022
	(unaudited)	(audited)

Accounts Payable

All values are in US Dollars.

The

account payable balance of $103,263 includes payable to vendors for motor oil and auto parts. It was expected to be paid in the end of 2022.

Note13. Advanced Received, Accrued Expenses and Other Payable

Scheduleof Advanced Received, Accrued Expenses and Other Payable

	August 31, 2022	May 31, 2022	Increase/ (Decrease)
	As of
	August 31, 2022	May 31, 2022	Increase/ (Decrease)
	(unaudited)	(audited)

Advanced Received				)
Accrued Expenses				)
Deposit Received				)
Other Payable				)
Total				)

All values are in US Dollars.

Advanced

received balance $1,419,205 consists of advances from customer for brand name management fees and providing of goods and services, Accrued expenses balance $85,738 consists payroll related costs, audit fee and VAT payable. Deposit received balance $66,763 is the warranty for usage of brand name. Other payable balance $87,613 is the provision for business dispute with a customer in the year 2020.

As

of August 31, 2022 and May 31, 2022, the advanced received, accrued expenses and other payable balances are $1,659,319 and $2,764,506 respectively, as compared that is an decrease of $1,105,187. The decreament is mainly due to decrease in advanced received $1,069,242 for brand name management fees and goods., accrued expenses $30,852 for VAT payable, payroll related costs, deposit received $2,203 for warranty for usage of brand name and other payable $2,890.

| 23 |

| --- |

AdvancedReceived

Schedule of Advance Received

Description	Amount	Remark
Prepayment of goods from customers
Brand name management fees from customers		Will amortized according to the contract
Total

All values are in US Dollars.

Advanced

received $1,419,205 include prepayment of goods from customers $485,553 and brand name management fees from customers $933,652.

Note13. Related Party Transaction

Amounts due from related parties as of August 31, 2022 and May 31, 2021 (as restated) are as follows:

Schedule of Related Party Transaction

Amounts due to related parties		As of
		August 31,2022	May 31,2022
		(unaudited)	(audited)

Cuiyao Luo	CFO & Director
Shenzhen BaiWen Enterprise Management Consultancy Co., Ltd	Controlled by Directors
Total

All values are in US Dollars.

As

of August 31, 2022 and May 31, 2022, Cuiyao Luo advanced $163,384 and $158,384 respectively to the company as working capital and to pay administrative expenses, which is unsecured, interest-free and payable on demand for working capital purpose.

Note14. Operating Lease

The Company officially adopted ASC 842 for the period on and after June 1, 2019 as permitted by ASU 2016-02. ASC 842 originally required all entities to use a “modified retrospective” transition approach that is intended to maximize comparability and be less complex than a full retrospective approach. On July 30, 2018, the FASB issued ASU 2018-11 to provide entities with relief from the costs of implementing certain aspects of the new leasing standard, ASU 2016-02 of which permits entities may elect not to recast the comparative periods presented when transitioning to ASC 842. As permitted by ASU 2018-11, the Company elect not to recast comparative periods, thusly.

As

of June 1, 2019, the Company recognized approximately US$242,145, lease liability as well as right-of-use asset for all leases (with the exception of short-term leases) at the commencement date. Lease liabilities are measured at present value of the sum of remaining rental payments as of June 1, 2019, with discounted rate of 4.75% adopted from The People’s Bank Of China’s base lending rate as a reference for discount rate, as this bank is the largest bank and national bank of China.

| 24 |

| --- |

A single lease cost is recognized over the lease term on a generally straight-line basis. All cash payments of operating lease cost are classified within operating activities in the statement of cash flows. The initial recognition of operating lease right and lease liability as follow:

As of August 31, 2022, operating lease right as follow:

Schedule of Operating Lease Right


Gross lease payable
Less: imputed interest		)
Initial recognition as of June 1, 2019
As of May 31, 2022 operating lease right of use asset as follow:
Initial recognition as of June 1, 2019
Amortization for the year ended May 31, 2020		)
Balance as of May 31, 2020
Add: New office lease on November 30, 2020 - Office
Adjustment for discontinuation of tenancy - Office (Nov 2020)		)
Amortization for the year ended May 31, 2021		)
Balance as of May 31, 2021
Add: New office lease on June 30, 2021 -Warehouse
Add: New office lease on May 1, 2022 - SZ Lanbei Office
Adjustment for discontinuation of tenancy - Warehouse		)
Amortization for the year ended May 31,2022		)
Foreign exchange translation		)
Balance as of May 31, 2022
Add: New office lease
Amortization for the period ended August 31,2022		)
Foreign exchange translation		)
Balance as of August 31, 2022

All values are in US Dollars.

| 25 |

| --- |

As of August 31, 2022, operating lease liability as follow:

Schedule of Operating Lease Liability


Initial recognition as of June 1, 2019
Less: gross repayment for the year ended May 31, 2020		)
Add: imputed interest for the year ended May 31, 2020
Balance as of May 31, 2020
Add: New office lease on November 30, 2020
Adjustment for discontinuation of tenancy - Office (Nov 2020)		)
Less: gross repayment for the year ended May 31, 2021		)
Add: imputed interest for the year ended May 31, 2021		)
Balance as of May 31, 2021
Add: New warehouse lease on June 2021
Add: New office lease on May 1, 2022 - SZ Lanbei Office
Adjustment for discontinuation of tenancy - Warehouse		)
Less: gross repayment for the year ended May 31, 2022		)
Less: imputed interest for the year ended May 31, 2022		)
Balance as of May 31, 2022
Add: New office lease
Less: gross repayment for the period ended August 31, 2022		)
Less: imputed interest for the period ended August 31, 2022		)
Balance as of August 31, 2022

All values are in US Dollars.

For

the three months ended August 31, 2022 and August 31, 2021, the amortization of the operating lease right of use assets are $15,883 and $14,136 respectively.

Maturities of operating lease obligation as follow:

Schedule of Maturities of Operating Lease Liabilities

Year Ending	Operating Lease
May 31, 2023
May 31, 2024
Total

All values are in US Dollars.

| 26 |

| --- |

Otherinformation:

Schedule of Other Information

	For the three months ended August 31, 2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating lease cost (included in general and admin in company’s statement of operations)
Cash paid for amounts included in the measurement of lease liabilities for the year
Remaining lease term for operating lease (years)
Weighted average discount rate for operating lease		%

All values are in US Dollars.

Note15: Contingent Liabilities

A

provision of $87,083 is provided, where the Company has a business dispute with a customer, and the customer lodged a police report but no legal action is taken against us.

Note16: Subsequent Event

In accordance with ASC 855-10, the Company has analyzed its operations subsequent to the August 31, 2022 to the date these financial statements were issued and has determined that it does not have any material subsequent events to disclose in these financial statements.

Note17: Significant event

The full impact of the COVID-19 outbreak continues to evolve as of the date of this report. As such, it is uncertain as to the full magnitude that the pandemic will have on our financial condition, liquidity, and future results of operations. Management is actively monitoring the impact of the global situation on our financial condition, liquidity, operations, suppliers, industry, and workforce. Given the daily evolution of the COVID-19 outbreak and the global responses to curb its spread, we are not able to estimate the effects of the COVID-19 outbreak on our results of operations, financial condition, or liquidity for the period ended August 31, 2022.

| 27 |

| --- |

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 August 31, 2022 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 prospectus. The results of operations in any period are not necessarily indicative of our future trends.

	For the Three Months<br> Ended August<br> 31,				Quarter to Quarter<br> Comparison
	2022		2021		Increase/ (Decrease)

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

All values are in US Dollars.

Revenues

For the three month period ended August 31, 2022, we generated total revenue of $982,097 that included brand name administrative fee $177,095, motor oil and auto parts $800,235 and others $4,767.

	For the Three Months Ended August 31,
	2022	% of Net			2021	% of Net			Change
		Sales				Sales
Administrative fee of brand name			18.0	%			26.8	%
Motor oil and auto parts			81.5	%			70.8	%
Others			0.5	%			2.5	%		)
Total			100	%			100	%

All values are in US Dollars.

Total revenues for three months ended August 31, 2022 were $982,097 compared to $493,809 for the three months ended August 31, 2021, which increased by $488,288, mainly due to the increase of brand name administrative fee $44,875, sales of motor oil and auto parts $450,865 and offset decrease of others $7,452.

The Company are engaging in trading of 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.

| 28 |

| --- |

Salesof Auto Parts and Motor Oil

The Company received the purchase order from their third-party agents, the selling price is based on the purchase price plus on a certain margin. Revenues related to sales of auto parts and motor oil are recognized in the consolidated statements of operations and comprehensive income/(loss) at the time when the goods are delivered and the ownership transfer to the third-party agents.

AdministrativeFee of Brand Name

We earned the brand name administrative fees from our customers, who pay one-time fixed fee RMB90,000 for one to three years and RMB200,000 for fives for exchange of (1) the right to use the brand name “Chejiangling / Teenage Hero Car” and “ECXJ”, (2) the right to receive 10% of other new shops’ brand name permission fee, (3) the right to receive 5% of other new shops’ selling, and (4) the right to receive 20% of other new shops’ administrative fee. The fee is not be refundable.

Costof Revenue

Cost of revenue consist primarily of costs associated with the purchase of goods. For three months ended August 31, 2022 compared to three months ended August 31, 2021

	For the Three Months Ended August 31,
	2022	2021	Change

Motor oil and auto parts
Others				)
Total

All values are in US Dollars.

Cost of revenue for the three months ended August 31, 2022 were $484,712 compared to $220,237 as of ended August 31, 2021, an increment of $264,475 is mainly due to the increased of sales of motor oil and auto parts $268,605 and offset decrease of others products $4,130.

GrossProfit

Gross profit for the three months ended August 31, 2022 were $497,385 compared to $273,572 as of August 31, 2021, an increment of $223,813 is mainly due to the increase of brand name administrative fee and sales of motor oil and auto parts

Sellingand Distribution Expenses

Selling and Distribution expenses include payroll costs, sales-related consultancy fee, travelling expenses, transportation costs, conference and function expenses and other operating expenses associated with sales and marketing.

For three months ended August 31, 2022 compared to three months ended August 31, 2021

	For the Three Months Ended August 31,
	2022	% of Net			2021	% of Net			Change
		Sales				Sales
Selling and Distribution Expenses			22.8	%			45.7	%		)

All values are in US Dollars.

| 29 |

| --- |

Sales and marketing expenses for the three months ended August 31, 2022 were $223,543 compared to $225,814 as of August 31, 2021, a decrease of $2,271 is due to decrease in promotion and exhibition expenses $71,997 and offset increase in payroll costs $29,940 and transportation costs $36,473,

Generaland Administrative Expenses

General and Administrative (G&A) expenses consist primarily of salary, employee benefits, facility cost, rental fee and other related expenses.

For three months ended August 31, 2022 compared to three months ended August 31, 2021

	For the Three Months Ended August 31,
	2022	% of Net			2021	% of Net			Change
		Sales				Sales
General and Administrative Expenses			23.2	%			32.8	%

All values are in US Dollars.

G&A expenses for the three months ended August 31, 2022 were $227,369 compared to $162,048 as of August 31, 2021, a increase of $65,321 was primarily due to the increase of payroll costs $25,577, consultancy fee $34,071, bad debts written off $11,276.

Taxation

We recorded $3,898 and $0 in income tax expenses for the period ended August 31, 2022 and August 31, 2021, 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.

NetProfit/(Loss)

Net profit $34,013 and net loss $83,283 occurred for the three months ended August 31, 2022 and 2021 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.

| 30 |

| --- |

We expect that we will be able to meet our needs to fund operations, capital expenditures and other commitments in the next 12 months primarily with our cash and cash equivalents, operating cash flows.

We may, however, require additional cash resources due to changes in business conditions or other future developments. If these sources are insufficient to satisfy our cash requirements, we may seek to sell additional equity or debt securities or obtain a credit facility. The sale of additional equity or equity-linked securities could contractually result in additional dilution to stockholders. The incurrence of indebtedness would result in increased debt service obligations and could result in operating and financial covenants that would restrict operations. Financing may not be available in amounts or on terms acceptable to us, or at all.

The following table sets forth a summary of our cash flows for the periods indicated.

	For the Three Months Ended August 31,
	2022		2021

Cash Flows used in operating activities		)		)	)
Cash Flows used in investing activities		)		)
Cash Flows provided by 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 three months ended August 31, 2022 is $863,432 as compared to the amount of $57,419 used in operating activities for the three months ended August 31, 2021, reflecting an increase of $806,013. The increase in net cash used in operating activities is mainly due to decrease cash flow of advanced, accrued liabilities and other payable $1,152,550 and offset net cash generated from net profit $132,255 and inventory $221,326.

InvestingActivities

Cash flow used in investing activities is $2,969 for the three months ended August 31, 2022, as compared to $20,250 for the three months ended August 31, 2021, reflecting an increase of $17,281. The increase is due to purchased of computers and intangible assets.

FinancingActivities

Cash flow provided by financing activities is $130,255 for the three months ended August 31, 2022, compared to $10,450 for the three months ended August 31, 2021, reflecting a increase of $119,805. The increase in net cash provided by financing activities was mainly due to proceeds from share issuance $147.510 and offset repayment to related party and directors $27,705.

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.

| 31 |

| --- |

COMMITMENTS

AND CONTINGENCIES

ContractualObligations

Our contractual obligations as of August 31, 2022 are as follows:

Payments Due by period
Operating leases	Total		Less than <br><br>1 year		1-3 year		3-5 years		More than <br><br>5 years
Total		66,715		49,954		16,761		-		-

Other than as shown above, we did not have any significant capital and other commitments, long-term obligations or guarantees as of August 31, 2022.

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 August 31, 2022. 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, as of the end of the period covered in this Report, our disclosure controls and procedures were effective and no material weaknesses in our internal control over financial reporting.

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.

| 32 |

| --- |

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 June 9, 2022 by CXJ Group Co., Limited and Mr. Mingkang Qian to issue new shares 223,500 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)

| 33 |

| --- |

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 29, 2024
	By:	/s/ Lixin Cai
	Title:	Chairman<br> and Chief Executive Officer and Director<br><br> <br>(Principal<br> Executive Officer)
	By:	/s/ Cuiyao Luo
	Title:	Chief<br> Financial Officer
Date:<br> January 29, 2024

| 34 |

| --- |

Exhibit10.1

Contract No. : SA20220609001

SubscriptionAgreement

This Subscription Agreement (this “Agreement”) is made and entered into as of June 9, 2022 by and between CXJGroup 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 223,500 of common stock, par value $0.0001 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 agrees to purchase from the Company 223,500<br> of Common Stock of the Company (the “Shares” or the “Securities”) at a price of $0.66 per share for<br> a total amount of US$147,510 (the “Purchase Price”) pursuant to an exemption from registration provided by Section 4(2),<br> Regulation D, and/or Regulation S promulgated under the 1933 Act or other applicable exemption.
2.	Closing. At the closing, the Company will deliver to the Purchaser the Shares and the Purchase Price shall be paid by the Purchaser via<br> wire transfer of immediately available funds to an account designated by the Company. The closing shall be held on such date as the<br> 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<br> may agree; provided, that all of the conditions set forth in Section 2 hereof and applicable to the Closing shall have been fulfilled<br> or waived in accordance herewith.
3.	Representations, Warranties and Covenants of the Company. The Company represents and warrants to the Purchaser, as of the date hereof, as follows:

Securities Sale and Purchase. The Company shall issue and sell to the Purchaser and the Purchaser agrees to purchase from the Company 223,500 of Common Stock of the Company (the “Shares” or the “Securities”) at a price of $0.66 per share for a total amount of US$147,510 (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)	Organization<br> and Standing. The Company is a duly organized corporation, validly existing and in good standing under the laws of the State<br> 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<br> 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<br> 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 of the transaction contemplated hereby<br> have been duly authorized by the Board of Directors of the Company. The Agreement has been (or upon delivery will be) duly executed<br> by the Company is or, when delivered in accordance with the terms hereof, will constitute, assuming due authorization, execution<br> and delivery by each of the parties thereto, the valid and binding obligation of the Company enforceable against the Company in accordance<br> with its terms.
---	---
(c)	No<br> Conflict. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby<br> do not (i) violate or conflict with the Company’s Certificate of Incorporation, By-laws or other organizational documents,<br> (ii) conflict with or result (with the lapse of time or giving of notice or both) in a material breach or default under any material<br> agreement or instrument to which the Company is a party or by which the Company is otherwise bound, or (iii) violate any order, judgment,<br> law, statute, rule or regulation applicable to the Company, except where such violation, conflict or breach would not have a Material<br> Adverse Effect on the Company. This Agreement when executed by the Company will be a legal, valid and binding obligation of the Company<br> enforceable in accordance with its terms (except as may be limited by bankruptcy, insolvency, reorganization, moratorium and similar<br> 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.<br> 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 or, to the knowledge of the Company,<br> threatened against the Company at law or in equity before or by any court or Federal, state, municipal or their governmental department,<br> commission, board, bureau, agency or instrumentality, domestic or foreign which could materially adversely affect the Company. The<br> Company is not subject to any continuing order, writ, injunction or decree of any court or agency against it which would have a material<br> adverse effect on the Company.
(g)	Use<br> of Proceeds. The proceeds of this Offering and sale of the Shares, net of payment of placement expenses, will be used by the<br> Company for working capital and other general corporate purposes.
(h)	Consents/Approvals.<br> 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<br> any 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 or agent’s fees or commissions<br> 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 Company<br> and its subsidiaries at the time of the execution of this Agreement, there is no information concerning the Company and its subsidiaries<br> or their respective businesses which has not heretofore been disclosed to the Purchasers that would have a Material Adverse Effect.
(k)	Compliance<br> with Laws. The business of the Company and its subsidiaries has been and is presently being conducted so as to comply with all<br> applicable material federal, state and local governmental laws, rules, regulations and ordinances.
4.	Purchaser Representations, Warranties and Agreements. The Purchaser hereby acknowledges, represents and warrants as follows:
---	---
(a)	Organization;<br> Authority. Such Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction<br> of its organization with the requisite corporate or partnership power and authority to enter into and to consummate the transactions<br> contemplated by the applicable Documents and otherwise to carry out its obligations thereunder. The execution, delivery and performance<br> by such Purchaser of the transactions contemplated by this Agreement has been duly authorized by all necessary corporate or, if such<br> Purchaser is not a corporation, such partnership, limited liability company or other applicable like action, on the part of such<br> Purchaser. Each of this Agreement and other Documents has been duly executed by such Purchaser, and when delivered by such Purchaser<br> in accordance with the terms hereof, will 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 bankruptcy, insolvency, reorganization,<br> moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies<br> or by other equitable principles of general application.
---	---
(b)	Investment<br> Intent. Such Purchaser is acquiring the Shares as principal for its own account for investment purposes only and not with a view<br> to or for distributing or reselling such Shares or any part thereof, without prejudice, however, to such Purchaser’s right<br> at all times to sell or otherwise dispose of all or any part of such Shares in compliance with applicable federal and state securities<br> laws. Subject to the immediately preceding sentence, nothing contained herein shall be deemed a representation or warranty by such<br> Purchaser to hold the Shares for any period of time. Such Purchaser is acquiring the Shares hereunder in the ordinary course of its<br> business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any<br> of the Shares.
---	---
(c)	Purchaser<br> Status.
---	---
(i)	The<br> Purchaser agrees and acknowledges that it was not, a “U.S. Person” (as defined below) at the time the Purchaser was offered<br> the Shares and as of the date hereof:
---	---
(A)	Any<br> 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<br> 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 or other fiduciary for the benefit<br> 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 or other fiduciary organized, incorporated,<br> or (if an individual) resident of the United States; and
(H)	Any<br> partnership or corporation if (i) organized or incorporated under the laws of any foreign jurisdiction and (ii) formed by a U.S.<br> person principally for the purpose of investing in securities not registered under the 1933 Act, unless it is organized or incorporated,<br> and owned, by accredited Purchasers (as defined in Rule 501(a) of Regulation D promulgated under the 1933 Act) who are not natural<br> 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 Company that would permit a public offering<br> of the Shares in any country or jurisdiction 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 States, and (ii) is not purchasing the<br> Shares for the account or benefit of any U.S. Person, except in accordance with one or more available exemptions from the registration<br> requirements 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 S (Rule 901 through 905 and Preliminary<br> Notes thereto), pursuant to a registration statement under the 1933 Act, or pursuant to an available exemption from registration;<br> and agrees not to engage in hedging transactions with regard to such securities unless in compliance with the 1933 Act.
---	---
(v)	The<br> Purchaser will not engage in hedging transactions with regard to shares of the Company prior to the expiration of the distribution<br> compliance period specified in Category 2 or 3 (paragraph (b)(2) or (b)(3)) in Rule 903 of Regulation S, as applicable, unless in<br> compliance with the 1933 Act; and as applicable, shall include statements to the effect that the securities have not been registered<br> under the 1933 Act and may not be offered or sold in the United States or to U.S. persons (other than distributors) unless the securities<br> are registered under the 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 the 1933 Act), general solicitation<br> or general advertising in violation of the 1933 Act has been or will be used nor will any offers by means of any directed selling<br> efforts in the United States be made by the Purchaser or any of their representatives in connection with the offer and sale of the<br> Purchased Shares.
(d)	General<br> Solicitation. Such Purchaser is not purchasing the Shares as a result of any advertisement, article, notice or other communication<br> regarding the Shares published in any newspaper, magazine or similar media or broadcast over television or radio or presented at<br> any seminar or any other general solicitation or general advertisement.
---	---
(e)	Access<br> to Information. Such Purchaser acknowledges that it has reviewed the disclosure materials and has been afforded (i) the opportunity<br> to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms<br> and conditions of the offering of the Shares and the merits and risks of investing in the Shares; (ii) access to information about<br> the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management<br> and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information<br> that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment<br> decision with respect to the investment. 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 to rely on the truth, accuracy and completeness<br> of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents.
(f)	Independent<br> Investment Decision. Such Purchaser has independently evaluated the merits of its decision to purchase the Shares pursuant to<br> the Agreement, and such Purchaser confirms that it has not relied on the advice of any other Purchaser’s business and/or legal<br> counsel in making such decision. Such Purchaser has not relied on the business or legal advice of the Company or any of its agents,<br> counsel or Affiliates in making its investment decision hereunder, and confirms that none of such Persons has made any representations<br> or warranties to such Purchaser in connection with the transactions contemplated by the Transaction Documents.

5.	Miscellaneous

(a)	Confidentiality.<br> The Purchaser covenants and agrees that it will keep confidential and will not disclose or divulge any confidential or proprietary<br> information that such Purchaser may obtain from the Company pursuant to financial statements, reports, and other materials submitted<br> by the Company to such Purchaser in connection with this offering or as a result of discussions with or inquiry made to the Company,<br> unless such information is known, or until such information becomes known, to the public through no action by the Purchaser; provided,<br> however, that a Purchaser may disclose such information (i) to its attorneys, accountants, consultants, and other professionals to<br> the extent necessary in connection with his or her investment in the Company so long as any such professional to whom such information<br> is disclosed is made aware of the Purchaser’s obligations hereunder and such professional agrees to be likewise bound as though<br> such professional were a party hereto, (ii) if such information becomes generally available to the public through no fault of the<br> Purchaser, or (iii) if 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 Company’s<br> heirs and legal representatives and shall 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 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 agreement, but all of which together<br> shall constitute one and the same instrument.
---	---
(d)	Execution<br> by Facsimile. Execution and delivery of this Agreement by facsimile transmission (including the delivery of documents in Adobe<br> PDF format) shall constitute execution and delivery of this Agreement for all purposes, with the same force and effect as execution<br> and delivery of an original manually signed copy hereof.
---	---
(e)	Governing<br> Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada applicable<br> to contracts to be wholly performed within 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 be instituted in the courts of the State<br> of Nevada sitting in Nevada, and the parties hereto irrevocably submit to the jurisdiction of each such court in any action or proceeding.<br> Purchaser hereby irrevocably waives and agrees not to assert, by way of motion, as a defense, or otherwise, in every suit, action<br> or other proceeding arising out of or based on this Subscription Agreement and/or the Offering Documents and brought in any such<br> court, any claim that Purchaser is not subject personally to the jurisdiction of the above named courts, that Purchaser’s property<br> is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum or that<br> the venue of the suit, action or proceeding is improper.
---	---
(f)	Notices.<br> All notices, requests, demands, claims and other communications hereunder shall be in writing and shall be delivered by certified<br> or registered mail (first class postage pre-paid), guaranteed overnight delivery, or facsimile transmission if such transmission<br> is 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 designate<br> in writing to the other party):
(i)	if to the Company:
---	---
	CXJ<br> Group Co., Limited.
	Attn:<br> LIXIN CAI
	50<br> West Liberty Street, Suite 880 Reno, NV. 89501.
	OR
	C290,<br> DoBe E-Manor, Dongning Road No.553,
	Jianggan<br> District, Hangzhou City,
	Zhejiang<br> Province,
	China,<br> 310026
(ii)	if to the Purchasers:
---	---
	To<br> the addresses set forth on the signature pages.
(g)	Entire<br> Agreement. This Agreement (including the Exhibits attached hereto) and other Transaction Documents delivered at the Closing pursuant<br> hereto, contain the entire understanding of the parties in respect of its subject matter and supersede all prior agreements and understandings<br> between or among the parties with respect to such subject matter. The Exhibits constitute a part hereof as though set forth in full<br> above.
---	---
(h)	Amendment;<br> Waiver. This Agreement may not be modified, amended, supplemented, canceled or discharged, except by written instrument executed<br> by the Company and the Purchasers of not less than a majority of the principal amount of the subscription. No failure to exercise,<br> and no delay in exercising, any right, power or privilege under this Agreement shall operate as a waiver, nor shall any single or<br> partial exercise of any right, power or privilege hereunder preclude the exercise of any other right, power or privilege. No waiver<br> 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,<br> nor shall any waiver be implied from any course of dealing between the parties. No extension of time for performance of any obligations<br> or other acts hereunder or under any other agreement shall be deemed to be an extension of the time for performance of any other<br> obligations or any other acts. The rights and remedies of the parties under this Agreement are in addition to all other rights and<br> remedies, at law or equity, that they may have against each other.
(i)	Severability.<br> If any provision of this Agreement is held to be invalid or unenforceable in any respect, the validity and enforceability of the<br> remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby and the parties will attempt<br> to agree upon a valid and enforceable provision that is a reasonable substitute therefore, and upon so agreeing, shall incorporate<br> such substitute provision in this Agreement.

[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> President and Director
	Date：	June<br> 9, 2022
PURCHASER:
---	---
	Name:<br> MINGKANG QIAN
	Passport<br> No. : EG6829440
	Date:<br> June 9, 2022
	Purchase<br> Price: 147,510
	Number<br> of Shares: 223,500
	Address:


	Telephone:<br> +86-13906724724
	Email:<br> 604403522@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 August 31, 2022;

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 29, 2024
---	---	---
	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 August 31, 2022;

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 29, 2024
---	---	---
	By:	/s/ Cuiyao Luo
	Title:	Chief<br> Financial Officer

EXHIBIT32.1

CERTIFICATIONPURSUANT TO

18U.S.C. SECTION 1350,

ASADOPTED PURSUANT TO

SECTION906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of CXJ Group Co., Ltd (the “Company”) on Form 10-Q for the period ending August 31, 2022 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 29, 2024
	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 August 31, 2022 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 29, 2024
	By:	/s/ Cuiyao Luo
	Title:	Chief<br> Financial Officer