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 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, 2025

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

 For
the transition period from ____________to ____________

 Commission
File Number: 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)

 (Address
of principal executive office and zip code)

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

 Xintiandi
Business Center, No. 7 Anqiaogang Road,

 Gongshu
District, Hangzhou City,

 Zhejiang
Province, China 310017.

 (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 $ 818,164, computed by reference
to the price at which the common equity was last sold, as of August 14. 2025.

 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
 as at September 15, 2025

 Common
 Stock, $ 0.001 par value

 102,270,517

 TABLE
OF CONTENTS

 Cautionary
 Notes Regarding Forward-Looking Statements

 PART
 I

 ITEM

 ITEM
 1A

 Risk
 Factors

 ITEM
 1B

 Unresolved
 Staff Comments

 ITEM
 1C

 Cybersecurity

 ITEM

 Properties

 ITEM

 Legal
 Proceedings

 ITEM

 Mine
 Safety Disclosures

 PART
 II

 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

 PART
 III

 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

 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.

 USE
OF CERTAIN DEFINED TERMS

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

 "China"
 and "the PRC" are to the People's Republic of China.

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

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

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

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

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

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

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

 "Exchange
 Act" are to the Securities Exchange Act of 1934, as amended.

 "SEC"
 are to the U.S. Securities and Exchange Commission.

 "US
 dollars", "dollars" and "$" are to the legal currency of the
 United States.

 "Renminbi"
 and "RMB" are to the legal currency of China.

 "SAFE"
 are to the State Administration of Foreign Exchange of the People's Republic of China.

 "VIE
 Agreements" are to the agreement entered into by and between CXJ (Shenzhen) Technology
 Co., Limited ("SZ CXJ") and CXJ Technology (Hangzhou) Co., Ltd ("HZ CXJ")
 to qualify HZ CXJ as a variable interest entity, specially, the Consulting Service Agreement,
 the Business Operation Agreement, the Proxy Agreement, the Equity Disposal Agreement, and
 the Equity Pledge Agreement.

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

 PART
I

 Item
1. Business

 Regulatory
Overview – Legal and Operation Risks

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

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

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

 Risk
Related to our VIE Structure

 PRC
 laws and regulations prohibit or restrict foreign ownership of companies that operate Internet
 information and content, value added telecommunications, and certain other businesses in
 which we are engaged or could be deemed to be engaged. Consequently, our operations and business
 in the PRC are conducted through contractual arrangements ("VIE Agreements")
 with SZ CXJ VIE. If the Chinese government should disallow or limit the use of the VIE, it
 could materially and adversely affect our business, which could result in your shares significantly
 declining in value or becoming worthless. See "Item 1A. Risk Factors – 2) Risks
 Related to our Commercial Relationship with our VIE - PRC laws and regulations governing
 our business and the validity of certain of our contractual arrangements are uncertain. If
 we are found to be in violation of such PRC laws and regulations, our business may be negatively
 affected, and we may be forced to relinquish our interests in those operations".

 we have been advised by our PRC counsel that the ownership structures of our PRC subsidiary
 and SZ CXJ VIE in China do not violate any applicable PRC law, regulation, or rule currently
 in effect and that the VIE Agreements are valid, binding, and enforceable in accordance with
 their terms and applicable PRC laws and regulations currently in effect, but that such ownership
 structures have not been tested in court, ECXJ faces uncertainty with respect to future actions
 by the PRC government that could significantly affect the enforceability of the VIE Agreements,
 SZ CXJ VIE's financial performance, and the value of a shareholder's ECXJ shares.
 See "Item 1A. Risk Factors – 2) Risks Related to our Commercial Relationship
 with our VIE - We conduct substantially all of our operations in China through our PRC subsidiary,
 SZ CXJ and our VIE, with which SZ CXJ maintains contractual arrangements. There are risks
 associated with this structure as the PRC has not yet ruled on its legality".

 the PRC's Ministry of Commerce and its National Development and Reform Commission have
 announced new edicts regarding the use of VIEs for new overseas offerings, they have indicated
 that such new requirements will not affect the foreign ownership of companies already listed
 overseas. Nonetheless, there can be no assurance that such new rules and regulations will
 not be applied retroactively which may have a substantial negative impact on ECXJ's
 business and consequently on the value of ECXJ's securities. See "Item 1A. Risk
 Factors – 2) Risks Related to our Commercial Relationship with our VIE - PRC laws and
 regulations governing our business and the validity of certain of our contractual arrangements
 are uncertain. If we are found to be in violation of such PRC laws and regulations, our business
 may be negatively affected and we may be forced to relinquish our interests in those operations".

 On
 March 15, 2019, the National People's Congress promulgated the Foreign Investment Law,
 which took effect on January 1, 2020. Since it is relatively new, substantial uncertainties
 exist in relation to its interpretation and implementation including future laws, administrative
 regulations, or provisions of the State Council to provide for contractual arrangements as
 a form of foreign investment. Therefore, it is uncertain whether our contractual arrangements
 would be deemed to be in violation of the market access requirements for foreign investment
 in the PRC, and if they are deemed to be in violation, how our contractual arrangements should
 be dealt with. See "Item 1A. Risks Factors – 2) Risks Related to Our Commercial
 Relationship with our VIE - Our current corporate structure and business operations may be
 substantially affected by the newly enacted Foreign Investment Law".

 Neither
 the Company nor its shareholders have a direct equity ownership interest in SZ CXJ VIE. The
 Company's relationship to the VIE is defined by the VIE Agreements. Therefore, should
 the Chinese government disallow or limit the use of the VIE, it could result in your shares
 significantly declining in value or becoming worthless. See "Item 1A. Risk Factors
 – 2) Risks Related to our Commercial Relationship with our VIE - We conduct substantially
 all of our operations in China through our PRC subsidiary, SZ CXJ and our VIE, with which
 SZ CXJ maintains contractual arrangements. There are risks associated with this structure
 as the PRC has not yet ruled on its legality".

 For
additional risks related to our VIE structure, see "Item 1A. Risk Factors – 2) Risks Related to our Commercial Relationship
with our VIE".

 Risk
Related to Doing Business in China

 The
 Chinese government may choose to exercise significant oversight and discretion over the conduct
 of our business operations in China and may intervene in or influence our operations at any
 time, which could result in a material change in our and our VIE's operations and/or
 the value of your shares. See "Item 1A. Risk Factors – 3) Risks Related to Doing
 Business in China - The Chinese government may choose to exercise significant oversight and
 discretion over the conduct of our and our VIE's business operations in China".

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

 We
do not believe that our Company constitutes an Operator pursuant to the Cybersecurity Review (2021) that became effective in February
2022 nor do we control more than one million users' personal information. However, the interpretation and application of consumer
and data protection laws in China are often uncertain, in flux, and complicated, including differentiated requirements for different
groups of people or different types of data, and there can be no assurance that in the future our operations may not be subject to these
regulations which could have a significant material impact on our financial performance and the value of our securities. See "Item
1A. Risk Factors – 3) Risks Related to Doing Business in China - Our business is subject to complex and evolving laws and regulations
regarding privacy and data protection".

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

 Current
PRC regulations permit our PRC subsidiaries to pay dividends to their shareholders only out of their accumulated profits, if any, determined
in accordance with PRC accounting standards and regulations. In addition, our PRC subsidiaries are required to set aside at least 10%
of their after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of their registered capital.
This reserve is not distributable as cash dividends. To the extent that cash derived from our VIE's businesses is in the PRC or
Hong Kong, or in a PRC or Hong Kong entity, the funds may not be available to fund operations or for other use outside of the PRC or
Hong Kong due to interventions in or the imposition of restrictions and limitations by the PRC government on the ability of our PRC or
Hong Kong subsidiaries, or of our VIE, to transfer cash. The inability of our Hong Kong or PRC subsidiaries to pay dividends, for whatever
reason, could have a material adverse effect on our financial position and, in turn, on the value of our common stock. See "Item
1A. Risk Factors – 3) Risks Related to our Business in China - Restrictions under PRC law on our subsidiaries' ability to
make dividend payments and other distributions could materially and adversely affect our ability to grow, make investments or acquisitions
that could benefit our business, pay dividends to you, and otherwise fund and conduct our business".

 To
 address persistent capital outflows and the RMB's depreciation against the U.S. dollar
 in the fourth quarter of 2016, the People's Bank of China and the State Administration
 of Foreign Exchange, or SAFE, implemented a series of capital control measures in the subsequent
 months, including stricter vetting procedures for China-based companies to remit foreign
 currency for overseas acquisitions, dividend payments, and shareholder loan repayments. The
 PRC government may continue to strengthen its capital controls and our PRC subsidiaries'
 dividend payments and other distributions may be subject to tightened scrutiny in the future.
 The PRC government also imposes controls on the conversion of RMB into foreign currencies
 and the remittance of currencies out of the PRC. Therefore, SZ CXJ and our VIE may experience
 difficulties in completing the administrative procedures necessary to obtain and remit foreign
 currency for the payment of dividends from their profits, if any. Furthermore, if our PRC
 subsidiaries incur debt on their own in the future, the instruments governing the debt may
 restrict their ability to pay dividends or make other payments. See "Item 1A. Risk
 Factors – 3) Risks Related to Our Business - We will rely on dividends and other distributions
 on equity paid by our subsidiaries to fund our cash and financing requirements, and any limitation
 on the ability of our subsidiaries to make payments to us could have a material adverse effect
 on our ability to conduct our business".

 In
 addition, the Enterprise Income Tax Law and its implementation rules provide that a withholding
 tax at a rate of 10% will be applicable to dividends payable by Chinese companies to non-PRC-resident
 enterprises unless reduced under treaties or arrangements between the PRC central government
 and the governments of other countries or regions where the non-PRC resident enterprises
 are tax resident. Pursuant to the tax agreement between Mainland China and the Hong Kong
 Special Administrative Region, the withholding tax rate with respect to the payment of dividends
 by a PRC enterprise to a Hong Kong enterprise may be reduced to 5% from the standard rate
 of 10%. However, if the relevant tax authorities determine that our transactions or arrangements
 are for the primary purpose of enjoying a favorable tax treatment, the relevant tax authorities
 may adjust the favorable withholding tax in the future. Accordingly, there is no assurance
 that the reduced 5% withholding rate will apply to dividends received by our Hong Kong subsidiary
 from our PRC subsidiaries. This withholding tax will reduce the amount of dividends we may
 receive from our PRC subsidiaries. See "Item 1A. Risk Factors – 3) Risks Related
 to doing Business in China - 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".

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

 Our
 business operations are conducted in China through our VIE and its subsidiaries. If we should
 become subject to the recent scrutiny, criticism, and negative publicity involving U.S. listed
 China-based companies, we may have to expend significant resources to investigate and/or
 defend negative allegations. If such allegations cannot be
 addressed and resolved favorably, it could result in a material change in the business operations
 of our PRC subsidiaries, significantly limit our ability to obtain financing through the
 sale of additional securities, and cause our securities to significantly decline in value
 or be worthless. See "Item 1A. Risk Factors – 3) Risks Related to Doing Business
 in China - If we become directly subject to the recent scrutiny, criticism and negative publicity
 involving U.S.-listed Chinese companies, we may have to expend significant resources to investigate
 and resolve the matter, which could harm our business operations, stock price, and reputation
 and could result in a loss of your investment in our stock, especially if such matter cannot
 be addressed and resolved favorably".

 There
 are political risks associated with conducting business in Hong Kong and China. See "Item
 1A. Risk Factors – 3) Risks Related to Doing Business in China - There are political
 risks associated with conducting business in China".

 our current independent registered public accounting firm is headquartered in Kuala Lumpur,
 Malaysia and, therefore, we believe that its work papers are available for inspection by
 the PCAOB, our common stock could, in the future, be delisted under the Holding Foreign Companies
 Accountable Act, as amended by the Consolidated Appropriations Act, 2023 and related regulations,
 if the PCAOB is unable to inspect our auditors in the future. The delisting of our common
 stock, or the threat of its being delisted, may materially and adversely affect the value
 of your investment. See "Item 1A. Risk Factors – 3) Risks Related to Doing Business
 in China - To the extent that our independent registered public accounting firm's audit
 documentation related to their audit reports for the Company may, in the future, be located
 in China or in Hong Kong, our securities could be delisted and prohibited from trading on
 a U.S. exchange".

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

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

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

 See
"Item 1A. Risk Factors – 3) Risks Related to Doing Business in China - Restrictions under PRC law on our subsidiaries'
ability to make dividend payments and other distributions could materially and adversely affect our ability to grow, make investments
or acquisitions that could benefit our business, pay dividends to you, and otherwise fund and conduct our business".

 Please
see "Item 1A. Risk Factors" for more information.

 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 visit our 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 "neighbour auto detailing stores".

 As
of May 31, 2025, more than 160 active franchise auto detailing stores use our brand name, the store network has reached 23 provinces
and 132 cities in China. We aim to increase 1,000 stores with our customers across China in the next five years.

 Corporate
History and Structure

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

 On
March 4, 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 totalling 10,000,000 to 100,000,000 common shares. As a result of the conversion, there was no preferred
stock outstanding of the Company as of October 8, 2019.

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

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

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

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

 On
August 1, 2023, CXJ Technology (Hangzhou) Co., Ltd, a Chinese corporation and a subsidiary of the Company signed an equity transfer agreement
(the "Agreement") with Mr. Qing Wang. Under this agreement, the Company disposed 51% equity of Xishijie Automobile Industry
Ecology Technology Co., Ltd (formerly known as Shenzhen Lanbei Ecological Technology Co., Ltd) a Chinese company ("Xishijie")
with a purchase price of RMB 1 yuan to Mr. Qing Wang. On August 14,2023, the Board approved the appointment of Zhen Hui Certified Public
Accountant ("Zhen Hui") as the Company's new independent registered public accounting firm for the fiscal year ended
May 31, 2022 and May 31, 2023 effective immediately.

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

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

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

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

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

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

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

 Recent
 Developments

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 continue developing our online and offline marketing platform.

 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 285 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, 2025, the Company has total three separate operating lease agreements for two
office space and one warehouse in PRC with remaining lease terms of from 1 months to 6 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 160 active 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 fulfil 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 Southeast 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, X, 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

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 an 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

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.

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

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, 2025, we had 118 registered trademarks,
11 patents, 23 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
year ended May 31, 2025, we were not a party to any material disputes relating to intellectual property infringement or misappropriation.

 Employees

 As
of May 31, 2025, the Company has 19 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, 2025:

 Function

 Number
 of Employees

 Finance

 Operation
 center

 IT
 and Engineering

 General
 and Administrative

 Supply
 Chain

 Total

 There
are 15 employees based in HZ CXJ, 1 employee in SZ CXJ and 3 employees in Longkou CXJ 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.

 1)
 Risks
 Related to Our Business

 1.1)
 The
 ability of the Company to continue as a going concern is dependent upon the Company's
 ability to raise additional funds and implement its business plan.

 Our
independent auditors have added an explanatory paragraph to their audit opinion issued in connection with our financial statements included
in this annual report which states that the financial statements were prepared assuming that we would continue as a going concern. As
discussed in Note 3 to the consolidated financial statements included herein, we had negative cash flows from operating activities $418,525,
accumulated deficit from recurring net losses $2,284,025 incurred for the financial year ended May 31, 2025.These conditions raise substantial
doubt about our ability to continue as a going concern. We believe with the viability of business strategy plans such as Flash Lion e-commerce
sales model, Cloud chain (including Wechat, REDnote and Tik Tok's short videos e-commerce sales model), will generate sufficient
fund to meet our daily cash demands. However, there can be no assurance that the business strategy we will be successful and generate
sufficient fund. The audited consolidated financial statements included in this report do not include any adjustments that might result
from the outcome of this uncertainty.

 1.2)
 We
 may continue to incur losses in the future, and may not be able to return to profitability,
 which may cause the market price of our shares to decline.

 The
Company incurred a net loss of $2,284,025 and $2,135,674, for the years ended May 31, 2025 and 2024, respectively. We have generated
very limited revenue. Our current operations are small with a short history. We may be unable to achieve our performance targets, which
will impact the Company's operating results. Our ability to achieve profitability depends on the competitiveness of our products
and services as well as our ability to control costs and to provide new products and services to meet the market demands and attract
new customers. Due to the numerous risks and uncertainties associated with the development of our business, we cannot guarantee that
we will be able to achieve profitability in the short-term or long-term. The Company continues to focus on increasing its revenue through
the sale of motor oil and auto parts products on its online platform "Flash Lion Mall", and to reduce its costs of goods
sold, streamlining its overhead costs, or obtaining financing from its stockholders or directors. Management may seek additional funds,
primarily through the issuance of equity securities for cash and loans from potential investors and controlling stockholders, to operate
our business and estimates that additional capital will be necessary to support our operations and growth.

 1.3)
 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
started our operation in June 2019. For the years ended May 31, 2025 and 2024, we have generated $458,632 and $2,318,712 respectively
in revenues and incurred net loss of $2,284,025 and $2,135,674 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.

 1.4)
 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.

 1.5)
 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.

 1.6)
 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.

 1.7)
 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.

 1.8)
 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.

 1.9)
 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.

 1.10)

 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.

 1.11)

 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.

 1.12)

 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.

 1.13)

 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 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.

 1.14)

 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.

 1.15)

 We may be subject to
 product liability claims.

 We
are an 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.

 1.16)

 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.

 1.17)

 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.

 1.18)

 Failure 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.

 1.19)

 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.

 1.20)

 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 distributor, 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.

 1.21)

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

 Failure
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.

 1.21)

 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.

 1.22)

 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.

 1.23)

 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.

 1.24)

 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."

 1.25)

 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.

 1.26)

 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.

 1.27)

 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.

 2)
 Risk
 Related to Our Commercial Relationship with our VIE

 2.1)

 PRC laws and regulations
 governing our business and the validity of certain of our contractual arrangements are uncertain. If we are found to be in violation
 of such PRC laws and regulations, our business may be negatively affected, and we may be forced to relinquish our interests in those
 operations.

 PRC
laws and regulations prohibit or restrict foreign ownership of companies that operate Internet information and content, value added telecommunications,
and certain other businesses in which we are engaged or could be deemed to be engaged. Consequently, we conduct certain of our operations
and businesses in the PRC through our VIE. Our VIE Agreements give us effective control over HZ CXJ and enable us to obtain substantially
all of the economic benefits arising from it as well as consolidate its financial results in our results of operations. Although the
structure we have adopted is commonly adopted by comparable companies in China, the PRC government may not agree that these arrangements
comply with PRC licensing, registration, or other regulatory requirements, with existing policies, or with requirements or policies that
may be adopted in the future.

 ECXJ,
BVI CXJ, HK CXJ and SZ CXJ are considered foreign investors or foreign invested enterprises under PRC law. As a result, ECXJ, BVI CXJ,
HK CXJ and SZ CXJ are subject to certain limitations under PRC law on foreign ownership of Chinese companies. These laws and regulations
are relatively new and may be subject to change, and their official interpretation and enforcement may involve substantial uncertainty.
The effectiveness of newly enacted laws, regulations, or amendments may be delayed, resulting in detrimental reliance by foreign investors.
New laws and regulations that affect existing and proposed future businesses may also be applied retroactively.

 We
have been advised by our PRC counsel that the ownership structures of our PRC subsidiary and our VIE in China do not violate any applicable
PRC law, regulation, or rule currently in effect; and that the contractual arrangements between SZ CXJ and HZ CXJ, and its equity holders
governed by PRC law are valid, binding, and enforceable in accordance with their terms and applicable PRC laws and regulations currently
in effect. However, our PRC counsel has also advised us that there are substantial uncertainties regarding the interpretation and application
of current PRC laws, rules, and regulations. Moreover, the binding rights over the VIE's subsidiaries in the contractual arrangements
between SZ CXJ and HZ CXJ are implicit and indirect and the company laws and regulations in the PRC governing the business operations
of the VIE's subsidiaries are uncertain. Accordingly, the PRC regulatory authorities and PRC courts may in the future take a view
that is contrary to the opinion of our PRC legal counsel.

 The
PRC government has broad discretion in dealing with violations of laws and regulations, including levying fines, revoking business and
other licenses, and requiring actions necessary for compliance. In particular, licenses and permits issued or granted to us by relevant
governmental bodies may be revoked at a later time by higher regulatory bodies. We cannot predict the effect of the interpretation of
existing or new PRC laws or regulations on our business. We cannot assure you that our current ownership and operating structure would
not be found in violation of any current or future PRC laws or regulations. As a result, we may be subject to sanctions, including fines,
and could be required to restructure our operations or cease to provide certain services. In addition, any litigation in China may be
protracted and result in substantial costs and diversion of resources and management attention. If the imposition of any of these government
actions causes us to lose our right to direct the activities of our VIE or to otherwise separate from them and if we are not able to
restructure our ownership structure and operations in a satisfactory manner, we would no longer be able to consolidate the financial
results of our VIE in our consolidated financial statements. Any of these or similar actions could significantly disrupt our business
operations or restrict us from conducting a substantial portion of our business operations, which could materially and adversely affect
our business, financial condition, and results of operations.

 2.2)

 We conduct substantially
 all of our operations in China through our PRC subsidiary, SZ CXJ and our VIE, with which SZ CXJ maintains contractual arrangements.
 There are risks associated with this structure as the PRC has not yet ruled on its legality.

 We
are not a Chinese operating company but rather a Nevada holding company with substantially all of our operations in the PRC conducted
by our PRC subsidiary, SZ CXJ, through contractual agreements with HZ CXJ, our VIE. Investors have not purchased an equity interest in
the VIE but have purchased equity interests in a holding company incorporated
in the State of Nevada, and will never directly hold equity interests in any of our subsidiaries or in our VIE in China.

 A
series of contractual agreements, including the Consulting Service Agreement, the Business Operation Agreement, the Proxy Agreement,
the Equity Disposal Agreement, and the Equity Pledge Agreement, have been entered into with our VIE. We have been advised by our PRC
counsel that the ownership structure of our VIE in China does not violate any applicable and explicit PRC laws and regulations currently
in effect, and each of the contractual agreements governed by PRC law is valid, binding, and enforceable in accordance with its terms,
subject to enforceability to applicable laws and the discretion of relevant government authorities in exercising their authority in connection
with the interpretation and implementation thereof. As a result of the contractual agreements, the Company is the primary beneficiary
of the VIE for accounting purposes, and the Company has consolidated the results of operations, financial position, and cash flows of
the VIE in its consolidated financial statements under U.S. GAAP. The contractual arrangements with the VIE provide us with a "controlling
financial interest" in the VIE by granting us: (i) the power to direct activities of the VIE that most significantly affect its
economic performance; and (ii) the right to receive economic benefits from the VIE.

 However,
there are risks associated with this structure as the PRC has not yet ruled on its legality. As such, the VIE structure involves unique
risks to our investors in the Nevada holding company, including:

 (i)
Our contractual arrangements may not be as effective in providing us with operational control, and shareholders of the VIE may fail to
perform their obligations under the contractual arrangements.

 (ii)
We may incur substantial costs to enforce the terms of the arrangements with the VIE.

 (iii)
The legality and enforceability of the contractual arrangements by and among our PRC subsidiaries and the VIE have not been tested in
a court of law in China.

 (iv)
The equity holders, directors and executive officers of the VIE as well as our employees who execute other strategic initiatives may
have potential conflicts of interest with our company

 (v)
There are substantial uncertainties regarding the interpretation and application of current and future PRC laws, regulations and rules
regarding the status of our Nevada holding company with respect to the contractual arrangements with the VIE.

 (vi)
It is uncertain whether any new PRC laws or regulations relating to VIE structures will be adopted or, if adopted, what they would provide.

 (vii)
If we or our VIE is found to be in violation of any existing or future PRC laws or regulations, or fail to obtain or maintain any of
the required licenses, permits, registrations, or approvals, the relevant PRC regulatory authorities would have broad discretion to take
action in dealing with such violations or failures.

 (viii)
If the PRC government finds that the agreements that establish the VIE structure for operating our business do not comply with PRC laws
and regulations, or if these regulations or their interpretations change in the future, we would be subject to severe penalties or be
forced to relinquish our interest in those operations.

 (ix)
If the PRC government deems that our contractual arrangements with the VIE do not comply with PRC regulatory restrictions on foreign
investment in the relevant industries, or if these regulations or the interpretation of existing regulations change or any interpreted
differently in the future, we could be subject to severe penalties or be forced to relinquish our interests in these operations.

 (x)
The Company, SZ CXJ, HZ CXJ VIE, and our investors face uncertainty with respect to potential future actions by the PRC government that
could affect the enforceability of the contractual arrangements with the VIE and consequently significantly affect the financial performance
of the VIE and our Company as a whole.

 (xi)
The PRC regulatory authorities could disallow the VIE structure, which would likely result in a material change in our operations and
cause the value of our securities, including those we have or may in the future register for sale, to significantly decline or become
worthless.

 If
the PRC government determines that our agreements with HZ CXJ VIE or our VIE structure do not comply with PRC regulations, or if these
regulations change or are interpreted differently in the future, our securities may decline in value or become worthless if the determinations,
changes, or interpretations result in our inability to assert contractual control over the assets of HZ CXJ VIE, as HZ CXJ VIE and its
subsidiary conduct all or substantially all of our operations.

 2.3)

 Our arrangements with
 our VIE and its shareholders may be subject to scrutiny by the PRC tax authorities. Any adjustment of related party transaction pricing
 could lead to additional taxes, and therefore could have an adverse effect on our income and expenses.

 The
tax regime in China is rapidly evolving and there is significant uncertainty for taxpayers in China as PRC
tax laws may be interpreted in significantly different ways. The PRC tax authorities may assert that we or our subsidiaries or VIE, or
its equity holders, owe and/or are required to pay additional taxes on previous or future revenue or income. In particular, under applicable
PRC laws, rules, and regulations, arrangements and transactions among related parties, such as the contractual arrangements with our
VIE, may be subject to audit or challenge by the PRC tax authorities. We could face material and adverse tax consequences if the PRC
tax authorities determine that our agreements with our VIE and its shareholders were not entered into based on arm's length negotiations.
As a result, they may adjust our income and expenses for PRC tax purposes in the form of a transfer pricing adjustment. Such an adjustment
may require that we pay additional PRC taxes plus applicable penalties and interest, if any.

 2.4)

 Our current corporate
 structure and business operations may be substantially affected by the newly enacted Foreign Investment Law.

 On
March 15, 2019, the National People's Congress promulgated the Foreign Investment Law, which took effect on January 1, 2020. Since
it is relatively new, substantial uncertainties exist in relation to its interpretation and implementation. The Foreign Investment Law
does not explicitly classify variable interest entities that are controlled through contractual arrangements as foreign invested enterprises
even if they are ultimately "controlled" by foreign investors. However, it has a catch-all provision under the definition
of "foreign investment" that includes investments made by foreign investors in China through other means as provided by laws,
administrative regulations, or the State Council. Therefore, it still leaves leeway for future laws, administrative regulations, or provisions
of the State Council to provide for contractual arrangements as a form of foreign investment, at which time it will be uncertain whether
our contractual arrangements will be deemed to be in violation of the market access requirements for foreign investment in the PRC, and
if they are deemed to be in violation, how our contractual arrangements should be dealt with.

 The
Foreign Investment Law grants national treatment to foreign-invested entities, except for those foreign-invested entities that operate
in industries specified as either "restricted" or "prohibited" from foreign investment in the Special Administrative
Measures (Negative List) for Foreign Investment Access jointly promulgated by MOFCOM and the NDRC that took effect in July 2020. The
Foreign Investment Law provides that foreign-invested entities operating in "restricted" or "prohibited" industries
will require market entry clearance and other approvals from relevant PRC government authorities. If our control over our VIE through
contractual arrangements is deemed to be foreign investment in the future, and if any business of our VIE is "restricted"
or "prohibited" from foreign investment under the "negative list" effective at the time, we may be deemed to
be in violation of the Foreign Investment Law, the contractual arrangements that allow us to have control over our VIE may be deemed
to be invalid and illegal, and we may be required to unwind such contractual arrangements and/or restructure our business operations,
any of which may have a material adverse effect on our business operations.

 Furthermore,
if future laws, administrative regulations, or provisions mandate further actions to be taken by companies with respect to existing contractual
arrangements, we may face substantial uncertainties as to whether we can complete such actions in a timely manner, or at all. Failure
to take timely and appropriate measures to cope with any of these or
similar regulatory compliance challenges could materially and adversely affect our current corporate structure and business operations.

 2.5)

 Our contractual arrangements
 may not be as effective in providing control over our variable interest entity as direct ownership.

 We
rely on contractual arrangements with our VIE to operate our electronic platform in China and other businesses in which foreign investment
is restricted or prohibited. These contractual arrangements may not be as effective as direct ownership in providing us with control
over our VIE.

 If
we had direct ownership of the VIE, we would be able to exercise our rights as an equity holder directly to effect changes in the Board
of Directors of the entity, which could effect changes at the management and operational level. Under our contractual arrangements, we
would be able to change the members of the Board of Directors of the entity exclusively by influencing the equity holders' votes,
and we would have to rely on the variable interest entity and the variable interest entity equity holders to perform their obligations
under the contractual arrangements in order to exercise our control over the variable interest entity. The variable interest entity equity
holders may have conflicts of interest with us or our shareholders, and they may not act in the best interests of our Company or may
not perform their obligations under these contracts. For example, our VIE, our VIE's subsidiaries, and our VIE's equity holders
could breach their contractual arrangements with us by, among other things, failing to conduct their operations, including maintaining
our website and using our domain names and trademarks, which the variable interest entity has the exclusive right to use, in an acceptable
manner, or taking other actions that are detrimental to our interests. Pursuant to the call option, we may replace the equity holders
of the VIE at any time pursuant to the contractual arrangements. However, if any equity holder is uncooperative and any dispute relating
to these contracts or to the replacement of the equity holder were to remain unresolved, we would have to enforce our rights under the
contractual arrangements through the operation of PRC law and arbitral or judicial agencies, which may be costly and time-consuming and
would be subject to uncertainties in the PRC legal system. Additionally, the binding rights over the VIE's subsidiaries in the
contractual arrangements between SZ CXJ and HZ CXJ are implicit and indirect and the company laws and regulations in the PRC governing
the business operations of the VIE's subsidiaries are uncertain. Consequently, the contractual arrangements may not be as effective
as direct ownership in ensuring our control over the relevant portion of our business operations.

 2.6)

 Any failure by our
 VIE, our VIE's subsidiaries, or our VIE's equity holders to perform their obligations under the contractual arrangements
 would have a material adverse effect on our business, financial condition, and results of operations.

 If
our VIE, our VIE's subsidiaries, or our VIE's equity holders fail to perform their respective obligations under the contractual
arrangements, we may have to incur substantial costs and expend additional resources to enforce such arrangements. Although we have entered
into an option agreement in relation to our variable interest entity, which provides that we may exercise an option to acquire, or nominate
a person to acquire, ownership of the equity in that entity or, in some cases, its assets, to the extent permitted by applicable PRC
laws, rules, and regulations, the exercise of the option is subject to the review and approval of the relevant PRC governmental authorities.
We have also entered into an equity interest pledge agreement with respect to the variable interest entity to secure certain obligations
of such VIE or its equity holders to us under the contractual arrangements. However, the enforcement of such agreement through arbitral
or judicial agencies may be costly and time-consuming and would be subject to uncertainties in the PRC legal system. Moreover, our remedies
under the equity pledge agreement are primarily intended to help us collect debts owed to us by the variable interest entity equity holders
under the contractual arrangements and may not help us in acquiring the assets or equity of the variable interest entity.

 The
contractual arrangements are governed by PRC law and provide for the resolution of disputes through arbitration or court proceedings
in China. Accordingly, these contracts would be interpreted in accordance with PRC law and any disputes would be resolved in accordance
with PRC legal procedures. The legal system in the PRC is not as developed as in some other jurisdictions, such as the United States.
Moreover, there are very few precedents and little formal guidance as to how contractual arrangements in the context of a variable interest
entity should be interpreted or enforced under PRC law, and as a result it may be difficult to predict how an arbitration panel or court
would view such contractual arrangements. As a result, uncertainties in the PRC legal system could limit our ability to enforce the contractual
arrangements. Under PRC law, if the losing parties fail to carry out the arbitration awards or court judgments within a prescribed time
limit, the prevailing parties may only enforce the arbitration awards or court judgments in PRC courts, which would require additional
expense and delay. In the event we are unable to enforce the contractual arrangements, we may not be able to exert effective control
over our variable interest entity, and our ability to conduct our business, as well as our financial condition and results of operations,
may be materially and adversely affected.

 3)
 Risks
 Related to Doing Business in China

 3.1)

 Changes in international
 trade or investment policies and barriers to trade or investment and the ongoing geopolitical conflict may have an adverse effect on
 our business and expansion plans and could lead to the delisting of our securities from U.S. exchanges and/or other restrictions or
 prohibitions on investing in our securities.

 In
recent years, international market conditions and the international regulatory environment have been increasingly affected by competition
among countries and geopolitical frictions. In particular, the U.S. administration has advocated for and taken steps toward restricting
trade in certain goods, particularly from China. From 2018 to late 2019, the United States announced several tariffs increases that applied
to products imported from China, totalling over US$550 billion. By the end of 2019, the two countries had reached a phase one trade deal
to roll back tariffs and suspend certain tariff increases by the United States that were scheduled to take effect from December 2019,
and in January 2020, the two sides entered into a formal phase one agreement on trade. The progress of trade talks between China and
the United States is subject to uncertainties, and there can be no assurance as to whether the United States will maintain or reduce
tariffs or impose additional tariffs on Chinese products in the near future. Furthermore, in August 2019, the U.S. Treasury Department
labelled China as a currency manipulator, which label was officially dropped by the U.S. Treasury Department in January 2020. However,
it is uncertain whether the U.S. government may issue any similar announcements in the future. As a result of such announcement, the
United States may take further actions to eliminate perceived unfair competitive advantages created by alleged manipulating actions.
Changes to national trade or investment policies, treaties and tariffs, fluctuations in exchange rates, or the perception that these
changes could occur could adversely affect the financial and economic conditions in China, as well as our future international and cross-border
operations, our financial condition, and our results of operations.

 In
addition, the United States is considering ways to limit U.S. investment portfolio flows into China. For example, in May 2020, under
pressure from U.S. administration officials, the independent Federal Retirement Thrift Investment Board suspended its implementation
of plans to change the benchmark of one of its retirement asset funds to an international index that includes companies in emerging markets,
including China. China-based companies, including us, may become subject to executive orders or other regulatory actions that may, among
other things, prohibit U.S. investors from investing in these companies and delist the securities of these companies from U.S. exchanges.
As a result, U.S. and certain other persons may be prohibited from investing in the securities of our Company, whether or not they are
listed on U.S. exchanges. For example, in November 2020, the U.S. administration issued U.S. Executive Order 13959, prohibiting investments
by any U.S. person in publicly traded securities of certain Chinese companies that are deemed owned or controlled by the Chinese military.
In May 2021, the American depositary shares of China Telecom, China Mobile, and China Unicom were delisted from the NYSE to comply with
this executive order. In June 2021, the U.S. administration expanded the scope of the executive order to Chinese defence and surveillance
technology companies. Geopolitical tensions between China and the United States may intensify and the United States may adopt even more
drastic Measures in the future. China and other countries have retaliated
and may further retaliate in response to new trade policies, treaties and tariffs implemented by the United States. For instance, in
response to the tariffs announced by the United States, in 2018 and 2019, China announced it would stop buying U.S. agricultural products
and imposed tariffs on over US$185 billion worth of U.S. goods. Although China subsequently granted China and tariff exemptions for certain
U.S. products as a result of trade talks and the phase one trade deal with the United States, it is uncertain whether there will be any
further material changes to China's tariff policies. Any further actions to increase existing tariffs or impose additional tariffs
could result in an escalation of tariff exemptions for certain U.S. products of the trade conflict, which would have an adverse effect
on manufacturing, trade, and a wide range of industries that rely on trade, including logistics, retail sales, and other businesses and
services, which could adversely affect our business operations and financial results.

 Additionally,
China has issued regulations to give itself the ability to unilaterally nullify the effects of certain foreign restrictions that are
deemed to be unjustified to Chinese individuals and entities. The Rules on Counteracting Unjustified Extra-territorial Application of
Foreign Legislation and Other Measures promulgated by the Ministry of Commerce ("MOFCOM") on January 9, 2021 with immediate
effect, provide that, among other things, Chinese individuals or entities are required to report to the MOFCOM within 30 days if they
are prohibited or restricted from engaging in normal business activities with third-party countries or their nationals or entities due
to non-Chinese laws or measures; and the MOFCOM, following the decision of the relevant Chinese authorities, may issue prohibition orders
contravening such non-Chinese laws or measures. Furthermore, on June 10, 2021, the Standing Committee of the National People's
Congress of China promulgated the Anti-foreign Sanctions Law, which came into effect on the same day. The Anti-foreign Sanctions Law
prohibits any organization or individual from implementing or providing assistance in implementation of discriminatory restrictive measures
taken by any foreign state against the citizens or organizations of China. In addition, all organizations and individuals in China are
required to implement the retaliatory measures taken by relevant departments of the State Council. Since the aforesaid laws and rules
were newly promulgated, there exist high uncertainties as to how such regulations will be interpreted and implemented and how they would
affect our business and results of operations or the trading prices of our Shares.

 The
institution of trade tariffs both globally and between the U.S. and China specifically carries the risk of negatively affecting China's
overall economic condition, which could have a negative impact on us.

 Trade
tensions and policy changes have also led to measures that could have adverse effects on China-based issuers, including proposed legislation
in the United States that would require listed companies whose audit reports and/or auditors who are subject to review by PCAOB to be
subject to enhanced disclosure obligations and be subject to delisting if they do not comply with the requirements.

 3.2)

 The enactment of the
 Law of the PRC on Safeguarding National Security in the Hong Kong Special Administrative Region (the "Hong Kong National Security
 Law") could impact our Hong Kong subsidiaries, and the market price for our shares could be adversely affected by increased tensions
 between the United States and China.

 Recently
there have been heightened tensions in the economic and political relations between the United States and China. On June 30, 2020, the
Standing Committee of the PRC National People's Congress issued the Law of the People's Republic of China on Safeguarding
National Security in the Hong Kong Special Administrative Region (HKSAR). This law defines the duties and government bodies of the HKSAR
for safeguarding national security and four categories of offences-secession, subversion, terrorist activities, and collusion with a
foreign country or external elements to endanger national security-and their corresponding penalties. On July 14, 2020, U.S. President
Donald Trump signed the Hong Kong Autonomy Act, or HKAA, into law, authorizing the U.S. administration to impose blocking sanctions against
individuals and entities who are determined to have materially contributed to the erosion of Hong Kong's autonomy. On August 7,
2020, the U.S. government imposed HKAA-authorized sanctions on eleven individuals, including HKSAR chief executive Carrie Lam. On October
14, 2020, the U.S. State Department submitted to relevant committees of Congress the report required under the HKAA, identifying persons
materially contributing to "the failure of the Government of China to meet its obligations under the Joint Declaration or the Basic
Law." The HKAA further authorizes secondary sanctions, including the imposition of blocking sanctions, against foreign financial
institutions that knowingly conduct a significant transaction with foreign persons sanctioned under this authority. The imposition of
sanctions such as those provided in the HKAA is in practice discretionary and highly political, especially in a relationship as extensive
and complex as that between the United States and China. It is difficult to predict the full impact of the Hong Kong National Security
Law and HKAA on Hong Kong and companies located in Hong Kong like our
Hong Kong subsidiaries. If we or our Hong Kong or PRC subsidiaries are determined to be in violation of the Hong Kong National Security
Law or the HKAA by competent authorities, our business operations, financial position, and results of operations could be materially
and adversely affected. Furthermore, legislative or administrative actions in respect of Sino-U.S. relations could cause investor uncertainty
for affected issuers, including us, and the market price of our shares could be adversely affected.

 3.3)

 The Chinese government
 may choose to exercise significant oversight and discretion over the conduct of our and our VIE's business operations in China.

 The
Chinese government may choose to exercise significant oversight and discretion over the conduct of our and our VIE's business operations
in China. Such governmental actions:

 could
 result in a material change in our VIE's operations;

 could
 significantly limit or completely hinder our and our VIE's ability to continue our operations in China;

 could
 significantly limit or completely hinder our ability to offer or continue to offer our shares to investors; and

 may
 cause our shares to significantly decline in value or become worthless.

 Recently,
the PRC government initiated a series of regulatory actions and new policies to regulate business operations in certain areas in China
with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based
companies listed overseas using a VIE structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the
efforts in anti-monopoly enforcement. Since these statements and regulatory actions are new, it is highly uncertain how soon the legislative
or administrative regulation-making bodies will respond and what existing or new laws or regulations or detailed implementations and
interpretations will be modified or promulgated, if any. It is also highly uncertain what the potential impact of any such modified or
new laws and regulations will be on our daily business operations, our ability to accept foreign investments, and the continued listing
of our shares in the U.S. markets. These actions could result in a material change in our operations and/could cause the value of our
shares to significantly decline or become worthless.

 The
Chinese government has also exercised, and continues to exercise, substantial control over virtually every sector of the Chinese economy
through regulation and state ownership, including those relating to regulation of the health product industry, taxation, import and export
tariffs, environmental regulations, land use rights, property ownership and other matters. We believe that the business operations of
our VIE and its subsidiaries in China are in material compliance with all applicable legal and regulatory requirements. However, the
central or local governments of the jurisdictions in which it operates may impose new, stricter regulations or interpretations of existing
regulations that would require additional expenditures and efforts on our VIE's part to ensure its compliance with such regulations
or interpretations. Accordingly, government actions in the future could have a significant effect on our VIE and our VIE's subsidiaries
and on their businesses which, in turn, could have a negative effect on the value of our shares.

 3.4)

 The new Overseas Listing
 Rules and other relevant rules promulgated by the CSRC may subject us to additional compliance requirements in the future.

 On
February 17, 2023, the China Securities Regulatory Commission (the "CSRC") released the Trial Administrative Measures of
Overseas Securities Offering and Listing by Domestic Companies, or the Trial Measures, which came into effect on March 31, 2023. On the
same date as the issuance of the Trial Measures, the CSRC circulated No. 1 to No. 5 Supporting Guidance Rules, the Notes on the Trial
Measures, the Notice on Administration Arrangements for the Filing of Overseas Listings by Domestic Enterprises, and the relevant CSRC
Answers to Reporter Questions on the official website of the CSRC, or collectively, the Guidance Rules and Notice. The Trial Measures,
together with the Guidance Rules and Notice, reiterate the basic supervision principles as reflected in the Overseas Listing Regulations
by providing substantially the same requirements for filings of overseas offering and listing by domestic companies, yet made the following
updates compared to the Overseas Listing Regulations: (a) further clarification of the circumstances prohibiting overseas issuance and
listing; (b) further clarification of the standard of indirect overseas
listing under the principle of substance over form, and (c) adding more details on filing procedures and requirements by setting different
filing requirements for different types of overseas offering and listing.

to the Trial Measures and the Guidance Rules and Notice, a domestic company that seeks to offer or list securities overseas, either directly
or indirectly, should fulfill the filing procedure and report relevant information to the CSRC within three working days following its
submission of an initial public offering or listing application. Companies that have already been listed on overseas stock exchanges
or that have obtained approval from overseas securities regulators or stock exchanges for their offering and listing and that complete
their overseas offering and listing prior to September 30, 2023 are not required to make immediate filings for their listing, yet need
to make filings for subsequent offerings in accordance with the Trial Measures. Companies that have already submitted an application
for an initial public offering to overseas securities regulators prior to the effective date of the Trial Measures but have not yet obtained
approval from overseas securities regulators or stock exchanges for the offering and listing may arrange for the filing within a reasonable
time period and should complete the filing procedure before such companies' overseas issuance and listing.

 According
to the Notice on Administration Arrangements for the Filing of Overseas Listings by Domestic Enterprises, domestic companies that have
already been listed overseas before the effective date of the Trial Measures, March 31, 2023, shall be deemed Existing Issuers, and Existing
Issuers are not required to complete the filing procedures immediately, but they will be required to file with the CSRC for any subsequent
offerings. If a domestic company fails to complete required filing procedures or conceals any material fact or falsifies any major content
in its filing documents, such domestic company may be subject to administrative penalties, such as an order to rectify, warnings, and
fines, and its controlling shareholders, actual controllers, the person directly in charge, and other directly liable persons may also
be subject to administrative penalties, such as warnings and fines.

 On
February 24, 2023, the CSRC, together with the Ministry of Finance, the National Administration of State Secrets Protection and National
Archives Administration of China, revised the Provisions on Strengthening Confidentiality and Archives Administration for Overseas Securities
Offering and Listing, which were issued by the CSRC and National Administration of State Secrets Protection and National Archives Administration
of China in 2009, or the Provisions. The revised Provisions were issued under the title the "Provisions on Strengthening Confidentiality
and Archives Administration of Overseas Securities Offering and Listing by Domestic Companies," and came into effect on March 31,
2023, together with the Trial Measures. One of the major revisions to the revised Provisions is expanding their application to cover
indirect overseas offerings and listing, as is consistent with the Trial Measures. The revised Provisions require that, among other things,
(a) a domestic company that plans to, either directly or indirectly through its overseas listed entity, publicly disclose or provide
to relevant individuals or entities, including securities companies, securities service providers, and overseas regulators, any documents
and materials that contain state secrets or working secrets of government agencies, shall first obtain approval from competent authorities
according to law, and file with the secrecy administrative department at the same level; and (b) a domestic company that plans to, either
directly or indirectly through its overseas listed entity, publicly disclose or provide to relevant individuals and entities, including
securities companies, securities service providers, and overseas regulators, any other documents and materials that, if leaked, will
be detrimental to national security or public interest, shall strictly fulfil relevant procedures stipulated by applicable national regulations.
Any failure or perceived failure by the Company and its subsidiaries to comply with the above confidentiality and archives administration
requirements under the revised Provisions and other PRC laws and regulations may result in the relevant entities being held legally liable
by competent authorities and referred to the judicial organ to be investigated for criminal liability if suspected of committing a crime.

 Although,
as of the date of this Annual Report, the Company is not considering any offerings of its securities, if we should seek to affect an
overseas follow-on offering in the future, we may be required to comply with the Trial Measures and the revised Provisions, which would
subject us to additional compliance requirements in the future. There are still uncertainties regarding the interpretation and implementation
of such regulatory guidance, and we cannot assure you that we will be able to comply with all the new regulatory requirements of the
Trial Measures, the revised Provisions, or any future implementing rules on a timely basis, or at all. Any failure by us to fully comply
with the new regulatory requirements, including but not limited to the
failure to complete the filing procedures with the CSRC, if required, may significantly limit or completely hinder our ability to offer
or continue to offer our common stock on a US exchange, cause significant disruption to our business operations,
and severely damage our reputation, which would materially and adversely affect our financial condition and results of operations and
cause our securities to significantly decline in value or become worthless.

 3.5)

 Changes in the policies,
 regulations and rules, and the enforcement of laws of the PRC government may be implemented quickly with little advance notice and
 could have a significant impact upon our VIE's and our VIE's subsidiaries' ability to operate profitably in the PRC.
 The PRC legal system also embodies uncertainties, which could limit law enforcement availability. Therefore, our assertions and beliefs
 of the risk imposed by the PRC legal and regulatory system cannot be certain.

 The
PRC legal system is a civil law system based on written statutes. Unlike common law systems, decided legal cases have little precedence.
In 1979, the PRC government began to promulgate a comprehensive system of laws and regulations governing economic matters in general.
The overall effect of legislation over the past several decades has significantly enhanced the protections afforded to various forms
of foreign investment in China. The Company's PRC subsidiaries, its VIE, and its VIE's subsidiary are subject to PRC laws
and regulations. However, these laws and regulations change frequently, and the interpretation and enforcement thereof involve uncertainties.
For instance, we may have to resort to administrative and court proceedings to enforce the legal protections to which we are entitled
to by law or contract. However, since PRC administrative and court authorities have significant discretion in interpreting statutory
and contractual terms, it may be difficult to evaluate the outcome of administrative court proceedings and the level of law enforcement
that we would receive in more developed legal systems. Such uncertainties, including the inability of our PRC subsidiaries to enforce
their contracts, could affect our business and operation. In addition, confidentiality protections in China may not be as effective as
in the United States or other countries. Accordingly, we cannot predict the effect of future developments in the PRC legal system, particularly
with regard to our business, including the promulgation of new laws. This may include changes to existing laws or the interpretation
or enforcement thereof, or the preemption of local regulations by national laws. These uncertainties could limit the availability of
law enforcement.

 The
legal system in China, it laws and regulation changing frequently and the uncertainty in interpretation and enforcement of those laws
could result in a material change in our operations, and further 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.

 3.6)

 Changes in China's
 economic, political, or social conditions or government policies could have a material adverse effect on our business and results of
 operations and 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.

 Substantially
all of our operations are conducted in the PRC. Accordingly, our financial condition and results of operations are affected to a significant
extent by economic, political, and legal developments in the PRC or changes in government relations between China and the United States
or other governments. There is significant uncertainty about the future relationship between the United States and China with respect
to trade policies, treaties, government regulations and tariffs.

 The
PRC economy differs from the economies of most developed countries in many respects, including the extent of government involvement,
level of development, growth rate, control of foreign exchange and allocation of resources. Although the PRC government has implemented
measures emphasizing the utilization of market forces for economic reform, the reduction of state ownership of productive assets, and
the establishment of improved corporate governance in business enterprises, a substantial portion of productive assets in China is still
owned by the government. In addition, 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 by allocating resources, controlling payment of
foreign currency-denominated obligations, setting monetary policy, regulating financial services and institutions, and providing preferential
treatment to particular industries or companies.

 While
the PRC economy has experienced significant growth in the past four decades, growth has been uneven, both geographically and among various
sectors of the economy. Since 2020 due to the global pandemic, growth of the Chinese economy has slowed down. The PRC government has
implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures may benefit the
overall PRC economy but may also have a negative effect on us. Our financial condition and results of operation could be materially and
adversely affected by government control over capital investments or changes in tax regulations that are applicable to us. In addition,
the PRC government has implemented in the past certain measures, including interest rate increases, to control the pace of economic growth.
These measures may cause decreased economic activity.

 We
cannot assure you that the PRC's economy will continue to grow, or that if there is growth, such growth will be steady and uniform,
or that if there is a slowdown, such slowdown will not have a negative effect on its business and results of operations.

 In
July 2021, the Chinese government provided new guidance on China-based companies raising capital outside of China, including through
VIE arrangements. In light of such developments, the SEC has imposed enhanced disclosure requirements on China-based companies seeking
to register securities with the SEC. As substantially all of our operations are based in China, any future Chinese, U.S., or other rules
and regulations that place restrictions on capital raising or other activities by China based companies could adversely affect our business
and results of operations. If the business environment in China deteriorates from the perspective of domestic or international investment,
or if relations between China and the United States or other governments deteriorate, the Chinese government may intervene with our operations
and our business in China and in the United States.

 3.7)

 Our business is subject
 to complex and evolving laws and regulations regarding privacy and data protection. These laws and regulations can be complex and stringent,
 and many are subject to change and uncertain interpretation, which could result in claims, changes to our data and other business practices,
 regulatory investigations, penalties, increased cost of operations, or declines in user growth or engagement, or otherwise affect our
 business. Although we believe we currently are not required to obtain clearance from the Cyberspace Administration of China under the
 recently enacted or proposed regulations or rules, we face uncertainties as to the interpretation or implementation of such regulations
 or rules, and if required, whether such clearance can be timely obtained, or at all.

 Regulatory
authorities in China have implemented and are considering further legislative and regulatory proposals concerning data protection. New
laws and regulations that govern new areas of data protection or impose more stringent requirements may be introduced in China. In addition,
the interpretation and application of consumer and data protection laws in China are often uncertain, in flux, and complicated, including
differentiated requirements for different groups of people or different types of data.

 The
PRC regulatory and enforcement regime with regard to privacy and data security is evolving. The PRC government is increasingly focused
on data security, recently launching cybersecurity review against a number of mobile apps operated by several US-listed Chinese companies
and prohibiting these apps from registering new users during the review period. Although we believe that we are compliant with the regulations
and policies that have been issued to date and we do not believe that we are required to obtain any permissions and approvals under the
regulations discussed below, if we have inadvertently concluded that such permissions or approvals are not required or if applicable
laws, regulations, or interpretations change and we are required to obtain such permissions or approvals in the future, the Company or
its VIE could be subject to increased compliance costs, as well as, among other things, administrative penalties, rectification orders,
fines, suspension of relevant business, or revocation of business permits or licenses, and the Company's securities could become
ineligible for listing on a US exchange.

 The
PRC Cybersecurity Law, which took effect in June 2017, provides that personal information and important data collected and generated
by operators of critical information infrastructure in the course of their
operations in the PRC should be stored in the PRC, and the law imposes heightened regulation and additional security obligations on operators
of critical information infrastructure.

 In
January 2022, the Cyberspace Administration of China and several other administrations jointly promulgated amended Cybersecurity Review
Measures, which became effective on February 15, 2022. Pursuant to the Cybersecurity Review Measures, a "critical information infrastructure
operator," or a CIIO, that purchases network products and services or conducts data processing activities that affect or may affect
national security will be subject to cybersecurity review. The Cybersecurity Review Measures also expands the cybersecurity review to
"internet platform operators" in possession of personal information of over one million users if such operators intend to
list their securities in a foreign country. Alternatively, relevant governmental authorities in the PRC may initiate cybersecurity review
if they determine an operator's network products or services or data processing activities affect or may affect national security.
We do not believe that our Company constitutes a critical information infrastructure operator and we have less than one million registered
users on our digital platform. The PRC National Security Law defines various types of national security, including technology security
and information security.

 On
November 14, 2021, the Cyberspace Administration of China released the Regulations on Network Data Security. The Regulations on Network
Data Security provide that data processors refers to individuals or organizations that autonomously determine the purpose and the manner
of processing data. If a data processor that processes personal data of more than one million users intends to list overseas, it shall
apply for a cybersecurity review. In addition, data processors that process important data or are listed overseas shall carry out an
annual data security assessment on their own or by engaging a data security services institution, and the data security assessment report
for the prior year should be submitted to the local cyberspace affairs administration department before January 31 of each year.

 We
currently have less than one million registered users on our digital platform and only require and obtain user information after users
register with it. Given that we sell and service products through our digital platform, we may constitute a "data processor,"
but the number of our online registered users is far less than one million. As a result, we would not be required to apply for a cybersecurity
review under the Measures for Cybersecurity Review or the Regulations on Network Data Security. Nevertheless, the Measures for Cybersecurity
Review or the Regulations on Network Data Security may be subject to further changes Although we believe we currently are not required
to obtain clearance from the Cyberspace Administration of China under the Measures for Cybersecurity Review, the Regulations on Network
Data Security, or the Opinions on Strictly Cracking Down on Illegal Securities Activities, we face uncertainties as to the interpretation
or implementation of such regulations or rules and we may in the future be required to perform a data security assessment annually either
by ourselves or by retaining a third party data security service provider and submitting such data security assessment report to the
local agency every year under the draft Regulations on Network Data Security

 On
June 10, 2021, the Standing Committee of the National People's Congress of China promulgated the Data Security Law which took effect
on September 1, 2021. The Data Security Law provides for data security and privacy obligations of entities and individuals carrying out
data activities, prohibits entities and individuals in China from providing any foreign judicial or law enforcement authority with any
data stored in China without approval from a competent PRC authority, and sets forth the legal liabilities of entities and individuals
found to be in violation of their data protection obligations, including rectification order, warning, fines of up to RMB10 million,
suspension of relevant business, and revocation of business permits or licenses.

 On
August 20, 2021, the Standing Committee of the National People's Congress of China promulgated the Personal Information Protection
Law which took effect on November 1, 2021. In addition to other rules and principles of personal information processing, the Personal
Information Protection Law specifically provides rules for processing sensitive personal information. Sensitive personal information
refers to personal information that, once leaked or illegally used, could easily lead to the infringement of human dignity or harm to
the personal or property safety of an individual, including biometric recognition, religious belief, specific identity, medical and health,
financial account, personal whereabouts, and other information of an individual, as well as any personal information of a minor under
the age of 14. Only where there is a specific purpose and sufficient necessity, and under circumstances where strict protection measures
are taken, may personal information processors process sensitive personal information. A personal information processor shall inform
the individual of the necessity of processing such sensitive personal information and the impact thereof on the individual's rights
and interests. As uncertainties remain regarding the interpretation and implementation of the Personal Information Protection Law, we
cannot assure you that we will comply with the Personal Information Protection Law in all respects and regulatory authorities may order
us to rectify or terminate our current practice of collecting and processing sensitive personal information.

 Compliance
with the PRC Cybersecurity Law, the PRC National Security Law, the Data Security Law, the Cybersecurity Review Measures, and the Personal
Information Protection Law, as well as additional laws and regulations that PRC regulatory bodies may enact in the future, may result
in additional expenses to us and subject us to negative publicity, which could harm our reputation among users and negatively affect
the trading price of our common stock in the future. PRC regulators, including the Department of Public Security, the Ministry of Industry
and Information Technology, the State Administration for Market Regulation, and the CAC, have been increasingly focused on regulation
in the areas of data security and data protection, and are enhancing the protection of privacy and data security by rulemaking and enforcement
actions at central and local levels. We expect that these areas will receive greater and continued attention and scrutiny from regulators
and the public going forward, which could increase our compliance costs and subject us to heightened risks and challenges associated
with data security and protection. If we are unable to manage these risks, we could become subject to penalties, including fines, suspension
of business, prohibition against new user registration (even for a short period of time) and revocation of required licenses, and our
reputation and results of operations could be materially and adversely affected.

 Any
failure, or perceived failure, by us to comply with the above and other regulatory requirements or privacy protection-related laws, rules
and regulations could result in reputational damages or proceedings or actions against us by governmental entities, consumers, or others.
These proceedings or actions could subject us to significant penalties and negative publicity, require us to change our data and other
business practices, increase our costs and severely disrupt our business, or negatively affect the trading price of our common stock.

 3.8

 You may have difficulty
 enforcing judgments against us.

 Most
of our assets are located outside of the United States and most of our current operations are conducted in the PRC. In addition, all
of our directors and officers are nationals and residents of countries other than the United States. A substantial portion of the assets
of these persons is located outside the United States. As a result, it may be difficult for you to effect service of process within the
United States upon these persons. It may also be difficult for you to enforce in U.S. courts judgments on the civil liability provisions
of the U.S. federal securities laws against us and our officers and directors, most of whom are not residents in the United States and
the substantial majority of whose assets are located outside of the United States. In addition, there is uncertainty as to whether the
courts of the PRC would recognize or enforce judgments of U.S. courts. Our counsel as to PRC law has advised us that the recognition
and enforcement of foreign judgments are provided for under the PRC Civil Procedures Law. Courts in China may recognize and enforce foreign
judgments in accordance with the requirements of the PRC Civil Procedures Law based on treaties between China and the country where the
judgment is made or on reciprocity between jurisdictions. China does not have any treaties or other arrangements that provide for the
reciprocal recognition and enforcement of foreign judgments with the United States. In addition, according to the PRC Civil Procedures
Law, courts in the PRC will not enforce a foreign judgment against us or our directors and officers if they decide that the judgment
violates basic principles of PRC law or national sovereignty, security, or the public interest. So, it is uncertain whether a PRC court
would enforce a judgment rendered by a court in the United States.

 3.9

 To the extent that
 our independent registered public accounting firm's audit documentation related to their audit reports for the Company may, in
 the future, be located in China or in Hong Kong, our securities could be delisted and prohibited from trading on a U.S. exchange.

 The
Holding Foreign Companies Accountable Act (the "HFCAA"), as originally passed, prohibited foreign companies from listing
their securities on U.S. exchanges if the company's auditor has been unavailable for PCAOB inspection or investigation for three
consecutive years beginning in 2021. On December 29, 2022, as part of the Consolidated Appropriations Act, 2023, the time period for
the delisting of foreign companies under the HFCAA was reduced from three consecutive years to two consecutive years.

 On
December 16, 2021, the PCAOB issued the Determination Report, which found that the PCAOB is unable to inspect or investigate completely
registered public accounting firms headquartered in (i) mainland China of the People's Republic of China because of a position
taken by one or more authorities in mainland China; and (ii) Hong Kong, a Special Administrative Region and dependency of the PRC, because
of a position taken by one or more authorities in Hong Kong. In addition, the Determination Report identified specific registered public
accounting firms subject to these determinations.

 On
August 26, 2022, the PCAOB signed a Statement of Protocol with the China Securities Regulatory Commission and the Ministry of Finance
of the PRC (the "SOP"). Pursuant to the SOP, the PCAOB has independent discretion to select any issuer audits for inspection
or investigation and has the unfettered ability to transfer information to the SEC. The determinations as to mainland China and Hong
Kong were vacated by the PCAOB as of December 15, 2022 as a result of the PCAOB's having been able to conduct extensive and thorough
inspections and investigations of mainland China and Hong Kong firms in 2022 under the SOP; however, if the PCAOB encounters any impediment,
in the future, to conducting an inspection or investigation of auditors in mainland China or Hong Kong as a result of a position taken
by an authority in either jurisdiction, it may issue new determinations consistent with the HFCAA.

 Because
our independent registered public accounting firm, J&S Associate PLT (F.K.A: J&S Associate) ("J&S"), is headquartered
in Kuala Lumpur, Malaysia, it would not be subject to any determinations that may be announced by the PCAOB in the future with respect
to auditors located in China or Hong Kong. We believe that the PCAOB's inspectors and investigators have consistent access to the
audit work performed by J&S for us. Therefore, we do not expect to be affected by the HFCAA at this time.

 However,
to the extent that our auditor's work papers may, in the future, become located in mainland China or in Hong Kong, such work papers
may not be available for inspection by the PCAOB if authorities in the PRC or Hong Kong were to take a position at that time that would
prevent the PCAOB from continuing to inspect or investigate completely registered public accounting firms headquartered in mainland China
or Hong Kong. If such lack of inspection were to extend for the requisite period of time under the HFCAA, and if the PCAOB were then
to issue new determinations based on its inability to inspect or investigate completely registered public accounting firms headquartered
in mainland China or Hong Kong because of a position taken by an authority in those jurisdictions, our shares could be delisted and prohibited
from trading on a U.S. exchange. In addition, if our auditor's work papers were to become located in China or Hong Kong in the
future, and thereby not be available for PCAOB inspection, our investors would be deprived of the benefits of the PCAOB's oversight
of our auditor through such inspections, and they may lose confidence in our reported financial information and procedures and the quality
of our financial statements. Also, we cannot assure you that U.S. regulatory authorities will not apply additional or more stringent
criteria to us. Such uncertainty could cause the market price of our shares to be materially and adversely affected.

 3.10)

 A downturn in the Chinese
 or global economy, or a change in economic and political policies of China, could materially and adversely affect our VIE's business
 and financial condition.

 Our
VIE's business, prospects, financial condition, and results of operations may be influenced to a significant degree by political,
economic, and social conditions in China generally. The Chinese 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 Chinese economy has experienced significant growth over the past decades, growth has been uneven, both geographically
and among various sectors of the economy. The Chinese government has implemented various measures to encourage economic growth and guide
the allocation of resources. Some of these measures may benefit the overall Chinese economy but may have a negative effect on our VIE.

 Economic
conditions in China are sensitive to global economic conditions. Any prolonged slowdown in the global or Chinese economy may affect our
current customers' and potential customers' businesses and have a negative impact on our VIE's business, results of
operations, and financial condition. Additionally, continued turbulence in the international markets may adversely affect our ability
to access the capital markets to meet liquidity needs.

 3.11)

 There are political
 risks associated with conducting business in China.

 Any
adverse economic, social, and/or political conditions, material social unrest, strike, riot, civil disturbance, or disobedience, as well
as significant natural disasters, may affect the market and adversely affect our business operations as the operations of our VIE and
its subsidiaries are based in China. Any negative event may pose an immediate threat to the stability of the economy in China, thereby
directly and adversely affecting our VIE's and our VIE's subsidiaries' results of operations and financial position.
Furthermore, legislative or administrative actions in respect of China-U.S. relations could cause investor uncertainty for affected issuers,
including us, and the market price of our shares could be adversely affected.

 3.12)

 Restrictions on currency
 exchange may limit our ability to receive and use our sales effectively.

 Currently,
all of our revenues are settled in RMB, and any future restrictions on currency exchanges may limit our ability to use revenue generated
in RMB to fund any future business activities outside China or to make dividend or other payments in U.S. dollars. Although the Chinese
government introduced regulations in 1996 to allow greater convertibility of the RMB for current account transactions, significant restrictions
still remain, including primarily the restriction that FIEs may only buy, sell or remit foreign currencies after providing valid commercial
documents, at those banks in China authorized to conduct foreign exchange business. In addition, conversion of RMB for capital account
items, including direct investment and loans, is subject to governmental approval in China, and companies are required to open and maintain
separate foreign exchange accounts for capital account items. We cannot be certain that the Chinese regulatory authorities will not impose
more stringent restrictions on the convertibility of the RMB.

 3.13)

 Fluctuations in exchange
 rates could adversely affect our business and the value of our securities.

 The
value of our shares will be indirectly affected by the foreign exchange rate between the U.S. dollar and RMB and between those currencies
and other currencies in which our sales may be denominated. Appreciation or depreciation in the value of the RMB relative to the U.S.
dollar would affect our financial results reported in U.S. dollar terms without giving effect to any underlying change in our business
or results of operations. Fluctuations in the exchange rate will also affect the relative value of any dividend we issue that will be
exchanged into U.S. dollars, as well as earnings from, and the value of, any U.S. dollar-denominated investments we make in the future.

 Since
July 2005, the RMB has no longer been 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.

 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
losses may be magnified by PRC exchange control regulations that restrict our ability to convert RMB into foreign currencies.

 3.15)

 The PRC government may issue further restrictive
 measures in the future.

 We
cannot assure you that the PRC's government will not issue further restrictive measures in the future. The PRC government's
restrictive regulations and measures could increase our operating costs in adapting
to these regulations and measures, limit our access to capital resources or even restrict our business operations, which could further
adversely affect our business and prospects.

 3.16)

 If our PRC subsidiary
 or consolidated affiliated entity are found incompliant with the employment and social security, taxation, marketing, tele-communication,
 or other rules of China, they may face penalties imposed by the PRC government.

 Our
PRC subsidiary and consolidated affiliated entity failed to strictly comply with PRC laws and regulations to contribute towards social
insurance premium and housing fund on behalf of their employees, as required by the applicable laws and regulations. We may be required
by relevant authorities to make up the shortfall of social insurance premium and housing fund. Although we have made efforts to settle
tax payables and take compliance measures, if any PRC government authority takes the position that there is non-compliance with the taxation,
marketing, tele-communication, or other rules by our PRC subsidiary or consolidated affiliated entity, they may be exposed to penalties
from PRC government authorities, in which case the operation and financial conditions of our PRC subsidiary or consolidated affiliated
entity may be adversely affected.

 3.17)

 We face uncertainty
 with respect to indirect transfers of equity interests in PRC resident enterprises by their non-PRC holding companies.

 On
February 3, 2015, the SAT issued the Public Notice Regarding Certain Corporate Income Tax Matters on Indirect Transfer of Properties
by Non-Tax Resident Enterprises, or SAT Bulletin 7, which came into effect on the same day, revised in October 2017 and December 2017.
SAT Bulletin 7 extends its tax jurisdiction to transactions involving the transfer of taxable assets through offshore transfer of a foreign
intermediate holding company. In addition, SAT Bulletin 7 has introduced safe harbors for internal group restructurings and the purchase
and sale of equity through a public securities market. SAT Bulletin 7 also brings challenges to both foreign transferor and transferee
(or other person who is obligated to pay for the transfer) of taxable assets, as such persons need to determine whether their transactions
are subject to these rules and whether any withholding obligation applies.

 On
October 17, 2017, the SAT issued the Announcement of the State Administration of Taxation on Issues Concerning the Withholding of Non-Resident
Enterprise Income Tax at Source, or SAT Bulletin 37, which came into effect on December 1, 2017, and revised in June 2018. The SAT Bulletin
37 further clarifies the practice and procedure of the withholding of non-resident enterprise income tax.

 Where
a non-resident enterprise transfers taxable assets indirectly by disposing of the equity interests of an overseas holding company, which
is an Indirect Transfer, the non-resident enterprise as either transferor or transferee, or the PRC entity that directly owns the taxable
assets, may report such Indirect Transfer to the relevant tax authority. Using a "substance over form" principle, the PRC
tax authority may disregard the existence of the overseas holding company if it lacks a reasonable commercial purpose and was established
for the purpose of reducing, avoiding, or deferring PRC tax. As a result, gains derived from such Indirect Transfer may be subject to
PRC enterprise income tax, and the transferee or other person who pays for the transfer is obligated to withhold the applicable taxes
currently at a rate of 10% for the transfer of equity interests in a PRC resident enterprise. Both the transferor and the transferee
may be subject to penalties under PRC tax laws if the transferee fails to withhold the taxes and the transferor fails to pay the taxes.

 We
face uncertainties as to the reporting and other implications of certain past and future transactions where PRC taxable assets are involved,
such as offshore restructuring, sale of the shares in our offshore subsidiaries and investments. Our company may be subject to filing
obligations or may be taxed if our company is transferor in such transactions and may be subject to withholding obligations if our company
is transferee in such transactions, under SAT Bulletin 7 and/or SAT Bulletin 37. For transfers of shares of our company by investors
who are non-PRC resident enterprises, our PRC subsidiaries may be requested to assist in the filing under SAT Bulletin 7 and/or SAT Bulletin
37. As a result, we may be required to expend valuable resources to comply with SAT Bulletin 7 and/or SAT Bulletin 37 or to request the
relevant transferors from whom we purchase taxable assets to comply with these circulars, or to establish that our company should not
be taxed under these circulars, which may have a material adverse effect on our financial condition and results of operations.

 3.19)

 Failure 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.

 Other
than Notice 37, 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.

 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.

 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 this offering 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.

 3.20)

 We may be exposed to
 liabilities under the Foreign Corrupt Practices Act and Chinese anti-corruption laws, and any determination that we violated these
 laws 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 have operations, agreements with third parties, and make most of our sales in China. The PRC also strictly
prohibits bribery of government officials. Our activities in China create the risk of unauthorized payments or offers of payments by
the employees, consultants, sales agents, or distributors of our Company, even though they may not always be subject to our control.
It is our policy to implement safeguards to discourage these practices by our employees. However, our existing safeguards and any future
improvements may prove to be less than effective, and the employees, consultants, sales agents, or distributors of our Company may engage
in conduct for which we might be held responsible. Violations of the FCPA or Chinese anti-corruption laws 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 U.S. government may seek to hold our Company liable for successor liability FCPA violations committed by
companies in which we invest or that we acquire.

 3.21)

 If we become directly
 subject to the recent scrutiny, criticism and negative publicity involving U.S.- listed Chinese companies, we may have to expend significant
 resources to investigate and resolve the matter, which could harm our business operations, stock price, and reputation and could result
 in a loss of your investment in our stock, especially if such matter cannot be addressed and resolved favorably.

 Recently,
U.S. public companies that have substantially all of their operations in China, particularly companies like us which have completed so-called
reverse merger transactions, have been the subject of intense scrutiny, criticism and negative publicity by investors, financial commentators
and regulatory agencies, such as the SEC. Much of the scrutiny, criticism and negative publicity has centered around financial
and accounting irregularities and mistakes, a lack of effective internal controls over financial accounting, inadequate corporate governance
policies or a lack of adherence thereto and, in many cases, allegations of fraud. As a result of the scrutiny, criticism and negative
publicity, the publicly traded stock of many U.S. listed Chinese companies has sharply decreased in value and, in some cases, has become
virtually worthless. Many of these companies are now subject to shareholder lawsuits and SEC enforcement actions and are conducting internal
and external investigations into the allegations. It is not clear what effect this sector-wide scrutiny, criticism and negative publicity
will have on our Company, our business and our stock price. If we become the subject of any unfavorable
allegations, whether such allegations are proven to be true or untrue, we will have to expend significant resources to investigate such
allegations and/or defend our company. This situation will be costly and time consuming and distract our management from growing our
Company.

 3.22)

 Fund flows between
 CXJ Group Co., Limited, its subsidiaries and the consolidated VIE

 Under
PRC law, we may provide funding to our PRC subsidiaries only through capital contributions or loans, and to the consolidated VIE only
through loans, subject to the satisfaction of applicable government registration and approval requirements. We rely on dividends and
other distribution from our PRC subsidiaries to satisfy part of our liquidity requirements. However, to the extent that cash is in our
Hong Kong or PRC subsidiaries, there is a possibility that the funds may not be available to fund our operations or for other
uses outside of the PRC or Hong Kong due to interventions or the imposition of restrictions and limitations by the PRC or the Hong Kong
government on the ability to transfer cash. In addition, if any of our subsidiaries incurs debt on its own behalf in
the future, the instruments governing such debt may restrict its ability to pay dividends to us.

 Under
the Contractual Agreements, SZ CXJ is entitled to substantially all of the economic benefits of the consolidation VIE and its subsidiaries
in the form of consulting service fee. The Contractual Agreements provide that for any fiscal quarter where the consolidated VIE records
pre-tax profit, the consolidated VIE shall pay to SZ CXJ a consulting service fee at an amount equivalent to its pre-tax profit excluding
consulting service fees under U.S. GAAP after making up the accumulated losses under U.S. GAAP from prior years, subject to compliance
with applicable PRC laws. Notwithstanding the foregoing, pursuant to the Contractual Arrangements, SZ CXJ is entitled to adjust the consulting
service fee based on the operating status and needs for business development of the consolidated VIE, and by considering among other
things, the complexity of the services, the actual costs that may be incurred to provide the consulting services, as well as the value
and comparable price on the market of such services.

 For
the years ended May 31, 2025 and 2024, the consolidated VIE was in an accumulated deficit position. The consolidated VIE had accumulated
deficits of $1,970,303 and $1,900,986 as of May 31, 2025 and 2024 respectively. In light of that, SZ CXJ did not charge the consolidated
VIE for any consulting service fees, and consequently, the consolidated VIE had not paid any consulting service fees to SZ CXJ as of
May 31, 2024. SZ CXJ intends to charge the consolidated VIE for consulting service fees after the pre-tax profit under U.S. GAAP of the
consolidated VIE exceeds its accumulated losses under U.S. GAAP, pursuant to the Contractual Agreements. For the years ended May 31,
2025 and 2024, ECXJ did not receive any cash dividends from its PRC subsidiaries.

 ECXJ
did not make any capital contribution or provide any loan to our PRC subsidiaries or the consolidated VIE. Neither the subsidiaries nor
the consolidated VIE is obligated to make dividends or distributions to the ECXJ under the Contractual Agreements. As of the date of
this annual report, no dividend has been made to the ECXJ by the subsidiaries.

 Risks Related to our
 Common Stock

 4.1)

 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.

 4.2)

 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.

 4.3)

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

 Variation
 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.

 4.4)

 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.

 4.5)

 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.

 4.6)

 Together, our Director
 Mr. Xinrui Wang, Ms. Cuiyao Luo 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 Chairman direct and indirect beneficially owns 55.30% of our outstanding shares of Common Stock, our CFO Ms. Cuiyao
Luo, direct beneficially owns 5.83% and Mr. Wenbin Mao direct and indirect beneficially owns 11.63% of our outstanding shares of Common
Stock. As a result, Messrs. Xinrui Wang, Ms. Cuiyao Luo 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.

 4.7)

 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.

 4.8)

 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.

 4.9)

 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.

 4.10)

 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, semi-annual, 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.

 4.11)

 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 PCAOB 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

 No,
we do not have any unresolved staff comments.

 Item
1C. Cybersecurity

 We
believe that information security is a critical component of our business strategy. Therefore, we maintain and continuously assess and
strengthen our cyber security program. Management is responsible for the day-to-day administration of the Company's risk exposures
and has adopted a risk management framework including identification, analysis and response to risks affecting our business.

 We
regularly engage third-party services to conduct evaluations of our security controls, which can include penetration testing, independent
audits, or consulting on best practices to address new challenges. These evaluations include testing both the design and effectiveness
of security controls.

 We
rely on third-party service providers for a variety of services to run our information systems. Cybersecurity risks are evaluated
when determining the selection and oversight of applicable third-party service providers. A cyber-attack at a third-party service provider
could have a significant impact on our business, and we continuously monitor the risks associated with our service providers.

 The
 Chief Financial Officer is responsible to oversight of the Company's risk management program, including technology and cybersecurity
risks facing the Company. The Chief Financial Officer receives briefings from management and the third-party service provider about cybersecurity risk
management and the overall technology and cybersecurity environment.

 We
believe that currently we have no t encountered a cybersecurity event that has had a material impact on our business. See Item 1A. "Risk
Factors" for a discussion of our cybersecurity risk.

 Item
2. Properties

 We
currently maintain our principal executive offices at Room 401, 402 & 411 4th Floor, East Block Building 5, Xintiandi Business Center,
No. 7 Anqiaogang Road, Gongshu District, Hangzhou City, Zhejiang Province, China, comprising an aggregate of 466.01 square meters, which
expires on August 8, 2025. The current total yearly rental is RMB416,730 (approximately $57,719).

 CXJ
(Shenzhen) Technology Co., Ltd leased an office in Shenzhen at Room 1716, Block B Building 4, Tianan Digital City, Longgang District,
Shenzhen City, Guangdong Province, China, comprising of 50 square meters, which expires on December 30, 2025. The currently yearly rental
is RMB30,000 (approximately $4,155).

 Longkou
Xianganfu Trading Co., Ltd leased an office in Yantai at Fulai Street, Yantai Development Zone, Yantai City, Shangdong Province, China,
comprising of 40 square meters, which terminated the tenancy in September 2024.

 In
addition, we maintain one warehouse for automotive aftermarket products of more than 400 square meters, in Hangzhou City, Zhejiang Province,
China, which expires on June 8, 2025 The current total yearly rental is RMB102,484 (approximately $14,194).

 As
of May 31, 2025, the Company has total three separate operating lease agreements for two office space and one warehouse in PRC with remaining
lease terms of from 1 month to 6 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 OTCID 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, 2025, there were 353 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 2024 and 2025, the Company conducted its business in generally four revenue streams: Brand name management fees, exhaust gas
cleaners, motor oil and auto parts.

 Results
of Operations

 Year
 Ended May 31,

 Year
 to Year Comparison

 2025

 2024

 $

 $

 $

 2,318,712

 (1,860,080
)

 Cost of Goods Sold

 (85,975
)

 (672,637
)

 (586,662
)

 Gross Profit

 372,657

 1,646,075

 (1,273,418
)

 Operating Expenses

 (2,621,723
)

 (3,791,453
)

 (1,169,730
)

 Other (Expense)/ Income

 (508
)

 11,255

 (11,763
)

 Interest Income

 (358
)

 Provision for Income Taxes

 (34,461
)

 (5,184
)

 (29,277
)

 Net Loss

 (2,284,025
)

 (2,138,939
)

 (145,086
)

 Less: Net Loss Attributable
 to Non-controlling Interest

 -

 (3,265
)

 3,265

 Net
 Loss Attributable to ECXJ

 (2,284,025
)

 (2,135,674
)

 (148,351
)

totalled of $458,632 for the year ended May 31, 2025, a decrease of $1,860,080 or 80.2%, as compared to that for the year ended May 31,
2024 of $2,318,712. The decrement is mainly due to the decrease of revenue of automobile exhaust cleaner $555,194, brand name management
fees $1,007,214, motor oil and spare parts $292,480, and others $5,192.

 Cost
of Revenue

 Cost
of revenue totalled of $85,975 for the year ended May 31, 2025, a decrease of $586,662 as compared to that of May 31, 2024 of $672,637.
The decrement is mainly due to the decrease in sales of exhaust gas cleaners $405,100, motor oil and spare parts $180,294, and others
$1,268.

 Gross
Profit

 Gross
profit was $372,657 for the year ended May 31, 2025, a decrease of $1,273,418, as compared to that of May 31, 2024 of $1,646,075. The
decrement primarily due to the decrease in brand name management fees $1,007,214, sales of exhaust gas cleaners $150,094, motor oil and
spare parts $112,186, and others $3,924.

Expenses

expenses are $2,621,723 and $3,791,453 for the years ended May 31, 2025 and 2024 respectively, as compared that is a decrease of $1,169,730.
The decrease is mainly due to the decrease in impairment of intangible assets $1,155,802, amortization of intangible assets $138,696,
consultancy fee $157,003, sales commission $104,551, payroll costs $78,915, promotion expenses $75,695, travelling expenses $40,992,
loss on disposal of subsidiary $25,229, R&D expenses written off $28,980, office expenses $17,479, conference expenses $14,889, entertainment
expenses $13,937, transportation expenses $13,667, bad debts written off $2,150, others $7,357, and offset increased in impairment of
goodwill $692,593, tax penalty $7,943, stock loss $3,662 and rental $1,414.

 Net
Loss

 Net
loss totalled $2,284,025 and $2,135,674 for the year ended May 31, 2025 and 2024 respectively, that is an increase net loss of $148,351,
primarily due to the above changes of revenues and expenses.

 Liquidity
and Capital Resources

 Working
Capital

 Year
 Ended May 31,

 Year
 to Year Comparison

 2025

 2024

 $

 $

 $

 Total Current Assets

 284,303

 535,302

 (250,999
)

 Total Current Liabilities

 1,979,652

 (124,366
)

 Working
 Capital (Deficit)

 (1,570,983
)

 (1,444,350
)

 (126,633
)

 As
of May 31, 2025, we had working capital deficit of $1,570,983, a decrease of working capital $126,633, as compared to working capital
deficit of $1,444,350 as of May 31, 2024, that is due to decrease of working capital from total current assets of $250,999 and offset
increase total current liabilities of $124,366.

 Decrease
of working capital $126,633 is mainly due to decrease in prepayment $288,411, accounts receivable $56,314, amount due to director $75,507,
and offset increase of cash and cash equivalents $7,516, deposits and other receivables $ 55,004, due to related parties $22,502, inventories
$8,704, accounts payable $10,021, advance received $12,509, accrued expenses and other payable $129,314, operating lease liabilities
$48,029.

 Cash
Flows

 Year
 Ended May 31,

 Year
 to Year Comparison

 2025

 2024

 $

 $

 $

 Cash Flows Used In Operating Activities

 (418,525
)

 (590,038
)

 171,513

 Cash Flows Used In Investing Activities

 -

 (5,738
)

 5,738

 Cash Flows Provided By/(Used In) Financing
 Activities.

 423,172

 (56,012
)

 479,184

 Effects On Change In Foreign
 Exchange Rate

 2,869

 (5,142
)

 8,011

 Net
 Change In Cash During The Year

 7,516

 (656,930
)

 664,446

 Cash
Flow from Operating Activities

 Cash
flows used in operating activities for the year ended May 31, 2025 and 2024 are $418,525 and $590,038 respectively, reflecting an increase
cash flow of $171,513. The increase in cash flow is mainly due to amortization of right-of-used assets $7,435, impairment of goodwill
$692,593, accounts receivables $59,883, prepayment, deposits and other receivables $39,188, accounts payables $198,522, advance received
$1,164,549, and offset increase of net profit $145,086, decrease in depreciation and amortization $71, bad debts written off $2,150,
amortization and impairment of intangible assets $1,294,498, loss on disposal of subsidiary $25,229, inventories $29,965, operating lease
liabilities $6,084, accrued liabilities, deposit received and other payables $487,574.

 Cash
Flow from Investing Activities

 Cash
flows used in investing activities are $0 and $5,738 for the year ended May 31, 2025 and 2024 respectively, reflecting an increase cash
flow of $5,738. The increase is mainly due to decreased purchased of office equipment $2,934 and net cash from disposal of subsidiary
$2,804.

 Cash
Flow from Financing Activities

 Cash
flow provided by financing activities is $423,172 for the year ended May 31, 2025, compared to cash flow used in financing
activities $56,012 for the year ended May 31, 2024, reflecting an increase cash flow of $479,184. The increase was mainly due to
increase in proceeds from share issuance $369,728, advance to related parties $38,221 and advances $71,235.

 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. See Note
2 Summary of Significant Accounting Policies – Use of estimate.

 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 May 9, 2024. 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, 2025, that our disclosure controls and procedures were not effective.

 The
matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the
Public Company Accounting Oversight Board were: (1) lack of well-established procedures to identify, approve and review related party
transactions; (2) Inadequate design of controls related to business combination transactions accounting given the accounting complexities
of business combinations, including, but not limited to, lack of mindset and methods to assess the value of the business prior to acquisition,
inadequate process to determine the purchase price, lack of professional understanding to determine when the control of the business
acquired is transferred or when the transaction is completed, and inability to make the appropriate disclosure; and (3) the Board does
not have a director who qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K.

 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 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 ("US 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, 2025. 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, 2025, 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.

 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 year ended May 31, 2025, 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

 Xinrui
 Wang

 Chairman

 Lixin
 Cai

 CEO,
 Secretary and Director

 Cuiyao
 Luo

 CFO
 and Treasurer

 Rudong
 Shi

 Director
 and GM of Longkou Xianganfu Trading Co., Ltd.

 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.

 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.

 Rudong
Shi has more than 20 years of working experience in construction of road and bridges, and trading of motor oil. From 2000 to 2015,
Mr. Shi was working with China Railway Construction Group as Senior Engineer and participated in Beijing-Zhuhai Expressway, Qinghai-Tibet
Railway and Qingdao- Rongcheng Intercity Railway. Form 2015 to present, he is the founder and managing director of Yantai Tongcheng Cars
and Services Co., Ltd., and his company is our flagship in Yantai city.

 He
graduated from University of Agricultural Shangdong and major in construction of road and bridges (2000), and obtained his national registered
second-level construction engineer (municipal) and the national first-level registered construction engineer (housing construction).

 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, 2025, all of our executive officers, directors and greater-than-ten
percent stockholders complied with all Section 16(a) filing requirements.

 Director
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, 2025 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, Chief Financial Officer and directors
for the years ended May 31, 2025 and 2024.

 Salary

 Bonus

 Stock Awards

 Option Awards

 All Other Compensation

 Total

 Name and Principal Position

 Year

 ($)

 ($)

 ($)

 ($)

 ($)

 ($)

 Lixin Cai

 2025

 44,060

 -

 -

 -

 -

 44,060

 (CEO & Secretary and Director) (1)

 2024

 43,892

 -

 -

 -

 -

 43,892

 Rudong Shi

 2025

 8,310

 -

 -

 -

 -

 8,310

 (Director and GM of Longkou Xianganfu Trading Co., Ltd) (2)

 2024

 24,965

 -

 -

 -

 -

 24,965

 Cuiyao Luo

 2025

 -

 -

 -

 -

 -

 -

 (CFO & Treasurer)

 2024

 -

 -

 -

 -

 -

 -

 Xinrui Wang

 2025

 -

 -

 -

 -

 -

 -

 (Chairman)

 2024

 -

 -

 -

 -

 -

 -

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

 (2)
Mr. Rudong Shi was appointed by the Board to serve as the General Manager of Longkuo Xianganfu Trading Co., Ltd and director of the Company
since May 13, 2022.

 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
of $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, 2025.

Compensation Plan Information

 We
currently do not have an equity compensation plan.

 Director
Compensation

 We
did not pay our directors any compensation for their services as a director during the years ended May 31, 2025 and 2024, 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 a 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 May 31,
2025 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 102,270,517 shares of our common stock outstanding
as of September 15, 2025.

 Name and Address
 of Beneficial Owner

 Amount
 and Nature of Beneficial Ownership

 Percentage
 of Class

 Xinrui Wang

 52,814,020

 51.64
 %

 CXJ Investment Holding Ltd
 (Controlled
 by Xinrui Wang)

 3,745,000

 3.66
 %

 Lixin Cai

 3,673,830

 3.59
 %

 New Charles Technology Group Limited

 (Controlled by Lixin Cai)

 1,364,800

 1.33
 %

 Kong ECXJ Energy Technology Group Limited (Controlled
 by Wenbin Mao)

 8,890,000

 8.69
 %

 Hong Kong ECXJ Energy Ecological Industry Group
 Limited (Controlled by Baiwan Niu)

 3,600,000

 3.52
 %

 Hong Kong Juheying International Group Co.,
 LImited (Controlled by Wenbin Mao & Baiwan Niu)

 3,000,000

 2.93
 %

 Cuiyao Luo

 5,960,600

 5.83
 %

 Rudong Shi

 80,000

 0.08
 %

 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

 New
Charles Technology Group Limited is 100% controlled by CEO, Mr. Lixin Cai, owing $300 to the Company for year ended May 31, 2025;

 Hangzhou
Xieli Internet Technology Co., Ltd is 100% controlled by CFO, Ms. Cuiyao Luo, borrowed short term loan $82,171 from the Company for the
year ended May 31, 2025.

 Ms.
Cuiyao Luo, our CFO of the Company, advanced working capital in the amount of $369,661 and $284,222 for the years ended May 31, 2025
and 2024.

 Mr.
Rudong Shi, director of the Company, advanced working capital $9,597 and $9,530 for the year ended May 31, 2025 and 2024.

 For
more related party transactions, see Note 14 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, 2025 and 2024.

 Year
 Ended May 31,

 2025

 2024

 $

 $

 Audit Fees (1)

 70,000

 65,297

 Tax Fees (2)

 -

 -

 All Other Fees (3)

 -

 -

 Total

 70,000

 65,297

 (1)
This category consists of audit fees for professional services rendered by the principal accountants for the audit of our annual financial
statements and review of financial statements included in our Form 10-Q or services that are normally provided by the accountant in connection
with statutory and regulatory filings or engagements for those fiscal years.

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

 (3)
This category consists of all other fees for services provided by principal accountant 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

 Subscription
 agreement, dated September 1, 2024 by CXJ Group Co., Limited and Mr. Zhongxin Lei to issue new shares 160,000 shares.

 10.2

 Subscription
 agreement, dated September 1, 2024 by CXJ Group Co., Limited and Mr. Shiguo Wang to issue new shares 200,000 shares.

 10.3

 Subscription
 agreement, dated September 2, 2024 by CXJ Group Co., Limited and Mr. Shiguo Wang to issue new shares 200,000 shares.

 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

 101.LAB

 101.PRE

 101.DEF

 Cover

 Item
16. Form 10–K Summary

 None.

 SIGNATURES

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

 Date:
 September 15, 2025

 By:

 /s/
 Lixin Cai

 Name:

 Lixin
 Cai

 Title:

 Chief
 Executive Officer, Director 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, 2025 and 2024

 Contents

 Page

 Report of Independent Registered Public Accounting Firm - J&S Associate PLT (PCAOB ID: 6743)

 Consolidated Balance Sheets

 Consolidated Statements of Operations and Comprehensive Loss

 Consolidated Statements of Changes in Equity

 Consolidated Statements of Cash Flows

 Notes to Financial Statements

 to F-37

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 J&S
 ASSOCIATE PLT

 202206000037
 (LLP0033395-LCA) & AF002380

 (Registered
 with PCAOB and MIA)

 B-11-14,
 Megan Avenue II

 12,Jalan
 Yap Kwan Seng, 50450, Kuala Lumpur, Malaysia

 Tel:
 +603-4813 9469

 Email
: info@jns-associate.com

 Website
: jns-associate.com

 The
Board of Directors and Shareholders of

 CXJ
GROUP CO., LIMITED

 Opinion
on the Financial Statement

 We
have audited the accompanying consolidated balance sheet of CXJ Group Co., Limited and its subsidiaries (the 'Company') as
of May 31, 2025 and the related consolidated statement of operations and comprehensive loss, statement of changes in equity, and cash
flows for the year ended May 31, 2025, 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, 2025,
and the results of its operations and its cash flows for the year ended May 31, 2025, in conformity with accounting principles generally
accepted in the United States of America.

 Substantial
Doubt about the Company's Ability to Continue as a Going Concern

 The
accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As
discussed in Note 3, as of May 31, 2025, the Company has incurred negative cash flow $418,525 and incurred a net loss of $2,284,025
and had an accumulated deficit of $7,647,505. These matters raise substantial doubt about the Company's ability to continue as
a going concern. Management's evaluation of the events and conditions that gives rise to the substantial doubt that exists
about the Company's ability to continue as a going concern and management's plans to mitigate this matter are also
described in Note 3.

 These
financial statements do not include any adjustments that may be necessary to reflect the effects on the recoverability and classification
of assets and additional liabilities that may arise if the Company is not able to continue as a going concern. Our opinion is not modified
with respect to this matter.

 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 audits. 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
audit 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 audits 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 year audit of the financial statements that were communicated or are 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 especially challenging, subjective, or complex judgements. The communication of critical audit matters does not alter in
any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters
below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

 F- 1

 J&S
 ASSOCIATE PLT

 202206000037
 (LLP0033395-LCA) & AF002380

 (Registered
 with PCAOB and MIA)

 B-11-14,
 Megan Avenue II

 12,Jalan
 Yap Kwan Seng, 50450, Kuala Lumpur, Malaysia

 Tel:
 +603-4813 9469

 Email
: info@jns-associate.com

 Website
: jns-associate.com

recognition

 As
described in Note 2 to the financial statements, the Company adopted Accounting Standards Codification (ASC) Topic 606, Revenue from
Contracts with Customers (ASC 606). We assessed the revenue recognition as a critical audit matter in relation to the complexity and
judgement involved in applying ASC 606 to the Company's contract with its customers.

 The
Company's revenue is primarily generated from the sales of automobile exhaust cleaners and auto parts directly to customers and
from brand name authorization fee and brand name management service under separate contracts. Revenue is recognized on a gross basis
as the Company is acting as a principal in these transactions, is responsible for fulfilling the promise to provide the specified merchandise
and also has pricing discretion. Revenue for trading contracts is recognized at a point in time. The Company recognizes revenues net
of discounts and return allowances when the goods are delivered to the customers, when control of the products has transferred, being
when the products are delivered to the customer. 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.

 Our
key consideration in our evaluation of revenue recognition involved assessing the appropriateness of the Company's application
of ASC 606, including the identification and measurement of performance obligations, the accounting for the transaction price and the
consideration of whether the revenue should be recognized at a point in time or over time. Our audit procedures to assess the above,
among others, included:

 1.
 Understanding
 the nature of revenue and the underlying processes and controls implemented by management
 in accounting for the revenue;

 2.
 Understanding
 and evaluating the Company's revenue recognition policies and procedures, including
 the adoption and application of ASC 606;

 3.
 Evaluating
 the identification and measurement of the performance obligations, including the Company's
 determination of whether they are distinct or combined;

 4.
 Performance
 of an analytical review analysis of the movement of the revenue recognized from prior year
 to current year and obtained reasons for significant movements;

 5.
 Testing
 a sample of revenue items recognized in the financial period and agreeing to the contracts
 and other supporting evidence to ensure accuracy, completeness and timing of revenue recognized;

 6.
 Consideration
 of the consistency of evidence obtained in other areas of the audit;

 7.
 Assessment
 of the adequacy of the Company's disclosures related to revenue recognition under ASC
 606.

 Assessment
for impairment of Goodwill

 As
described in Note 10 to the consolidated financial statements and in accordance with ASC 350, the Company's goodwill balance was
fully impaired as of May 31, 2025. Management evaluates goodwill for impairment annually, or if an event or other circumstance indicates
that it may not recover the carrying value of the asset. If a qualitative assessment indicates that it is more likely than not that the
carrying value of a reporting unit goodwill exceeds its fair value, a quantitative impairment test is performed. If the carrying amount
of the reporting unit exceeds the fair value of the reporting unit, an impairment charge is recorded for the amount by which the carrying
amount exceeds the fair value, not to exceed the amount of goodwill recorded for that reporting unit. As of May 31, 2025, the Company
performed a quantitative goodwill impairment assessment for the reporting unit. The estimated fair value of the reporting
unit was below the goodwill amount and, therefore, an impairment loss of $1,742,577 was recorded. Management determines the fair value
of the reporting unit by using a combination of discounted cash flow and market valuation methodologies. Significant judgments and assumptions
for the quantitative goodwill tests performed include discount rates, terminal growth rates, inflation rate, revenue and cost of sales
projections.

 F- 2

 J&S
 ASSOCIATE PLT

 202206000037
 (LLP0033395-LCA) & AF002380

 (Registered
 with PCAOB and MIA)

 B-11-14,
 Megan Avenue II

 12,Jalan
 Yap Kwan Seng, 50450, Kuala Lumpur, Malaysia

 Tel:
 +603-4813 9469

 Email
: info@jns-associate.com

 Website
: jns-associate.com

 Our
audit procedures to assess the above, among others, included:

 1.
 Understanding
 and evaluating the Company's accounting for the valuation of goodwill and the impairment
 loss in relation to ASC 350;

 2.
 Inspection
 of the valuation obtained from the management in relation to the valuation of the goodwill;

 3.
 Assessment
 of the reliability of the management's prepared budget used in the assessment by performing
 retrospective analysis;

 4.
 Assessment
 of the reasonableness and appropriateness of the valuation model adopted by the management;

 5.
 Examination
 of the key inputs used by the management in their valuation of the goodwill, for accuracy
 and reasonableness;

 6.
 Evaluation
 of the key assumptions adopted by the management in their valuation, for reasonableness;

 7.
 Reperformance
 of the calculation of the impairment loss on goodwill to confirm accuracy of the calculation;

 8.
 Agreeing
 the computed impairment loss on goodwill from the calculation to the posting in the management
 accounts and ensuring that the impairment has been accounted for in the correct financial
 year, at the correct amounts and that the impairment was allocated to the appropriate financial
 statement line items;

 9.
 Considering
 the consistency of evidence obtained in other areas of the audit;

 10.
 Assessing
 the adequacy of the Company's disclosures related to the impairment loss on goodwill.

 We
determined that there were no other critical audit matters.

 /s/
 J&S Associate PLT

 Certified
Public Accountants

 PCAOB
No: 6743

 We
have served as the Company's auditor since 2024.

 Kuala
Lumpur, Malaysia

 September
15, 2025

 F- 3

 CXJ

Balance Sheets

 As
of May 31, 2025 and 2024

 2025

 2024

 Audited

 Audited

 $

 $

 ASSETS

 CURRENT ASSETS

 Cash and cash equivalents

 10,037

 2,521

 Accounts receivables

 2,972

 59,286

 Prepayments

 37,520

 325,931

 Deposits and other receivables

 82,012

 27,008

 Due from related parties

 82,471

 59,969

 Inventories

 69,291

 60,587

 Total Current Assets

 284,303

 535,302

 NON-CURRENT ASSETS

 Property, plant and equipment, net

 2,797

 4,948

 Intangible assets, net

 -

 -

 -

 1,742,577

 Operating lease right-of-use assets

 13,075

 72,178

 Total Non-current Assets

 15,872

 1,819,703

 TOTAL ASSETS

 300,175

 2,355,005

 LIABILITIES AND STOCKHOLDERS' EQUITY

 CURRENT LIABILITIES

 Accounts payables

 68,524

 78,545

 Advanced received

 595,108

 607,617

 Accrued expenses and other payables

 808,784

 938,098

 Due to related parties

 369,259

 293,752

 Operating lease liabilities, net of current portion

 13,611

 61,640

 Total Current Liabilities

 1,979,652

 NON-CURRENT LIABILITIES

 Operating lease liabilities, non-current portion

 -

 TOTAL LIABILITIES

 1,990,461

 STOCKHOLDERS' EQUITY

 Common stock, $ 0.001 par value, 490,000,000 and 490,000,000 shares authorized, 102,270,517 and 101,710,517 shares issued and outstanding as of May 31, 2025 and 2024 respectively

 102,271

 Additional paid-in capital

 5,958,556

 5,589,388

 Accumulated other comprehensive income

 31,567

 36,925

 Accumulated deficit

 ( 7,647,505
)

 ( 5,363,480
)

 Total CXJ Group Stockholders' Equity

 ( 1,555,111
)

 Non-controlling interest

 -

 -

 TOTAL STOCKHOLDERS' EQUITY

 ( 1,555,111
)

 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

 300,175

 2,355,005

 See
accompanying notes to the consolidated financial statements.

 F- 4

 CXJ

Statements of Operations and Comprehensive Loss

 For
the Years ended May 31, 2025 and 2024

 2025

 2024

 Audited

 Audited

 $

 $

 2,318,712

 Cost of Sales

 ( 85,975
)

 ( 672,637
)

 Gross Profit

 372,657

 1,646,075

 Other (Expenses)/Income/

 ( 508
)

 11,255

 Selling and Distribution Expenses

 ( 195,295
)

 ( 470,743
)

 General & Administrative Expenses

 ( 2,426,428
)

 ( 3,320,710
)

 Loss from Operation

 ( 2,249,574
)

 ( 2,134,123
)

 Interest Income

 Loss Before Income Tax

 ( 2,249,564
)

 ( 2,133,755
)

 Income Tax Expense

 ( 34,461
)

 ( 5,184
)

 Net Loss Before Non-Controlling Interest

)

 ( 2,138,939
)

 Less: Non-Controlling Interest

 -

)

 Net Loss For The Year

)

)

 Other Comprehensive Income/(Loss):

 - Foreign Exchange Adjustment (Loss)/Gain

 ( 5,358
)

 6,820

 COMPREHENSIVE LOSS

 ( 2,289,383
)

 ( 2,128,854
)

 Net Loss Per Share - Basic And Diluted

 ( 0.02
)

 ( 0.02
)

 Weighted average number of common shares outstanding – Basic and diluted

 102,128,818

 See
accompanying notes to the consolidated financial statements.

 F- 5

 CXJ

Statements of Changes in Equity

 For
the years ended May 31, 2025 and 2024

 For
The Year Ended May 31, 2025

 Number of
 Shares

 Amount

 Paid-In
 Capital

 Income

 Deficit

 Controlling Interest

 Stockholders'

 Common Stock

 Additional

 Other

 Non-

 Total

 Number of
 Shares

 Amount

 Paid-In
 Capital

 Income

 Deficit

 Controlling Interest

 Stockholders'

 $

 $

 $

 $

 $

 $

 Balance as of May 31, 2024

 5,589,388

 36,925

 ( 5,363,480
)

 -

 Common Stock Issued

 560,000

 369,168

 -

 -

 -

 369,728

 Accumulated Other Comprehensive Loss

 -

 -

 -

 ( 5,358
)

 -

 -

 ( 5,358
)

 Net Loss

 -

 -

 -

 -

)

 -

)

 Balance as of May 31, 2025

 102,270,517

 102,271

 5,958,556

 31,567

 ( 7,647,505
)

 -

 ( 1,555,111
)

 For
The Year Ended May 31, 2024

 Common Stock

 Additional

 Other

 Non-

 Total

 Number of
 Shares

 Amount

 Paid-In
 Capital

 Income

 Deficit

 Controlling Interest

 Stockholders'

 $

 $

 $

 $

 $

 $

 Balance as of May 31, 2023

 5,585,421

 30,105

 ( 3,227,806
)

 27,505

 2,516,936

 Balance

 5,585,421

 30,105

 ( 3,227,806
)

 27,505

 2,516,936

 Disposal of Subsidiary

 -

 -

 -

 6,081

 -

 ( 24,240
)

 ( 18,159
)

 Accumulated other Comprehensive Income

 -

 -

 3,967

 -

 -

 4,706

 Accumulated other Comprehensive Income (Loss)

 -

 -

 3,967

 -

 -

 4,706

 Net loss

 -

 -

 -

 -

)

 -

)

 Non-controlling Interest

 -

 -

 -

 -

 -

)

)

 Balance as of May 31, 2024

 5,589,388

 36,925

 ( 5,363,480
)

 -

 Balance

 5,589,388

 36,925

 ( 5,363,480
)

 -

 See
accompanying notes to the consolidated financial statements.

 F- 6

 CXJ

Statements of Cash Flows

 For
the years ended May 31, 2025 and 2024

 2025

 2024

 $

 $

 CASH FLOWS FROM OPERATING ACTIVITIES:

 Net Loss

)

 ( 2,138,939
)

 Adjustments to reconcile net loss to net cash used in operating activities

 Depreciation and amortization

 2,176

 2,247

 Amortization of right-of-use assets

 75,432

 67,997

 Bad debts written off

 -

 2,150

 Amortization of intangible assets

 -

 138,696

 Impairment of intangible assets

 -

 1,155,802

 Impairment of goodwill

 1,742,577

 1,049,984

 Loss on disposal of subsidiary

 -

 25,229

 Changes in operating assets and liabilities:

 Accounts receivables

 56,491

 ( 3,392
)

 Prepayments, deposits and other receivables

 234,191

 195,003

 Inventories

 ( 8,248
)

 21,717

 Accounts payables

 ( 10,524
)

 ( 209,046
)

 Advance received

 ( 16,665
)

 ( 1,181,214
)

 Accrued liabilities, deposit received and other payables

 ( 131,937
)

 355,637

 Operating lease liabilities

 ( 77,993
)

 ( 71,909
)

 Net cash used in operating activities

 ( 418,525
)

 ( 590,038
)

 CASH FLOWS FROM INVESTING ACTIVITY:

 Purchase of property, plant and equipment

 -

 ( 2,934
)

 Disposal of subsidiary, net of cash disposed

 -

 ( 2,804
)

 Net cash used in investing activity

 -

 ( 5,738
)

 CASH FLOWS FROM FINANCING ACTIVITIES:

 Proceeds from share issuance

 369,728

 -

 Advance to related parties

 ( 21,996
)

 ( 60,217
)

 Advances from directors

 75,440

 4,205

 Net cash provided by/(used in) financing activities

 423,172

 ( 56,012
)

 Effect of exchange rate changes on cash and cash equivalents

 2,869

 ( 5,142
)

 Net change in cash and cash equivalents

 7,516

 ( 656,930
)

 Cash and cash equivalents, beginning of year

 2,521

 659,451

 CASH AND CASH EQUIVALENTS, END OF YEAR

 10,037

 2,521

 See
accompanying notes to the consolidated financial statements.

 F- 7

 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 4, 2019, the eight judicial District Court of Nevada appointed Custodian Ventures, LLC as custodian for the Company,
proper notice having been given to the officers and directors of Global Entertainment Corporation. There was no opposition.

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

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

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

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

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

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

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

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

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

 F- 8

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

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

 On
May 3, 2024, the Board approved the appointment of J & S Associate Plt ("J & S") as the Company's new independent
registered public accounting firm for the fiscal year ending May 31, 2024.

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

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

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

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

 NOTE
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Basis
of presentation

 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.

 Basis
of consolidation

 The
consolidated financial statements include the accounts of the Company, VIE 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 non-controlling interests in subsidiaries is reflected in the consolidated statements of operations.

OF OWNERSHIP INTEREST IN SUBSIDIARIES

 Entity Name

 Date of Incorporation

 Parent Entity

 Interest
 %

 Nature of Operation

 Place of Incorporation

 CXJ Investment Group Company Ltd (BVI CXJ)

 2020/2/19

 US CXJ

 100 %

 Investment holding

 British Virgin Islands

 CXJ (HK) Technology Group Company Ltd (HK CXJ)

 2020/3/11

 BVI CXJ

 100 %

 Investment holding

 Hong Kong, PRC

 CXJ (Shenzhen) Technology Co., Ltd (SZ CXJ)

 2020/5/26

 HK CXJ

 100 %

 Investment holding

 PRC

 Longkou Xianganfu Trading Co., Ltd. (Longkou CXJ)

 2018/4/23

 SZ CXJ

 100 %

 Trading and consultancy services

 PRC

 VIE:

 CXJ Technology (Hangzhou) Co., Ltd. (HZ CXJ)

 2019/3/28

 SZ CXJ

 100 %

 Trading,brand name management fee and consultancy services

 PRC

 Qingdao Hong Run Kuo Ye Network Technology Co., Ltd. (Qingdao CXJ)

 2019/8/19

 HZ CXJ

 100 %

 Trading and consultancy services

 PRC

 F- 9

 VIE
Consolidation Schedule

 The
following tables set forth the summary consolidated balance sheets data as of May 31, 2025 and 2024 of (i) the Parent, (ii) the WFOE,
(iii) the VIE Group, and the summary of the consolidated statement of income and cash flows for the years ended May 31, 2025 and 2024.
Our and the VIE Group's consolidated financial statements are prepared and presented in accordance with accounting principles generally
accepted in the United States, or U.S. GAAP. Our and the VIE Group's historical results are not necessarily indicative of results
expected for future periods. Assets of the VIEs can only be used to settle their obligation and creditors of the VIEs have no recourse
to the Company's or WFOE's general credit.

 You
should read this information together with our and the VIE Group's consolidated financial statements and the related notes and
Item 1 "Business" and Item 1A "Risk Factor" included elsewhere in this annual report.

 Summary
of Consolidated Balance Sheet as of May 31, 2025 and 2024

OF CONSOLIDATED BALANCE SHEETS

 For the year ended May 31, 2025

 $

 $

 $

 $

 $

 Cash and cash equivalents

 ( 7
)

 5,761

 4,283

 -

 10,037

 Intercompany balances - Receivable

 175,777

 57,194

 128,741

 ( 361,712
)

 -

 Other current assets

 22,287

 251,679

 -

 274,266

 Total Current Assets

 176,070

 85,242

 384,703

 ( 361,712
)

 284,303

 Investment in subsidiaries and VIEs and VIEs' subsidiaries

 4,194,338

 -

 -

 ( 4,194,338
)

 -

 Other non-current assets

 -

 2,658

 13,214

 -

 15,872

 Total Non-current Assets

 4,194,338

 2,658

 13,214

 ( 4,194,338
)

 15,872

 Total Assets

 4,370,408

 87,900

 397,917

 ( 4,556,050
)

 300,175

 Intercompany balances - Payable

 234,578

 129,944

 ( 364,870

)

 -

 Total Current Liabilities

 733,713

 144,522

 977,051

 -

 Other non-current liabilities

 -

 -

 -

 -

 -

 Total Liabilities

 968,291

 274,466

 977,399

 ( 364,870
)

 Total Equity

 3,402,117

 ( 186,566
)

 ( 579,482
)

 ( 4,191,180
)

 ( 1,555,111
)

 Total Liabilities and Total Equity

 4,370,408

 87,900

 397,917

 ( 4,556,050
)

 300,175

 *
 Intercompany balances
 resulted from regular transactions in the business operations of the entities, and no service fees were charged by SZ
 CXJ.

 F- 10

 For the year ended May 31, 2024

 $

 $

 $

 $

 $

 Cash and cash equivalents

 1,435

 -

 2,521

 Intercompany balances - Receivable

 176,277

 59,561

 124,606

 ( 360,444
)

 -

 Other current assets

 249,261

 21,984

 261,536

 532,781

 Total Current Assets

 426,336

 81,833

 387,577

 ( 360,444
)

 535,302

 Investment in subsidiaries and VIEs and VIEs' subsidiaries

 4,194,338

 -

 -

 ( 4,194,338
)

 -

 Other non-current assets

 1,742,577

 6,737

 70,389

 -

 1,819,703

 Total Non-current Assets

 5,936,915

 6,737

 70,389

 ( 4,194,338
)

 1,819,703

 Total Assets

 6,363,251

 88,570

 457,966

 ( 4,554,782
)

 2,355,005

 Intercompany balances - Payable

 235,078

 128,564

 ( 363,987

)

 -

 Total Current Liabilities

 927,485

 94,502

 957,665

 -

 1,979,652

 Other non-current liabilities

 -

 -

 -

 Total Liabilities

 1,162,563

 223,066

 968,819

 ( 363,987
)

 1,990,461

 Total Equity

 5,200,688

 ( 134,496
)

 ( 510,853
)

 ( 4,190,795
)

 Total Liabilities and Total Equity

 6,363,251

 88,570

 457,966

 ( 4,554,782
)

 2,355,005

 *
 Intercompany balances
 resulted from regular transactions in the business operations of the entities, and no service fees were charged by SZ
 CXJ.

 Summary
of Consolidated Statement of Income for the year ended May 31, 2025 and 2024

OF CONSOLIDATED STATEMENT OF INCOME

 For the year ended May 31, 2025

 $

 $

 $

 $

 $

 Net revenue

 -

 -

 -

 Total operating costs and expenses

 ( 2,131,522
)

 ( 50,923
)

 ( 525,761
)

 -

 ( 2,708,206
)

 Loss from operations

 ( 2,131,522
)

 ( 50,923
)

 ( 67,129
)

 -

 ( 2,249,574
)

 Interest income

 -

 -

 Net loss before income tax

 ( 2,131,522
)

 ( 50,921
)

 ( 67,121
)

 -

 ( 2,249,564
)

 Income tax expense

 ( 36,777
)

 -

 2,316

 -

 ( 34,461
)

 Net loss before non-controlling interest

 ( 2,168,299
)

 ( 50,921
)

)

 -

)

 Less: non-controlling interest

 -

 -

 -

 -

 -

 Net loss after non-controlling interest

 ( 2,168,299
)

 ( 50,921
)

)

 -

)

 Equity in earnings of subsidiaries and VIEs and VIEs' subsidiaries

 ( 115,726
)

)

 -

 180,531

 -

 Net loss for the year

)

 ( 115,726
)

)

 180,531

)

 For the year ended May 31, 2024

 $

 $

 $

 $

 $

 Net revenue

 -

 556,206

 1,762,768

 ( 262
)

 2,318,712

 Total operating costs and expenses

)

 ( 571,266
)

 ( 2,320,207
)

 ( 4,452,835
)

 Loss from operations

)

 ( 15,060
)

 ( 557,439
)

 -

 ( 2,134,123
)

 Interest income

 -

 -

 Net loss before income tax

)

 ( 14,956
)

 ( 557,175
)

 -

 ( 2,133,755
)

 Income tax expense

 -

 ( 144
)

 ( 5,040
)

 -

 ( 5,184
)

 Net loss before non-controlling interest

)

 ( 15,100
)

 ( 562,215
)

 -

 ( 2,138,939
)

 Less: non-controlling interest

 -

 -

)

 -

)

 Net loss after non-controlling interest

)

 ( 15,100
)

 ( 558,950
)

 -

)

 Equity in earnings of subsidiaries and VIEs and VIEs' subsidiaries

 ( 574,050
)

 ( 558,950
)

 -

 1,133,000

 -

 Net loss for the year

)

 ( 574,050
)

 ( 558,950
)

 1,133,000

)

 F- 11

 Summary
of Consolidated Statement of Cash Flow for the year ended May 31, 2025 and 2024

OF CONSOLIDATED STATEMENTS OF CASH FLOW

 For the year ended May 31, 2025

 $

 $

 $

 $

 $

 Cash Flows (Used In)/Provided By Operating Activities

 ( 445,973
)

 1,603

 26,491

 ( 646
)

 ( 418,525
)

 Cash Flows (Used In)/Provided By Investing Activities

 -

 1,585

 ( 2,176
)

 -

 Cash Flows Provided By/(Used In) Financing Activities

 445,168

 3,255

 ( 25,251
)

 -

 423,172

 Effects On Change In Foreign Exchange Rate

 -

 2,822

 2,869

 Net Change In Cash During The Year

 ( 805
)

 5,473

 2,848

 -

 7,516

 For the year ended May 31, 2024

 $

 $

 $

 $

 $

 Cash Flows Used In Operating Activities

 ( 85,232
)

 ( 209,606
)

 ( 1,587,995
)

 1,292,795

 ( 590,038
)

 Cash Flows (Used In)/Provided By Investing Activities

 -

 ( 763
)

 1,294,574

 ( 1,299,549
)

 ( 5,738
)

 Cash Flows Provided By/(Used In) Financing Activities

 85,347

 31,328

 ( 172,670
)

 ( 17
)

 ( 56,012
)

 Effects On Change In Foreign Exchange Rate

 -

 ( 2,523
)

 ( 6,586
)

 3,967

 ( 5,142
)

 Net Change In Cash During The Year

 ( 181,564
)

 ( 472,677
)

 ( 2,804
)

 ( 656,930
)

 Variable
Interest Entities "VIE" Arrangements

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

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

 The
VIE Agreements are as follows:

 (1)
 Consulting
 Service Agreement

 (2)
 Operation Agreement

 (3)
 Agency
 Agreement

 (4)
 Pledge Agreement

 (5)
 Option
 Agreement

 F- 12

 (1)
 Consulting
 Service Agreement

to the terms of certain Consulting Service Agreement dated May 28, 2020, between SZ CXJ and HZ CXJ (the " Consulting Service
Agreement "), SZ CXJ is the exclusive consulting service provider to HZ CXJ to provide business-related software research and
development services; design, installation, and testing services; network equipment support, upgrade, maintenance, monitor, and problem-solving
services; employees technical training services; technology development and sublicensing services; public relations services; market
investigation, research, and consultation services; short to medium term marketing plan-making services; compliance consultation services;
marketing events and membership related activities organizing services; intellectual property permits; equipment and rental services;
and business-related management consulting services. Pursuant to the Consulting Service Agreement, the service fee is the remaining amount
after HZ CXJ's profit before tax in the corresponding year deducts HZ CXJ's losses, if any, in the previous year, the necessary
costs, expenses, taxes, and fees incurred in the corresponding year, and the withdraws of the statutory provident fund. HZ CXJ agreed
not to transfer its rights and obligations under the Consulting Service Agreement to any third party without prior written consent from
SZ CXJ. In addition, SZ CXJ may transfer its rights and obligations under the Consulting Service Agreement to SZ CXJ's affiliates
without HZ CXJ's consent, but SZ CXJ shall notify HZ CXJ of such transfer.

 (2)
 Operation Agreement

to the terms of certain Business Operation Agreement dated on May 28, 2020, among SZ CXJ, HZ

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

 (3)
 Agency
 Agreement

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

 (4)
 Pledge Agreement

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

 (5)
 Option
 Agreement

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

 F- 13

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

 a)
 The
 power to direct activities of HZ CXJ that most significantly impact such entity's economic
 performance, and

 b)
 The
 obligation to absorb losses of, or the right to receive benefits from, HZ CXJ that could
 potentially be significant to such entity.

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

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

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

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

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

OF VARIABLE INTEREST ENTITIES

 2025

 2024

 May 31,

 2025

 2024

 $

 $

 Current assets

 384,703

 387,577

 Non-current assets

 13,214

 70,389

 Total assets

 397,917

 457,966

 Total liabilities

 977,399

 968,819

 Net liabilities

 ( 579,482
)

 ( 510,853
)

 F- 14

 The
VIE's liabilities consisted of the following as of May 31, 2025 and 2024:

 2025

 2024

 May 31,

 2025

 2024

 $

 $

 Current liabilities

 Intercompany balances - Payable

 Account Payable

 34,571

 44,827

 Advanced received

 581,310

 607,617

 Accrued liabilities, other payables and deposits received

 349,969

 249,300

 Operating lease obligations, currents

 11,201

 55,921

 Total current liabilities

 977,399

 958,010

 Total noncurrent liabilities

 Operating lease obligations, net of current portion

 -

 Total noncurrent liabilities

 -

 Total liabilities

 977,399

 968,819

 The
operating results of the VIE were as follows:

 2025

 2024

 May 31,

 2025

 2024

 $

 $

 1,762,768

 Total operating costs and expenses

 ( 525,761
)

 ( 2,320,207
)

 Loss from operations

 ( 67,129
)

 ( 557,439
)

 Interest income & income tax expenses

 2,324

 ( 4,776

)

 Net loss before non-controlling interest

)

 ( 562,215

)

 Less: Non-controlling interest

 -

)

 Net loss for the year

)

 ( 558,950
)

 The
cash flows of VIE were as below:

 2025

 2024

 May 31,

 2025

 2024

 Cash Flows Provided By / (Used In) Operating Activities

 26,491

 ( 1,587,995
)

 Cash Flows Provided By Investing Activities

 1,585

 1,294,574

 Cash Flows Used In Financing Activities.

 ( 25,251
)

 ( 172,670
)

 Effects On Change In Foreign Exchange Rate

 ( 6,586
)

 Net Change In Cash During The Year

 2,848

 ( 472,677
)

 F- 15

 Risks
and Uncertainties

 Risks
of Operation in China

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

 Risks
in relation to the VIE structure

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

 Technology
Innovation and Commodity Risks

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

 For
the more information of risks and uncertainties, please see "Item 1A. Risk Factors".

 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, current expected credit loss, 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.

 F- 16

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

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

 Monetary
 assets and liabilities at exchange rates in effect at the end of each period

 Nonmonetary
 assets and liabilities at historical rates

 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, 2025

 May 31, 2024

 Period-end RMB: US$1 exchange rate

 7.19

 7.24

 Period-average RMB: US$1 exchange rate

 7.22

 7.21

 Exchange rate

 7.22

 7.21

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

 Cash
and cash equivalents

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

 Accounts
receivables and allowance for doubtful accounts

 Accounts
receivable is presented net of allowance for doubtful accounts. Our accounts receivable consists mainly of trade receivables derived
from selling of motor oil and auto parts with contractual payment terms. The provision for doubtful accounts reflects the current estimate
of credit losses expected to be incurred over the life of the financial asset, based on historical experience, current conditions and
reasonable forecasts of future economic conditions. Further, we evaluate the collectability of our accounts receivable and if there is
doubt that we will collect the full amount, we will record a reserve specific to that customer's receivable balance. There was
no provision for doubtful accounts as of May 31, 2025 and 2024.

 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- 17

 Property,
plant and equipment

 Property,
plant and equipment are stated at cost, less depreciation, amortization and impairments. Depreciation and amortization of property, plant
and equipment are provided using the straight-line method. The estimated useful lives for computer equipment, computer software, engineering
and test equipment and furniture and fixtures are generally three to five
years. Leasehold improvements are amortized over
the lesser of their estimated useful lives or their respective lease terms, which are generally 5 five
to ten years. Buildings are being depreciated over 25 twenty-five
years. Expenditures for major improvements and betterments are capitalized, while minor repairs and maintenance are charged to expense
as incurred. Upon the retirement or disposition of property, plant and equipment, the related cost and accumulated depreciation or amortization
are removed, and a gain or loss is recorded.

 Intangible
assets

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

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

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

 Refer
to Note 9 for additional information on intangible assets.

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.

 F- 18

represents the excess of the purchase price over the fair value of the net identifiable assets acquired in a business combination. In
accordance with FASB ASC Topic 350, "Intangibles-Goodwill and Others", goodwill

 is
subject to at least an annual assessment for impairment or more frequently if events or changes in circumstances indicate that an impairment
may exist, applying a fair-value based test. Fair value is generally determined using a discounted cash flow analysis. The goodwill are
impaired due to uncertainty of recoverability in the future. The goodwill $ 1,742,577 are fully impaired during the year ended May 31,
2025.

 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.

recognition

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

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

 Product

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

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

 Service

 We
also generate revenue from brand name management and maintenance fees. Revenue from brand name and management fees is to provide brand
name "teenage hero car" to our members. Revenue from the maintenance service to the members is recognized at
a point in time when services are provided. Revenue from the management service to the customer is recognized as the performance obligation
is satisfied over time over the contracting period.

 Sales
and distribution expenses

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

 F- 19

 General
and administrative expenses

 General
and administrative expenses consist of payroll related costs, consultancy expenses, impairment of

 goodwill, rental expenses,
office expense, travelling and entertainment expenses.

 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, 2025
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.

 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:

 F- 20

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.

income

income is defined to include all changes in equity except those resulting from investments by owners and distributions to owners. Among
other disclosures, all items that are required to be recognized under

 current
accounting standards as components of comprehensive income are required to be reported in a financial statement that is presented with
the same prominence as other financial statements. The Company's current component of other comprehensive income includes the foreign
currency translation adjustment.

 Segment
reporting

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

 Significant
risk

 a)
 VIE
 Structure Risk

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

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

the PRC's Ministry of Commerce and its National Development and Reform Commission have announced new edicts regarding the use of
VIEs for new overseas offerings, they have indicated that such new requirements will not affect the foreign ownership of companies already
listed overseas. Nonetheless, there can be no assurance that such new rules and regulations will not be applied retroactively which may

 have
a substantial negative impact on ECXJ's business and consequently on the value of ECXJ's securities.

 F- 21

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

 Neither
the Company nor its shareholders have a direct equity ownership interest in SZ CXJ VIE. The

 Company's
relationship to the VIE is defined by the VIE Agreements. Therefore, should the Chinese government disallow or limit the use of the VIE,
it could result in your shares significantly declining in value or becoming worthless.

 b)
 Liquidity
 Risk

 We
had negative cash flows from operating activities $ 418,525 and $ 590,038, accumulated deficit from recurring net losses $ 2,284,025 and
$ 2,135,674 incurred for the financial year ended May 31, 2025 and 2024. These conditions raise substantial doubt about our
ability to continue as a going concern.

 c)
 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.

 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.

 d)
 Concentration
 of risk

 credit risk

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

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

 F- 22

 Major Customers

 For
the year ended May 31, 2025, the Company has a customer that accounted for $ 48,999 or 10.68 % of total revenue. For the year ended May
31, 2024, none of the revenue from a single customer is more than 10 % of total revenue.

 Major Vendors

 A
significant amount of the purchase costs is derived from major Vendors. For the year ended May 31, 2025, the Company had two vendors
that accounted for $ 95,324 or 69 %, and $ 39,695 or 29 % of total purchase costs, respectively. For the year ended May 31, 2024, the
Company had three vendors that accounted for $ 311,130 or 49 %, $ 208,429 or 33 % and $ 77,783 or 12 % of total purchase
costs, respectively.

 e)
 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.

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.

 Recent
accounting pronouncements

 Recently
Adopted Accounting Standard Updates – ASU 2023-07, Improvement to Reportable Segment Disclosures, which requires companies
to disclose significant segment expenses provided to the chief operating decision maker ("CODM") and a description of other
segment items. Additionally, all existing annual disclosures must be provided on an interim basis. This ASU is effective for annual periods
beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. This ASU is required to
be applied retrospectively to all prior periods presented in the condensed consolidated financial statements. The Company adopted ASU
237-07 in 2025 and applied the amendment retrospectively to all periods presented in the Company's condensed consolidated financial
statements. See Note 16 Segment Information.

 F- 23

 Recently
Issued Accounting Pronouncements. - ASU 2023-09, Improvements to Income Tax Disclosures, requires improved disclosures
related to the rate reconciliation and income taxes paid. This ASU requires companies to reconcile the income tax expense
attributable to continuing operations to the U.S. statutory federal income tax rate applied to pre-tax income from continuing
operations. Additionally, this ASU requires companies to disclose the total amount of income taxes paid during the period. This ASU
is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The guidance is required to be
applied on a prospective basis with the option to apply retrospectively to all prior periods presented in the consolidated financial
statements. The Company is currently evaluating the impact to the Company's condensed consolidated financial
statements.

 ASU
2024-03, Disaggregation of Income Statement Expenses, requires disaggregated disclosures in the notes to the consolidated financial
statements of certain categories of expenses that are included in expense line items on the Consolidated Statement of Income. This ASU
is effective for annual periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027, with
early adoption permitted. The guidance is required to be applied on a prospective basis with the option to apply retrospectively to all
prior periods presented in the consolidated financial statements. The Company is currently evaluating the impact to the Company's
condensed consolidated financial statements.

 ASU
2024-04, Induced Conversions of Convertible Debt Instruments, clarifies the requirement for determining whether certain settlements
of convertible debt instruments should be accounted for as induced conversions or extinguishments. This ASU is effective for annual periods
beginning after December 15, 2025. Early adoption is permitted and can be applied either on a prospective basis or retrospective basis.
The Company is currently evaluating the impact of this ASU to the Company's condensed consolidated financial statements, however
the Company does not anticipate this guidance having a material impact to the condensed consolidated financial statements.

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

 NOTE
3 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 negative cash flow $ 418,525, reported
a net loss of $ 2,284,025 and accumulated deficit of $ 7,647,505 for the years ended May 31, 2025.

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

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

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

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

 F- 24

 NOTE
4 ACCOUNTS RECEIVABLE

 As
of May 31, 2025 and 2024, there are no allowance for expected credit loss, our accounts receivables are $ 2,972 and $ 59,286,
respectively. The accounts receivables are subjected to normal credit
term and interest free.

OF ACCOUNTS RECEIVABLE

 2025

 2024

 2025

 2024

 $

 $

 $

 Accounts Receivable

 2,972

 59,286

 ( 56,314
)

 As
compared, that is a decrease of $ 56,314. The decrement is mainly due to the nature of the debtor Hangzhou Sanyuan Cultural Creative
Co., Ltd. is changed, and reclassified the accounts receivable $ 55,633 to other receivable.

 NOTE
5 PREPAYMENTS

 As
of May 31, 2025 and 2024, prepayments are $ 37,520 and $ 325,931 respectively.

 SCHEDULE OF PREPAID EXPENSES

 2025

 2024

 2025

 2024

 $

 $

 $

 Prepayments

 37,520

 325,931

 ( 288,411
)

 Prepayments
balance $ 37,520 consist of advances to suppliers for providing goods and services. As of May 31, 2025 and 2024, the prepayments balances
are $ 37,520 and $ 325,931 respectively, as compared that is a decrease of $ 288,411. The decrement is mainly due to the U.S. Nasdaq uplisting
fee $ 248,961 is written off to general & administrative expenses, and the Company imposed the tight control
on prepayment to suppliers.

 Note
6 DEPOSITS PAID AND OTHER RECEIVABLES

 Deposit
paid and other receivable consisted of the following as of May 31, 2025 and 2024:

OF DEPOSITS AND OTHER RECEIVABLES

 2025

 2024

 2025

 2024

 $

 $

 $

 Deposits paid

 13,329

 13,195

 Other receivables

 68,683

 13,813

 54,870

 Total

 82,012

 27,008

 55,004

 Deposits
paid balance $ 13,329 is deposits paid to landlord for renting office and warehouse. Other receivables balance $ 68,683 is the advances
to staff for business conference and function, travelling expenses, office expenses and others.

 As
of May 31, 2025 and 2024, the deposit paid and other receivables balances are $ 82,012 and $ 27,008 respectively, as compared that is an
increase of $ 55,004. The increment is mainly due to the nature of the debtor Hangzhou Sanyuan Cultural Creative Co., Ltd. is changed,
and reclassified the accounts receivable $ 55,633 to other receivable, deposit paid $ 134, and offset decrease in staff advances $ 763.

 F- 25

 NOTE
7 INVENTORY, NET

 Inventory
consisting principally of product held for sale, is stated at the weighted average cost and net realizable

 value.
During the year ended May 31, 2025, the obsolete goods at value $ 3,622 was disposed. As of May 31, 2025 and 2024, the inventory consists
as of following:

OF INVENTORY NET

 2025

 2024

 2025

 2024

 $

 $

 $

 Inventory, net

 69,291

 60,587

 8,704

 NOTE
8 PROPERTY, PLANT AND EQUIPMENT

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

 Property,
plant and equipment consisted of the following:

OF PROPERTY AND EQUIPMENT

 2025

 2024

 2025

 2024

 audited

 audited

 $

 $

 Property, Plant and Equipment

 9,071

 9,071

 Less: Accumulated depreciation

 ( 6,179
)

 ( 4,003
)

 Foreign translation difference

 ( 95
)

 ( 120
)

 Total property, plant and equipment, net

 2,797

 4,948

 As
of May 31, 2025 and 2024, the depreciation expenses are $ 2,176 and $ 2,247 respectively.

 NOTE
9 INTANGIBLE ASSETS

 The
intangible assets consist of purchased patents for business operations. In October 2022, Lixin Cai increased the share capital of HZ
CXJ to $ 1,406,470 (or RMB 10,000,000) by capitalized of purchased patents.

OF INTANGIBLE ASSETS

 2025

 2024

 2025

 2024

 audited

 audited

 $

 $

 Purchased patents

 -

 1,406,470

 Less: Accumulated amortization

 -

 ( 235,175
)

 Less: Accumulated impairment of intangible assets

 -

 ( 1,155,802
)

 Foreign translation difference

 -

 ( 15,493
)

 Total purchased patents, net

 -

 -

 As
of May 31, 2025 and 2024, the amortization of intangible assets amounted to $ 0 and 138,696 respectively. The intangible assets are impaired
due to no projected undiscounted cash flow in future. The intangible assets are fully impaired
during the year ended May 31, 2024. For the year ended May 31, 2025 and 2024, the impairment of intangible
assets amounted to $0 and $1,155,802 respectively.

 F- 26

 NOTE
10 BUSINESS COMBINATION AND GOODWILL

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

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

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

 SCHEDULE 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

 Operating lease right-of-use assets

 189,604

 Total assets

 3,089,684

 $

 Account Payables

 ( 156,955
)

 Advanced 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
)

 Operating lease liabilities, net of current portion

 ( 80,882
)

 Operating lease liabilities, non current portion

 ( 111,779
)

 Total liabilities

 ( 3,758,246
)

 Net tangible liabilities

 ( 668,562
)

 4,763,015

 Total purchase price

 4,094,453

 $

 Consideration in form of shares

 4,094,453

 Total consideration

 4,094,453

is tested for impairment annually as of the first day of fiscal May or more frequently when events or changes in circumstances indicate
that impairment may have occurred. The Company performed its fourth quarter 2024 annual goodwill impairment test using a quantitative
assessment for its HZ CXJ reporting unit. The quantitative assessment for HZ CXJ reporting unit indicated that its carrying amount exceeded
its fair value, and resulted the fully impairment of $ 1,742,577 in the fourth quarter of 2025. This non-cash impairment charge is presented
within the General & Administrative Expenses line for 2025 in the accompanying Consolidated Statements of Operations. As at May 31,
2025, the goodwill balance is $ 0.

 F- 27

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

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

 and
their timing. These changes in critical assumptions related to the reporting unit resulted in a reduction in its estimated fair value.

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

 The
goodwill value $ 4,763,015 was recognised on the acquisition. The impairment loss on goodwill of $ 1,742,577 and $ 1,049,984,
were recognized during the year ended May 31, 2025 and 2024 respectively. As of May 31, 2025, the balance of goodwill is $ 0.

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

 Key
assumptions in the quantitative assessment included:

 (i)
Discount rate: 16 %

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

 (iii)
Terminal growth rate: 2 %

 (iv)
Inflation rate: 2 %

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

 The
summary of impairment loss on goodwill is as below:

 SCHEDULE OF IMPAIRED LOSS ON GOODWILL

 $

 Goodwill as of May 31, 2020

 4,763,015

 Impaired goodwill written off - May 31, 2021

 ( 322,972
)

 Goodwill as of May 31, 2021

 4,440,043

 Impaired goodwill written off - May 31, 2022

 ( 1,006,432
)

 Goodwill as of May 31, 2022

 3,433,611

 Impaired goodwill written off - May 31, 2023

 ( 641,050
)

 Goodwill as of May 31, 2023

 2,792,561

 Impaired goodwill written off - May 31, 2024

 ( 1,049,984
)

 Goodwill as of May 31, 2024

 1,742,577

 Impaired goodwill written off - May 31, 2025

 ( 1,742,577
)

 Goodwill as of May 31, 2025

 -

 F- 28

 Disposal
of subsidiary

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

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

 SCHEDULE OF PURCHASE PRICE ALLOCATED ON ACQUISITION

 As of
 August 1, 2023

 $

 Cash at banks and in hand

 2,804

 Trade receivables

 5,086

 Inventory on hand

 43,907

 Prepayments, other receivables and deposits

 28,993

 Operating lease right-of-use assets

 4,135

 Total assets

 84,925

 $

 Account Payables

 ( 10,589
)

 Accrued liabilities, other payables and deposits received

 ( 15,656
)

 Due to a related company

 ( 11,157
)

 Operating lease liabilities, net of current portion

 ( 4,135
)

 Total liabilities

 ( 41,537
)

 Net tangible assets

 43,388

 Share of 49% of non-controlling interest

 21,260

 51% of equity interest

 22,128

 Other comprehensive income

 3,101

 Loss on disposal

 25,229

 Total purchase price

 -

 The
loss on disposal $ 25,229 was recognised on the disposal during the year ended May 31, 2024.

 NOTE
11 ACCOUNTS PAYABLE

 Account
payable is in normal trade term and interest free. Accounts payable consists of the following:

 SCHEDULE OF ACCOUNTS PAYABLE

 2025

 2024

 2025

 2024

 $

 $

 $

 Accounts Payable

 68,524

 78,545

 ( 10,021
)

 The
account payable balance of $ 68,524 includes payable to vendors for motor oil and auto parts.

 F- 29

 NOTE
12 ADVANCED RECEIVED

 SCHEDULE OF ADVANCE RECEIVED

 2025

 2024

 2025

 2024

 $

 $

 $

 Advanced Received

 595,108

 607,617

 ( 12,509
)

 Advanced
received balance $ 595,108 consists of advances from customer for brand name management fees and providing of goods and services.

 As
of May 31, 2025 and 2024, the advanced received balances are $ 595,108 and 607,617 respectively, as compared that is a decrease of $ 12,509.
The decrement is mainly due to decrease in advanced received of brand name management fee $ 40,789 and increase in goods and services
$ 28,280. The breakdown as below:

OF BREAKDOWN OF ADVANCE RECEIVED

 Description

 2025

 $

 2024

 $

 Decrease
$

 Remark

 Brand name management fees

 169,763

 210,552

 ( 40,789
)

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

 Sales of goods and services

 425,345

 397,065

 28,280

 Delivery the goods and services as requested by customers.

 Total

 595,108

 607,617

 ( 12,509
)

 NOTE
13 ACCRUED EXPENSES AND OTHER PAYABLE

 SCHEDULE OF ACCRUED EXPENSES AND OTHER PAYABLE

 2025

 2024

 2025

 2024

 $

 $

 $

 Accrued Expenses

 626,573

 531,071

 95,502

 Deposit Received

 67,455

 66,989

 Other Payable

 114,756

 340,038

 ( 225,282
)

 Total

 808,784

 938,098

 ( 129,314
)

 Accrued
expenses balance $ 626,573 consists payroll related costs, legal fee, audit fee and VAT payable. Deposit received balance $ 67,455 is the
warranty for usage of brand name. Other payable balance $ 114,756 includes the provision $ 83,448 for business dispute with a customer
in the year 2020, short term borrowing from third party $ 22,963 and others $ 8,345

 As
of May 31, 2025 and 2024, the accrued expenses and other payable balances are $ 808,784 and $ 938,098 respectively, as compared that is
a decrease of $ 129,314. The decrement is mainly due to decrease in other payable $ 225,282 of short term borrowing from third party, offset
increase in accrued expenses $ 95,502 of payroll related costs and deposit received $ 466.

 F- 30

 NOTE
14 RELATED PARTY TRANSACTIONS

 Amounts
due from and due to related parties as of May 31, 2025 and 2024 are as follows:

 SCHEDULE OF RELATED PARTY TRANSACTION

 Amounts Due From Related Parties

 Name of Related Parties

 Relationship with the Company

 2025

 2024

 $

 $

 New Charles Technology Group Limited

 Controlled by Lixin Cai

 Hangzhou Xieli Internet Technology Co., Ltd

 Controlled by Cuiyao Luo

 82,171

 59,669

 Total

 82,471

 59,969

 As
of May 31, 2025, the Company paid expenses $ 300 on behalf of New Charles Technology Group Limited and advanced a short term loan $ 82,171
to Hangzhou Xielie Internet Technology Co., Limited to pay administrative expenses, which is unsecured, interest-free and repayable on
demand.

 Amounts Due To Related Parties

 Name of Related Parties

 Relationship with the Company

 2025

 2024

 $

 $

 Cuiyao Luo

 CFO & major shareholder

 359,662

 284,222

 Rudong Shi

 Director

 9,597

 9,530

 Total

 369,259

 293,752

 As
of May 31, 2025, Cuiyao Luo and Rudong Shi advanced $ 369,259 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.

Transaction With Related Parties

 As
of May 31, 2025 and 2024, minority shareholders have business transactions with the company, below are the detail:

OF BUSINESS TRANSACTION WITH RELATED PARTIES

 Name of Related Parties

 Relationship with the Company

 Nature of

 As of

 May 31, 2025
$

 As of

May 31, 2024
$

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

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

 46,821

 22,898

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

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

 48,999

 -

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

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

 43,555

 -

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

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

 56,704

 26,169

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

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

 4,965

 50,521

 (1)
 The
 original contract value is $ 96,953 or RMB 700,000, consist of three contracts and contract term is one year. The contract
periods are (a) Contract value RMB100,000, from May 2023 to May 2024; (b) Contract value RMB100,000, from August 2023 to August 2024 and
(c) Contract value RMB500,000, from September 2024 to September 2025.

 (2)
 The
 original contract value is $ 69,252 or RMB 500,000, the contract term is one year. The contract period is from August
2024 to August 2025.

 (3)
 The
 original contract value is $ 69,252 or RMB 500,000, the contract term is one year. The contract period is from September
2024 to September 2025.

 (4)
 The
 original contract value is $ 83,102 or RMB 600,000, consist of two contracts and contract term is one year. The contract
periods are (a) Contract value RMB500,000, from September 2024 to September 2025 and (b) Contract value RMB100,000, from September 2023
to September 2024;

 (5)
 The
 original contract value is $ 60,665 or RMB 438,000, consist of three contract and contract term is from one year to
three years. The contract periods are (a) Contract value RMB100,000, from June 2021 to June 2024; (b) Contact value RMB300,000, from May
2023 to May 2024 and (c) Contract value RMB38,000, form March 2024 to March 2025.

 F- 31

 NOTE
15 OPERATING LEASES

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

 The
following table provides a summary of leases as of May 31, 2025 and May 31, 2024:

 SUMMARY OF OPERATING LEASES ASSETS AND LIABILITIES

 Assets/liabilities

 Classification

 May 31, 2025
 $

 May 31, 2024
 $

 Assets

 Operating lease right-of-use assets

 Operating lease assets

 13,075

 72,178

 Liabilities

 Current

 Operating lease liability - current

 Current operating lease liabilities

 13,611

 61,640

 Long-term

 Operating lease liability – net of current portion

 Long-term operating lease liabilities

 -

 Total lease liabilities

 13,611

 72,449

 The
operating lease expense for the year ended May 31, 2025 and 2024 were as follows:

 SCHEDULE OF OPERATING LEASE EXPENSE

 Lease cost

 Classification

 2025

 2024

 $

 $

 Operating lease cost

 General and administrative Expenses

 77,837

 71,909

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

 SCHEDULE OF MATURITIES OF OPERATING LEASE LIABILITIES

 Maturity of Lease Liabilities

 Leases

 $

 Remaining of 2026

 13,707

 2027

 -

 2028

 -

 2028

 -

 Thereafter

 -

 Total lease payments

 13,707

 Less: interest

 ( 96
)

 Present value of lease payments

 13,611

 F- 32

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

 Maturity
 of Lease Liabilities

 Leases

 $

 2025

 63,675

 Year one

 63,675

 2026

 10,881

 Year two

 10,881

 2027

 -

 Year three

 -

 2028

 -

 Year four

 -

 Thereafter

 -

 Total
 lease payments

 74,556

 Less:
 interest

 ( 2,107

)

 Present
 value of lease payments

 72,449

 Supplemental
information related to operating leases was as follows:

 SCHEDULE OF SUPPLEMENTAL INFORMATION

 2025

 2024

 $

 $

 Cash paid for amounts included in the measurement of lease liabilities

 73,690

 68,275

 New operating lease assets obtained in exchange for operating lease liabilities

 17,463

 113,827

 Weighted average remaining lease term

 0.29 year

 1.2 years

 Weighted average discount rate

 4.75
 %

 4.75
 %

 For
the year ended May 31, 2025 and 2024, the amortization of the operating lease right of use assets are $ 75,432 and $ 67,997
respectively.

 NOTE
16 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.

 F- 33

 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, 2025 and 2024, 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.

 The
components of the income tax provision are as follows:

OF COMPONENTS OF INCOME TAX PROVISION

 2025

 2024

 2025

 2024

 $

 $

 Current

 - United States of America

 -

 -

 - British Virgin Islands

 -

 -

 - Hong Kong

 -

 -

 - The PRC

 1,448

 5,184

 Current Income Tax Provision

 1,448

 5,184

 Deferred

 - United States of America

 36,777

 -

 - British Virgin Islands

 -

 -

 - Hong Kong

 -

 -

 - The PRC

 -

 -

 Deferred Income Tax Provision

 36,777

 -

 Tax Refund - The PRC

 ( 3,764
)

 -

 Total

 34,461

 5,184

 F- 34

 NOTE
17 SEGMENT INFORMATION

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

 Currently,
the Company has three reportable business segments:

 (1)
 Brand
 Name Management Fees and Services, mainly provided brand name "Chejiangling/Teenage
 Hero Car" to the customers. Customers are authorized to operate their workshop under
 the brand name of "Chejiangling/Teenage Hero Car".

 (2)
 Motor
 Oil and Auto Parts, mainly provided motor oil products and spare parts to the customers.

 (3)
 Exhaust
 Gas Cleaner and Other, mainly provided exhaust gas cleaner products to the customers.

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

OF DISAGGREGATION OF REVENUE

 Brand Name Management Fees and Services Segment

 Motor Oil & Auto Parts Segment

 Exhaust Gas Cleaner and Others Segment

 Total

 For The Year Ended May 31, 2025

 Brand Name Management Fees and Services Segment

 Motor Oil & Auto Parts Segment

 Exhaust Gas Cleaner and Others Segment

 Total

 $

 $

 $

 $

 Brand Name Management Fees and Services

 314,728

 -

 -

 314,728

 Motor Oil & Auto Parts

 -

 143,594

 -

 143,594

 Exhaust Gas Cleaners and Others

 -

 -

 Total Revenue

 314,728

 143,594

 Cost of Goods Sold

 Brand Name Management Fees and Services

 -

 -

 -

 -

 Motor Oil & Auto Parts

 -

 ( 84,864
)

 -

 ( 84,864
)

 Exhaust Gas Cleaners and Others

 -

 -

 ( 1,111
)

 ( 1,111
)

 Total Cost of Goods Sold

 -

 ( 84,864
)

 ( 1,111
)

 ( 85,975
)

 Gross Profit

 314,728

 58,730

 ( 801
)

 372,657

 Other Expenses

 ( 349
)

 ( 159
)

 -

 ( 508
)

 Operating Expenses

 Selling and Distribution

 ( 134,018
)

 ( 61,145
)

 ( 132
)

 ( 195,295
)

 General and Administrative

 ( 1,665,093
)

 ( 759,695
)

 ( 1,640
)

 ( 2,426,428
)

 Total Operating Expenses

 ( 1,799,111
)

 ( 820,840
)

 ( 1,772
)

 ( 2,621,723
)

 Segment Loss from Operation

 ( 1,484,732
)

 ( 762,269
)

 ( 2,573
)

 ( 2,249,574
)

 F- 35

 Brand Name Management Fees and Services Segment

 Motor Oil & Auto Parts Segment

 Exhaust Gas Cleaner and Others Segment

 Total

 For The Year Ended May 31, 2024

 Brand Name Management Fees and Services Segment

 Motor Oil & Auto Parts Segment

 Exhaust Gas Cleaner and Others Segment

 Total

 $

 $

 $

 $

 Brand Name Management Fees and Services

 1,321,942

 -

 -

 1,321,942

 Motor Oil & Auto Parts

 -

 436,074

 -

 436,074

 Exhaust Gas Cleaners and Others

 -

 -

 560,696

 560,696

 Total Revenue

 1,321,942

 436,074

 560,696

 2,318,712

 Cost of Goods Sold

 Brand Name Management Fees and Services

 -

 -

 -

 -

 Motor Oil & Auto Parts

 -

 ( 265,158
)

 -

 ( 265,158
)

 Exhaust Gas Cleaners and Others

 -

 -

 ( 407,479
)

 ( 407,479
)

 Total Cost of Goods Sold

 -

 ( 265,158
)

 ( 407,479
)

 ( 672,637
)

 Gross Profit

 1,321,942

 170,916

 153,217

 1,646,075

 Other Income

 6,417

 2,117

 2,721

 11,255

 Operating Expenses

 Selling and Distribution

 ( 268,380
)

 ( 88,531
)

 ( 113,832
)

 ( 470,743
)

 General and Administrative

 ( 1,893,200
)

 ( 624,517
)

 ( 802,993
)

 ( 3,320,710
)

 Total Operating Expenses

 ( 2,161,580
)

 ( 713,048
)

 ( 916,825
)

 ( 3,791,453
)

 Segment Loss from Operation

 ( 833,221
)

 ( 540,015
)

 ( 760,887
)

 ( 2,134,123
)

 NOTE
18 SHAREHOLDER EQUITY

 The
Company has authorized 490,000,000 common shares, par value $ 0.001. Each common share entitles the holder to one vote, in person or proxy,
on any matter on which action of the stockholders of the corporation is sought. As of May 31, 2025 and 2024, there were 102,270,517 and
 101,710,517, respectively, common shares issued and outstanding.

 During
the year ended May 31, 2025, the following shares of common stock were issued:

 On
 September 1, 2024, the Company issued 160,000 common shares to Zhongxin Lei at shares value
 $ 105,128 and issued 200,000 common shares to Shiguo Wang at share value $ 135,000.

 On
 September 2, 2024, the Company issued 200,000 common shares to Shiguo Wang at share value
 $ 129,600.

 NOTE
19 RISK OF CONCENTRATION

 (a)
Major Customers

 For
the year ended May 31, 2025 there was a customer who accounted 10.68 % of total revenue, and there was no customers who
accounted for 10 % or more of the Company's total revenue for the year ended May 31, 2024.

 F- 36

 (b)
Major Suppliers

 For
the year ended May 31, 2025 and 2024, the vendors who accounted for 10 % or more of the Company's total purchase are presented as
follows:

 SCHEDULE OF MAJOR SUPPLIERS

 For The Year Ended May 31,

 For The Year Ended May 31,

 2025

 2024

 2025

 2024

 $

 $

 %

 %

 Foshanshi Yuansheng Blue Sea Automobile Technology Service Co., Ltd

 95,324

 208,429

 %

 %

 Guangzhou Kangtu Ecological Technology Co., Ltd.

 39,695

 -

 %

 -

 Hubei Shuqi New Technology Co., Ltd

 -

 311,130

 -

 %

 Bingzhou Yunfei New Energy Co., Ltd

 -

 77,783

 -

 %

 Total

 135,019

 597,342

 %

 %

 NOTE
20 SUBSEQUENT EVENTS

 In
accordance with ASC 855-10, the Company has analyzed its operations subsequent to the May 31, 2025 to the date these financial statements
were issued and has determined that there is no other matter or circumstance arisen since May 31 2025, which has significantly affected
the operations of the Company, the results of those operations, or the state of affairs of the Company in subsequent financial years.

 F- 37