UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(MARK ONE)
For
the quarter ended
For the transition period from to
Commission file number:
(Exact Name of Registrant as Specified in Its Charter)
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(State or other jurisdiction of
incorporation or organization) |
(I.R.S. Employer
Identification No.) |
No. 109, Xiunan Street, Xinxiu Subdistrict,
People’s Republic of
(Address of principal executive offices)
(Issuer’s telephone number)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
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Indicate
by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405
of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required
to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
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☒ | Smaller reporting company |
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| Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐
No
As
of August
13, 2025, there were
PONY GROUP INC.
FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2025
TABLE OF CONTENTS
i
PART I - FINANCIAL INFORMATION
Item 1. Interim Financial Statements.
PONY GROUP INC., AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
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June 30,
2025 |
December 31,
2024 |
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| Assets | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ |
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$ |
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| Accounts receivable |
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| Other receivables |
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| Total current assets |
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| Total assets | $ |
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$ |
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| Liabilities and Stockholders’ Equity | ||||||||
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| Deferred revenue | $ |
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| Accounts payable |
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| Other payable-related parties |
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Common stock, $
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| Additional paid-in capital |
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| Accumulated other comprehensive income |
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| Accumulated deficit |
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| Total stockholders’ equity |
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| Total liabilities and stockholders’ equity | $ |
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$ |
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The accompanying notes are integral to these unaudited condensed consolidated financial statements.
1
PONY GROUP INC., AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
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For The Three Months Ended
June 30, |
For The Six Months Ended
June 30, |
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| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenue | $ |
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| Gross profit |
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| Operating expenses | ||||||||||||||||
| General & administrative expenses |
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| Total operating expenses |
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| Loss from operation |
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| Other (expense) income | ||||||||||||||||
| Other (expense) income |
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| Total other (expense) income |
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| Loss before income taxes |
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| Provision for income tax | ||||||||||||||||
| Net Loss | $ |
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| Other Comprehensive Income |
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| Comprehensive loss |
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| Basic and diluted loss per share of common stock |
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| Weighted average number of shares outstanding |
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The accompanying notes are integral to these unaudited condensed consolidated financial statements.
2
PONY GROUP INC., AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CHANGE IN STOCKHOLDERS’ EQUITY
(Unaudited)
For the Three and Six Months Ended June 30, 2025
| Common stock |
Additional
Paid-In |
Accumulated
Other Comprehensive Income |
Accumulated | |||||||||||||||||||||
| Shares | Amount | Capital | (Loss) | Deficit | Total | |||||||||||||||||||
| Balance as of December 31, 2024 |
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$ |
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$ |
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$ |
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$ |
(
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(
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| Cumulative Foreign currency translation adjustment | - |
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| Net Loss | - |
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| Balance as of March 31, 2025 |
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| Cumulative Foreign currency translation adjustment | - |
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| Net Loss | - |
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| Balance as of June 30, 2025 |
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$ |
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$ |
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$ |
(
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| For the Three and Six Months Ended June 30, 2024 | ||||||||||||||||||||||||
| Common stock |
Additional
Paid-In |
Accumulated
Other Comprehensive Income |
Accumulated | |||||||||||||||||||||
| Shares | Amount | Capital | (Loss) | Deficit | Total | |||||||||||||||||||
| Balance as of December 31, 2023 |
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$ |
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$ |
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$ |
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$ |
(
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| Cumulative Foreign currency translation adjustment | - |
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| Net Loss | - |
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| Balance as of March 31, 2024 |
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| Cumulative Foreign currency translation adjustment | - |
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| Net Loss | - |
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| Balance as of June 30, 2024 |
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$ |
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$ |
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$ |
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The accompanying notes are integral to these unaudited condensed consolidated financial statements.
3
PONY GROUP INC., AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
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For The Six Months Ended
June 30, |
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| 2025 | 2024 | |||||||
| Cash flow from operating activities: | ||||||||
| Net Loss | $ |
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| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable |
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| Other receivable |
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| Deferred revenue |
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| Accounts payable |
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| Other liabilities |
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| Cash used in operating activities |
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| Cash flow from financing activities: | ||||||||
| Advance from related party |
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| Cash provided by financing activities |
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| Effects of currency translation on cash |
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| Net increase (decrease) in cash |
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| Cash at beginning of the period |
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| Cash at end of period | $ |
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$ |
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The accompanying notes are integral to these unaudited condensed consolidated financial statements.
4
PONY GROUP INC., AND SUBSIDIARIES
NOTES FOR THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - ORGANIZATION AND PRINCIPAL ACTIVITIES
Organization and Operations
PONY
GROUP INC, (the “Company” or “PONY”) was incorporated on
On
March 7, 2019, the Company entered into and a stock purchase agreement with Wenxian Fan, the sole owner of PONY LIMOUSINE SERVICES LIMITED
(“Pony HK”), a limited liability company formed under the laws of Hong Kong on April 28, 2016, to acquire
On February 2, 2019, Universe Travel Culture & Technology Ltd. (“Universe Travel”) was incorporated as a wholly-owned PRC subsidiary of Pony HK.
NOTE 2 - Basis of presentation and summary of significant accounting policies
Basis of Accounting and Presentation - The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
Use of Estimates - The preparation of the accompanying unaudited condensed financial statements in conformity with accounting principles generally accepted in the United States requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period.
Leases- On March 31, 2022, the Company adopted ASU 2016-02, Leases (Topic 842). For all leases that were entered into prior to the effective date of Topic 842, the Company elected to apply the package of practical expedients. Based on this guidance the Company did not reassess the following: (1) whether any expired or existing contracts are or contain leases; (2) the lease classification for any expired or existing leases; and (3) initial direct costs for any existing leases. The adoption of Topic 842 did not have a material impact on the Company’s consolidated statements of operations and comprehensive income (loss).
Principles of Consolidation-
The
accompanying unaudited condensed financial statements include the financial statements of PONY GROUP INC and its subsidiaries.
| Company |
Date of
establishment |
Place of
establishment |
Percentage of
legal ownership by PONY |
Principal activities | ||||||
| Subsidiaries: | ||||||||||
| Pony HK |
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% |
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| Universe Travel |
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% |
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Cash
and Cash Equivalents
– For purpose of the statements of cash flows, the Company considers all highly liquid debt instruments
purchased with a maturity of
Accounts Receivable – The customers are required to make payments when they book the services, otherwise, the services will not be arranged. Sometimes, the Company extends credit to its group clients.
5
As
of June 30
, 2025 and December 31, 2024, account receivables were
and $
The
Company had four major customers for the
six months ended June 30, 2025 and they accounted for the following respective percentage
of the Company’s revenue for the corresponding period: Benfu Development., Ltd for
The
Company had two major customers for the
six months ended June 30, 2024 and they accounted for the following respective percentage
of the Company’s revenue for the corresponding period: XAARPLC (Shenzhen) Technology., Ltd for
The Company determines the adequacy of reserves for doubtful accounts based on individual account analysis and historical collections. The Company establishes a provision for doubtful receivables when there is objective evidence that the Company may not be able to collect amounts due. The allowance is based on management’s best estimates of specific losses on individual exposures, as well as a provision on historical trends of collections. The provision is recorded against accounts receivable balances, with a corresponding charge recorded in the consolidated statements of operations and comprehensive income (loss). Actual amounts received may di ffer from management’s estimate of credit worthiness and the economic environment. Delinquent account balances are written-off against the allowance for doubtful accounts after management has determined that the likelihood of collection is not probable.
Revenue Recognition – The Company recognizes revenue in accordance with ASC 606. The core principle of ASC606 is to recognize revenue when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. ASC 606 defines a five-step process to achieve this core principle, which includes: (1) identifying contracts with customers, (2) identifying performance obligations within those contracts, (3) determining the transaction price, (4) allocating the transaction price to the performance obligation in the contract, which may include an estimate of variable consideration, and (5) recognizing revenue when or as each performance obligation is satisfied. Our sales arrangements generally ask customers to pay in advance before any services can be arranged. The Company recognizes revenue when each performance obligation is satisfied. Documents and terms and the completion of any customer acceptance requirements, when applicable, are used to verify services rendered. The Company has no returns or sales discounts and allowances because services rendered and accepted by customers are normally not returnable.
Car service
The Company currently provides car services to individual and group travelers. It currently offers carpooling, airport pick-up and drop-off, and personal driver services for travelers between Guangdong Province and Hong Kong. It collaborates with car fleet companies and charges a service fee by matching the traveler and the driver. Redefining the user experience, the Company aims to provide its users with comprehensive and convenient service offerings and to become a one-stop travel booking resource for travelers. When the traveler selects and initiates a car service request, an estimated service fee is displayed and the traveler can further decide whether to place the service request or not. Once the traveler places the ride service request and the Company accepts the service request, a car service agreement is entered into between the traveler and the Company. Upon completion of the car services, the Company recognizes ride hailing services revenues on a gross basis.
Technological development and operation service
Revenues from technological development service, including information technology system design and cloud platform development, are recognized monthly by a fixed amount based on the contract.
From time to time, the Company enters into arrangements to provide technological support and maintenance service applications to its customers. The Company’s efforts are expended evenly throughout the service period. The revenues for the technological support and maintenance services are recognized over the support and maintenance services period, usually from 3 months to one year. The Company’s contracts have a single performance obligation and are primarily on a fixed-price basis. There were no significant returns, refund and other similar obligations during each reporting period.
6
Cost of revenue – For car services, cost of revenue, which is directly related to revenue generating transactions, primarily consists of driver earnings and driver incentives. For technological development and operation service, cost of revenue includes the salaries of the development department and the service fee paid to third party.
Income Taxes
–
Income tax expense represents current tax expense. The income tax payable represents the amounts expected to be paid to the taxation authority.
Hong Kong profits tax has been provided at the rate of
Value added tax (“VAT”)
– Sales revenue derived from the invoiced car service and technological development and operation service is subject to VAT. Prior
to that, due to the fact that Universe Travel was a small and micro enterprise, the Company was subject to a fixed rate of business tax
of
Foreign Currency Translation – Pony HK’s functional currency is the Hong Kong Dollar (HK$) and Universe Travel’s functional currency is the Renminbi (RMB). The reporting currency is that of the US Dollar. Assets, liabilities and equity amounts are translated at the exchange rates as of the balance sheet date. Income and expenditures are translated at the average exchange rate of the year.
The exchange rates used to translate amounts in HK$ and RMB into USD for the purposes of preparing the financial statements were as follows:
| June 30, 2025 | ||||
| Balance sheet |
HK$
|
RMB
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| Statement of operation and other comprehensive income |
HK$
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RMB
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| December 31, 2024 | ||||
| Balance sheet |
HK$
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RMB
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| June 30, 2024 | ||||
| Statement of operation and other comprehensive income |
HK$
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RMB
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Recent accounting pronouncements
The Company does not believe that any recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the unaudited condensed financial position, statements of operations and cash flows.
NOTE 3 - GOING CONCERN
The
Company had
net loss of $
The
Company has accumulated deficit of $
The accompanying financial statements have been prepared assuming the Company will continue as a going concern; however, the above condition raises substantial doubt about the Company’s ability to do so. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern.
In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plans to obtain such resources for the Company include (1) obtaining capital from the sale of its equity securities, (2) sales of the Company’s products, (3) short-term and long-term borrowings from banks, and (4) short-term borrowings from stockholders or other related party (ies) when needed. However, management cannot provide any assurance that the Company will be successful in accomplishing any of its plans.
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually to secure other sources of financing and attain profitable operations.
7
NOTE 4 - RELATED PARTY TRANSACTIONS
Wenxian Fan is the founder of our Company and has been serving as our Chairman of the Board of Directors, Chief Executive Officer and Chief Financial Officer since its inception. Wenxian Fan loaned working capital to Pony HK and Universe Travel with no interest and paid on behalf of the company for certain subcontracted services and employee salaries.
The Company has the following payables to Ms. Wenxian Fan:
|
March 31,
2025 |
December 31,
2024 |
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| To Wenxian Fan | $ |
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$ |
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| Total due to related parties | $ |
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$ |
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NOTE 5 - MAJOR SUPPLIERS AND CUSTOMERS
The
Company purchased majority of its subcontracted services from two
major supplier and they accounted for the following percentage
of the Company’s costs for the six months ended June 30, 2025: Shenzhen Yuegang Liantong Car Service., Ltd, for
The
Company purchased majority of its subcontracted services from four major suppliers: Shenzhen Yuegang Liantong Car Service., Ltd,
Changying Business Limited, Shenzhen Zhuorui Car Service., Ltd, Shenzhen Wanjin Yuegang Car Service., Ltd, and, representing
The
Company
had four major customers for the six months ended June 30, 2025 and they accounted for the following respective percentage
of the Company’s revenue for the corresponding period: Benfu Development., Ltd for
The
Company had two major customers for the six months ended
June 30, 2024: XAARPLC (Shenzhen) Technology., Ltd and MILES LIMITED
which accounted for respectively for
NOTE 6 - COMMON STOCK
As
of June 30
, 2025 and December 31, 2024, there were
NOTE 7 - COMMITMENTS AND CONTINGENCIES
Legal proceedings
From time to time, we may in the future become a party to various legal or administrative proceedings arising in the ordinary course of our business, including actions with respect to intellectual property infringement, violation of third-party licenses or other rights, breach of contract and labor and employment claims. We are currently not a party to, and we are not aware of any threat of, any legal or administrative proceedings that, in the opinion of our management, are likely to have any material and adverse effect on our business, financial condition, cash-flow or results of operations.
NOTE 8 - SUBSEQUENT EVENTS
Management has evaluated subsequent events through August 13, 2025, the date which the financial statements were available to be issued. All subsequent events requiring recognition as of June 30, 2025 have been incorporated into these financial statements and there are no subsequent events that require disclosure in accordance with FASB ASC Topic 855, “Subsequent Events.”
8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our results of operations and financial condition should be read together with our consolidated financial statements and the notes thereto and other financial information, which are included elsewhere in this Report. Our financial statements have been prepared in accordance with U.S. GAAP. In addition, our financial statements and the financial information included in this Report reflect our organizational transactions and have been prepared as if our current corporate s tructure had been in place throughout the relevant periods.
Overview
We were incorporated in the State of Delaware on January 7, 2019. We are a travel service provider that provides car services to individual and group travelers. We currently offer carpooling, airport pick-up and drop-off, and personal driver services for travelers between Guangdong Province and Hong Kong. We collaborate with car fleet companies and charge a service fee by matching the traveler and the driver. We officially launched our online service through our “Let’s Go” mobile application in December 2019 to provide multi-language services to international travelers coming to visit China. Redefining the user experience, we aim to provide our users with comprehensive and convenient service offerings and become a one-stop travel booking resource for travelers. While network scale is important, we recognize that transportation happens locally. We currently operate in two markets – Guangdong Province and Hong Kong and we plan to expand our offering in more oversea markets.
Plan of Operations
In January 2019, we started our Research and Development (“R&D”) project mobile Let’s Go App (“App”) designed to have multi-language interface to attract users from around the world, focusing on providing one-stop travel services to foreigners traveling in China, for both leisure and business.
In April 2019, we rolled out basic version which supports carpooling, car rental, airport pick-up and/or drop-off, etc., ready for download at Apple App store; the basic version has an interface in Chinese language only. In May 2019, we rolled out the second version which has an enhanced interface in both Chinese and English language which supports payment through PayPal. By the end of 2019, we rolled out third version of the App which has multi-language interface to attract users from all-over the world. In January 2020, we officially launched the App.
We intend to attract users from outside of China to use our App and expand our offerings on the App to serve as a one-stop shop to book tickets, reserve hotels, rent a car and hire English speaking drivers.
Our goal is to grow to an international player in the travel service market. To accomplish such goal, we will cooperate with other businesses which have capital, marketing and technology resources or products. We expect to recruit more workforce and talent to develop new technologies and products.
Results of Operations
For the three and six months ended June 30, 2025 compared to the same periods ended June 30, 2024
Revenue
For the three months ended June 30, 202 5 and 2024 revenues were $44,558 and $24,268, respectively, with an increase of $20,290 over the same period in 2024. The increase was due to a new client, Benfu Development, Ltd., introduced to Pony HK which contributed $15,401 in revenue for the three months ended June 30, 2025.
For the six months ended June 30, 202 5 and 2024, revenues were $74,823 and $36,153 respectively, with an increase of $38,670 over the same period in 2024. The increase in revenue was attributable to several new clients introduced to Pony HK, which includes Benfu Development., Ltd contributing $15,401 in revenue and two individual person contributing $25,668 in revenue during the six months ended June 30, 2025. As a result, the Company’s revenue increased compared with the same period last year.
9
Cost of Revenue
Cost of Revenue for the three months ended June 30, 202 5 and 2024 were $28,061 and $13,313, respectively, with an increase of $14,748 over the same period in 2024. The increase was mainly due to the increase of revenue which resulted in a decrease in cost of revenue accordingly.
Cost of Revenue for the six months ended June 30, 202 5 and 2024 were $46,705 and $21,081, respectively, with an increase of $25,624 over the same period in 2024. The increase was mainly due to the increase of revenue which resulted in an increase in cost of revenue accordingly.
Gross Profit
Gross profits were $16, 497 and $10,955 for the three months ended June 30, 2025 and 2024. The gross profit margin as a percentage of sales were 37.0% and 45.1% for the three months ended June 30, 2025 and 2024, respectively. The decrease of gross profit margin for the three months ended June 30, 2025 compared to the same period in 2024 was due to the fact that we offered greater competitive pricing to obtain new clients for our car services which resulted in a decrease in gross margins for the three months ended June 30, 2025.
Gross profits were $ 28,118 and $15,072 for the six months ended June 30, 2025 and 2024, respectively. The gross profit margin as a percentage of sales for the six months ending June 30, 2025 and 2024 were 37.6% and 41.7%, respectively. The decrease of gross profit margin for the six months ended June 30, 2025 compared to the same period of 2024 was due to the fact that we offered greater competitive pricing to obtain new clients for our car services which resulted in a decrease in gross margins for the six months ended June 30, 2025.
Operating Expenses
Operating expenses for the three months ended June 30, 202 5 and 2024 were $54,525 and $38,868, respectively, for an increase of $15,657. The increase of operating expenses was mainly due to increase in salary payments for new employees hired by Pony HK in March 2025 and salary payments to Ms. Wenxian Fan, which resulted an increase in G&A expenses compared to the prior period.
Operating expenses for the six months ended June 30, 202 5 and 2024 were $115,512 and $99,596, respectively, an increase of $15,916 from the same period in 2024. The increase of operating expenses was mainly due to increase in salary payments for new employees hired by Pony HK in March 2025 and salary payments to Ms. Wenxian Fan, which resulted an increase in G&A expenses compared to the prior period.
Other (Expense)Income
Other income consists of interest income and exchange gain (loss) for the three months ended June 30, 2025 and 2024, the net other expenses were $360 and $80. This was mainly due to the change of exchange rate and the increase of average cash balances.
For the six months ended June 30, 2025 and 2024, the net other expenses were $446 and $70. This was mainly due to the change of exchange rate and the increase of average cash balances.
10
Liquidity and Capital Resources
We have suffered recurring losses from operations and have an accumulated deficit of $ 976,334 as of June 30, 2025. We had a cash balance of $21,701 and negative working capital of $789,518 as of June 30, 2025. We have incurred losses of $87,840 for the six months ended June 30, 2025. Our financial statements have been prepared assuming we will continue as a going concern; however, the above condition raises substantial doubt about our ability to do so. We have not continually generated significant gross profits. Unless our operations generate a significant increase in gross profit and cash flows from operating activities, our continued operations will depend on whether we are able to raise additional funds through various sources, such as equity and debt financing, other collaborative agreements and/or strategic alliances. Our management is actively engaged in seeking additional capital to fund our operations in the short to medium term. Such additional funds may not become available on acceptable terms and there can be no assurance that any additional funding that we do obtain will be sufficient to meet our needs in the long term.
Net cash used in operating activities for the six months ended June 30, 2025, amounted to $51,895, compared to $86,487 net cash used in operating activities for the six months ended June 30, 2024.
Net cash provided by financing activities for the six months ended June 30, 2025, amounted to $88,946, compared to net cash provided by financing activities of $72,269 in the same period of 2024. The net cash provided by financing activities was from shareholders who paid certain expenses on behalf of the Company.
Going Concern
The accompanying consolidated financial statements have been prepared assuming we will continue as a going concern; however, the above condition raises substantial doubt about our ability to do so. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result should we be unable to continue as a going concern.
In order to continue as a going concern, we will need, among other things, additional capital resources. Management’s plans to obtain such resources include (1) obtaining capital from the sale of its equity securities, (2) sales of the Company’s services, (3) short-term and long-term borrowings from banks, and (4) short-term borrowings from stockholders or other related party (ies) when needed. However, management cannot provide any assurance that we will be successful in accomplishing any of its plans. The ability of us to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually to secure other sources of financing and attain profitable operations.
Critical Accounting Policies
The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. We continually evaluate our estimates, including those related to bad debts, the useful life of property and equipment and intangible assets, and the valuation of equity transactions. We base our estimates on historical experience and on various other assumptions that we believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Any future changes to these estimates and assumptions could cause a material change to our reported amounts of revenues, expenses, assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions.
See Note 1 to our unaudited condensed consolidated financial statements for a discussion of our significant accounting policies.
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Off-Balance Sheet Arrangements
As of June 30 , 2025, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
As a smaller reporting company, we are not required to make disclosures under this item.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation and supervision of our Chief Executive Officer and our Chief Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial and accounting officer have concluded that as of June 30, 2025, our disclosure controls and procedures were not effective due to the material weaknesses in our internal control over financial reporting, which are described below.
The matters involving internal controls and procedures that the Company’s management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee and lack of a majority of outside directors on the Company’s board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; (3) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (4) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by the Company’s Chief Executive Officer in connection with the review of our financial statements as of June 30, 2025 and communicated the matters to our management.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting during the year ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II — OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 1A. Risk Factors
There have been no material changes in our risk factors from those disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Not applicable
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures
Not applicable
Item 5. Other Information.
Item 6. Exhibits
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
| No. | Description of Exhibit | |
| 31.1* | Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 32.1* | Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 101.INS* | Inline XBRL Instance Document. | |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document. | |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document. | |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
| 104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
| * | Filed herewith. |
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| PONY GROUP INC. | ||
| Date: August 13, 2025 | By: | /s/ Wenxian Fan |
| Name: | Wenxian Fan | |
| Title: |
Chief Executive Officer
(Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer) |
|
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