Pony Group Inc. 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2023 ☐ 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: 333-234358 Pony Group Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 83-3532241 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) Engineer Experiment Building , A202 7 Gaoxin South Avenue , Nanshan District Shenzhen , Guangdong Province People’s Republic of China (Address of principal executive offices) +86 755 86665622 (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 None N/A N/A 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. Yes ☒ No ☐ 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). Yes ☒ No ☐ 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 ☐ 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. ☐ 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 14, 2023, there were 11,500,000 shares of common stock, par value $0.001 per share, issued and outstanding. PONY GROUP INC. FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2023 TABLE OF CONTENTS Page Part I. Financial Information Item 1. Financial Statements (Unaudited) 1 Condensed Consolidated Balance Sheets as of June 30, 2023 (Unaudited) and December 31, 2022 1 Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2023 and 2022 (Unaudited) 2 Condensed Consolidated Statements of Changes in Stockholder’s Equity for the six months ended June 30, 2023 and 2022 (Unaudited) 3 Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2023 and 2022 (Unaudited) 4 Notes to Unaudited Condensed Consolidated Financial Statements 5 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 9 Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk 12 Item 4. Controls and Procedures 12 Part II. Other Information Item 1. Legal Proceedings 13 Item 1A. Risk Factors 13 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 13 Item 3. Defaults Upon Senior Securities 13 Item 4. Mine Safety Disclosures 13 Item 5. Other Information 13 Item 6. Exhibits 13 Part III. Signatures 14 i PART I - FINANCIAL INFORMATION Item 1. Interim Financial Statements. PONY GROUP INC., AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS June 30, 2023 December 31, 2022 (Unaudited) Assets Current assets Cash and cash equivalents $ 31,678 $ 49,803 Accounts receivables 8,725 10,723 Other receivables 16,818 285 Other receivables-related parties 8,998 8,998 Total current assets 66,219 69,809 Total assets $ 66,219 $ 69,809 Liabilities and Equity Current liabilities Accounts payable $ 31,779 $ 31,343 Other payable- related parties 431,843 378,753 Other current liability 45,412 15,257 Total current liabilities 509,034 425,353 Total liabilities $ 509,034 $ 425,353 Equity Ordinary shares, $ 0.001 par value, 70,000,000 shares authorized, 11,500,000 shares issued and outstanding as of June 30, 2023 and December 31, 2022 11,500 11,500 Additional paid-in capital 176,000 176,000 Accumulated other comprehensive income 21,498 6,360 Accumulated deficit ( 651,813 ) ( 549,404 ) Total equity ( 442,815 ) ( 355,544 ) Total liabilities and equity $ 66,219 $ 69,809 The accompanying notes are integral to these consolidated financial statements. 1 PONY GROUP INC., AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) For The Three Months Ended June 30, For The Six Months Ended June 30, 2023 2022 2023 2022 Revenue $ 47,228 $ 23,696 $ 103,394 $ 53,564 Cost of revenue 20,867 6,769 45,471 31,593 Gross profit 26,361 16,927 57,923 21,971 Operating expenses General & administrative expenses 71,874 123,775 160,409 238,123 R&D expense - 10,187 - 17,257 Total operating expenses 71,874 133,962 160,409 255,380 Loss from operation ( 45,513 ) ( 117,035 ) ( 102,486 ) ( 233,409 ) Other income (expenses) Other income (expense) 156 ( 473 ) 77 ( 439 ) Total other income (expense) 156 ( 473 ) 77 ( 439 ) Loss before income taxes ( 45,357 ) ( 117,508 ) ( 102,409 ) ( 233,848 ) Provision for income tax Net Loss $ ( 45,357 ) $ ( 117,508 ) $ ( 102,409 ) $ ( 233,848 ) Other Comprehensive Income 16,037 9,703 15,138 9,261 Comprehensive loss ( 29,320 ) ( 107,805 ) ( 87,271 ) ( 224,587 ) Basic and diluted loss per common share* ( 0.004 ) ( 0.010 ) ( 0.009 ) ( 0.020 ) Weighted average number of shares outstanding* 11,500,000 11,500,000 11,500,000 11,500,000 The accompanying notes are integral to these consolidated financial statements. 2 PONY GROUP INC., AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CHANGE IN EQUITY (Unaudited) For the Three and Six Months Ended June 30, 2023 Common stock Additional Paid-In Accumulated Other Comprehensive Income Accumulated Shares Amount Capital (Loss) Deficit Total Balance as of December 31, 2022 11,500,000 $ 11,500 $ 176,000 $ 6,360 $ ( 549,404 ) $ ( 355,544 ) Cumulative Foreign currency translation adjustment - - - ( 899 ) - ( 899 ) Net Loss - - - - ( 57,052 ) ( 57,052 ) Balance as of March 31, 2023 11,500,000 11,500 176,000 5,461 ( 606,456 ) ( 413,495 ) Cumulative Foreign currency translation adjustment - - - 16,037 - 16,037 Net Loss - - - - ( 45,357 ) ( 45,357 ) Balance as of June 30, 2023 11,500,000 $ 11,500 $ 176,000 $ 21,498 $ ( 651,813 ) $ ( 442,815 ) For the Three and Months Ended June 30, 2022 Common stock Additional Paid-In Accumulated Other Comprehensive Income Accumulated Shares Amount Capital (Loss) Deficit Total Balance as of December 31, 2021 11,500,000 $ 11,500 $ 176,000 $ ( 10,158 ) $ ( 280,326 ) $ ( 102,984 ) Cumulative Foreign currency translation adjustment - - - ( 442 ) - ( 442 ) Net Loss - - - - ( 116,340 ) ( 116,340 ) Balance as of March 31, 2022 11,500,000 11,500 176,000 ( 10,600 ) ( 396,666 ) ( 219,766 ) Cumulative Foreign currency translation adjustment - - - 9,703 - 9,703 Net Loss - - - - ( 117,508 ) ( 117,508 ) Balance as of June 30, 2022 11,500,000 $ 11,500 $ 176,000 $ ( 897 ) $ ( 514,174 ) $ ( 327,571 ) The accompanying notes are integral to these consolidated financial statements. 3 PONY GROUP INC., AND SUBSIDIARIES CONSOLIDATED STATEMETNS OF CASH FLOWS (Unaudited) For The Six Months Ended June 30 2023 2022 Cash flow from operating activities: Net Loss $ ( 102,409 ) $ ( 233,848 ) Adjustments to reconcile net loss to net cash used in operating activities: Changes in operating assets and liabilities: Accounts receivable 1,998 18,731 Other receivable ( 16,533 ) ( 201 ) Accounts payable 436 ( 5,761 ) Other payable 30,155 ( 79,693 ) Cash used in operating activities ( 86,353 ) ( 300,772 ) Cash flow from financing activities: Advance from related party 53,090 70,300 Cash provided by financing activities 53,090 70,300 Effects of currency translation on cash 15,138 9,261 Net decrease in cash ( 18,125 ) ( 221,211 ) Cash at beginning of the period 49,803 266,011 Cash at end of period $ 31,678 $ 44,800 The accompanying notes are integral to these consolidated financial statements. 4 PONY GROUP INC., AND SUBSIDIARIES NOTES FOR THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 - ORGANIZATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization and Operations PONY GROUP INC, (The “Company” or “PONY”) was incorporated on January 7, 2019 in the state of Delaware. On March 7, 2019, Pony Group Inc (the “Purchaser”), and Wenxian Fan, the sole owner of PONY LIMOUSINE SERVICES LIMITED (“Pony HK”), entered into a Stock Purchase Agreement (the “Purchase Agreement”), pursuant to which Wenxian Fan (the “Seller”) would sell to the Purchaser, and the Purchaser will purchase from the Seller, 10,000 shares of Pony HK, which represented 100 % of the shares. On March 7, 2019, this transaction was completed. Pony HK is a limited corporation formed under the laws of Hong Kong on April 28, 2016, which was formed by FAN WENXIAN. Its registered office is located at FLAT/RM 01 11/F, LUCKY COMM BLDG, 103 DES VOEUX RD WEST, SHEUNG WAN, HONG KONG. The business nature of the Company is to provide cross boarder limousine services to customers. On February 2, 2019, Universe Travel Culture & Technology Ltd. (“Universe Travel”) was incorporated as a wholly-owned PRC subsidiary of Pony HK. Details of the Company’s structure as of June 30, 2023 are as follow: Reverse Merger Accounting – Since Pony HK and Pony US were entities under Ms. Fan’s common control prior to the “Purchase Agreement” was executed, and because of certain other factors, including that the member of the Company’s executive management is from Pony HK, Pony HK is deemed to be the acquiring company for accounting purposes and the Merger was accounted for as a reverse merger and a recapitalization in accordance with generally accepted accounting principles in the United States (“GAAP”). These unaudited consolidated financial statements reflect the historical results of Pony HK prior to the Merger and that of the combined Company following the Merger, and do not include the historical financial results prior to the completion of the Merger. Common stock and the corresponding capital amounts of the Company pre-Merger have been retroactively restated as capital stock shares. Basis of Accounting and Presentation - The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. 5 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 90 days or less to be cash equivalents. 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. As of June 30, 2023 and December 31, 2022, accounts receivable was $ 8,725 and $ 10,723 , respectively. The company considers accounts receivable to be fully collectible and determined that an allowance for doubtful accounts was not necessary. Pony HK, a 100 % subsidiary of the Company, has agreements with its one major client that the payments for the services rendered be settled every six months. The major clients accounted for 11.2 % of the revenue for the six months ended June 30, 2023, respectively. Universe Travel Culture & Technology Ltd. (“Universe Travel”) was incorporated as a wholly-owned PRC subsidiary of Pony HK, has agreements with three major clients. Shenzhen Eryuechuer Culture & Technology., Ltd, accounted for 24.87 % of Universe Travel’s revenue. Shenzhen Shangjia Electronic Technology., Ltd and Shenzhen Zhongke Hengjin each accounted separately for 18.32 % of the revenue and in the aggregate 36.64 % of the revenue. 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. Cost of revenue – Cost of revenue includes cost of services rendered during the period, net of discounts and sales tax. 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 16.5 % on the estimated assessable profit for the period. Foreign Currency Translation - Pony HK’s functional currency is the Hong Kong Dollar (HK$) and Universe Travel Culture & Technology Ltd.’s functional currency is the Renminbi (RMB). The reporting currency is that of the US Dollar. Assets, liabilities and owners’ contribution are translated at the exchange rates as of the balance sheet date. Income and expenditures are translated at the average exchange rate of the year. The exchange rates used to translate amounts in HK$ and RMB into USD for the purposes of preparing the financial statements were as follows: June 30, 2023 Balance sheet HK$ 7.84 to US $ 1.00 RMB 7.25 to US $ 1.00 Statement of operation and other comprehensive income HK$ 7.84 to US $ 1.00 RMB 6.93 to US $ 1.00 December 31, 2022 Balance sheet HK$ 7.80 to US $ 1.00 RMB 6.89 to US $ 1.00 June 30, 2022 Statement of operation and other comprehensive income HK$ 7.85 to US $ 1.00 RMB 6.61 to US$ 1.00 6 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 consolidated financial position, statements of operations and cash flows. NOTE 2 - GOING CONCERN The Company had operating losses of $ 102,409 during the six months ended June 30, 2023 and has accumulated deficit of $ 651,813 at June 30, 2023. The Company’s continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations and/or obtain additional financing, as may be required. 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. Management’s Plan 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 3 - RELATED PARTY TRANSACTIONS Amount of receivable from shareholders is due to the company declaring a 6,000 to 1 stock split. After the stock split, the par value of the common stocks was $ 0.001 per share. The shareholders should pay the consideration of $ 8,998 to the company. The Company used a retroactive basis to present the nominal shares, the considerations and receivable form shareholders also should be represented. June 30, 2023 December 31, 2022 Receivable from shareholders $ 8,998 $ 8,998 Total due from related parties $ 8,998 $ 8,998 Ms. Wenxian Fan, the director, loaned working capital to Pony HK with no interest and paid on behalf of Pony HK for the subcontracted services and employee salaries. The Company has the following payables to Ms. Wenxian Fan: June 30, 2023 December 31, 2022 To Wenxian Fan $ 431,843 $ 378,753 Total due to related parties $ 431,843 $ 378,753 NOTE 4 - MAJOR SUPPLIERS AND CUSTOMERS The Company purchased majority of its subcontracted services from one major supplier during the six months ended June 30, 2023: Changying Business Limited for 25.19 % of the cost. NOTE 5 - SUBSEQUENT EVENTS Management has evaluated subsequent events through August 14, 2023, the date which the financial statements were available to be issued. All subsequent events requiring recognition as of June 30, 2023 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 structure 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. We currently provide 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 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 Lets Go App (“App”) designed to have multi-language interface to attract users from 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 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 an English speaking driver. 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 talents, and develop new technologies and products. Results of Operations For the three and six months ended June 30, 2023 compared to June 30, 2022 Revenue For the three months ended June 30, 2023 and 2022, revenues were $47,228 and $23,696, respectively, with an increase of $23,532 over the same period in 2022. The increase was due to Universe Travel providing technology development services to Shenzhen Eryuechuer Culture & Technology., Ltd in the amount of $25,717 during the three month ended June 30, 2023. For the six months ended June 30, 2023 and 2022, revenues were $103,394 and $53,564 respectively, with an increase of $49,830 over the same period in 2022. From January to June 2023, Universe Travel provided technology development services to three major clients, Shenzhen Eryuechuer Culture & Technology., Ltd, Shenzhen Shangjia Electronic Technology., Ltd and Shenzhen Zhongke Hengjin Technology Co., Ltd, which generated $63,603 revenue for the Company during the six month ended June 30, 2023. 9 Cost of Revenue Cost of Revenue for the three months ended June 30, 2023 and 2022 were $20,867 and $6,769, respectively, with an increase of $14,098 over the same period in 2022. The increase was mainly due to the increase of orders of Pony HK, thus the cost of revenue increased accordingly. Cost of Revenue for the six months ended June 30, 2023 and 2022 were $45,471 and $31,593, respectively, with an increase of $13,878 over the same period in 2022. The increase was mainly due to the increase of orders of Pony HK, thus the cost of revenue increased accordingly. Gross Profit Gross profits were $26,361 and $16,927 for the three months ended June 30, 2023 and 2022. The gross profit margin as a percentage of sales were 55.8% and 71.4% for the three months ended June 30, 2023 and 2022, respectively. Since our staff could provide application development service based on WeChat platform without additional cost, technology development services have a higher gross profit margin. The decrease of gross profit margin for the three months ended June 30, 2023 compared to the same period of 2022 was due to the fact that technology development services accounted for lower proportion of revenue for the three months ended June 30, 2023. Gross profits were $57,923 and $21,971 for the six months ended June 30, 2023 and 2022, respectively. The gross profit margin as a percentage of sales for the six months ending June 30, 2023 and 2022 were 56.0% and 41.0%, respectively. The increase of gross profit margin was due to Universe Travel providing technology development services to three major clients during the six months ended June 30, 2023. This service provided has a higher gross profit margin and led to the increase of the total gross profit margin. Operating Expenses Operating expenses for the three months ended June 30, 2023 and 2022 were $71,874 and $133,962, respectively, for a decrease of $62,088. The decrease of operating expense was mainly due to decrease of a service fee paid for OTC listing and other consulting services fees as compared to the prior period. Operating expenses for the six months ended June 30, 2023 and 2022 were $160,409 and $255,380, respectively, a decrease of $94,971 from the same period in 2022. The decrease was mainly due to service fee paid for OTC listing and other consulting services fees. Other (Expense)Income Other income consists of interest income and exchange gain (loss) for the three months ended June 30, 2023 and 2022, the net other income was $156 compared to net other expense $473 for the same period last year. This was mainly due to the change of exchange rate and the increase of average cash balances. For the six months ended June 30, 2023 and 2022, the net other income was $77 when it was a net other expense of $439 in the same period last year. This was mainly due to the change of exchange rate and the increase of average cash balances. Liquidity and Capital Resources We have suffered recurring losses from operations and have an accumulated deficit of $651,813 as of June 30, 2023. We had a cash balance of $31,678 and negative working capital of $442,815 as of June 30, 2023. The Company has incurred losses of $102,409 for the six months ended June 30, 2023. The Company has 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. As of June 30, 2023, we have enough cash to continue operations for approximately six months. 10 Net cash used in operating activities for the six months ended June 30, 2023, amounted to $86,553, compared to $300,772 net cash used in operating activities for the six months ended June 30, 2022. The decrease of net cash used in operating activities was due to the decrease of net loss. There were $0 cash used in investment activities for the six months ended June 30, 2023 and 2022. Net cash provided by financing activities for the six months ended June 30, 2023 amounted to $53,090, compared to net cash provided by financing activities of $70,300 in the same period of 2022. The net cash provided by financing activities were from shareholders who paid cost and other expenses on behalf of the Company. Going Concern The accompanying consolidated 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 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 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. Critical Accounting Policies The discussion and analysis of the Company’s financial condition and results of operations are based upon the Company’s 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 Off-Balance Sheet Arrangements As of June 30, 2023, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K. 11 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 Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we 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, 2023, our disclosure controls and procedures were effective. Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. 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, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 12 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, 2022. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. None. Item 3. Defaults Upon Senior Securities. None. Item 4. Mine Safety Disclosures Not applicable Item 5. Other Information. None 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. 13 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 14, 2023 By: /s/ Wenxian Fan Name: Wenxian Fan Title: Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer) 14