UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarter ended ~~February~~August 2931, 2024

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

For the transition period from ____________to ____________

Commission File Number : 000-56425

CXJ GROUP CO., Limited

(Exact name of registrant as specified in its charter)

Nevada

85-2041913

(State or jurisdiction of

Classification Code Number)

(I.R.S. Employer incorporation

or organization)

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

Xintiandi Business Center, No. 7 Anqiaogang Road,

Gongshu District, Hangzhou City,

Zhejiang Province, China 310017.

(Address of principal executive offices, including zip code)

(86) 18668175727

(Registrant’s phone number, including area code)

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

YES ☒ NO ☐

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

YES ☒ NO ☐

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

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

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

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

Class		Outstanding at ~~August~~October 624, 2024
Common Stock, $0.001 par value		~~101~~102,~~710~~270,517

CXJ GROUP CO., LIMITED.

TABLE OF CONTENTS

		Page
PART I	FINANCIAL INFORMATION	3
ITEM 1.	Financial Statements:	3
	Condensed Consolidated Balance Sheets as of February 29, 2024 (unaudited) and May 31, 2023 (audited)	4
	Condensed Consolidated Balance Sheets as of August 31, 2024 (unaudited) and May 31, 2024 (audited)	4
	Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three Months and Nine Months Ended February 29, 2024 and February 28, 2023 (unaudited)	5
	Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three Months Ended August 31, 2024 and 2023 (unaudited)	5
	Condensed Consolidated Statement of Changes in Stockholders’ Equity for the Three Months and Nine Month Ended February 29, 2024 and February 28, 2023 (unaudited)	6-7
	Condensed Consolidated Statement of Changes in Stockholders’ Equity for the Three Months Ended August 31, 2024 and 2023 (unaudited)	6
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended February 29, 2024 and February28, 2023 (unaudited)	8
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended August 31, 2024 and 2023 (unaudited)	7
	Notes to the Consolidated Financial Statements	9-26
	Notes to Condensed Consolidated Financial Statements	8-28
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2729
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	3233
ITEM 4.	Controls and Procedures	3233
PART II	OTHER INFORMATION	3334
ITEM 1.	Legal Proceedings	3334
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3334
ITEM 3.	Defaults Upon Senior Securities	3334
ITEM 4.	Mine Safety Disclosures	3334
ITEM 5.	Other Information	3334
ITEM 6.	Exhibits	3334
Signatures		3435

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

ITEM 1. Financial Statements

The accompanying interim financial statements of CXJ GROUP CO., Limited (“the Company”, “we”, “us” or “our”), have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with United States generally accepted principles have been condensed or omitted pursuant to such rules and regulations.

The interim financial statements are unaudited and condensed and should be read in conjunction with the Company’s latest annual financial statements.

In the opinion of management, the financial statements contain all material adjustments, consisting only of normal adjustments considered necessary to present fairly the financial condition, results of operations, and cash flows of the Company for the interim periods presented.

CXJ GROUP CO., LIMITED

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF ~~FEBRUARY~~August 2931, 2024 and May 31, ~~2023~~2024

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

	February 29, 2024			May 31, 2023
	August 31, 2024			May 31, 2024
	Unaudited			Audited
	$			$
ASSETS
CURRENT ASSETS
Cash and cash equivalents		1872,~~088~~054			~~659~~2,~~451~~521
Accounts receivable		57,695			62,066
Accounts receivables		62,849			59,286
Prepayments, deposits and other receivables		374,160			571,382
Prepayments		329,257			325,931
Due from related party		60,383			-
Deposits and other receivables		27,409			27,008
Inventories		64,144			127,806
Due from related parties		66,873			59,969
Total Current Assets		574,470			1,420,705
Inventories		72,784			60,587
Total Current Assets		631,226			535,302
NON-CURRENT ASSETS
Property, plant and equipment, net		4,931			4,342
Property and equipment, net		4,473			4,948
Intangible assets, net		~~1,193,788~~-			~~1,312,705~~-
Goodwill		21,~~792~~742,~~561~~577			21,~~792~~742,~~561~~577
Operating lease right-of-use assets		9267,~~779~~876			3272,~~358~~178
Total Non-current Assets		41,~~084~~814,~~059~~926			41,~~141~~819,~~966~~703
TOTAL ASSETS		42,~~658~~446,~~529~~152			52,~~562~~355,~~671~~005
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable		88,265			302,512
Accounts payables		70,507			78,545
Advanced received		1617,~~154,200~~570			1607,~~987,045~~617
Accrued expenses and other payables		~~824~~1,~~550~~088,532			~~499~~938,~~080~~098
Due to related party		-			11,252
Amount due to related parties		293,954			293,752
Amount due to directors		293,819			290,839
Operating lease liabilities, net of current portion		68,058			61,640
Amount due to related party		293,819			290,839
Total Current Liabilities		2,138,621			1,979,652
Operating lease liabilities, net of current portion		67,375			28,884
Total Current Liabilities		2,428,209			3,119,612
NON-CURRENT LIABILITIES
Operating lease liabilities, non-current portion		~~25,250~~-			310,~~712~~809
TOTAL LIABILITIES		2,~~453~~138,~~459~~621			31,~~123~~990,~~324~~461
STOCKHOLDERS’ EQUITY
Common stock, $0.001 par value, 490,000,000 and 490,000,000 shares authorized, 101,710,517 and 101,710,517 shares issued and outstanding as of February 29, 2024 and May 31, 2023 respectively		101,711			101,711
Common stock, $0.001 par value, 490,000,000 and 490,000,000 shares authorized, 101,710,517 and 101,710,517 shares issued and outstanding as of August 31,2024 and May 31, 2024 respectively		101,711			101,711
Additional paid-in capital		5,589,388			5,~~585~~589,~~421~~388
Accumulated other comprehensive income (loss)		37,827			32,350
Accumulated other comprehensive income		21,479			36,925
Accumulated deficit		(35,~~523~~405,~~856~~047	)		(35,~~307~~363,~~640~~480	)
Total CXJ Group Stockholders’ Equity		2307,~~205,070~~531			2364,~~411,842~~544
Non-controlling interest		-			~~27,505~~-
TOTAL STOCKHOLDERS’ EQUITY		2307,~~205,070~~531			2364,~~439,347~~544
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		42,~~658~~446,~~529~~152			52,~~562~~355,~~671~~005

CXJ GROUP CO., LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND

COMPREHENSIVE ~~INCOME / (~~LOSS)

FOR THE THREE MONTHS ~~AND NINE MONTHS~~ ENDED ~~FEBRUARY~~AUGUST 2931, 2024

and ~~FEBRUARY 28,~~ 2023

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

	February 29, 2024			February 28, 2023			February 29, 2024			February 28, 2023
	August 31, 2024			August 31, 2023
	For The Three Months Ended						~~For The Nine Months Ended~~
	February 29, 2024			February 28, 2023			February 29, 2024			February 28, 2023
	August 31, 2024			August 31, 2023
	Unaudited			Unaudited			~~Unaudited~~			~~Unaudited~~
	$			$			$			$
REVENUE		~~390~~114,~~268~~382			~~191~~504,~~637~~517			~~1,761,151~~			~~1,703,552~~
COST OF REVENUE		(63,528	)		(42,541	)		(623,431	)		(768,812	)
COST OF SALES		(19,373	)		(223,930	)
GROSS PROFIT		~~326~~95,~~740~~009			~~149~~280,~~096~~587			~~1,137,720~~			~~934,740~~
OTHER INCOME/(EXPENSES)		48			6,243			10,381			11,507
OTHER (EXPENSE)/INCOME		(165	)		4,582
SELLING AND DISTRIBUTION EXPENSES		(7956,~~920~~129	)		(~~125~~156,~~193~~563	)		~~(419,872~~	)		~~(453,079~~	)
GENERAL AND ADMINISTRATIVE EXPENSES		(~~132~~82,~~964~~547	)		(~~165~~634,~~019~~930	)		~~(917,614~~	)		~~(601,653~~	)
PROFIT/(LOSS) FROM OPERATIONS		113,904			(134,873	)		(189,385	)		(108,485	)
LOSS FROM OPERATIONS		(43,832	)		(506,324	)
INTEREST INCOME		642			40115			~~360~~			~~499~~
PROFIT/(LOSS) BEFORE INCOME TAX		113,968			(134,833	)		(189,025	)		(107,986	)
LOSS BEFORE INCOME TAX		(43,830	)		(506,209	)
INCOME TAXES EXPENSE		(52,~~227~~263	)		~~(1,252~~-	)		~~(5,227~~	)		~~(3,637~~	)
PROFIT/(LOSS) AFTER TAXATION		108,741			(136,085	)		(194,252	)		(111,623	)
LOSS AFTER TAXATION		(41,567	)		(506,209	)
Less: Non-controlling Interest		-			(83,~~975~~265	)		~~(3,265~~	)		~~12,770~~
PROFIT/(LOSS) ATTRIBUTABLE TO SHAREHOLDERS		108,741			(127,110	)		(190,987	)		(124,393	)
LOSS ATTRIBUTABLE TO SHAREHOLDERS		(41,567	)		(502,944	)
Other comprehensive income/(loss):
Other comprehensive loss:
- Foreign exchange adjustment income		161			(23,433	)		5,477			50,624
- Foreign exchange adjustment (loss)/income		(15,446	)		37,701
COMPREHENSIVE PROFIT/(LOSS)		108,902			(150,543	)		(185,510	)		(73,769	)
COMPREHENSIVE LOSS		(57,013	)		(465,243	)
Net loss per share - Basic and diluted		(0.00	)		(0.00	)		~~(0.00~~	)		~~(0.00~~	)
Weighted average number of common shares outstanding – Basic and diluted		101,710,517			101,~~703~~710,~~968~~517			~~101,710,517~~			~~101,703,968~~

CXJ GROUP CO., LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

FOR THE THREE MONTHS ~~AND NINE MONTHS~~ ENDED ~~FEBRUARY~~AUGUST 2931, 2024 AND 2023

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

(Unaudited)

For ~~The~~the ~~Three~~three ~~Months~~months ~~Ended~~ended ~~February~~August 2931, 2024

	Number of Shares		Amount		Paid-In Capital		Comprehensive Income			Accumulated Deficit			Controlling Interest		Stockholders’ Equity
	Common Stock				Additional		Accumulated Other						Non-		Total
	Number of Shares		Amount		Paid-In Capital		Comprehensive Income			Accumulated Deficit			Controlling Interest		Stockholders’ Equity
			$		$		$			$			$		$
Balance as of November 30, 2023		101,710,517		101,711		5,589,388		37,666			(3,632,597	)		-		2,096,168
Balance as of May 31, 2024		101,710,517		101,711		5,589,388		36,925			(5,363,480	)		-		364,544
Common Stock Issued		-		-		-		-			-			-		-
Accumulated Other Comprehensive Income		-		-		-		(15,446	)		-			-		(15,446	)
Accumulated other Comprehensive Income		-		-		-		161			-			-		161
Net loss		-		-		-		-			(41,567	)		-		(41,567	)
Net (Loss)/Profit		-		-		-		-			108,741			-		108,741
Balance as of August 31, 2024		101,710,517		101,711		5,589,388		21,479			(5,405,047	)		-		307,531
Non-controlling Interest		-		-		-		-			-			-		-
Balance as of February 29, 2024		101,710,517		101,711		5,589,388		37,827			(3,523,856	)		-		2,205,070

For ~~The~~the ~~Nine~~three ~~Months~~months ~~Ended~~ended ~~February~~August 2931, ~~2024~~2023

	Common Stock				Additional			Accumulated Other						Non-			Total
	Number of Shares		Amount		Paid-In Capital			Comprehensive Income			Accumulated Deficit			Controlling Interest			Stockholders’ Equity
			$		$			$			$			$			$
Balance as of May 31, 2023		101,710,517		101,711		5,585,421			3230,~~350~~105			(3,~~307~~227,~~640~~806	)		27,505			2,~~439~~516,~~347~~936
Common Stock Issued		-		-		-			-			-			-			-
Balance		101,710,517		101,711		5,585,421			30,105			(3,227,806	)		27,505			2,516,936
Disposal of Subsidiary		-		-		-			6,081			(25,229	)		(24,240	)		(43,388	)
Accumulated Other Comprehensive Income/(Loss)		-		-		3,967			(604	)		-			-			3,363
Accumulated Other Comprehensive Income		-		-		(27,160	)		31,620			-			-			4,460
Net (Loss)/Profit		-		-		-			-			(190,987	)		-			(190,987	)
Net loss		-		-		-			-			(502,944	)		-			(502,944	)
Non-controlling Interest		-		-		-			-			-			(3,265	)		(3,265	)
Non-controlling interest		-		-		-			-			-			(3,265	)		(3,265	)
Balance as of February 29, 2024		101,710,517		101,711		5,589,388			37,827			(3,523,856	)		-			2,205,070
Balance as of August 31, 2023		101,710,517		101,711		5,558,261			67,806			(3,755,979	)		-			1,971,799
Balance		101,710,517		101,711		5,558,261			67,806			(3,755,979	)		-			1,971,799

CXJ GROUP CO., LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF ~~STOCKHOLDERS’ EQUITY~~CASH FLOWS

FOR THE THREE MONTHS ~~AND NINE MONTHS~~ ENDED ~~FEBRUARY~~AUGUST 2831, 2024 and 2023

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

(Unaudited)

For the three months ended February 28, 2023

	August 31, 2024			August 31, 2023
	For The Three Months Ended
	August 31, 2024			August 31, 2023
	$			$
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss		(41,567	)		(506,209	)
Adjustments to reconcile net loss to net cash provided by operating activities
Depreciation and amortization		569			488
Amortization of right-of-use assets		19,644			11,164
Amortization of intangible assets		-			51,266
Impairment of intangible assets		1,588			-
Changes in operating assets and liabilities:
Accounts receivables		(2,267	)		(1,395	)
Prepayments, deposits and other receivables		(1,499	)		81,965
Inventories		(10,719	)		6,971
Accounts payable		(9,526	)		(112,781	)
Advance received		(2,850	)		425,284
Accrued liabilities and other payable		142,994			155,193
Operating lease liabilities		(20,491	)		(11,483	)

Net cash provided by operating activities		75,876			100,463

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		-			(2,301	)
Purchase of intangible assets		(1,617	)		(16,495	)
Disposal of subsidiary, net of cash disposed		-			(2,804	)
Net cash used in investing activities		(1,617	)		(21,600	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Advances to related parties		(5,540	)		(300	)
Advances to directors		-			(13,904	)
Net cash used in financing activities		(5,540	)		(14,204	)
Effect of exchange rate changes on cash and cash equivalents		814			(13,225	)
Net change in cash and cash equivalents		69,533			51,434
Cash and cash equivalents, beginning of year		2,521			659,451
CASH AND CASH EQUIVALENTS, END OF PERIOD		72,054			710,885

	Number of Shares		Amount		Paid-In Capital		Comprehensive Income			Accumulated Deficit			Controlling Interest			Stockholders’ Equity
	Common Stock				Additional		Accumulated Other						Non-			Total
	Number of Shares		Amount		Paid-In Capital		Comprehensive Income			Accumulated Deficit			Controlling Interest			Stockholders’ Equity
			$		$		$			$			$			$
Balance as of November 30, 2022		101,710,517		101,711		5,589,388		14,942			(2,166,782	)		51,050			3,590,309
Common Stock Issued		-		-		-		-			-			-			-
Accumulated Other Comprehensive Income/(Loss)		-		-		30,485		(23,433	)		-			-			7,052
Net (Loss)/Profit		-		-		-		-			(127,110	)		-			(127,110	)
Non-controlling Interest		-		-		-		-			-			(8,975	)		(8,975	)
Balance as of February 28, 2023		101,710,517		101,711		5,619,873		(8,491	)		(2,293,892	)		42,075			3,461,276

For The Nine Months Ended February 28, 2023

	Common Stock				Additional		Accumulated Other						Non-		Total
	Number of Shares		Amount		Paid-In Capital		Comprehensive Income			Accumulated Deficit			Controlling Interest		Stockholders’ Equity
			$		$		$			$			$		$
Balance as of May 31, 2022		101,487,017		101,487		4,031,665		(59,115	)		(2,169,499	)		29,305		1,933,843
Balance		101,487,017		101,487		4,031,665		(59,115	)		(2,169,499	)		29,305		1,933,843
Common Stock Issued		223,500		224		1,557,723		-			-			-		1,557,947
Accumulated Other Comprehensive Income		-		-		30,485		50,624			-			-		81,109
Net (Loss)/Profit		-		-		-		-			(124,393	)		-		(124,393	)
Non-controlling Interest		-		-		-		-			-			12,770		12,770
Balance as of February 28, 2023		101,710,517		101,711		5,619,873		(8,491	)		(2,293,892	)		42,075		3,461,276
Balance		101,710,517		101,711		5,619,873		(8,491	)		(2,293,892	)		42,075		3,461,276

CXJ GROUP CO., LIMITED

~~CONDENSED~~NOTES ~~CONSOLIDATED~~TO ~~STATEMENTS~~CONDENSED OFCONSOLIDATED ~~CASH FLOWS~~STATEMENTS

FOR THE ~~NINE~~THREE MONTHS ENDED ~~FEBRUARY~~AUGUST 2931, 2024 and ~~February~~year 28ended may 31, ~~2023~~2024

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

(Unaudited)

	February 29, 2024			February 28, 2023
	For The Nine Months Ended
	February 29, 2024			February 28, 2023
	$			$
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss		(194,252	)		(111,623	)
Adjustments to reconcile net loss to net cash provided by/(used in) operating activities
Depreciation and amortization		1,674			998
Amortization of right-of-use assets		49,992			47,208
Amortization of intangible assets		104,895			60,650
Impairment of goodwill		-			9,133
Changes in operating assets and liabilities:
Accounts receivables		(1,395	)		(5,229	)
Prepayments, deposits and other receivables		179,091			(74,457	)
Inventories		18,458			238,297
Accounts payables		(201,372	)		60,486
Advanced received, accrued liabilities and other payables		(484,702	)		(1,127,044	)
Operating lease liabilities		(52,970	)		(43,367	)
Net cash used in operating activities		(580,581	)		(944,948	)
CASH FLOWS FROM INVESTING ACTIVITY:
Purchase of property, plant and equipment		(2,315	)		(2,912	)
Purchase of intangible assets		-			(1,455,604	)
Acquisition of subsidiary, net of cash acquired		-			319
Disposal of subsidiary, net of cash disposed		(2,804	)		-
Net cash used in investing activity		(5,119	)		(1,458,197	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from share issuance		-			1,603,114
Advance to related parties		(60,720	)		(16,012	)
Advances from directors		3,538			75,583
Net cash (used in)/provided by financing activities		(57,182	)		1,662,685
Effect of exchange rate changes on cash and cash equivalents		1,519			(24,659	)
Net change in cash and cash equivalents		(641,363	)		(765,119	)
Cash and cash equivalents, beginning of year		659,451			827,144
CASH AND CASH EQUIVALENTS, END OF YEAR		18,088			62,025

CXJ GROUP CO., LIMITED

NOTES TO CONSOLIDATED STATEMENTS

FOR THE NINE MONTHS ENDED FEBRUARY 29, 2024 and year ended may 31, 2023

EXPRESS IN UNITED STATES DOLLARS

(Unaudited)

Note 1. Company Overview

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

On March 404, 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 2118, 2019, ~~Lixin~~control ~~Cai~~of ~~was appointed as~~ the ~~new~~Company ~~President,~~was ~~CEO,~~transferred ~~Secretary~~by ~~and Chairman of~~ the ~~Board~~entity ofcontrolled ~~Directors~~by ofCustodian ~~the~~Ventures, ~~Company.~~LLC ~~On June~~to ~~21,~~Xinrui ~~2019~~Wang, ~~Cuiyao~~our ~~Luo~~director, by ~~was~~selling ~~appointed~~him ~~as the new CFO~~10,000,000 ~~Treasurer~~shares ~~and Member~~ of ~~the~~Series ~~Board~~A ofPreferred ~~Directors~~stock ofand ~~the Company. On September 30~~17, ~~2019~~700,000 ~~the~~shares ~~Company~~of ~~appointed~~common ~~three~~stock ~~more~~for ~~members~~a topurchase ~~the~~price ~~Board~~ of ~~Directors of the Company~~$175, ~~and they are Xinrui Wang, Wenbin Mao and Baiwan Niu~~000.

On June 21, 2019, Lixin Cai was appointed act as the new President, CEO, Secretary and Chairman of the Board of Directors of the Company. On June 21, 2019, Cuiyao Luo was appointed act as the new CFO, Treasurer and Member of the Board of Directors of the Company. On September 30, 2019, the Company appointed three more members to the Board of Directors of the Company, and they are Xinrui Wang, Wenbin Mao and Baiwan Niu.

Effective July 9, 2019 we changed our name from Global Entertainment Corp to CXJ Group Co., Limited. On July 12, 2019, the Company effectuated a 1 for 200 reverse stock split, while the authorized shares of common stock and preferred shares totally had been increased to 500,000,000. As a result of the foregoing we changed our trading symbol from GNTP and began trading as ECXJ on August 5, 2019.

On October 4, 2019, Xinrui Wang (the “Seller”), entered into a Stock Purchase Agreement to pursuant to which the Seller agreed to sell to Wenbin Mao and Baiwan Niu (the “Purchasers”), totaling 1,500,000 preferred stock of the Company (“Shares”) owned by the Seller, for an amount of $1,500. On October 8, 2019, Xinrui Wang, Wenbin Mao and Baiwan Niu effectuated a 1 for 10 conversion to convert all their preferred stock totaling 10,000,000 to 100,000,000 common shares. As a result of the conversion, there was no preferred stock outstanding of the Company as of October 8, 2019.

On May 28, 2020, we consummated the transactions contemplated by the Share Exchange Agreement among the Company, CXJ Investment Group Company Limited, a British Virgin Islands Corporation (“CXJ”) and the shareholder of CXJ, pursuant to which we acquired all the ordinary shares of CXJ in exchange for the issuance to the shareholder of CXJ of an aggregate of 1,364,800 shares of the Company. The shareholder is the selling security holder in this prospectus and are all affiliates. As a result of the transactions contemplated by the Share Exchange, CXJ became a wholly-owned subsidiary of the Company.

Effective May 13, 2022, we have appointed Messrs. Tianbing Yang and Rudong Shi as members of our Board of Directors.

On June 14, 2022, ~~CXJ~~the ~~Group Co., Limited (“~~Company”) completed the issuance and sales of an aggregate of 223,500 shares at a price of $0.66 per shares with each share consisting of one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”) in a private placement to Minggang Qian (the “Purchaser”), pursuant to the Subscription Agreement dated as of June 9, 2022 between the Company and the Purchaser. The net proceeds to the Company amounted to $147,510. The $147,510 in proceeds went directly to the Company as working capital.

On July 15, 2022, Mr. Wenbin Mao, Mr. Baiwan Niu, Mr. Tianbing Yang and Ms. Cuiyao Luo tendered their resignation for personal reasons and resigned as members of the Board of the Company effective from 28 July, 2022. The Board accepted the resignation of Mr. Wenbin Mao, Mr. Baiwan Niu, Mr. Tianbing Yang and Ms. Cuiyao Luo , and expressed sincere gratitude for their service term as a member of the Board.8

On ~~August~~July 115, ~~2023~~2022, ~~CXJ~~Mr. ~~Technology~~Wenbin ~~(Hangzhou)~~Mao, CoMr., ~~Ltd~~Baiwan Niu, aMr. ~~Chinese~~Tianbing ~~corporation~~Yang and aMs. ~~subsidiary~~Cuiyao ofLuo ~~CXJ~~tendered ~~Group~~their ~~Co.,~~resignation ~~Limited~~for ~~(“the~~personal ~~Company”)~~reasons and ~~signed~~resigned anas ~~equity~~members ~~transfer~~of ~~agreement (~~the ~~“Agreement”)~~Board ~~with~~of ~~Mr. Qing Wang. Under this agreement,~~ the Company ~~will~~effective ~~dispose 51%~~from ~~equity~~28 ofJuly, ~~Xishijie Automobile Industry Ecology Technology Co~~2022., ~~Ltd~~The ~~(formerly~~Board ~~known~~accepted asthe ~~Shenzhen~~resignation ~~Lanbei~~of ~~Ecological~~Mr. ~~Technology~~Wenbin ~~Co.~~Mao, Mr. ~~Ltd)~~Baiwan Niu, aMr. ~~Chinese~~Tianbing ~~company~~Yang ~~(“Xishijie”)~~and ~~with a purchase price of RMB 1 yuan~~Ms. ~~After~~Cuiyao ~~this~~Luo, ~~Agreement~~and ~~comes~~expressed ~~into~~sincere ~~force,~~gratitude ~~Xishijie Automobile~~for ~~Industry~~their ~~Ecology~~service ~~Technology~~term ~~Co.,~~as ~~Ltd~~a ~~will~~member ~~longer~~of the ~~subsidiary of CXJ Group Co~~Board.~~, Ltd.~~

On August 1, 2023, CXJ Technology (Hangzhou) Co., Ltd, a Chinese corporation and a subsidiary of the Company signed an equity transfer agreement (the “Agreement”) with Mr. Qing Wang. Under this agreement, the Company will dispose 51% equity of Xishijie Automobile Industry Ecology Technology Co., Ltd (formerly known as Shenzhen Lanbei Ecological Technology Co., Ltd), a Chinese company (“Xishijie”) with a purchase price of RMB 1 yuan. After this Agreement comes into force, Xishijie Automobile Industry Ecology Technology Co., Ltd will no longer the subsidiary of CXJ Group Co., Ltd.

On August 14, 2023, the Board approved the appointment of Zhen Hui Certified Public Accountant (“Zhen Hui”) as the Company’s new independent registered public accounting firm for the fiscal year ending May 31, 2022 and May 31, 2023 effective immediately.

On May 3, 2024, the Board approved the resignation of Zhen Hui ~~Certified Public Accountant (“Zhen Hui”)~~ as the Company’s independent registered public accounting firm with immediate effective.

On May 3, 2024, the Board approved the appointment of J & S Associate ~~Plt~~PLT (“J & S”) as the Company’s new independent registered public accounting firm for the fiscal year ending May 31, 2024 effective immediately.

On September 1, 2024, the Company entered the Subscription Agreement with Zhongxin Lei (the “Purchaser”) to issue and sales of an aggregate of 160,000 shares at a price of $0.657 per shares with each share consisting of one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”). The net proceeds to the Company amounted to $105,128 and went directly to the Company as working capital.

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

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

ECXJ, through its wholly owned subsidiary, CXJ and its subsidiaries and the VIE own and operate an active automobiles products trading and services business in the People’s Republic of China.

Note 2. Summary of Significant Accounting Policies

(a) Basis of presentation and liquidation

The condensed consolidated balance Sheets as of ~~February~~August 2931, 2024 and May 31, ~~2023~~2024 and the condensed consolidated statements of operations and comprehensive income (loss), shareholders’ equity, and cash flow for the ~~nine~~three months ended ~~February~~August 2931, 2024 and ~~February 28,~~ 2023 have been prepared by the Company is in conformity with generally accepted accounting principles in the United States (“US GAAP”).

The Company incurred net ~~profit~~loss of $~~108~~41,~~741~~567 and ~~net loss of~~ $~~136~~506,~~085~~209 during the three months ended ~~February~~August 2931, 2024 and ~~February 28,~~ 2023, respectively. As of ~~February 29~~August 31, 2024 and May 31, ~~2023~~2024, the Company had an accumulated deficit of $35,~~523~~405,~~856~~047 and $35,~~307~~363,~~640~~480, respectively. The Company’s net cash ~~outflow~~inflow ~~used~~provided inby operations ofwas ~~amounted to~~ $~~580~~75,~~581~~876 during the ~~nine~~three months ended ~~February~~August 2931, 2024.

As of February 29, 2024 and May 31, 2023, the Company had cash and cash equivalents of $18,088 and $659,451, and current liability of $2,428,209 and $3,119,612 respectively. The Company’s China subsidiaries and VIE are subject to preapproval from the State Administration of Foreign Exchange (“SAFE”) for non-domestic financing. Additionally, the amount of cash available for transfer from the China subsidiaries and the VIE for use by the Company’s non-China subsidiaries is also limited both by the liquidity needs of the subsidiaries in China and the restriction on foreign currency exchange by Chinese-government mandated limitations including currency exchange controls on certain transfers of funds outside of China.9

~~The~~As ~~company~~of ~~currently~~August is31, ~~seeking~~2024 toand ~~restructure~~May 31, 2024, the ~~terms~~Company had cash and cash equivalents of ~~our~~$72,054 and $2,521, and current liabilities byof ~~raising~~$2,138,621 and ~~funds~~$1,979,652 respectively. The Company’s China subsidiaries and VIE are subject to ~~pay~~preapproval ~~off~~from ~~liabilities~~the State Administration of Foreign Exchange (“SAFE”) for non-domestic financing. ~~Our~~Additionally, ~~ability~~the toamount ~~continue~~of cash available for transfer from the asChina asubsidiaries ~~going~~and ~~concern~~the isVIE ~~dependent~~for ~~upon~~use ~~obtaining~~by the ~~necessary~~Company’s ~~financing~~non-China orsubsidiaries ~~negotiating~~is also limited both by the ~~terms~~liquidity needs of the subsidiaries ~~existing~~in ~~borrowing~~China toand ~~meet~~the ~~our~~restriction on foreign currency exchange by Chinese-government mandated limitations including currency ~~current~~exchange ~~and~~controls ~~future~~on ~~liquidity~~certain ~~need~~transfers of funds outside of China.

(b) Going Concern Uncertainties

The accompanying unaudited condensed consolidated financial statements have been prepared ~~assuming~~in conformity with U.S. GAAP which contemplates continuation of the Company as a going-concern basis. The going-concern basis assumes that assets are realized, and liabilities are settled in the ordinary course of business at amounts disclosed in the unaudited condensed consolidated financial statements. The Company’s ability ~~will~~to continue as a going concern. depends upon its ability to market and sell its products to generate positive operating cash flows. The Company has an accumulated deficit of $35,~~523~~405,~~856~~047 and $35,~~307~~363,~~640~~480 as of ~~February~~August 2931, 2024 and May 31, ~~2023~~2024 respectively. During the period three ~~nine~~ months ended ~~February 29~~August 31, 2024 and ~~February 28,~~ 2023, the Company ~~incurred~~generated a net loss of $~~194~~41,~~252~~567 and $~~111~~506,~~623~~209 respectively. Furthermore, the Company ~~recorded~~ recorded a net cash ~~out~~inflow ~~flows~~ of $~~580~~75,~~581~~876 and $~~944~~100,~~948~~463 from operating activities as of ~~February~~August 2931, 2024 and ~~February 28,~~ 2023 respectively.

The Company’s cash position is not significant to support the Company’s daily operation. While the Company believes in the viability of its business strategy plans such as ~~Cloud~~Flash ~~chain,~~Lion ~~Wechat’s~~e-commerce sales model, Cloud chain (including Wechat, REDnote and ~~Douyin~~Tik Tok’s short videos e-commerce sales model), and its ability to raise additional funds, there can be no assurance to that effect. ~~The Company’s ability to continue as a going concern is dependent upon its ability to improve profitability and the ability to acquire financial support from its major shareholder.~~

~~These~~The ~~and other factors raise substantial doubts about the~~ Company’s ability to continue as a going concern ~~within~~is ~~one~~dependent ~~year~~upon ~~after~~its ~~the date~~ability ~~that~~to ~~financial~~improve ~~statements~~profitability ~~are~~and ~~issued.~~increase ~~These~~of ~~financial~~market share, ~~statements~~our dobusiness ~~not~~plan ~~include~~is ~~any~~to ~~adjustments~~extend toour ~~reflect~~market share through acquiring quality businesses in the ~~possible~~automotive ~~future~~aftermarket ~~effects~~industries, onin ~~the~~order ~~recoverability~~to increase our customer base and ~~classification~~supply ofchannels, ~~assets~~as orwell ~~the~~as ~~amount~~to ~~and~~acquire ~~classification~~more ofskilled ~~liabilities~~employees ~~that~~and ~~may~~business ~~result~~connections in the ~~Company~~industries. ~~not being~~We ~~able~~plan to ~~continue~~further asdevelop aour ~~going~~online ~~concern~~and offline marketing platform and internal enterprise resource planning system (ERP) by engaging an external IT company during 2025.

10We plan to diversify our existing product portfolio strategically, and thereby provide our customers with a wider range of choices and broaden our existing customer base.

In addition, major shareholder agrees to provide financial support to the Company. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. The accompanying unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

(c) Principles of Consolidation

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

To comply with PRC laws and regulations, the Company provides ~~substantially~~ trading of motor oil, auto parts, exhaust gas cleaners and brand name management services in China via its VIE, which hold critical operating licenses that enable the Company to do business in China. ~~Substantially~~ Substantially all of the Company’s revenues, costs and net income (loss) in China are directly or indirectly generated through this VIE. The Company has signed various agreements with its VIE and legal shareholders of the VIE to allow the transfer of economic benefits from the VIE to the Company and to direct the activities of the VIE.

The Company believes that the contractual arrangements among its subsidiaries, the VIE and its shareholders are in compliance with the current PRC laws and legally enforceable. However, uncertainties in the interpretation and enforcement of the PRC laws, regulations and policies could limit the Company’s ability to enforce these contractual arrangements. As a result, the Company may be unable to consolidate the VIE and its subsidiary in the 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.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 unaudited condensed consolidated financial statements. The Company’s ability to control its VIE also depends on the authorization by the shareholders of the VIE to exercise voting rights on all matters requiring shareholders’ approval in the VIE. The Company believes that the agreements on authorization to exercise shareholder’s voting power are legally enforceable. In addition, if the legal structure and contractual arrangements with its VIE were found to be in violation of any future PRC laws and regulations, the Company may be subject to fines or other actions. The Company believes the possibility that it will no longer be able to control and consolidate its VIE as a result of the aforementioned risks and uncertainties is remote.

The following table sets forth its subsidiaries and the VIE, including their country of incorporation or residence and our ownership interest in such subsidiaries. Please see “Note 4 VIE Structure and Arrangements”.

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

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

(d) Use of Estimates

The ~~accompanying~~preparation of unaudited condensed consolidated financial statements ~~have been prepared~~ in conformity with USaccounting ~~GAAP,~~principles ~~which~~generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the ~~balance~~date ~~sheet~~of ~~date~~the unaudited condensed financial statements. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting ~~periods~~period. ~~Significant~~Certain significant accounting policies that contain subjective management estimates ~~reflected~~and inassumptions ~~the~~include ~~Company’s~~those ~~consolidated~~related ~~financial~~to ~~statements~~going ~~include~~concern, ~~but~~current expected credit loss, allowance ~~not~~of ~~limited~~deferred totax ~~economic~~asset, useful lives and impairment of long-lived assets, valuation ~~allowance~~of ~~for~~intangible ~~deferred tax~~ assets, ~~and~~acquired ~~uncertain tax position. Changes in facts~~ and ~~circumstances~~impairment ~~may~~of ~~result in revised estimates~~goodwill. Actual results ~~could~~may materially differ from ~~those~~these estimates~~, and as such, differences may be material to the consolidated financial statements~~.

(e) Foreign Currency

The ~~functional currency of the~~ Company, ~~CXJ~~translates ~~Group~~its ~~Co.,~~foreign ~~Ltd,~~operations ~~CXJ~~to ~~Investment~~the ~~Group Company Ltd and CXJ (HK) Technology Group Company Ltd is US Dollar~~U.S. ~~The~~dollar ~~VIE~~in ~~determined~~accordance ~~their~~with ~~functional currency to be Chinese Renminbi, or RMB based on the criteria of~~ ASC 830, “Foreign Currency Matters”. ~~The Company uses USD as its reporting currency.~~

The ~~Company~~reporting ~~uses~~currency ~~the average exchange rate~~ for the ~~year~~Company and ~~the~~its ~~exchange~~subsidiaries ~~rate~~is at the ~~balance~~U.S. ~~sheet date to translate the operating results and financial position, respectively~~dollar. The Company, ~~also~~BVI ~~uses~~CXJ ~~the~~and ~~historical~~HK ~~exchange~~CXJ’s ~~rate~~functional atcurrency is the ~~initial~~U.S. ~~transaction~~dollar; ~~date~~SZ toCXJ ~~translate the capital~~ and ~~various~~their ~~reserve~~VIEs ~~items.~~and ~~Translation~~subsidiary ~~differences~~which are ~~recorded~~incorporated in ~~accumulated~~PRC ~~other~~use ~~comprehensive~~the ~~income~~Chinese Renminbi (~~loss~~“RMB”), ~~a component~~as oftheir ~~shareholders’~~functional ~~deficits~~currency.

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

	●	Monetary assets and liabilities at exchange rates in effect at the end of each period
	●	Nonmonetary assets and liabilities at historical rates
	●	Revenue and expense items at the average rate of exchange prevailing during the period

Gains and losses from these re-measurements were not significant and have been included in the Company’s results of operations.

The Company’s subsidiaries, whose functional currency is not the U.S. dollar, translate their records into the U.S. dollar as follows:

	●	Assets and liabilities at the rate of exchange in effect at the balance sheet date
	●	Equities at the historical rate
	●	Revenue and expense items at the average rate of exchange prevailing during the period

Adjustments arising from such translations are included in accumulated other comprehensive income in shareholders’ equity.

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

Schedule of Exchange Rates

	February 29, 2024		February 28, 2023
	2024		2023
	As of and for the Nine months ended
	As of and for the three months ended August 31,
	February 29, 2024		February 28, 2023
	2024		2023
Period-end RMB: US$1 exchange rate		7.1909		67.9425
Period-average RMB: US$1 exchange rate		7.1522		67.8719
Exchange rate		7.1522		67.8719

The RMB is not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions. No representation is made that the RMB amounts could have been, or could be, converted into US dollars at the rates used in translation.

(f) Cash and Cash Equivalents

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

(g) Accounts ~~Receivables~~Receivable and Allowance for Doubtful Accounts

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

~~The~~Further, ~~Company~~we ~~maintains~~evaluate anthe ~~allowance~~collectability ~~for~~of ~~doubtful~~our accounts ~~which~~receivable ~~reflects~~and ~~its~~if ~~best~~there ~~estimate~~is ofdoubt ~~amounts~~ that ~~potentially~~we will ~~not~~collect ~~be collected. The Company determines~~ the ~~allowance~~full ~~for~~amount, ~~doubtful~~we ~~accounts~~will ~~taking~~record a ~~into~~reserve ~~consideration~~specific ~~various factors including but not limited~~ to ~~historical collection~~that ~~experience~~customer’s ~~and~~receivable ~~credit-worthiness of the debtors as well as the age of the individual receivables~~ balance. ~~Additionally,~~There ~~the Company~~was ~~makes~~no ~~specific~~provision ~~bad~~for ~~debt~~doubtful ~~provisions~~accounts ~~based~~for ~~on any specific knowledge~~ the ~~Company~~period ~~has~~ended ~~acquired that might indicate that an account~~August is31, ~~uncollectible~~2024. ~~The facts and circumstances of each account may require the Company to use substantial judgment in assessing its collectability.~~

(h) Inventories, Net

Inventories, ~~consist~~consisting of finished goods, ~~work in process, and raw materials. Inventories~~ are stated at the lower of cost ~~and~~or ~~net~~market ~~realizable~~ value. ~~Cost~~ ofThe ~~inventory~~Company isused ~~determined using~~ the weighted average cost method of accounting for inventory. ~~Adjustments~~Inventories on hand are ~~recorded~~evaluated on an on-going basis to ~~write~~determine ~~down~~if ~~the~~any ~~cost~~items ofare ~~inventory~~obsolete, spoiled, or in excess of tofuture ~~the~~demand. ~~estimated~~The ~~net~~Company ~~realizable~~provides ~~value~~impairment ~~due~~that tois ~~slow-moving~~charged ~~and~~directly ~~obsolete~~to ~~inventory,~~cost ~~which~~of issales ~~dependent~~when ~~upon~~is ~~factors~~has ~~such~~been asdetermined ~~historical~~the ~~and forecasted~~product ~~consumer~~is ~~demand~~obsolete, spoiled, and ~~promotional~~the ~~environment.~~Company ~~The~~will ~~Company~~not ~~takes~~be ~~ownership,~~able ~~risks~~to ~~and~~sell ~~rewards~~it ofat ~~the~~a normal profit above its carrying cost. The Company’s primary products are ~~purchased~~motor oil and auto parts.

(i) ~~Prepayments~~Property and equipment

Property and equipment are stated at cost, less depreciation, amortization and impairments. Depreciation and amortization of property and equipment are provided using the straight-line method. The estimated useful lives for computer equipment, computer software, engineering and test equipment and furniture and fixtures are generally three to five years. Leasehold improvements are amortized over the lesser of their estimated useful lives or their respective lease terms, which are generally five to ten years. Buildings are being depreciated over twenty-five years. Expenditures for major improvements and betterments are capitalized, while minor repairs and maintenance are charged to expense as incurred. Upon the retirement or disposition of property and equipment, the related cost and accumulated depreciation or amortization are removed, and a gain or loss is recorded.

(j) Prepayments

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

~~(j) Intangible Assets, Net~~12

~~The~~(k) ~~Company’s~~Intangible 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 use 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 to write off 100% of the in-house developed software expenses during the year incurred.Assets

~~According~~The tointangible ~~the~~assets ~~law~~consist of ~~PRC,~~costs ~~the~~occurred ~~government~~to ~~owns~~develop ~~all~~ the ~~land~~software inand ~~the~~purchased ~~PRC~~patents for business operations. ~~Companies~~We orevaluate ~~individuals~~intangible assets ~~are~~for ~~authorized~~impairment towhen ~~possess~~factors ~~and~~indicate ~~use~~that the ~~land~~carrying ~~only through~~value ~~land~~of ~~use~~an ~~rights~~asset ~~granted~~may bynot ~~the~~be ~~Chinese~~recoverable. ~~government~~When factors indicate that such assets should be evaluated for apossible ~~specified~~impairment, ~~period~~we ofreview ~~time.~~whether ~~The~~we ~~Company~~will ~~amortizes~~be ~~its~~able ~~land~~to ~~use~~realize ~~rights~~our ~~using the~~intangible ~~straight-line~~assets ~~method~~by ~~over~~analyzing the projected ~~periods~~undiscounted cash flows in measuring whether the ~~rights~~asset ~~are~~is ~~granted~~recoverable.

~~The~~If ~~estimated~~an ~~useful~~asset ~~lives~~is considered impaired, a loss is recognized based on the amount by which the carrying amount exceeds the fair market value of ~~purchased~~the ~~software~~asset. ~~and~~Assets ~~copyrights~~to be disposed of are asreported ~~follow:~~at the lower of the carrying amount or fair value less costs to sell.

~~Schedule~~The Company ofrecognized ~~Intangible~~an ~~Assets~~impairment ~~Estimated~~loss ~~Useful~~on ~~Lives~~intangible assets amounted to $1,588 and $0 during the period ended August 31, 2024 and 2023 respectively.

~~Purchased~~(l) Impairment ~~software~~of ~~and~~Long-lived ~~copyrights~~Assets 10Other ~~years~~Than Goodwill

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

~~The~~If ~~Company~~an ~~evaluates~~asset ~~its~~is ~~long-lived~~considered ~~assets~~impaired, ~~including fixed assets and intangible assets with finite lives, for impairment whenever events or changes in circumstances, such as~~ a ~~significant~~loss ~~adverse~~is ~~change~~recognized tobased ~~market~~on ~~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~~which the carrying amount ofexceeds the ~~assets~~fair tomarket ~~the future undiscounted cash flows expected to result from the~~value ~~use~~ of the ~~assets and their eventual disposition~~asset. IfAssets ~~the~~to ~~sum~~be ofdisposed ~~the expected undiscounted cash flows is less than the carrying amount~~ of ~~the~~are ~~assets,~~reported ~~the~~at ~~Company recognizes an impairment loss based on~~ the ~~excess~~lower of the carrying amount ofor ~~the assets over their~~ fair value~~. Fair~~ ~~value~~less iscosts ~~generally determined by discounting the cash flows expected~~ to ~~be generated by the assets, when the market prices are not readily available~~sell.

(lm) 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 June 1, 2020.

(mn) Fair Value of Financial Instruments

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

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

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

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

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

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

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

Under Topic 606, revenues are recognized when the promised products have been confirmed ~~and~~of ~~when~~ delivery ofor ~~goods and~~ services have been transferred to the consumers in amounts that reflect the consideration the customer expects to be entitled to in exchange for those ~~goods and~~ services. The Company presents value added taxes (“VAT”) as reductions of revenues. The Company recognizes revenues net of value added taxes (“VAT”) and relevant charges.

Product Revenue

We generate revenue primarily from the sales of ~~automobile~~motor ~~exhaust~~oil, ~~cleaners~~auto parts and ~~auto~~automobile ~~parts~~exhaust cleaners directly to customers. We recognize product revenue at a point in time when the control of the products has been transferred to customers. The transfer of control is considered ~~complete~~ complete when products have been picked up by or shipped to our customers. Our sales arrangements for automobile exhaust cleaners, ~~motor oil~~ and auto parts usually require a full prepayment before the delivery of products.

We also generate revenue from the sales of auto parts directly to the customers, such as a business or individual engaged in auto parts businesses. We recognize revenue at a point in time when products are delivered and customer acceptance is made. For the sales arrangements of auto parts products, we generally require payment upon issuance of invoices.

Service Revenue

We also generate revenue from brand name authorization fee and brand name management service under separate contracts. Revenue from brand name authorization and management services include service fees for provision of brand name “teenage hero car” to our customers, and provision of management service. Revenue from the maintenance service to the customers is recognized at a point in time when services are provided. Revenue from the management service to the customer is recognized as the performance obligation is satisfied over time over the contracting period.

(p) Sales and Distribution Expense

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

(0q) ~~Sales~~General and ~~Distribution~~Administrative ~~Expense~~Expenses

~~Selling~~General and ~~distribution~~administrative expenses ~~amounted~~consist toof ~~$79,920~~payroll ~~and~~related ~~$125~~costs,~~193~~ ~~for~~consultancy ~~the three months ended February 29~~expenses, ~~2024~~bad ~~and~~debts ~~February~~written 28off, ~~2023~~intangible ~~respectively. Selling~~assets ~~and distribution expenses are mainly included salary $43~~written off,~~157,~~ ~~commission~~rental ~~fee $7,552, transportation~~ expenses $6,~~980,~~ ~~advertisement $6,783,~~office ~~conference $6~~expense,~~850,~~ travelling ~~expenses~~and ~~$5,388,~~ entertainment expenses ~~$2,888 and other expenses $322~~.

(pr) ~~General~~Operating ~~and Administrative Expenses~~Leases

~~General~~The ~~and~~Company ~~administrative~~recognizes ~~expenses~~its ~~amounted~~leases toin ~~$132~~accordance with ASC 842 - Leases. Under ASC 842,~~964~~ operating lease right-of-use (“ROU”) assets and ~~$165,019~~liabilities ~~for~~are recognized at commencement date based on the ~~three~~present ~~months~~value ~~ended~~of ~~February~~lease ~~29,~~payments ~~2024~~over the lease term. ROU assets represent our right to use an underlying asset for the lease term and ~~February~~lease ~~28,~~liabilities ~~2023~~represent ~~respectively~~our obligation to make lease payments arising from the lease. The initial lease liability is equal to the future fixed minimum lease payments discounted using the Company’s ~~General~~incremental borrowing rate, on a secured basis. The lease term includes option renewal periods and ~~administrative~~early ~~expenses~~termination ~~consist~~payments when it is reasonably certain that the Company will exercise those rights. The initial measurement of ~~payroll~~the ROU asset is equal to the initial lease liability plus any initial direct costs ~~$54~~and prepayments,~~002,~~ ~~consultancy~~less ~~fees~~any ~~$8,659,~~lease ~~amortization~~incentives. ofThe ~~intangible~~Company ~~assets~~elected ~~$43,342,~~the short-term lease exemption ~~rental~~for ~~expenses~~contracts ~~$18,310,~~with ~~office~~lease ~~expenses~~terms ~~$4,621,~~of ~~travelling~~12 ~~expenses~~months ~~$1,794~~or less. The Company accounts for the lease and ~~other~~non-lease ~~expenses~~components ~~$2,236~~of its leases as a single lease component. Lease expense is recognized on a straight-line basis over the lease term.

(qs) ~~Operating~~Value-added ~~Leases~~Taxes

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.

15(t) Income Taxes

(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.

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.

~~British~~(u) ~~Virgin~~Employee ~~Island~~Benefit Expenses

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.

United States

Under the current tax laws of United States, the Company and its subsidiaries are not subject to tax on their income or capital gains. In addition, upon of dividends by the Company to its shareholders, no United States withholding tax will be imposed.

P.R.C China

The China Corporate Income Tax Law (“CIT Law”) became effective on January 1, 2008. Under the CIT Law, China’s dual tax system for domestic enterprises and foreign investment enterprises (“FIEs”) was effectively replaced by a unified system. The new law establishes a tax rate of 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 February 29, 2024 and February 28, 2023, respectively:

Schedule of Reconciliation PRC Statutory Rates

	For The Three Month Ended February 29, 2024			For The Three Months Ended February 28, 2023
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 and nine months ended February 29, 2024 and February 28, 2023 respectively are as follows:

Schedule of Income Tax Expense

	February 29, 2024		February 28, 2023
	For The Three Months Ended
	February 29, 2024		February 28, 2023
Current		5,227		1,252
Deferred		-		-
Income tax expense/(income)		5,227		1,252

	February 29, 2024		February 28, 2023
	For The Nine Months Ended
	February 29, 2024		February 28, 2023
Current		5,227		3,637
Deferred		-		-
Income tax expense/(income)		5,227		3,637

There was a tax refund of $1,513 from tax authority in September 2022.

(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.

(uv) 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).

(vw) ~~Profit/(Loss)~~Earnings Per Share

~~Basic~~The ~~loss~~Company computes earnings per share (“EPS”) in accordance with ASC Topic 260, “Earnings per share”. Basic EPS is ~~computed~~measured byas ~~dividing~~the ~~net~~income or loss ~~attributable~~available to ~~ordinary~~common shareholders divided by the weighted average ~~number~~common ~~of ordinary~~ shares outstanding ~~during~~for the period. ~~using~~Diluted ~~the~~EPS ~~two-class~~is ~~method.~~similar ~~Under~~to ~~the~~basic ~~two-class~~EPS ~~method,~~but ~~net~~presents ~~loss~~the isdilutive ~~allocated~~effect ~~between~~on ~~ordinary~~a ~~shares~~per ~~and other~~share ~~participating~~basis ~~securities~~of ~~based~~potential oncommon ~~their~~shares ~~participating rights~~(e.g., ~~Diluted~~convertible securities, ~~loss~~options, ~~per~~and ~~share~~warrants) isas ~~calculated~~if bythey ~~dividing~~had ~~net~~been ~~loss~~converted ~~attributable to~~at ~~ordinary shareholders by~~ the ~~weighted~~beginning ~~average number~~ of ~~ordinary~~the ~~and~~periods ~~dilutive~~presented, ~~ordinary~~or ~~equivalent~~issuance ~~shares~~date, ~~outstanding~~if ~~during the period~~later. ~~Ordinary~~Potential ~~equivalent~~common shares ~~consist~~that ofhave ~~shares~~an ~~issuable~~anti-dilutive ~~upon~~effect ~~the~~(i.e. ~~exercise~~those ofthat ~~share~~increase ~~options~~income ~~using~~per ~~the~~share ~~treasury~~or ~~stock~~decrease ~~method.~~loss ~~Ordinary~~per ~~equivalent shares~~share) are excluded ~~not~~from ~~included in~~ the ~~denominator~~calculation of ~~the~~ diluted ~~loss per share calculation when inclusion of such shares would be anti-dilutive~~EPS.

~~Below are the profit/~~(~~loss~~x) Segment ~~per share for the period ended February 29, 2024 and February 28, 2023 respectively:~~Reporting

~~Schedule~~The Company reports each material operating segment in accordance with ASC 280, “Segment Reporting”. Operating segments are defined as components of ~~Profit/(Loss)~~an ~~Per~~enterprise ~~Share~~about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker is the chief executive officer. The Company has determined that it has only one operating segment.

	February 29, 2024		February 28, 2023
	For The Three Months Ended
	February 29, 2024		February 28, 2023
	Unaudited		Unaudited
		$		$
Comprehensive Profit/(Loss)		108,902		(150,543	)
Weighted Average Number Of Common Shares Outstanding – Basic And Diluted		101,710,517		101,703,968
Profit/(Loss) Per Share - Basic And Diluted		0.00		(0.00	)

(y) Recently Issued Accounting Standards

17During the period ended August 31, 2024, there have been no new, or existing, recently issued accounting pronouncements that are of significance, or potential significance, that impact the Company’s consolidated financial statements.

(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.

Note 3. Acquisition

On March 28, 2019, Mr. Cai, Lixin (Mr. Cai), the Company’s Chairman of the Board and Chief Executive Officer and Chief Financial Officer, incorporated CXJ Technology (Hangzhou) Co., Ltd (“HZ CXJ”) in Hangzhou, China. Mr. Cai in turn incorporated CXJ Investment Group Company Ltd (“CXJ”), CXJ (HK) Technology Group Company Ltd (“HK CXJ”), and CXJ (Shenzhen) Technology Co., Ltd (“SZ CXJ”) and reorganized these entities with CXJ being a holding entity with the solely shareholder. As a result of the reorganization, CXJ owns 100% interest in HK CXJ and HK CXJ owns 100% interest in SZ CXJ. SZ CXJ controls 100% interest in HZ CXJ through VIE contractual arrangements as disclosed in Note 4. Such reorganization was completed on May 28, 2020.

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

On May 28, 2020, we consummated the transactions contemplated by the Share Exchange Agreement among the Company, CXJ Investment Group Company Limited (“CXJ”), a British Virgin Islands Corporation and the shareholder of CXJ, pursuant to which we acquired all the ordinary shares of CXJ in exchange for the issuance to the shareholder of CXJ of an aggregate of 1,364,800 shares of the Company. The shareholder is the selling security holder in this prospectus and are all affiliates. As a result of the transactions contemplated by the Share Exchange, CXJ became a wholly-owned subsidiary of the Company.

The Company accounted for above transaction as a reverse acquisition under ASC Subtopic 805-40, based on the fact that the CXJ is an accounting acquirer and the Company is the accounting acquiree. Meanwhile, the CXJ retrospectively consolidates the Company and as if it had been owned by CXJ since May 28, 2020, the date the Company was acquired by Mr. Lixin Cai, in accordance with ASC Subtopic 805-50.

On August 19, 2021, CXJ Technology (Hangzhou) Co., Ltd acquired 51% equity interest of Shenzhen Lanbei Ecological Technology Co., Ltd (a Chinese company) from Shenzhen Baiwen Enterprise Management Consulting Co., Ltd with a purchase consideration of RMB1. After the acquisition comes into effect, Shenzhen Lanbei Ecological Technology Co., Ltd will share profits and risks and losses in proportion to the equity. Lixin Cai will become the legal representative of Shenzhen Lanbei Ecological Technology Co., Ltd.

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

On August 1, 2023, CXJ Technology (Hangzhou) Co., Ltd, a Chinese corporation and a subsidiary of ~~CXJ~~the ~~Group~~Company ~~Co., Limited and~~ signed an equity transfer agreement (the “Agreement”) with Mr. Qing Wang. Under this agreement, the Company will dispose 51% equity of Xishijie Automobile Industry Ecology Technology Co., Ltd (formerly known as Shenzhen Lanbei Ecological Technology Co., Ltd), a Chinese company (“Xishijie”) with a purchase price of RMB 1 yuan. After this Agreement comes into force, Xishijie Automobile Industry Ecology Technology Co., Ltd will no longer be the subsidiary of ~~CXJ~~the ~~Group Co~~Company.~~, Ltd.~~

Note 4. VIE Structure and Arrangements

The Company consolidates VIE in which it holds a variable interest and is the primary beneficiary through contractual agreements. The Company is the primary beneficiary because it has the power to direct activities that most significantly affect their economic performance and have the obligation to absorb the majority of their losses or benefits. The results of operations and financial position of the VIE are included in the Company’s consolidated financial statements.

In order to operate its business in PRC and to comply with PRC laws and regulations that prohibit or restrict foreign ownership of companies that provides value-added services, the Company entered into a series of contractual agreements with the VIE: CXJ Technology (Hangzhou) Co., Ltd. (“HZ CXJ”). These contractual agreements may not be terminated by the VIE, except with the consent of, or a material breach by us. Currently, the Company is still evaluating the overall operating strategy for business and does not have plan to provide any funding to the VIE.

The key terms of the VIE Agreements are summarized as follows:

(a) Exclusive Consulting and Services Agreement

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

(b) Equity Pledge Agreement

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

(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.

Note 5. Shareholders’ Equity

The Company has 490,000,000 shares of common stock authorized with a par value of $0.001 per share as of ~~February~~August 2931, 2024 and May 31, ~~2023~~2024.

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 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 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.

Note 6. Concentration of Risk

(a) Major Customers

For the three months ended ~~February~~August 2931, 2024 and ~~February 28,~~ 2023, there ~~were~~was no customers who accounted for 10% or more of the Company’s ~~revenue~~ revenue nor with significant outstanding receivables.

(b) Major Suppliers

For the three months ~~and nine months~~ ended ~~February~~August 2931, 2024 and ~~February 28,~~ 2023, 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 February 29, 2024

	For The Three Months Ended August 31,				For The Three Months Ended August 31,
	2024		2023		2024			2023
	$		$		%			%
Foshanshi Yuansheng Blue Sea Automobile Technology Service Co., Ltd		28,668		65,326		148	%		29	%
Hubei Shuqi New Technology Co., Ltd		-		173,666		-			78	%
Total		28,668		238,992		148	%		107	%

	For The Three Months Ended				For The Three Months Ended
	February 29, 2024		February 28, 2023		February 29, 2024			February 28, 2023
	$		$		%			%
Nanjing Xigua Automobile Co., Ltd		16,445		-		26	%		-
Hubei Shuqi New Technology Co., Ltd		-		12,373		-			29	%
Yantai Yuandong Precise Chemical Co., Ltd				14,847					35	%
Total		16,445		27,220		26	%		64	%

For The Nine Months Ended February 29, 2024

	For The Nine Months Ended				For The Nine Months Ended
	February 29, 2024		February 28, 2023		February 29, 2024			February 28, 2023
	$		$		%			%
Foshanshi Yuansheng Blue Sea Automobile Technology Service Co., Ltd		162,839		261,965		26	%		34	%
Hubei Shuqi New Technology Co., Ltd		330,846		62,513		53	%		8	%
Nanjing Western Oil Co., Ltd		-		111,401		-			14	%
Bingzhou Yunfei New Energy Co., Ltd		77,003		-		12	%		-
Guangzhou Kashide Car Accessories Co., Ltd		17,731		99,339		3	%		13	%
Total		588,419		535,218		94	%		70	%

Note 7. Account Receivables, Net

As of ~~February~~August 2931, 2024 and May 31, ~~2023~~2024, there are no allowance for expected credit loss, our ~~account~~accounts receivables are $5762,~~695~~849 and $6259,~~066,~~ 286 respectively.

Note 8. ~~Prepayment, Deposits and Other Receivables~~Prepayments

~~Prepaid~~As ~~expenses~~of ~~and~~August ~~other~~31, ~~receivables~~2024 ~~consisted~~and ofMay ~~the~~31, ~~following~~2024, atprepayments ~~February~~are 29$329,257 ~~2024~~ and ~~May 31~~$325,931 ~~2023:~~respectively.

Schedule of ~~Prepaid Expenses and Other Receivables~~Prepayments

February 29, 2024

May 31, 2023

Increase/ (Decrease)

August 31, 2024

May 31, 2024

(Decrease)

As of

Increase/

February 29, 2024

May 31, 2023

Increase/ (Decrease)

August 31, 2024

May 31, 2024

(Decrease)

(unaudited)

(audited)

Prepayments

329,~~781~~257

~~526~~325,~~638~~931

~~(196~~3,~~857~~326

)

Deposits paid

15,234

22,626

(7,392

)

Other receivables

29,145

22,118

7,027

Total

374,160

571,382

(197,222

)

AsPrepayments ~~of February 29, 2024, the prepayment~~ balance $329,~~781~~257 ~~represented~~consist ~~the~~of ~~prepayment~~advances ofto ~~sales-related~~suppliers ~~consultancy~~for ~~fee,~~providing goods and ~~parts purchases~~services. ~~The~~ ~~deposit~~As ~~balance~~of ~~$15~~August 31,~~234~~ is2024 ~~the~~and ~~rental~~May ~~deposit~~31, of2024, ~~office~~the ~~and~~prepayments balances ~~warehouse.~~are ~~Other~~$329,257 ~~receivable~~and ~~balance~~ $29325,~~145~~931 ~~represented~~respectively, ~~staff~~as ~~advances of~~compared ~~$7,587~~that ~~for~~is ~~business~~an ~~conference,~~increase ~~travelling~~of ~~expenses~~$3,326, ~~and~~the ~~office~~increment ~~expenses~~is ~~and~~mainly ~~short~~due ~~term~~to ~~borrowing~~prepayment to ~~$21,558~~suppliers tofor ~~strategy~~goods ~~supplier~~and services.

AsNote ~~of February 29, 2024 and May 31, 2023, the prepayments, deposits and other receivables are $374,160 and $571,382 respectively, as compared that is a decrease of $197,222~~9. ~~The~~Deposits ~~decrement is mainly due to decrease in prepayment $196,857 to suppliers, deposits paid $7,392~~ and ~~offset~~ ~~increase~~Other ~~in other receivables $7,027.~~Receivables

~~Other~~Deposit ~~Receivables~~ and other receivable consisted of the following as of August 31, 2024 and May 31, 2024:

Schedule of Deposits and Other Receivables

Description	Amount ($)		Remark
	August 31, 2024		May 31, 2024		(Decrease)
Staff advances		7,587	For business conference and function, travelling expenses and office expenses.
	As of				Increase/
Short term borrowing		21,558	Advanced working capital to strategy supplier for restructuring of supply chain system. The period of borrowing is one year and interest free.
	August 31, 2024		May 31, 2024		(Decrease)
Total		29,145
	(unaudited)		(audited)
	$		$		$
Deposits		14,927		13,195		1,732
Other receivables		12,482		13,813		(1,331	)
Total		27,409		27,008		401

21Deposits balance $14,927 is deposits paid to landlord for renting office and warehouse. Other receivables balance $12,482 is the advances to staff for business conference and function, travelling expenses and office expenses.

~~Note~~As 9.of ~~Property~~August 31, ~~Plant~~2024 and ~~Equipment~~May 31, ~~Net~~2024, the deposit and other receivables balances are $27,409 and $27,008 respectively, as compared that is an increase of $401. The increment is mainly due to increase in deposit $1,732 and offset decrease in staff advances $1,331.

~~Property, plant and equipment are recorded at cost. Depreciation is computed using the straight-line method over estimated useful lives of three years.~~19

~~Property,~~Note ~~plant~~10. Property and ~~equipment consisted of the following:~~Equipment

~~Schedule~~Property and ofequipment ~~Property,~~are ~~Plant~~recorded ~~and~~at ~~Equipment~~cost. Depreciation is computed using the straight-line method over estimated useful lives of three to five years.

	As of			As of
	February 29, 2024			May 31, 2023
	(unaudited)			audited
	$			$
Property, Plant and Equipment		8,433			6,150
Less: Accumulated depreciation		(3,419	)		(1,756	)
Foreign translation difference		(83	)		(52	)
Total property, plant and equipment, net		4,931			4,342

Property and equipment consisted of the following:

~~Note~~ Schedule ~~10.~~of ~~Intangible~~Property ~~Assets~~and Equipment

The intangible assets consist of costs incurred to develop the software and purchase costs of copyrights for business operations The in house developed software costs are written off during the year incurred, and the purchase copyrights are amortization over its estimated useful life. During the year, Lixin Cai increased the share capital of HZ CXJ to $1,406,470 (or RMB10,000,000) by capitalization of purchased copyrights.

	August 31, 2024			May 31, 2024
	As of			As of
	August 31, 2024			May 31, 2024
	(unaudited)			audited
	$			$
Property and equipment		9,071			9,071
Less: Accumulated depreciation		(4,572	)		(4,003	)
Foreign translation difference		(26	)		(120	)
Total property and equipment, net		4,473			4,948

~~Intangible~~Note ~~assets~~11. ~~and~~Intangible ~~related accumulated amortization are as followed:~~Assets

The intangible assets consist of costs incurred to develop the software and purchased patents for business operations. In October 2022, Lixin Cai increased the share capital of HZ CXJ to $1,406,470 (or RMB10,000,000) by capitalization of purchased patents. The developed cost of software $1,617 is capitalized during the period ended August 31, 2024.

As of August 31, 2024, the intangible assets were impaired due to no projected undiscounted cash flow in future. The intangible assets balances are $0 for both the period ended August 31, 2024 and May 31, 2024. The impairment loss incurred during the period ended August 31, 2024 is $1,588.

Schedule of Intangible Assets

	August 31, 2024			May 31, 2024
	As of			As of
	February 29, 2024			May 31, 2023
	August 31, 2024			May 31, 2024
	(unaudited)			audited
	$			$
Purchased copyrights and software		1,422,829			1,406,470
Purchased patents and developed software		1,406,470			1,406,470
Less: Accumulated amortization		(217,145	)		(96,479	)
Add: Capitalization of software		1,617			-
Foreign translation difference		(11,896	)		2,714
Less: Accumulated amortization		(235,175	)		(235,175	)
Total purchased copyrights and software, net		1,193,788			1,312,705
Less: Accumulated impairment of intangible assets		(1,157,390	)		(1,155,802	)
Foreign translation difference		(15,522	)		(15,493	)
Total purchased patents and developed software, net		-			-

~~The~~Note ~~amortization~~12. ofBusiness ~~copyrights~~Combination ~~$34,965 is~~and ~~provided during the three months period ended February 29, 2024.~~Goodwill

Note 11. Business Combination and Goodwill

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

The determination of fair values involves the use of significant judgment and estimates and in the case of HZ CXJ, this is with specific reference to acquired intangible asset. The judgments used to determine the estimated fair value assigned to assets acquired and liabilities assumed, as well as the intangible asset life and the expected future cash flows and related discount rate, can materially impact the Company’s consolidated financial statements. Significant inputs and assumptions used for the model included the amount and timing of expected future cash flows and discount rate. The Company utilized the assistance of a third-party valuation appraiser to determine the fair value as of the date of acquisition.

The purchase price was allocated on the acquisition date of HZ CXJ as follows:

	As of May 28, 2020
	$
Cash at banks and in hand		15,588
Trade receivables		70,423
Inventory on hand		124,658
Prepayments, other receivables and deposits		2,517,125
Due from a related party		1,282
Due to directors		119,405
Due from a shareholder		51,599
Due from a related party
Operating lease right-of-use assets		189,604
Total assets		3,089,684

	$
Account Payable	~~(156,955)~~	(156,955	)
Advanced Receipts		(368,777	)
Accrued liabilities, other payable and deposits received		(3,007,879	)
Due to a related company		(2,000	)
Due to related parties		(29,932	)
Due to directors		(42	)
Operating lease liabilities, net of current portion		(80,882	)
Operating lease liabilities, non current portion		(111,779	)
Total liabilities		(3,758,246	)
Net tangible liabilities		(668,562	)
Goodwill		4,763,015
Total purchase price		4,094,453

	$
Consideration in form of shares		4,094,453
Total consideration		4,094,453

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 HZ CXJ 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.21

~~The~~Goodwill ~~goodwill~~is ~~value~~tested ~~$4,763,015~~for isimpairment ~~occurred~~annually onas of the ~~acquisition~~first day of fiscal May or more frequently when events or changes in circumstances indicate that impairment may have occurred. The Company performed its fourth quarter 2024 annual goodwill ~~value~~impairment ~~$4,763,015~~test isusing ~~occurred~~a onquantitative assessment ~~the~~for ~~acquisition,~~its asHZ ofCXJ ~~May~~reporting ~~31,~~unit. The quantitative assessment for HZ CXJ reporting unit indicated that its carrying amount exceeded ~~2023~~its ~~the~~fair ~~impairment~~value, ~~loss~~and onresulted ~~goodwill~~in ~~written~~an ~~off~~impairment ischarge of $1,~~970~~049,~~454~~984 ~~and~~in the ~~balance~~fourth quarter of 2024. This non-cash impairment charge is presented within the General & Administrative Expenses line for 2024 in the accompanying Consolidated Statements of Operations. As at August 31, 2024, the goodwill balance is $21,~~792~~742,~~561~~577.

The ~~movement~~fair value estimate for the HZ CXJ reporting unit was based on a blended analysis of ~~impairment~~the ~~loss~~present isvalue of future discounted cash flows and market value approach. The significant estimates used in the discounted cash flow model included the Company’s weighted average cost of capital, projected cash flows and the long-term rate of growth. Significant estimates in the market approach model included identifying similar companies with comparable business factors such as ~~below:~~size, growth, profitability, risk and return on investment and assessing comparable revenue and earnings multiples in estimating the fair value of the reporting unit.

The decline in the fair value of the HZ CXJ’s reporting unit has mainly resulted from changes to its projected revenue growth rates and timeline, which were finalized during the Company’s annual long-term planning process in the fourth quarter of 2024. The HZ CXJ reporting unit has been in operation since June 2019, therefore the Company has less experience estimating the operating performance of this reporting unit. The Company’s expected revenue increase has been slower than anticipated due to the time required to ramp up activity for new customers. In addition, during its long-term planning process performed, the Company made adjustments to reduce its forecasted spend on HZ CXJ in 2025 and beyond, which further impacted expected revenue growth rates and their timing. These changes in critical assumptions related to the reporting unit resulted in a reduction in its estimated fair value.

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

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

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

Key assumptions in the quantitative assessment included:

(i) Discount rate: 16%

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

(iii) Terminal growth rate: 2%

(iv) Inflation rate: 2%

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

The summary of impairment loss on goodwill is as below:

Schedule of Impaired Loss on Goodwill

	$
Goodwill as of May 31, 2020		4,763,015
Impaired goodwill written off - May 31, 2021		(322,972	)
Goodwill as of May 31, 2021		4,440,043
Impaired goodwill written off - May 31, 2022		(1,006,432	)
Goodwill as of May 31, 2022		3,433,611
Impaired goodwill written off - May 31, 2023		(641,050	)
Goodwill as of May 31, 2023		2,792,561
Impaired goodwill written off - May 31, 2024		(1,049,984	)
Goodwill as of May 31, 2024		1,742,577

23Disposal of subsidiary

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

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

	As of August 1, 2023
	$
Cash at banks and in hand		2,804
Trade receivables		5,086
Inventory on hand		43,907
Prepayments, other receivables and deposits		28,993
Due from a related party		0
Operating lease right-of-use assets		4,135
Total assets		84,925
		$
Account Payables		(10,589	)
Accrued liabilities, other payables and deposits received		(15,656	)
Due to a related company		(11,157	)
Operating lease liabilities, net of current portion		(4,135	)
Total liabilities		(41,537	)
Net tangible liabilities		43,388
Share of 49% of non-controlling interest		21,260
51% of equity interest		22,128
Goodwill		(22,128	)
Total purchase price		-

The negative goodwill value $22,128 is occurred on the disposal, impaired and written off during the period ended August 31, 2023.

	$
Account Payables	(10,589	)
Accrued liabilities, other payables and deposits received	(15,656	)
Due to a related company	(11,157	)
Operating lease liabilities, net of current portion	(4,135	)
Total liabilities	(41,537	)

Net tangible assets	43,388
Share of 49% of non-controlling interest	21,260
51% of equity interest	22,128
Other comprehensive income	3,101
Loss on disposal	25,229
Total purchase price	-

~~Note~~The ~~12.~~loss ~~Account~~on ~~Payable~~disposal $25,229 is occurred on the disposal during the year ended May 31, 2024.

Note 13. Income Taxes

United States

British Virgin Island

Hong Kong

From year of assessment of 2018/2019 onwards, Hong Kong profit tax rates are 8.25% on assessable profits up to HK$2,000,000 (approximately $289,855), and 16.5% on any part of assessable profits over HK$2,000,000. For the years ended May 31, 2022 and 2021, the Company did not have any assessable profits arising in or derived from Hong Kong, therefore no provision for Hong Kong profits tax was made in the year.

P.R.C China

The following table reconciles the PRC statutory rates to the Company’s effective tax rate for the three months ended August 31, 2024 and August 31, 2023, respectively:

	For the three months ended August 31, 2024			For the three months ended August 31, 2023
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, 2024 and August 31, 2023, respectively are as follows:

Schedule of Income Tax Expense

	August 31, 2024			August 31, 2023
	For the three months ended
	August 31, 2024			August 31, 2023
Current		(2,263	)		-
Deferred		-			-
Income tax expense/(income)		(2,263	)		-

Income tax income $2,263 included income tax refund $3,475 from previous year and tax expenses $1,212 for the period ended August 31, 2024.

Note 14. Accounts Payable

Accounts payable consists of the following:

Schedule of Accounts Payable

(unaudited)

(audited)

August 31, 2024

May 31, 2024

Increase/ (Decrease)

As of

February 29, 2024

May 31, 2023

Increase/ (Decrease)

August 31, 2024

May 31, 2024

Increase/ (Decrease)

(unaudited)

(audited)

Accounts Payable

8870,~~265~~507

~~302~~78,~~512~~545

(~~214~~8,~~247~~038

)

The account payable balance of $8870,~~265~~507 includes payable to vendors for motor oil and auto parts. ~~It was expected to be paid in the end of May 31, 2024.~~

Note 1315. ~~Advanced~~Advance Received~~, Accrued Expenses and Other Payable~~

~~Schedule~~Advance received consists of ~~Advanced~~the ~~Received, Accrued Expenses and Other Payable~~following:

	(unaudited)		(audited)
	As of
	February 29, 2024		May 31, 2023		Increase/ (Decrease)
	(unaudited)		(audited)
	$		$		$
Advanced Received		1,154,200		1,987,045		(832,845	)
Accrued Expenses		665,995		320,172		345,823
Deposit Received		61,196		64,698		(3,502	)
Other Payable		97,359		114,210		(16,851	)
Total		1,978,750		2,486,125		(507,375	)

Advanced received balance $1,154,200 consists of advances from customer for brand name management fees and providing of goods and services. Accrued expenses balance $665,995 consists of payroll related costs, consultancy fees, audit fees and VAT payable. Deposit received balance $61,196 is the warranty for usage of brand name. Other payable balance $97,359 consists of $83,449 is the provision for business dispute with a customer in the year 2020 and intention fund $13,910.

As of February 29, 2024 and May 31, 2023, the advanced received, accrued expenses and other payable balances are $1,978,750 and $2,486,125 respectively, as compared that is a decrease of $507,375. The decrement is mainly due to decrease in advance received $832,845, deposit received $3,502 and other payable 16,851, offset increase of accrued expenses $345,823.

Advanced Received

Schedule of Advance Received

Description

Amount ($)

Remark

August 31, 2024

May 31, 2024

Increase/ (Decrease)

Brand name management fees

790,433

Amortized brand name management fee as per contracts’ term and period.

As of

Sales of goods and services

363,767

Deliver the goods and services as requested by customers.

August 31, 2024

May 31, 2024

Increase/ (Decrease)

Total

1,154,200

(unaudited)

(audited)

Advance Received

617,570

607,617

9,953

~~Advanced~~Advance received balance $1617,~~154,200~~570 ~~include~~consists ~~advance~~of advances from customer for brand name management fees ~~from customers~~ $~~790~~236,~~433~~470 and ~~prepayment~~providing of goods and services ~~from~~ ~~customers~~ $~~363~~381,~~767~~100.

24As of August 31, 2024 and May 31, 2024, the advance received are $617,570 and $607,617 respectively, as compared that is an increase of $9,953. The increment is mainly due to increase in advanced received of brand name management fee $25,918 and offset decrease of goods and services $15,965.

Note 1416. ~~Related~~Accrued ~~Party~~Expenses, ~~Transaction~~Deposit Received and Other Payable

~~Schedule~~Accrued expenses, ofdeposit ~~Name~~received and other payable consist of ~~Related~~the ~~Party~~following:

~~Names~~ Schedule of ~~related~~Accrued ~~parties Relationship with the Company New Charles Technology Group Limited Controlled by Lixin Cai Lixin Cai CEO and Director Hangzhou Xieli Internet Technology Co.~~Expenses, ~~Ltd~~Deposit ~~Controlled~~Received ~~by Cuiyao Luo Cuiyao Luo CFO~~ and ~~major~~Other ~~shareholder Rudong Shi Director Shenzhen BaiWen Enterprise Management Consultancy Co., Ltd Controlled by major shareholders~~Payable

The Company had the following related party balances and transactions as of and for the nine months ended February 29, 2024 and the year ended May 31, 2023. All related parties are controlled by either the founder or the directors of the Company.

	August 31, 2024		May 31, 2024		Increase/ (Decrease)
	As of
	August 31, 2024		May 31, 2024		Increase/ (Decrease)
	(unaudited)		(audited)
	$		$		$
Accrued Expenses		464,220		531,071		(66,851	)
Deposit Received		66,291		66,989		(698	)
Other Payable		558,021		340,038		217,983
Total		1,088,532		938,098		150,434

~~Amounts~~Accrued ~~Due~~expenses ~~From~~balance ~~Related~~$464,220 ~~Parties~~ consists payroll related costs, legal fee, audit fee and VAT payable. Deposit received balance $66,291 is the warranty for usage of brand name. Other payable balance $558,021 includes the provision $84,626 for business dispute with a customer in the year 2020short term borrowing from third party $464,227 and $9,168 is the refundable intention fees.

As of August 31, 2024 and May 31, 2024, the accrued expenses, deposit received and other payable balances are $1,088,532 and $938,098 respectively, as compared that is an increase of $150,434. The increment is mainly due to increase in short term borrowing from third party $217,983, offset decrease in accrued expenses $66,851 for legal fee, audit fee and payroll related costs and deposit received $698.

Note 17. Related Party Transaction

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

Schedule of Related Party Transaction

		As of
	Relationship with the	February 29, 2024		May 31, 2023
	Company	(unaudited)		(audited)
		$		$
New Charles Technology Group Limited	Controlled by Lixin Cai		300		-
Hangzhou Xieli Internet Technology Co., Ltd	Controlled by Cuiyao Luo		60,083		-
Total			60,383		-

Amounts due from related parties

As of February 29, 2024, the Company paid expenses $300 on behalf of New Charles Technology Group Limited and advanced a short term loan $60,083 to Hangzhou Xielie Internet Technology Co., Limited to pay administrative expenses, which is unsecured, interest-free and repayable on demand.

		As of
	Relationship with the Company	August 31, 2024		May 31, 2024
		(unaudited)		(audited)
		$		$
New Charles Technology Group Limited	Controlled by Lixin Cai		300		300
Hangzhou Xieli Internet Technology Co., Ltd	Controlled by Cuiyao Luo		66,573		59,669
Total			66,873		59,969

As of August 31, 2024, the Company paid expenses $300 on behalf of New Charles Technology Group Limited and advanced a short term loan $66,573 to Hangzhou Xielie Internet Technology Co., Limited to pay administrative expenses, which is unsecured, interest-free and repayable on demand.

Amounts due to related parties

		As of
	Relationship with the	February 29, 2024		May 31, 2023
`	Relationship with the Company	August 31, 2024		May 31, 2024
	Company	(unaudited)		(audited)
		(unaudited)		(audited)
		$		$
Cuiyao Luo	CFO & ~~Director~~major shareholder		284,222		~~281~~284,~~134~~222
Rudong Shi	Director		9,~~597~~732		9,~~705~~530
Shenzhen BaiWen Enterprise Management Consultancy Co., Ltd	Controlled by Mao Wenbin and Niu Baiwan		-		11,252
Total			293,954		293,752
Total			293,819		302,091

As of ~~February~~August 2931, 2024, Cuiyao Luo advanced $284,222 and Rudong Shi ~~advance~~advanced $9,~~597~~732 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.

Note 1518. ~~Lease~~Operating ~~Right-Of-Use Asset and~~ Lease ~~Liabilities~~

The Company has operating leases for its office facilities and warehouse. Leases with an initial term of 12 months or less are not recorded on the balance sheet; the Company recognizes lease expense for these leases on a straight-line basis over the lease term.

The following table provides a summary of leases as of ~~February~~August 2931, 2024 and May 31, ~~2023~~2024:

Assets/liabilities	Classification	~~February~~August 2931, 2024 $		May 31, ~~2023~~2024 $
Assets
Operating lease right-of-use assets	Operating lease assets		9267,~~779~~876		3272,~~358~~178
Liabilities
Current
Operating lease liability - current	Current operating lease liabilities		6768,~~375~~058		2861,~~884~~640
Long-term
Operating lease liability – net of current portion	Long-term operating lease liabilities		~~25,250~~-		310,~~712~~809
Total lease liabilities			9268,~~625~~058		3272,~~596~~449

~~The operating lease expense for the three months ended February 29, 2024 and February 28, 2023 were as follows:~~26

The operating lease expense for the three months ended August 31, 2024 and 2023 were as follows:

Schedule of Operating Lease Expense

		Three Months Ended
Lease cost	Classification	~~February~~August 2931, 2024		~~February~~August 2831, 2023
		$		$
Operating lease cost	General and administrative Expenses		20,~~571~~491		1711,~~037~~483

Maturities of operating lease ~~obligation~~liabilities as ~~follow~~of August 31, 2024 were as follows:

Maturities of operating lease liabilities as of February 29, 2024 were as follows:

Maturity of Lease Liabilities	Operating Leases $	~~Operating Leases $~~
Remaining of 2024			70,185
Remaining of 2025		69,300
2025			25,566
2026		321
2026			-
2027		-
2027			-
Total lease payments		69,621
Thereafter			-
Less: interest		(1,563	)
Total lease payments			95,751
Present value of lease payments		68,058
Less: interest			(3,126	)
Present value of lease payments			92,625

Maturities of operating lease liabilities as of May 31, ~~2023~~2024, were as follows:

Maturity of Lease Liabilities	Operating Leases $	~~Operating Leases $~~
2024			29,659
Remaining of 2025		63,675
2025			3,766
2026		10,881
2026			-
2027		-
2027			-
Total lease payments		74,556
Thereafter			-
Less: interest		(2107	)
Total lease payments			33,425
Present value of lease payments		72,449
Less: interest			(829
Present value of lease payments			32,596

2527

Supplemental information related to operating leases was as follows:

Schedule of Supplemental Information

	Three Months Ended
	February 29, 2024			February 28, 2023
	August 31, 2024			August 31, 2023
	$			$
Cash paid for amounts included in the measurement of lease liabilities		19,~~546~~644			1711,~~105~~483
New operating lease assets obtained in exchange for operating lease liabilities		-14,075			11109,~~525~~943
Weighted average remaining lease term		10.1893 ~~years~~year			0.9686 year
Weighted average discount rate		4.75	%		4.75	%

~~For~~Amortization ~~the~~expense ~~three~~was ~~months ended February 29~~$19, ~~2024~~ 644 and ~~February 28~~$11,164 for ~~2023,~~ the ~~amortization~~three ofmonths ~~the~~ended ~~operating~~August ~~lease~~31, ~~right~~2024 ~~of use assets are $19,345~~ and ~~$16~~ 2023,~~348~~ respectively.

Note 1619. ~~Contingent~~Subsequent ~~Liabilities~~Event

AIIn ~~provision~~accordance ofwith ~~$83,449~~ASC ~~is provided~~855-10, ~~where~~ the Company has aanalyzed ~~business~~its ~~dispute~~operations ~~with~~subsequent ato ~~customer,~~the ~~and~~August ~~the~~31, ~~customer~~2024 ~~lodged~~to athe ~~police~~date ~~report~~these ~~but~~financial statements nowere ~~legal~~issued ~~action~~and ishas ~~taken~~determined ~~against us.~~that:

~~Note 17~~a) On September 1, 2024, the Company entered the subscription agreement with Zhongxin Lei to issue 160,000 shares at a price of $0.657 ~~Subsequent~~per ~~Event~~share with each share consisting of one share of the Company’s common stock, par value $0.001 per share. b) On September 1, 2024, the Company entered the subscription agreement with Shiguo Wang to issue 200,000 shares at a price of $0.675 per share with each share consisting of one share of the Company’s common stock, par value $0.001 per share. c) On September 2, 2024, the Company entered the subscription agreement with Shiguo Wang to issue 200,000 shares at a price of $0.648 per share with each share consisting of one share of the Company’s common stock, par value $0.001 per share.

InOther ~~accordance~~than ~~with~~the ~~ASC 855-10~~above, ~~the~~there ~~Company~~is ~~has~~no ~~analyzed~~other ~~its~~matter ~~operations~~or ~~subsequent~~circumstance toarisen ~~the~~since ~~February~~August 2931, 2024, towhich ~~the~~has ~~date~~significantly ~~these~~affected ~~financial~~the ~~statements~~operations ~~were~~of ~~issued~~the ~~and~~Company, ~~has~~the ~~determined~~results ~~that~~of itthose ~~does~~operations, ~~not~~or ~~have~~the ~~any~~state ~~material~~of ~~subsequent~~affairs ~~events~~of tothe ~~disclose~~Company in ~~these~~subsequent financial ~~statements~~years.

2628

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

Information included in this Quarterly Report on Form 10-Q (this “Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements are not statements of historical facts, but rather reflect our current expectations concerning future events and results. We generally use the words “believes,” “expects,” “intends,” “plans,” “anticipates,” “likely,” “will” and similar expressions to identify forward-looking statements. Such forward-looking statements, including those concerning our expectations, involve risks, uncertainties and other factors, some of which are beyond our control, which may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These risks, uncertainties and factors include, but are not limited to, those factors set forth in our Prospectus on Form S-1 for the period ended ~~February~~August 2831, ~~2024~~ 2024 and the condensed consolidated financial statements included in this Report. Except as required by applicable law, including the ~~securities~~ 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~~ evaluating the information presented in this Report.

Results of Operations

The following table sets forth a summary of our consolidated results of operations and comprehensive loss for the periods presented, both in absolute amount and as a percentage of our revenues for the periods presented. This information should be read together with our audited consolidated financial statements and related notes as well as unaudited interim consolidated financial statements and related notes included elsewhere in this Form 10-Q. The results of operations in any period are not necessarily indicative of our future trends.

	For The Three Months Ended						Quarter to Quarter Comparison
	For the Three Months Ended August 31,						Quarter to Quarter Comparison Increase/
	February 29, 2024			February 28, 2023			Increase/ (Decrease)
	2024			2023			(Decrease)
	$			$			$
	(unaudited)			(unaudited)
Revenue		~~390~~114,~~268~~382			~~191~~504,~~637~~517			~~198~~(390,~~631~~135	)
Cost of Revenue		(6319,~~528~~373	)		(42223,~~541~~930	)		~~(20~~204,~~987~~557	)
Gross Profit		~~326~~95,~~740~~009			~~149~~280,~~096~~587			~~177~~(185,~~644~~578	)
Other Income		48			6,243			(6,195	)
Other (Expense)/Income		(165	)		4,582			(4,747	)
Selling and Distribution Expenses		(7956,~~920~~129	)		(~~125~~156,~~193~~563	)		45100,~~273~~434
General and Administrative Expenses		(~~132~~82,~~964~~547	)		(~~165~~634,~~019~~930	)		32552,~~055~~383
Profit/(Loss) from Operation		113,904			(134,873	)		248,777
Loss from Operation		(43,832	)		(506,324	)		462,492
Interest Income		642			40115			24(113	)
Profit/(Loss) before Income Taxes		113,968			(134,833	)		248,801
Loss before Income Taxes		(43,830	)		(506,209	)		462,379
Income Taxes		(52,~~227~~263	)		~~(1,252~~-	)		(32,~~975~~263	)
Net Profit/(Loss) before Non-controlling Interest		108,741			(136,085	)		244,826
Net Loss before Non-controlling Interest		(41,567	)		(506,209	)		464,642
Non-controlling Interest		-			(83,~~975~~265	)		83,~~975~~265
Profit/(Loss) Attributable to Shareholders		108,741			(127,110	)		235,851
Loss Attributable to Shareholders		(41,567	)		(502,944	)		461,377

Revenues

For the three months period ended ~~February~~August 2931, 2024, we generated total revenue of $~~390~~114,~~268~~382 that included brand name administrative fee $~~301~~85,~~674~~018, exhaust gas cleaner, motor oil and auto parts $8729,~~653~~297 and others $~~941~~67.

	For The Three Months Ended
	For the Three Months Ended August 31,
	February 29, 2024		% of Net			February 28, 2023		% of Net			Change
	2024		% of Net			2023		% of Net			Change
	$		Sales			$		Sales			$
Administrative fee of brand name		~~301~~85,~~674~~018		7774.3	%		~~130~~183,~~431~~081		6836.13	%		~~171~~(98,~~243~~063	)
Exhaust gas cleaners, motor oil and auto parts		87,653		22.5	%		60,419		31.5	%		27,234
Exhaust gas cleaner, motor oil and auto parts		29,297		25.6	%		321,126		63.7	%		(291,829	)
Others		~~941~~67		0.21	%		~~787~~310		0.41	%		~~154~~(243	)
Total		~~390~~114,~~268~~382		100	%		~~191~~504,~~637~~517		100	%		~~198~~(390,~~631~~135	)

Total revenues for ~~the~~ three months ended ~~February~~August 2931, 2024 were $~~390~~114,~~268~~382 compared to $~~191~~504,~~637~~517 for the three months ended ~~February~~August 2831, 2023, which decreased ~~increased~~ by $~~198~~390,~~631,~~135. ~~mainly~~Due ~~due~~ to the ~~increase~~slow ofmarket activity, brand name administrative fee decreased by $~~171~~98,~~243,~~063 ~~sales~~and of exhaust gas ~~cleaners~~cleaner, motor oil, ~~and~~ auto parts ~~$27,234~~ and others decreased by $~~154~~292,072.

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

~~Sales of Exhaust Gas Cleaners, Motor Oil and Auto Parts~~29

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

Revenues related to sales of exhaust gas cleaner, motor oil and auto parts are recognized in the consolidated statements of operations and comprehensive income/(loss) at the time when the goods are delivered and the ownership transfer to the customers.

Administrative Fee of Brand Name

We earned the brand name administrative fees from our customers, who pay one-time fixed fee RMB100,000, RMB200,000 and RMB300,000 for one year, RMB90,000 for one to three years and RMB200,000 for one to five years for exchange of (1) the right to use the brand name “Chejiangling / Teenage Hero Car” and “ECXJ”, (2) the right to receive 10% of other new shops’ brand name permission fee, (3) the right to receive 5% of other new shops’ selling, and (4) the right to receive 20% of other new shops’ administrative fee. The fee is not be refundable.

Cost of Revenue

Cost of revenue consist primarily of costs associated with the purchase of goods. For three months ended ~~February~~August 2931, 2024 compared to three months ended ~~February~~August 2831, 2023 ~~as below:~~.

	For The Three Months Ended
	For the Three Months Ended August 31,
	February 29, 2024		February 28, 2023		Change
	2024		2023		Change
	$		$		$
Exhaust gas cleaners, motor oil and auto parts		63,147		41,762		21,385
Exhaust gas cleaner, motor oil and auto parts		18,708		223,549		(204,841	)
Others		~~381~~665		~~779~~381		~~(398~~284	)
Total		6319,~~528~~373		42223,~~541~~930		20(204,~~987~~557	)

Cost of revenue for the three months ended ~~February~~August 2931, 2024 were $6319,~~528~~373 compared to $42223,~~541~~930 ~~for~~as ~~the~~of ~~three months~~ ended ~~February~~August 2831, 2023, an ~~increase~~a decrement of $20204,~~987~~557. Due ~~is mainly due~~ to the ~~increase~~slow ofmarket ~~sales~~activity, of exhaust gas ~~cleaners~~cleaner, motor oil and auto parts decreased by $21204,~~385~~841 and offset ~~decrease~~ increase of others by $~~398~~284.

Gross Profit

Gross profit for the three months ended ~~February~~August 2931, 2024 were $~~326~~95,~~740~~009 compared to $~~149~~280,~~096~~587 ~~for~~as ~~the~~of ~~three~~August ~~months ended February 28~~31, 2023, an ~~increase~~a decrement of $~~177~~185,~~644~~578 is mainly due to the ~~increase~~decrease of revenue from brand name administrative fee ~~$171,243~~and sales of motor oil and auto parts.

Selling and Distribution Expenses

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

For three months ended ~~February~~August 2931, 2024 compared to three months ended ~~February~~August 2831, 2023 ~~are as below~~:

For The Three Months Ended

For The Three Months Ended August 31,

February 29, 2024

% of Net

February 28, 2023

% of Net

Change

2024

% of Net

2023

% of Net

Change

Sales

Selling and Distribution Expenses

7956,~~920~~129

2049.51

~~125~~156,~~193~~563

6531.30

(45100,~~273~~434

)

Sales and marketing expenses for the three months ended February 29, 2024 were $79,920 compared to $125,193 for the three months ended February 28, 2023, the decrement was mainly due to decrease in payroll costs $15,313 and sales commission $38,544.30

29Selling and Distribution expenses for the three months ended August 31, 2024 were $56,129 compared to $156,563 as of August 31, 2023, a decrease of $100,434 is due to decrease in promotion expenses $54,022, payroll costs $24,552, consultancy fee $10,176, travelling expenses $7,367, conference expenses $3,782, transportation costs $2,568, other expenses $66, offset increased in office expenses $1,042, sales commission $900 and entertainment expenses $157. The decrease in selling and distribution expenses is due to slow market activity.

General and Administrative Expenses

General and Administrative (G&A) expenses consist primarily of ~~salary,~~payroll ~~employee benefits~~costs, ~~amortization~~audit ~~of intangible assets~~fee, consultancy ~~fees~~ fee, rental fee and other related expenses.

For three months ended ~~February~~August 2931, 2024 compared to three months ended ~~February~~August 2831, 2023:

For The Three Months Ended

For the Three Months Ended August 31,

February 29, 2024

% of Net

February 28, 2023

% of Net

Change

2024

% of Net

2023

% of Net

Change

Sales

General and Administrative Expenses

~~132~~82,~~964~~547

3472.12

~~165~~634,~~019~~930

86125.18

(32552,~~055~~383

)

G&A expenses for the three months ended ~~February~~August 2931, 2024 were $~~132~~82,~~964~~547 compared to $~~165~~634,~~019~~930 ~~for~~as ~~the~~of ~~three~~August ~~months ended February 28~~31, 2023, a decrease of $32552,~~055~~383 was primarily due to the decrease of ~~payroll~~consultancy ~~costs~~fees $11460,~~411~~224, ~~and~~ amortization of intangible assets $1234,~~138~~771, ~~and~~payroll ~~travelling~~costs $21,737, office expenses $16,998, impairment of development costs $14,907, travelling expenses $6,~~795~~541, entertainment expenses $1,689 and others $1,056, offset increase in R&D expenses $3,165 and rental $2,375. The decrease in general and administrative expenses is due to slow market activity.

Taxation

We recorded a income tax refund of $52,~~227~~263 and $~~1,252~~0 in income tax expenses for the period ended ~~February~~August 2931, 2024 and ~~February~~August 2831, 2023, respectively.

The Company, incorporated in the PRC, was governed by the income tax law of the PRC, and is subject to PRC enterprise income tax (“EIT”), The EIT rate of PRC is 25%.

Generally, our PRC subsidiaries, VIEs and their subsidiaries are subject to enterprise income tax on their taxable income in China at a statutory rate of 25%. The enterprise income tax is calculated based on the entity’s global income as determined under PRC tax laws and accounting standards.

We are subject to value-added tax at a rate of 13% on sales of motor oil and auto parts and 6% on the services (brand name management services), in each case less any deductible value-added tax we have already paid or borne. We are also subject to surcharges on value-added tax payments in accordance with PRC law.

Net Profit/(Loss)

Net ~~profit~~loss $41,567 and $502,944 occurred for the three months ended ~~February~~August 2931, 2024 isand ~~$108,741 compared to net loss $136,085 as of February 28,~~ 2023, ~~an increase of profit $244~~respectively,~~826~~ is due to the factors discussed above.

LIQUIDITY AND CAPITAL RESOURCES

Since commencing operations, our primary uses of cash have been to finance working capital needs for have financed these requirements primarily from cash generated from operations and related party advances.

We are in start-up stage operations and have generated limited revenues. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.

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

30We 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.

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 contractual 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
	For the Three Months Ended August 31,						Quarter to Quarter Comparison
	February 29, 2024			February 28, 2023			Quarter to Quater Comparison
	2024			2023
	$			$			$
Cash Flows used in operating activities		(580,581	)		(944,948	)		364,367
Cash Flows provided by operating activities		75,876			100,463			(24,587	)
Cash Flows used in investing activities		(51,~~119~~588	)		(121,~~458,197~~600	)		120,~~453,078~~012
Cash Flows (used in)/provided by financing activities.		(57,182	)		1,662,685			(1,719,867	)
Cash Flows used in financing activities.		(5,540	)		(14,204	)		8,664
Effects on change in foreign exchange rate		~~1,519~~785			(2413,~~659~~225	)		2614,~~178~~010
Net Change in cash during period		~~(641~~69,~~363~~533	)		~~(765~~51,~~119~~434	)		~~123~~18,~~756~~099

Operating Activities

Cash flow ~~used~~provided inby operating activities for the ~~nine~~three months ended ~~February~~August 2931, 2024 and 2023 is $~~580~~75,~~581~~876 asand ~~compared to the amount of~~ $~~944~~100,~~948~~463 ~~used in operating activities for the nine months ended February 28~~respectively, ~~2023,~~ reflecting a andecrease ~~increase~~ of cash flow $~~364~~24,~~367~~587. The ~~increase~~decrease in net cash ~~flow~~provided by operating activities is mainly due to ~~increase~~decrease cash flow of ~~advanced~~advance received $428,134, ~~accrued~~prepayment, ~~liabilities~~deposit and other ~~payable~~receivable $~~642~~83,~~342~~464, ~~prepayment~~amortization of intangible assets $51,266, ~~deposit~~inventory $17,690, accrued liabilities and other ~~receivables~~ payable $~~253~~12,~~548~~199, ~~amortization~~operating oflease ~~intangible~~liabilities ~~assets~~ $449,~~245~~008, accounts receivable $872, and offset ~~decrease~~net incash ~~profit~~inflow of decrease net loss $82464,~~629~~642, accounts payable $~~261~~103,~~858~~255, ~~inventory~~amortization of right-use of assets $~~219~~8,~~839 and~~480, ~~impaired~~impairment of ~~goodwill~~intangible assets $91,~~133~~588 and depreciation $81.

Investing Activities

Cash flow used in investing activities is $51,~~119~~588 for the ~~nine~~three months ended ~~February~~August 2931, 2024, as compared to $121,~~458,197~~600 for the ~~nine~~three months ended August ~~February 28~~31, 2023, reflecting an increase of cash flow $120,~~453,078~~012. The increase ~~in cash flow~~ is due to ~~Mr.~~decrease ~~Lixin Cai increased the share capital~~ of HZinvestment ~~CXJ~~in todevelopment costs $114,~~410~~907,~~437~~ disposal ~~(or~~of ~~RMB10~~subsidiary,~~000,000)~~ bynet ~~capitalized~~ of ~~purchased~~cash ~~copyrights~~disposed in$2,804 ~~the~~and ~~period~~purchase ~~ended~~of ~~February~~property, 28plant and equipment $2, ~~2023~~301.

Financing Activities

Cash flow used in financing activities is $575,~~182~~540 for the ~~nine~~three months ended ~~February~~August 2931, 2024, compared to ~~cash~~provide ~~flow provided~~ by financing activities $114,~~662,685~~204 for the ~~nine~~three months ended ~~February~~August 2831, 2023, reflecting aan ~~decrease~~increase of $18,~~719,867~~664. The decrease in net cash ~~provided~~used byin financing activities ~~was~~ was mainly due to ~~proceeds from share issuance $1,603,114,~~ advance ~~from~~to ~~directors~~director $7213,~~045~~904 and offset advance to related party $445,~~708~~240.

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.

3132

COMMITMENTS AND CONTINGENCIES

Contractual Obligations

Our contractual obligations as of ~~February~~August 2931, 2024 are as follows:

Payments Due by period

Payments due by period

Operating leases

Total

Less than 1 year

1-3 ~~year~~years

More than 3-5 years

~~More than 5 years~~

Total

9568,~~751~~058

7068,~~185~~058

~~25,566~~-

~~Other~~A ~~than~~provision asof ~~shown~~$84,626 ~~above~~is provided, wewhere ~~did~~the ~~not~~Company ~~have~~has ~~any~~a ~~significant~~business ~~capital~~dispute ~~and~~with ~~other~~a ~~commitments~~customer, ~~long-term~~and ~~obligations~~the orcustomer ~~guarantees~~lodged asa ofpolice ~~February~~report but ~~29,~~no ~~2024~~legal action is taken against us.

Other than as shown above, we did not have any significant capital and other commitments, long-term obligations or guarantees as of August 31, 2024.

Off-Balance Sheet Commitments and Arrangements

We have not entered into any financial guarantees or other commitments to guarantee the payment obligations of any third parties. In addition, we have not entered into any derivative contracts that are indexed to our shares and classified as shareholder’s equity or that are not reflected in our consolidated financial statements.

ITEM 3 Quantitative and Qualitative Disclosures About Market Risk.

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

ITEM 4 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 ~~February~~May 2931, 2024. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, ~~as of the end of the period covered in this Report,~~ our disclosure controls and procedures were ~~ineffective~~effective ~~and no~~as ~~material~~of ~~weaknesses~~the inend ~~our~~of ~~internal~~the ~~control~~period ~~over~~covered ~~financial~~by ~~reporting~~this report.

Changes in Internal Control over Financial Reporting:

There were no changes in our internal control over financial reporting during our most recent quarter that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

3233

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

As of the date of this Quarterly Report, there have been no material changes with respect to those risk factors previously disclosed in our Registration Statement filed with the SEC. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations.

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

Not Applicable.

Item 3. Defaults Upon Senior Securities

Not Applicable.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

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

Item 6. Exhibits

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

3334

SIGNATURES

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

	CXJ Group Co., Ltd.
	(Name of Registrant)
Date: August 12, 2024
Date: November 27, 2024
	By:	/s/ Lixin Cai
	Title:	Chief Executive Officer and Director (Principal Executive Officer)
	By:	/s/ Cuiyao Luo
	Title:	Chief Financial Officer
Date: August 12, 2024
Date: November 27, 2024

3435

Filing Compare · CXJ GROUP CO., Ltd