Pony Group Inc. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures The 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 principles. Management 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 report. 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, 2025. Our 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, 2025. 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, 2025 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 December 31, 2025 and communicated the matters to our management. 46 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 results. 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. We 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. We 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. This 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. There 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. We 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. 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, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information None . Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 47 PART III Item 10. Directors, Executive Officers and Corporate Governance Directors and Executive Officers Our current director and officers are as follow: Name Age Position Wenxian Fan 50 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. Ms. Fan’s primary responsibilities include defining our global expansion, sales and marketing strategies, establishing company-wide policies and overall management. Ms. Fan has more than 20 years of experience in the transportation industry. Ms. Fan founded Pony Limousine Services Limited in March 2016, and Shenzhen Yilutong Technology Co. Ltd. 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. Ltd. 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. Since August 2007 to July 2009, she served as administration director of Freeboarders Software Development (Shenzhen) Co., Ltd. Ms. Fan started her transportation management career and held multiple positions at Shenzhen Transportation Center since September 1998. Ms. 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. 48 Item 11. 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, 2025 and 2024. Summary Compensation Table Name and principal position Year Salary ($) Bonus ($) Stock Awards ($) Option Awards ($) Non-Equity Incentive Plan Compensation ($) Nonqualified Deferred Compensation Earnings ($) All Other Compensation ($) Total ($) Wenxian Fan 2025 25,399 - - - - - Chair of the Board and Chief Executive Officer 2024 23,068 - - - - - Employment Agreements and Potential Payments Upon Termination We have not entered into any employment agreement with our executive officer. Equity Compensation Plan Information None. Outstanding Equity Awards at Fiscal Year-End None. Director Compensation To date, we have not paid any remuneration to our directors in their capacities as such. Involvement in Certain Legal Proceedings Other than proceedings disclosed herein, none of our directors and executive officers have been involved in any of the following events during the past ten years: 1. any bankruptcy petition filed by or against such person or any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; 2. any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); 3. being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting his involvement in any type of business, securities or banking activities or to be associated with any person practicing in banking or securities activities; 4. being found by a court of competent jurisdiction in a civil action, the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; 5. being subject of, or a party to, any federal or state judicial or administrative order, judgment decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or 6. 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. 49 Item 12: 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 by: ● 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; and ● 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 with the rules of the SEC and includes voting or investment power with respect to the securities. Except as otherwise indicated, each person or entity named in the table has sole voting and investment power with respect to all shares of our capital shown as beneficially owned, subject to applicable community property laws. In computing the number and percentage of shares beneficially owned by a person, shares that may be acquired by such person (for example, upon the exercise of options or warrants) within 60 days of the date of this prospectus are counted as outstanding, while these shares are not counted as outstanding for computing the percentage ownership of any other person. The address of each holder listed below, except as otherwise indicated, is Room 17, Flat B, 17/F, Tsipeng Industrial Building, San Po Kong, Kowloon, Hong Kong, China. Name of Beneficial Owner Shares of Common Beneficially Stock Owned (1)(5) Percent of Common Stock Beneficially Owned (1)* 5% Beneficial Owners Pony Group Ltd. (2) 5,580,000 48.52 % KERUIDA Investment Limited (3) 900,000 7.83 % Synionm Investments Limited (4) 900,000 7.83 % Wisdom Travel Service Investments Limited (5) 900,000 7.83 % Directors and Officers Wenxian Fan 8,280,000 72.00 % (1) Percentage ownership is based on 11,500,000 shares of our common stock outstanding. (2) Wenxian Fan has sole voting and dispositive power of shares beneficially owned by Pony Group Ltd. (3) Wenxian Fan has sole voting and dispositive power of shares beneficially owned by KERUIDA Investment Limited. (4) Wenxian Fan has sole voting and dispositive power of shares beneficially owned by Synionm Investments Limited. (5) 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. 50 Item 13. 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: ● 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; and ● 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. 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. Item 14 . Principal Accountant Fees and Services. The following table shows the fees that we paid or accrued for the audit and other services provided by our independent registered public accounting firms for the fiscal years ended December 31, 2025 and 2024. Fee Category Fiscal Year Ended December 31, 2024 Fiscal Year Ended December 31, 2025 Audit Fees (1) $ 48,500 $ 38,500 Audit-Related Fees (2) $ - $ - Tax Fees (3) $ - $ - All Other Fees (4) $ - $ - (1) This category consists of fees for professional services rendered by our principal independent registered public accountants for the audit of our annual financial statements, review of financial statements included in our quarterly reports and services that are normally provided by the independent registered public accounting firms in connection with statutory and regulatory filings or engagements for those fiscal years. (2) This category consists of fees for assurance and related services by our independent registered public accountant that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under “Audit Fees.” The services for the fees disclosed under this category include consultations concerning financial accounting and reporting standards. (3) This category consists of fees for professional services rendered by our independent registered public accountant for tax compliance, tax advice, and tax planning. (4) This category consists of fees for services provided by our independent registered public accountants other than the services described above. 51 PART IV Item 15. Exhibits, Financial Statement Schedules (a) The following documents are filed as part of this Report: (1) The Financial Statements in Item 8 herein; and (2) Index to the Financial Statements in Item 8 herein. All financial statement schedules are omitted because they are not applicable or the amounts are immaterial and not required, or the required information is presented in the financial statements and notes thereto in Item 15 of Part IV below. (3) Exhibits We hereby file as part of this Report the exhibits listed in the attached Exhibit Index. Exhibits which are incorporated herein by reference can be inspected and copied at the public reference facilities maintained by the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Copies of such material can also be obtained from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates or on the SEC website at www.sec.gov. Item 16. Form 10-K Summary Not applicable. 52 EXHIBIT INDEX No. Description of Exhibit 3.1 Certificate of Incorporation of the Company, as amended (1) 3.2 Bylaws of the Company (1) 10.1 Transportation Service Agreement, dated May 18, 2016, between Hong Kong Wanjin Industry Co., Limited and the Company (1) 10.2 Transportation Service Agreement, dated May 22, 2016, between Yahong Business Limited and the Company (1) 10.3 Form of Subscription Agreement between the Company and the investor (2) 21.1 Subsidiaries of the Company (1) 31.1* Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* 31.2* Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* 32.1* Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* 32.2* Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 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. (1) Incorporated herein by reference to the Company’s Form S-1 filed with the Securities and Exchange Commission on October 28, 2019. (1) (2) Incorporated herein by reference to the Company’s Form S-1/A filed with the Securities and Exchange Commission on February 28, 2020. (2) 53 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: March 27, 2026 By: /s/ Wenxian Fan Name: Wenxian Fan Title: Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer) 54