CXJ GROUP CO., Ltd
For the period ended Nov 30, 2025. Filed Jan 15, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Nov 30, 2025 · Filed Jan 15, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended November 30, 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 jurisdiction of Classification Code Number) | (I.R.S. Employer incorporation or organization) |
Room 401, 4th Floor, East Block Building 5,
Xintiandi Business Center, No. 7 Anqiaogang Road,
Gongshu District, Hangzhou City,
Zhejiang Province, China 310017.
(Address of principal executive offices, including zip code)
(86) 18668175727
(Registrant’s phone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
YES ☒ NO ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding twelve months (or shorter period that the registrant was required to submit and post such files).
YES ☒ NO ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” or an “emerging growth company” in Rule 12b-2 of the Exchange Act:
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| Emerging growth company | ☐ | ||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No☒
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
| Class | Outstanding at January 12, 2026 |
|---|---|
| Common Stock, $0.001 par value | 102,270,517 |
CXJ GROUP CO LIMITED.
TABLE OF CONTENTS
| Page | |||
|---|---|---|---|
| PART I | FINANCIAL INFORMATION | 3 | |
| ITEM 1. | Financial Statements: | 3 | |
| Condensed Consolidated Balance Sheets as of November 30, 2025 (unaudited) and May 31, 2025 (audited) | 4 | ||
| Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three Months and Six Months Ended November 30, 2025 and 2024 (unaudited) | 5 | ||
| Condensed Consolidated Statement of Changes in Stockholders’ Equity for the Three Months Ended and Six Months November 30, 2025 and 2024 (unaudited) | 6 | ||
| Condensed Consolidated Statements of Cash Flows for the Six Months Ended November 30, 2025 and 2024 (unaudited) | 7 | ||
| Notes to Condensed Consolidated Financial Statements | 8-40 | ||
| ITEM 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 41 | |
| ITEM 3. | Quantitative and Qualitative Disclosures About Market Risk | 45 | |
| ITEM 4. | Controls and Procedures | 46 | |
| PART II | OTHER INFORMATION | 47 | |
| ITEM 1. | Legal Proceedings | 47 | |
| ITEM 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 47 | |
| ITEM 3. | Defaults Upon Senior Securities | 47 | |
| ITEM 4. | Mine Safety Disclosures | 47 | |
| ITEM 5. | Other Information | 47 | |
| ITEM 6. | Exhibits | 47 | |
| Signatures | 48 | ||
SPECIAL NOTE REGARDING FORWARD—LOOKING STATEMENTS
Statements made in this Form 10-Q that are not historical or current facts are “forward-looking statements” made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the “Act”) and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as “may”, “will”, “expect”, “believe”, “anticipate”, “estimate”, “approximate” or “continue”, or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management’s best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.
Financial information contained in this quarterly report and in our unaudited interim financial statements is stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.
USE OF CERTAIN DEFINED TERMS
Unless the context otherwise requires and for the purpose of this report only, reference to:
| ● | “China” and “the PRC” are to the People’s Republic of China. |
|---|---|
| ● | “Company”, “ECXJ”, “we”, “us” and “our” are to CXJ Group Co., Limited, a Nevada corporation. |
| ● | “BVI CXJ” are to CXJ Investment Group Company Ltd. a British Virgin Islands company and wholly owned subsidiary of CXJ Group Co., Limited (“ECXJ”), and a holding company. |
| ● | “HK CXJ” are to CXJ (HK) Technology Group Company Ltd., a Hong Kong company and wholly owned subsidiary of CXJ Investment Group Company Ltd (“BVI CXJ”), and a holding company. |
| ● | “WFOE” are to CXJ (Shenzhen) Technology Co., Ltd or “SZ CXJ”, a PRC company and wholly owned subsidiary of CXJ (HK) Technology Group Company Ltd (“HK CXJ”), and a holding company. |
| ● | “Consolidated VIE” are to CXJ Technology (Hangzhou) Co., Ltd or “HZ CXJ” and its subsidiaries, a PRC company and a variable interest entity. |
| ● | “Longkou CXJ” are to Longkou Xianganfu Trading Co., Ltd, a PRC company and wholly owned subsidiary of CXJ (Shenzhen) Technology Co., Ltd (“SZ CXJ”). |
| ● | “Qingdao CX” are to Qingdao Hong Run Kuo Ye Network Technology Co., Ltd, a PRC company and wholly owned subsidiary of CXJ Technology (Hangzhou) Co., Ltd (“HZ CXJ”), which is not conducted any operations. |
| ● | “Exchange Act” are to the Securities Exchange Act of 1934, as amended. |
| ● | “SEC” are to the U.S. Securities and Exchange Commission. |
| ● | “US dollars”, “dollars” and “$” are to the legal currency of the United States. |
| ● | “Renminbi” and “RMB” are to the legal currency of China. |
| ● | “SAFE” are to the State Administration of Foreign Exchange of the People’s Republic of China. |
| ● | “VIE Agreements” are to the agreement entered into by and between CXJ (Shenzhen) Technology Co., Limited (“SZ CXJ”) and CXJ Technology (Hangzhou) Co., Ltd (“HZ CXJ”) to qualify HZ CXJ as a variable interest entity, specially, the Consulting Service Agreement, the Business Operation Agreement, the Proxy Agreement, the Equity Disposal Agreement, and the Equity Pledge Agreement. |
| ● | “Ordinary shares” are to our Class A ordinary share, par value $0.001 per share. |
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