UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

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

For the quarter ended March 31, 2025

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

For the transition period from to

Commission file number: 333-234358

Pony Group Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware		83-3532241
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Room 701, Junrong Building,

No. 109, Xiunan Street, Xinxiu Subdistrict,

Luohu District, Shenzhen, Guangdong Province

People’s Republic of China

(Address of principal executive offices)

+86 755 86665622

(Issuer’s telephone number)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		PNYG		None

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the 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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “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	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

As of May 13, 2025, there were 11,500,000 shares of common stock, par value $0.001 per share, issued and outstanding.

PONY GROUP INC.

FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2025

TABLE OF CONTENTS

		Page
Part I. Financial Information		1
Item 1. Financial Statements (Unaudited)		1
Condensed Consolidated Balance Sheets as of March 31, 2025 (Unaudited) and December 31, 2024		1
Condensed Consolidated Statements of Operations for the three months ended March 31, 2025 and 2024 (Unaudited)		2
Condensed Consolidated Statements of Changes in Stockholder’s Equity for the three months ended March 31, 2025 and 2024 (Unaudited)		3
Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and 2024 (Unaudited)		4
Notes to Unaudited Condensed Consolidated Financial Statements		5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		9
Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk		10
Item 4. Controls and Procedures		10
Part II. Other Information		11
Item 1. Legal Proceedings		11
Item 1A. Risk Factors		11
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		11
Item 3. Defaults Upon Senior Securities		11
Item 4. Mine Safety Disclosures		11
Item 5. Other Information		11
Item 6. Exhibits		11
Part III. Signatures		12

PART I - FINANCIAL INFORMATION

Item 1. Interim Financial Statements.

PONY GROUP INC., AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

	March 31, 2025			December 31, 2024
	(Unaudited)
Assets
Current assets
Cash and cash equivalents	$	7,640		$	10,952
Accounts receivable		5,879			5,880
Other receivables		289			297
Total current assets		13,808			17,129

Total assets	$	13,808		$	17,129

Liabilities and Stockholders’ Equity

Current liabilities
Accounts payable	$	6,941		$	-
Other payable-related parties		687,618			640,066
Other liabilities		71,413			52,439
Total current liabilities		765,972			692,505
Total liabilities		765,972			692,505

Stockholders’ Equity
Common stock, $0.001 par value, 70,000,000 shares authorized, 11,500,000 shares issued and outstanding as of March 31, 2025 and December 31, 2024		11,500			11,500
Additional paid-in capital		176,000			176,000
Accumulated other comprehensive income		(1,718	)		25,618
Accumulated deficit		(937,946	)		(888,494	)
Total stockholders’ equity		(752,164	)		(675,376	)
Total liabilities and stockholders’ equity	$	13,808		$	17,129

The accompanying notes are integral to these unaudited condensed consolidated financial statements.

PONY GROUP INC., AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	For The Three Months Ended March 31,
	2025			2024

Revenue	$	30,265		$	11,885

Cost of revenue		18,644			7,768

Gross profit		11,621			4,117

Operating expenses
General & administrative expenses		60,987			60,728
Total operating expenses		60,987			60,728

Loss from operation		(49,366	)		(56,611	)

Other (expense) income
Other (expense) income		(86	)		10
Total other (expense) income		(86	)		10

Loss before income taxes		(49,452	)		(56,601	)
Provision for income tax		-			-
Net Loss	$	(49,452	)	$	(56,601	)

Other Comprehensive Income (Loss)		(27,336	)		6,164
Comprehensive loss		(76,788	)		(50,437	)
Basic and diluted loss per share of common stock		(0.004	)		(0.005	)
Weighted average number of shares outstanding		11,500,000			11,500,000

The accompanying notes are integral to these unaudited condensed consolidated financial statements.

PONY GROUP INC., AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CHANGE IN STOCKHOLDERS’ EQUITY

(Unaudited)

For the Three Months Ended March 31, 2025

							Accumulated
							Other
					Additional		Comprehensive
	Common stock				Paid-In		Income			Accumulated
	Shares		Amount		Capital		(Loss)			Deficit			Total
Balance as of December 31, 2024		11,500,000	$	11,500	$	176,000	$	25,618		$	(888,494	)	$	(675,376	)

Cumulative Foreign currency translation adjustment		-		-		-		(27,336	)		-			(27,336	)

Net Loss		-		-		-		-			(49,452	)		(49,452	)

Balance as of March 31, 2025		11,500,000	$	11,500	$	176,000	$	(1,718	)	$	(937,946	)	$	(752,164	)

For the Three Months Ended March 31, 2024

							Accumulated
							Other
					Additional		Comprehensive
	Common stock				Paid-In		Income		Accumulated
	Shares		Amount		Capital		(Loss)		Deficit			Total
Balance as of December 31, 2023		11,500,000	$	11,500	$	176,000	$	18,790	$	(724,420	)	$	(518,130	)

Cumulative Foreign currency translation adjustment		-		-		-		6,164		-			6,164

Net Loss		-		-		-		-		(56,601	)		(56,601	)

Balance as of March 31, 2024		11,500,000	$	11,500	$	176,000	$	24,954	$	(781,021	)	$	(568,567	)

The accompanying notes are integral to these unaudited condensed consolidated financial statements.

PONY GROUP INC., AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Three Months Ended March 31,
	2025			2024

Cash flow from operating activities:
Net Loss	$	(49,452	)	$	(56,601	)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities:
Accounts receivable		1			3,837
Other receivable		8			(23	)
Accounts payable		6,941			-
Other liabilities		18,974			(4,959	)
Cash used in operating activities		(23,528	)		(57,746	)

Cash flow from financing activities:
Advance from related party		47,552			50,417
Cash provided by financing activities		47,552			50,417

Effects of currency translation on cash		(27,336	)		6,164

Net decrease in cash		(3,312	)		(1,165	)
Cash at beginning of the period		10,952			16,578
Cash at end of period	$	7,640		$	15,413

The accompanying notes are integral to these unaudited condensed consolidated financial statements.

PONY GROUP INC., AND SUBSIDIARIES

NOTES FOR THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - ORGANIZATION AND PRINCIPAL ACTIVITIES

Organization and Operations

PONY GROUP INC, (the “Company” or “PONY”) was incorporated on Jan 7, 2019 in the state of Delaware.

On March 7, 2019, the Company entered into and a stock purchase agreement with Wenxian Fan, the sole owner of PONY LIMOUSINE SERVICES LIMITED (“Pony HK”), a limited liability company formed under the laws of Hong Kong on April 28, 2016, to acquire 100% equity ownership of Pony HK. Pony HK provides cross border limousine services to its customers and dedicated to developing applications based on Wechat platform. As a result, Pony HK has become the Company’s wholly owned subsidiary.

On February 2, 2019, Universe Travel Culture & Technology Ltd. (“Universe Travel”) was incorporated as a wholly-owned PRC subsidiary of Pony HK.

NOTE 2 - Basis of presentation and summary of significant accounting policies

Basis of Accounting and Presentation - The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Use of Estimates - The preparation of the accompanying unaudited condensed financial statements in conformity with accounting principles generally accepted in the United States requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period.

Leases- On March 31, 2022, the Company adopted ASU 2016-02, Leases (Topic 842). For all leases that were entered into prior to the effective date of Topic 842, the Company elected to apply the package of practical expedients. Based on this guidance the Company did not reassess the following: (1) whether any expired or existing contracts are or contain leases; (2) the lease classification for any expired or existing leases; and (3) initial direct costs for any existing leases. The adoption of Topic 842 did not have a material impact on the Company’s consolidated statements of operations and comprehensive income (loss).

Principles of Consolidation-The accompanying unaudited condensed financial statements include the financial statements of PONY GROUP INC and its subsidiaries. All inter-company balances and transactions have been eliminated upon consolidation.

Company	Date of establishment	Place of establishment	Percentage of legal ownership by PONY			Principal activities
Subsidiaries:
Pony HK	April 28, 2016	Hong Kong, PRC		100	%	Car services

Universe Travel	February 2, 2019	Mainland, PRC		100	%	Car services and Technological development and operation service

Cash and Cash Equivalents – For purpose of the statements of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of 90 days or less to be cash equivalents. There is no cash equivalent as of March 31, 2025 and December 31, 2024.

Accounts Receivable – The customers are required to make payments when they book the services, otherwise, the services will not be arranged. Sometimes, the Company extends credit to its group clients.

As of March 31, 2025 and December 31, 2024, account receivables were $5,879 and $5,880, respectively. The Company considers accounts receivable to be fully collectible and determined that an allowance for doubtful accounts was not necessary.

The Company had four major customers for the three months ended March 31, 2025: XAARPLC (Shenzhen) Technology., Ltd accounted for 13.92% of the total revenue and three individuals accounted for 72.2% of the total revenue.

The Company had one major customer for the three months ended March 31, 2024: XAARPLC (Shenzhen) Technology., Ltd with 29.57% of the total revenue.

The Company determines the adequacy of reserves for doubtful accounts based on individual account analysis and historical collections. The Company establishes a provision for doubtful receivables when there is objective evidence that the Company may not be able to collect amounts due. The allowance is based on management’s best estimates of specific losses on individual exposures, as well as a provision on historical trends of collections. The provision is recorded against accounts receivable balances, with a corresponding charge recorded in the consolidated statements of operations and comprehensive income (loss). Actual amounts received may differ from management’s estimate of credit worthiness and the economic environment. Delinquent account balances are written-off against the allowance for doubtful accounts after management has determined that the likelihood of collection is not probable.

Revenue Recognition – The Company recognizes revenue in accordance with ASC 606. The core principle of ASC606 is to recognize revenue when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. ASC 606 defines a five-step process to achieve this core principle, which includes: (1) identifying contracts with customers, (2) identifying performance obligations within those contracts, (3) determining the transaction price, (4) allocating the transaction price to the performance obligation in the contract, which may include an estimate of variable consideration, and (5) recognizing revenue when or as each performance obligation is satisfied. Our sales arrangements generally ask customers to pay in advance before any services can be arranged. The company recognizes revenue when each performance obligation is satisfied. Documents and terms and the completion of any customer acceptance requirements, when applicable, are used to verify services rendered. The Company has no returns or sales discounts and allowances because services rendered and accepted by customers are normally not returnable.

Car service

The Company currently provides car services to individual and group travelers. It currently offers carpooling, airport pick-up and drop-off, and personal driver services for travelers between Guangdong Province and Hong Kong. It collaborates with car fleet companies and charges a service fee by matching the traveler and the driver. Redefining the user experience, the Company aims to provide its users with comprehensive and convenient service offerings and to become a one-stop travel booking resource for travelers. When the traveler selects and initiates a car service request, an estimated service fee is displayed and the traveler can further decide whether to place the service request or not. Once the traveler places the ride service request and the Company accepts the service request, a car service agreement is entered into between the traveler and the Company. Upon completion of the car services, the Company recognizes ride hailing services revenues on a gross basis.

Technological development and operation service

Revenues from technological development service, including information technology system design and cloud platform development, are recognized monthly by a fixed amount based on the contract.

From time to time, the Company enters into arrangements to provide technological support and maintenance service applications to its customers. The Company’s efforts are expended evenly throughout the service period. The revenues for the technological support and maintenance services are recognized over the support and maintenance services period, usually from 3 months to one year. The Company’s contracts have a single performance obligation and are primarily on a fixed-price basis. There were no significant returns, refund and other similar obligations during each reporting period.

Cost of revenue – For car services, cost of revenue, which is directly related to revenue generating transactions, primarily consists of driver earnings and driver incentives. For technological development and operation service, cost of revenue includes the salaries of the development department and the service fee paid to third party.

Income Taxes – Income tax expense represents current tax expense. The income tax payable represents the amounts expected to be paid to the taxation authority. Hong Kong profits tax has been provided at the rate of 16.5% on the estimated assessable profit for the period.

Value added tax (“VAT”) – Sales revenue derived from the invoiced car service and technological development and operation service is subject to VAT. Prior to that, due to the fact that Universe Travel was a small and micro enterprise, the Company was subject to a fixed rate of business tax of 3%.

Foreign Currency Translation – Pony HK’s functional currency is the Hong Kong Dollar (HK$) and Universe Travel’s functional currency is the Renminbi (RMB). The reporting currency is that of the US Dollar. Assets, liabilities and equity amounts are translated at the exchange rates as of the balance sheet date. Income and expenditures are translated at the average exchange rate of the year.

The exchange rates used to translate amounts in HK$ and RMB into USD for the purposes of preparing the financial statements were as follows:

March 31, 2025
Balance sheet	HK$7.78 to US $1.00	RMB 7.26 to US $1.00
Statement of operation and other comprehensive income	HK$7.78 to US $1.00	RMB 7.27 to US $1.00
December 31, 2024
Balance sheet	HK$7.77 to US $1.00	RMB 7.30 to US $1.00
March 31, 2024
Statement of operation and other comprehensive income	HK$7.82 to US $1.00	RMB 7.19 to US $1.00

Recent accounting pronouncements

The Company does not believe that any recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the unaudited condensed financial position, statements of operations and cash flows.

NOTE 3 - GOING CONCERN

The Company had net loss of $49,452 and $56,601 during the three months ended March 31, 2025 and 2024, respectively.

The Company has accumulated deficit of $937,946 and working capital deficit of $752,164 as of March 31, 2025. The Company’s continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations and/or obtain additional financing, as may be required.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern; however, the above condition raises substantial doubt about the Company’s ability to do so. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plans to obtain such resources for the Company include (1) obtaining capital from the sale of its equity securities, (2) sales of the Company’s products, (3) short-term and long-term borrowings from banks, and (4) short-term borrowings from stockholders or other related party (ies) when needed. However, management cannot provide any assurance that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually to secure other sources of financing and attain profitable operations.

NOTE 4 - RELATED PARTY TRANSACTIONS

Wenxian Fan is the founder of our Company and has been serving as our Chairman of the Board of Directors, Chief Executive Officer and Chief Financial Officer since its inception. Wenxian Fan loaned working capital to Pony HK and Universe Travel with no interest and paid on behalf of the company for certain subcontracted services and employee salaries.

The Company has the following payables to Ms. Wenxian Fan:

	March 31, 2025		December 31, 2024
To Wenxian Fan	$	687,618	$	640,066
Total due to related parties	$	687,618	$	640,066

NOTE 5 - MAJOR SUPPLIERS AND CUSTOMERS

The Company purchased majority of its subcontracted services from one major supplier: Yahong Business Limited with 91.00% of the total cost for the three months ended March 31, 2025.

The Company purchased majority of its subcontracted services from four major suppliers: Shenzhen Yuegang Liantong Car Service., Ltd, Shenzhen Zhuoyue Car Service., Ltd, Shenzhen Wanjin Yuegang Car Service., Ltd, and Tongtai Car Service., Ltd, representing 35.01%, 24.89%, 24.27% and 10.74% of the total cost, respectively for the three months ended March 31, 2024.

The Company had one major customer for the three months ended March 31, 2024: XAARPLC (Shenzhen) Technology., Ltd which accounted for 29.57% of the total revenue.

NOTE 6 - COMMON STOCK

As of March 31, 2025 and December 31, 2024, there were 11,500,000 shares of common stock, par value $0.001 per share, of the registrant issued and outstanding.

NOTE 7 - COMMITMENTS AND CONTINGENCIES

Legal proceedings

From time to time, we may in the future become a party to various legal or administrative proceedings arising in the ordinary course of our business, including actions with respect to intellectual property infringement, violation of third-party licenses or other rights, breach of contract and labor and employment claims. We are currently not a party to, and we are not aware of any threat of, any legal or administrative proceedings that, in the opinion of our management, are likely to have any material and adverse effect on our business, financial condition, cash-flow or results of operations.

NOTE 8 - SUBSEQUENT EVENTS

Management has evaluated subsequent events through May 13, 2025, the date which the financial statements were available to be issued. All subsequent events requiring recognition as of March 31, 2025 have been incorporated into these financial statements and there are no subsequent events that require disclosure in accordance with FASB ASC Topic 855, “Subsequent Events.”

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

The following discussion and analysis of our results of operations and financial condition should be read together with our consolidated financial statements and the notes thereto and other financial information, which are included elsewhere in this Report. Our financial statements have been prepared in accordance with U.S. GAAP. In addition, our financial statements and the financial information included in this Report reflect our organizational transactions and have been prepared as if our current corporate structure had been in place throughout the relevant periods.

Overview

We were incorporated in the State of Delaware on January 7, 2019. We are a travel service provider. We currently provide car services to individual and group travelers. We currently offer carpooling, airport pick-up and drop-off, and personal driver services for travelers between Guangdong Province and Hong Kong. We collaborate with car fleet companies and charge a service fee by matching the traveler and the driver. We officially launched our online service through our “Let’s Go” mobile application in December 2019 to provide multi-language services to international travelers coming to visit China. Redefining the user experience, we aim to provide our users with comprehensive and convenient service offerings and become a one-stop travel booking resource for travelers. While network scale is important, we recognize that transportation happens locally. We currently operate in two markets – Guangdong Province and Hong Kong and plan to expand our offering in more oversea markets.

Plan of Operations

In January 2019, we started our Research and Development (“R&D”) project mobile Let’s Go App (“App”) designed to have multi-language interface to attract users from around the world, focusing on providing one-stop travel services to foreigners traveling in China, for both leisure and business.

In April 2019, we rolled out basic version which supports carpooling, car rental, airport pick-up and/or drop-off, etc., ready for download at Apple App store; the basic version has an interface in Chinese language only. In May 2019, we rolled out the second version which has an enhanced interface in both Chinese and English language which supports payment through PayPal. By the end of 2019, we rolled out third version of the App which has multi-language interface to attract users from all-over the world. In January 2020, we officially launched the App.

We intend to attract users from outside of China to use our App and expand our offerings on the App to serve as a one-stop shop to book tickets, reserve hotels, rent a car and hire English speaking drivers.

Our goal is to grow to an international player in the travel service market. To accomplish such goal, we will cooperate with other businesses which have capital, marketing and technology resources or products. We expect to recruit more workforce and talents, and develop new technologies and products.

Results of Operations

For the three months ended March 31, 2025 compared to March 31, 2024

Revenue

For the three months ended March 31, 2025 and 2024, revenues were $30,265 and $11,885, respectively, with an increase of $18,380 over the same period in 2024. The increase in revenue was mainly due to an increase in demand of the Company’s monthly car rental services in the first three months ended March 31, 2025 as compared to the same quarter ended March, 31 2024.

Cost of Revenue

Cost of Revenue for the three months ended March 31, 2025 and 2024 were $18,644 and $7,768, respectively, with an increase of $10,876 over the same period in 2024. The increase was mainly due to an increase of revenue, thus the cost of revenue also increased accordingly.

Gross Profit

Gross profits were $11,621 and $4,117 for the three months ended March 31, 2025 and 2024, respectively. The gross profit margin as a percentage of sales were 38.4% and 34.6% for the three months ended March 31, 2025 and 2024, respectively. For the three months ended March 31, 2025, our revenue was mostly generated from monthly car rental service which has a higher gross profit margin than car rental service, which resulted in higher gross profit as compared to the quarter ended March 31, 2024.

Operating Expenses

Operating expenses for the three months ended March 31, 2025 and 2024 were $60,987 and $60,728, respectively. Operating expenses did not change significantly during the first three months of 2025 and 2024.

Other (Expense)Income

Other income consists of interest income and exchange gain (loss) for the three months ended March 31, 2025 and 2024, the net other expense was $86 compared to net other income $10 for the same period last year. This was mainly due to the change of exchange rate and the increase of average cash balances.

Liquidity and Capital Resources

We have suffered recurring losses from operations and have an accumulated deficit of $937,946 as of March 31, 2025. We had a cash balance of $7,640 and negative working capital of $752,164 as of March 31, 2025. We have incurred losses of $49,452 for the three months ended March 31, 2025. Our financial statements have been prepared assuming we will continue as a going concern; however, the above condition raises substantial doubt about our ability to do so. We have not continually generated significant gross profits. Unless our operations generate a significant increase in gross profit and cash flows from operating activities, our continued operations will depend on whether we are able to raise additional funds through various sources, such as equity and debt financing, other collaborative agreements and/or strategic alliances. Our management is actively engaged in seeking additional capital to fund our operations in the short to medium term. Such additional funds may not become available on acceptable terms and there can be no assurance that any additional funding that we do obtain will be sufficient to meet our needs in the long term.

Net cash used in operating activities for the three months ended March 31, 2025, amounted to $23,528, compared to $57,746 net cash used in operating activities for the three months ended March 31, 2024.

Net cash provided by financing activities for the three months ended March 31, 2025, amounted to $47,552, compared to net cash provided by financing activities of $50,417 in the same period of 2024. The net cash provided by financing activities were from shareholders who paid certain expenses on behalf of the Company.

Going Concern

The accompanying consolidated financial statements have been prepared assuming we will continue as a going concern; however, the above condition raises substantial doubt about our ability to do so. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result should we be unable to continue as a going concern.

In order to continue as a going concern, we will need, among other things, additional capital resources. Management’s plans to obtain such resources include (1) obtaining capital from the sale of its equity securities, (2) sales of the Company’s services, (3) short-term and long-term borrowings from banks, and (4) short-term borrowings from stockholders or other related party (ies) when needed. However, management cannot provide any assurance that we will be successful in accomplishing any of its plans. The ability of us to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually to secure other sources of financing and attain profitable operations.

Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. We continually evaluate our estimates, including those related to bad debts, the useful life of property and equipment and intangible assets, and the valuation of equity transactions. We base our estimates on historical experience and on various other assumptions that we believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Any future changes to these estimates and assumptions could cause a material change to our reported amounts of revenues, expenses, assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions.

See Note 1 to our unaudited condensed consolidated financial statements for a discussion of our significant accounting policies.

Off-Balance Sheet Arrangements

As of March 31, 2025, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

As a smaller reporting company, we are not required to make disclosures under this item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation and supervision of our Chief Executive Officer and our Chief Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial and accounting officer have concluded that as of March 31, 2025, our disclosure controls and procedures were not effective due to the material weaknesses in our internal control over financial reporting, which are described below.

The matters involving internal controls and procedures that the Company’s management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee and lack of a majority of outside directors on the Company’s board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; (3) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (4) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by the Company’s Chief Executive Officer in connection with the review of our financial statements as of March 31, 2025 and communicated the matters to our management.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting during the year ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors

There have been no material changes in our risk factors from those disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

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

Not applicable

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures

Not applicable

Item 5. Other Information.

Not applicable

Item 6. Exhibits

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

No.		Description of Exhibit
31.1*		Certification of Principal Executive Officer and 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 and 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 (formatted as Inline XBRL and contained in Exhibit 101).

*	Filed herewith.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

	PONY GROUP INC.

Date: May 13, 2025	By:	/s/ Wenxian Fan
	Name:	Wenxian Fan
	Title:	Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer)

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Pony Group Inc. 10-Q