false FY --05-31 0001823635

 2022-06-09

 2024-01-03

 srt: DirectorMember

 srt: DirectorMember

 srt: DirectorMember

 srt: DirectorMember

 us-gaap: SeriesAPreferredStockMember
 ECXJ:XinruiWangMember

 2019-06-17
 2019-06-18

 ECXJ:XinruiWangMember

 2019-06-17
 2019-06-18

 2019-07-11
 2019-07-12

 2019-07-12

 ECXJ:StockPurchaseAgreementMember
 ECXJ:WenbinMaoAndBaiwanNiuMember

 2019-10-02
 2019-10-04

 ECXJ:StockPurchaseAgreementMember
 ECXJ:XinruiWangWenbinMaoAndBaiwanNiuMember

 2019-10-07
 2019-10-08

 ECXJ:XinruiWangWenbinMaoAndBaiwanNiuMember
 us-gaap: PreferredStockMember

 2019-10-07
 2019-10-08

 ECXJ:XinruiWangWenbinMaoAndBaiwanNiuMember

 2019-10-07
 2019-10-08

 ECXJ:ShareExchangeAgreementMember

 2020-05-27

 ECXJ:CXJInvestmentGroupCompanyLtdmMember

 ECXJ:CXJInvestmentGroupCompanyLtdmMember

 ECXJ:CXJSHENZHENTECHNOLOGYCOLTDMember

 ECXJ:CXJSHENZHENTECHNOLOGYCOLTDMember

 ECXJ:CXJTECHNOLOGYHANGZHOUCOLTDMember

 ECXJ:CXJTECHNOLOGYHANGZHOUCOLTDMember

 ECXJ:PeriodEndChineseYuanRenminbiMember

 ECXJ:PeriodEndChineseYuanRenminbiMember

 ECXJ:PeriodAverageYuanRenminbiMember

 ECXJ:PeriodAverageYuanRenminbiMember

 ECXJ:PeriodEndHongKongDollarMember

 ECXJ:PeriodEndHongKongDollarMember

 ECXJ:PeriodAverageHongKongDollarMember

 ECXJ:PeriodAverageHongKongDollarMember

 us-gaap: OfficeEquipmentMember

 us-gaap: LeaseholdImprovementsMember

 ECXJ:ShortTermBorrowingMember

 ECXJ:StaffAdvancesMember

 ECXJ:ShortTermBorrowingsMember

 ECXJ:RestatedMember

 ECXJ:StaffAdvancesMember

 ECXJ:ShortTermBorrowingsMember

 ECXJ:StaffMember

 us-gaap: ThirdPartyPayorMember

 us-gaap: ThirdPartyPayorMember

 2022-07-01
 2022-07-31

 us-gaap: ThirdPartyPayorMember

 2022-08-01
 2022-08-31

 us-gaap: ComputerSoftwareIntangibleAssetMember

 us-gaap: ComputerSoftwareIntangibleAssetMember

 srt: ScenarioPreviouslyReportedMember

 country: HK

 country: HK

 country: CN

 us-gaap: StateAndLocalJurisdictionMember
 us-gaap: StateAdministrationOfTaxationChinaMember

 2019-01-17
 2019-01-17

 country: US

 country: US

 country: SC

 country: SC

 country: CN

 ECXJ:BrandNameManagementFeesMember

 ECXJ:SalesAndGoodsAndServicesMember

 ECXJ:NewCharlesTechnologyGroupLimitedMember

 ECXJ:NewCharlesTechnologyGroupLimitedMember

 ECXJ:CuiyaoLuoMember

 ECXJ:CuiyaoLuoMember

 ECXJ:ShenzhenBaiWenEnterpriseManagementConsultancyCoLtdMember

 ECXJ:ShenzhenBaiWenEnterpriseManagementConsultancyCoLtdMember

 ECXJ:NewCharlesTechnologyGroupLimitedMember

 2019-06-02

 ECXJ:LongkouXianganfuTradingCompanyLimitedMember
 us-gaap: SubsequentEventMember

 2022-11-04

 us-gaap: SubsequentEventMember

 2023-07-31

 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

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

 For
the fiscal years ended May 31, 2022 and 2021 (as restated)

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 other jurisdiction of

 (I.R.S.
 Employer

 incorporation
 or organization)

 Identification
 Number)

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

 Jianggan
District, Hangzhou City,

 Zhejiang
Province, Peoples Republic of China, 310026

 (Address
of principal executive office and zip code)

 (86) 186 6817 5727

 (Registrant's
telephone number, including area code)

 Securities
registered pursuant to Section 12(b) of the Act: None

 Securities
registered pursuant to Section 12(g) of the Act: Common stock, par value $0.001 per share

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

 Yes
 No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

 Yes
 No

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 issuer was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.

 Yes
 No

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).

 Yes
 No

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

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
 filer

 Smaller
 reporting company

 Emerging
 growth company

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

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 Yes
 No

 The
aggregate market value of the voting and non-voting common equity held by non-affiliates was approximately $ 3,116,333, computed by reference
to the price at which the common equity was last sold, as of June 9, 2022.

 APPLICABLE
ONLY TO CORPORATE ISSUERS:

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

 Class

 Outstanding
 at January 3, 2024

 Common
 Stock, $.001 par value

 101,710,517

 TABLE
OF CONTENTS

 Cautionary Notes Regarding Forward-Looking Statements

 ITEM

 Business

 ITEM
 1A

 Risk Factors

 ITEM
 1B

 Unresolved Staff Comments

 ITEM

 Properties

 ITEM

 Legal Proceedings

 ITEM

 Mine Safety Disclosures

 ITEM

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 ITEM

 Selected Financial Data

 ITEM

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 ITEM
 7A

 Quantitative and Qualitative Disclosures about Market Risk

 ITEM

 Financial Statements and Supplementary Data

 ITEM

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 ITEM
 9A

 Controls and Procedures

 ITEM
 9B

 Other Information

 ITEM

 Directors, Executive Officers and Corporate Governance

 ITEM

 Executive Compensation

 ITEM

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 ITEM

 Certain Relationships and Related Transactions, and Director Independence

 ITEM

 Principal Accounting Fees and Services

 PART
 IV

 ITEM

 Exhibits and Financial Statement Schedules

 ITEM

 Form 10-K Summary

 EXPLANATORY
NOTE

 Unless
the context requires otherwise, references to "Company," "ECXJ," "we," "us" and "our"
are to CXJ Group Co., Limited.

 Financial
Information Included in this 10-K

 This
is the first Annual Report filed by the Company after the original filed 10-K for fiscal year ended May 31, 2021, filed on October 4,
2021,with the Securities and Exchange Commission(" the SEC or Commission"). Readers should be aware that several aspects
of this report differ from previous Annual Reports on Form 10-K, as it covers two annual years of the Company. This Annual Report on
Form 10-K for the year ended May 31, 2022, also contains our audited Consolidated Financial Statements for the years ended May 31, 2021
(as restated), which have being restated hereby.

 We
have not filed and do not intend to file an amendment to any of our previously filed Annual Report on Form 10-K for the fiscal years
ended prior to May 31, 2021.

 CAUTIONARY
NOTES REGARDING FORWARD-LOOKING STATEMENTS

 This
annual report on Form 10-K ("Annual Report") contains forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). These forward-looking statements are not historical facts but rather are based on current expectations,
estimates and projections. We may use words such as "anticipate," "expect," "intend," "plan,"
"believe," "foresee," "estimate" and variations of these words and similar expressions to identify
forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties
and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially
from those expressed or forecasted. These risks and uncertainties include the following:

 the
 availability and adequacy of working capital to meet our requirements;

 the
 consummation of any potential acquisitions;

 actions
 taken or omitted to be taken by legislative, regulatory, judicial and other governmental authorities;

 changes
 in our business strategy or development plans;

 our
 ability to continue as a going concern;

 the
 availability of additional capital to support capital improvements and development;

 our
 ability to address and as necessary adapt to changes in foreign, cultural, economic, political and financial market conditions which
 could impair our future operations and financial performance (including, without limitation, the changes resulting from the global
 novel coronavirus outbreak of 2019-2021 in China and around the world);

 other
 risks identified in this report and in our other filings with the Securities and Exchange Commission (the "SEC"); and

 the
 availability of new business opportunities.

 This
Annual Report on Form 10-K should be read completely and with the understanding that actual future results may be materially different
from what we expect. The forward-looking statements included in this Annual Report on Form 10-K are made as of the date of this Annual
Report on Form 10-K and should be evaluated with consideration of any changes occurring after the date of this Annual Report on Form
10-K. We will not update forward-looking statements even though our situation may change in the future and we assume no obligation to
update any forward-looking statements, whether as a result of new information, future events or otherwise.

 Except
as otherwise indicated by the context hereof, references in this report to "Company," "ECXJ," "we,"
"us" and "our" are to CXJ Group Co., Limited. All references to "USD" or U.S. Dollars (US$) are to
the legal currency of the United States of America. All references to "RMB" are to the legal currency of People's Republic
of China.

 PART
I

 Item
1. Business

 Overview

 We
are an automobile aftermarket products wholesaler, as well as an auto detailing store consultancy company. Our business mainly divided
into three sectors, namely sales of automobile aftermarket products, authorization fee on our brand name "Chejiangling / Teenage
Hero Car" and provision of auto detailing store consultancy services.

 We
provide consultancy services to our customers, who are auto detailing store owners or persons who are going to start the stores. Our
customer will use our brand name "Chejiangling / Teenage Hero Car" for their auto detailing stores. We will provide professional
training and guidelines to our customers for standardizing their stores, in terms of their products and services, store decorations,
operating procedures, etc. We will also provide training to the store employees to ensure they provide standardize and professional services
to the end customers. We have also developed an enterprise resource planning system (ERP) for our customers. The ERP system can allow
information management (from both PC and mobile device) and daily operation of the stores, increasing the efficiency of store management.

 Our
customer can sell our star product, NOVATE, a fully synthetic motor oil, and Ksoncar or X-Line, an automobile exhaust cleaner, in their
auto detailing stores. With our star product and the brand name effect, end customers will be attracted to visitour customers'
store and enjoy other professional services provided by our customers, including automobile detailing services, automobile engine system
maintenance, air conditioning system cleaning and maintenance, braking system maintenance and transmission system maintenance. More information
can be found in the sections of "Sale and services" and "Customer".

 All
our customers' auto detailing stores are located within three kilometers or 10 minutes drives from the residential area, we target
our brand "Chejiangling / Teenage Hero Car" can become popular and recognized as "neighbor auto detailing stores".

 As
of May 31, 2022, we have set up 261 auto detailing stores with our customers with our brand name, the store network has reached 23 provinces
and 132 cities in China. We aim to open 700 stores with our customers across China in the future.

 Corporate
History and Structure

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

 On
March 04, 2019, the eight judicial District Court of Nevada appointed Custodian Ventures, LLC as custodian for the Company, proper notice
having been given to the officers and directors of Global Entertainment Corporation. There was no opposition.

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

 On
June 21, 2019, Lixin Cai was appointed act as the new President, CEO, Secretary and Chairman of the Board of Directors of the Company.
On June 21, 2019, Cuiyao Luo was appointed act as the new CFO,

 Treasurer
and Member of the Board of Directors of the Company. On September 30, 2019, the Company appointed three more members to the Board of
Directors of the Company, and they are Xinrui Wang, Wenbin Mao and Baiwan Niu.

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

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

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

 ECXJ,
through its wholly owned subsidiary, CXJ and its subsidiaries and the VIE own and operate an active automobiles products trading and
services business in the People's Republic of China. Our business is supporting our alliance with products and technical services
enable them to service consumers in China.

 The
following diagram illustrates our corporate structure as of the date of this Annual Report.

 Recent
Developments

 Coronavirus
(COVID-19) Update

 All
our and the VIEs' offices are located in the PRC and operations are subject to the risks of coronavirus outbreak starting from
early 2020. The WHO declared the outbreak as a Public Health Emergency of International Concern (PHEIC) on January 30, 2020 and
further characterized COVID-19 as a pandemic on March 11, 2020. The outbreak has caused and may continue to cause disruption
to regional and national economic activities and temporary closure of stores and business facilities, which can affect customer activities
in the affected areas and, therefore, reduce demand for our and the VIEs' products. The outbreak has also resulted in disruptions
to our and the VIEs' business. Specifically, our automotive aftermarket products trading and authorised stores' operations
for a certain period in 2020 when lock-down measures were postponed. We are uncertain as to when the outbreak will be contained,
and we also cannot predict if the impact will be short-lived or long-lasting. The impact of the COVID-19 outbreak on the local
and national economies and on the industries in which we and the VIEs and our and the VIEs' major customers operate could materially
and adversely affect our and the VIEs' business operations and financial condition. Any adverse effects on our and the VIEs'
major customers could impact their demand for our and the VIEs' services or their ability to settle our and the VIEs' outstanding
trade receivables. If the outbreak is not effectively controlled in a short period of time, the business, financial condition, results
of operations and prospects of us and the VIEs may be adversely affected as a result of the changes and any slowdown in economic growth,
negative business sentiment or other factors that we cannot foresee.

 After
the second quarter of 2020, the COVID outbreak in China has gradually been controlled. Our business has also returned to normal operations,
although management assessed that our results of operations had been negatively impacted for the year. COVID-19 could adversely affect
our business and results of operations in 2023 if any COVID resurgence causes significant disruptions to our operations or the business
of our supply chain, logistics and service providers. We cannot predict the severity and duration of the impact from such resurgence,
if any. If any new outbreak of COVID-19 is not effectively and timely controlled, or if government responses to outbreaks or potential
outbreaks are severe or long-lasting, our business operations and financial condition may be materially and adversely affected as a result
of the deteriorating market outlook, the slowdown in regional and national economic growth, weakened liquidity and financial condition
of our customers or other factors that we cannot foresee. Any of these factors and other factors beyond our control could have an adverse
effect on the overall business environment, cause uncertainties in the regions where we conduct business, and could materially and adversely
impact our business, financial condition and results of operations.

 Business
Plan

 Our
business plan is to extend our market share through acquiring quality businesses in the Automotive aftermarket industries, in order to
increase our customer base and supply channels, as well as to acquire more skilled employees and business connections in the industries.
We plan to further develop our online and offline marketing platform and internal enterprise resource planning system (ERP) by engaging
an external IT company during 2023.

 We
consider the following factors when evaluating quality acquisition targets: (i) costs involved in an acquisition; (ii) financial performance
of the target; (iii) the reputation of the target in its industry; (iv) the target's existing customer base; (v) the target's
supplier network; (vi) the expertise and experience of the target's management and employees; and (vii) the inventory condition
of the target.

 Our
management believes that successful acquisitions will bring synergies to our business and enhance our shareholders' value.

 Our
Strategies:

 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.

 We
 plan to continue to solidify our relationships with our existing suppliers as well as identifying new suppliers.

 We
 plan to strengthen our corporate image by increasing marketing and promotion efforts.

 We
 plan to attract, motivate and retain high-quality talent.

 We
 will continue to expand and explore additional services and products to enrich our one-stop services to our customers.

 Our
Business, Products and Product Distribution

 We
sell a variety of Automotive aftermarket products, such as engine/machine oil, anti-icing fluid and auto parts. Currently
we sell about two different brands of engine/machine oil, most of which are imported from Germany and Malaysia, and the auto parts purchased
from domestic, currently we have 259 SKU of auto parts.

 We
have put significant efforts in developing and promoting our brand name in different regions of China. Our products are mainly sold to
4S repair shops.

 We
have cultivated business relationships and achieved recognition with different organizations over the years, which have improved our
business and management efficacy. We have been a member of China Chain Store and Franchise Association since 2022.

 Our
Automotive aftermarket product management office is located in Hangzhou City. We lease the building which has over 270 square meters.
It includes supply chain, support center, operation center, human resource and finance departments. The warehouse is also located in
Hangzhou City with over 400 square meters. As of May 31, 2022, the Company has total three separate operating lease agreements for two
office space and one warehouse in PRC with remaining lease terms of from 5 months to 12 months. The Company indicated to continue to
keep the facilities.

 We
have developed an enterprise resource planning system (ERP) for our customers. The ERP system can allow information management (from
both PC and mobile device) and daily operation of the stores, increasing the efficiency of store management. Most of our agents ordered
from this platform.

 Our
customers

 Our
customers refer to all auto detailing store owners or persons who are going to start the stores.

 Our
customers are authorized to operate the auto detailing stores under our brand name "Chejiangling / Teenage Hero Car" and
sell our product Ksoncar in their stores. Our customers have to be fulfilled several criterions before using our brand name, including
the location of their stores, services they provided, etc. Our customers must provide respective automobile services according to their
store types and scales, including automobile detailing services, automobile engine system maintenance, air conditioning system cleaning
and maintenance, braking system maintenance and transmission system maintenance.

 We
standardize the stores and require our customers to provide standard and professional services to the end customers. The premium experience
of visiting the stores will enhance our brand name "Chejiangling / Teenage Hero Car", and hence attract more customers to
join our network of auto detailing stores.

 Marketing
plan

 Our
marketing plan primarily focused upon our efforts to attract customers in China. In the coming years, and subsequently, we intend to
make efforts to expand throughout the Southeast Asia, especially in Malaysia. Accordingly, we anticipate spending a substantial amount
in marketing and advertising in the coming years.

 While
our marketing plans have not yet been determined in full, we do have tentative plans to penetrate the marketplace and attract customers
by building our brand image through print advertisements, and possibly online paid advertisements to create brand awareness. We plan
to develop a corporate website, although we do not have any definitive timeline in place to do so, which will introduce the benefits
to our prospective clients. We intend to market our products through this corporate website and utilize search engine marketing to improve
the number of sub-distributors and consumers who can find and view our future website.

 The
global presence social media has provided is an invaluable resource. As we begin to grow, create brand awareness and expand our operations
to South East Asia, especially in Malaysia, we intend to use social media to reach and engage additional sub-distributors and customers.
We intend to create social media pages, on platforms such as Weibo, Twitter, Instagram and Facebook, in the future in order to promote
our products to overseas markets. However, we do not have any definitive plans for how we will manage or grow our social media presence
at this time.

 All
of the above marketing plans have not yet been determined in sufficient detail to outline at this time and remain under development.
Our support center will continue to launch new marketing plans, to help the authorized agents to further develop the customers and achieve
the growth of the company's sales scale.

 Competition

 Although
there are numerous alternative brands, we intend to distinguish ourselves by creating a strong relationship with our customers. We believe
that we will have competitive strengths that will allow us to effectively compete in this market. It is our intention to create competitive
strengths via our future pricing model and the quality of our products and network of stores.

 Our
partners are also important for our marketing, the local resources held by our alliance combine with our mature management and technical
support can create huge value and great service for consumers, so we are confident about our advantage for both of our services and products,
with more and more club set up in most of the city, our business will become a automobile living cycle focus on automobile aftermarket
services.

 We
believe that our products and services can attract new customers while keeping our current customers satisfied.

 Government
Regulations

 We
operate our business in China under a legal regime consisting of the National People's Congress, which is the country's highest
legislative body; the State Council, which is the highest authority of the executive branch of the PRC central government; and several
ministries and agencies under its authority, including the Ministry of Industry and Information Technology, State Administration For
Industry & Commerce, State Administration of Taxation and their respective local offices.

 REGULATIONS
RELATING TO COMMERCIAL FRANCHISING

 Pursuant
to the Regulations on the Administration of Commercial Franchising,
or the Franchising Regulations, which took effect on 1 May 2007, commercial franchising refers to the business activities where a franchisor,
being an enterprise possessing registered trademarks, corporate logos, patents, proprietary technology, or other business resources,
licences through contracts its business resources to the franchisees, being other business operators, and the franchisees carry out business
operation under a uniform business model and

 pay
franchising fees to the franchisor pursuant to the contracts. The Franchising Regulations requires that any enterprise engaging in trans-provincial
franchise business shall register with the Ministry of Commerce, and any enterprise engaging in franchise business within one province
shall register with the provincial counterpart of the Ministry of Commerce. The Franchising Regulations also set forth a number of requirements
for the franchisors and to govern the franchise agreements. For example, the franchisors and franchisees are required to enter into franchising
agreements containing certain required terms, and the franchise term thereunder shall be no less than three years unless otherwise agreed
by the franchisee.

 On
12 December 2011, the Ministry of Commerce promulgated the Administrative Measures for the Filing of Commercial Franchisees (),
which took effect on 1 February 2012 and sets forth in detail the procedures and documents required for such filing, including, among
other things, within 15 days after executing the first franchise agreement, the franchisor shall file with the Ministry of Commerce or
its local counterparts for record, and if there occurs any change to the franchisor's business registration, business resources,
and the franchisee store network throughout China, the franchisor shall apply to the Ministry of Commerce for alteration within 30 days
after the occurrence of such change. Furthermore, within the first quarter of each year, the franchisor shall report the execution, revocation,
termination, and renewal of the franchise agreements occurring in the previous year to the Ministry of Commerce or its local counterparts,
the failure of which may subject the franchisor to an order of rectification and a fine up to RMB50,000. Furthermore, the franchisor
is required to implement information disclosure system. The Administrative Measures on the Information Disclosure of Commercial Franchising
, which took effect on
1 April 2012, provides a list of information that the franchisor shall disclose to franchisees in writing at least 30 days prior to the
execution of the franchising agreements.

 Regulations
on Hazardous Chemicals

 According
to the Work Safety Law of the PRC,
which was promulgated by the SCNPC in 2002 and was latest amended in June 2021, where dangerous goods are to be manufactured, sold, transported,
stored, used or to be disposed of or scrapped, business operators shall abide by relevant laws and regulations, as well as the national
standards or industrial specifications, establish a special system for safety control, adopt reliable safety measures, and subject themselves
to supervision and control by the competent departments in accordance with law. The Regulation on the Safety Administration of Hazardous
Chemicals, which
was promulgated by the State Council and latest amended in 2013, has further stipulates that enterprises using hazardous chemicals shall,
in accordance with the types and hazard characteristics of the used hazardous chemicals as well as the amount and mode of use, establish
and perfect the safety administration regulations and safety operating rules for the use of hazardous chemicals so as to guarantee the
safe use of hazardous chemicals, and shall comply with the provisions of laws and regulations regarding the storage hazardous chemicals.
Enterprise fails to comply with such regulatory requirements shall be ordered to rectify, to suspend business operations, be imposed
fines, or even has its permits or business licence be revoked by the relevant government authorities.

 Pursuant
to the Regulation on the Safety Administration of Hazardous Chemicals, enterprises engaging in road transportation of hazardous chemicals
shall, according to the provisions of the laws and administrative regulations concerning road transportation, obtain the permits for
road transportation of dangerous goods, and go through the registration formalities with the administration for industry and commerce.
The Regulations on Governing the Road Transportation of Dangerous Goods which
was promulgated by the Ministry of Transport in 1993, latest amended in 2019, has further stipulates where a shipper entrusts an entity
that has not obtained a permit for road transportation of dangerous goods in accordance with the law to carry dangerous chemicals, it
shall be ordered to make corrections by the competent road transport administrative authority at or above the county level and shall
be imposed a fine ranging from RMB100,000 to RMB200,000.

 Regulations
on Disposal of Hazardous Waste

 Pursuant
to the Law on the Prevention and Control of Environmental Pollution Caused by Solid Waste,
which was promulgated by the SCNPC in 1995 and was latest amended on 1 September 2020, entities generating hazardous waste shall store,
utilise and dispose hazardous waste according to the relevant requirements of the state and environmental protection standards, and shall
not dump or pile up hazardous waste without authorisation. Furthermore, it is forbidden to entrust hazardous waste to entities without
a permit for disposal, or else the competent ecological and environmental authorities shall order it to make rectification, impose fines,
confiscate illegal gains, and in serious circumstance, order it to suspend business or close down upon the approval of the government
authorities.

 Intellectual
Property

 We
rely on a combination of patents, copyrights, trademarks and trade secret laws and restrictions on disclosure to protect our intellectual
property rights. We own copyrights to the Automotive aftermarket product content and software we developed in-house. We also own copyrights
to the automotive aftermarket content we commission third parties to develop for us. As of May 31, 2022, we had 102 registered trademarks,
5 patents, 14 registered software copyrights and 3 registered works copyrights with the PRC State Copyright Bureau, and 3 registered
domain names.

 Despite
our efforts to protect ourselves from infringement or misappropriation of our intellectual property rights, unauthorized parties may
attempt to copy or otherwise obtain and use our intellectual property. In the event of a successful claim of infringement and our
failure or inability to develop non-infringing intellectual property or license the infringed or similar intellectual property
on a timely basis, our business could be harmed. See "Risk Factors — Risks Related to Our Business and
Industry — We may from time to time be subject to infringement claims relating to intellectual properties of third
parties." and "Risk Factors — If we fail to protect our intellectual property rights, our brand and
business may suffer" in this document for details. During the two years ended May 31, 2022, we were not a party to any
material disputes relating to intellectual property infringement or misappropriation.

 Employees

 As
of May 31, 2022, the Company had 33 employees, all of which were on a full-time basis. The following table sets forth the number of our
full-time employees categorized by function as of May 31, 2022:

 Function

 Number of Employees

 Finance

 Operation center

 IT and Engineering

 General and Administrative

 Supply Chain

 Total

 There
are 29 employees are based in Hangzhou and 4 employees are based in Shenzhen respectively, where our operations are located.

 As
required by PRC regulations, we participate in various government statutory employee benefit plans, including social insurance funds,
namely a pension contribution plan, a medical insurance plan, an unemployment insurance plan, a work-related injury insurance plan, a
maternity insurance plan and a housing provident fund. We are required under PRC law to make contributions to employee benefit plans
at specified percentages of the salaries, bonuses and certain allowances of our employees, up to a maximum amount specified by the local
government from time to time. We have not made adequate employee benefit payments, and may be required to make up the contributions for
these plans as well as to pay late fees and fines.

 We
believe that we maintain a good working relationship with our employees, and we have not experienced any major labor disputes.

 Available
Information

 Our
Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to reports filed pursuant to
Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended (the

 "Exchange
Act"), are filed with the Securities and Exchange Commission (the "SEC"). The SEC maintains an internet site that contains
reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov.
The foregoing website addresses are provided as inactive textual references only. We periodically provide other information for investors
on our corporate website. This includes press releases and other information about financial performance and information on corporate
governance. The information contained on the websites referenced in this Form 10-K is not part of this report and is not incorporated
by reference into this filing.

 Item
1A. Risk Factors

 You
should carefully consider the risks described below and elsewhere in this Annual Report, which could materially and adversely affect
our business, results of operations or financial condition. Our business faces significant risks and the risks described below may not
be the only risks we face. Additional risks not presently known to us or that we currently believe are immaterial may materially affect
our business, results of operations, or financial condition. If any of these risks occur, the trading price of our common stock could
be decline and you may lose all or part of your investment.

 Risks
associated with doing business in China

 Trading
in our securities may be prohibited under the Holding Foreign Companies Accountable Act if the PCAOB determines that it cannot inspect
or investigate completed our auditors for three consecutive years beginning in 2021, or for two consecutive years if the Accelerating
Holding Foreign Companies Accountable Act or the America COMPETES Act becomes law.

 The
Holding Foreign Companies Accountable Act, or the HFCA Act, was enacted on December 18, 2020. In accordance with the HFCA Act, trading
in securities of any registrant on a national securities exchange or in the over-the-counter trading market in the United States
may be prohibited if the PCAOB determines that it cannot inspect or fully investigate the registrant's auditor for three consecutive
years beginning in 2021, and, as a result, an exchange may determine to delist the securities of such registrant. On November 5,
2021, the SEC adopted the PCAOB rule to implement HFCA Act, which provides a framework for the PCAOB to determine whether it is unable
to inspect or investigate completely registered public accounting firms located in a foreign jurisdiction because of a position taken
by one or more authorities in that jurisdiction. On December 16, 2021 the PCAOB issued its determinations (the "PCAOB Determination")
that they are unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in mainland China
and in Hong Kong. The Determination includes lists of public accounting firms headquartered in mainland China and Hong Kong that the
Board is unable to inspect or investigate completely. Our auditor is not currently on such lists.

 Our
current auditor, Zhen Hui Certified Public Accountants, an independent registered public accounting firm that is headquartered in Hong
Kong, is a firm registered with the U.S. Public Company Accounting Oversight Board (the "PCAOB"). Although we believe that
the Holding Foreign Companies Accountable Act and the related regulations do not currently affect us, we cannot assure you that there
will not be any further implementations and interpretations of or amendments to the Holding Foreign Companies Accountable Act or the
related regulations, which might pose regulatory risks to and impose restrictions on us because of our operations in mainland China.
A potential consequence is that our securities are delisted by the exchange on which our securities are listed

 On
March 24, 2021, the SEC adopted interim final rules relating to the implementation of certain disclosure and documentation requirements
of the HFCA Act. We will be required to comply with these rules if the SEC identifies us as having a "non-inspection" year
under a process to be subsequently established by the SEC. The SEC is assessing how to implement other requirements of the HFCA Act,
including the listing and trading prohibition requirements described above.

 On
June 22, 2021, the U.S. Senate passed a bill which, if passed by the U.S. House of Representatives and signed into law, would
reduce the number of consecutive non-inspection years required for triggering the prohibitions under the HFCA Act from three years
to two.

 On
December 2, 2021, the SEC issued amendments to finalize rules implementing the submission and disclosure requirements in the HFCAA. The
rules apply to registrants that the SEC identifies as having filed an annual report with an audit report issued by a registered public
accounting firm that is located in a foreign jurisdiction and that PCAOB is unable to inspect or investigate completely because of a
position taken by an authority in foreign jurisdictions.

 On
December 16, 2021, the PCAOB announced the PCAOB Holding Foreign Companies Accountable Act determinations (the "PCAOB determinations")
relating to the PCAOB's inability to inspect or investigate completely registered public accounting firms headquartered in mainland
China of the PRC or Hong Kong, a Special Administrative Region and dependency of the PRC, because of a position taken by one or more
authorities in the PRC or Hong Kong.

 The
lack of access to the PCAOB inspection or investigation in China prevents the PCAOB from fully evaluating audits and quality control
procedures of the auditors based in China. As a result, the investors may be deprived of the benefits of such PCAOB inspections. The
inability of the PCAOB to conduct inspections or investigation of auditors in China makes it more difficult to evaluate the effectiveness
of these accounting firms' audit procedures or quality control procedures as compared to auditors outside of China that are subject
to the PCAOB inspections and investigation, which could cause existing and potential investors in our stock to lose confidence in our
audit procedures and reported financial information and the quality of our financial statements.

 China's
political climate and economic conditions, as well as changes in government policies, laws and regulations which may be quick with little
advance notice, could have a material adverse effect on our business, financial condition and results of operations.

 Our
principal executive offices are located in China and our sole executive officer and director is a resident of and is physically located
in and has significant ties to China. Our business, financial condition, results of operations and prospects are subject, to a significant
extent, to economic, political and legal developments in China. For example, as a result of recent proposed changes in the cybersecurity
regulations in China that would require certain Chinese technology firms to undergo a cybersecurity review before being allowed to list
on foreign exchanges, this may have the effect of further narrowing the list of potential businesses in China's consumer, technology
and mobility sectors that we intend to focus on for our business combination or the ability of the combined entity to list in the United
States.

 China's
economy differs from the economies of most developed countries in many respects, including the amount of government involvement, level
of development, growth rate, control of foreign exchange and allocation of resources. While the PRC economy has experienced significant
growth in the past two to three decades, growth has been uneven, both geographically and among various sectors of the economy. Demand
for target services and products depends, in large part, on economic conditions in China. Any slowdown in China's economic growth
may cause our potential customers to delay or cancel their plans to purchase our services and products, which in turn could reduce our
net revenues.

 Although
China's economy has been transitioning from a planned economy to a more market-oriented economy since the late 1970s, the PRC government
continues to play a significant role in regulating industry development by imposing industrial policies. The PRC government also exercises
significant control over China's economic growth through allocating resources, controlling the incurrence and payment of foreign
currency-denominated obligations, setting monetary policy and providing preferential treatment to particular industries or companies.
Changes in any of these policies, laws and regulations may be quick with little advance notice and could adversely affect the economy
in China and could have a material adverse effect on our business and the value of our common stock.

 The
PRC government has implemented various measures to encourage foreign investment and sustainable economic growth and to guide the
allocation of financial and other resources. However, we cannot assure you that the PRC government will not repeal or alter these
measures or introduce new measures that will have a negative effect on us, or more specifically, we cannot assure you that
the PRC government will not initiate possible governmental actions or scrutiny to us, which could substantially affect our operation
and the value of our common stock may depreciate quickly. China's social and political conditions may change and become
unstable. Any sudden changes to China's political system or the occurrence of widespread social unrest could have a material
adverse effect on our business and results of operations.

 Recent
regulatory developments in China, including greater oversight and control by the CAC over data security, may subject us to additional
regulatory review, and any actions by the Chinese government to exert more oversight and control over foreign investment in China-based
issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the
value of such securities to significantly decline or be worthless.

 On
December 28, 2021, the CAC, NDRC, and several other agencies jointly issued the final version of the Revised Measures for Cybersecurity
Review, or the Revised Cybersecurity Measures, which took effect on February 15, 2022 and replaced the previously issued Revised Measures
for Cybersecurity Review. Under the Revised Cybersecurity Measures, an "online platform operator" in possession of personal
data of more than one million users must apply for a cybersecurity review if it intends to list its securities on a foreign stock exchange.
The operators of critical information infrastructure purchasing network products and services, and the 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. Pursuant to the Revised Cybersecurity Measures, we don't believe we will be subject to the cybersecurity
review by the CAC, given that (i) our online platform business just start up, we possess personal information of a very small number
of users (less than 300 users) in our business operations as of the date of this report, significantly less than the one million user
threshold set for a data processing operator applying for listing on a foreign exchange that is required to pass such cybersecurity review;
and (ii) data processed in our business does not have a bearing on national security and thus shall not be classified as core or important
data by the authorities. We don't believe that we are an Operator within the meaning of the Revised Cybersecurity Measures, nor
do we control more than one million users' personal information, and as such, we should not be required to apply for a cybersecurity
review under the Revised Cybersecurity Measures.

 However,
regulatory requirements on cybersecurity and data security in the PRC are constantly evolving and can be subject to varying interpretations
or significant changes, which may result in uncertainties about the scope of our responsibilities in that regard.

to comply with the Individual Foreign Exchange Rules relating to the overseas direct investment or the engagement in the issuance or
trading of securities overseas by our PRC resident stockholders may subject such stockholders to fines or other liabilities.

 Our
ability to conduct foreign exchange activities in the PRC may be subject to the interpretation and enforcement of the Implementation
Rules of the Administrative Measures for Individual Foreign Exchange promulgated by SAFE in January 2007 (as amended and supplemented,
the "Individual Foreign Exchange Rules"). Under the Individual Foreign Exchange Rules, any PRC individual seeking to make
a direct investment overseas or engage in the issuance or trading of negotiable securities or derivatives overseas must make the appropriate
registrations in accordance with SAFE provisions. PRC individuals who fail to make such registrations may be subject to warnings, fines
or other liabilities.

 SAFE
promulgated the Notice on Relevant Issues Relating to Domestic Resident's Investment and Financing and Roundtrip Investment through
Special Purpose Vehicles, or Notice 37, in July 2014 that requires PRC residents or entities to register with SAFE or its local branch
in connection with their establishment or control of an offshore entity established for the purpose of overseas investment or financing.
In addition, such PRC residents or entities must update their SAFE registrations when the offshore special purpose vehicle undergoes
material events relating to material change of capitalization or structure of the PRC resident itself (such as capital increase, capital
reduction, share transfer or exchange, merger or spin off).

 We
may not be fully informed of the identities of all our beneficial owners who are PRC residents. For example, because the
investment in or trading of our shares will happen in an overseas public or secondary market where shares are often held with
brokers in brokerage accounts, it is unlikely that we will know the identity of all of our beneficial owners who are PRC residents.
Furthermore, we have no control over any of our future beneficial owners and we cannot assure you that such PRC residents will be
able to complete the necessary approval and registration procedures required by the Individual Foreign Exchange Rules.

 To
our knowledge, our beneficial owners, who are PRC residents, have not completed the Notice 37 registration. And we cannot guarantee that
all or any of the shareholders will complete the Notice 37 registration prior to the closing of this Offering. Failure by any such shareholders
or beneficial owners to comply with Notice 37 could restrict our overseas or cross-border investment activities, limit our PRC subsidiaries'
ability to make distributions or pay dividends or affect our ownership structure, which could adversely affect our business and prospects.
In addition, the PRC resident shareholders who fail to complete Notice 37 registration may subject to fines less than RMB50,000.

 As
these foreign exchange and outbound investment related regulations are relatively new and their interpretation and implementation has
been constantly evolving, it is unclear how these regulations, and any future regulation concerning offshore or cross-border investments
and transactions, will be interpreted, amended and implemented by the relevant government authorities.

 It
is uncertain how the Individual Foreign Exchange Rules will be interpreted or enforced and whether such interpretation or enforcement
will affect our ability to conduct foreign exchange transactions. Because of this uncertainty, we cannot be sure whether the failure
by any of our PRC resident stockholders to make the required registration will subject our PRC subsidiaries to fines or legal sanctions
on their operations, delay or restriction on repatriation of proceeds of our securities offerings into the PRC, restriction on remittance
of dividends or other punitive actions that would have a material adverse effect on our business, results of operations and financial
condition.

 Under
the Enterprise Income Tax Law, we may be classified as a "Resident Enterprise" of China. Such classification will likely
result in unfavorable tax consequences to us and our non-PRC stockholders.

 China
passed an Enterprise Income Tax Law (the "EIT Law") and implementing rules, both of which became effective on January 1,
2008. Under the EIT Law, an enterprise established outside of China with "de facto management bodies" within China is considered
a "resident enterprise," meaning that it can be treated in a manner similar to a Chinese enterprise for enterprise income
tax purposes. The implementing rules of the EIT Law define de facto management as "substantial and overall management and control
over the production and operations, personnel, accounting, and properties" of the enterprise.

 On
April 22, 2009, the State Administration of Taxation of China issued the Notice Concerning Relevant Issues Regarding Cognizance of Chinese
Investment Controlled Enterprises Incorporated Offshore as Resident Enterprises pursuant to Criteria of de facto Management Bodies, or
the Notice, further interpreting the application of the EIT Law and its implementation to offshore entities controlled by a Chinese enterprise
or group. Pursuant to the Notice, an enterprise incorporated in an offshore jurisdiction and controlled by a Chinese enterprise or group
will be classified as a "non-domestically incorporated resident enterprise" if (i) its senior management in charge of daily
operations reside or perform their duties mainly in China; (ii) its financial or personnel decisions are made or approved by bodies or
persons in China; (iii) its substantial assets and properties, accounting books, corporate stamps, board and stockholder minutes are
kept in China; and (iv) at least half of its directors with voting rights or senior management are often resident in China. A resident
enterprise would be subject to an enterprise income tax rate of 25% on its worldwide income and must pay a withholding tax at a rate
of 10% when paying dividends to its non-PRC stockholders.

 ECXJ
does not have a PRC enterprise or enterprise group as its primary controlling shareholder and is therefore not a Chinese-controlled offshore
incorporated enterprise within the meaning of the Notice, so we believe the Notice is not applicable to us. However, in the absence of
guidance specifically applicable to us, we have applied the guidance set forth in the Notice to evaluate the tax residence status of
ECXJ.

 We
do not believe that we meet some of the conditions outlined. As a holding company, the key assets and records of ECXJ including the
resolutions and meeting minutes of our board of directors and the resolutions and meeting minutes of our shareholders, are located
and maintained outside the PRC. In addition, we are not aware of any offshore holding companies with a corporate structure similar
to ours that have been deemed a PRC "resident enterprise" by the PRC tax authorities. Accordingly, we believe that ECXJ
should not be treated as a "resident enterprise" for PRC tax purposes if the criteria for "de facto management
body" as set forth in the Notice were deemed applicable to us. However, as the tax residency status of an enterprise is
subject to determination by the PRC tax authorities and uncertainties remain with respect to the interpretation of the term
"de facto management body" as applicable to our offshore entities, we will continue to monitor our tax
status.

 If
the PRC tax authorities determine that we are a "resident enterprise" for PRC enterprise income tax purposes, a number of
unfavorable PRC tax consequences could follow. First, we may be subject to the enterprise income tax at a rate of 25% on our worldwide
taxable income as well as PRC enterprise income tax reporting obligations. In our case, this would mean that income such as non-China
source income would be subject to PRC enterprise income tax at a rate of 25%. Currently, we do not have any non-China source income,
so this would have minimal effect on us; however, if we develop non-China source income in the future, we could be adversely affected.
Second, under the EIT Law and its implementing rules, dividends paid to us from our PRC subsidiaries would qualify as "tax-exempt
income." Finally, it is possible that future guidance issued with respect to the new "resident enterprise" classification
could result in a situation in which a 10% withholding tax is imposed on dividends we pay to our non-PRC stockholders and with respect
to gains derived by our non-PRC stockholders from transferring our shares. If we were treated as a "resident enterprise"
by the PRC tax authorities, we would be subject to taxation in both the U.S. and China, but our PRC source income will not be taxed in
the U.S. again because the U.S.-China tax treaty will avoid double taxation between these two nations.

 PRC
regulation of loans and direct investment by offshore holding companies in PRC entities may delay or prevent us from using the proceeds
of our securities offerings to make loans or additional capital contributions to our PRC operating subsidiaries, which could materially
and adversely affect our liquidity and our ability to fund and expand our business.

 In
the normal course of our business or in utilizing proceeds of any future securities offerings, we may make loans to our PRC subsidiaries
or may make additional capital contributions to our PRC subsidiaries. Any loans to our PRC subsidiaries are subject to PRC regulations.
For example, loans by us to our subsidiaries in China, which are FIEs, to finance their activities cannot exceed statutory limits and
must be registered with the State Administration of Foreign Exchange, or SAFE. Currently, China is holding more open and tolerant attitude
toward FIEs. More open rules and regulations are published in recent years to replace previous ones which are more restrictive. On March
30 th, 2015, SAFE promulgated Circular 19 which is about Reforming the Management Approach regarding the Settlement of Foreign
Exchange Capital of Foreign-invested Enterprises) and effective since June 1, 2015. Circular 19 has made some important changes
in rules regarding the conversion of foreign exchanges to RMB, which are as follows in particular:

 (1)

 Instead
 of the payment-based exchange settlement system under previous Circular 142 and Circular 88, new rules of discretional foreign exchange
 settlement have been established, which means the foreign exchange capital in the capital account of foreign-invested enterprises
 for which the confirmation of rights and interests of monetary contribution by the local foreign exchange bureau (or the book-entry
 registration of monetary contribution by the banks in accordance with Circular 13 as we mentioned in the comment below) has been
 handled can be settled at the banks based on the actual operational needs of the enterprises, and the proportion of foreign exchange
 which can be discretionally converted by each FIE is temporarily determined as 100% (SAFE may adjust such scale as necessary). So
 regulation wise FIEs no longer needs to report the use of its RMB before or after a conversion which are required by previous Circular
 142 and Circular 88. However, actually SAFE and the banks are experiencing a transitional period in this regard, so for the time
 being, most banks still need the FIEs to report their proposed use of the RMB to be converted from foreign exchanges, as well as
 the actual use of the RMB obtained in the last conversion. Certainly, the transitional period will not be too long and therefore
 optimistically from the year of 2016, the report obligation will no longer be required.

 (2)

 Foreign
 currency-denominated capital no longer needs to be verified by an accounting firm before converting into RMB.

 (3)

 As
 stipulated in Circular 19, the use of capital by FIEs shall follow the principles of authenticity and self-use within the business
 scope of enterprises, shall not be used for the following purposes:

 a)

 it
 shall not be directly or indirectly used for the payment beyond the business scope of the enterprises or the payment prohibited by
 national laws and regulations;

 b)

 it
 shall not be directly or indirectly used for investment in securities unless otherwise provided by laws and regulations;

 c)

 it
 shall not be directly or indirectly used for granting the entrust loans in RMB (unless permitted by the scope of business), repaying
 the inter-enterprise borrowings (including advances by the third party) or repaying the bank loans in Renminbi that have been sub-lent
 to the third party; and

 d)

 it
 shall not be used for paying the expenses related to the purchase of real estate not for self-use, except for the foreign-invested
 real estate enterprises.

 On
May 10, 2013, SAFE released Circular 21, which came into effect on May 13, 2013; also, on February 13, 2015 SAFE published Circular 13 (Circular
of the State Administration of Foreign Exchange on Further Simplifying and Improving the Direct Investment-related Foreign Exchange Administration
Policies) to update some measures stipulated in Circular 21. According to Circular 21, SAFE has significantly simplified the foreign
exchange administration procedures with respect to the registration, account openings and conversions, settlements of FDI-related foreign
exchange, as well as fund remittances. Meanwhile, Circular 13 has further simplified foreign exchange administration procedures, most
important among which is that SAFE delegated foreign exchange registration to the banks, meanwhile the related registration approval
by SAFE has been annulled.

 Even
with more and more open policy toward FDI and FIEs, the Circulars mentioned above may still have some limit our ability to convert, transfer
and use the net proceeds from our securities offerings and any offering of additional equity securities in China, which may adversely
affect our liquidity and our ability to fund and expand our business in the PRC.

 We
may also decide to finance our subsidiaries by means of capital contributions. These capital contributions must be approved by the Ministry
of Commerce of China, or MOFCOM, or its local counterpart. We may not be able to obtain these government approvals on a timely basis,
if at all, with respect to future capital contributions by us to our PRC subsidiaries. If we fail to receive such approvals, we will
not be able to use the proceeds of our offerings and capitalize our PRC operations, which could adversely affect our liquidity and our
ability to fund and expand our business.

 PRC
regulations relating to the establishment of offshore special purpose companies by PRC residents may subject our PRC resident shareholders
to penalties and limit our ability to inject capital into our PRC subsidiaries, limit our PRC subsidiaries' ability to distribute
profits to us, or otherwise adversely affect us.

 The
SAFE promulgated the Notice on Relevant Issues Relating to Domestic Resident's Investment and Financing and Roundtrip Investment
through Special Purpose Vehicles, or Notice 37, in July 2014 that requires PRC residents or entities to register with SAFE or its local
branch in connection with their establishment or control of an offshore entity established for the purpose of overseas investment or
financing. In addition, such PRC residents or entities must update their SAFE registrations when the offshore special purpose vehicle
undergoes material events relating to material change of capitalization or structure of the PRC resident itself (such as capital increase,
capital reduction, share transfer or exchange, merger or spin off). On October 16, 2015, nine of our shareholders who are Chinese residents
completed the registration with SAFE under this Notice.

 China's
M&A Rules and certain other PRC regulations establish complex procedures for some acquisitions of PRC companies by foreign investors,
which could make it more difficult for us to pursue growth through acquisitions in China.

 The
Regulations on Mergers and Acquisitions of Domestic Companies by Foreign Investors, or the M&A Rules, adopted by six PRC
regulatory agencies in 2006 and amended in 2009, and some other regulations and rules concerning mergers and acquisitions
established complex procedures and requirements for acquisition of Chinese companies by foreign investors, including requirements in
some instances that the Ministry of Commerce of the PRC be notified in advance of any change-of-control transaction in which a
foreign investor takes control of a PRC domestic enterprise. Moreover, the Anti-monopoly Law promulgated by the Standing
Committee of the National People's Congress requires that transactions which are deemed concentrations and involve parties
with specified turnover thresholds must be cleared by the anti-monopoly enforcement agency before they can be completed. In
addition, the Measures for the Security Review of Foreign Investment promulgated by the NDRC and the Ministry of Commerce in
December 2020 specify that foreign investments in military, national defense-related areas or in locations in proximity to
military facilities, or foreign investments that would result in acquiring the actual control of assets in certain key sectors,
such as critical agricultural products, energy and resources, equipment manufacturing, infrastructure, transport, cultural products
and services, information technology, Internet products and services, financial services and technology sectors, are required to
obtain approval from designated governmental authorities in advance.

 In
the future, we and the VIEs may pursue potential strategic acquisitions that are complementary to our and the VIEs' business and
operations. Complying with the requirements of the above-mentioned regulations and other rules to complete such transactions could
be time-consuming, and any required approval processes may delay or inhibit our and the VIEs' ability to complete such transactions,
which could affect our and the VIEs' ability to expand business or maintain market share. Furthermore, according to the M&A
Rules, if a PRC entity or individual plans to merger or acquire its related PRC entity through an overseas company legitimately incorporated
or controlled by such entity or individual, such a merger and acquisition will be subject to examination and approval by the Ministry
of Commerce. There is a possibility that the PRC regulators may promulgate new rules or explanations requiring that we and the VIEs obtain
the approval of the Ministry of Commerce or other PRC governmental authorities for our and the VIEs' completed or ongoing mergers
and acquisitions. Any action by the PRC government to exert more oversight and control over foreign investment in China-based companies
could result in a material change in our operation, cause the value of our ordinary shares to significantly decline or become worthless,
and significantly limit, or completely hinder our ability to offer or continue to offer our ordinary shares to investors.

 Governmental
control of currency conversion may affect the value of your investment.

 The
PRC government imposes controls on the convertibility of the RMB into foreign currencies and, in certain cases, the remittance of currency
out of China. We receive substantially all of our revenues in RMB. Under our current corporate structure, our income will currently only
be derived from dividend payments from our PRC subsidiaries. Shortages in the availability of foreign currency may restrict the ability
of our PRC subsidiaries to remit sufficient foreign currency to pay dividends or other payments to us, or otherwise satisfy their foreign
currency denominated obligations. Under existing PRC foreign exchange regulations, payments of current account items, including profit
distributions, interest payments and expenditures from trade-related transactions can be made in foreign currencies without prior approval
from SAFE by complying with certain procedural requirements. However, approval from appropriate government authorities is required where
RMB is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated
in foreign currencies. The PRC government may also at its discretion restrict access in the future to foreign currencies for current
account transactions. If the foreign exchange control system prevents us from obtaining sufficient foreign currency to satisfy our currency
demands, we may not be able to pay dividends in foreign currencies to our security-holders.

 We
and the VIEs face foreign exchange risk, and fluctuations in exchange rates could have an adverse effect on our and the VIEs' business
and investors' investments.

 Changes
in the value of the RMB against the U.S. dollar, Euro and other foreign currencies are affected by, among other things, changes in
China's political and economic conditions. Any significant revaluation of the RMB may have a material adverse effect on our
revenues and financial condition, and the value of, and any dividends payable on our shares in U.S. dollar terms. For example, to
the extent that we need to convert U.S. dollars we receive from our securities offerings into RMB for our operations, appreciation
of the RMB against the U.S. dollar would have an adverse effect on RMB amount we would receive from the conversion. Conversely, if
we decide to convert our RMB into U.S. dollars for the purpose of paying dividends on our common stock or for other business
purposes, appreciation of the U.S. dollar against the RMB would have a negative effect on the U.S. dollar amount available to us. In
addition, fluctuations of the RMB against other currencies may increase or decrease the cost of imports and exports, and thus affect
the price-competitiveness of our products against products of foreign manufacturers or products relying on foreign
inputs.

 Since
July 2005, the RMB is no longer pegged to the U.S. dollar. Although the People's Bank of China regularly intervenes in the
foreign exchange market to prevent significant short-term fluctuations in the exchange rate, the RMB may appreciate or
depreciate significantly in value against the U.S. dollar in the medium to long term. Moreover, it is possible that in the future
PRC authorities may lift restrictions on fluctuations in the RMB exchange rate and lessen intervention in the foreign exchange
market.

 We
reflect the impact of currency translation adjustments in our financial statements under the heading "accumulated other
comprehensive income (loss)." For the years ended May 31, 2022 and 2021 (as restated), we had foreign currency translation loss
of $59,115 and $126,600, respectively. Very limited hedging transactions are available in China to reduce our exposure to exchange rate
fluctuations. To date, we have not entered into any hedging transactions. While we may enter into hedging transactions in the future,
the availability and effectiveness of these transactions may be limited, and we may not be able to successfully hedge our exposure at
all. In addition, our foreign currency exchange gains and losses may be magnified by PRC exchange control regulations that restrict our
ability to convert RMB into foreign currencies.

 Payment
of dividends is subject to restrictions under Nevada and the PRC laws.

 Under
Nevada law, we may only pay dividends subject to our ability to service our debts as they become due and provided that our assets will
exceed our liabilities after the payment of such dividends. Our ability to pay dividends will therefore depend on our ability to generate
adequate profits. In addition, because of a variety of rules applicable to our operations in the PRC and the regulations on foreign investments
as well as the applicable tax law, we may be subject to further limitations on our ability to declare and pay dividends to our shareholders.

 We
can give no assurance that we will declare dividends of any amounts, at any rate or at all in the future. The declaration of future dividends,
if any, will be at the discretion of our board of directors and will depend upon our future operations and earnings, capital requirements,
general financial conditions, legal and contractual restrictions and other factors that our board of directors may deem relevant.

 U.S.
regulatory bodies may be limited in their ability to conduct investigations or inspections of our and the VIEs' operations in China.

 The
Securities and Exchange Commission, the U.S. Department of Justice, the PCAOB, and other U.S. authorities may also have difficulties
in bringing and enforcing actions against us or our directors or executive officers in the PRC and Hong Kong. The SEC has stated that
there are significant legal and other obstacles to obtaining information needed for investigations or litigation in China. China has
adopted a revised securities law that became effective on March 1, 2020, Article 177 of which provides, among other things, that
no overseas securities regulator is allowed to directly conduct investigation or evidence collection activities within the territory
of the PRC. Accordingly, without governmental approval in China, no entity or individual in China may provide documents and information
relating to securities business activities to overseas regulators when it is under direct investigation or evidence discovery conducted
by overseas regulators, which could present significant legal and other obstacles to obtaining information needed for investigations
and litigation conducted outside of China.

 Additional
factors outside of our control related to doing business in China could negatively affect our business.

 Additional
factors that could negatively affect our business include a potential significant revaluation of the Renminbi, which may result in
an increase in the cost of commodity or products in the PRC supply chain industry, labor shortages and increases in labor costs in
China as well as difficulties in moving products manufactured in China out of the country, whether due to infrastructure inadequacy,
labor disputes, slowdowns, PRC regulations and/or other factors. Prolonged disputes or slowdowns can negatively impact both the time
and cost of goods. Natural disasters or health pandemics impacting China can also have a significant negative impact on our
business. Further, the imposition of trade sanctions or other regulations against products supplied or sold in the supply chain
industry transactions for which we provide solutions or the loss of "normal trade relations" status with China could
significantly affect our operating results and harm our business.

 Introduction
of new laws or changes to existing laws by the PRC government may adversely affect our and the VIEs' business.

 The
PRC legal system is a codified legal system made up of written laws, regulations, circulars, administrative directives and internal
guidelines. Unlike common law jurisdictions like the U.S., decided cases (which may be taken as reference) do not form part of the
legal structure of the PRC and thus have no binding effect on subsequent cases with similar issues and fact patterns. Furthermore,
in line with its transformation from a centrally planned economy to a relatively free market economy, the PRC government is still in
the process of developing a comprehensive set of laws and regulations. As the legal system in the PRC is still evolving, laws
and regulations or the interpretation of the same may be subject to further changes. For example, the PRC government may impose
restrictions on the amount of service fees that may be payable by municipal governments to wastewater and sludge treatment service
providers. Also, the PRC central and municipal governments may impose more stringent environmental regulations which would affect
our ability to comply with, or our costs to comply with, such regulations. Such changes, if implemented, may adversely affect our
and the VIEs' business operations and may reduce our profitability

 We
may be exposed to liabilities under the Foreign Corrupt Practices Act, and any determination that we violated the foreign corrupt practices
act could have a material adverse effect on our business.

 We
are subject to the Foreign Corrupt Practice Act, or FCPA, and other laws that prohibit improper payments or offers of payments to foreign
governments and their officials and political parties by U.S. persons and issuers as defined by the statute for the purpose of obtaining
or retaining business. We will have operations, agreements with third parties and make sales in the PRC, which may experience corruption.
Our proposed activities in the PRC create the risk of unauthorized payments or offers of payments by one of the employees, consultants,
or sales agents of our Company, because these parties are not always subject to our control. It is our policy to implement safeguards
to discourage these practices by our employees. Also, our existing safeguards and any future improvements may prove to be less than effective,
and the employees, consultants, or sales agents of our Company may engage in conduct for which we might be held responsible. Violations
of the FCPA may result in severe criminal or civil sanctions, and we may be subject to other liabilities, which could negatively affect
our business, operating results and financial condition. In addition, the government may seek to hold our Company liable for successor
liability FCPA violations committed by companies in which we invest or that we acquire.

 It
may be difficult to effect service of process upon us, our Directors or our executive officers that reside in the PRC or to enforce against
them or us in the PRC any judgments obtained from non-PRC courts.

 The
legal framework to which our Company is subject is materially different from the Companies Ordinance or corporate law in the United States
and other jurisdictions with respect to certain areas, including the protection of minority shareholders. In addition, the mechanisms
for enforcement of rights under the corporate governance framework to which our Company is subject are also relatively undeveloped and
untested. However, according to the PRC Company Law, shareholders may commence a derivative action against the directors, supervisors,
officers or any third party on behalf of a company under certain circumstances.

 On
July 14, 2006, the Supreme People's Court of the PRC and the Government of Hong Kong signed the Arrangement on Reciprocal
Recognition and Enforcement of Judgments in Civil and Commercial Matters by the Courts of the Mainland and of the Hong Kong Special
Administrative Region Pursuant to Choice of Court Agreements between Parties Concerned. Under such an arrangement, where any designated
people's court in the PRC or any designated Hong Kong court has made an enforceable final judgment requiring payment of money
in a civil and commercial case pursuant to a choice of court agreement in writing by the parties, any party concerned may apply to the
relevant people's court in the PRC or Hong Kong court for recognition and enforcement of the judgment. Although this arrangement
became effective on August 1, 2008, the outcome and effectiveness of any action brought under the arrangement may still be uncertain.

 All
of our senior management members reside in the PRC, and substantially all of our and the VIEs' assets, and substantially all of
the assets of those persons are located in the PRC. Therefore, it may be difficult for investors to effect service of process upon those
persons inside the PRC or to enforce against us or them in the PRC any judgments obtained from non-PRC courts. The PRC does not
have treaties providing for the reciprocal recognition and enforcement of judgments of courts with the Cayman Islands, the United States,
the United Kingdom, Japan and many other developed countries. Therefore, recognition and enforcement in the PRC of judgments of
a court in any of these jurisdictions in relation to any matter not subject to a binding arbitration provision may be difficult or even
impossible.

 Uncertainties
with respect to the PRC legal system could adversely affect us.

 We
conduct all of our business through our subsidiaries in China. Our operations in China are governed by PRC laws and regulations. Our
PRC subsidiaries are generally subject to laws and regulations applicable to foreign investments in China and, in particular,
laws and regulations applicable to wholly foreign-owned enterprises. The PRC legal system is based on statutes. Prior court
decisions may be cited for reference but have limited precedential value.

 Since
1979, PRC legislation and regulations have significantly enhanced the protections afforded to various forms of foreign investments in
China. However, China has not developed a fully integrated legal system and recently enacted laws and regulations may not sufficiently
cover all aspects of economic activities in China. In particular, because these laws and regulations are relatively new, and because
of the limited volume of published decisions and their nonbinding nature, the interpretation and enforcement of these laws and regulations
involve uncertainties. In addition, the PRC legal system is based in part on government policies and internal rules (some of which are
not published on a timely basis or at all) that may have a retroactive effect. As a result, we may not be aware of our violation of these
policies and rules until sometime after the violation. In addition, any litigation in China may be protracted and result in substantial
costs and diversion of resources and management attention.

 Risk
related to our business

 We
have a limited operating history that you can use to evaluate us, and the likelihood of our success must be considered in light of the
problems, expenses, difficulties, complications and delays frequently encountered by a small developing company.

 We
stared our operation in June 2019. For the years ended May 31, 2022 and 2021 (as restated), we have generated $2,771,360 and $1,050,828
(as restated) respectively, in revenues and incurred net loss of $541,453 and $1,582,407, respectively. The likelihood of our success
must be considered in the light of the problems, expenses, difficulties, complications and delays frequently encountered by a small company
starting a new business enterprise and the highly competitive environment in which we are operating. We have a limited operating history
upon which an evaluation of our future success or failure can be made. Our ability to achieve and maintain profitability and positive
cash flow is dependent upon:

 Our
 ability to market our products;

 Our
 ability to generate revenue;

 Our
 ability to obtain higher gross profit products;

 Our
 ability to obtain healthier and economical products; and

 Our
 ability to raise the capital necessary to continue marketing and developing our product and online platform.

 If
we are unable to gain any significant market acceptance for our products and services or establish a significant market presence, we
may be unable to generate sufficient revenue to continue our business.

 Our
growth strategy is substantially dependent upon our ability to successfully market our products and services to prospective clients.
However, our planned self-conduct or consignment products may not achieve significant acceptance. Such acceptance, if achieved, may not
be sustained for any significant period of time. Failure of our products to achieve or sustain market acceptance could have a material
adverse effect on our business, financial conditions and the results of our operations.

 Management's
ability to implement our business strategy may be slower than expected and we may be unable to generate or sustain profits.

 Our
business plans, including developing and optimizing our online platform, may not generate profit in the near term or may not become
profitable at all, which will result in losses.

 We
may be unable to enter into our intended markets successfully. The factors that could affect our growth strategy include our success
in (a) developing our business plan, (b) obtaining new clients, (c) obtaining adequate financing on acceptable terms, and (d) adapting
our internal controls and operating procedures to accommodate our future growth.

 Our
systems, procedures and controls may not be adequate to support the expansion of our business operations. Significant growth will place
managerial demands on all aspects of our operations. Our future operating results will depend substantially upon our ability to manage
changing business conditions and to implement and improve our technical, administrative and financial controls and reporting systems.

 Competitors
may enter our business sector with superior products which could affect our business adversely.

 We
believe that barriers to entry are low because of economies of scale, cost advantage and brand identity. Potential competitors may enter
this sector with superior products. This would have an adverse effect upon our business and our results of operations. In addition, a
high level of support is critical for the successful marketing and recurring sales of our products. Despite having accumulated customers
from the past seven years, we may still need to continue to improve our marketing strategic, products and platform in order to assist
potential customers in using our platform, and we also need to provide effective support to future clients. If we are unable to increase
customer support and improve our platform in the face of increasing competition, with the increase in competition, our ability to sell
our products to potential customers could adversely affect our brand, which would harm our reputation.

 We
operate in a highly competitive industry, and our failure to compete effectively could adversely affect our market share, revenues and
growth prospects.

 The
automotive aftermarket products industry in China is highly fragmented and intensely competitive. Industry participants include large
scale and well-funded manufacturers and distributors, as well as smaller counterparts. We believe that the market is also highly sensitive
to the introduction of new products, including the ever-growing list of engine oil products, which may rapidly capture a significant
share of the market. Presently most of our business operations and product distribution are concentrated in Hunan, Henan and Shangdong
provinces, China, and we expect to expand our product sales into broader markets and more geographic areas in China. We compete for sales
with provided training and after sales services to existing customers and online sales to attract new customers. Our competitors include
China home-grown manufacturers and distributors, foreign companies with China operations, as well as product importers and distributors
that carry the same categories of products as ours. We may not be able to compete effectively and our attempt to do so may require us
to reduce our prices and result in lower margins. Failure to effectively compete could adversely affect our market share, revenues, and
growth prospects.

 Our
failure to appropriately respond to changing consumer preferences and demand for new products could significantly harm our customer relationships
and product sales.

 Our
business is particularly subject to changing consumer trends and preferences. Our continued success depends in part on our ability to
anticipate and respond to these changes, and we may not be able to respond in a timely or commercially appropriate manner to these changes.
If we are unable to do so, our customer relationships and product sales could be harmed significantly.

 Furthermore,
the automotive aftermarket products industry in particular is characterized by rapid and frequent changes in demand for products and
new product introductions. Our failure to accurately predict these trends could negatively impact consumer opinion with respect to the
products we distribute. This could harm our customer relationships and cause losses to our market share. The success of our new product
offerings depends upon a number of factors, including our ability to accurately anticipate customer needs, identify the right suppliers,
successfully commercialize new products in a timely manner, price our products competitively, deliver our products in sufficient volumes
and in a timely manner, and differentiate our product offerings from those of our competitors.

 If
we do not introduce new products or make sufficient adjustments to meet the changing needs of our customers in a timely manner, some
of our products could become obsolete in the view of consumers, which could have a material adverse effect on our revenues and operating
results.

 We
do not have long term contractual commitments with our retail or distributor customers, and our business may be negatively affected if
we are unable to maintain those important relationships and distribute our products.

 Our
marketing and sales strategy depends in large part on orders, availability and performance of our retailers and distributor customers,
supplemented by the sales at our own store and online sales. We will continue our efforts to reinforce and expand our distribution network
by partnering with new retailers and distributors. While we have entered written agreements with most of our customers, we currently
do not have, nor do we anticipate in the future that we will be able to establish, long-term contractual commitments from most major
customers. In addition, we may not be able to maintain our current distribution relationships or establish and maintain successful relationships
with distributors
in new geographic distribution areas. Moreover, there is a possibility that we may have to incur additional costs to attract and maintain
new customers. Our inability to maintain our sales network or attract additional customers would adversely affect our revenues and financial
results.

 Because
we rely on our retailer customers and wholesale distributors for the majority of our sales that distribute our competitors' products
along with our products, we have little control in ensuring those retailers and distributors will not prefer our competitors' products
over ours, which could cause our sales to suffer.

 Our
ability to establish a market for our products in new geographic areas, as well as maintain and expand our existing markets, is dependent
on our ability to establish and maintain successful relationships with reliable distributors and retailers positioned to serve those
areas. Most of our distributors and retailers sell and distribute competing products, including automobile exhaust cleaner, engine oil
and auto parts, and our products may represent a small portion of their business. To the extent that our distributors and retailers prefer
to sell our competitors' products over our products or do not employ sufficient efforts in managing and selling our products, including
re-stocking retail shelves with our products, our sales and results of operations could be adversely affected. Our ability to maintain
our distribution network and attract additional distributors and retailers will depend on several factors, some of which are outside
our control. Some of these factors include: the level of demand for our brands and products in a distribution area; our ability to price
our products at levels competitive with those of competing products; and our ability to deliver products in the quantity and at
the time ordered by distributors or retailers. If any of the above factors work negatively against us, our sales will likely decline
and our results of operations will be adversely affected.

 Because
our retail customers and distributors are not required to place minimum orders with us, we need to manage our inventory levels, and it
is difficult to predict the timing and amount of our sales.

 Our
customers are not required to place minimum monthly or annual orders for our products. There is no assurance as to the timing or quantity
of purchases by any of our customers or that any of our distributors will continue to purchase products from us in the same frequencies
and volumes as they may have in the past. To be able to sell our products on a timely basis, we need to maintain adequate inventory levels
of the desired products, but we cannot predict the frequency or size of orders by a substantial portion of our customers. If we fail
to meet our shipping schedules, we could damage our relationships with distributors or retailers, increase our shipping costs or cause
sales opportunities to be delayed or lost, which would unfavorably impact our future sales and adversely affect our operating results.
In addition, if the inventory of our products held by our distributors or retailers is too high, they will not place orders for additional
products, which would also unfavorably impact our future sales and adversely affect our operating results.

 Our
business plan and future growth is dependent in part on our distribution arrangements with retailers and wholesale distributors. If we
are unable to effectively implement our business plan and distribution strategy, our results of operations and financial condition could
be adversely affected.

 We
currently have sales arrangements with most of wholesale distributors and retail accounts to distribute our products directly through
their venues. However, there are several risks associated with this distribution strategy. We do not have long-term agreements in place
with any of these customers and thus, the arrangements are terminable at any time by these retailers or us. Accordingly, we may not be
able to maintain continuing relationships with any of these accounts. A decision by any of these retailers to decrease the amount purchased
from us or to cease carrying our products could have a material adverse effect on our reputation, financial condition or results of operations.
In addition, our dependence on existing major retail accounts may result in pressure on us to reduce our pricing to them or allow significant
product discounts. Any increase in our costs for these retailers to carry our product, reduction in price, or demand for product discounts
could have a material adverse effect on our profit margin.

 We
rely on independent suppliers and manufacturers of our products, and such dependence could make management of our marketing and distribution
efforts inefficient or unprofitable.

 We
do not own the plants or the equipment required to make and package the products we sell, and do not directly manufacture our
products but instead purchase our products from our independent suppliers who source the products from independent manufacturers. We
do not anticipate bringing the manufacturing process in-house in the future. Currently, our products are sourced from approximately
eight independent suppliers. Our ability to attract and maintain effective relationships with our suppliers, and other third
parties for the production and delivery of our motor oil and spare parts products in a geographic distribution area is important to
the success of our operations within each distribution area. Our contract manufacturers may terminate their arrangements with us at
any time, in which case we could experience disruptions in our ability to deliver products to our customers. We may not be able to
maintain our relationships with current contract manufacturers or establish satisfactory relationships with new or replacement
contract manufacturers, whether in existing or new geographic distribution areas. The failure to establish and maintain effective
relationships with contract manufacturers for a distribution area could increase our manufacturing costs and thereby materially
reduce profits realized from the sale of our products in that area. In addition, poor relations with any of our contract
manufacturers could adversely affect the amount and timing of product delivered to our distributors for resale, which would in turn
adversely affect our revenues and financial condition.

 As
is customary in the contract manufacturing industry for comparably sized companies, we are expected to arrange for our contract manufacturing
needs sufficiently in advance of anticipated requirements. We continually evaluate which of our contract manufacturers to utilize based
on the cost structure and forecasted demand for the geographic area where our contract manufacturers are located. To the extent demand
for our products exceeds available inventory or the production capacity of our contract manufacturing arrangements, or orders are not
submitted on a timely basis, we will be unable to fulfill distributor orders on demand. Conversely, we may produce more product than
warranted by actual demand, resulting in higher storage costs and the potential risk of inventory spoilage. Our failure to accurately
predict and manage our contract manufacturing requirements may impair relationships with our independent distributors and key accounts,
which, in turn, would likely have a material adverse effect on our ability to maintain effective relationships with those distributors
and key accounts.

 We
are exposed to risks associated with the distribution of products manufactured by third parties.

 We
acquire and import most of our engine oil from Germany and Malaysia, and contract with local suppliers to supply auto parts and other
products. We do not have full control over the product making activities procedure of the engine oil, auto parts and other products.
Significant delays and defects in our products resulting from the activities of our product makers may have a material adverse effect
on our Company's results of operations and financial condition.

 Under
the PRC law, for the third party products that we distribute, the third party manufacturers are responsible for the quality of the products.
We, however, may still be liable under certain circumstances. For example, product sellers bear tort liabilities for product defects
as a result of the seller's negligence which has caused the consumers' damages or if the sellers are unable to specify the
manufacturer of a defective product. In the event consumers suffer from damages caused by product defects, consumers may seek compensation
either from the product manufacturer or from the seller of the products. If a product defect occurs during the manufacturing period and
the compensation is paid by a seller, then the seller is entitled to recover losses from the manufacturer. However, if a defect occurs
during the selling period and the compensation is paid by the manufacturer, then the manufacturer is entitled to recover losses from
the seller. In the event that product defects are caused by the manufacturers, while we have the right to seek recourse against the manufacturers
after we pay damages to the consumers, there can be no assurance that we could recover any of our compensation payments we will have
made.

 We
may be subject to product liability claims.

 We
are a engine oil and auto parts distributor, and the products we sell are not made by us which may contain defects or have quality issues.
As a result, sales of such products could expose us to product liability claims relating to personal injury or property damage and may
require product recalls or other actions. Third parties subject to such injury or damage may bring claims or legal proceedings against
us as the distributor or retailer of the product. Although we would have legal recourse against the manufacturer of such products under
applicable law, attempting to enforce our rights against the manufacturer may be expensive, time-consuming and ultimately futile. In
addition, we do not currently maintain any third-party liability insurance or product liability insurance in relation to products we
sell. As a result, any material product liability claim or litigation could have a material and adverse effect on our business, financial
condition and results of operations. Even unsuccessful claims could result in the expenditure of funds and managerial efforts in defending
them and could have a negative impact on our reputation.

 Our
business and financial results depend on the continuous supply and availability of raw materials, and rising raw material, fuel and freight
costs as well as freight capacity issues may have an adverse impact on our sales and earnings.

 The
principal raw materials for the engine oil products we sell is crude oil and other natural ingredients. The costs of the product ingredients
are subject to fluctuation. If any supply of these raw materials is impaired or if prices increase significantly, our business would
be adversely affected. Prices of any raw materials or ingredients may continue to rise in the future and we would incur higher supply
costs which we may not be able to pass any cost increases on to our customers.

 Moreover,
industry-wide shortages of certain concentrates, supplements and sweeteners have been experienced could, from time to time in the future,
be experienced, which could interfere with and/or delay production and supply of certain of our products we source and could have a material
adverse effect on our business and financial results.

 In
addition, any supply shortage or volatility in the global crude oil markets would result in unstable fuel and freight prices. Due to
the price sensitivity of our products, we may not be able to pass any increased costs on to our customers. At the same time, the economy
appears to be returning to pre-pandemic levels resulting in the rise of freight volumes which is exacerbated by carrier failures to meet
demands and fleet reductions due to higher transportation demand in China and global logistics service industry. We may be unable to
secure available transportation carrier capacity at reasonable rates, which could have a material adverse effect on our operations.

 We
rely upon our ongoing relationships with our key suppliers. If we are unable to source our products on acceptable terms from our key
suppliers, we could suffer disruptions in our business.

 Currently
we purchase our engine oil and auto parts products from eight major suppliers, and we anticipate that we will purchase our products from
others with the intention of developing other sources of supply for our products. The prices of our products are determined by our suppliers
and manufacturers and may be subject to change. Consequently, we do not have control over any price increases of the products we sell
and may be unable to obtain those products from alternative suppliers on short notice.

 In
addition, we may not correctly estimate demand for our products. Our ability to estimate demand for our products is imprecise, particularly
with new products, and may be less precise during periods of rapid growth, particularly in new markets. If we materially underestimate
demand for our products or are unable to secure sufficient product supplies, we might not be able to satisfy demand on a short-term basis.
If we must replace a product supplier, we could experience disruptions in our ability to deliver products to our customers or experience
a change in the quality or customer appeal of our products, all of which could have a material adverse effect on our results of operations.

to manage our growth could strain our operational and other resources, which could materially and adversely affect our business and prospects.

 Since
2019, our business has experienced significant growths through acquisitions and product diversification. Our growth strategy includes
increasing market penetration of our existing products and services, identifying and developing new products, and increasing distribution
channels and customers we serve. Pursuing these strategies has resulted in, and will continue to result in substantial demands on our
capital and operating resources. In particular, the management of our growth will require, among other things:

 `

 successful
 integration of our existing operations and acquired businesses;

 stringent
 cost controls and adequate liquidity;

 strengthening
 of financial and risk controls;

 increased
 marketing, sales and support activities; and

 retaining,
 training and hiring qualified employees and professionals.

 If
we are not able to manage our growth successfully, our business, financial condition and operating results would be materially and adversely
affected.

 If
we are unable to maintain brand image and product quality, or if we encounter other product issues such as product recalls, our business
may suffer.

 Our
success depends on our ability to maintain brand reputation for our existing products and effectively build up brand image for new products
and brand extensions. There can be no assurance, however, that additional expenditures on advertising and marketing will have the desired
impact on our products' brand image and on consumer preferences. Product quality issues or allegations of product contamination,
even when false or unfounded, could tarnish the image of the affected brands and may cause consumers to choose other products. In addition,
because of changing government regulations or their implementation, we may be required from time to time to recall products entirely
or from specific markets. Product recalls could affect our profitability and could negatively affect brand image.

 The
inability to attract and retain key personnel would directly affect our efficiency and results of operations.

 Our
success depends on our ability to attract and retain highly qualified employees in such areas as distribution, sales, marketing and finance.
We compete to hire new employees, and, in some cases, must train them and develop their skills and competencies. Our operating results
could be adversely affected by increased costs due to increased competition for employees, higher employee turnover or increased employee
benefit costs. Any unplanned turnover, particularly involving our key personnel, could negatively impact our operations, financial condition
and employee morale.

 Our
inability to protect our trademarks and trade secrets may prevent us from successfully marketing our products and competing effectively.

to protect our intellectual property could harm our brand and our reputation, and adversely affect our ability to compete effectively.
Further, enforcing or defending our intellectual property rights, including our trademarks, copyrights, licenses and trade secrets, could
result in the expenditure of significant financial and managerial resources. We regard our intellectual property, particularly our trademarks
and trade secrets to be of considerable value and importance to our business and our success. We rely on a combination of trademark and
trade secrecy laws, confidentiality procedures and contractual provisions to protect our intellectual property rights. In addition, there
can be no assurance that other parties will not assert infringement claims against us, and we may have to pursue litigation against other
parties to assert our rights. Any such claim or litigation could be costly. In addition, any event that would jeopardize our proprietary
rights or any claims of infringement by third parties could have a material adverse effect on our ability to market or sell our brands
or profitably exploit our products.

 If
we are unable to maintain effective disclosure controls and procedures and internal control over financial reporting, our stock price
and investor confidence in us could be materially and adversely affected.

 We
are required to maintain both disclosure controls and procedures and internal control over financial reporting that are effective. Because
of its inherent limitations, internal control over financial reporting, however well designed and operated, can only provide reasonable,
and not absolute, assurance that the controls will prevent or detect misstatements. Because of these and other inherent limitations of
control systems, there is only the reasonable assurance that our controls will succeed in achieving their goals under all potential conditions.
The failure of controls by design deficiencies or absence of adequate controls could result in a material adverse effect on our business
and financial results.

 While
we are not aware of any data breach in the past, cyber-attacks, computer viruses or any future failure to adequately maintain security
and prevent unauthorized access to electronic and other confidential information could result in a data breach which could materially
adversely affect our reputation, financial condition and operating results.

 The
protection of our customers', business partners', our Company's and employees' data is critically important
to us. Our customers, business partners, and employees expect we will adequately safeguard and protect their sensitive personal
and business information. We have become increasingly dependent upon automated information technology processes. Improper activities
by third parties, exploitation of encryption technology, data-hacking tools and discoveries and other events or developments may
result in a future compromise or breach of our networks, payment terminals or other settlement systems. In particular, the
techniques used by criminals to obtain unauthorized access to sensitive data change frequently and often are not recognized until
launched against a target; accordingly, we may be unable to anticipate these techniques or implement adequate preventative measures.
There can be no assurance that we will not suffer a criminal cyber-attack in the future, that unauthorized parties will not gain
access to personal or business information or sensitive data, or that any such incident will be discovered in a timely manner.

 We
also face indirect technology, cybersecurity and operational risks relating to the third parties whom we work with to facilitate our
business activities, including, among others, third-party online service providers who manage accounts for our customers and external
cloud service provider. As a result of increasing consolidation and interdependence of technology systems, a technology failure, cyber-attack
or other information or security breach that significantly compromises the systems of one entity could have a material impact on its
counterparties. Any cyber-attack, computer viruses, physical or electronic break-ins or similar disruptions of such third-party service
providers could adversely affect our operations and could result in misappropriation of funds of our customers.

 Security
breaches or unauthorized access to confidential information could also expose us to liability related to the loss of the information,
time-consuming and expensive litigation and negative publicity. If security measures are breached because of third-party action, employee
error, malfeasance or otherwise, or if design flaws in our technology infrastructure are exposed and exploited, our relationships with
customers and cooperation partners could be severely damaged, we could incur significant liability and our business and operations could
be adversely affected.

 We
are substantially dependent upon our senior management and key information technology and development personnel.

 We
are highly dependent on our senior management to manage our business and operations and our marketing and distribution personnel for
the sale of products. In particular, we rely substantially on members of our senior management, including Chief Executive Officer, Lixin
Cai, and Chief Financial Officer, Cuiyao Luo and executives at our key subsidiaries to manage our operations.

 While
we provide the legally required personal insurance for the benefit of our employees, we do not maintain key man life insurance on any
of our senior management or key personnel. The loss of any one of them would have a material adverse effect on our business and operations.
Competition for senior management and our other key personnel is intense and the pool of suitable candidates is limited. We may be unable
to locate a suitable replacement for any senior management or key personnel that we lose. In addition, if any member of our senior management
or key personnel joins a competitor or forms a competing company, they may compete with us for customers, business partners and other
key professionals and staff members of our Company. Although each of our senior management and key personnel has signed a confidentiality
agreement in connection with their employment with us, we cannot assure you that we will be able to successfully enforce these provisions
in the event of a dispute between us and any member of our senior management or key personnel.

 We
compete for qualified personnel with other technology companies and research institutions. Intense competition for these personnel could
cause our compensation costs to increase, which could have a material adverse effect on our results of operations. Our future success
and ability to grow our business will depend in part on the continued service of these individuals and our ability to identify, hire
and retain additional qualified personnel. If we are unable to attract and retain qualified employees, we may be unable to meet our business
and financial goals.

 We
are dependent upon the services of experienced personnel who possess skills that are valuable in our industry, and we may have to actively
compete for their services.

 We
are heavily dependent upon our ability to attract, retain and motivate skilled personnel to serve our customers. Many of our personnel
possess skills that would be valuable to all companies engaged in our industry. Consequently, we expect that we will have to actively
compete for these employees. Some of our competitors may be able to pay our employees more than we are able to pay to retain them. Our
ability to profitably operate is substantially dependent upon our
ability to locate, hire, train and retain our personnel. There can be no assurance that we will be able to retain our current
personnel, or that we will be able to attract and assimilate other personnel in the future. If we are unable to effectively obtain
and maintain skilled personnel, the development and quality of our services could be materially impaired. See "Our
Employees."

 If
we fail to protect our intellectual property rights, it could harm our business and competitive position.

 We
rely on a combination of trademark and trade secret laws and non-disclosure agreements and other methods to protect our intellectual
property rights. We own a number of trademarks in China, all of which have been properly registered with regulatory agencies such as
the State Intellectual Property Office and Trademark Office. This intellectual property has allowed our products to earn market share
in the financial services and supply chain solutions industries.

 We
also rely on trade secret rights to protect our business through non-disclosure agreements with certain employees. If any of our employees
breach their non-disclosure obligations, we may not have adequate remedies in China, and our trade secrets may become known to our competitors.
In accordance with Chinese intellectual property laws and regulations, we will have to renew our trademarks once the terms expire.

 Implementation
of PRC intellectual property-related laws has historically been lacking, primarily because of ambiguities in the PRC laws and enforcement
difficulties. Accordingly, intellectual property rights and confidentiality protections in China may not be as effective as in the United
States or other western countries. Furthermore, policing unauthorized use of proprietary technology is difficult and expensive, and we
may need to resort to litigation to enforce or defend our intellectual property rights, or to determine the enforceability, scope and
validity of our proprietary rights or those of others. Such litigation and an adverse determination in any such litigation, if any, could
result in substantial costs and diversion of resources and management attention, which could harm our business and competitive position.

 We
may be exposed to intellectual property infringement and other claims by third parties which, if successful, could disrupt our business
and have a material adverse effect on our financial condition and results of operations.

 Our
success depends, in large part, on our ability to use and develop our intellectual property without infringing third party intellectual
property rights. If we sell our branded products internationally, and as litigation becomes more common in China, we face a higher risk
of being the subject of claims for intellectual property infringement, invalidity or indemnification relating to other parties'
proprietary rights. Our current or potential competitors, many of which have substantial resources and have made substantial investments
in competing technologies, may have or may obtain patents that will prevent, limit or interfere with our ability to make, use or sell
our branded products in either China or other countries, including the United States and other countries in Asia. In addition, the defense
of intellectual property suits, including patent infringement suits, and related legal and administrative proceedings can be both costly
and time consuming and may significantly divert the efforts and resources of our technical and management personnel. Furthermore, an
adverse determination in any such litigation or proceedings to which we may become a party could cause us to:

 pay
 damage awards;

 seek
 licenses from third parties;

 pay
 ongoing royalties; or

 be
 restricted by injunctions.

 Each
of which could effectively prevent us from pursuing some or all of our business and result in our customers or potential customers deferring
or limiting their purchase or use of our branded products, which could have a material adverse effect on our financial condition and
results of operations.

 We
may not maintain sufficient insurance coverage for the risks associated with our business operations. As a result, we may incur uninsured
losses.

 Except
for property, accident and automobile insurance, we do not have other insurance of such as business liability or disruption insurance
coverage for our operations in the PRC. As a result, we may incur uninsured liabilities and losses as a result of the conduct of our
business. There can be no guarantee that we will be able to obtain additional insurance coverage in the future, and even if we are able
to obtain additional coverage, we may not carry sufficient insurance coverage to satisfy potential claims. Should uninsured losses occur,
it could adversely affect our business, results of operations and financial condition.

 Operational
risks

 If
the products we sell are not safe or otherwise fail to meet our customers' expectations, we could lose customers, incur liability
for any injuries suffered by customers using or consuming our products or otherwise experience a material impact to our brand, reputation
and financial performance. We are also subject to reputational and other risks related to third-party sales on our online platforms.

 Our
customers count on us to provide them with higher quality and safety engine oil and auto parts products. Concerns regarding the quality
and safety of engine oil and auto parts that we source from our suppliers or that we prepare and then sell could cause customers to avoid
purchasing certain engine oil products from us, or to seek alternative sources of supply for all of their engine oil and auto parts needs,
even if the basis for the concern is outside of our control. Any lost confidence on the part of our customers would be difficult and
costly to reestablish and such products also expose us to product liability or safety claims. As such, any issue regarding the safety
of any items we sell, regardless of the cause, could adversely affect our brand, reputation and financial performance. In addition, third-parties
sell goods on some of our online platforms. Whether laws related to such sales apply to us is currently unsettled and any unfavorable
changes could expose us to loss of sales, reduction in transactions and deterioration of our competitive position. In addition, we may
face reputational, financial and other risks, including liability, for third-party sales of goods that are controversial, counterfeit
or otherwise fail to comply with applicable law. Although we impose contractual terms on sellers that are intended to prohibit sales
of certain type of products, we may not be able to detect, enforce, or collect sufficient damages for breaches of such terms. Any of
these events could have a material adverse impact on our business and results of operations and impede the execution of our eCommerce
growth strategy.

 Strategic
risks

to successfully execute our online and offline-channel strategy and the cost of our investments in our online platform and technology
may materially adversely affect our gross profit, net sales and financial performance

 The
automotive aftermarket products business continues to rapidly evolve and consumers increasingly embrace digital shopping. As a result,
the portion of total consumer expenditures with retailers and wholesale stores occurring through digital platforms is increasing and
the pace of this increase could continue to accelerate. Our strategy, which includes investments in our online platform, technology,
acquisitions and store remodels, may not adequately or effectively allow us to continue to grow our online platform business, increase
comparable store sales, maintain or grow our overall market position or otherwise offset the impact on the growth of our business of
a moderated pace of new store openings.

to successfully execute this strategy may adversely affect our market position, gross profit, net sales and financial performance which
could also result in impairment charges to intangible assets or other long-lived assets. In addition, a greater concentration of online
platform sales, including increasing online engine oil and auto parts sales, could result in a reduction in the amount of traffic in
our stores, which would, in turn, reduce the opportunities for cross-store sales of food merchandise that such traffic creates and could
reduce our sales within our stores and materially adversely affect our financial performance.

 Risks
Related to our Common Stock

 Our
shares may not develop an active trading market and the price and trading volume of our shares may fluctuate significantly.

 Shares
of common stock are currently quoted on the OTC marketplace. We cannot predict whether investor interest in us will lead to the development
of an active and liquid trading market. If an active trading market does not develop, holders of our shares of common stock may have
difficulty selling our shares that may now be owned or may be purchased later. In addition, until we are able to be listed on a national
exchange, the number of investors willing to hold or acquire our shares may be reduced, we may receive decreased news and analyst coverage,
and we may be limited in our ability to issue additional securities or obtain additional financing in the future on terms acceptable
to us, or at all. Even if an active trading market develops for our shares, the market price of our shares may be highly volatile and
could be subject to wide fluctuations. In addition, the trading volume of our shares may fluctuate and cause significant price variations
to occur.

 Future
sales of substantial amounts of the shares of our Common Stock by existing shareholders could adversely affect the price of our Common
Stock.

 If
our existing shareholders sell substantial amounts of the shares, then the market price of our Common Stock could fall. Such sales by
our existing shareholders might make it more difficult for us to issue new equity or equity-related securities in the future at a time
and place we deem appropriate. If any existing shareholders sell substantial amounts of shares, the prevailing market price for our shares
could be adversely affected.

 The
market price of our shares is likely to be highly volatile and subject to wide fluctuations in response to factors such as:

 variations
 in our actual and perceived operating results;

 news
 regarding gains or losses of customers or partners by us or our competitors;

 news
 regarding gains or losses of key personnel by us or our competitors;

 announcements
 of competitive developments, acquisitions or strategic alliances in our industry by us or our competitors;

 changes
 in earnings estimates or buy/sell recommendations by financial analysts;

 potential
 litigation;

 general
 market conditions or other developments affecting us or our industry; and

 the
 operating and stock price performance of other companies, other industries and other events or factors beyond our control.

 In
addition, the securities markets have from time to time experienced significant price and volume fluctuations that are not related to
the operating performance of certain companies. These market fluctuations may also materially and adversely affect the market price of
the shares.

 In
case that our shares trade under $5.00 per share they will be considered penny stock. Trading in penny stocks has many restrictions and
these restrictions could severely affect the price and liquidity of our shares.

 If
our stock trades below $5.00 per share, our stock would be known as a "penny stock", which is subject to various regulations
involving disclosures to be given to you prior to the purchase of any penny stock. The U.S. Securities and

 Exchange
Commission (the "SEC") has adopted regulations which generally define a "penny stock" to be any equity security
that has a market price of less than $5.00 per share, subject to certain exceptions. Depending on market fluctuations, our Common Stock
would be considered as a "penny stock". A penny stock is subject to rules that impose additional sales practice requirements
on broker/dealers who sell these securities to persons other than established Members and accredited investors. For transactions covered
by these rules, the broker/dealer must make a special suitability determination for the purchase of these securities. In addition, he
must receive the purchaser's written consent to the transaction prior to the purchase. He must also provide certain written disclosures
to the purchaser. Consequently, the "penny stock" rules may restrict the ability of broker/dealers to sell our securities
and may negatively affect the ability of holders of shares of our Common Stock to resell them. These disclosures require you to acknowledge
that you understand the risks associated with buying penny stocks and that you can absorb the loss of your entire investment. Penny stocks
are low priced securities that do not have a very high trading volume. Consequently, the price of the stocks is often volatile, and you
may not be able to buy or sell the stock when you want to.

 We
do not anticipate paying cash dividends on our Common Stock in the foreseeable future.

 We
do not anticipate paying cash dividends in the foreseeable future. Presently, we intend to retain all our earnings, if any, to finance
development and expansion of our business. Consequently, your only opportunity to achieve a positive return on your investment in us
will be if the market price of our Common Stock appreciates.

 Together,
our Director Mr. Xinrui Wang and Mr. Wenbin Mao, own a large percentage of our outstanding stock and could significantly influence the
outcome of our corporate matters.

 Mr.
Xinrui Wang, our Director, beneficially owns 79.2% of our outstanding shares of Common Stock, and Mr. Wenbin Mao beneficially owns 10.3%
of our outstanding shares of Common Stock. As a result, Messrs. Xinrui Wang and Wenbin Mao are collectively able to exercise significant
influence over all matters that require us to obtain shareholder approval, including the election of directors to our board and approval
of significant corporate transactions that we may consider, such as a merger or other sale of our company or its assets. This concentration
of ownership in our shares by executive officers will limit other shareholders' ability to influence corporate matters and may
have the effect of delaying or preventing a third party from acquiring control over us.

 The
price of our common stock may be volatile or may decline regardless of our operating performance, and stockholders may not be able to
resell their shares.

 The
market price of our stock may fluctuate significantly in response to numerous factors, many of which are beyond our control, including:

 actual or anticipated fluctuations
 in our revenue and other operating results;

 the financial projections
 we may provide to the public, any changes in these projections or our failure to meet these projections;

 actions of securities analysts
 who initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow our company, or our
 failure to meet these estimates or the expectations of investors;

 announcements by us or
 our competitors of significant products, acquisitions, strategic partnerships, joint ventures, or capital commitments;

 price and volume fluctuations
 in the overall stock market, including as a result of trends in the economy as a whole;

 lawsuits threatened or
 filed against us; and

 other events or factors,
 including those resulting from health pandemics, war or incidents of terrorism, or responses to these events.

 In
addition, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market
prices of securities of many companies. Stock prices of many companies have fluctuated in a manner unrelated or disproportionate to the
operating performance of those companies.

 Provisions
in the Nevada Revised Statutes and our Bylaws could make it very difficult for an investor to bring any legal actions against our directors
or officers for violations of their fiduciary duties or could require us to pay any amounts incurred by our directors or officers in
any such actions.

 Members
of our board of directors and our officers will have no liability for breaches of their fiduciary duty of care as a director or officer,
except in limited circumstances, pursuant to provisions in the Nevada Revised Statutes and our Bylaws as authorized by the Nevada Revised
Statutes. Specifically, Section 78.138 of the Nevada Revised Statutes provides that a director or officer is not individually liable
to the company or its shareholders or creditors for any damages as a result of any act or failure to act in his or her capacity as a
director or officer unless it is proven that (1) the director's or officer's act or failure to act constituted a breach of
his or her fiduciary duties as a director or officer and (2) his or her breach of those duties involved intentional misconduct, fraud
or a knowing violation of law. This provision is intended to afford directors and officers protection against and to limit their potential
liability for monetary damages resulting from suits alleging a breach of the duty of care by a director or officer. Accordingly, you
may be unable to prevail in a legal action against our directors or officers even if they have breached their fiduciary duty of care.
In addition, we are allowed to indemnify our directors and officers from and against any and all costs, charges and expenses resulting
from their acting in such capacities with us. If you were able to enforce an action against our directors or officers, in all likelihood,
we would be required to pay any expenses they incurred in defending the lawsuit and any judgment or settlement they otherwise would be
required to pay. Accordingly, our indemnification obligations could divert needed financial resources and may adversely affect our business,
financial condition, results of operations and cash flows, and adversely affect prevailing market prices for our common stock.

 If
we continue to be unable to implement and maintain effective internal control over financial reporting in the future, investors may lose
confidence in the accuracy and completeness of our financial reports and investors may lose the value of their investment.

 As
a public company, we are required to maintain internal control over financial reporting and to report any material weaknesses in such
internal control. In addition, we have been required to furnish a report by management on the effectiveness of our internal control over
financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act. If we continue to identify material weaknesses in our internal
control over financial reporting, if we are unable to comply with the requirements of Section 404 in a timely manner or assert that our
internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express
an opinion as to the effectiveness of our internal control over financial reporting when required, investors may lose confidence in the
accuracy and completeness of our financial reports and the price of our stock could be negatively affected, and we could become subject
to investigations by the SEC, FINRA or other regulatory authorities, which could require additional financial and management resources.

 The
requirements of being a public company may strain our resources and divert management's attention.

 As
a public company, we are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act,
the Sarbanes-Oxley Act, the Dodd-Frank Act, the listing requirements of the securities exchange on which we list, and other applicable
securities rules and regulations. Despite recent reforms made possible by the JOBS Act, compliance with these rules and regulations will
nonetheless increase our management, legal and financial compliance costs, make some activities more difficult, time-consuming or costly
and increase demand on our systems and resources, particularly after we are no longer an "emerging growth company." The Exchange
Act requires, among other things, that we file annual, semiannual, and current reports with respect to our business and operating results.

 As
a result of disclosure of information in this annual report, periodic reports, current reports and in other filings required of a
public company, our business and financial condition are more visible, which we believe may result in threatened or actual
litigation, including by competitors and other third parties. If such claims are successful, our business and operating results
could be harmed, and even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and
resources necessary to resolve them, could divert the resources of our management and adversely affect our business, brand and
reputation and results of operations.

 We
also expect that being a public company and these new rules and regulations will make it more expensive for us to obtain director and
officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage.
These factors could also make it more difficult for us to attract and retain qualified members of our board of directors, particularly
to serve on our audit committee and compensation committee, and qualified executive officers.

 We
incur increased costs as a result of being a public company.

 As
a public company, we incur legal, accounting and other expenses that we did not incur as a private company. For example, we must now
engage U.S. securities law counsel and U.S. GAAP auditors that we did not require as a private company, and we will have annual payments
for listing on a stock exchange if we are so listed. In addition, the Sarbanes-Oxley Act, as well as new rules subsequently implemented
by the SEC and NASDAQ, has required changes in corporate governance practices of public companies. We expect these new rules and regulations
to increase our legal, accounting and financial compliance costs and to make certain corporate activities more time-consuming and costly.
In addition, we incur additional costs associated with our public company reporting requirements. While it is impossible to determine
the amounts of such expenses in advance, we expect that we will incur additional expenses of between $500,000 and $1 million per year
that we did not experience as a private company.

 Item
1B. Unresolved Staff Comments

 Item
2. Properties

 We
currently maintain our principal executive offices at C290, DoBe E-Manor, Dongning Road No. 553, Jianggan District, Hangzhou City, Zhejiang
Province, China, comprising an aggregate of 275 square meters, which expires on November 30, 2022. The current total yearly rental is
RMB249,379 (approximately $38,784).

 We
also lease an office in Shenzhen at Room 1717, Block B Building B, Tianan Digital City, Longgan District, Shenzhen City, Guangdong Province,
China, comprising of 40 square meters, which expires on December 31, 2023. The currently yearly rental is RMB72,000 (approximately $11,198).

 In
addition, we maintain one warehouse for automotive aftermarket products of more than 400 square meters, in Hangzh City, Zhejiang province,
China, which with third party. The current total yearly rental is RMB97,500 (approximately $15,163).

 As
of May 31, 2022, the Company has two operating lease agreements for office spaces, one warehouse in PRC with remaining lease terms of
from 5 months to 12 months.

 Item
3. Legal Proceedings

 We
are not currently involved in any legal proceedings and we are not aware of any pending or potential legal actions.

 Item
4. Mine Safety Disclosures

 Not
applicable.

 PART
II

 Item
5. Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 Market
Information

 Our
common stock is currently quoted on the OTC Pink under the trading symbol "ECXJ".

 Trading
in stocks quoted on the OTC market is often thin and is characterized by wide fluctuations in trading prices due to many factors that
may have little to do with a company's operations or business prospects. We cannot assure you that there will be a market for our
common stock in the future.

 Stockholders
of Record

 As
of May 31, 2022, there were 396 stockholders of all of our issued and outstanding shares of common stock.

 Dividends

 We
have not declared any cash dividends with respect to our common stock and do not intend to declare dividends in the foreseeable future.
There are no material restrictions limiting, or that are likely to limit, our ability to pay dividends on our common stock.

 Securities
Authorized for Issuance under Equity Compensation Plans

 We
have not adopted or approved an equity compensation plan. No options, warrants or other convertible securities have been granted outside
of an approved equity compensation plan.

 Transfer
Agent

 The
transfer agent for our capital stock is Vstock Transfer, LLC, with an address at 18 Lafayette Place, Woodmere, NY 11598 and telephone
number is 212-828-8436.

 Recent
Sales of Unregistered Securities

 None.

 Purchase
of Equity Securities by the Issuer and Affiliated Purchasers

 None.

 Item
6. Selected Financial Data

 As
a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information required by
this item.

 Item
7. Management's Discussion and Analysis of Financial Condition and Results of Operations

 The
following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in
this Annual Report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual
results could differ materially from those discussed in the forward- looking statements. Factors that could cause or contribute to such
differences include, but are not limited to those discussed below and elsewhere in this Report. Our audited financial statements are
stated in U.S. Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

 Company
Overview

 CXJ
Group Co., Limited (the "Company" or "ECXJ"), was incorporated in the State of Nevada on August 20, 1998.

 We
are an automobile exhaust cleaner and parts wholesaler, as well as an auto detailing store consultancy company. Our business mainly divided
into three sectors, namely sales of automobile exhaust cleaner and parts, provision of auto detailing store consultancy services and
authorization fee on our brand name "Chejiangling / Teenage Hero Car". Through various acquisitions of high-quality upstream
and downstream companies in the industry, the Company creates a complete industrial chain to reduce costs and enhance competitiveness.

 During
the year 2021 and 2022, the Company conducted its business in generally three revenue stream: product sales – automotive aftermarket
products; brand name management fees; other consultancy fee.

 Results
of Operations

 Year Ended May 31,

 Year to Year Comparison

 2022

 2021

 $

 $

 $

 2,771,360

 1,050,828

 1,720,532

 Cost of Goods Sold

 (1,037,875
)

 (403,927
)

 (633,948
)

 Gross Profit

 1,733,485

 646,901

 1,086,584

 Operating Expenses

 (2,258,212
)

 (2,218,163
)

 40,049

 Other Income (Expenses)

 26,338

 (2,992
)

 29,330

 Interest Income

 Provision for Income Taxes

 (3,095
)

 (8,185
)

 5,090

 Net Income (Loss)

 (501,069
)

 (1,582,407
)

 1,081,338

 Less: Net Income (Loss) attributable to non-controlling interest

 40,384

 -

 40,384

 Net Income (Loss) attributable to ECXJ

 (541,453
)

 (1,582,407
)

 1,040,954

totaled $2,771,360, for the year ended May 31, 2022, an increase of $1,720,532 or 164%, as compared to that for the year ended May 31,
2021 $1,050,828 (as restated). The increment is mainly due to the increase revenue of brand name
management fees $488,327, motor oil and spare parts $1,415,677 and decrease revenue of automobile exhaust cleaner $273,632.

revenue for the year ended May 31, 2021 is $1,050,828, as compared to original revenue $1,075,010, that is a decrement of $24,182, due
to the adjustments of brand name management fees.

 Cost
of Revenue

 Cost
of revenue totaled $1,037,875 for the year ended May 31, 2022, an increase of $633,948, as compared to that of May 31, 2021 $403,927
(as restated). The increment is mainly due to the increase in sales of motor oil and spare parts
$807,825 and offset decrease in sales of automobile exhaust cleaner $179,072.

cost of revenue for the year ended May 31, 2021 is $403,927, as compared to original cost of revenue $419,152 that is a decrement of
$15,225, due to the adjustment of motor oil and spare parts.

 Gross
Profit

 Gross
profit was $1,733,485 for the year ended May 31, 2022, an increased of $1,086,584, as compared to that of May 31, 2021 $646,901 (as restated).
Gross profit margin increased from 62% (2021 restated) to 63% for the year ended May 31, 2022, primarily due to the increase in sales
of higher profitable products motor oil and spare parts $608,052, increase brand name management fees $488,327, increase training and
other revenues $84,766 and offset decrease automobile exhaust cleaner $94,560.

gross profit for the year ended May 31, 2021 is $646,901, as compared to original gross profit $655,858, that is a decrement of $8,957, due to the adjustments of increase motor oil and spare parts $16,779, offset decrease brand name management fees $24,183 and decrease
training and other revenues $1,553.

Expenses

expenses are $2,258,212 and $2,218,163 (as restated) for the years ended May 31, 2022 and 2021 respectively, as compared that is a increase
of $40,049. The increase is mainly due to the increase in impaired goodwill written off $694,992,
payroll costs $287,967, advertisement costs $130,647, offset decrease in bad debts written off of $848,363 and bad debts recovery of
$155,005.

operating expenses for the year ended May 31, 2021 is $2,218,163, as compared to original operating expenses $2,536,599, that is a decrement
of $318,436, due to the decrease of bad debts written off $688,623 and offset increase in impaired goodwill written off $322,972.

 Net
Income/(Loss)

 Net
loss totaled $541,453 for the year ended May 31, 2022, compared to the year ended May 31, 2021 net loss $1,582,407 (as restated), that
is an increase net income of $1,040,954, primarily as a result of the increase of motor oil, spare
parts and brand name management fees generated gross profit $1,086,584, bad debts written off reduced by $848,363, bad debts recovery
$155,055, offset increase in payroll costs by $284,967 and impaired goodwill written off 694,992.

net loss for the year ended May 31, 2021 is $1,582,407, as compared to original net loss $1,886,242, that is an decrease net loss $303,835,
due to bad debts written off reduced by $688,623 and offset increase in impaired goodwill written off $322,972.

 Liquidity
and Capital Resources

 Working
Capital

 Year Ended May 31,

 Year to Year Comparison

 2022

 2021
 (As Restated)

 $

 $

 $

 Total Current Assets

 1,655,743

 587,886

 1,067,857

 Total Current Liabilities

 3,213,999

 2,701,768

 512,231

 Working Capital (Deficit)

 (1,558,256
)

 (2,113,882
)

 555,626

 As
of May 31, 2022, we had working capital deficit of $1,558,256, an increase of working capital 555,626, as compared to working capital
deficit of $2,113,882 as of May 31, 2021 (as restated), that is due to increment of total current assets $1,067,857 and total current
liabilities $512,231.

 Increase
of total current assets $1,067,857 mainly due to increment of cash and cash equivalents $487,035, prepayment, deposits and other receivables
$217,715 and inventories $354,962. Increase of total current liabilities $512,231 due to increment of advance received, accrued expenses
and other payable $486,084.

working capital deficit for the year ended May 31, 2021 is $2,113,882, as compared to original working capital deficit $2,763,283, that
is an increase of working capital $649,401, due to the decrease of advance received, accrued expenses and other payable $729,878 and
decrease prepayment, deposit and other receivable $100,136.

 Cash
Flows

 Year Ended May 31,

 Year to Year Comparison

 2022

 2021
 (As Restated)

 $

 $

 $

 Cash Flows provided by operating activities

 443,523

 103,242

 340,281

 Cash Flows used in Investing activities

 (11,456
)

 11,494

 Cash Flows provided by financing activities.

 77,618

 222,001

 (144,383
)

 Effects on change in foreign exchange rate

 (34,144
)

 10,734

 (44,878
)

 Net Change in cash during the year

 487,035

 324,521

 162,514

 Cash
Flow from Operating Activities

 Cash
flow provided by operating activities for the year ended May 31, 2022 is $434,523 as compared to the amount of $103,242 (as restated)
provided by operating activities for the year ended May 31, 2021, reflecting an increase of $340,281. The increase in net cash provided
by operating activities is mainly due to net cash generated from net profit $474,884 and increase of advanced received, accrued liabilities
and other payable $1,873,441, offset by the decreased cash flow in prepayment, deposit paid and other received $1,408,509, inventories
$428,829, accounts receivable $120,734 and accounts payable $64,682.

cash flow provided by operating activities for the year ended May 31, 2021 is $103,242, as compared to original $286,630, that is a decrease
of cash flow by $183,388. The decrease is mainly due to decrease advanced received, accrual liabilities and other payable $669,393, accounts
payable $30,267 and prepayments, deposit paid and other receivable $37,168, offset by the increased net cash generated from net profit
$228,073 and accounts receivable $327,246.

 Cash
Flow from Investing Activities

 Cash
flow used in investing activities is $38 for the year ended May 31, 2022, as compared to $11,456 (as restated) for the year ended May
31, 2021, reflecting an increase of $11,494. The increase is due to purchased of computers and intangible assets.

cash flow used in investing activities for the year ended May 31, 2021 is $11,456, as compared to original $12,014, that is a decrease
of $558 due to purchase of intangible assets.

 Cash
Flow from Financing Activities

 Cash
flow provided by financing activities is $77,618 for the year ended May 31, 2022, compared to $222,001 (as restated) for the year ended
May 31, 2021, reflecting a decrease of $144,383. The decrease in net cash provided by financing activities was mainly due to a decrease
in advances from directors $172,052 and offset of increase repayments from related parties $27,669.

cash flow provided by financing activities for the year ended May 31, 2021 is $222,001, as compared to original $214,496, that is an
increase of $7,505 from advances from directors.

 Critical
Accounting Policy and Estimates

 In
the ordinary course of business, we make a number of estimates and assumptions relating to the reporting of results of operations and
financial condition in the preparation of our financial statements in conformity with U.S. generally accepted accounting principles.
We base our estimates on historical experience, when available, and on other various assumptions that are believed to be reasonable under
the circumstances. Actual results could differ significantly from those estimates under different assumptions and conditions.

 Off-Balance
Sheet Arrangements

 We
do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial
condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources
that is material to investors.

 Item
7A. Quantitative and Qualitative Disclosures about Market Risk

 As
a smaller reporting company, we are not required to provide the information required by this item.

 Item
8. Financial Statements and Supplementary Data

 The
consolidated financial statements of the Company are included in this Annual Report on Form 10-K beginning on page F-1, which are incorporated
herein by reference.

 Item
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 The
disclosure with respect to the change in our accountants required under this section was previously reported as such term is defined
in Rule 12b-2 under the Securities Exchange Act of 1934, as amended, on a Current Report on Form 8-K filed with the Securities and Exchange
Commission on June 20, 2022. As previously disclosed, there were no disagreements or any reportable events to disclose.

 Item
9A. Controls and Procedures

 Evaluation
of Disclosure Control 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 May 31, 2022, 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.

 Management's
Report on Internal Control over Financial Reporting

 Our
management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over
financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the
supervision of, the Company's principal executive and principal financial officers and effected by the board of directors (the
"Board"), management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the
United States ("GAAP") and includes those policies and procedures that:

 Apply to the maintenance
 of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company

 Provide reasonable assurance
 that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and that receipts
 and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;
 and

 Provide reasonable assurance
 regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could
 have a material effect on the financial statements.

 Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed,
have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect
to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material
misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent
limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to
reduce, though not eliminate, this risk.

 We
carried out an assessment, under the supervision and with the participation of our management, including our Chief Executive Officer
and Chief Financial Officer, of the effectiveness of our internal controls over financial reporting, as defined in Rules 13a-15(e) and
15d-15(e) of the Exchange Act, as of May 31, 2020. Management based the assessment on criteria for effective internal control over financial
reporting described in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission
(2013 framework). Management's assessment included an evaluation of the design of our internal control over financial reporting
and testing of the operational effectiveness of its internal control over financial reporting. Based
on this assessment, management has concluded that as of May 31, 2020, our 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. In an effort to remediate the identified material weaknesses
and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:

 We have increased our personnel
 resources and technical accounting expertise within the accounting function and intend to hire one or more additional personnel for
 the function due to turnover.

 We will create a position
 to segregate duties consistent with control objectives.

 We plan to prepare written
 policies and procedures for operating, accounting and financial reporting to establish a formal process to close our books monthly
 on an accrual basis and account for all transactions, including equity and debt transactions.

 We plan to test our updated
 controls and remediate our deficiencies in the year 2022.

 This
Annual Report does not include an attestation report of the Company's registered public accounting firm regarding internal control
over financial reporting. The Management's report was not subject to attestation by the Company's registered public accounting
firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management's report in
this Annual Report.

 Changes
in Internal Control over Financial Reporting.

 There
was no change in our internal controls over financial reporting that occurred during the quarter ended May 31, 2020, which has materially
affected or is reasonably likely to materially affect, our internal controls over financial reporting, except that we have hired outside
consultant to remediate our material weakness in lack of accounting and finance personnel with technical knowledge in SEC rules and regulations.

 Item
9B. Other Information

 None.

 PART
III

 Item
10. Directors, Executive Officers and Corporate Governance

 The
following table sets forth information regarding our executive officers and directors as of the date of this Annual Report.

 Name

 Age

 Positions

 Lixin
 Cai

 President,
 CEO, Secretary and Director

 Cuiyao
 Luo

 CFO,
 Treasurer and Director

 Xinrui
 Wang

 Wenbin
 Mao

 Baiwan
 Niu

 Lixin
Cai obtained a college's degree in Vehicle Inspection and maintenance professional from Central South University in 2010. From
2010 to 2012, he served at Hangzhou Xiaomuzhi Auto Maintenance Technology Co., Ltd. and was subsequently promoted to Marketing Manager.
His major responsibilities were planned, executed, and led online marketing tactics, resulting in wide range company advancements. From
2012 to 2019, he joined Hangzhou Kuaidian Maintenance Technology Development Co., Ltd. and served as Operating Controller. He was responsible
to lead company's internal operational teams including designating roles, assigning objectives, and monitoring and evaluating results
and reports. Due to Mr. Cai's status as a qualified expert in auto industry, along with his 10 years of professional working experience,
the Board of Directors has determined it best to appoint him to the position of Chief Executive Officer of the Company.

 Cuiyao
Luo has three degrees, her first college's degree in Proximate Analysis was from Zhejiang Shuren University in 2000, her second
college's degree in Computer Science and Technology was from Hunan University in 2003 and earned her master's degree in Administration
Major in Jiangnan University. From 2003 to 2005, Ms. Luo worked at Zhejiang Talent Specialized College as office director of the Teacher
Training Institution. Her responsibilities include fostering communication and providing advice on critical issues. Ms. Luo became the
President Assistant and Marketing Manager in Hangzhou Xiaomuzhi Auto Maintenance Technology Co., Ltd since from year 2006 to 2012.

 From
year 2013 to present, she founded her own company "Shaodong Xian Liang Shi Zhen Cuiyao Home Appliance Sales Department".
Due to Ms. Luo's over 18 years of experience in management of various businesses, the Board of Directors elected to appoint Ms.
Luo to the positions of Chief Operating Officer the company.

 Xinrui
Wang, graduated from Dahua Group Technical College and obtained his Fine Chemical Bachelor's degree from University of Science
& Technology, Beijing in 2002. Xinrui Wang has extensive knowledge in network optimal design, mathematical modeling and enterprises
management. He started his own business in 2011. From 2016 to now, Xinrui Wang founded and has been serving as president in Hebei Changlai
Changwang Network Technology Co., Ltd. In the same year, Xinrui Wang founded the Chang Lai Chang Wang (Hangzhou) E-commerce Co., Ltd,
where he served as President. He is responsible for all aspects of business development and strategic planning for the business and established
and maintained company policies and procedures. From June 2019 to now, He invested in CXJ Group Co., Ltd and serves as a director based
on his previous years' experience in e-commerce and was interest in automobile products manufacturing and selling.

 Wenbin
Mao, graduated from Beijing Foreign Studies University and obtained Finance degree. Wenbin Mao has extensive knowledge in trading
and business design. He founded and has been serving as general manager in Shenzhen Xing Yao International Film & Television Media
Ltd since year 2016, Due to his over 20 years of experience in business administrative, he was appointed as the director of CXJ Group
Co., Ltd.

 Baiwan
Niu, graduated from Ping Ding Shan Colleague and obtained Computer degree. Baiwan Niu has extensive knowledge in branding and business
design. He founded and has been serving as general manager in Shenzhen Jiao Rui International Trading Ltd since year 2015, due to his
over 18 years of experience in brand management experience, he was appointed as the director of CXJ Group Co., Ltd.

 Family
Relationships

 There
are no family relationships, or other arrangements or understandings between or among any of the directors or executive officer.

 Board
of Directors

 All
directors hold office until the next annual meeting of shareholders and until their successors have been duly elected and qualified.
Directors are elected at the annual meetings to serve for one-year terms. Officers are elected by, and serve at the discretion of, the
board of directors. Our board of directors shall hold meetings on at least a quarterly basis.

 The
board of directors has determined to comply with the NASDAQ Listing Rules with respect to certain corporate governance matters. As a
smaller reporting company, under the NASDAQ rules we are only required to maintain a board of directors composed of at least 50% independent
directors, and an audit committee of at least two members, composed solely of independent directors who also meet the requirements of
Rule 10A-3 under the Securities Exchange Act of 1934.

 Delinquent
Section 16(a) Reports

 Section
16(a) of the Exchange Act requires that our executive officers and directors, and persons who own more than ten percent of a
registered class of our equity securities, file reports of ownership and changes in ownership with the SEC. Executive officers,
directors and greater-than-ten percent stockholders are required by SEC regulations to furnish us with all Section 16(a) forms they
file. Based solely on our review of the copies of the forms received by us and written representations from certain reporting
persons that they have complied with the relevant filing requirements, we believe that, during the year ended May 31, 2022, all of
our executive officers, directors and greater-than-ten percent stockholders complied with all Section 16(a) filing
requirements.

Independence

 We
are not currently subject to listing requirements of any national securities exchange or inter-dealer quotation system which has
requirements that a majority of the Board be "independent" and, as a result, we are not at this time required to have
our Board comprised of a majority of "independent directors." Neither of our directors is independent under the
applicable standards.

 Board
Committees

 We
currently have not established any committees of the Board. Our Board may designate from among its members an executive committee and
one or more other committees in the future. We do not have a nominating committee. Further, we do not have a policy with regard to the
consideration of any director candidates recommended by security holders. To date, other than as described above, no security holders
have made any such recommendations. Our Board performs all functions that would otherwise be performed by committees. Given the present
size of our board, it is not practical for us to have committees. If we are able to grow our business and increase our operations, we
intend to expand the size of our board and allocate responsibilities accordingly.

 Audit
Committee

 We
have no separate audit committee at this time. The entire Board oversees our audits and auditing procedures. Neither of our directors
is not an "audit committee financial expert" within the meaning of Item 407(d)(5) of SEC Regulation S-K.

 Compensation
Committee

 We
have no separate compensation committee at this time. The entire Board oversees the functions, which would be performed by a compensation
committee.

 Code
of Ethics

 We
have adopted a code of ethics that applies to all of our executive officers, directors and employees. The code of ethics codifies the
business and ethical principles that govern all aspects of our business. A copy of the code of ethics is available on our website at
 and is attached as Exhibit 14.4 to this Annual Report.

 Involvement
in Certain Legal Proceedings

 To
our knowledge, there are no material proceedings to which any of our directors, officers or affiliates of the Company is a party adverse
to the Company or has a material interest adverse to the Company.

 Section
16(a) Beneficial Ownership Reporting Compliance

 Section
16(a) of the Exchange Act requires that our executive officers and directors, and persons who own more than ten percent of a registered
class of our equity securities, file reports of ownership and changes in ownership with the SEC. Executive officers, directors and greater-than-ten
percent stockholders are required by SEC regulations to furnish us with all Section 16(a) forms they file. Based solely on our review
of the copies of the forms received by us and written representations from certain reporting persons that they have complied with the
relevant filing requirements, we believe that, during the year ended May 31, 2022, all of our executive officers, directors and greater-than-ten
percent stockholders complied with all Section 16(a) filing requirements.

 Item
11. Executive Compensation

 The
following table sets forth the compensation paid or accrued by us to our Chief Executive Officer and Chief Financial Officer for the
years ended May 31, 2022 and 2021 (As Restated).

 Name and

 Principal

 Salary

 Bonus

 Stock

 Awards

 Option

 Awards

 All Other

 Compensation

 Total

 Position

 Year

 ($)

 ($)

 ($)

 ($)

 ($)

 ($)

 Lixin Cai (President, CEO & Secretary and Director)

 2022

 47,235

 -

 -

 -

 -

 47,235

 2021

 27,624

 -

 -

 -

 -

 27,624

 Cuiyao Luo (CFO, Treasurer & Director)

 2022

 -

 -

 -

 -

 -

 -

 2021

 -

 -

 -

 -

 -

 -

 Xinrui Wang (Director)

 2022

 -

 -

 -

 -

 -

 -

 2021

 -

 -

 -

 -

 -

 -

 Wenbin Mao (Director)

 2022

 -

 -

 -

 -

 -

 -

 2021

 -

 -

 -

 -

 -

 -

 Baiwan Niu (Director)

 2022

 -

 -

 -

 -

 -

 -

 2021

 -

 -

 -

 -

 -

 -

 (1)
Mr. Lixin Cai was appointed by the Board to serve as the Chief Executive Officer, President, Secretary and a director of the Company
since June 21, 2019.

 Employment
Agreements with Named Executive Officers

 On
December 20, 2019, the Company and Mr. Lixin Cai entered into an employment agreement (the "Employment Agreement") setting
forth the terms and conditions of Mr. Cai's employment as Chief Executive Officer, President, Secretary. Pursuant to the Employment
Agreement, Mr. Cai will serve as the Chief Executive Officer, President, Secretary for a term of one year, subject to automatic renewal
for successive one-year terms, unless either party gives 60-day prior notice of non-renewal. Mr. Cai is entitled to an annual base salary
o f $47,235 for his services and participation in all compensation and employee benefit plans.
Should Mr. Cai be terminated for cause, or by reason of death or disability, or resign without good reason (as such terms are defined
in the Employment Agreement), Mr. Cai shall be entitled to receive his base salary and benefits through the end of his employment and
such other compensation and benefits as may be provided in applicable plans and programs of the Company. In the case of termination by
death,

 Mr.
Cai is entitled to receive the portion of stock option to the extent vested prior to the end of his employment. Should Mr. Cai be terminated
without cause (other than due to death or disability) or resign for good reason, he shall be entitled to receive any accrued and unpaid
base salary, benefits and the stock option to the extent vested through the end of his employment, as well as continuation of his base
salary for three months following of the end of his employment.

 Outstanding
Equity Awards

 There
were no outstanding equity awards, as of May 31, 2022.

 Equity
Compensation Plan Information

 We
currently do not have an equity compensation plan.

Compensation

 We
did not pay our directors any compensation for their services as a director during the years ended May 31, 2022 and 2021 (as restated),
respectively.

 Compensation
Committee Interlocks and Insider Participation

 None
of our executive officers currently serves, or has served during the last completed fiscal year, on the compensation committee or board
of directors of any other entity (other than a subsidiary or consolidated affiliate of the Company) that has one or more executive officers
serving as a member of our Board or Compensation Committee.

 Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 The
following table sets forth certain information, regarding the beneficial ownership of the Company's common stock as of April 13,
2022 by (i) each shareholder known by the Company to be the beneficial owner of 5% or more of its common stock, (ii) by each director
and executive officer of the Company and (iii) by all executive officers and directors of the Company as a group. Each of the persons
named in the table has sole voting and investment power with respect to common stock beneficially owned.

 The
information presented below regarding beneficial ownership of our voting securities has been presented in accordance with the rules of
the Securities and Exchange Commission and is not necessarily indicative of ownership for any other purpose. Under these rules, a person
is deemed to be a "beneficial owner" of a security if that person has or shares the power to vote or direct the voting of
the security or the power to dispose or direct the disposition of the security. A person is deemed to own beneficially any security as
to which such person has the right to acquire sole or shared voting or investment power within sixty (60) days through the conversion
or exercise of any convertible security, warrant, option, or other right. More than one (1) person may be deemed to be a beneficial owner
of the same securities. The percentage of beneficial ownership by any person as of a particular date is calculated by dividing the number
of shares beneficially owned by such person, which includes the number of shares as to which such person has the right to acquire voting
or investment power within sixty (60) days, by the sum of the number of shares outstanding as of such date. Consequently, the denominator
used for calculating such percentage may be different for each beneficial owner. Except as otherwise indicated below and under applicable
community property laws, we believe that the beneficial owners of our common stock listed below have sole voting and investment power
with respect to the shares shown.

 The
column entitled "Percentage of Shares Beneficially Owned" is based on a total of 101,487,017 shares of our common stock outstanding
as of May 31, 2022.

 The
business address of each directors and officers listed below is C290, DoBe E-Manor, Dongning Road No. 553, Jianggan District, Hangzhou
City, Zhejiang Province, China.

 Name and Address of Beneficial Owner

 Amount and Nature of Beneficial Ownership

 Percentage of Class

 Xinrui Wang

 75,400,500

 74.3
 %

 CXJ Investment Holding Ltd (Controlled by Xinrui Wang)

 5,000,000

 4.9
 %

 Lixin Cai

 1,364,800

 1.3
 %

 Wenbin Mao

 10,500,000

 10.3
 %

 Baiwan Niu

 4,500,000

 4.4
 %

 The
Company does not know any arrangements which may result in a change in control of the Company at a subsequent date.

 Item
13. Certain Relationships, Related Transactions and Director Independence

 Shenzhen
BaiWen Enterprise Management Consultancy Co., Ltd and Shenzhen Xingyao International Film and Video Culture Media Co., Ltd are controlled
by director Wenbin Mao and Baiwan Niu. The Company paid consultancy fees RMB1,138,112 (approximately $177,000) and RMB0 ( approximately
$0) for the years ended May 31, 2022 and 2021, respectively.

 Ms.
Cuiyao Luo, our CFO and director of the Company, advanced working capital in the amount of $43,449 and $88,633 for the years ended May
31, 2022 and 2021. As of the reporting date, the amount due to Ms. Cuiyao Luo is $158,384.

 For
more related party transactions, see Note 10 of the accompanying consolidated financial statements.

 Item
14. Principal Accountant Fees and Services

 The
following table shows the fees that we paid or accrued for the audit and other services provided by our independent registered public
accounting firms for the fiscal years ended May 31, 2022 and 2021.

 Year Ended

 Year Ended

 May 31, 2021

 May
31, 2022

 as restated

 $

 $

 Audit Fees (1)

 43,800

 24,000

 Tax Fees (20

 8,000

 7,000

 All Other Fees (3)

 22,458

 24,631

 Total

 74,258

 55,631

 (1)
This category consists of fees for professional services rendered by our principal independent registered public accountants for the
audit of our annual financial statements, review of financial statements included in our quarterly reports and services that are normally
provided by the independent registered public accounting firms in connection with statutory and regulatory filings or engagements for
those fiscal years.

 (2)
This category consists of fees for professional services rendered by our independent registered public accountant for tax compliance,
tax advice, and tax planning.

 (3)
This category consists of fees for services provided by our independent registered public accountants other than the services described
above.

 Item
15. Exhibits and Financial Statement Schedules

 (a)
Documents filed as part of this Annual Report

 (1)
All Financial Statements

 The
consolidated financial statements as listed in the accompanying "Index to Consolidated Financial Statements" are filed as
part of this Annual Report on Form 10-K.

 (2)
Financial Statement Schedules

 All
financial statement schedules have been omitted, since the required information is not applicable or is not present in amounts sufficient
to require submission of the schedule, or because the information required is included in the consolidated financial statements and notes
thereto included in this Form 10-K.

 (3)
Exhibits

 Number

 Description

 10.1

 Share Exchange Agreement, dated May 28, 2020 by and among CXJ Investment Group Company Limited, New Charles Technology Group, Lixin Cai and CXJ Group Co., Limited.

 10.2

 Equity Transfer Agreement, dated Augsut 19, 2021, among Shenzhen Baiwen Enterprise Management Consulting Co.,ltd and CXJ Technology (Hangzhou) Co., Ltd, CXJ Technology (Hangzhou) Co., Ltd agreed to acquire 51% equity interest of Shenzhen Lanbei Ecological Technology Co., Ltd.

 21.1*

 Subsidiaries of the registrant

 31.1*

 Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).

 31.2*

 Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).

 32.1**

 Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.

 32.2**

 Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.

 101.INS

 101.SCH

 101.CAL

 Document

 101.LAB

 Document

 101.PRE

 Document

 101.DEF

 Document

 Item
16. Form 10–K Summary

 None.

 SIGNATURES

 Pursuant
to the requirements of Section 13 or 15(d) 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., Limited

 Date:

 January
9, 2024

 By:

 /s/ Lixin
 Cai

 Name:

 Lixin Cai

 Title:

 Chief Executive Officer, President and Secretary (Principal
 Executive Officer)

 By:

 /s/
 Cuiyao Luo

 Name:

 Cuiyao Luo

 Title:

 Chief Financial Officer and Treasurer

 (Principal Financial and Accounting Officer)

 CXJ

Financial Statements

 For
the Years Ended May 31, 2022 and 2021 (as restated)

 Contents

 Page

 Report
 of Independent Registered Public Accounting Firm

 Consolidated Balance Sheets

 Consolidated Statements of Operations and Comprehensive Loss

 Consolidated Statements of Changes in Equity (Deficit)

 Consolidated Statements of Cash Flows

 Notes to Financial Statements

 to F-22

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Shareholders and Board of Directors of

 CXJ

 Opinion
on the Financial Statements

 We have audited the accompanying consolidated balance sheet of CXJ Group
Co., Limited and its subsidiaries (the "Company") as of May 31, 2022, and the related consolidated statements of operations
and comprehensive loss, stockholders' equity (deficit), and cash flows for the year then ended, and the related notes (collectively
referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects,
the financial position of the Company as of May 31, 2022, and the results of their operations and their cash flows for the year then ended,
in conformity with accounting principles generally accepted in the United States of America.

 Going
Concern Matter

 The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note
3 to the financial statements, the Company has suffered recurring losses from operations that raises substantial doubt about its ability
to continue as a going concern. Management's plans in regard to these matters are also described in Note 3. The financial statements
do not include any adjustments that might result from the outcome of this uncertainty.

 Basis
for Opinion

 These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public
accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to
be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations
of the Securities and Exchange Commission and the PCAOB.

 We conducted our audit in accordance with the standards of the PCAOB. Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of
material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of
its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over
financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over
financial reporting. Accordingly, we express no such opinion.

 Our audits included performing procedures to assess the risks of material
misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures
included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included
evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation
of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

 Critical
Audit Matters

 Critical audit matters are matters arising from the current period audit
of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts
or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.
We determined that there are no critical audit matters.

 We
have served as the Company's auditor since 2023.

 Zhen
Hui Certified Public Accountants

 ( PCAOB ID: 957)

 Hong
Kong, China

 Date:
 8 JAN, 2024

 F- 1

 CXJ

Balance Sheets

 As
of May 31, 2022 and 2021 (as restated)

 2022

 2021

 Audited

 Audited

 $

 $

 ASSETS

 CURRENT ASSETS

 Cash and cash equivalents

 827,144

 340,109

 Accounts receivable

 60,122

 8,477

 Prepayments, deposits and other receivables

 334,262

 116,547

 Due from related parties

 -

 43,500

 Inventories

 434,215

 79,253

 Total Current Assets

 1,655,743

 587,886

 NON-CURRENT ASSETS

 Property, plant and equipment, net

 1,445

 -

 3,433,611

 4,440,043

 Operating lease right-of-use assets

 78,586

 88,624

 Total Non-current Assets

 3,513,642

 4,528,667

 TOTAL ASSETS

 5,169,385

 5,116,553

 LIABILITIES AND STOCKHOLDERS' EQUITY

 CURRENT LIABILITIES

 Accounts payable

 214,504

 233,516

 Advanced received, accrued expenses and other payables

 2,764,506

 2,300,910

 \Due to related party

 22,489

 -

 Amount due to directors

 158,384

 114,935

 \Due to related party

 22,489

 -

 Operating lease liabilities, net of current portion

 54,116

 52,407

 Total Current Liabilities

 3,213,999

 2,701,768

 NON-CURRENT LIABILITIES

 Operating lease liabilities, non-current portion

 21,543

 35,879

 TOTAL LIABILITIES

 3,235,542

 2,737,647

 STOCKHOLDERS' EQUITY

 Common stock, $ 0.001 par value, 490,000,000 and 490,000,000 shares authorized, 101,487,017 and 101,487,017 shares issued and outstanding as of May 31, 2022 and May 31, 2021 respectively

 Additional paid-in capital

 Accumulated other comprehensive income (loss)

 ( 59,115
)

 ( 126,200
)

 Accumulated deficit

 ( 2,169,499
)

 ( 1,628,046
)

 Total CXJ Group Stockholders' Equity

 1,904,538

 2,378,906

 Non-controlling interest

 29,305

 -

 TOTAL STOCKHOLDERS' EQUITY

 1,933,843

 2,378,906

 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

 5,169,385

 5,116,553

 See
accompanying notes to the consolidated financial statements

 F- 2

 CXJ

Statements of Operations and Comprehensive Loss

 For
the Years ended May 31, 2022 and 2021 (as restated)

 2022

 2021
 (As Restated)

 Audited

 Audited

 $

 $

 - Non-related party

 2,771,360

 1,050,828

 Cost of Sales

 ( 1,037,875
)

 ( 403,927
)

 Gross Profit

 1,733,485

 646,901

 Other Income/(Expenses)

 26,338

 ( 2,992
)

 Selling and Distribution Expenses

 ( 762,727
)

 ( 370,182
)

 General & Administrative Expenses

 ( 1,495,485
)

 ( 1,847,981
)

 Profit/(Loss) from Operation

 ( 498,389
)

 ( 1,574,254
)

 Interest Income

 Profit/(Loss) Before Income Tax

 ( 497,974
)

 ( 1,574,222
)

 Income Tax Expense

 ( 3,095
)

 ( 8,185
)

 Net Profit/(Loss) Before Non-Controlling Interest

 ( 501,069
)

)

 Less: Non-Controlling Interest

 40,384

 -

 Net Profit/(Loss) For The Year

 ( 541,453
)

)

 Other Comprehensive Income/(Loss):

 - Foreign Exchange Adjustment Gain/(Loss)

 67,085

 ( 133,852
)

 COMPREHENSIVE PROFIT/(LOSS)

 ( 474,368
)

 ( 1,716,259
)

 Net loss per share - Basic and diluted

 ( 0.00
)

 ( 0.02
)

 Weighted average number of common shares outstanding – Basic and diluted

 See
accompanying notes to the consolidated financial statements

 F- 3

 CXJ

Statements of Stockholders' Equity

 For
the years ended May 31, 2022 and 2021 (as restated)

 Number of Shares

 Amount

 Paid-In Capital

 Comprehensive Income

 Accumulated Deficit

 Non-Controlling Interest

 Stockholders' Deficit

 Common Stock

 Additional

 Accumulated Other

 Total

 Number of Shares

 Amount

 Paid-In Capital

 Comprehensive Income

 Accumulated Deficit

 Non-Controlling Interest

 Stockholders' Deficit

 $

 $

 $

 $

 $

 $

 Balance as of May 31,2019

 24,356,062

 24,356

 4,343

 -

 ( 42,911
)

 -

 ( 14,212
)

 1 for 200 reverse stock split

 ( 24,233,845
)

 ( 24,234
)

 24,234

 -

 -

 -

 -

 Prefer Stock issued and convert to common stock

 100,000,000

 100,000

 ( 90,000
)

 -

 -

 -

 10,000

 Common Stock issued

 1,364,800

 1,365

 4,093,088

 -

 -

 -

 4,094,453

 Acquisition of Subsidiary

 -

 -

 -

 -

 718,562

 -

 718,562

 Accumulated other Comprehensive Income

 -

 -

 -

 7,652

 7,652

 Net Loss

 -

 -

 -

 -

 ( 721,290
)

 -

 ( 721,290
)

 Balance as of May 31, 2020

 7,652

 ( 45,639
)

 -

 4,095,165

 Accumulated other Comprehensive Income

 -

 -

 -

 ( 133,852
)

 -

 -

 ( 133,852
)

 Net Loss

 -

 -

 -

 -

)

 -

)

 Balance as of May 31, 2021

 ( 126,200
)

 ( 1,628,046
)

 -

 2,378,906

 Accumulated other Comprehensive Income

 -

 -

 -

 67,085

 -

 -

 67,085

 Net Profit

 -

 -

 -

 -

 ( 541,453
)

 -

 ( 541,453
)

 Non-Controlling Interest

 -

 -

 -

 -

 -

 29,305

 29,305

 Balance as of May 31, 2022

 ( 59,115
)

 ( 2,169,499
)

 29,305

 1,933,843

 See
accompanying notes to the consolidated financial statements

 F- 4

 CXJ

Statements of Cash Flows

 For
the years ended May 31, 2022 and 2021 (as restated)

 2022

 2021

 For the year ended May 31,

 2022

 2021

 $

 $

 CASH FLOWS FROM OPERATING ACTIVITIES:

 Net Profit/(Loss)

 ( 501,069
)

)

 Adjustments to reconcile net profit/(loss) to net cash provided by/(used in) operating activities

 Depreciation and amortization

 -

 Amortization of right-of-use assets

 48,700

 65,537

 Bad debts written off

 56,913

 1,195,957

 Bad debts written off recovery

 ( 155,005
)

 -

 Amortization of intangible assets

 4,516

 Intangible assets written off

 19,476

 11,168

 Impairment of goodwill

 1,017,964

 322,972

 others

 ( 3,511
)

 -

 Changes in operating assets and liabilities:

 Accounts receivables

 ( 53,968
)

 66,766

 Prepayments, deposits and other receivables

 ( 48,938
)

 1,359,571

 Inventories

 ( 371,908
)

 56,921

 Accounts payable

 ( 8,826
)

 55,856

 Advanced received, accrued liabilities and other payable

 489,594

 ( 1,383,847
)

 Operating lease liabilities

 ( 50,830
)

 ( 65,540
)

 Net cash provided by operating activities

 443,523

 103,242

 CASH FLOWS FROM INVESTING ACTIVITY:

 Purchase of property, plant and equipment

 ( 1,914
)

 -

 Purchase of intangible assets

 ( 23,992
)

 ( 11,456
)

 Acquisition of subsidiary, net of cash acquired

 25,944

 -

 Net cash used in investing activity

 ( 11,456
)

 CASH FLOWS FROM FINANCING ACTIVITIES:

 Repayment from related party

 34,169

 6,500

 Advances from directors

 43,449

 215,501

 Repayment from related party

 34,169

 6,500

 Net cash provided by financing activities

 77,618

 222,001

 Effect of exchange rate changes on cash and cash equivalents

 ( 34,144
)

 10,734

 Net change in cash and cash equivalents

 487,035

 324,521

 Cash and cash equivalents, beginning of year

 340,109

 15,588

 CASH AND CASH EQUIVALENTS, END OF YEAR

 827,144

 340,109

 See
accompanying notes to the consolidated financial statements

 F- 5

 NOTE
1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

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

 On
March 04, 2019, the eight judicial District Court of Nevada appointed Custodian Ventures, LLC as custodian for the Company, proper notice
having been given to the officers and directors of Global Entertainment Corporation. There was no opposition.

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

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

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

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

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

 ECXJ,
through its wholly owned subsidiary, CXJ and its subsidiaries and the VIE own and operate an active automobiles products trading and
services business in the People's Republic of China. Our business is supporting our alliance with products and technical services
enable them to service consumers in China.

 NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Basis
of presentation

 These
consolidated financial statements, accompanying notes, and related disclosures have been prepared pursuant to the rules and regulations
of the U.S. Securities and Exchange Commission ("SEC"). These financial statements have been prepared using the accrual basis
of accounting in accordance with the generally accepted accounting principles in the United States ("U.S. GAAP"). The Company's
fiscal year end is May 31. The Company's financial statements are presented in U.S. dollars.

 F- 6

 Basis
of consolidation

 The
consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany accounts and transactions
have been eliminated. The results of subsidiaries acquired during the respective periods are included in the consolidated statements
of operations from the effective date of acquisition or up to the effective date of disposal, as appropriate. The portion of the income
or loss applicable to noncontrolling interests in subsidiaries is reflected in the consolidated statements of operations.

OF OWNERSHIP OF OUTSTANDING SHARES OF ITS SUBSIDIARIES

 Entity Name

 Date
 of Incorporation

 Parent Entity

 Interest
 %

 Nature of Operation

 Place of Incorporation

 CXJ Investment Group Company Ltd

 2020-2-19

 US CXJ

 %

 Investment holding

 British Virgin Islands

 CXJ (HK) Technology Group Company Ltd

 2020-3-11

 BVI CXJ

 %

 Investment holding

 Hong Kong, PRC

 CXJ (Shenzhen) Technology Co., Ltd

 2020-5-26

 HK CXJ

 %

 Investment holding

 PRC

 VIE:

 CXJ Technology (Hangzhou) Co., Ltd

 2019-3-28

 SZ CXJ

 %

 Trading,brand name management fee and consultancy services

 PRC

 Shenzhen Lanbei Ecological Technology Co., Ltd

 2020-10-28

 HZ CXJ

 %

 Trading and consultancy services

 PRC

 Use
of estimates

 The
preparation of 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 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, allowance of doubtful accounts, allowance of deferred tax asset, useful
lives and impairment of long-lived assets, valuation of intangible assets acquired and impairment of goodwill. Actual results may materially
differ from these estimates.

 Reclassification

 Certain
prior year amounts have been reclassified to conform to the current period presentation. These reclassifications had no impact on net
earnings and financial position.

 Foreign
currency translation and re-measurement

 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 which are incorporated in PRC use the Chinese Renminbi ("RMB") as their functional
currency.

 F- 7

 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

 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

 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.

OF EXCHANGE RATES

 May 31, 2022

 May 31,2021

 Period-end CNY: US$1 exchange rate

 $
 6.67

 $
 6.37

 Period-average CNY: US$1 exchange rate

 $
 6.43

 $
 6.68

 Period-end HK$: US$1 exchange rate

 $
 7.76

 $
 7.76

 Period-average HK$: US$1 exchange rate

 $
 7.75

 $
 7.75

 Exchange rate

 $
 7.75

 $
 7.75

 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 Hong Kong and the PRC.

 Accounts
receivable and allowance for doubtful accounts

 Accounts
receivable are stated at the customer obligations due under normal trade terms net of allowance for doubtful accounts.

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

 Inventories

 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 engine oil and auto parts.

 F- 8

 Property
and equipment

 Property
and equipment is carried at cost less accumulated depreciation. Depreciation is provided over their estimated useful lives, using the
straight-line method. Estimated useful lives of the property and equipment are as follows:

OF INTANGIBLE ASSETS ESTIMATED USEFUL LIVES

 Office
 equipment

 years

 Leasehold
 improvements

 years

 The
cost of maintenance and repairs is charged to expenses as incurred, whereas significant renewals and betterments are capitalized.

 Intangible
asset, net

 Intangible
asset consists of developed software. The Company's policy is 100% written off the developed cost of software during the year occurred.

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.

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

 The
Company did not recognize any impairment of long-lived assets during the years ended May 31, 2022 and 2021 (as restated).

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

 In
January 2017, the FASB issued Accounting Standards Update No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the
Test for Goodwill Impairment (ASU 2017-04), which eliminates step two from the goodwill impairment test. Under ASU 2017-04, an entity
should recognize an impairment charge for the amount by which the carrying amount of a reporting unit exceeds its fair value up to the
amount of goodwill allocated to that reporting unit. ASU 2017-04 is effective for annual and interim reporting periods beginning after
December 15, 2022 for smaller reporting companies. The Company has early adopted ASU 2017-04 on June1, 2020.

 F- 9

recognition

 Effective
March 20, 2017, the Company early adopted ASU 2014-09, Revenue from Contracts with Customers (ASC Topic 606). Under Topic 606, revenues
are recognized when the promised products have been confirmed of delivery or services have been transferred to the consumers in amounts
that reflect the consideration the customer expects to be entitled to in exchange for those services. The Company presents value added
taxes ("VAT") as reductions of revenues. The Company recognizes revenues net of value added taxes ("VAT") and
relevant charges.

 Product

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

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

 Service

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

 Sales
and distribution expenses

 Sales
and distribution expenses consist of payroll related costs, advertisement and 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, bad debts written off, bad debts recovery, intangible
assets written off, rental expenses, office expense, travelling and entertainment expenses.

Leases

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

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

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

 The
Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use ("ROU")
assets, operating lease liability, and operating lease liability, non-current in the Company's consolidated balance sheets. Please
refer to Note 2-Recently adopted accounting pronouncements for the disclosures regarding the Company's method of adoption of ASC
842 and the impacts of adoption on its consolidated balance sheets, results of operations and cash flows. ROU assets represent the Company's
right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments
arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of
lease payments over the lease term. When determining the lease term, the Company includes options to extend or terminate the lease when
it is reasonably certain that it will exercise that option, if any. As the Company's leases do not provide an implicit rate, the
Company used an incremental borrowing rate based on the information available at commencement date in determining the present value of
lease payments. The Company has elected to adopt the following lease policies in conjunction with the adoption of ASU 2016-02: (i) for
leases that have lease terms of 12 months or less and does not include a purchase option that is reasonably certain to exercise, the
Company elected not to apply ASC 842 recognition requirements; and (ii) the Company elected to apply the package of practical expedients
for existing arrangements entered into prior to January 1, 2019 to not reassess (a) whether an arrangement is or contains a lease, (b)
the lease classification applied to existing leases, and(c) initial direct costs.

 F- 10

 Value-added
taxes

is recognized net of value-added taxes ("VAT"). The VAT is based on gross sales price and VAT rates applicable to the Company
is 17% for the period from the beginning of 2018 till the end of April 2018, then changed to 16% from May 2018 to the end of March 2019,
and changed to 13% from April 2019. Entities that are VAT general taxpayers are allowed to offset qualified input VAT paid to suppliers
against their output VAT liabilities. Net VAT balance between input VAT and output VAT is recorded as VAT payable if output VAT is larger
than input VAT and is recorded as VAT recoverables if input VAT is larger than output VAT. All of the VAT returns filed by the Company's
subsidiaries in China, have been and remain subject to examination by the tax authorities.

 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 31, 2022,
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.

 F- 11

 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 consolidated balance sheets for financial assets and liabilities,
which primarily consist of cash and cash equivalents, accounts receivable, inventories, prepayments and other current assets, accounts
payable, accrued liabilities, income tax payable, 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 in deciding how to allocate resources and in assessing performance. The Company's chief
operating decision maker is the chief executive officer. The Company has determined that it has only one operating
segment.

 Significant
risk

 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.

 F- 12

 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 RMB 500,000
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
and credit risk

 Financial
instruments that potentially subject the Company to the concentration of credit risks consist of cash and short-term investments. 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.

 Interest
rate risk

 Fluctuations
in market interest rates may negatively affect our financial condition and results of operations. The Company is exposed to floating
interest rate risk on cash deposit and floating rate borrowings, and the risks due to changes in interest rates is not material. 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.

 F- 13

 Recent
accounting pronouncements

 In
June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.
ASU 2016-13 requires an entity to utilize a new impairment model known as the current expected credit loss ("CECL") model
to estimate its lifetime "expected credit loss" and record an allowance that, when deducted from the amortized cost basis
of the financial asset, presents the net amount expected to be collected on the financial asset. The CECL model is expected to result
in more timely recognition of credit losses. ASU 2016-13 also requires new disclosures for financial assets measured at amortized cost,
loans and available-for-sale debt securities. ASU 2016-13 will be effective for smaller reporting companies for fiscal years beginning
after December 15, 2022, including interim periods within those fiscal years. Entities will apply the standard's provisions as
a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted.
The Company is evaluating the impact of the adoption of ASU 2016-13 on its consolidated financial statements and does not expect the
adoption to have a material impact.

 In
August 2018, the FASB issued ASU 2018-13, Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement. The
amendments in this standard has removed, modified and added certain disclosures under ASC Topic 820, Fair Value Measurement, with the
objective of improving disclosure effectiveness. On January 1, 2020, the Company adopted ASU 2018-13 on a prospective basis. The adoption
did not have a material impact on the Company's consolidated financial statements.

 In
December 2020, the FASB issued ASU 2019-12, Income Taxes (Topic 740) Simplifying the Accounting for Income Taxes. The ASU removes certain
exceptions to the general principles in Topic 740 and improves consistent application of and simplifies GAAP for other areas of Topic
740 by clarifying and amending existing guidance. ASU 2019-12 is effective for public entities for annual reporting periods and interim
periods within those years beginning after December 15, 2020, and early adoption is permitted. The Company does not expect the adoption
of ASU 2019-12 to have a material impact on its consolidated financial statements.

 NOTE
3 - GOING CONCERN

 The
accompanying 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 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. Company generated positive cash
flow of $ 443,523 and $ 103,242 (as restated) in the years ended May 31, 2022 and 2021 (as restated) respectively. In addition, for
the years ended May 31, 2022 and 2021(as restated), the Company reported net loss of $ 541,453 and $ 1,582,407 (as restated),
respectively. The condition is improved and the Company is continue as a going concern as of the date of this report.

 In
an effort to improve its financial position, the Company is to obtain new working capital through improving its operation and obtaining
loans from banks or other financial institutes. The Company also relies on relates parties to provided financing and management services
at cost that may not be the prevailing market rate for such services.

 However,
management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. The accompanying financial
statements do not include any adjustments that might result from the outcome of this uncertainty.

 NOTE
4 - ACCOUNTS RECEIVABLE, NET

 As
of May 31, 2022 and May 31, 2021 (as restated), our accounts receivable are $ 60,122 and $ 8,477 (as restated), respectively. That is a
bad debts recovery of $ 155,005 from the customer Changlaichangwang. Bad debts written off is $ 56,913 and $ 1,195,957 (as restated) for
the years May 31, 2022 and 2021 (as restated) respectively.

 That
is no changes in restated accounts receivable $ 8,477 and original accounts receivable $ 8,477 (as restated) for the years ended May 31,
2022 and 2021 (as restated).

 F- 14

 NOTE
5 – Prepayments, DEPOSITS paid AND OTHER RECEIVABLES

 Prepayments
and other current assets consisted of the following as of May 31, 2022 and 2021(as restated):

OF PREPAID EXPENSES AND OTHER RECEIVABLES

 2022

 2021

 As
 of May 31,

 2022

 2021

 $

 $

 $

 Prepayments

 186,753

 70,635

 116,118

 Deposits
 paid

 11,923

 15,754

 ( 3,831
)

 Other
 receivables

 135,586

 30,158

 105,428

 Total

 334,262

 116,547

 217,715

 Prepayments
balance $ 186,753 consist of advances to suppliers for providing goods and services, Deposits paid balance $ 11,923 is deposits paid to
landlord for renting office and warehouse. Other receivables balance $ 135,586 is short term borrowing to third party and staff advances.

 As
of May 31, 2022 and 2021 (as restated), the prepayments, deposit paid and other receivables balances are $ 334,262 and $ 116,547 (as restated)
respectively, as compared that is an increase of $ 217,715. The increment is mainly due to increase in prepayment to suppliers 116,118,
staff advances $ 35,598, short term borrowing to third party $ 69,830 and offset decreased in deposits paid 3,831.

prepayments, deposits paid, and other receivables for the year ended May 31, 2021 is S 116,547, as compared to original balance $ 216,683,
that is a decrease of $ 100,136. The decrement is due to reclassified of other receivables to general and administrative expenses.

 Other
receivables $ 135,586 consist staff advances $ 63,322 and short borrowing to third party $ 72,264. Short term borrowing to third party is
full repayment in August 2022. Below is the summary of other receivable:

OF OTHER RECEIVABLES

 Description

 Amount

 ($)

 Remark

 Staff
 Advances

 63,322

 For
 business conference and function, travelling expenses and office expenses.

 Short
 term borrowing to third party

 72,264

 Repayments
 of $ 67,466 in July 2022 and $ 4,798 in August 2022 respectively

 Total

 135,586

 NOTE
6 – INTANGIBLE ASSETS

 The
intangible assets consist costs occurred to develop the software for business operations The intangible assets are written off during
the year occurred. For the years ended May31, 2022 and 2021 (as restated), the balance of intangible assets is $ 0, and the written off
developed software amounted to $ 23,992 and $ 11,456 (restated) respectively.

 F- 15

OF INTANGIBLE ASSETS

 May
 31, 2022

 May

 As
 of

 May
 31, 2022

 May

 $

 $

 Software

 43,030

 32,433

 Add:
 Capitalization of software

 23,129

 11,792

 Total
 software

 66,159

 44,225

 Less:
 Software written off on May 31,2020

 ( 29,984
)

 ( 29,984
)

 Less:
 Software written off on May 31,2021

 ( 11,456
)

 ( 11,456
)

 Less:
 Software written off on May 31,2022

 ( 23,992
)

 -

 Less:
 Foreign translation difference

 ( 727
)

 ( 2,785
)

 Total

 -

 -

intangible assets balance for the year ended May 31, 2021 is $ 0, as compared to original intangible assets $ 32,974, that is a decrement
of $ 32,974, due to the change of intangible assets policies, whereas developed software are written off during the year occurred.

 NOTE
7 – BUSINESS COMBINATION AND GOODWILL

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

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

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

OF PURCHASE PRICE ALLOCATED ON ACQUISITION

 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

lease right-of-use assets

 189,604

 Total
 assets

 3,089,684

 F- 16

 $

 Account
 Payables

 ( 156,955
)

Receipts

 ( 368,777
)

 Accrued
liabilities, other payables and deposits received

 ( 3,007,879
)

 Due
 to a related company

 ( 2,000
)

 Due
 to related parties

 ( 29,932
)

 Due
 to directors

 ( 42
)

 lease liabilities, net of current portion

 ( 80,882
)

lease liabilities, non current portion

 ( 111,779
)

 Total
 liabilities

 ( 3,758,246
)

 Net
 tangible liabilities

 ( 668,562
)

 4,763,015

 Total
 purchase price

 4,094,453.00

 $

 Consideration
 in form of shares

 4,094,453

 Total
 consideration

 4,094,453

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

 The
goodwill value $ 4,763,015
is occurred on the acquisition. The impairment loss on goodwill of $ 1,006,432 and $ 322,972,
were recognized during the year ended May 31, 2022 and 2021 respectively. As of May 31, 2022, the balance of goodwill is $ 3,433,611.

 On
August 19, 2021, CXJHZ completed the acquisition of 51 % equity interest of Shenzhen Lanbei Ecological Technology Co., Ltd. The Company
is an online automobile aftermarket products wholesaler in Shenzhen City, Guangdong Province. The purchase consideration is RMB 1 in cash.

 The
purchase price was allocated on the acquisition date of Shenzhen Lanbei Ecological Technology Co. Ltd as follows:

OF PURCHASE PRICE ALLOCATED ON ACQUISITION

 As
 of August 19,
 2021

 $

 Cash
 at banks and in hand

 25,944.00

 Prepayments,
other receivables and deposits

 83,493.00

 Total
 assets

 109,437.00

 $

Receipts

 95,432.00

 Accrued
liabilities, other payables and deposits received

 36,616.00

 Total
 liabilities

 132,048.00

 F- 17

 Net
 tangible liabilities

 - 22,611.00

 Share
 of 49 % of non-controlling interest

 - 11,079.00

 51 %
 of equity interest

 - 11,532.00

 11,532.00

 Total
 purchase price

 0.00

 The
goodwill value $ 11,532 is occurred on the acquisition, impaired and written off during the year ended May 31, 2022.

 NOTE
8 - INCOME TAXES

 United
States of America

 The
Company is registered in the State of Nevada and is subject to United States of America tax law. The U.S federal income tax rate is 21 %.

 British
Virgin Islands

 Under
the current laws of the British Virgin Islands, the international business company which governed by the International Business Companies
Act of British Virgin Islands and there is no income tax charged in British Virgin Islands.

 Hong
Kong

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

 The
PRC

 The
Company's subsidiaries are incorporated in the PRC, and are subject to the PRC Enterprise Income Tax Laws ("EIT Laws")
with the statutory income tax rate of 25 % with the following exceptions.

 On
January 17, 2019, the State Taxation Administration issued the notice on the scope of small-scale and low-profit corporate income tax
preferential policies of the Ministry of Finance and the State Administration of Taxation, [2019] No. 13 for small-scale and low-profit
enterprises whose annual taxable income is less than RMB1,000,000 (including RMB1,000,000), approximately $142,209, their income is reduced
by 25% to the taxable income, and enterprise income tax is paid at 20% tax rate, which is essentially resulting in a favorable income
tax rate of 5%. While for the portion of annual taxable income exceeding RMB1,000,000, approximately $142,209, but not more than RMB3,000,000,
approximately $426,627, the income is reduced by 50% to the taxable income, and enterprise income tax is paid at 20% tax rate, which
is essentially resulting in a favorable income tax rate of 10%. The qualifications of small-scale and low-profit enterprises were examined
annually by the Tax Bureau. All of the Company's PRC subsidiaries met the criteria of small-scale and low-profit enterprises.

 F- 18

 The
components of the income tax provision are as follows:

OF COMPONENTS OF INCOME TAX PROVISION

 As
 of

 As
 of

 May
 31, 2022

 May

 Current:

 –
 United States of America

 $
 -

 $
 -

 –
 Seychelles

 -

 -

 –
 Hong Kong

 -

 –
 The PRC

 3,095

 8,185

 Current Income Tax Provision

 3,095

 8,185

 Deferred

 –
 United States of America

 -

 -

 –
 Seychelles

 -

 –
 Hong Kong

 –
 The PRC

 Deferred Income Tax Provision

 -

 -

 Total

 $
 3,095

 $
 8,185

 NOTE
9. ADVANCED RECEIVED, ACCRUED EXPENSES AND OTHER PAYABLE

OF ADVANCED RECEIVED, ACCRUED EXPENSES AND OTHER PAYABLE

 2022

 2021

 As
 of May 31,

 2022

 2021

 $

 $

 $

 Received

 2,488,447

 2,035,399

 453,048

 Accrued
 Expenses

 116,590

 60,117

 56,473

 Deposit
 Received

 68,966

 39,247

 29,719

 Other
 Payable

 90,503

 166,147

 ( 75,644
)

 Total

 2,764,506

 2,300,910

 463,596

received balance $ 2,488,447 consists of advances from customer for brand name management fees and providing of goods and services, Accrued
expenses balance $ 116,590 consists payroll related costs, audit fee and VAT payable. Deposit received balance $ 68,966 is the warranty
for usage of brand name. Other payable balance $ 90,503 is the provision for business dispute with a customer in the year 2020.

 As
of May 31, 2022 and 2021 (as restated), the advanced received, accrued expenses and other payable balances are $ 2,764,506 and $, 2300,910
(as restated) respectively, as compared that is an increase of $ 463,596. The increment is mainly due to increase in advanced received
$ 453,048 for brand name management fees and goods., accrued expenses $ 56,473 for VAT payable, payroll related costs, deposit received
$ 29,719 for warranty for usage of brand name and offset decrease in other payable $ 75,644.

advanced received, accrued expenses and other payable balances for the year ended May 31, 2021 is S 2,300,910, as compared to original
balance $ 3,030,788, that is a decrease of $ 729,878. The decrement is mainly due to adjustment of amortization of brand name management
fees $ 708,254.

 F- 19

received $ 2,488,447 consist of advances from customers for brand name management fee and providing goods and services. The breakdown
as below:

OF ADVANCE RECEIVED

 Description

 Amount

 ($)

 Remark

 Brand
 name management fees

 1,201,960

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

 Sales
 of goods and services

 1,286,487

 Delivery
 the goods and services as requested by customers.

 Total

 2,488,447

 NOTE
10- RELATED PARTY TRANSACTIONS

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

OF RELATED PARTY TRANSACTION

 Amounts
 due from related party

 As
 of

 May
 31,2022

 May
 (As Restated)

 $

 $

 New
 Charles Technology Group Limited

 Controlled
 by Director

 -

 43,500

 New
Charles Technology Group Limited repaid $ 43,500 as of May 31, 2022. That is no changes in restated amount due from related party $ 43,500
and original amount due from related party $ 43,500 for the years ended May 31, 2022 and 2021 (as restated).

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

 Amounts
 due to related parties

 As
 of

 May
 31,2022

 May

 $

 $

 Cuiyao
 Luo

 CFO
 & Director

 158,384

 114,935

 Shenzhen
 BaiWen Enterprise Management Consultancy Co., Ltd

 Controlled
 by Directors

 22,489

 -

 Total

 180,873

 114,935

 As
of May 31, 2022 and May 31, 2021 (as restated), Cuiyao Luo advanced $ 158,384 and $ 114,935 (as restated) to the company as working capital
and to pay administrative expenses, which is unsecured, interest-free with no fixed payment term, for working capital purpose. Shenzhen
BaiWen Enterprise Management Consultancy Co., Ltd advanced $ 22,489 to the company as working capital.

 That
is no changes in restated amount due to related parties $ 114,935 and original amount due to related party $ 114,935 for the years ended
May 31, 2022 and 2021 (as restated).

 NOTE
11 – OPERATING LEASES

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

 F- 20

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

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

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

OF OPERATING LEASE RIGHT

 $

 Gross
 lease payable

 259,257

 Less:
 imputed interest

 ( 17,112
)

 Initial
 recognition as of June 1, 2019

 242,145

 As
 of May 31, 2022 operating lease right of use asset as follow:

 Initial
 recognition as of June 1, 2019

 242,145

 Amortization
 for the year ended May 31, 2020

 ( 53,139
)

 Foreign exchange translation

 as of May 31, 2020

 189,604

 Add:
 New office lease on November 30, 2020 - Office

 85,533

 Adjustment
 for discontinuation of tenancy - Office (Nov 2020)

 ( 125,171
)

 Amortization
 for the year ended May 31, 2021

 ( 65,537
)

 Foreign exchange translation

 4,195

 as of May 31, 2021

 88,624

 Add:
 New office lease on June 30, 2021 -Warehouse

 40,928

 Add:
 New office lease on May 1, 2022 - SZ Lanbei Office

 17,264

 Adjustment
 for discontinuation of tenancy - Warehouse

 ( 17,296
)

 Amortization
 for the year ended May 31,2022

 ( 48,700
)

 Foreign
 exchange translation

 ( 2,234
)

 as of May 31, 2022

 78,586

 F- 21

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

OF OPERATING LEASE LIABILITY

 $

 Initial
 recognition as of June 1, 2019

 242,145

 Less:
 gross repayment for the year ended May 31, 2020

 ( 60,129
)

 Add:
 imputed interest for the year ended May 31, 2020

 10,645

 as of May 31, 2020

 192,661

 Add:
 New office lease on November 30, 2020

 85,533

 Adjustment
 for discontinuation of tenancy - Office (Nov 2020)

 ( 115,256
)

 Less:
 gross repayment for the year ended May 31, 2021

 ( 72,094
)

 Add:
 imputed interest for the year ended May 31, 2021

 ( 2,558
)

 as of May 31, 2021

 88,286

 Add:
 New warehouse lease on June 2021

 40,928

 Add:
 New office lease on May 1, 2022 - SZ Lanbei Office

 17,264

 Adjustment
 for discontinuation of tenancy - Warehouse

 ( 14,693
)

 Less:
 gross repayment for the year ended May 31, 2022

 ( 52,978
)

 Add:
 imputed interest for the year ended May 31, 2022

 ( 3,148
)

 as of May 31, 2022

 75,659

 During
the year ended May 31, 2022, the Company acquired a new office lease on May 1, 2022 and terminated a warehouse lease on May 31, 2022.
Lease expenses for the year ended May 31, 2022 were $ 48,700 compared to $ 65,537 as of May 31, 2021.

 Maturities
of Company's operating lease obligation as of May 31, 2022 are as follows:

OF MATURITIES OF OPERATING LEASE OBLIGATION

 Year
 ending May 31,

 $

 2022

 54,116

 2023

 21,543

 Total

 75,659

 Other
information:

OF OTHER INFORMATION

 For
 the year ended May 31,

 2022

 2021

 $

 $

 Cash
 paid for amounts included in the measurement of lease obligations:

 lease cost (included in general and admin in company's statement of operations)

 48,700

 65,537

 Cash
 paid for amounts included in the measurement of lease liabilities for the year

 50,901

 65,540

 Weighted
 average remaining lease term (in years)

 1.00

 1.25

 Weighted
 average discount rate

 4.75
 %

 4.75
 %

 NOTE
12 - SUBSEQUENT EVENTS

 In
accordance with ASC 855-10, the Company has analyzed its operations subsequent to the May 31, 2022 to the date these financial statements
were issued and has determined that the Company acquired 100 % equity of a trading company, Longkou Xianganfu Trading Company Limited
on November 4, 2022. On July 31, 2023, the Company disposed 51 % of Shenzhen Lanbei Ecological Technology Company Limited.

 F- 22