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 ~~August~~February 3128, ~~2025~~2026

☐ 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 ~~October~~April 138, ~~2025~~2026
Common Stock, $0.001 par value		102,270,517

CXJ GROUP CO LIMITED.

TABLE OF CONTENTS

		Page
PART I	FINANCIAL INFORMATION	3
ITEM 1.	Financial Statements:	3
	Condensed Consolidated Balance Sheets as of August 31, 2025 (unaudited) and May 31, 2025 (audited)	4
	Condensed Consolidated Balance Sheets as of February 28, 2026 (unaudited) and May 31, 2025 (audited)	4
	Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three Months Ended August 31, 2025 and 2024 (unaudited)	5
	Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three Months and Nine Months Ended February 28, 2026 and 2025 (unaudited)	5
	Condensed Consolidated Statement of Changes in Stockholders’ Equity for the Three Months Ended August 31, 2025 and 2024 (unaudited)	6
	Condensed Consolidated Statement of Changes in Stockholders’ Equity for the Three Months Ended and Nine Months February 28, 2026 and 2025 (unaudited)	6
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended August 31, 2025 and 2024 (unaudited)	7
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended February 28, 2026 and 2025 (unaudited)	7
	Notes to Condensed Consolidated Financial Statements	8-40
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	41
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	45
ITEM 4.	Controls and Procedures	46
PART II	OTHER INFORMATION	4647
ITEM 1.	Legal Proceedings	4647
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4647
ITEM 3.	Defaults Upon Senior Securities	4647
ITEM 4.	Mine Safety Disclosures	4647
ITEM 5.	Other Information	47
ITEM 6.	Exhibits	47
Signatures		48

SPECIAL NOTE REGARDING FORWARD—LOOKING STATEMENTS

Statements made in this Form 10-Q that are not historical or current facts are “forward-looking statements” made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the “Act”) and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as “may”, “will”, “expect”, “believe”, “anticipate”, “estimate”, “approximate” or “continue”, or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management’s best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

Financial information contained in this quarterly report and in our unaudited interim financial statements is stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.

USE OF CERTAIN DEFINED TERMS

Unless the context otherwise requires and for the purpose of this report only, reference to:

●	“China” and “the PRC” are to the People’s Republic of China.

●	“Company”, “ECXJ”, “we”, “us” and “our” are to CXJ Group Co., Limited, a Nevada corporation.

●	“BVI CXJ” are to CXJ Investment Group Company Ltd. a British Virgin Islands company and wholly owned subsidiary of CXJ Group Co., Limited (“ECXJ”), and a holding company.

●	“HK CXJ” are to CXJ (HK) Technology Group Company Ltd., a Hong Kong company and wholly owned subsidiary of CXJ Investment Group Company Ltd (“BVI CXJ”), and a holding company.

●	“WFOE” are to CXJ (Shenzhen) Technology Co., Ltd or “SZ CXJ”, a PRC company and wholly owned subsidiary of CXJ (HK) Technology Group Company Ltd (“HK CXJ”), and a holding company.

●	“Consolidated VIE” are to CXJ Technology (Hangzhou) Co., Ltd or “HZ CXJ” and its subsidiaries, a PRC company and a variable interest entity.

●	“Longkou CXJ” are to Longkou Xianganfu Trading Co., Ltd, a PRC company and wholly owned subsidiary of CXJ (Shenzhen) Technology Co., Ltd (“SZ CXJ”).

●	“Qingdao CX” are to Qingdao Hong Run Kuo Ye Network Technology Co., Ltd, a PRC company and wholly owned subsidiary of CXJ Technology (Hangzhou) Co., Ltd (“HZ CXJ”), which is not conducted any operations.

●	“Exchange Act” are to the Securities Exchange Act of 1934, as amended.

●	“SEC” are to the U.S. Securities and Exchange Commission.

●	“US dollars”, “dollars” and “$” are to the legal currency of the United States.

●	“Renminbi” and “RMB” are to the legal currency of China.

●	“SAFE” are to the State Administration of Foreign Exchange of the People’s Republic of China.
●	“VIE Agreements” are to the agreement entered into by and between CXJ (Shenzhen) Technology Co., Limited (“SZ CXJ”) and CXJ Technology (Hangzhou) Co., Ltd (“HZ CXJ”) to qualify HZ CXJ as a variable interest entity, specially, the Consulting Service Agreement, the Business Operation Agreement, the Proxy Agreement, the Equity Disposal Agreement, and the Equity Pledge Agreement.

●	“Ordinary shares” are to our Class A ordinary share, par value $0.001 per share.

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 ~~August~~FEBRUARY 3128, ~~2025~~2026 and May 31, 2025

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

	August 31, 2025			May 31, 2025
	February 28, 2026			May 31, 2025
	Unaudited			Audited
	$			$
ASSETS
CURRENT ASSETS
Cash and cash equivalents		49144,~~246~~747			10,037
Accounts receivables		23,~~997~~114			2,972
Prepayments		4212,~~321~~869			37,520
Deposits and other receivables		9183,~~277~~305			82,012
Due from related parties		83103,~~162~~625			82,471
Inventories		6166,~~926~~197			69,291
Total Current Assets		~~330~~413,~~929~~857			284,303
NON-CURRENT ASSETS
Property and equipment, net		21,~~265~~748			2,797
Intangible assets, net		-			-
Operating lease right-of-use assets		32,629			13,075
Goodwill		-			-
Total Non-current Assets		34,377			15,872
Operating lease right-of-use assets		11,766			13,075
TOTAL ASSETS		448,234			300,175
Total Non-current Assets		14,031			15,872
TOTAL ASSETS		344,960			300,175
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payables		6460,~~173~~931			68,524
Advanced received		~~672~~1,~~733~~097,429			595,108
Accrued expenses and other payables		~~831~~711,~~653~~941			808,784
Due to related party		~~373~~390,~~188~~149			369,259
Operating lease liabilities, net of current portion		1217,~~275~~410			13,611
Total Current Liabilities		12,~~954~~277,~~022~~860			1,855,286
NON-CURRENT LIABILITIES
Operating lease liabilities, non-current portion		-15,938			-
TOTAL LIABILITIES		12,~~954~~293,~~022~~798			1,855,286
STOCKHOLDERS’ EQUITY
Common stock, $0.001 par value, 490,000,000 and 490,000,000 shares authorized, 102,270,517 and 102,270,517 shares issued and outstanding as of August 31,2025 and May 31, 2025 respectively		102,271			102,271
Common stock, $0.001 par value, 490,000,000 and 490,000,000 shares authorized, 102,270,517 and 102,270,517 shares issued and outstanding as of February 28, 2026 and May 31, 2025 respectively		102,271			102,271
Additional paid-in capital		5,958,556			5,958,556
Accumulated other comprehensive income		24(14,~~392~~598	)		31,567
Accumulated deficit		(7,~~694~~891,~~281~~793	)		(7,647,505	)
Total CXJ Group Stockholders’ Equity		(1,~~609~~845,~~062~~564	)		(1,555,111	)
Non-controlling interest		-			-
TOTAL STOCKHOLDERS’ EQUITY		(1,~~609~~845,~~062~~564	)		(1,555,111	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		~~344~~448,~~960~~234			300,175

CXJ ~~GROUP~~ CO., LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND

COMPREHENSIVE LOSS

FOR THE THREE MONTHS AND NINE MONTHS ENDED ~~AUGUST~~FEBRUARY 3128, ~~2025~~2026

and ~~2024~~2025

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

	For The Three Months Ended
	2026			2025			2026			2025
	August 31, 2025			August 31, 2024
	For The Three Months Ended February 28,						For The Nine Months Ended February 28,
	Unaudited			Unaudited
	2026			2025			2026			2025
	$			$
	Unaudited			Unaudited			Unaudited			Unaudited
Revenue		91,005			114,382
	$			$			$			$
Cost of revenue		(16,044	)		(19,373	)
Revenue		145,267			64,541			301,674			279,798
Gross profit		74,961			95,009
Cost of revenue		(75,124	)		(2,443	)		(121,067	)		(57,249	)
Selling and distribution expenses		(43,066	)		(56,129	)
Gross profit		70,143			62,098			180,607			222,549
General and administrative expenses		(78,559	)		(82,547	)
Selling and distribution expenses		(94,459	)		(46,766	)		(192,482	)		(151,519	)
Loss from operations		(46,664	)		(43,667	)
General and administrative expenses		(74,900	)		(79,983	)		(232,240	)		(286,100	)
Interest income		2			2
Loss from operations		(99,216	)		(64,651	)		(244,115	)		(215,070	)
Other expenses		(114	)		(165	)
Interest income		2			2			5			7
Loss before income tax		(46,776	)		(43,830	)
Other income/(expenses)		-			11			(178	)		(81	)
Income tax credit		-			2,263
Loss before income tax		(99,214	)		(64,638	)		(244,288	)		(215,144	)
Loss attributable to shareholders		(46,776	)		(41,567	)
Income tax		-			-			-			(34,754	)
Other comprehensive loss:
Loss attributable to shareholders		(99,214	)		(64,638	)		(244,288	)		(249,898	)
- Foreign exchange adjustment loss		(7,175	)		(15,446	)
Other comprehensive income/(loss):
Comprehensive loss		(53,951	)		(57,013	)
- Foreign exchange adjustment (loss)/income		(32,385	)		4,347			(46,165	)		5,397
Net loss per share - Basic and diluted		(0.00	)		(0.00	)
Comprehensive loss		(131,599	)		(60,291	)		(290,453	)		(244,501	)
Weighted average number of common shares outstanding – Basic and diluted		102,269,969			101,710,517
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		102,270,517			101,987,668			102,270,517			101,987,668

CXJ GROUP CO., LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

FOR THE THREE MONTHS AND NINE MONTHS ENDED ~~AUGUST~~FEBRUARY 3128, ~~2025~~2026 AND ~~2024~~2025

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

(Unaudited)

For ~~the~~The ~~three~~Three ~~months~~Months ~~ended~~Ended ~~August~~February 3128, ~~2025~~2026

	Number of Shares		Amount		Paid-In Capital		Comprehensive Income			Accumulated Deficit			Stockholders’ Equity
	Common Stock				Additional		Accumulated Other						Total
	Number of Shares		Amount		Paid-In Capital		Comprehensive Income			Accumulated Deficit			Stockholders’ Equity
			$		$		$			$			$
Balance as of May 31, 2025		102,270,517		102,271		5,958,556		31,567			(7,647,505	)		(1,555,111	)
Balance as of November 30, 2025		102,270,517		102,271		5,958,556		17,787			(7,792,579	)		(1,713,965	)
Foreign Exchange Adjustment Loss		-		-		-		(732,~~175~~385	)		-			(732,~~175~~385	)
Net Loss		-		-		-		-			(4699,~~776~~214	)		(4699,~~776~~214	)
Balance as of August 31, 2025		102,270,517		102,271		5,958,556		24,392			(7,694,281	)		(1,609,062	)
Balance as of February 28, 2026		102,270,517		102,271		5,958,556		(14,598	)		(7,891,793	)		(1,845,564	)

For ~~the~~The ~~three~~Three ~~months~~Months ~~ended~~Ended ~~August~~February 3128, ~~2024~~2025

	Number of Shares		Amount		Paid-In Capital		Comprehensive Income			Accumulated Deficit			Stockholders’ Equity
	Common Stock				Additional		Accumulated Other						Total
	Number of Shares		Amount		Paid-In Capital		Comprehensive Income			Accumulated Deficit			Stockholders’ Equity
			$		$		$			$			$
Balance as of May 31, 2024		101,710,517		101,711		5,589,388		36,925			(5,363,480	)		364,544
Balance as of November 30, 2024		102,270,517		102,271		5,958,556		37,975			(5,548,740	)		550,062
Balance		101,710,517		101,711		5,589,388		36,925			(5,363,480	)		364,544
Common Stock Issued		-		-		-		-			-			-
Foreign Exchange Adjustment Loss		-		-				(15,446	)		-			(15,446	)
Accumulated Other Comprehensive Income		-		-		-		4,347			-			4,347
Net Loss		-		-		-		-			(4164,~~567~~638	)		(4164,~~567~~638	)
Balance as of August 31, 2024		101,710,517		101,711		5,589,388		21,479			(5,405,047	)		307,531
Balance as of Februay 28, 2025		102,270,517		102,271		5,958,556		42,322			(5,613,378	)		489,771
Balance		101,710,517		101,711		5,589,388		21,479			(5,405,047	)		307,531

For The Nine Months Ended February 28, 2026

	Number of Shares		Amount		Paid-In Capital		Comprehensive Income			Accumulated Deficit			Stockholders’ Equity
	Common Stock				Additional		Accumulated Other						Total
	Number of Shares		Amount		Paid-In Capital		Comprehensive Income			Accumulated Deficit			Stockholders’ Equity
			$		$		$			$			$
Balance as of May 31, 2025		102,270,517		102,271		5,958,556		31,567			(7,647,505	)		(1,555,111	)
Foreign Exchange Adjustment Loss		-		-		-		(46,165	)		-			(46,165	)
Net Loss		-		-		-		-			(244,288	)		(244,288	)
Balance as of February 28, 2026		102,270,517		102,271		5,958,556		(14,598	)		(7,891,793	)		(1,845,564	)

For The Nine Months Ended February 28, 2025

	Number of Shares		Amount		Paid-In Capital		Comprehensive Income		Accumulated Deficit			Stockholders’ Equity
	Common Stock				Additional		Accumulated Other					Total
	Number of Shares		Amount		Paid-In Capital		Comprehensive Income		Accumulated Deficit			Stockholders’ Equity
			$		$		$		$			$
Balance as of May 31, 2024		101,710,517		101,711		5,589,388		36,925		(5,363,480	)		364,544
Balance		101,710,517		101,711		5,589,388		36,925		(5,363,480	)		364,544
Common Stock Issued		560,000		560		369,168		-		-			369,728
Accumulated Other Comprehensive Income		-		-		-		5,397		-			5,397
Net Loss		-		-		-		-		(249,898	)		(249,898	)
Balance as of February 28, 2025		102,270,517		102,271		5,958,556		42,322		(5,613,378	)		489,771
Balance		102,270,517		102,271		5,958,556		42,322		(5,613,378	)		489,771

CXJ GROUP CO., LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE ~~THREE~~NINE MONTHS ENDED ~~AUGUST~~FEBRUARY 3128, ~~2025~~2026 and ~~2024~~2025

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

(Unaudited)

	For The Three Months Ended
	2026			2025
	August 31, 2025			August 31, 2024
	For The Nine Months Ended February 28,
	2026			2025
	$			$
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss		(46244,~~776~~288	)		(41249,~~567~~898	)
Adjustments to reconcile net loss to net cash provided by operating activities
Depreciation and amortization		~~552~~1,142			~~569~~1,643
Amortization of right-of-use assets		1548,~~338~~019			1956,~~644~~829
Impairment of intangible assets		-			13,~~588~~180
Income tax refund		-			3,475
Changes in operating assets and liabilities:
Accounts receivables		-			(21,~~267~~209	)
Prepayments, deposits and other receivables		(12,969	)		(1,499	)
Prepayments		26,001			9,312
Inventories		7,893			(10,719	)
Deposits and other receivables		2,607			1,573
Accounts payable		(4,892	)		(9,526	)
Inventories		6,316			(2,033	)
Advance received		72,111			(2,850	)
Accounts payable		(10,702	)		21,642
Accrued liabilities and other payable		19,115			142,994
Advance received		465,550			75,206
Operating lease liabilities		(15,585	)		(20,491	)
Accrued liabilities and other payable		(115,433	)		(258,755	)
Net cash provided by operating activities		34,787			75,876
Operating lease liabilities		(49,410	)		(59,167	)
Net cash provided by/(used in) operating activities		129,802			(395,784	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of intangible assets		-			(13,~~617~~175	)
Net cash used in investing activities		-			(13,~~617~~175	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Advances from/(to) related parties		3,849			(5,540	)
Proceeds from share issuance		-			369,728
Net cash provided by/(used in) financing activities		3,849			(5,540	)
Advances from related parties		3,524			24,856
Effect of exchange rate changes on cash and cash equivalents		573			814
Net cash provided by financing activities		3,524			394,584
Net change in cash and cash equivalents		39,209			69,533
Effect of exchange rate changes on cash and cash equivalents		1,384			4,218
Net change in cash and cash equivalents		134,710			(157	)
Cash and cash equivalents, beginning of period		10,037			2,521
CASH AND CASH EQUIVALENTS, END OF PERIOD		49144,~~246~~747			722,~~054~~364

CXJ GROUP CO., LIMITED

NOTES TO CONDENSED CONSOLIDATED STATEMENTS

FOR THE THREE MONTHS ENDED ~~AUGUST~~FEBRUARY 3128, ~~2025~~2026 and year ended may 31, 2025

EXPRESS IN UNITED STATES DOLLARS

(Unaudited)

NOTE 1. BUSINESS

Regulatory Overview – Legal and Operation Risks

CXJ Group Co., Limited (“ECXJ”, “us”, the “Company” or “we”) is a United States holding company primarily operating in China through its PRC WFOE subsidiary CXJ (Shenzhen) Technology Co., Ltd. (“SZ CXJ”). In order to operate its business in PRC and to comply with PRC laws and regulations that prohibit or restrict foreign ownership of companies that provides value-added services, the Company entered into a series of contractual arrangements with the VIE: CXJ Technology (Hangzhou) Co., Ltd. (“HZ CXJ”).

The VIE structure involves unique risks to shareholders and investors. It is used to provide investors with contractual exposure to foreign investment in China-based companies where Chinese law prohibits or restrict direct foreign investment in the operating companies. Due to PRC legal restrictions on foreign ownership in certain businesses, we do not have any equity ownership of the VIE or its subsidiaries; instead, we receive the economic benefits of the VIE’s business operations through certain contractual agreements.

As a result of such series of contractual arrangements, SZ CXJ is the primary beneficiary of the VIE for accounting purposes and the VIE is a PRC consolidation entity under U.S. GAAP. The Company consolidates the financial results of the VIE and its subsidiaries in its consolidated financial statements in accordance with U.S. GAAP. Neither the Company nor its investors own any equity interest in, have direct foreign investment in, or control through any such ownership of or investment in the VIE. As a result, investors in the Company’s common stock are not purchasing an equity interest in the VIE or in its subsidiaries, but instead are purchasing an equity interest in ECXJ, the Nevada holding company. These contractual arrangements have not been tested in a court of law in the PRC. Moreover, the binding rights over the VIE’s subsidiaries in the contractual arrangements between SZ CXJ and HZ CXJ are implicit and indirect and the company laws and regulations in the PRC governing the business operations of the VIE’s subsidiaries are uncertain.

Risk Related to our VIE Structure

● PRC laws and regulations prohibit or restrict foreign ownership of companies that operate Internet information and content, value added telecommunications, and certain other businesses in which we are engaged or could be deemed to be engaged. Consequently, our operations and business in the PRC are conducted through contractual arrangements (“VIE Agreements”) with SZ CXJ VIE. If the Chinese government should disallow or limit the use of the VIE, it could materially and adversely affect our business, which could result in your shares significantly declining in value or becoming worthless. ● Although we have been advised by our PRC counsel that the ownership structures of our PRC subsidiary and SZ CXJ VIE in China do not violate any applicable PRC law, regulation, or rule currently in effect and that the VIE Agreements are valid, binding, and enforceable in accordance with their terms and applicable PRC laws and regulations currently in effect, but that such ownership structures have not been tested in court, ECXJ faces uncertainty with respect to future actions by the PRC government that could significantly affect the enforceability of the VIE Agreements, SZ CXJ VIE’s financial performance, and the value of a shareholder’s ECXJ shares. ● Although the PRC’s Ministry of Commerce and its National Development and Reform Commission have announced new edicts regarding the use of VIEs for new overseas offerings, they have indicated that such new requirements will not affect the foreign ownership of companies already listed overseas. Nonetheless, there can be no assurance that such new rules and regulations will not be applied retroactively which may have a substantial negative impact on ECXJ’s business and consequently on the value of ECXJ’s securities.

●	On March 15, 2019, the National People’s Congress promulgated the Foreign Investment Law, which took effect on January 1, 2020. Since it is relatively new, substantial uncertainties exist in relation to its interpretation and implementation including future laws, administrative regulations, or provisions of the State Council to provide for contractual arrangements as a form of foreign investment. Therefore, it is uncertain whether our contractual arrangements would be deemed to be in violation of the market access requirements for foreign investment in the PRC, and if they are deemed to be in violation, how our contractual arrangements should be dealt with.
	The Foreign Investment Law grants national treatment to foreign-invested entities, except for those foreign-invested entities that operate in industries specified as either “restricted” or “prohibited” from foreign investment in the Special Administrative Measures (Negative List) for Foreign Investment Access jointly promulgated by MOFCOM and the NDRC that took effect in July 2020. The Foreign Investment Law provides that foreign-invested entities operating in “restricted” or “prohibited” industries will require market entry clearance and other approvals from relevant PRC government authorities. If our control over our VIE through contractual arrangements is deemed to be foreign investment in the future, and if any business of our VIE is “restricted” or “prohibited” from foreign investment under the “negative list” effective at the time, we may be deemed to be in violation of the Foreign Investment Law, the contractual arrangements that allow us to have control over our VIE may be deemed to be invalid and illegal, and we may be required to unwind such contractual arrangements and/or restructure our business operations, any of which may have a material adverse effect on our business operations.
	Furthermore, if future laws, administrative regulations, or provisions mandate further actions to be taken by companies with respect to existing contractual arrangements, we may face substantial uncertainties as to whether we can complete such actions in a timely manner, or at all. Failure to take timely and appropriate measures to cope with any of these or similar regulatory compliance challenges could materially and adversely affect our current corporate structure and business operation
●	Neither the Company nor its shareholders have a direct equity ownership interest in SZ CXJ VIE. The Company’s relationship to the VIE is defined by the VIE Agreements. Therefore, should the Chinese government disallow or limit the use of the VIE, it could result in your shares significantly declining in value or becoming worthless.

Risk Related to Doing Business in China

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

●	Regulatory authorities in China have recently implemented regulations concerning privacy and data protection and more stringent laws and regulations may be introduced in China. The PRC Cybersecurity Law provides that personal information and important data collected and generated by operators of critical information infrastructure in the course of their operations in the PRC should be stored in the PRC, and the law imposes heightened regulation and additional security obligations on operators of critical information infrastructure. The Measures for Cybersecurity Review (2021) stipulate that operators of critical information infrastructure purchasing network products and services and online platform operators (together with the operators of critical information infrastructure, the “Operators”) carrying out data processing activities that affect or may affect national security shall conduct a cybersecurity review, and any online platform operator who controls more than one million users’ personal information must go through a cybersecurity review by the cybersecurity review office if it seeks to be listed in a foreign country.

We do not believe that our Company constitutes an Operator pursuant to the Cybersecurity Review (2021) that became effective in February 2022 nor do we control more than one million users’ personal information. However, the interpretation and application of consumer and data protection laws in China are often uncertain, in flux, and complicated, including differentiated requirements for different groups of people or different types of data, and there can be no assurance that in the future our operations may not be subject to these regulations which could have a significant material impact on our financial performance and the value of our securities.

●

The Company relies on dividends and other distributions on equity paid by our subsidiaries to fund our cash and financing requirements, and any limitation on the ability of our subsidiaries to make payments to us could have a material adverse effect on our financial position. SZ CXJ and it’s VIE’s ability to distribute dividends is based upon their distributable earnings.

Current PRC regulations permit our PRC subsidiaries to pay dividends to their shareholders only out of their accumulated profits, if any, determined in accordance with PRC accounting standards and regulations. In addition, our PRC subsidiaries are required to set aside at least 10% of their after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of their registered capital. This reserve is not distributable as cash dividends. To the extent that cash derived from our VIE’s businesses is in the PRC or Hong Kong, or in a PRC or Hong Kong entity, the funds may not be available to fund operations or for other use outside of the PRC or Hong Kong due to interventions in or the imposition of restrictions and limitations by the PRC government on the ability of our PRC or Hong Kong subsidiaries, or of our VIE, to transfer cash. The inability of our Hong Kong or PRC subsidiaries to pay dividends, for whatever reason, could have a material adverse effect on our financial position and, in turn, on the value of our common stock.

●	To address persistent capital outflows and the RMB’s depreciation against the U.S. dollar in the fourth quarter of 2016, the People’s Bank of China and the State Administration of Foreign Exchange, or SAFE, implemented a series of capital control measures in the subsequent months, including stricter vetting procedures for China-based companies to remit foreign currency for overseas acquisitions, dividend payments, and shareholder loan repayments. The PRC government may continue to strengthen its capital controls and our PRC subsidiaries’ dividend payments and other distributions may be subject to tightened scrutiny in the future. The PRC government also imposes controls on the conversion of RMB into foreign currencies and the remittance of currencies out of the PRC. Therefore, SZ CXJ and our VIE may experience difficulties in completing the administrative procedures necessary to obtain and remit foreign currency for the payment of dividends from their profits, if any. Furthermore, if our PRC subsidiaries incur debt on their own in the future, the instruments governing the debt may restrict their ability to pay dividends or make other payments.

●	In addition, the Enterprise Income Tax Law and its implementation rules provide that a withholding tax at a rate of 10% will be applicable to dividends payable by Chinese companies to non-PRC-resident enterprises unless reduced under treaties or arrangements between the PRC central government and the governments of other countries or regions where the non-PRC resident enterprises are tax resident. Pursuant to the tax agreement between Mainland China and the Hong Kong Special Administrative Region, the withholding tax rate with respect to the payment of dividends by a PRC enterprise to a Hong Kong enterprise may be reduced to 5% from the standard rate of 10%. However, if the relevant tax authorities determine that our transactions or arrangements are for the primary purpose of enjoying a favorable tax treatment, the relevant tax authorities may adjust the favorable withholding tax in the future. Accordingly, there is no assurance that the reduced 5% withholding rate will apply to dividends received by our Hong Kong subsidiary from our PRC subsidiaries. This withholding tax will reduce the amount of dividends we may receive from our PRC subsidiaries.

●	A downturn in the Chinese or global economy or a change in economic and political policies of China could materially and adversely affect our VIE’s business and financial condition. Any deterioration in our VIE’s business could have a negative impact on the Company’s financial position and, in turn, on the value of its common stock. See “Item 1A. Risk Factors – 3) Risks Related to Doing Business in China - A downturn in the Chinese or global economy, or a change in economic and political policies of China, could materially and adversely affect our VIE’s business and financial condition”.

●	Our business operations are conducted in China through our VIE and its subsidiaries. If we should become subject to the recent scrutiny, criticism, and negative publicity involving U.S. listed China-based companies, we may have to expend significant resources to investigate and/or defend negative allegations. If such allegations cannot be addressed and resolved favorably, it could result in a material change in the business operations of our PRC subsidiaries, significantly limit our ability to obtain financing through the sale of additional securities, and cause our securities to significantly decline in value or be worthless.

●	There are political risks associated with conducting business in Hong Kong and China.

●	Although our current independent registered public accounting firm is headquartered in Kuala Lumpur, Malaysia and, therefore, we believe that its work papers are available for inspection by the PCAOB, our common stock could, in the future, be delisted under the Holding Foreign Companies Accountable Act, as amended by the Consolidated Appropriations Act, 2023 and related regulations, if the PCAOB is unable to inspect our auditors in the future. The delisting of our common stock, or the threat of its being delisted, may materially and adversely affect the value of your investment.

Implications of Being a Holding Company - Transfers of Cash to and from Our Subsidiaries

As a holding company, we will rely on dividends and other distributions on equity paid by our subsidiaries for our cash and financing requirements. Neither the Company nor any of its subsidiaries maintain cash management policies or procedures that dictate how funds are transferred. The Company is permitted under the laws of the State of Nevada and its articles of incorporation (as amended from time to time) to provide funding to its subsidiaries through loans or capital contributions. Our subsidiaries are permitted under the respective laws of China and Hong Kong to provide funding to us through dividends without restrictions on the amount of the funds, other than as limited by the amount of their distributable earnings. However, to the extent that cash is in our PRC or Hong Kong subsidiaries, there is a possibility that the funds may not be available to fund our operations or for other uses outside of the PRC or Hong Kong due to interventions or the imposition of restrictions and limitations by the PRC or the Hong Kong government on their ability to transfer cash. In addition, if any of our subsidiaries incur debt on their own behalf in the future, the instruments governing such debt may restrict their ability to pay dividends to us.

As of the date of this Annual Report, our subsidiaries have not experienced any difficulties or limitations on their ability to transfer cash between each other nor do they maintain cash management policies or procedures dictating the amount of such funding or how funds are transferred. None of our subsidiaries has paid any dividends or other distributions or transferred assets to the Company as of the date of this Annual Report. In the future, cash proceeds raised from overseas financing activities may be transferred by the Company to its subsidiaries via capital contribution or shareholder loans, as the case may be. As of the date of this Annual Report, the Company has not made any transfers, paid any dividends, or made any distributions to U.S. investors. None of the Company, our subsidiaries, or our VIE has any plan to distribute earnings or settle amounts owed under the VIE Agreements in the foreseeable future. We intend to retain all available funds and future earnings, if any, for the operation of our VIE’s business.

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 044 , 2019, the eight judicial District Court of Nevada appointed Custodian Ventures, LLC as custodian for the Company, proper notice having been given to the officers and directors of Global Entertainment Corporation. There was no opposition.

On June 18, 2019, control of the Company was transferred by the entity controlled by Custodian Ventures, LLC to Xinrui Wang, our director, by selling him 10,000,000 shares of Series A Preferred stock and 17,700,000 shares of common stock for a purchase price of $175,000.

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

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

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

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

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

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

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

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

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

On May 3, 2024, the Board approved the resignation of Zhen Hui as the Company’s independent registered public accounting firm with immediate effective.

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

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

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

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

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

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation and liquidation

The condensed consolidated balance Sheets as of ~~August~~February 3128, ~~2025~~2026 and May 31, 2025 and the condensed consolidated statements of operations and comprehensive income (loss), shareholders’ equity, and cash flow for the three months and nine months ended ~~August~~February 3128, ~~2025~~ 2026 and ~~2024~~2025 have been prepared by the Company is in conformity with generally accepted accounting principles in the United States (“U.S. GAAP”).

The Company incurred net loss of $4699,~~776~~214 and $4164,~~567~~638 during the three months ended ~~August~~February 3128, ~~2025~~2026 and ~~2024~~ 2025, respectively. As of ~~August~~February 3128, ~~2025~~2026 and May 31, 2025, the Company had an accumulated deficit of $7,~~694~~891,~~281~~793 and $7,647,505 , respectively. The Company’s ~~net~~ net cash inflow provided by operations was $34129,~~787~~802 during the ~~three~~nine months ended ~~August~~February 3128, ~~2025~~2026.

As of ~~August~~February 3128, ~~2025~~2026 and May 31, 2025, the Company had cash and cash equivalents of $49144,~~246~~ 747 and $10,037 and current liabilities of $12,~~954~~293,~~022~~ 798 and $1,855,286 respectively. The Company’s China subsidiaries and VIE are subject to preapproval from the State ~~Administration~~ 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.

Going Concern Uncertainties

The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with U.S. GAAP which contemplates continuation of the Company as a going-concern basis. The going-concern basis assumes that assets are realized, and liabilities are settled in the ordinary course of business at amounts disclosed in the unaudited condensed consolidated financial statements. The Company’s ability to continue as a going concern depends upon its ability to market and sell its products to generate positive operating cash flows. The Company has an accumulated deficit of $7,~~694~~891,~~281~~793 as of ~~August~~February 3128, ~~2025~~2026 and generated a net loss $4699,~~776~~214 during the period three ~~months~~ months ended ~~August~~February 3128, ~~2025~~2026. Furthermore, the Company recorded a net cash inflow of $34129,~~787~~802 from operating activities asduring ofthe nine ~~August~~months 31ended February 28, ~~2025~~2026.

The Company’s cash position is not significant to support the Company’s daily operation. While the Company believes in the viability of its business strategy plans such as Flash Lion e-commerce sales model, Cloud chain (including Wechat, REDnote and Tik Tok’s short videos e-commerce sales model), and its ability to raise additional funds, there can be no assurance to that effect.

The Company’s ability to continue as a going concern is dependent upon its ability to improve profitability and increase of market share, our business plan is to extend our market share through acquiring quality businesses in the automotive aftermarket industries, in order to increase our customer base and supply channels, as well as to acquire more skilled employees and business connections in the industries.

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

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

Principles of Consolidation

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

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

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
Longkou Xianganfu Trading Co., Ltd. (Longkou CXJ)	2018/4/23	SZ CXJ	100%	Trading and consultancy services	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. (Qingdao CXJ)	2019/8/19	HZ CXJ	100%	Trading and consultancy services	PRC

Risks and Uncertainties

Risks of Operation in China

The main operation of the Company, through the WFOE, the VIE and VIE’s subsidiaries, is located in the PRC. Accordingly, the Company, its subsidiaries, the VIE and VIE’s subsidiaries’ business, financial condition, and results of operations may be influenced by political, economic, and legal environments in the PRC, as well as by the general state of the PRC economy. The Company, its subsidiaries, the VIE and VIE’s subsidiaries’ results may be adversely affected by changes in the political, regulatory and social conditions in the PRC. Although the Company, its subsidiaries, the VIE and VIE’s subsidiaries’ have not experienced losses from these situations and believes that it is in compliance with existing laws and regulations including risk factor disclosed in “Item 1A Risk Factors”, this may not be indicative of future results.

Risks in relation to the VIE structure

The Company is incorporated in the State of Nevada, USA. As a holding company with no material operations, the Company conducts its operations in China through the variable interest entities, SZ CXJ and its subsidiaries. The Company receives the economic benefits of SZ CXJ and ~~its~~ its subsidiaries’ business operation through a series of contractual arrangements, or the VIE Agreements, which have not been tested in court. As a result of the Company’s indirect ownership in the HZ CXJ and the VIE Agreements, the Company is regarded as the primary beneficiary of its VIE. The VIE structure is used to replicate foreign investment in Chinese-based companies where Chinese law prohibits direct foreign investment in the operating companies. The Company relies on contractual arrangements with the VIE and its subsidiaries in China for the business operation companies, and that investors may never directly hold equity interests in the Chinese operating entities, which may not be as effective in providing operational control or enabling the Company to derive economic benefits as through ownership of controlling equity interests, and the VIE’s shareholders may fail to perform their obligations under the contractual arrangements. If the PRC government deems that the VIE Agreements in relation to the VIE do not comply with PRC regulatory restrictions on foreign investment in the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, the Company may have difficulty in enforcing any rights the Company may have under the VIE Agreements in PRC and the Company could be subject to severe penalties or be forced to relinquish the Company’s interests in those operations.

Technology Innovation and Commodity Risks

The Company, its subsidiaries, the VIE and VIE’s subsidiaries’ business faces fast growing electric vehicles (EV) in China, in the year 2025, the sales volume of EV has exceeded 50% of total sales volume of motor vehicles in China. This will harm our motor oil and auto parts market and subsequently will seriously affect our financial condition and the ability to expand our business in future.

Use of Estimates

The preparation of unaudited condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Certain significant accounting policies that contain subjective management estimates and assumptions include those related to going concern, current expected credit loss, ~~allowance~~and ofuncertain ~~deferred~~ tax ~~asset, useful lives and impairment of long-lived assets, valuation of intangible assets acquired and impairment of goodwill~~position. Actual results may materially differ from these estimates.

Foreign Currency

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

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

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

	●	Monetary 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

	As of and for the three months ended August 31,
	2026		2025
	2025		2024
	For The Three Month Ended February 28,
Period-end RMB: US$1 exchange rate		7.13		7.09
	2026		2025
Period-average RMB: US$1 exchange rate		7.18		7.22
Period-end RMB: US$1 exchange rate		6.86		7.28
Exchange rate		7.18		7.22
Period-average RMB: US$1 exchange rate		6.98		7.28
Exchange rate		6.98		7.28

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.

Cash and Cash Equivalents

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

Prepayments

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

Accounts Receivable and Allowance for Doubtful Accounts

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

Further, we evaluate the collectability of our accounts receivable and if there is doubt that we will collect the full amount, we will record a reserve specific to that customer’s receivable balance. There was no ~~provision~~allowance for doubtful accounts for the period ended ~~August~~February 3128, ~~2025~~2026.

Inventories, Net

Inventories consisting of finished goods are stated at the lower of cost or market value. The Company used the weighted average cost method of accounting for inventory. Inventories on hand are evaluated on an on-going basis to determine if any items are obsolete, spoiled, or in excess of future demand. The Company provides impairment that is charged directly to cost of sales when is has been determined the product is obsolete, spoiled, and the Company will not be able to sell it at a normal profit above its carrying cost. The Company’s primary products are motor oil and auto parts.

Property, plant and equipment

Property, plant and equipment are stated at cost, less depreciation, amortization and impairments. Depreciation and amortization of property and equipment are provided using the straight-line method. The estimated useful lives for computer equipment, computer software, engineering and test equipment and furniture and fixtures are generally three to five years. Leasehold improvements are amortized over the lesser of their estimated useful lives or their respective lease terms, which are generally ~~5five~~five5 to ten years. Buildings are being depreciated over ~~25twenty~~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.

Intangible Assets

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

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

The intangible assets are impaired due to no projected undiscounted cash flow in future. The intangible assets are fully impaired during the year ended May 31, 2024.

The Company recognized an impairment loss on intangible assets amounted to nil and $13,~~588~~180 during the period ended ~~August~~February 3128, ~~2025~~2026 and ~~2024~~2025 respectively.

Operating leases

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

Impairment of Long-lived Assets Other Than Goodwill

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

Goodwill

Goodwill represents the excess of the purchase price over the fair value of the net identifiable assets acquired in a business combination. In accordance with FASB ASC Topic 350, “Intangibles-Goodwill and Others”, goodwill is subject to at least an annual assessment for impairment or more frequently if events or changes in circumstances indicate that an impairment may exist, applying a fair-value based test. Fair value is generally determined using a discounted cash flow analysis. The goodwill is impaired due to uncertainty of recoverability in the future. The goodwill $1,742,577 are fully impaired during the year ended May 31, 2025.

InAdvance 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.received

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 when delivery of goods and services have been transferred to the consumers in amounts that reflect the consideration the customer expects to be entitled to in exchange for those goods and services. The Company presents value added taxes (“VAT”) as reductions of revenues. The Company recognizes revenues net of value added taxes (“VAT”) and relevant charges.

Advance received is the amount the Company received in advance from the customer for their orders placed with us. The advance received will be recognized as revenue when the goods and services has been delivered to customers. The advance received are increased by $502,321 mainly due to introduction of new product “Lanxiaolan Fuel Additive Cleaner”, please refer to Note 13 Advance Received for details.

●

Product Revenue

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

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

●

Service Revenue

We also generate revenue from brand name management and maintenance fees. Revenue from brand name and management fees is to provide brand name “teenage hero car” to our members . Revenue from the maintenance service to the members is recognized at a point in ~~time~~ 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.

Sales and distribution expenses

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

General and administrative expenses

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

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 recoverable if input VAT is larger than output VAT. All of the VAT returns filed by the Company’s subsidiaries in China, have been and remain subject to examination by the tax authorities.

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.

Statutory reserves

Statutory reserves are referring to the amount appropriated from the net income in accordance with laws or regulations, which can be used to recover losses and increase capital, as approved, and are to be used to expand production or operations. PRC laws prescribe that an enterprise operating at a profit must appropriate and reserve, on an annual basis, an amount equal to 10% of its profit. Such an appropriation is necessary until the reserve reaches a maximum that is equal to 50% of the enterprise’s PRC registered capital. As of ~~May~~February 3128, ~~2025~~ 2026 the Company’s WFOE and its VIEs did not make the provision for the statutory reserves.

Earnings per share

The Company computes earnings per share (“EPS”) in accordance with ASC Topic 260, “Earnings per share”. Basic EPS is measured as the income or loss available to common shareholders divided by the weighted average common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (e.g., convertible securities, options, and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e. those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS.

Fair Value of Financial Instruments

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

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

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

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

Commitments and contingencies

Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.

Comprehensive income

Comprehensive income is defined to include all changes in equity except those resulting from investments by owners and distributions to owners. Among other disclosures, all items that are required to be recognized under current accounting standards as components of comprehensive income are required to be reported in a financial statement that is presented with the same prominence as other financial statements. The Company’s current component of other comprehensive income includes the foreign currency translation adjustment.

Segment reporting

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

Significant risk

VIE Structure risk

PRC laws and regulations prohibit or restrict foreign ownership of companies that operate Internet information and content, value added telecommunications, and certain other businesses in which we are engaged or could be deemed to be engaged. Consequently, our operations and business in the PRC are conducted through contractual arrangements (“VIE Agreements”) with SZ CXJ VIE. If the Chinese government should disallow or limit the use of the VIE, it could materially and adversely affect our business, which could result in your shares significantly declining in value or becoming worthless.

Although we have been advised by our PRC counsel that the ownership structures of our PRC subsidiary and SZ CXJ VIE in China do not violate any applicable PRC law, regulation, or rule currently in effect and that the VIE Agreements are valid, binding, and enforceable in accordance with their terms and applicable PRC laws and regulations currently in effect, but that such ownership structures have not been tested in court, ECXJ faces uncertainty with respect to future actions by the PRC government that could significantly affect the enforceability of the VIE Agreements, SZ CXJ VIE’s financial performance, and the value of a shareholder’s ECXJ shares.

Although the PRC’s Ministry of Commerce and its National Development and Reform Commission have announced new edicts regarding the use of VIEs for new overseas offerings, they have indicated that such new requirements will not affect the foreign ownership of companies already listed overseas. Nonetheless, there can be no assurance that such new rules and regulations will not be applied retroactively which may have a substantial negative impact on ECXJ’s business and consequently on the value of ECXJ’s securities.

On March 15, 2019, the National People’s Congress promulgated the Foreign Investment Law, which took effect on January 1, 2020. Since it is relatively new, substantial uncertainties exist in relation to its interpretation and implementation including future laws, administrative regulations, or provisions of the State Council to provide for contractual arrangements as a form of foreign investment. Therefore, it is uncertain whether our contractual arrangements would be deemed to be in violation of the market access requirements for foreign investment in the PRC, and if they are deemed to be in violation, how our contractual arrangements should be dealt with.

Neither the Company nor its shareholders have a direct equity ownership interest in SZ CXJ VIE. The Company’s relationship to the VIE is defined by the VIE Agreements. Therefore, should the Chinese government disallow or limit the use of the VIE, it could result in your shares significantly declining in value or becoming worthless.

Liquidity risk

WeFor ~~had~~the ~~cash~~nine ~~flows~~months ~~from~~ended ~~operating~~February ~~activities~~28, 2026 and 2025, we had cash inflow $34129,~~787~~802 and cash outflow $75395,~~876 ,~~784 from operating activities respectively, accumulated deficit from recurring net losses $4699,~~776~~214 and $4164,~~567~~ 638 incurred for the ~~financial year the~~ three months ended ~~August~~February 3128, ~~2025~~2026 and ~~2024~~2025. These conditions raise substantial doubt about our ability to continue as a going concern.

Currency risk

A majority of the Company’s expense transactions are denominated in RMB and a significant portion of the Company and its subsidiaries’ assets and liabilities are denominated in RMB. RMB is not freely convertible into foreign currencies. In the PRC, certain foreign exchange transactions are required by law to be transacted only by authorized financial institutions at exchange rates set by the People’s Bank of China (“PBOC”). Remittances in currencies other than RMB by the Company in the PRC must be processed through the PBOC or other Company foreign exchange regulatory bodies which require certain supporting documentation in order to affect the remittance.

into foreign currencies. In the PRC, certain foreign exchange transactions are required by law to be transacted only by authorized financial institutions at exchange rates set by the People’s Bank of China (“PBOC”). Remittances in currencies other than RMB by the Company in the PRC must be processed through the PBOC or other Company foreign exchange regulatory bodies which require certain supporting documentation in order to affect the remittance.

The Company maintains certain bank accounts in the PRC. On May 1, 2015, the PRC’s new Deposit Insurance Regulation came into effect, pursuant to which banking financial institutions, such as commercial banks, established in the PRC are required to purchase deposit insurance for deposits in RMB and in foreign currency placed with them. Such Deposit Insurance Regulation would not be effective in providing complete protection for the Company’s accounts, as its aggregate deposits are much higher than the compensation limit, which is RMB500,000 for one bank. However, the Company believes that the risk of failure of any of these Chinese banks is remote. Bank failure is uncommon in the PRC and the Company believes that those Chinese banks that hold the Company’s cash and cash equivalents and short-term investments are financially sound based on public available information.

Other than the deposit insurance mechanism in the PRC mentioned above, the Company’s bank accounts are not insured by Federal Deposit Insurance Corporation insurance or other insurance.

Concentration of risk

1) Credit risk

Financial instruments that potentially subject the Company to the concentration of credit risks consist of cash. The maximum exposures of such assets to credit risk are their carrying amounts as of the balance sheet dates. The Company deposits its cash and cash equivalents with financial institutions located in jurisdictions where the subsidiaries are located. The Company believes that no significant credit risk exists as these financial institutions have high credit quality.

The Company’s also exposure to credit risk associated with its trading and other activities is measured on an individual counterparty basis, as well as by group of counterparties that share similar attributes. Concentrations of credit risk can be affected by changes in political, industry, or economic factors. To reduce the potential for risk concentration, the Company generally requires customers to make payment in advance before delivery of the goods and services, and special approval is required for credit sales to specific customers.

2) Major customers

For the three months ended ~~August~~February 3128, ~~2025~~2026, ~~the~~there ~~revenue~~were ~~from~~no ~~four~~ customers ~~were~~who accounted for more than 10% of total revenue. ~~They~~For ~~were~~the ~~accounted~~three ~~for~~months ~~$65,783~~ended orFebruary ~~72.1%~~28, of2025, ~~total~~the revenue~~. For~~ ~~the~~from ~~three~~two ~~months~~customers ~~ended~~was ~~August~~more ~~31,~~than ~~2024~~10% of total revenue, ~~there~~and ~~was~~accounted nofor ~~single~~$16,198 ~~customer’s revenue~~or ~~more~~25.1% ~~than~~and 10$32,397 or 50.2% of total revenue and did not have any significant outstanding receivables.

3) Major vendors

AFor ~~significant amount of~~ the ~~purchase costs is derived from major Vendors. For the~~ three months ended ~~August~~February 3128, ~~2025~~2026, the Company had ~~two vendors~~a vendor that accounted for $1079,~~986~~227 or 9396.86%, ~~and $680 or 5.8%~~ of total purchase costs~~, respectively~~ . For the three months ended ~~August~~February 3128, ~~2024~~2025, ~~the~~there ~~Company~~were ~~had~~no avendors ~~vendor~~who ~~that~~ accounted for ~~$28,688~~more orthan ~~148~~10% of total purchase costs.

Interest rate risk

Fluctuations in market interest rates may negatively affect our financial condition and results of operations. The Company has not used any derivative financial instruments to manage our interest risk exposure.

Related party transaction

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

Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated.

Business combination

The purchase price of an acquisition is measured as the aggregate of the fair value of the consideration transferred. The purchase price is allocated to the fair values of the tangible and intangible assets acquired and liabilities assumed, with any excess recorded as goodwill. These fair value determinations require judgment and may involve the use of significant estimates and assumptions. The purchase price allocation may be provisional during a measurement period of up to one year to provide reasonable time to obtain the information necessary to identify and measure the assets acquired and liabilities assumed. Any such measurement period adjustments are recognized in the period in which the adjustment amount is determined. Transaction costs associated with the acquisition are expensed as incurred.

Recently Issued Accounting Standards

~~Recently~~Subsequent ~~Adopted~~to ~~Accounting~~February ~~Standard~~28, ~~Updates~~2026, –in ~~ASU~~December 2025~~-05~~, the Financial ~~Instruments-Credit~~Accounting ~~Losses~~Standards ~~(Topic~~Board ~~326~~(“FASB”): ~~Measurement~~issued ofAccounting ~~Credit Losses~~Standards ~~for~~Update ~~Accounts~~(“ASU”) ~~Receivable~~2025-11, ~~and~~Narrow-Scope ~~Contract~~Improvements ~~Assets~~(Topic ~~for~~270): ~~Private~~Interim ~~Companies and Certain Not-For-Profit Entities~~Reporting. This ~~ASU~~update ~~amends~~makes ~~ASC~~targeted, ~~326~~narrow-20scope inimprovements ~~part~~ to ~~provide~~the ainterim ~~practical~~reporting ~~expedient~~guidance ~~election~~in toTopic ~~assume~~270 ~~that~~to ~~current~~clarify ~~conditions~~application asand ofimprove ~~the~~consistency ~~balance~~in ~~sheet~~practice. ~~date~~The amendments do not change ~~for~~ the ~~remaining~~ ~~life~~underlying principles of ~~current~~interim ~~accounts~~reporting. ~~receivable~~The ~~and/or~~amendments ~~current~~in ~~contract~~this ~~assets~~ASU ~~arising~~are ~~from~~effective ~~transactions accounted~~ for ~~under~~interim ~~Topic~~reporting ~~606,~~periods ~~Revenue~~within ~~from~~annual ~~Contracts~~reporting ~~with~~periods ~~Customers.~~beginning ~~This~~after ~~ASU~~December ~~will~~15, be2027. ~~effective~~Early ~~for~~adoption ~~all~~is ~~entities~~permitted. ~~for~~The ~~annual~~Company ~~reporting~~expects ~~periods~~to ~~beginning~~adopt ~~after~~the guidance ~~December~~in ~~15,~~its ~~2025,~~Form ~~and~~10-Q for the interim ~~reporting~~period ~~periods~~ending ~~within~~February ~~those~~28, ~~annual~~2028. ~~reporting~~The ~~periods.~~Company ~~Early~~is ~~adoption~~currently ofevaluating ~~this~~the ~~ASU~~effects isof ~~permitted~~this ~~and~~pronouncement ~~should~~on beits ~~applied~~consolidated ~~prospectively.~~financial Westatements ~~are~~and ~~currently~~does ~~evaluating~~not ~~the~~expect ~~impact of~~ the adoption of this ASU to have a material effect on ~~our~~its consolidated financial statements.

ASU No. 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity. The standard revises current guidance for determining the accounting acquirer for a transaction effected primarily by exchanging equity interests in which the legal acquiree is a variable interest entity (“VIE”) that meets the definition of a business. The amendments differ from current U.S. GAAP because, for certain transactions, they replace the requirement that the primary beneficiary of a VIE is always the acquirer with an assessment that requires an entity to consider the factors to determine which entity is the accounting acquirer. Under the amendments, acquisition transactions in which the legal acquiree is a VIE will, in more instances, result in the same accounting outcomes as economically similar transactions in which the legal acquiree is a voting interest entity. The ASU does not change the accounting for a transaction determined to be a reverse acquisition or a transaction in which the legal acquirer is not a business and is determined to be the accounting acquiree. The new guidance will become effective for interim and annual reporting periods beginning on January 1, 2027, will require a prospective transition method for business combinations that occur after the initial adoption date, and early adoption is permitted. Management is currently evaluating the impact of the new standard on the Company’s unaudited condensed financial statements.

ASU 2025-02 - Liabilities (Topic 405): Amendments to SEC Paragraphs Pursuant to SEC SAB No. 122, which is effective for annual periods beginning after December 15, 2024, and may require full retrospective adoption. This amendment eliminates outdated SEC guidance previously codified under SAB No. 122 and may impact disclosures or recognition related to obligations and liabilities. The Company adopted this ASU, effective for the year ended December 31, 2024. The adoption had no impact on the Company’s financial statements.

ASU2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. This update clarifies the effective date of ASU 2024-03, which requires public business entities to provide disaggregated disclosures of certain income statement expenses. Specifically, ASU 2025-01 confirms that the guidance in ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and for interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. Management is currently evaluating the impact that the updated standard will have on our consolidated financial statements and related disclosures.

Recently Adopted Accounting Standard Updates:

ASU 2025-02 - Liabilities (Topic 405): Amendments to SEC Paragraphs Pursuant to SEC SAB No. 122, which is effective for annual periods beginning after December 15, 2024, and may require full retrospective adoption. This amendment eliminates outdated SEC guidance previously codified under SAB No. 122 and may impact disclosures or recognition related to obligations and liabilities. The Company adopted this ASU, effective for the year ended May 31, 2025.

The other recent accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”) are not expected to have a significant impact on the Company’s consolidated financial statements and related disclosures.

NOTE 3. ACQUISITION

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

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

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

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

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

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

On August 1, 2023, CXJ Technology (Hangzhou) Co., Ltd, a Chinese corporation and a subsidiary of the Company signed an equity transfer agreement (the “Agreement”) with Mr. Qing Wang. Under this agreement, the Company disposed 51% equity of Xishijie Automobile Industry Ecology Technology Co., Ltd (formerly known as Shenzhen Lanbei Ecological Technology Co., Ltd), a Chinese company (“Xishijie”) with a purchase price of RMB 1 yuan to Mr. Qing Wang.

NOTE 4. VIE STRUCTURE AND ARRANGEMENTS

Variable Interest Entities “VIE” Arrangements

On May 28, 2020, CXJ (Shenzhen) Technology Co., Ltd. (“SZ CXJ”) entered into a series of contractual arrangements with CXJ Technology (Hangzhou) Co., Ltd. (“HZ CXJ”) and its shareholders. As a result of the contractual arrangements, the Company classified HZ CXJ as a Variable Interest Entity “VIE.”

HZ CXJ was incorporated as a limited liability company in Hangzhou, Zhejiang Province in the People’s Republic of China on March 28, 2019, with a registered capital of approximately $1.5 million (RMB 10 million). It is 100% owned by Mr. Lixin Cai prior to its acquisition by the Company.

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

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

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

(1)

Consulting Service Agreement

Pursuant to the terms of certain Consulting Service Agreement dated May 28, 2020, between SZ CXJ and HZ CXJ (the “Consulting Service Agreement”), SZ CXJ is the exclusive consulting service provider to HZ CXJ to provide business-related software research and development services; design, installation, and testing services; network equipment support, upgrade, maintenance, monitor, and problem-solving services; employees technical training services; technology development and sublicensing services; public relations services; market investigation, research, and consultation services; short to medium term marketing plan-making services; compliance consultation services; marketing events and membership related activities organizing services; intellectual property permits; equipment and rental services; and business-related management consulting services.

Pursuant to the Consulting Service Agreement, the service fee is the remaining amount after HZ CXJ’s profit before tax in the corresponding year deducts HZ CXJ’s losses, if any, in the previous year, the necessary costs, expenses, taxes, and fees incurred in the corresponding year, and the withdraws of the statutory provident fund. HZ CXJ agreed not to transfer its rights and obligations under the Consulting Service Agreement to any third party without prior written consent from SZ CXJ. In addition, SZ CXJ may transfer its rights and obligations under the Consulting Service Agreement to SZ CXJ’s affiliates without HZ CXJ’s consent, but SZ CXJ shall notify HZ CXJ of such transfer.

(2)

Business Operation Agreement

Pursuant to the terms of certain Business Operation Agreement dated on May 28, 2020, among SZ CXJ, HZ CXJ and Mr. Lixin Cai (the “Business Operation Agreement”), HZ CXJ and Lixin Cai have agreed to subject the operations and management of its business to the control of SZ CXJ. According to the Business Operation Agreement, HZ CXJ and Lixin Cai are not allowed to conduct any transactions that has substantial impact upon its operations, assets, rights, obligations and personnel without the SZ CXJ’s written approval. The HZ CXJ and Lixin Cai will take SZ CXJ’s advice on appointment or dismissal of directors, employment of HZ CXJ’s employees, regular operation, and financial management of HZ CXJ. The HZ CXJ and Lixin Cai has agreed to transfer any dividends, distributions or any other profits that its’ receive to SZ CXJ without consideration. The Business Operation Agreement is valid for a term of 10 years or longer upon the request of SZ CXJ prior to the expiration thereof. The Business Operation Agreement might be terminated earlier by SZ CXJ with a 30-day written notice.

(3)

Agency Agreement

Pursuant to the terms of the Agency Agreement dated on May 28, 2020, between SZ CXJ and Lixin Cai (the “Agency Agreement”), the Lixin Cai have entrusted his vote rights to SZ CXJ for the longest duration permitted by PRC law. The Agency Agreement can be terminated by mutual consents of Lixin Cai and SZ CXJ or upon a 30-day notice of SZ CXJ.

(4)

Equity Pledge Agreement

Pursuant to the terms of certain Equity Pledge Agreement dated on May 28, 2020, among SZ CXJ, HZ CXJ and Lixin Cai (the “Pledge Agreement”), the HZ CXJ pledged all of its equity interests to SZ CXJ, including the proceeds thereof, to guarantee HZ CXJ’s performance of its obligations under the Business Operation Agreement, the Consulting Service Agreement and Agency Agreement (each, a “Agreement”, collectively, the “Agreements”). If HZ CXJ breach its respective contractual obligations under any Agreement, or cause to occur one of the events regards as an event of default under any Agreement, SZ CXJ, as pledgee, will be entitled to certain rights, including the right to dispose of the pledged equity interest in HZ CXJ. During the term of the Pledge Agreement, the pledged equity interests cannot be transferred without SZ CXJ’s prior written consent. The Pledge Agreements is valid until all the obligations due under the Agreements have been fulfilled.

(5)

Option Agreement

Pursuant to the terms of the Option Agreement dated on May 28, 2020, among SZ CXJ, HZ CXJ and Lixin Cai (the “Option Agreement”), Lixin Cai granted SZ CXJ or its designees an irrevocable and exclusive purchase option (the “Option”) to purchase HZ CXJ’s all or partial equity interests and/or assets at the lowest purchase price permitted by PRC laws and regulations. The option is exercisable at any time at SZ CXJ’s discretion in full or in part, to the extent permitted by PRC law. Lixin Cai agreed to give HZ CXJ the total amount of the exercise price as a gift, or in other methods upon SZ CXJ’s written consent to transfer the exercise price to HZ CXJ. The Option Agreement is valid for a term of 10 years or longer upon the request of SZ CXJ.

A VIE is an entity that has either a total equity investment that is insufficient to permit the entity to finance its activities without additional subordinated financial support, or whose equity investors lack the characteristics of a controlling financial interest, such as voting rights and the right to receive the expected residual returns of the entity or the obligation to absorb the expected losses of the entity. The variable interest holder, if any, that has a controlling financial interest in a VIE is deemed to be the primary beneficiary and must consolidate the VIE. SZ CXJ is deemed to have a controlling financial interest and be the primary beneficiary of HZ CXJ because it has both of the following characteristics:

	a)	The power to direct activities of HZ CXJ that most significantly impact such entity’s economic performance, and
	b)	The obligation to absorb losses of, or the right to receive benefits from, HZ CXJ that could potentially be significant to such entity.

Pursuant to the Contractual Arrangements, HZ CXJ have agreed to transfer any dividends, distributions or any other profits that its’ receive to SZ CXJ. HZ CXJ pays service fees equal to all of its net profit after tax to SZ CXJ.

The Contractual Arrangements are designed so that HZ CXJ operates for the benefit of SZ CXJ and ultimately the Company.

Moreover, HZ CXJ has agreed to subject the operations and management of its business to the full control under SZ CXJ and HZ CXJ will take SZ CXJ’s advice on the appointment of dismissal of directors and employment, regular operation and financial management. Accordingly, the Company consolidates the accounts of HZ CXJ and its subsidiaries for the periods presented herein, in accordance with Accounting Standards Codification, or ASC, 810-10, Consolidation.

Accordingly, the accounts of HZ CXJ are consolidated in the accompanying financial statements pursuant to ASC 810-10, Consolidation. In addition, their financial positions and results of operations are included in the Company’s financial statements.

Assets of the VIEs can only be used to settle their obligation and creditors of the VIEs have no recourse to the Company’s or WFOE’s general credit. The Company consolidated its VIE as of ~~May~~February 3128, ~~2025~~2026 and ~~2024~~May 31, 2025. The carrying amounts and classification of the VIE’s assets and liabilities included in the consolidated balance sheets are as follows:

SCHEDULE OF VARIABLE INTEREST ENTITIES

	August 31, 2025			May 31, 2025
	February 28, 2026			May 31, 2025
	$	$		$	$
Current assets		~~435~~528,~~539~~877			384,703
Noncurrent assets		1231,~~533~~171			13,214
Total assets		~~448~~560,~~072~~048			397,917
Total liabilities		1,~~057~~379,~~743~~413			977,399
Net liabilities		(~~609~~819,~~671~~365	)		(579,482	)

The VIE’s liabilities consisted of the following as of ~~August~~February 3128, ~~2025~~2026 and May 31, 2025:

	August 31, 2025		May 31, 2025
	February 28, 2026		May 31, 2025
	$		$
Current liabilities
Intercompany balances - Payable		~~351~~364		348
Account Payable		2925,~~935~~345		34,571
Advanced received		~~658~~1,~~819~~097,429		581,310
Accrued liabilities, other payables and deposits received		~~357~~226,~~760~~521		349,969
Operating lease obligations, currents		1029,~~878~~754		11,201
Total current liabilities		1,~~057~~379,~~743~~413		977,399
Total noncurrent liabilities
Total liabilities		1,379,413		977,399
Operating lease obligations, net of current portion		-		-
Total noncurrent liabilities		-		-
Total liabilities		1,057,743		977,399

The operating results of the VIE asfor ofthe ~~August~~three 31months ended February 28, ~~2025~~2026 and ~~2024~~2025 were as follows:

	For the three months ended August 31,
	2026			2025
	2025			2024
	For The Three Months Ended February 28,
		$			$
	2026			2025
Revenue		91,005			114,382
	$			$
Total operating costs and expenses		(116,030	)		(137,274	)
Revenue		111,482			64,541
Loss from operations		(25,025	)		(22,892	)
Total operating costs and expenses		(216,978	)		(110,904	)
Loss from operations		(105,496	)		(46,363	)
Interest income		1			2
Other expenses		~~(114~~-	)		~~(165~~-	)
Loss before income tax		(25105,~~138~~495	)		(2346,~~055~~361	)
Income tax income		-			2,263
Income tax expense		-			-
Loss after taxation		(25,138	)		(20,792	)
Net loss for the period		(105,495	)		(46,361	)
Less: Non-controlling interest		-			-
Net loss for the period		(25,138	)		(20,792	)

The cash flows of VIE asfor ofthe ~~August~~nine 31months ended February 28, ~~2025~~2026 and ~~2024~~2025 were as below:

	For the three months ended August 31,
	2026			2025
	2025			2024
	For The Nine Months Ended February 28,
Cash Flows Used In Operating Activities		42,784			2,645
	2026			2025
Cash Flows Provided By/(Used In) Investing Activities		403			421
Cash Flows Used In Operating Activities		143,823			(254	)
Cash Flows (Used In)/Provided By Financing Activities.		836			(4,155	)
Cash Flows Provided By/(Used In) Investing Activities		705			1,187
Effects On Change In Foreign Exchange Rate		344			9
Cash Flows (Used In)/Provided By Financing Activities.		(18,510	)		(1,374	)
Net Change In Cash During The Period		44,367			(1,080	)
Effects On Change In Foreign Exchange Rate		138			1,134
Net Change In Cash During The Year		126,156			693

NOTE 5. ACCOUNTS RECEIVABLE, NET

As of ~~August~~February 3128, ~~2025~~2026 and May 31, 2025, there are no allowance for expected credit loss, our accounts receivables are $23,~~997~~114 and $2,972 respectively.

NOTE 6. PREPAYMENTS

As of ~~August~~February 3128, ~~2025~~2026 and May 31, 2025, prepayments are $4212,~~321~~869 and $37,520 respectively.

SCHEDULE OF PREPAID EXPENSES

February 28, 2026

May 31, 2025

Increase/ (Decrease)

As of

August 31, 2025

May 31, 2025

Increase/ (Decrease)

February 28, 2026

May 31, 2025

Increase/ (Decrease)

(unaudited)

(audited)

Prepayments

4212,~~321~~869

37,520

4(24,~~801~~651

)

Prepayments balance $4212,~~321consist~~869 consist of advances to suppliers for providing goods and services. As of ~~August~~February 3128, ~~2025~~2026 and May 31, 2025, the prepayments balances are $4212,~~321~~869 and $37,520 respectively, as compared that is ana ~~increase~~decrease of $424,~~801~~651, the ~~increment~~decrement is mainly due to prepayment to suppliers for goods and services.

NOTE 7. DEPOSITS AND OTHER RECEIVABLES

Deposits and other receivables consisted of the following as of ~~August~~February 3128, ~~2025~~2026 and May 31, 2025:

As of

August 31, 2025

May 31, 2025

Increase/ (Decrease)

February 28, 2026

May 31, 2025

Increase/ (Decrease)

(unaudited)

(audited)

Deposits paid

2213,~~387~~116

13,329

~~9,058~~(213

)

Other receivables

6870,~~890~~189

68,683

~~207~~1,506

Total

9183,~~277~~305

82,012

91,~~265~~293

Deposits balance $2213,~~387~~116 is deposits paid to landlord for renting office and warehouse. Other receivables balance $6870,~~890~~189 is the advances to staff for business conference and function, travelling expenses and office expenses.

As of ~~August~~February 3128, ~~2025~~2026 and May 31, 2025, the deposit and other receivables balances are $9183,~~277~~ 305 and $82,012 respectively, as compared that is an increase of $91,~~265~~293. The increment is mainly due to ~~increase~~decrease in deposit $~~9,058~~213 and increase of staff advances $~~207~~1,506.

NOTE 8. INVENTORY, NET

Inventory consisting principally of product held for sale, is stated at the weighted average cost and net realizable value. As of ~~August~~February 3128, ~~2025~~ 2026 and May 31, 2025, the inventory consists as of following:

SCHEDULE OF INVENTORY NET

As of

August 31, 2025

May 31, 2025

Increase/ (Decrease)

February 28, 2026

May 31, 2025

Increase/ (Decrease)

(unaudited)

(audited)

Inventory, net

6166,~~926~~197

69,291

(73,~~365~~094

)

NOTE 9. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment are recorded at cost. Depreciation is computed using the straight-line method over estimated useful lives of ~~3three~~ 3three to five years. Property, plant and equipment consisted of the following:

Property, plant and equipment consisted of the following:

SCHEDULE OF PROPERTY AND EQUIPMENT

	As of
	August 31, 2025			May 31, 2025			Increase/ (Decrease)
	February 28, 2026			May 31, 2025			Increase/ (Decrease)
	$			$			$
Property, Plant and Equipment		9,071			9,071			-
Less: Accumulated depreciation		(67,~~731~~321	)		(6,179	)		(~~552~~1,142	)
Foreign translation difference		(752	)		(95	)		2093
Total		21,~~265~~748			2,797			(~~532~~1,049	)

NOTE 10. INTANGIBLE ASSETS

The intangible assets consist of costs incurred to develop the software and purchased patents for business operations. In October 2022, Lixin Cai increased the share capital of HZ CXJ to $1,406,470 (or RMB10,000,000) by capitalization of purchased patents.

The intangible assets are impaired due to no projected undiscounted cash flow in future. The intangible assets are fully impaired during the year ended May 31, 2024, therefore there are neither amortization nor impairment of intangible assets as of ~~August~~February 3128, ~~2025~~2026 and ~~May~~ May 31, 2025. The impairment loss incurred during the period ended ~~August~~February 3128, ~~2025~~2026 and ~~2024~~2025 is $0 and $13,~~588 respectively.~~180

NOTE 11. BUSINESS COMBINATION AND GOODWILL

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

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

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

	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
Operating lease right-of-use assets		189,604
Total assets		3,089,684

	$
Account Payable		(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

Goodwill is tested for impairment annually as of the first day of fiscal May or more frequently when events or changes in circumstances indicate that impairment may have occurred. The Company performed its fourth quarter 2024 annual goodwill impairment test using a quantitative assessment for its HZ CXJ reporting unit. The quantitative assessment for HZ CXJ reporting unit indicated that its carrying amount exceeded its fair value, and resulted in full impairment of $1,742,577 in the fourth quarter of 2025. This non-cash impairment charge is presented within the General & Administrative Expenses line for 2025 in the accompanying Consolidated Statements of Operations. As at May 31, 2025, the goodwill ~~balance~~have isbeen ~~nil~~fully impaired.

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

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

The goodwill value $4,763,015 iswas ~~occurred~~recognized on the acquisition. The impairment loss on goodwill of $1,742,577 and $1,049,984, were recognized during the year ended May 31, 2025 and 2024 respectively. There were no impairment loss on goodwill recognized during the three months period ended ~~August~~February 3128, ~~2025~~2026 and ~~2024~~2025 respectively. As of ~~August~~May 31, 2025, the ~~balance~~goodwill ofhave ~~goodwill~~been isfully ~~nil~~impaired.

The summary of impairment loss on goodwill is as below:

SCHEDULE OF IMPAIRMENT 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
Impaired goodwill written off - May 31, 2025		(1,742,577	)
Goodwill as of May 31, 2025		-

NOTE 12. ACCOUNTS PAYABLE

Accounts payable consists of the following:

SCHEDULE OF ACCOUNTS PAYABLE

As of

August 31, 2025

May 31, 2025

Increase/ (Decrease)

February 28, 2026

May 31, 2025

Increase/ (Decrease)

(unaudited)

(audited)

Accounts Payable

6460,~~173~~931

68,524

(47,~~351~~593

)

The account payable balance of $6460,~~173~~931 includes payable to vendors for motor oil and auto parts.

NOTE 13. ADVANCE RECEIVED

Advance received consists of the following:

SCHEDULE OF ADVANCE RECEIVED

As of

August 31, 2025

May 31, 2025

Increase/ (Decrease)

February 28, 2026

May 31, 2025

Increase/ (Decrease)

(unaudited)

(audited)

Advance Received

~~672~~1,~~733~~097,429

595,108

77502,~~625~~321

Advance received balance $~~672~~1,~~733~~097,429 consists of advances from customer for brand name management fees $9983,~~897~~177 and providing of goods and services $~~572~~1,~~836~~014,252.

As of ~~August~~February 3128, ~~2025~~2026 and May 31, 2025, the advance received are $~~672~~1,~~733~~097,429 and $595,108 respectively, as compared that is an increase of of $77502,~~625~~321. The increment is mainly due to increase in advanced received goods and services $~~147~~588,~~491~~907 and offset with decrease of brand name management fee $6986,~~866~~586.

The increment of advanced received goods and serviced $588,907 is mainly due to Company introduction of new product “Lanxiaolan Fuel Additive Cleaner”.

NOTE 14. ACCRUED EXPENSES, DEPOSITS RECEIVED AND OTHER PAYABLES

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

	February 28, 2026		May 31, 2025		Increase/ (Decrease)
	As of
	August 31, 2025		May 31, 2025		Increase/ (Decrease)
	February 28, 2026		May 31, 2025		Increase/ (Decrease)
	(unaudited)		(audited)
	$		$		$
Accrued Expenses		~~637~~452,~~993~~522		626,573		11(174,~~420~~051	)
Deposits Received		68,023		67,455		568
Deposit Received		70,700		67,455		3,245
Other Payables		125,637		114,756		10,881
Other Payable		188,719		114,756		73,963
Total		~~831~~711,~~653~~941		808,784		22(96,~~869~~843	)

Accrued expenses balance $~~637~~452,~~993~~522 consists payroll related costs, legal fee, audit fee and VAT payable. Deposit received balance $6870,~~023~~700 is the warranty for usage of brand name. Other payable balance $~~125~~188,~~637~~719 includes the provision $8487,~~151~~464 for business dispute with a customer in the year 2020 , short term borrowing from third party $3392,~~071~~ 509 and $8,~~415~~746 is the refundable intention fees.

As of ~~August~~February 3128, ~~2025~~2026 and May 31, 2025, the accrued expenses, deposit received and other payable balances are $~~831~~711,~~653~~941 and $808,784 respectively, as compared that is ana ~~increase~~decrease of $2296,~~869~~843. The ~~increment~~decrement is mainly due to ~~increase~~decrease in accrued expenses $11174,~~420~~051, ~~deposits~~offset increase in deposits received $~~568~~ 3,245 and ~~short~~other ~~term~~payable ~~borrowing from third party~~ $1073,~~881~~963.

NOTE 15. RELATED PARTY TRANSACTIONS

Amounts due from related parties as of ~~August~~February 3128, ~~2025~~2026 and May 31, 2025 are as follows:

SCHEDULE OF RELATED PARTY TRANSACTION

Amounts due from related parties

		As of
	Relationship with the Company	~~August~~February 3128, ~~2025~~2026		May 31, 2025
		(unaudited)		(audited)
		$	$	$	$
New Charles Technology Group Limited	Controlled by Lixin Cai~~, CEO and Director of the Company~~		300		300
Hangzhou Xieli Internet Technology Co., Ltd	Controlled by Cuiyao Luo~~, CFO and major shareholders of the Company~~		82103,~~862~~325		82,171
Total			83103,~~162~~625		82,471

As of ~~August~~February 3128, ~~2025~~2026, the Company paid expenses $300 on behalf of New Charles Technology Group Limited and advanced a short term loan $82103,~~862~~ 325 to Hangzhou Xielie Internet Technology Co., Limited to pay administrative expenses, which is unsecured, interest-free and repayable on on demand.

Amounts due to related parties

		As of
`	Relationship with the Company	~~August~~February 3128, ~~2025~~2026		May 31, 2025
		(unaudited)		(audited)
		$	$	$	$
Cuiyao Luo	CFO & major shareholder		~~363~~380,~~511~~091		359,662
Rudong Shi	Director		910,~~677~~058		9,597
Total			~~373~~390,~~188~~149		369,259

As of ~~August~~February 3128, ~~2025~~2026 Cuiyao Luo advanced $~~363~~380,~~511and~~091 and Rudong Shi advanced $910,~~677~~058 respectively to the Company as working capital ~~and~~ and to pay administrative expenses, which is unsecured, interest-free and payable on demand for working capital purpose.

Business transactions with related parties

As of ~~August~~February 3128, ~~2025~~2026 and ~~2024~~2025, the Company has business transactions with minority shareholders, below are the detail:

Name of Related Parties

Relationship with the Company

Nature of Revenue

As of August 31, 2025

As of August 31, 2024

Name of Related

Relationship with the

Nature of

As of February 28, 2026

As of February 28, 2025

Parties

Company

Revenue

Jinan Jieshun Vehicle Service Co., Ltd.and Jinan Jiehuiya Vehicle Service Co., Ltd.(1)

Controlled by ShenJie Guo, who owing 0.015% of Company equity

Brand name management fee

1622,~~424~~177

-27,259

Suzhou Tongxuan Vehicle Service Co., Ltd. (2)

Controlled by GenRong Zhang, who owing 0.015% of Company equity

Brand name management fee

16,~~511~~721

-32,711

Zhenzhou Maozuo Vehicle Service Co., Ltd. (3)

Controlled by WenZhen Guo, who owing 0.015% of Company equity

Brand name management fee

1622,~~424~~177

Changsha Shengqun Vehicle Service Co., Ltd.and Shaoyang Hengchao Vehicle Co., Ltd.(4)

Controlled by Zhongxin Lei, who owing 0.176% of Company equity

Brand name management fee

1622,~~424~~177

Lixuan Hongda Vehicle Service Co., Ltd. (5)

Controlled by Shiguo Wang, who owing 0.42% of Company equity

Brand name management fee

4,558

(1)	The original contract value is $96,953 or RMB700,000, consist of three contracts and contract term is one year. The contract periods are (a) Contract value RMB100,000, from May 2023 to May 2024; (b) Contract value RMB100,000, from August 2023 to August 2024 and (c) Contract value RMB500,000, from September 2024 to September 2025.
(2)	The original contract value is $69,252 or RMB500,000, the contract term is one year. The contract period is from August 2024 to August 2025.
(3)	The original contract value is $69,252 or RMB500,000, the contract term is one year. The contract period is from September 2024 to September 2025.
(4)	The original contract value is $83,102 or RMB600,000, consist of two contracts and contract term is one year. The contract periods are (a) Contract value RMB500,000, from September 2024 to September 2025 and (b) Contract value RMB100,000, from September 2023 to September 2024.
(5)	The original contract value is $60,665 or RMB438,000, consist of three contract and contract term is from one year to three years. The contract periods are (a) Contract value RMB100,000, from June 2021 to June 2024; (b) Contact value RMB300,000, from May 2023 to May 2024 and (c) Contract value RMB38,000, form March 2024 to March 2025.

NOTE 16. OPERATING LEASE

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

The following table provides a summary of leases as of ~~August~~February 3128, ~~2025~~2026 and May 31, 2025:

Assets/liabilities	Classification	~~August~~February 3128, ~~2025~~2026 $		May 31, 2025 $
Assets
Operating lease right-of-use assets	Operating lease assets		1132,~~766~~629		13,075
Liabilities
Current
Operating lease liability - current	Current operating lease liabilities		1217,~~275~~410		13,611
Long-term
Operating lease liability – net of current portion	Long-term operating lease liabilities		-15,938		-
Total lease liabilities			1233,~~275~~348		13,611

The operating lease expense for the ~~three~~nine months ended ~~August~~February 3128, ~~2025~~2026 and ~~2024~~2025 were as follows:

SCHEDULE OF OPERATING LEASE EXPENSE

		As of August 31,
		As of February 28,
Lease cost	Classification	~~2025~~2026		~~2024~~2025
		$		$
Operating lease cost	General and administrative Expenses		1549,~~585~~410		2058,~~491~~990

Maturities of operating lease liabilities as of ~~August~~February 3128, ~~2025~~2026 were as follows:

Maturity of Lease Liabilities	Operating Leases $
Remaining of 2026	~~12,183~~	17,729
2027		~~319~~16,064
2028		-
Total lease payments		1233,~~502~~793
Less: interest		(~~227~~445	)
Present value of lease payments		1233,~~275~~348

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

Maturity of Lease Liabilities	Operating Leases $
Remaining of 2026		13,707
2027		-
2028		-
Total lease payments		13,707
Less: interest		(96	)
Present value of lease payments		13,611

Supplemental information related to operating leases was as follows:

	For The Three Months Ended August 31,
	For The Three Months Ended February 28,
	2025			2024
	2026			2025
	$			$
Cash paid for amounts included in the measurement of lease liabilities		1516,~~338~~653			1918,~~644~~162
New operating lease assets obtained in exchange for operating lease liabilities		133,~~996~~583			~~14,075~~-
Weighted average remaining lease term		0.725 year			0.935 year
Weighted average discount rate		4.75	%		4.75	%

Amortization expense was $1548,~~338~~ 019 and $1959,~~644~~167 for the ~~three~~nine months ended ~~August~~February 3128, ~~2025~~2026 and ~~2024~~2025, respectively.

NOTE 17. INCOME TAXES

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.

British Virgin Island

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

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 period ended ~~August~~February 3128, ~~2025~~2026 and ~~2024~~2025, 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 China Corporate Income Tax Law (“CIT Law”) became effective on January 1, 2008. Under the CIT Law, China’s dual tax system for domestic enterprises and foreign investment enterprises (“FIEs”) was effectively replaced by a unified system. The new law establishes a tax rate of 25% for most enterprises. The Company’s VIE through which the majority of our business in China is applicable to this tax rate

The following table reconciles the PRC statutory rates to the Company’s effective tax rate for the three months ended ~~August~~February 3128, ~~2025~~ 2026 and ~~August 31~~2025, ~~2024,~~ respectively:

	For The Three Months Ended August 31,
	2026			2025
	2025			2024
	For The Three Months Ended February 28,
	2026			2025
	%			%
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 ~~August~~February 3128, ~~2025~~2026 and ~~August 31~~2025, ~~2024,~~ respectively are as follows:

SCHEDULE OF INCOME TAX EXPENSE

	For The Three Months Ended August 31,
	2026		2025
	2025		2024
	For The Three Months Ended February 28,
	2026		2025
	$		$
Current		-		~~(2,263~~-	)
Deferred		-		-
Income tax credit		-		(2,263	)
Income tax expense		-		-

	2026		2025
	For The Nine Months Ended February 28,
	2026		2025
	$		$
Current		-		(2,263	)
Deferred		-		37,017
Income tax expense		-		34,754

There is no income tax for the three months ended February 28, 2026 and 2025. Income tax credit $2,263 included income tax refund $3,475 from previous year and tax expenses $1,212 for the period ended August 31, 2025. Deferred income tax expense $37,017 was paid during the period ended November 30, 2025.

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

NOTE 18 SEGMENT INFORMATION

ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Company’s chief decision maker, who is the CEO in deciding how to allocate resources and assess performance.

Currently, the Company has three reportable business segments:

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

In the following table, revenue is disaggregated by reportable segments:

SCHEDULE OF DISAGGREGATION OF REVENUE

For the three months ended ~~August~~February 3128, ~~2025~~2026

	For The Three Months Ended August 31, 2025
	Brand Name Management Fees and Services Segment			Motor Oil & Auto Parts Segment			Exhaust Gas Cleaner and Others Segment			Total
	$			$			$			$
Revenue
Brand Name Management Fees and Services		661,~~878~~126			-			-			661,~~878~~126
Motor Oil & Auto Parts		-			24110,~~122~~356			-			24110,~~122~~356
Exhaust Gas Cleaners and Others		-			-			533,785			533,785
Total Revenue		661,~~878~~126			24110,~~122~~356			533,785			91145,~~005~~267
Cost of Goods Sold
Brand Name Management Fees and Services		-			-			-			-
Motor Oil & Auto Parts		-			(1665,~~038~~401	)		-			(1665,~~038~~401	)
Exhaust Gas Cleaners and Others		-			-			(69,723	)		(69,723	)
Total Cost of Goods Sold		-			(1665,~~038~~401	)		(69,723	)		(1675,~~044~~124	)
Gross Profit		661,~~878~~126			844,~~084~~955			(124,062	)		7470,~~961~~143
Operating Expenses
Selling and Distribution		(~~31,649~~732	)		(1171,~~415~~758	)		(221,969	)		(4394,~~066~~459	)
General and Administrative		(~~57,732~~580	)		(2056,~~823~~900	)		(417,420	)		(7874,~~559~~900	)
Total Operating Expenses		(891,~~381~~312	)		(32128,~~238~~658	)		(639,389	)		(~~121~~169,~~625~~359	)
Segment Loss from Operation		(~~22,503~~186	)		(2483,~~154~~703	)		(715,327	)		(4699,~~664~~216	)
Interest Income		2-			-2			-			2
Other Expenses		~~(84~~-	)		~~(30~~-	)		-			~~(114~~-	)
Segment Loss Before Income Tax		(~~22,585~~186	)		(2483,~~184~~701	)		(715,327	)		(4699,~~776~~214	)
Income Tax		-			-			-			-
Segment Loss Attributable to Shareholders		(~~22,585~~186	)		(2483,~~184~~701	)		(715,327	)		(4699,~~776~~214	)

For the three months ended ~~August~~February 3128, ~~2024~~2025

	For The Three Months Ended August 31, 2024
	Brand Name Management Fees and Services Segment			Motor Oil & Auto Parts Segment			Exhaust Gas Cleaner and Others Segment			Total
	$	$		$	$		$	$		$	$
Revenue
Brand Name Management Fees and Services		8560,~~018~~859			-			-			8560,~~018~~859
Motor Oil & Auto Parts		-			293,~~297~~682			-			293,~~297~~682
Exhaust Gas Cleaners and Others		-			-			67-			67-
Total Revenue		8560,~~018~~859			293,~~297~~682			67-			~~114~~64,~~382~~541
Cost of Goods Sold
Brand Name Management Fees and Services		-			-			-			-
Motor Oil & Auto Parts		-			(182,~~708~~443	)		-			(182,~~708~~443	)
Exhaust Gas Cleaners and Others		-			-			~~(665~~-	)		~~(665~~-	)
Total Cost of Goods Sold		-			(182,~~708~~443	)		~~(665~~-	)		(192,~~373~~443	)
Gross Profit		8560,~~018~~859			101,~~589~~239			~~(598~~-	)		9562,~~009~~098
Operating Expenses
Selling and Distribution		(4144,~~720~~098	)		(142,~~376~~668	)		~~(33~~-	)		(5646,~~129~~766	)
General and Administrative		(6175,~~356~~420	)		(214,~~143~~563	)		~~(48~~-	)		(8279,~~547~~983	)
Total Operating Expenses		(~~103~~119,~~076~~518	)		(357,~~519~~231	)		~~(81~~-	)		(~~138~~126,~~676~~749	)
Segment Loss from Operation		(1858,~~058~~659	)		(245,~~930~~992	)		~~(679~~-	)		(4364,~~667~~651	)
Interest Income		2			-			-			2
Other Expenses		~~(123~~10	)		~~(42~~1	)		-			~~(165~~11	)
Segment Loss Before Income Tax		(1858,~~179~~647	)		(245,~~972~~991	)		~~(679~~-	)		(4364,~~830~~638	)
Income Tax income		~~1,682~~-			~~580~~-			1-			~~2,263~~-
Segment Loss Attributable to Shareholders		(1658,~~497~~647	)		(245,~~392~~991	)		~~(678~~-	)		(4164,~~567~~638	)

NOTE 19 SHAREHOLDER EQUITY

The Company has authorized 490,000,000 common shares, par value $0.001. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought. As of ~~August~~February 3128, ~~2025~~2026 and May 31, 2025, there were 102,270,517 and 102,270,517, respectively, common shares issued and outstanding. There was no new share issued during the period ended February ~~August~~28, ~~31 2025~~2026.

NOTE 20. CONCENTRATION OF RISK

(a) Major Customers

For the three months and nine months ended ~~August~~February 3128, ~~2025~~2026 and ~~2024~~2025, the customers who accounted for 10% of total revenue are presented as follows:

	For The Three Months Ended August 31,				For The Three Months Ended August 31,
	For The Three Months Ended February 28,				For The Three Months Ended February 28,
	2025		2024		2025			2024
	2026		2025		2026			2025
	$	$	$	$	%	%		%	%
Jinan Jieshun Vehicle Service Co., Ltd.		~~16,424~~-		-16,198		~~18.0~~-	%		-25.1	%
Suzhou Tongxuan Vehicle Service Co., Ltd.		~~16,511~~-		-32,397		~~18.1~~-	%		-50.2	%
Zhengzhou Maozhuo Vehicle Service Co., Ltd.		16,424		-		18.0	%		-
Total		-		48,595.00		-			75.3	%
Changsha Shengqun Vehicle Service Co., Ltd.		16,424		-		18.0	%		-
Total		65,783		-		72.1	%		-

	For The Nine Months Ended February 28,				For The Nine Months Ended February 28,
	2026		2025		2026		2025
	$		$		%		%
Suzhou Tongxuan Vehicle Service Co., Ltd.		-		32,711		-		11.7	%
Total		-		32,711		-		11.7	%

(b) Major Suppliers

For the three months and nine months ended ~~August~~February 3128, ~~2025~~2026 and ~~2024~~2025, the vendors who accounted for 10% or more of the Company’s ~~cost~~total purchase ofcosts ~~revenue~~ are presented as follows:

	For The Three Months Ended August 31,				For The Three Months Ended August 31,
	For The Three Months Ended February 28,				For The Three Months Ended February 28,
	2025		2024		2025			2024
	2026		2025		2026			2025
	$	$	$	$	%	%		%	%
Foshanshi Yuansheng Blue Sea Automobile Technology Service Co., Ltd		1079,~~986~~227		~~28,688~~-		9396.86	%		~~148~~-	%
Guangzhou Kangtu Ecological Technology Co., Ltd.		680		-		5.8	%		-
Total		79,227		-		96.6	%		-
Total		11,666		28,688		99.6	%		148	%

	For The Nine Months Ended February 28,				For The Nine Months Ended February 28,
	2026		2025		2026			2025
	$		$		%			%
Foshanshi Yuansheng Blue Sea Automobile Technology Service Co., Ltd		107,997		60,817		95.0	%		59	%
Total		107,997		60,817		95.0	%		59	%

NOTE 21. SUBSEQUENT EVENT

In accordance with ASC 855-10, the Company has analyzed its operations subsequent to the ~~August~~February 3128, ~~2025~~2026 to the date these financial statements were issued and has determined that there is no other matter or circumstance arisen since ~~August~~February 3128, ~~2025~~2026, which has significantly affected the operations of the Company, the results of those operations, or the state of affairs of the Company in subsequent financial years.

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 Report for the period ended ~~August~~February 3128, ~~2025~~ 2026 and the condensed consolidated financial statements included in this Report. Except as required by applicable law, including the securities laws of the United States, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You are cautioned not to unduly rely on such forward-looking statements when evaluating the information presented in this Report.

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 August 31,						Quarter to Quarter Comparison
	For The Three Months Ended February 28,						Quarter to Quarter Comparison
	2025			2024			Increase/ (Decrease)
	2026			2025			Increase/ (Decrease)
	$			$			$
	(unaudited)	~~(unaudited)~~		(unaudited)	~~(unaudited)~~
Revenue		91145,~~005~~267			~~114~~64,~~382~~541			~~(23~~80,~~377~~726	)
Cost of Revenue		(1675,~~044~~124	)		(192,~~373~~443	)		3(72,~~329~~681	)
Gross Profit		7470,~~961~~143			9562,~~009~~098			~~(20~~8,~~048~~045	)
Selling and Distribution Expenses		(4394,~~066~~459	)		(5646,~~129~~766	)		13(47,~~063~~693	)
General and Administrative Expenses		(7874,~~559~~900	)		(8279,~~547~~983	)		35,~~988~~083
Loss from Operation		(4699,~~664~~216	)		(4364,~~667~~651	)		(234,~~997~~565	)
Interest Income		2			2			-
Other Expense		~~(114~~-	)		~~(165~~11	)		51(11	)
Loss before Income Taxes		(4699,~~776~~214	)		(4364,~~830~~638	)		(234,~~946~~576	)
Income Taxes Credit		-			2,263			(2,263	)
Income Taxes		-			-			-
Loss Attributable to Shareholders		(4699,~~776~~214	)		(4164,~~567~~638	)		(534,~~209~~576	)

Revenues

For the three months period ended ~~August~~February 3128, ~~2025~~2026, we generated total revenue of $91145,~~005~~267 that included brand name administrative fee $661,~~878~~126, motor oil and auto parts $24110,~~122~~356 and exhaust gas cleaner & others $533,785.

	For the Three Months Ended August 31,
	For The Three Months Ended February 28,
	2025		% of Net			2024		% of Net			Change
	2026		% of Net			2025		% of Net			Change
	$		Sales			$		Sales			$
Administrative fee of brand name		661,~~878~~126		730.57	%		8560,~~018~~859		7494.3	%		(1859,~~140~~733	)
Motor oil and auto parts		24110,~~122~~356		2676.50	%		293,~~297~~682		255.67	%		(5106,~~175~~674	)
Others		5		0.0	%		67		0.1	%		(62	)
Exhaust gas cleaner & others		33,785		23.3	%		-		-			33,785
Total		91145,~~005~~267		100	%		~~114~~64,~~382~~541		100	%		~~(23~~80,~~377~~726	)

Total revenues for three months ended ~~August~~February 3128, ~~2025~~2026 were $91145,~~005~~267 compared to $~~114~~64,~~382~~541 for the three months ended ~~August~~February 3128, ~~2024~~2025, which ~~decreased~~ increased by $1880,~~140~~726. Due to the ~~slow~~higher ~~market~~demand ~~activity~~during Chinese New Year Festival, ~~brand~~motor ~~name~~oil ~~administrative~~and ~~fee~~auto ~~decreased~~part increased by $18106,~~140~~674, ~~motor~~exhaust gas ~~oil~~cleaner ~~and~~& ~~auto~~other ~~parts~~increased by $533,~~175~~785 respectively, and ~~others~~ offset brand name administrative fee decreased by $6259,733.

The Company are engaging in trading of motor oil and auto parts to their third-party agents in China. Revenues from services consist of administrative of brand name and training fees. Payments of services are generally received before delivery the services.

Sales of Motor Oil and Auto Parts

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

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 ~~August~~February 3128, ~~2025~~2026 compared to three months ended ~~August~~February 3128, ~~2024~~2025.

	For The Three Months Ended August 31,
	For The Three Months Ended February 28,
	2025		2024		Change
	2026		2025		Change
	$		$		$
Motor oil and auto parts		1665,~~038~~401		182,~~708~~443		(262,~~670~~958	)
Others		6		665		(659	)
Exhaust gas cleaner & others		9,723		-		9,723
Total		1675,~~044~~124		192,~~373~~443		(372,~~329~~681	)

Cost of revenue for the three months ended ~~August~~February 3128, ~~2025~~2026 were $1675,~~044~~124 compared to $192,~~373~~443 as of ended ~~August~~February 3128, ~~2024~~2025, aan ~~decrement~~increment of $372,~~329~~681. Due to the ~~slow~~higher ~~market~~demand ~~activity~~during Chinese New Year Festival, motor oil and auto parts ~~decreased~~increased by $262,~~670~~958 and exhaust gas cleaner & others increased by $~~659~~9,723 respectively.

Gross Profit

Gross profit for the three months ended ~~August~~February 3128, ~~2025~~2026 is $7470,~~961~~143 compared to $9562,~~009~~098 as of ~~August~~February 3128, ~~2024~~2025, aan ~~decrement~~increment of $208,~~048~~045 is ~~mainly~~ mainly due to the ~~decrease~~increased of ~~revenue~~sales ~~from~~of ~~brand~~motor ~~name~~oil ~~administrative~~and ~~fee~~auto parts, exhaust gas cleaner & others and ~~sales~~decrease of ~~motor~~revenue ~~oil~~from ~~and~~brand name ~~auto~~administrative ~~parts~~fee.

Selling and Distribution Expenses

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

For three months ended ~~August~~February 3128, ~~2025~~2026 compared to three months ended ~~August~~February 3128, ~~2024~~2025:

	For The Three Months Ended August 31,
	For The Three Months Ended February 28,
	2025		% of Net			2024		% of Net			Change
	2026		% of Net			2025		% of Net			Change
	$		Sales			$		Sales			$
Selling and Distribution Expenses		4394,~~066~~459		4765.30	%		5646,~~129~~766		4972.15	%		~~(13~~47,~~063~~693	)

Selling and Distribution expenses for the three months ended ~~August~~February 3128, ~~2025~~2026 were $4394,~~066~~459 compared to $5646,~~129~~766 as of ~~August~~February 3128, ~~2024~~2025, aan ~~decrease~~increase of $1347,~~063~~693 is due to ~~decrease~~increase in ~~consultancy~~payroll ~~fees~~costs $1024,~~617~~325, ~~office~~sales ~~expenses~~commission $221,~~112~~711, transportation ~~expenses~~ $1,~~857~~893, ~~entertainment~~travelling expenses $~~688~~1,146, office ~~and~~expenses ~~offset~~$1,136, ~~increase~~consultancy infee ~~payroll costs~~ $1150,~~486,~~ ~~travelling~~other expenses $~~582~~636, and ~~others~~offset ~~$143.The~~with ~~decrease~~decreased in ~~selling~~promotion expenses $2,567 and ~~distribution~~entertainment expenses ~~is due to slow market activity~~$737.

General and Administrative Expenses

General and Administrative (G&A) expenses consist primarily of payroll costs, audit fee, consultancy fee, rental fee and other related expenses.

For three months ended ~~August~~February 3128, ~~2025~~2026 compared to three months ended ~~August~~February 3128, ~~2024~~2025:

	For The Three Months Ended August 31,
	For The Three Months Ended February 28,
	2025		% of Net			2024		% of Net			Change
	2026		% of Net			2025		% of Net			Change
	$		Sales			$		Sales			$
General and Administrative Expenses		7874,~~559~~900		8651.36	%		8279,~~547~~983		72123.29	%		(35,~~988~~083	)

G&A expenses for the three months ended ~~August~~February 3128, ~~2025~~2026 were $7874,~~559~~900 compared to $8279,~~547~~983 as of ~~August~~February 3128, ~~2024~~2025, a decrease of $35,~~988 was~~083 was primarily due to the decrease of ~~impairment~~payroll ~~of development~~ costs $14,~~588~~044, ~~rental~~stock written off $13,~~472~~632, ~~travelling~~consultancy ~~expenses~~fees $~~768~~993, ~~payroll~~travelling ~~costs~~expenses $~~703,~~550 ~~others $1,131~~ and offset with increase in ~~R&D~~entertainment expenses $1,~~674.~~588, ~~The~~office ~~decrease~~expenses in$1,138, ~~general~~rental ~~and~~$933, ~~administrative~~R&D expenses ~~is due~~$114 toand ~~slow~~other ~~market activity~~expenses $363.

Taxation

WeThere ~~recorded~~were anno income tax ofoccurred ~~$0 and tax refund $2,263~~ for the period ended ~~August~~February 3128, ~~2025~~2026 and ~~August 31, 2024, respectively~~2025.

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

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

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

Net Loss

Net loss $4699,~~776~~214 and $4164,~~567~~638 occurred for the three months ended ~~August~~February 3128, ~~2025~~2026 and ~~2024~~2025 respectively, due to the factors discussed above.

LIQUIDITY AND CAPITAL RESOURCES

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

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

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

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

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

	For The Three Months Ended August 31,					Quarter to Quarter
	For The Three Months Ended February 28,					Quarter to Quarter
	2025		2024			Comparison
	2026		2025			Comparison
	$		$			$
Cash Flows provided by operating activities		34,787		75,876			(41,089	)
Cash Flows provided by/(used in) operating activities		129,802		(395,784	)		525,586
Cash Flows used in investing activities		-		(13,~~617~~175	)		13,~~617~~175
Cash Flows provided by/(used in) financing activities.		3,849		(5,540	)		9,389
Cash Flows provided by financing activities.		3,524		394,584			(391,060	)
Effects on change in foreign exchange rate		~~573~~1,384		~~814~~4,218			(~~241~~2,834	)
Net Change in cash during period		39134,~~209~~710		~~69,533~~(157	)		~~(30~~134,~~324~~867	)

Operating Activities

Cash flow provided by operating activities is $129,802 for the ~~three~~nine months ended ~~August~~February 3128, ~~2025~~2026, ~~and~~as ~~2024~~compared isto cash flow used in operating activities $34395,~~787~~784 ~~and~~for ~~$75~~the nine months ended February 28,~~876~~ ~~respectively~~2025, reflecting a ~~decrease~~an increase of cash flow $41525,~~089~~586. The ~~decrease~~increase ~~in net cash provided by operating activities~~ is ~~mainly~~ due to net ~~decrease~~loss ~~cash~~decreased ~~flow~~by of$5,610, ~~accrued liabilities~~increased ~~and~~of ~~other~~advance ~~payables~~received $~~123~~390,~~879~~344, ~~prepayment,~~accrued ~~deposit~~liabilities and other ~~receivable~~payables $11143,~~470~~322, ~~net~~prepayments ~~loss increased by~~ $516,~~209~~689, ~~amortization~~ ofoperating ~~right-use~~lease ofliabilities ~~assets~~$9,757, inventory $48,~~306~~349, ~~impairment~~deposits ofand ~~intangible~~other ~~assets~~payables $1,~~588~~034, ~~depreciation~~and ~~$17,~~ offset ~~increased~~ cash ~~flow~~outflow of ~~advance~~accounts ~~received~~payable $7432,~~961~~344, ~~inventory~~amortization of right-use of assets $188,~~612~~810, ~~operating~~income ~~lease~~tax ~~liabilities~~refund $43,~~906~~475, ~~accounts~~impairment ~~payable~~of intangible assets $43,~~634~~180, ~~and~~ accounts receivable $21,~~267~~209, and depreciation $501.

Investing Activities

Cash flow used in investing activities is $0 for the ~~three~~nine months ended ~~August~~February 3128, ~~2025,~~2026 as compared to $13,~~617~~175 for the ~~three~~nine months ended ~~August~~ 31February 28, ~~2023~~2025, reflecting an increase of cash flow $13,~~617~~175. The increase is due to ~~decrease~~no of investment in development costs $1incurred in the nine months ended February 28,~~617~~ 2026.

Financing Activities

Cash flow provided by financing activities is $3,~~849~~524 ~~for~~and ~~the three months ended August 31, 2025, compared to used in financing activities~~ $5394,~~540~~584 for the ~~three~~nine months ended ~~August~~February 3128, ~~2024~~2026 and 2025 respectively, reflecting a andecrease ~~increase~~ of cash flow $9391,~~389~~060. The ~~increase~~decrease in net cash provided by financing activities was mainly due to ~~increase~~decrease in ~~advance~~proceeds from share issuance $369,728 and advances from related ~~party~~parties $921,~~389~~332.

The majority of the Company’s revenues and expenses were denominated primarily in Renminbi (“RMB”), the currency of the People’s Republic of China. There is no assurance that exchange rates between the RMB and the U.S. Dollar will remain stable. Inflation has not had a material impact on the Company’s business.

COMMITMENTS AND CONTINGENCIES

Contractual Obligations

Our contractual obligations as of ~~August~~February 3128, ~~2025~~2026 are as follows:

Payments due by period

Operating leases

Total

Less than 1 year

1-3 years

More than 3 years

Total

1233,~~275~~793

1217,~~275~~729

-16,064

A provision of $84,~~151~~464 is provided, where the Company has a business dispute with a customer, and no legal action is taken against us.

Other than as shown above, we did not have any significant capital and other commitments, long-term obligations or guarantees as of ~~August~~February 3128, ~~2025~~2026.

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 conducted an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. The term “disclosure controls and procedures”, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended (“Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures also include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded as of period ended ~~August~~November 3130, 2025, that our disclosure controls and procedures were not effective.

The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were:

(1) lack of well-established procedures to identify, approve and review related party transactions;

(2) Inadequate design of controls related to business combination transactions accounting given the accounting complexities of business combinations, including, but not limited to, lack of mindset and methods to assess the value of the business prior to acquisition, inadequate process to determine the purchase price, lack of professional understanding to determine when the control of the business acquired is transferred or when the transaction is completed, and inability to make the appropriate disclosure; and

(3) the Board does not have a director who qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K.

Changes in Internal Control over Financial Reporting:

Management concluded that the internal control over financial reporting was not effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

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

PART II - OTHER INFORMATION

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)

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.~~	CXJ Group Co., Ltd.
	~~(Name of Registrant)~~	(Name of Registrant)
Date: October 20, 2025
Date:	April 10, 2026
	~~By:~~	~~/s/ Lixin Cai~~By:	/s/ Lixin Cai
	~~Title:~~	~~Chief Executive Officer and Director (Principal Executive Officer)~~Title:	Chief Executive Officer and Director (Principal Executive Officer)
	~~By:~~	~~/s/ Cuiyao Luo~~By:	/s/ Cuiyao Luo
	~~Title:~~	~~Chief Financial Officer~~Title:	Chief Financial Officer
Date: October 20, 2025
Date:	April 10, 2026

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