What changed in this filing

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Item 9A. Controls and Procedures

2024-03-28 compared with 2023-03-31 · 135 added, 98 removed, 104 unchanged (69% of the section changed)

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

Based on this evaluation, our principal executive officer and principal financial and accounting officer have concluded that as of

December 31, 2022, 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.

of Disclosure Controls and Procedures

management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as required

by Sarbanes-Oxley (SOX) Section 404 A.

The Company’s internal control over financial reporting is a process designed under the

supervision of the Company’s Chief Executive Officer to provide reasonable assurance regarding the reliability of financial reporting

and the preparation of the Company’s financial statements for external purposes in accordance with U.S.

generally accepted accounting

assessed the effectiveness of the Company’s internal control over financial reporting based on the criteria for effective internal

control over financial reporting established in SEC guidance on conducting such assessments as of the end of the period covered by this

Management conducted the assessment based on certain criteria established in Internal Control - Integrated Framework issued by

the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this assessment, management concluded that our internal

controls over financial reporting were not effective as of December 31, 2022 and 2023.

Chief Executive Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures

as of December 31, 2022 and 2023.

Based upon, and as of the date of this evaluation, our Chief Executive Officer concluded that our disclosure

controls and procedures were not effective as of December 31, 2022 and 2023 due to the material weaknesses in our internal control over

financial reporting, which are described below.

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 December 31, 2022 and 2023 and communicated the matters to our management.

believes that the material weaknesses set forth in items (2), (3) and (4) above did not have an effect on the Company’s financial

However, management believes that the 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 can result in the Company’s determination to its financial statements for the future years.

are committed to improving our financial organization.

As part of this commitment, we will create a position to segregate duties consistent

with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when

funds are available to the Company:

i) Appointing one or more outside directors to our board of directors who shall be appointed to the

audit committee of the Company resulting in a fully functioning audit committee who will undertake the oversight in the establishment

and monitoring of required internal controls and procedures;

and ii) Preparing and implementing sufficient written policies and checklists

which will set forth procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and

SEC disclosure requirements.

will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial

reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as

necessary and as funds allow.

annual report does not include an attestation report of the company’s registered public accounting firm regarding internal control

over financial reporting.

Management’s report was not subject to attestation by the company’s registered public accounting

firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s

report in this annual report.

have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph

(d) of Rules 13a-15 or 15d-15 under the Exchange Act that occurred during the small business issuer’s last fiscal year that has

materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial

reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as

necessary and as funds allow.

in Internal Control over Financial Reporting

have been no changes in our internal control over financial reporting during the year ended December 31, 2023 that have materially affected,

or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information

Disclosure Regarding

Foreign Jurisdictions that Prevent Inspections

Not applicable.

Directors, Executive Officers

and Corporate Governance

Directors and Executive Officers

Our current director and offices are as follow:

Chief Executive Officer, Chief Financial Officer and Chair of the Board of Directors

Wenxian Fan is the founder of

our Company and has been serving as our Chair of the Board of Directors, Chief Executive Officer and Chief Financial Officer since

its inception.

Fan’s primary responsibilities include defining our global expansion, sales and marketing strategies,

establishing company-wide policies and overall management.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Directors, Executive Officers and Corporate Governance

and Executive Officers

current director and offices are as follow:

Executive Officer, Chief Financial Officer and Chair of the Board of Directors

Fan is the founder of our Company and has been serving as our Chair of the Board of Directors, Chief Executive Officer and Chief

Financial Officer since its inception.

Fan’s primary responsibilities include defining our global expansion, sales and marketing

strategies, establishing company-wide policies and overall management.

Fan has more than 20 years of experience in the transportation

Fan founded Pony Limousine Services Limited in March 2016, and Shenzhen Yilutong Technology Co.

in December 2015

and has been its Chair of the board of directors since its inception.

She was the general manager of Shenzhen Zhixingzhiyuan

Technology Co., Ltd., an online designated driver service company, from March 2015 to December 2015.

She also served as vice general

manager of Shenzhen Zhongqinghechuang Cultural Media Technology Co.

in December 2015 and

has been its Chair of the board of directors since its inception.

She was the general manager of Shenzhen Zhixingzhiyuan Technology Co.,

Ltd., an online designated driver service company, from March 2015 to December 2015.

She also served as vice general manager of Shenzhen

Zhongqinghechuang Cultural Media Technology Co.

from June 2010 to March 2015.

She was the administration

officer of global sales department (West Africa region) for Huawei Technologies Co., Ltd since June 2006 to August 2007.

August 2007 to July 2009, she served as administration director of Freeboarders Software Development (Shenzhen) Co., Ltd.

started her transportation management career and held multiple positions at Shenzhen Transportation Center since September 1998.

Fan received her bachelor’s degree in transportation economic from Shenzhen University in June 1998 and her master’s

degree in transportation management from Wuhan University of Technology in January 2004.

She was the administration officer of global sales

department (West Africa region) for Huawei Technologies Co., Ltd since June 2006 to August 2007.

Since August 2007 to July 2009, she

served as administration director of Freeboarders Software Development (Shenzhen) Co., Ltd.

Fan started her transportation management

career and held multiple positions at Shenzhen Transportation Center since September 1998.

Fan received her bachelor’s degree

in transportation economic from Shenzhen University in June 1998 and her master’s degree in transportation management from Wuhan

University of Technology in January 2004.

Family Relationships

There are no family relationships, or other arrangements

or understandings between or among any of the directors, executive officers or other person pursuant to which such person was selected

to serve as a director or officer.

Director Independence and Committees of the Board of Directors

We are not required to have any independent members

of the Board of Directors.

Our Board of Directors has determined that none of the directors are independent under applicable SEC rules.

As we do not have any board committees, the Board as a whole carries out the functions of audit, nominating and compensation committees.

Code of Business Conduct and Ethics and Insider Trading Policy

We currently do not have a Code of Ethical Conduct

and an Insider Trading Policy but plan to adopt them as we develop our business in the future.

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

person pursuant to which such person was selected to serve as a director or officer.

Independence and Committees of the Board of Directors

are not required to have any independent members of the Board of Directors.

Our Board of Directors has determined that none of the directors

are independent under applicable SEC rules.

As we do not have any board committees, the Board as a whole carries out the functions of

audit, nominating and compensation committees.

Business Conduct and Ethics and Insider Trading Policy

currently do not have a Code of Ethical Conduct and an Insider Trading Policy but plan to adopt them as we develop our business in the

Executive Compensation

The following table sets forth the aggregate compensation

paid to our Chief Executive Officer for services rendered in all capacities for the fiscal years ended December 31, 2022 and 2021.

following table sets forth the aggregate compensation paid to our Chief Executive Officer for services rendered in all capacities for

the fiscal years ended December 31, 2023 and 2022 .

Summary Compensation Table

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being subject of or party to any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization, any registered entity or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Security Ownership of Certain Beneficial Owners and

Management and Related Stockholder Matters Principal Stockholders

Based solely upon information made available

to us, the following table sets forth information as of the date of this prospectus regarding the beneficial ownership of our common

● each person known by us to be

the beneficial owner of more than 5% of our outstanding shares of common stock;

● each of our named executive

officers and directors;

● all our executive officers and

directors as a group.

The percentage ownership information shown

in the table is based upon 11,500,000 shares of common stock outstanding..

Security Ownership of Certain Beneficial Owners and Management

and Related Stockholder Matters Principal Stockholders

Based solely upon information made available to

us, the following table sets forth information as of the date of this prospectus regarding the beneficial ownership of our common stock

each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock;

each of our named executive officers and directors;

all our executive officers and directors as a group.

The percentage ownership information shown in the

table is based upon 11,500,000 shares of common stock outstanding..

Beneficial ownership is determined in accordance

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Name of Beneficial Owner

Owned ( 1)(5)

Offering ( 1) *

5 unchanged sentences

Wisdom Travel Service Investments Limited ( 5)

(1) Percentage

ownership is based on 11,500,000 shares of our common stock outstanding prior to this offering

and shares of our common stock outstanding after this offering.

Fan has sole voting and dispositive power of shares beneficially owned by Pony Group Ltd.

Fan has sole voting and dispositive power of shares beneficially owned by KERUIDA Investment

Fan has sole voting and dispositive power of shares beneficially owned by Synionm Investments

Fan has sole voting and dispositive power of shares beneficially owned by Wisdom Travel Service

Investments Limited.

SEC rules, beneficial ownership includes shares over which the individual or entity has voting

or investment power and any shares which the individual or entity has the right to acquire

within sixty days.

Directors and Officers

Percentage ownership is based on 11,500,000 shares of our common stock outstanding prior to this offering and shares of our common stock outstanding after this offering.

Wenxian Fan has sole voting and dispositive power of shares beneficially owned by Pony Group Ltd.

Wenxian Fan has sole voting and dispositive power of shares beneficially owned by KERUIDA Investment Limited.

Wenxian Fan has sole voting and dispositive power of shares beneficially owned by Synionm Investments Limited.

Wenxian Fan has sole voting and dispositive power of shares beneficially owned by Wisdom Travel Service Investments Limited.

Under SEC rules, beneficial ownership includes shares over which the individual or entity has voting or investment power and any shares which the individual or entity has the right to acquire within sixty days.

Certain Relationships and Related Party Transactions

We do not have transactions since our inception, or which are currently

being proposed, to which we were a party or will be a party, in which:

amounts involved exceeded or will exceed the lesser of $120,000 and 1% of the average of

our total assets at year-end for the last two completed fiscal years;

of our directors, executive officers or holders of more than 5% of our capital stock, or

any member of the immediate family of the foregoing persons, had or will have a direct or

indirect material interest.

We do not have transactions since our inception,

or which are currently being proposed, to which we were a party or will be a party, in which:

the amounts involved exceeded or will exceed the lesser of $120,000 and 1% of the average of our total assets at year-end for the last two completed fiscal years;

any of our directors, executive officers or holders of more than 5% of our capital stock, or any member of the immediate family of the foregoing persons, had or will have a direct or indirect material interest.

Policy on Related Party Transactions

We currently do not have a company policy on related party transactions.

We currently do not have a company policy on related

party transactions.

In addition, none of the related party transactions disclosed above were approved by our Board.

We plan to adopt a policy on related

party transactions in the near term as we further develop our business and improve our corporate governance.

We plan to adopt a

policy on related party transactions in the near term as we further develop our business and improve our corporate governance.

Principal Accountant Fees and

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

December 31, 2022 and 2021.

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 December 31, 2023 and 2022 .

Audit Fees (1)

Audit-Related Fees ( 2)

Tax Fees ( 3)

All Other Fees ( 4)

3 unchanged sentences

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

Exhibits, Financial Statement

(a) The following documents are

filed as part of this Report:

(1) The Financial

Statements in Item 8 herein;

to the Financial Statements in Item 8 herein.

Exhibits, Financial Statement Schedules

following documents are filed as part of this Report:

(1) The Financial Statements in Item 8 herein;

(2) Index to the Financial Statements in Item 8 herein.

All financial statement schedules are omitted because

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EXHIBIT INDEX

Description of Exhibit

Certificate of Incorporation of the Company, as amended (1)

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Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* Filed herewith.

(1) Incorporated herein by reference

to the Company’s Form S-1 filed with the Securities and Exchange Commission on October 28, 2019.

Incorporated herein by reference to the Company’s Form S-1/A filed with the Securities and Exchange Commission on February 28, 2020.

(1) Incorporated

herein by reference to the Company’s Form S-1 filed with the Securities and Exchange Commission on October 28, 2019.

(2) Incorporated

herein by reference to the Company’s Form S-1/A filed with the Securities and Exchange Commission on February 28, 2020.

In accordance with the requirements of the Exchange

8 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures