What changed in this filing

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Item 7. Management’s Discussion and Analysis

2025-07-10 compared with 2024-06-27 · 563 added, 838 removed, 117 unchanged (92% of the section changed)

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.

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.

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.

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.

We are a provider of automobile

transaction and related services, connecting auto dealers and consumers, who are mostly existing and prospective ride-hailing drivers

affiliated with different operators of online ride-hailing platforms in the People’s Republic of China (“PRC” or “China”).

We provide automobile transaction and related services through our wholly owned subsidiary, Chengdu Corenel Technology Limited, a PRC

limited liability company (“Corenel”), and our majority owned subsidiaries, Chengdu Jiekai Technology Ltd.

and Hunan Ruixi Financial Leasing Co., Ltd.

(“Hunan Ruixi”), a PRC limited liability company.

Since October 2020, we also

operate an online ride-hailing platform through Hunan Xixingtianxia Technology Co., Ltd.

(“XXTX”), a wholly-owned subsidiary

of Sichuan Senmiao Zecheng Business Consulting Co., Ltd., our wholly-owned subsidiary (“Senmiao Consulting”).

enables qualified ride-hailing drivers to provide application-based transportation services mainly in Chengdu, Changsha and other 20 cities

transaction and related services, connecting consumers, who are mostly existing and prospective ride-hailing drivers affiliated with different

operators of online ride-hailing platforms in the People’s Republic of China (“PRC” or “China”).

automobile transaction and related services through our majority owned subsidiaries, Chengdu Jiekai Yunli Technology Co., Ltd., a PRC

limited liability company and its subsidiary (“Jiekai”), and Hunan Ruixi Financial Leasing Co., Ltd., a PRC limited liability

company (“Hunan Ruixi”), and our former wholly owned subsidiary, Chengdu Corenel Technology Co., Ltd.

a PRC limited liability

company (“Corenel”).

Substantially all of our operations are conducted in China.

Our Automobile Transactions and Related Services

From October 2020 to August

2024, we also operated an online ride-hailing platform through Hunan Xixingtianxia Technology Co., Ltd.

(“XXTX”), a former

wholly-owned subsidiary of Sichuan Senmiao Zecheng Business Consulting Co., Ltd., our wholly-owned subsidiary (“Senmiao Consulting”).

The platform enabled qualified ride-hailing drivers to provide application-based transportation services mainly in Chengdu, Changsha and

other 20 cities in China.

As more fully discussed below under “– Our Discontinued Ride-Hailing Platform Services,” we

ceased our online ride-hailing Platform Services on August 20, 2024.

Automobile Transactions and Related Services

Our Automobile Transaction

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to meet their personal needs with lease term no more than twelve months (the “Auto Operating Leasing”);

(ii) monthly services

where we provide management and related services to Partner Platforms and other companies

and earn commission from them (the “ Auto Commissions” );

(iii) automobile financing

where we provide our customers with auto finance solutions through financing leases (the “Auto Financing”);

(iv) service fees

from new energy vehicles (“NEVs”) leasing, automobile purchase services where we charge NEVs lessees or automobile purchasers

for a series of the services provided to them throughout the leasing or purchase process based on the chosen product solutions, such as

ride-hailing driver training, assisting with a series of administrative procedures and other consulting services (the “NEVs and

Purchase Services”);

(v) auto management and guarantee services provided to online ride-hailing drivers after the delivery of automobiles

(the “Auto Management and Guarantee Services”);

(vi) automobile sales where we sell new purchased or used cars to our customers

(the “Auto Sales”);

and (vii) other supporting services provided to online ride-hailing drivers.

We started our facilitation

and supporting services in November 2018, the sale of automobiles in January 2019, and financial and operating leasing in March 2019,

respectively.

Since November 22,

2018, the acquisition date of Hunan Ruixi, and as of March 31, 2024, we have facilitated financing for an aggregate of 312

automobiles with a total value of approximately $5.3 million, sold an aggregate of 1,516 automobiles with a total value of

approximately $14.5 million and delivered 1,892 automobiles under operating leases and 164 automobiles under financing leases to

customers, the vast majority of whom are online ride-hailing drivers.

(ii) service fees

from new energy vehicles (“NEVs”) leasing where we charge NEVs lessees for a series of the services provided to them based

on the chosen product solutions (the “Service for NEVs Leasing”);

(iii)service fees from automobile purchase for a series

of the services provided to purchasers throughout the purchase process based on the sales price of the automobiles and relevant services

provided (the “ Service for Automobile Purchase”) ;(iv) monthly services where we provide management and related services

to other online ride-hailing platforms we cooperated with (“Partner Platforms”) and other companies and earn commission from

them (the “Auto Commissions”);

(v) automobile financing where we provide our customers with auto finance solutions through

financing leases (the “Auto Financing”);

(vi) default expenses we charges to the lessees for early-termination the contracts

or other violation behaviors to the contracts (the “Default Revenue”);

and (vii) other supporting services provided to customers,

including auto management and other related services (the “Auto Management Services”) and automobile sales (the “Auto

We started our facilitation and supporting services in November 2018, the sale of automobiles in January 2019, and financial

and operating leasing in March 2019, respectively.

November 22, 2018, the acquisition date of Hunan Ruixi, and as of March 31, 2025, we have facilitated financing for an aggregate of 312

automobiles with a total value of approximately $5.3 million, sold an aggregate of 1,516 automobiles with a total value of approximately

$14.5 million and delivered 2,116 automobiles under operating leases and 191 automobiles under financing leases to customers, the vast

majority of whom are online ride-hailing drivers.

The table below provides

a breakdown of the number of vehicles sold or delivered under different leasing arrangements or managed/guaranteed by us and corresponding

revenue generated for the years ended March 31, 2024 and 2023:

a breakdown of the number of vehicles sold or delivered under different leasing arrangements or managed by us and corresponding revenue

generated for the years ended March 31, 2025 and 2024, respectively:

For the Years Ended

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Other Services

During the year ended March

31, 2024, our Auto Operating Leasing, Auto Commissions, Auto Financing, Auto Sales and other services income accounted for approximately

the year ended March 31, 2025, our Auto Operating Leasing, Auto Commissions, Auto Financing and other services income accounted for approximately

82.6%, 4.3%, 2.8%, and 10.3% of our total revenue from our automobile transactions and related services, respectively, while our Auto

Operating Leasing, Auto Commissions, Auto Financing, Auto Sales, and other services income accounted for approximately 79.0%, 4.1%, 1.0%,

5.6% and 10.3% for the year ended March 31, 2023, respectively.

Our Ride-Hailing Platform Services

As part of our goal to provide

an all-round solution for online ride-hailing drivers as well as to increase our competitive power in an increasingly competitive online

ride-hailing industry and to take advantage of the market potential, in October 2020, we began operating our own online ride-hailing platform

The platform (called Xixingtianxia) was owned and operated by XXTX, of which Senmiao Consulting acquired the 100% equity interest

pursuant to a series of investment and supplementary agreements.

As of the filing date of this Report, Senmiao Consulting has made accumulated

capital contribution of RMB40.41 million (approximately $5.60 million) to XXTX and the remaining amount is expected to be paid before

December 31, 2025.

XXTX operates Xixingtianxia

and holds a national online reservation taxi operating license.

The platform is presently servicing online ride-hailing drivers in 22

cities in China, including Chengdu, Changsha and so on, providing them with a platform to view and take customer orders for rides.

currently collaborate with Gaode Map, a well-known aggregation platform in China on our ride-hailing platform services.

Under our collaboration,

when a rider uses the platform to search for taxi/ride-hailing services on the aggregation platform, the platform provides such rider

a number of online ride-hailing platforms for selection, including ours and if our platform is selected by the rider, the order will then

be distributed to registered drivers on our platform for viewing and acceptance.

The rider may also simultaneously select multiple online

ride-hailing platforms in which case, the aggregation platform will distribute the requests to different online ride-hailing platforms

which they cooperate with, based on the number of available drivers using the platform in a certain area and these drivers’ historical

performance, among other things.

XXTX generates revenue from providing services to online ride-hailing drivers to assist them in providing

transportation services to the riders looking for taxi/ride-hailing services.

XXTX earns commissions for each completed order as the difference

between an upfront quoted fare and the amount earned by a driver based on actual time and distance for the ride charged to the rider.

XXTX settles its commissions with the aggregation platforms on a weekly basis.

Meanwhile, in order to strengthen

our market position in certain cities, during the year ended March 31, 2024, our subsidiaries, Hunan Ruixi and Jiekai, cooperated with

other online ride-hailing platforms (“Partner Platforms”), such as Hunan DiDi Technology Co., Ltd., Chengdu Anma Zhixing Technology

, Sichuan Peitu Kuaixing Technology Co., Ltd.

and Chongqing Yiqizhao

Technology Co., Ltd.

Chengdu Branch, whereby the online ride-hailing requests and orders shall be completed on Partner Platforms utilizing

the network of cars and drivers of us while Hunan Ruixi and Jiekai earned rental income from drivers and earned commissions from Partner

Since December 2023, in order

to improve the efficiency of XXTX’s daily operation and profitability, XXTX has engaged Anhui Lianma Technology Co., Ltd.

Lianma”), a third-party to co-operate the online ride-hailing platform by outsourcing certain daily operation work to Anhui Lianma

in most of cities it operates platform in XXTX and Anhui Lianma will jointly share the operational profits, with the specific calculation

method being defined in the cooperation agreement.

During the year ended March

31, 2024, approximately 4.9 million rides with gross fare of approximately $15.1 million were completed through Xixingtianxia and an average

of approximately 5,000 ride-hailing drivers completed rides and earned income through Xixingtianxia (the “Active Drivers”)

During the year ended March 31, 2024, we earned online ride-hailing platform service fees of approximately $2.5 million, after

netting off approximately $0.3 million incentives paid to Active Drivers.

During the year ended March

31, 2023, approximately 6.1 million rides with gross fare of approximately $19.9 million were completed through Xixingtianxia and an average

of over 5,100 Active Drivers each month.

During the year ended March 31, 2023, we earned online ride-hailing platform service fees of

approximately $3.7 million, netting off approximately $0.5 million incentives paid to Active Drivers.

We plan to maintain our driver

base for the platform and automobile rental business while strengthening the royalty of the drivers who both lease our cars and use our

platform while expanding, but our platform is available to others.

Key Factors and Risks Affecting Results of Operations

Ability to Increase Our Automobile Lessee and Active Driver Base

Operating Leasing, Auto Commissions, Auto Financing, and other services income accounted for approximately 88.7%, 4.5%, 1.3%, and 5.5%

for the year ended March 31, 2024, respectively.

Discontinued Online Ride-Hailing Platform Services

October 2020 to August 2024, we operated our own online ride-hailing platform in China.

The platform (called Xixingtianxia) was owned

and operated by XXTX, of which Senmiao Consulting acquired the 100% equity interest pursuant to a series of investment and supplementary

XXTX operated Xixingtianxia and held a national online reservation taxi operating license, which served online ride-hailing

drivers in 22 cities in China, providing them with a platform to view and take customer orders for rides.

XXTX generated revenue from

providing services to online ride-hailing drivers to assist them in providing transportation services to the riders looking for taxi/ride-hailing

XXTX earned commissions for each completed order as the difference between an upfront quoted fare and the amount earned by

a driver based on actual time and distance for the ride charged to the rider.

Due to the fierce competition

of the online ride-hailing industry, XXTX had suffered loss in the past.

Since December 2023, XXTX had engaged Anhui Lianma Technology

(“Anhui Lianma”), a third-party to co-operate the online ride-hailing platform by outsourcing certain daily operation

work to Anhui Lianma in most of cities it operates platform in XXTX and Anhui Lianma will jointly share the operational profits, with

the specific calculation method being defined in the cooperation agreement.

However, considering the changes in online ride-hailing industry

and development plan of the Company, on August 8, 2024, we entered into the Acquisition Agreement with the Purchaser, and certain other

parties thereto.

Pursuant to the Acquisition Agreement, the Purchaser acquired all of the equity interests the XXTX at a total purchase

price of zero, while taking over certain liabilities of XXTX as defined in the Acquisition Agreement.

On August 20, 2024, the acquisition

was completed and we ceased the online ride-hailing platform services.

Factors and Risks Affecting Results of Operations

Ability to Increase Our Automobile Lessee

Our revenue growth has been

largely driven by the expansion of our automobile lessee base and the corresponding revenue generated from operating and financial leasing.

as well as the number of completed online ride-hailing orders on our platform, which largely depends on the number of Active Drivers who

complete ride-hailing transactions on our platform.

We acquire customers for our Automobile Transaction and Related Services, as well

as for our Online Ride-hailing Platform Services, through the network of third-party sales teams, referral from online ride-hailing platforms

and our own efforts including online advertising and billboard advertising.

We also send out fliers and participate in trade shows to

advertise our services.

We plan to maintain the number of our Active Drivers by marketing our platform to our existing and prospective

automobile lessees in the cities we now operate in.

We expect the expansion of our Active Driver base to promote the growth of our automobile

rental business because we offer automobile rental solutions/incentives specifically targeted at drivers using our platform and the Partner

An effective cross-selling strategies between our automobile leasing business and Online Ride-hailing Platform Services business

is important to our expansion and revenue growth.

We also plan to strengthen our marketing efforts through the collaboration with certain

automobile dealers and through our own team by employing more experienced staff, sharing market resources with our equity investee company,

and improving the quality and variety of our services.

We acquire customers for our Automobile Transaction and Related Services through the network of third-party sales teams, referral from

online ride-hailing platforms and our own efforts including online advertising and billboard advertising.

We also send out fliers and

participate in trade shows to advertise our services.

We plan to maintain the number of our customers by marketing our companies to our

existing and prospective automobile lessees in the cities we now operate in.

We expect to keep promoting the growth of our automobile

rental business with automobile rental solutions/incentives specifically targeted at drivers using our Partner Platforms.

cross-selling strategies between our automobile leasing business and our Partner Platforms is important to our expansion and revenue growth.

We also plan to strengthen our marketing efforts through the collaboration with certain automobile dealers and through our own team by

employing more experienced staff, sharing market resources with our equity investee company, and improving the quality and variety of

our services.

As of March 31, 2025, we had 3 employees in our own sales department.

Management of Automobile Rentals

of Automobile Rentals

Due to the fierce competition

of online ride-hailing industry in those cities we operate in, we have witnessed a high turn-over rate on the short-term car rentals during

the year ended March 31, 2024.

To meet the demand in Chengdu and Changsha, we have purchased and leased automobiles from third parties

for our operating lease.

The daily management and timely maintenance of leased automobiles will have a significant effect on the growth

of our income from leasing automobiles in the next twelve months.

The effective management of our automobiles through our proprietary

system and experienced auto-management team could provide in-time delivery and qualified automobiles to potential lessees, either for

personal use or providing online ride-hailing services.

As of March 31, 2024, for parking and management of automobiles for operating

lease, we had one parking lot, an exhibition hall and 4 employees in Changsha, and we also share the parking lot with our equity investee

company, Jinkailong in Chengdu.

During the years ended March 31, 2024 and 2023, the average utilization of the automobiles for operating

lease was approximately 79.7% and 64.9%, respectively.

Our Service Offerings and Pricing

The growth of our revenue

depends on our ability to improve existing solutions and services provided, continue identifying evolving business needs, refine our collaborations

with business partners and provide value-added services to our customers.

The attraction of new automobile leases depends on our leasing

solutions with attractive rental price and flexible leasing terms.

We have also adopted a series of pricing formulas to adopt the market

changes, considering the historical and future expenditure, remaining available leasing months and market price to determine our rental

price for varied rental solutions.

Furthermore, our product designs affect the type of automobile leases we attract, which in turn affect

our financial performance.

The attraction of new Active Drivers depends on the comprehensive income they could earn from our own or cooperated

platform, which is mainly affected by the number of orders distributed to them through our platform and the amount of the incentives paid

to them from platforms.

Our revenue growth also depends on our abilities to effectively price our services, which enables us to attract

more customers and improve our profit margin.

Ability to Retain Key Business Cooperators

of online ride-hailing industry in those cities we operated in, we have witnessed a high turn-over rate on the short-term car rentals

during the year ended March 31, 2025.

To meet the demand in Chengdu and Changsha, we have purchased and leased automobiles from third

parties for our operating lease.

The daily management and timely maintenance of leased automobiles will have a significant effect on the

stability and potential growth of our income from leasing automobiles in the next twelve months.

The effective management, including maintaining

the high turn-over rate of our automobiles through our proprietary system and experienced auto-management team could provide in-time delivery

and qualified automobiles to potential lessees, either for personal use or providing online ride-hailing services.

As of March 31, 2025,

for parking and management of automobiles for operating lease, we had one parking lot and 3 employees in Changsha, and we also share the

parking lot with our equity investee company, Jinkailong in Chengdu.

During the years ended March 31, 2025 and 2024, the average utilization

of the automobiles for operating lease was approximately 89.0% and 79.7%, respectively.

Service Offerings and Pricing

growth of our revenue depends on our ability to improve existing solutions and services provided, continue identifying evolving business

needs, refine our collaborations with business partners and provide value-added services to our customers.

The attraction of new automobile

leases depends on our leasing solutions with attractive rental price and flexible leasing terms.

We have also adopted a series of pricing

formulas to adopt the market changes, considering the historical and future expenditure, remaining available leasing months and market

price to determine our rental price for varied rental solutions.

Furthermore, our product designs affect the type of automobile leases

we attract, which in turn affect our financial performance.

The attraction of new customers depends on the comprehensive income they

could earn from our own or Partner Platforms, which is mainly affected by the number of orders distributed to them through our platform

and the amount of the incentives paid to them from platforms.

Our revenue growth also depends on our abilities to effectively price our

services, which enables us to attract more customers and improve our profit margin.

to Retain Key Business Cooperators

Historically, we have set

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online ride-hailing platforms, local NEVs leasing companies, and travel service providers to develop our Automobile Transaction and Related

Services and Online Ride-hailing Platform Services.

We earned commission or services fee from them, purchased and leased automobiles for

our business at a favorable price.

The close relationships have provided us with the necessary capacity to support the development of

our online ride-hailing platform and leasing business.

To retain these valuable cooperators and continuously explore opportunities to

collaborate with them in more areas is important to us to have considerable resources to support the exploration and expansion of our

business into new cities.

Ability to Collect Receivables on a Timely Basis

For receivables from

Auto Operating Leasing, we usually settle the rental income with each online ride-hailing driver monthly based on the product

solutions they chose.

We earned commissions or services fees from them, purchased and leased automobiles for our business at a favorable price.

close relationships have provided us with the necessary capacity to support the development of our online ride-hailing platform and leasing

To retain these valuable cooperators and continuously explore opportunities to collaborate with them in more areas is important

to us to have considerable resources to support the exploration and expansion of our business into new cities.

in order to strengthen our market position in certain cities, our subsidiaries, Hunan Ruixi and Jiekai, have built up cooperation relationships

with Partner Platforms, such as Hunan Didi Technology Co., Ltd., Chengdu Anma Zhixing Technology Co., Ltd., Sichuan Peitu Kuaixing Technology

And Chongqing Yiqizhao Technology Co., Ltd.

Chengdu Branch, whereby the online ride-hailing requests and orders shall be completed

on Partner Platforms utilizing the network of cars and drivers of us while Hunan Ruixi and Jiekai earned rental income from drivers and

earned commissions from Partner Platforms.

to Collect Receivables on a Timely Basis

receivables from Auto Operating Leasing, we usually settle the rental income with each online ride-hailing driver monthly based on the

product solutions they chose.

In accordance with the development of the operating lease business, our Partner Platforms, such as Gaode,

agree to temporarily “lock-up” the fares of the rides which Active Drivers earn from the platform to ensure the timely

collection of its rental receivables from those Active Drivers.

As of March 31, 2024, we had accounts receivable of operating lease

of approximately $19,000 in total.

Besides, during the year ended March 31, 2024, we settled our commissions with the Partner

Platforms for our online ride-hailing platform services and automobile rental income on a monthly basis.

As of March 31, 2024, we

had accounts receivable of online ride-hailing service fees of approximately $14,000 in total.

We used to advance the purchase price

of automobiles and all service expenses when we provide related services to the purchasers.

We collect the receivables due from

automobile purchasers from their monthly installment payments during the relevant affiliation periods.

As of March 31, 2024, we had

accounts receivable of approximately $3,000 and advanced payments of approximately $3,000 due from the historical automobile

The efficiency of collection

of the monthly and weekly payments has a material impact on our daily operation.

Our risk and asset management department has set up a

series of procedures to monitor the collection from drivers.

Our business department has also set up a stable and close relationship with

cooperated platform to ensure the timely collection of commissions.

The accounts receivable and advance payments may increase our liquidity

We have used the majority of the proceeds from our equity offerings and plan to seek equity and/or debt financings to pay for the

expenditure related to the automobile purchase.

To pay for the expenditure in advance will enhance the stability of our daily operation

and lower the liquidity risk, and attract more customers.

Ability to Manage Defaults and Potential Guarantee Liability Effectively

We manage the credit risk

arising from the default of automobile purchasers and lessees by performing credit checks on each automobile purchaser or lessee based

on the credit reports from People’s Bank of China and third-party credit rating companies, and personal information including residence,

ethnicity group, driving history and involvement in legal proceeding.

Our risk department continuously monitors the payment by each purchaser

and sends them payment reminders.

We also keep monitoring the daily gross fare earned by the online ride-hailing drivers, who are our

majority customers and run their business through our online ride-hailing platform during the year ended March 31, 2024.

We do this so

that we can evaluate their financial conditions and provide them with assistance including the transfer of automobile to a new driver

if they are no longer interested in providing ride-hailing services or are unable to earn enough income to make monthly lease/loan payments.

In addition, certain

automobiles are used as collateral to secure purchasers’ payment obligations under the financing arrangements in prior years.

As of March 31, 2024, Hunan Ruixi did not have any guarantee liabilities due to financial institutions while accumulated 108 online

ride-hailing drivers we serviced rendered their automobiles to Hunan Ruixi for sublease or sale.

In general, most of the defaulted

automobile purchasers who want to remain in online ride-hailing business would pay the default amounts within one to three months.

Our risk management department typically starts to interact with overdue purchasers if they have missed one monthly installment

However, if the balances are overdue for more than two months or the purchasers decide to exit the online ride-hailing

business and sublease or sell their automobiles, we would fully record allowance for credit losses against receivables from those

For the years ended March 31, 2024 and 2023, we recognized provision for credit losses of $4,209 and $0, respectively,

against receivables from these purchasers served by Hunan Ruixi.

For the years ended March 31, 2024 and 2023, we recognized

approximately $500 and $7,300, respectively, expenses for the guarantee services as the drivers exited the online ride-hailing

business and would no longer make the monthly repayments to us.

During the years ended March 31, 2024 and 2023, 19 and 86 rendered

automobiles have been sold, 7 and 49 rendered automobiles have been sub-leased to other customers, respectively.

By selling and

subleasing automobiles, we believe we can cope with the defaults and control associated risks.

agree to temporarily “lock-up” the fares of the rides which the driver earned from the platform to ensure the timely collection

of our rental receivables from them.

As of March 31, 2025, we had accounts receivable of operating lease of approximately $20,000 in

Besides, during the year ended March 31, 2025, we settled our commissions with the Partner Platforms for our online ride-hailing

platform services and automobile rental income on a monthly basis.

efficiency of collection of the monthly and weekly payments has a material impact on our daily operation.

Our risk and asset management

department has set up a series of procedures to monitor the collection from drivers.

Our business department has also set up a stable

and close relationship with Partner Platforms to ensure the timely collection of commissions.

The accounts receivable and advance payments

may increase our liquidity risk.

We have used the majority of the proceeds from our equity offerings and plan to seek equity and/or debt

financings to pay for the expenditure related to the automobile purchase.

To pay for the expenditure in advance will enhance the stability

of our daily operation and lower the liquidity risk, and attract more customers.

to Manage Defaults Effectively

manage the credit risk arising from the default of automobile purchasers and lessees by performing credit checks on each automobile purchaser

or lessee based on the credit reports from People’s Bank of China and third-party credit rating companies, and personal information

including residence, ethnicity group, driving history and involvement in legal proceeding.

Our risk department continuously monitors

the payment by each purchaser and sends them payment reminders.

We also keep monitoring the daily gross fare earned by the online ride-hailing

drivers, who are our majority customers and run their business through our Partner Platforms during the year ended March 31, 2025.

do this so that we can evaluate their financial conditions and provide them with assistance including the transfer of automobile to a

new driver if they are no longer interested in providing ride-hailing services or are unable to earn enough income to make monthly lease/loan

We also charge default expenses from customers for their behaviors violated to the contracts.

Further, the automobiles

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As of March 31, 2025, the total value of non-collateralized automobiles

was approximately $255,000.

We believe our risk exposure of financing leasing is immaterial as we have experienced limited default cases

and we are able to re-lease those automobiles to drivers under financing leases.

Actual Impact of Coronavirus (COVID-19) in China on Our Business

Our Automobile Transactions

and Related Services have been gradually recovering from the adverse impact of COVID-19 pandemic.

As of March 31, 2024, 108 online ride-hailing

drivers we serviced rendered their automobiles to Hunan Ruixi.

As most of the leasing term of the automobiles we delivered in Changsha

in prior periods has come to the end, during the year ended March 31, 2024, the number of newly rendered automobiles decreased to 0 as

compared with 7 during the year ended March 31, 2023.

On the other hand, the number of the completed orders through our online ride-hailing

platform had significant decrease in December 2022 due to the infection peak after China lifted the prevention and control of COVID-19.

Our cash flow had been adversely

impacted by local resurgences of COVID-19 in Chengdu, Changsha and Guangzhou while the COVID-19 measures in China kept applying the current

control and prevention measures especially from September to November 2022, which had negative impact on the online ride-hailing market

accordingly due to travel restriction.

Any of these factors related

to COVID-19 and other similar or currently unforeseen factors beyond our control could have an adverse effect on our overall business

environment, causing uncertainties in the regions in China where we conduct business, and causing our business to suffer in ways that

we cannot predict and materially and adversely impact our business, financial condition and results of operations.

Ability to Manage and Maintain Ride-Hailing Business

Due to the fierce competition

of online ride-hailing industry in Chengdu and Changsha, our ability to increase our revenue over time may be limited if we focus only

on our current Automobile Transaction and Related Services business model.

As part of our strategy to provide an all-encompassing solution

for online ride-hailing drivers, we have expanded our services to drivers through the operation of Xixingtianxia, our own online ride-hailing

We generate revenue from commissions earned from each completed order, which represent the difference between an upfront quoted

fare and the amount earned by a driver based on actual time and distance for the ride charged to the rider.

As the aggregation platforms

distribute the demand orders to different online ride-hailing platforms, the flow of drivers in our area of operations is enhanced, leading

to a higher probability that more ride orders will be distributed to our platform, which in turn will increase the revenue of the drivers

who use our platform (and our revenue).

This also allows us to attract more drivers to engage their online ride-hailing business on our

Through a series of promotion and effective daily management and training services, we expect our own online ride-hailing platform

will offer us a stable revenue source which can also help grow our automobile financing and leasing business.

Besides, we are dealing

with other trip platforms to attract more riders choosing their trip through our platform.

Pursuant to the cooperation

agreement signed with Didi Chuxing Technology Co., Ltd.

(“Didi”) for our Automobile Transaction and Related Services, we may

be penalized by Didi, or our partnership with Didi may be terminated as we now operate a business competitive with Didi.

service fees we earned from Didi for automobile transaction and related services currently represent less than 0.1% of our total revenue.

Therefore, we believe that the risk of termination of cooperation with Didi on automobile transaction and related services will not have

a material influence on our business or results of operations.

If we could not maintain

the scale of the online ride-hailing drivers who use our platform which may cause we could not generate sufficient revenue and we may

have a larger cash outflow in our daily operations in the next twelve months.

Our cash flow situation may worsen if the economy in China

does not improve as expected.

Ability to Compete Effectively

Our business and results

of operations depend on our ability to compete effectively.

Overall, our competitive position may be affected by, among other things,

our service quality and our ability to price our solutions and services competitively.

We will set up and continuously optimize our own

business system to improve our service quality and user experience.

Our competitors may have more resources than we do, including financial,

technological, marketing and others and may be able to devote greater resources to the development and promotion of their services.

will need to continue to introduce new or enhance existing solutions and services to continue to attract automobile dealers, financial

institutions, car buyers, lessees, ride-hailing drivers and other industry participants.

Whether and how quickly we can do so will have

a significant impact on the growth of our business.

Market Opportunity and Government Regulations in China

The demand for our services

depends on overall market conditions of the online ride-hailing industry in China.

The continuous growth of the urban population places

increasing pressure on the urban transportation and the improvement of living standards has increased the market demand for quality travel

Traditional taxi service is limited, and the emerging online platforms have created good opportunities for the development of

the online ride-hailing service market.

The market value is expected to increase from RMB354.7 billion in 2024 to RMB751.3 billion in

2028, owing to rising consumer demand for economical mobility options and an amplified penetration of shared mobility services, especially

in lower-tier cities.

According to the 53th Statistical report on Internet Development in China published in March 2024 by the China Internet

Network Information Center (the “CNNIC”), the number of online ride-hailing service users had reached 528 million by the end

of December 2023, and took approximately 48.3% of the total number of Chinese internet users.

In addition, in recent years, aggregation

platforms have gained rising significance in the shared mobility industry.

According to Frost & Sullivan, the portion of ride hailing

orders fulfilled through aggregation platforms increased from 3.5% in 2018 to 30.0% in 2023, and is expected to further increase to 49.0%

The online ride-hailing industry is also facing increasing competition in China and is attracting more capital investment.

example, Dida Inc., Chenqi Technology Limited and CaoCao Inc.

have filed their prospectuses to the Stock Exchange of Hong Kong Limited

in March 2024 and April 2024, respectively.

However, the participants

in the online ride-hailing industry are facing the increasingly fierce competitions.

According to the Ministry of Transportation (the

“MOT”) of the People’s Republic of China, as of April 30, 2024, approximately 349 online ride-hailing platforms have

obtained booking taxi operating licenses and the total volume of online ride-hailing orders was approximately 897 million in April 2024

Meanwhile, approximately 2.93 million online booking taxi transportation certificates and approximately 6.96 million online

booking taxi driver’s licenses were issued nationwide in China.

Since 2023, the municipal transportation bureaus in a series of

cities in China have released operational dynamics and risk warnings for the online ride-hailing industry, stating that the online ride-hailing

market has become saturated.

They remind enterprises and practitioners who intend to engage in online ride-hailing services should have

a detailed understanding of relevant regulations, conduct market research, fully consider changes in operating income due to factors such

as supply and demand, market conditions, fluctuations or continuous declines, objectively evaluate the actual income level of industry

practitioners, and make rational and prudent career choices.

The online ride-hailing industry

may also be affected by, among other factors, the general economic conditions in China.

The interest rates and unemployment rates may

affect the demand of ride-hailing services and automobile purchasers’ willingness to seek credit from financial institutions.

economic conditions could also reduce the average income of individual and intensify the competition between platforms.

The platforms

may spend more incentives and increase promotion activities to attract more riders and maintain sufficient online ride-hailing drivers

to provide transportation services to riders.

Should any of those negative situations occur, the volume and value of the automobile transactions

we service will decline, and our revenue and financial condition will be negatively impacted.

In order to manage the rapidly

growing ride-hailing service market and control relevant risks, on July 27, 2016, seven ministries and commissions in China, including

the MOT, jointly promulgated the “Interim Measures for the Administration of Online Taxi Booking Business Operations and Services”

(“Interim Measures”) and amended it on December 28, 2019 and November 30, 2022, which legalizes online ride-hailing services

such as XXTX and requires the online ride-hailing services to meet the requirements set out by the measures and obtain taxi-booking service

licenses and take full responsibility of the ride services to ensure the safety of riders.

On November 5, 2016, the

Municipal Communications Commission of Chengdu City and a number of municipal departments jointly issued the “Implementation Rules

for the Administration of Online Booking Taxi Management Services for Chengdu”, which was abolished and replaced by the updated

was close to the amount of finance lease receivables since it was on a straight-line basis.

We believe our risk exposure of financing

leasing is immaterial as we have experienced limited default cases and we are able to re-lease those automobiles to drivers under financing

to Compete Effectively

business and results of operations depend on our ability to compete effectively.

Overall, our competitive position may be affected by,

among other things, our service quality and our ability to price our solutions and services competitively.

We will set up and continuously

optimize our own business system to improve our service quality and user experience.

Our competitors may have more resources than we

do, including financial, technological, marketing and others and may be able to devote greater resources to the development and promotion

of their services.

We will need to continue to introduce new or enhance existing solutions and services to continue to attract automobile

dealers, financial institutions, car buyers, lessees, ride-hailing drivers and other industry participants.

Whether and how quickly we

can do so will have a significant impact on the growth of our business.

Opportunity and Government Regulations in China

demand for our services depends on overall market conditions of the online ride-hailing industry in China.

The continuous growth of the

urban population places increasing pressure on the urban transportation and the improvement of living standards has increased the market

demand for quality travel in China.

Traditional taxi service is limited, and the emerging online platforms have created good opportunities

for the development of the online ride-hailing service market.

The market value is expected to increase from RMB354.7 billion in 2024

to RMB751.3 billion in 2028, owing to rising consumer demand for economical mobility options and an amplified penetration of shared mobility

services, especially in lower-tier cities.

According to the 55th Statistical report on Internet Development in China published in January

2025 by the China Internet Network Information Center (the “CNNIC”), the number of online ride-hailing service users had

reached 539 million by the end of December 2024, and took approximately 48.7% of the total number of Chinese internet users.

in recent years, aggregation platforms have gained rising significance in the shared mobility industry.

According to Frost & Sullivan,

the portion of ride hailing orders fulfilled through aggregation platforms increased from 3.5% in 2018 to 30.0% in 2023, and is expected

to further increase to 49.0% by 2028.

The online ride-hailing industry is also facing increasing competition in China and is attracting

more capital investment.

For example, Dida Inc.

and Chenqi Technology Limited were listed on the Hong Kong Stock Exchange in June 2024,

and CaoCao Inc.

have filed their prospectuses again to the Stock Exchange of Hong Kong Limited April 2025.

the participants in the online ride-hailing industry are facing increasingly fierce competitions.

According to the Ministry of Transportation

(the “MOT”) of the People’s Republic of China, as of April 30, 2025, approximately 382 online ride-hailing platforms

have obtained booking taxi operating licenses, representing an increase of approximately 9% as compared with the one as of April 30,

And the total volume of online ride-hailing orders was approximately 727 million in April 2025 in China, representing a decrease

of approximately 12% as compared with the one as of April 30, 2024.

Meanwhile, approximately 3.21 million online booking taxi transportation

certificates and approximately 7.48 million online booking taxi driver’s licenses were issued nationwide in China, representing

an increase of approximately 13% and 10% as compared with the ones as of March 31, 2024, respectively.

Since 2023, the municipal transportation

bureaus in a series of cities in China have released operational dynamics and risk warnings for the online ride-hailing industry, stating

that the online ride-hailing market has become saturated.

They remind enterprises and practitioners who intend to engage in online ride-hailing

services should have a detailed understanding of relevant regulations, conduct market research, fully consider changes in operating income

due to factors such as supply and demand, market conditions, fluctuations or continuous declines, objectively evaluate the actual income

level of industry practitioners, and make rational and prudent career choices.

online ride-hailing industry may also be affected by, among other factors, the general economic conditions in China.

The interest rates

and unemployment rates may affect the demand of ride-hailing services and automobile purchasers’ willingness to seek credit from

financial institutions.

Adverse economic conditions could also reduce the average income of individual and intensify the competition

between platforms.

Should any of those negative situations occur, the volume and value of the automobile transactions we service will

decline, and our revenue and financial condition will be negatively impacted.

November 5, 2016, the Municipal Communications Commission of Chengdu City and a number of municipal departments jointly issued the “Implementation

Rules for the Administration of Online Booking Taxi Management Services for Chengdu”, which was abolished and replaced by the updated

version issued on July 26, 2021.

6 unchanged sentences

business in Chengdu and Guangzhou:

(1) the ride-hailing service platform such as XXTX should obtain the online booking taxi operating

(2) the automobiles used for online ride-hailing should obtain the online booking taxi transportation certificate (“automobile

certificate”);

(1) the ride-hailing service platform should obtain the online booking taxi operating license;

the automobiles used for online ride-hailing should obtain the online booking taxi transportation certificate (“automobile certificate”);

(3) the drivers should obtain the online booking taxi driver’s license (“driver’s license”).

Besides, all the new cars used for online ride-hailing in Chengdu should be NEVs since July 2021.

On July 23, 2018, the General

Office of Changsha Municipal People’s Government issued the “Detailed Rules for the Administration of Online Booking Taxi

Management Services for Changsha.” On June 12, 2019, the Municipal Communications Commission of Changsha City further issued “Transfer

and Registration Procedures of Changsha Online Booking of Taxi.” According to the regulations and guidelines, to operate a ride-hailing

business in Changsha requires similar licenses in Chengdu, except those automobiles used for online ride-hailing services are required

to meet certain standards, including that the sales price (including taxes) is over RMB120,000 (approximately $17,000).

In practice, Hunan

Ruixi is also required to employ a safety administrator for every 50 automobiles used for online ride-hailing services and submit daily

operation information of these automobiles such as traffic violation to the Transport Management Office of the Municipal Communications

Commission of Changsha City every month.

On November 28, 2016, Guangzhou Municipal People’s Government also promulgated Interim

Measures for the Management of Online Ride Hailing Operation and Service in Guangzhou, as amended on November 14, 2019.

In addition to the national

online reservation taxi operating license, XXTX and its subsidiaries also obtained the online reservation taxi operating license 29 cities,

including Chengdu, Changsha, Guangzhou, Tianjin, Shenyang, Harbin, Changchun, Nanchang, Xining, Daoxian, two cities in Shandong, Guangxi

Province and Zhejiang, respectively, three cities in Guizhou Province, seven cities in Jiangsu Province, other two cities in Hunan and

Guangdong Province, respectively, and other five cities in Sichuan Province from June 2020 to October 2023, to operate the online ride-hailing

platform services.

Besides, all the

new cars used for online ride-hailing in Chengdu should be NEVs since July 2021.

However, approximately 43%

of our ride-hailing drivers have not obtained the driver’s license for online ride-hailing services as of March 31, 2024 while all

of the cars used for online ride-hailing services which we provided management services have the automobile certificate.

Without requisite

automobile certificate or driver’s license, these drivers may be suspended from providing ride-hailing services, confiscated their

illegal income and subject to fines of up to 10 times of their illegal income.

Starting in December 2019, Didi began to enforce such limitation

on drivers in Chengdu who have a driver’s license but operate automobiles without the automobile certificate.

of ride-hailing drivers who leased our automobiles or used our services have not obtained the driver’s license for online ride-hailing

services as of March 31, 2025 while all of the cars used for online ride-hailing services which we provided management services have the

automobile certificate.

Without requisite automobile certificate or driver’s license, these drivers may be suspended from providing

ride-hailing services, confiscated their illegal income and subject to fines of up to 10 times of their illegal income.

Meanwhile, during

the year ended March 31, 2024, Gaode conducted several rounds of compliance checks in Chengdu and other cities.

Gaode reduced the number

of orders dispatched to XXTX platform as it found certain drivers who provide their online ride-hailing services through our platform

without obtaining the driver’s licenses during the checking time.

Accordingly, we have strengthened the drivers’ qualification

check, and the decrease in the number of drivers without licenses further resulted to the decrease in the number of orders completed through

XXTX platform.

Thus, our revenue from online ride-hailing platform services decreased during the year ended March 31, 2024 as compared

with last year.

Furthermore, according to

the Interim Measures, no enterprise or individual is allowed to provide information for conducting online ride-hailing services to unqualified

vehicles and drivers.

Pursuant to the Interim Measures, XXTX and its subsidiaries may be fined between RMB5,000 to RMB30,000 ($692 to $4,155) for violations of the Interim Measures, including providing online ride-hailing platform services to unqualified drivers

During the year ended March 31, 2024, we have been fined by approximately $76,000 by Traffic Management Bureaus in Chengdu,

Changsha, Guangzhou and Tianjin, of which, approximately $30,000 was further compensated by drivers or cooperated third parties.

are deemed in serious violation of the Interim Measures, our Online Ride-hailing Platform Services may be suspended and the relevant licenses

may be revoked by certain government authorities.

We are in the process of

assisting the drivers to obtain the required certificate and license both for our Automobile Transaction and Related Services and our

Online Ride-hailing Platform Services.

However, there is no guarantee that all of the drivers who run their online ride-hailing business

through our platform would be able to obtain all the certificates and licenses.

Our business and results of operations shall be materially

and adversely affected if our affiliated drivers are suspended from providing ride-hailing services or imposed substantial fines or if

we are found to be in serious violation of the Interim Measures due to the drivers’ failure to obtain requite licenses and/or automobile

certificates in connection with providing services through our platform.

For example, from September 2023 to December 2023, Gaode has

performed a series of compliance check aiming at driver’s license in several cities, including Chengdu and Guangzhou, which caused

the decrease in the number of completed orders through our platform and the decrease in our online ride-hailing platform services accordingly.

The Chinese government has

exercised and continued to exercise substantial control over virtually every sector of the Chinese economy through regulation and state

For example, the Chinese cybersecurity regulator announced on July 2, 2021 that it had begun an investigation of Didi and two

days later ordered that the company’s app be removed from smartphone app stores.

We believe that our current operations are in compliance

with the laws and regulations of the Chinese cybersecurity regulator.

However, the Company’s operations could be adversely affected,

directly or indirectly, by existing or future laws and regulations relating to its business or industry.

Results of Operations for the year ended March 31, 2024 Compared

to the year ended March 31, 2023

the year ended March 31, 2025, Gaode conducted several rounds of compliance checks in Chengdu and other cities and reduced the number

of orders dispatched platforms that allowed drivers to provide services without appropriate licenses or certificates.

We assisted drivers

to obtain the required certificate and license for our Automobile Transaction and Related Services.

However, there was no guarantee that

all of the drivers who run their online ride-hailing business would be able to obtain all the certificates and licenses.

These Partner

Platforms may not allow unqualified drivers who lease our automobiles to drive through these platforms, or reduce their commission income,

so that they may not be able to earn enough income from those Partner Platforms to pay our rental fees.

Our business and results of operations

shall be materially and adversely affected if we could not serve qualified drivers or our served drivers are suspended from providing

ride-hailing services.

Chinese government has exercised and continued to exercise substantial control over virtually every sector of the Chinese economy through

regulation and state ownership.

For example, the Chinese cybersecurity regulator announced on July 2, 2021 that it had begun an investigation

of Didi and two days later ordered that the company’s app be removed from smartphone app stores.

We believe that our current operations

are in compliance with the laws and regulations of the Chinese cybersecurity regulator.

However, the Company’s operations could

be adversely affected, directly or indirectly, by existing or future laws and regulations relating to its business or industry.

of Continuing Operations for the year ended March 31, 2025 Compared to the year ended March 31, 2024

For the Years Ended

$ (1,268,086 )

Cost of revenues

2 unchanged sentences

Provision for credit losses

Impairments of inventories

Stock-based compensations

Stock-based compensation

Total operating expenses

5 unchanged sentences

Loss before income taxes

Income tax benefit

Income tax expense

Net loss from continuing operations

$ (3,467,165 )

1 unchanged sentence

We started generating revenue

from Automobile Transaction and Related Services from our acquisition of Hunan Ruixi on November 22, 2018 and revenue from online ride-hailing

platform services from our acquisition of XXTX on October 23, 2020, respectively.

from Automobile Transaction and Related Services from our acquisition of Hunan Ruixi on November 22, 2018.

Revenue for the year ended

1 unchanged sentence

The decrease was mainly

due to the decrease of revenues from online ride-hailing platform services resulted from the decrease in orders caused by the market competition,

and partly offset by the increase of operating lease revenues from automobile rentals as a result of the expansion and our continuous

“efficiency - improving” strategy of this business.

As we have focused on our

automobile rental and Online Ride-hailing Platform Services business, we expect revenue from our online ride-hailing platform services

and automobile rental to continuously account for a majority of our revenues.

We plan to provide a series of product solutions to sustain

and further increase the number of our automobiles for operating leases.

The following table sets forth the breakdown of

revenues by revenue source for the years ended March 31, 2024 and 2023:

due to the decreased number of automobiles for operating lease.

As we focus on our automobile

rental business, we expect revenue from our automobile rental to continuously account for a majority of our revenues.

We plan to provide

a series of product solutions to sustain and further increase the number of our automobiles for operating leases.

The following table sets

forth the breakdown of revenues by revenue source for the years ended March 31, 2025 and 2024, respectively:

For the Years Ended

1 unchanged sentence

- Operating lease revenues from automobile rentals

- Service fees from NEVs leasing

- Monthly services commissions

- Default revenue

- Financing revenues

- Service fees from NEVs leasing

- Service fees from automobile purchase services

- Service fees from management and guarantee services

- Revenues from sales of automobiles

- Other service fees

Revenue from online ride-hailing platform services

Total Revenue

Revenue from Automobile Transactions and Related Services

Revenue from our automobile

transaction and related services mainly includes operating lease revenues from automobile rentals, monthly services commissions, financing

revenues, service fees from NEVs leasing, service fees from automobile purchase services, service fees from automobile management and

guarantee services, sales revenue of automobiles, and other services fees, which accounted for approximately 88.7%, 4.5%, 1.3%, 1.0%,

0.8%, 0.4%, 0.2% and 3.1%, respectively, of the total revenue from automobile transaction and related services during the year ended March

Meanwhile, operating lease revenues from automobile rentals, service fees from NEVs leasing, monthly services commissions, financing

revenues, service fees from automobile purchase services, service fees from automobile management and guarantee services, sales revenue

of automobiles and other services fees, which accounted for approximately 79.0%, 8.0%, 4.1%, 1.0%, 0.8%, 0.9%, 5.6% and 0.6%, respectively,

of the total revenue from automobile transaction and related services during the year ended March 31, 2023.

Operating lease revenues from automobile rentals

transaction and related services mainly includes operating lease revenues from automobile rentals, service fees from NEVs leasing, monthly

services commissions, default revenue, financing revenues, service fees from automobile purchase services, and other services fees, which

accounted for approximately 82.6%, 5.4%, 4.3%, 3.1%, 2.8%, 1.1% and 0.7%, respectively, of the total revenue during the year ended March

Meanwhile, operating lease revenues from automobile rentals, service fees from NEVs leasing, monthly services commissions, default

revenue, financing revenues, service fees from automobile purchase services and other services fees, which accounted for approximately

88.7%, 1.0%, 4.5%, 2.3%, 1.3%, 0.8% and 1.4%, respectively, of the total revenue during the year ended March 31, 2024.

lease revenues from automobile rentals

We generate revenues from

leasing our own automobiles, sub-leasing automobiles leased from third-parties or rendered by online ride-hailing drivers with their authorization

for a lease term of no more than twelve months.

The increase of rental income of $377,645 or approximately 11% during the year ended March

31, 2024 was mainly due to the increased average utilization of the automobiles for operating lease increased from approximately 64.9%

We leased over 1,400 automobiles with an average monthly rental income of approximately $485 per automobile, resulting in a

rental income of $3,831,037, including rental income of $34,742 from Jinkailong, for the year ended March 31, 2024.

While we leased over

1,800 automobiles with an average monthly rental income of approximately $478 per automobile, resulting in a rental income of $3,453,392,

including rental income of $344,120 from Jinkailong, for the year ended March 31, 2023.

Monthly services commissions

We generated revenues of

$196,099 and $179,241 from the monthly management and related services provided to our Partner Platforms and other companies during the

years ended March 31, 2024 and 2023, respectively.

The increase of $16,858 or approximately 9% was due to that we improved our qualities

of services and we had more Partner Platforms during the year ended March 31, 2024.

Financing revenues

We started our financial

leasing business in March 2019 and began to generate interest income from providing financial leasing services to ride-hailing drivers

in April 2019.

We also charge the customers of our automobile financing facilitation services interest on their monthly payments which

cover purchase price of automobile and our services fees and facilitation fees for terms of 36 or 48 months.

We recognized a total interest

income of $57,677 from an average monthly number of 33 automobiles and $41,738 from an average monthly number of 44 automobiles during

the years ended March 31, 2024 and 2023, respectively.

The increase was due to the monthly payment we charged to customers for financial

leasing increased during the year ended March 31, 2024.

Service fees from NEVs leasing

leasing our own automobiles and sub-leasing automobiles leased from third-parties and related parties or rendered by online ride-hailing

drivers with their authorization for a lease term of no more than twelve months.

The decrease in rental income of $1,030,045 or approximately

26.9% during the year ended March 31, 2025 was mainly due to the decrease in the number of the automobiles leased for operating lease

as well as average monthly rental income per automobile.

We leased 826 automobiles with an average monthly rental income of approximately

$410 per automobile, resulting in a rental income of $2,800,992, including rental income of $46,461 from Jinkailong and other related

parties, for the year ended March 31, 2025.

We leased over 1,400 automobiles with an average monthly rental income of approximately $485

per automobile, resulting in a rental income of $3,831,037, including rental income of $34,742 from Jinkailong, for the year ended March

fees from NEVs leasing

generated revenues of $184,625 and $45,231 from leasing NEVs by charging leases service fees during the year ended March 31, 2025 and

2024, respectively.

The amount of services fees for NEVs leasing were based on our product solutions timely in accordance which adjusted

with different market conditions.

services commissions

generated revenues of $145,227 and $196,099 from the monthly management and related services provided to our Partner Platforms and other

companies during the years ended March 31, 2025 and 2024, respectively.

The decrease of $50,872 or approximately 25.9% was due to decrease

in the number of the automobiles and drivers we served, who ran their business through the Partner Platforms.

generated default revenues of $105,025 and $100,763 from the automobile lessee’s early-termination of the contracts or other

violation behaviors to the contracts during the years ended March 31, 2025 and 2024, respectively.

started our financial leasing business in March 2019 and began to generate interest income from providing financial leasing services

to ride-hailing drivers in April 2019.

We also charge the customers of our automobile financing facilitation services interest on their

monthly payments which cover purchase price of automobile and our services fees and facilitation fees for terms of 36 or 48 months.

recognized a total interest income of $93,473 from an average monthly number of 46 automobiles and $57,677 from an average monthly number

of 33 automobiles during the years ended March 31, 2025 and 2024, respectively.

The increase was due to the monthly payment we charged

to customers and the average number of automobiles served for financial leasing increased during the year ended March 31, 2025.

fees from automobile purchase services and Other Service fees

We generated revenues of

$45,231 and $350,510 from leasing NEVs by charging leases service fees during the years ended March 31, 2024 and 2023, respectively.

amount of services fees for NEVs leasing is based on its product solutions.

The decrease of $305,279 or approximately 87% was mainly due

to that we adjusted our product solutions since January 2023, and more customers chose the solutions with no services fees for NEVs leasing.

Service fees from automobile purchase services and Service fees

from automobile management and guarantee services

We generate revenues from

providing a series of automobile purchase services throughout the automobile purchase transaction process, including sales-type lease.

We had revenue from 22 automobiles purchase transaction during the year ended March 31, 2024 while we had revenue from 15 automobile purchase

services during the year ended March 31, 2023.

As a result, the related service fees generated increased $3,052 from the year ended March

31, 2023 to the year ended March 31, 2024 .

majority of our customers are online ride-hailing drivers.

Some of them also entered into affiliation service agreements in prior periods

with us pursuant to which we provide them post-transaction management services and guarantee services.

The decrease of $23,912 or approximately

60% was due to the decrease in the accumulated number of rendered automobiles which were subsequently rented to ride-hailing drivers whom

we charge rent rather than charging management and guarantee services fee.

We had management and guarantee services for over 30 and 110

automobiles during the years ended March 31, 2024 and 2023, respectively.

Sales of automobiles

We sold two used-automobiles

with income of $8,822 during the year ended March 31, 2024.

Meanwhile, we sold one new and 42 used automobiles with income of $243,065

during the year ended March 31, 2023.

Other service fees

We generate other revenues

from other miscellaneous service fees charged to our customers.

Other services fees increased $97,402, was mainly due to the maintenance

fees of approximately $64,700 charged to our customers pursuant to certain new production solutions adopted during the year ended March

Revenue from online ride-hailing platform services

We generate revenue from

providing services to online ride-hailing drivers to assist them in providing transportation service to the riders though our platform

and earn commissions for each completed order equal to the difference between an upfront quoted fare and the amount earned by a driver

based on actual time and distance for the ride charged to the rider since October 2020.

During the year ended March 31, 2024, approximately

4.9 million rides with gross fare of approximately $15.1 million were completed through our Xixingtianxia platform and we earned online

ride-hailing platform service fees of $2,494,397, after netting off approximately $0.3 million incentives paid to Active Drivers.

decrease was mainly due to fewer completed orders as a result of increased competition and compliance checks conducted by our platform

partner Gaode in Chengdu, during the year ended March 31, 2024.

During the year ended March

31, 2023, approximately 6.1 million rides with gross fare of approximately $19.9 million were completed through our Xixingtianxia platform

and we earned online ride-hailing platform service fees of $3,709,945, after netting off approximately $0.5 million incentives paid to

Active Drivers.

Cost of Revenues

$38,696 and $36,637 from the automobile purchase services during the years ended March 31, 2025 and 2024, respectively.

The increase was

due to the number of automobiles purchase transactions increased to 28 during the year ended March 31, 2025 from 22 in the same period

generate other revenues from other miscellaneous service fees charged to our customers during the years ended March 31, 2025 and 2024.

Other services fees mainly include the maintenance fees charged to our customers pursuant to certain new production solutions.

Cost of revenues represents

(1) the amortization of ROUs, depreciation and rental cost of automobiles, daily maintenance and insurance expense of automobiles which

related to our Auto Operating Leasing of $3,384,761;

(2) technical service charges, insurance and other expenses related to our Online

Ride-Hailing Platform Services of $1,858,557;

and (3) costs of our Auto Sales of $10,539.

Cost of revenues decreased by $1,336,144 or

approximately 20% during the year ended March 31, 2024 as compared with the same period in 2023, mainly due to the decrease of $591,096

in costs of automobiles under operating leases due to the decrease in the average daily maintenance and insurance expense of the automobiles

for operating lease as we used more NEVs in the year ended March 31, 2024, decrease of $436,676 in direct expense and technical service

fees of online ride-hailing platform services due to the decrease in the number of completed orders, and decrease of $308,372 in costs

of our Auto Sales as the number of automobiles sold decreased from 43 to 2.

During the years ended March 31, 2024 and 2023, the costs

of automobiles under operating leases with amount of $472,848 and $509,904, respectively, was from one of our related parties.

We had gross profit of $1,559,463

and $1,492,513, respectively, during the years ended March 31, 2024 and 2023.

The increase of $68,058 was mainly due to the increase in

gross profit in our operating lease, partially offset by the decrease in profit from online ride-hailing platform services and other services.

The following table sets forth the breakdown of gross profit (loss) by major revenue source for the years ended March 31, 2024 and 2023:

the amortization of ROUs, depreciation and rental cost of automobiles, daily maintenance and insurance expense of automobiles which related

to our Auto Operating Leasing.

Cost of revenues decreased by $856,031 or approximately 25.2% during the year ended March 31, 2025 as compared

with the year ended March 31, 2024, mainly due to a decrease in the monthly average number of the automobiles leased from the third parties

for operating lease from 470 in the year ended March 31, 2024 to 293 in the year ended March 31, 2025.

During years ended March 31, 2025

and 2024, we paid $114,368 and $472,848, respectively, to related parties for costs of automobiles under operating leases.

had gross profit of $849,803 and $924,731, respectively, during the years ended March 31, 2025 and 2024.

The decrease of $74,928 was

mainly due to the decrease in gross profit from Auto Operating Leasing.

The following table sets forth the breakdown of gross profit

by major revenue source for the years ended March 31, 2025 and 2024:

For the Years Ended

1 unchanged sentence

- Other Automobile transaction and related Services

- Online Ride-Hailing Platform Services

Total Gross Profit

We had a gross profit of

$446,276 in our automobile operating leasing during the year ended March 31, 2024, which increased by $968,741 from a gross loss of $522,465

$261,723 from our Auto Operating Leasing during the year ended March 31, 2025, which decreased by $174,014 from a gross profit of $435,737

in the year ended March 31, 2024.

The increase was mainly due to the increase in the average utilization of the automobiles for operating

lease from approximately 64.9% to 79.7% and the decrease in the average daily maintenance and insurance expense of the automobiles for

operating lease as we used more NEVs in the year ended March 31, 2024 as compared with the year ended March 31, 2023.

We had a gross profit

of $635,840 in our online ride-hailing platform services during the year ended March 31, 2024, which decreased by $778,872 from a gross

profit of $1,414,712 in the year ended March 31, 2023.

The decrease was attributable to the decrease of gross fare of rides completed

through our Xixingtianxia platform from approximately $6.1 million for the year ended March 31, 2023 to approximately $4.9 million for

the year ended March 31, 2024, respectively.

The decrease of $195,940 in profit of other services was mainly due to the decrease of services

fees for NEVs leasing pursuant to our adjustment on product solutions.

Consequently, the overall gross profit margin increased to approximately

22.9% during the year ended March 31, 2024 from approximately 18.5% during the year ended March 31, 2023.

The increase was mainly due

to the operating leasing had a gross profit margin of 11.6% during the year ended March 31, 2024 as compared with a gross loss (approximately

negative 15.1%) in the year ended March 31, 2023.

It was partially offset by the decrease in the gross profit margin of online ride-hailing

platform services from approximately 38.1% during the year ended March 31, 2023 to approximately 25.5% during the year ended March 31,

Selling, General and Administrative Expenses

The decrease was attributable to the decrease in average monthly rental income from approximately $485

for the year ended March 31, 2024 to approximately $410 for the year ended March 31, 2025, as well as a decrease in the number of the

automobiles leased for operating lease decreased from over 1,400 for the year ended March 31, 2024 to 826 for the year ended March 31,

However, our overall gross margin slightly increased to approximately 25.1% for the year ended March 31, 2025 from approximately

21.4% for the year ended March 31, 2024 due to an increase in revenues from other services with much higher gross margin.

General and Administrative Expenses

Selling, general and administrative

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representing a decrease of $506,093, or approximately 16.2%.

The decrease was attributable to our continuous control on costs and streamline

expenses during the year ended March 31, 2024.

The decrease mainly consists of (1) a decrease of $1,220,672 in salary and employee benefits

as the average monthly number of our employees decreased from 175 to 97;

(2) a decrease of $325,088 in rental and offices expenditure

as a result of reducing office rental and insurance charges during the year ended March 31, 2024;

(3) a decrease of $125,586 in entertainment,

advertising and promotion as we cut down market promotion expenditure in accordance with the market change in the year ended March 31,

(4) a decrease of $112,619 in amortization of automobiles which were rendered to us but have not been sub-leased as our ROUs have

been fully amortized;

(5) a decrease of $98,309 in professional service fees such as financial, legal and market consulting;

decrease in liquidated damages compensation of $86,250 for investors in November 2021 Private Placement incurred during the year ended

March 31, 2023 while no similar expenses during the year ended March 31, 2024.

Provision for credit losses

The decrease was attributable to our continuous control on costs and streamlined

expenses structure during the year ended March 31, 2025.

The decrease mainly consisted of (1) a decrease of $337,946 in salary and employee

benefits as the average monthly number of our employees decreased from 56 for the year ended March 31, 2024 to 52 for the year ended March

and (2) a decrease of $158,958 in offices rental and charges in the year ended March 31, 2025.

for credit losses

We re-evaluated the possibility

of collection of unsettled balances from customers/suppliers of our automobile transactions and related services, and we provided provision

for credit losses of $2,093,199 against receivables from Jinkailong for the year ended March 31, 2025.

We provided provision for credit

losses of $1,703,563 against receivables from Jinkailong, $17,974 against the security deposit not returned for over one year after the

end of the cooperation, and $1,557 and $2,652 against receivable and other receivable for unsettled balances from a historical customer,

respectively, for the year ended March 31, 2024.

October 2023, we entered into three different consulting and services agreements (the “Consulting Agreements”) with three

consultants (the “Consultants”), pursuant to which we engaged the Consultant to provide certain merger and acquisition consulting

service, market research and business development advisory services, and financial consulting services, respectively.

We issued an aggregate

of 1,500,000 shares of our common stock in November 2023 to settle the compensation for the services.

We did not have similar transaction

during the year ended March 31, 2025.

For the year ended March

31, 2024, we re-evaluated the possibility of collection of unsettled balances from customers/suppliers of our automobile transactions

and related services, and provided provision for credit losses of $1,703,563 against receivables from Jinkailong, $17,974 against the

security deposit not returned for over one year after the end of the cooperation, and $1,557 and $2,652 against receivable and other receivable

for unsettled balances from a historical customer, respectively.

While we provided provision for credit losses of $1,484,495 and $3,394,

respectively, against receivables from Jinkailong and a customer we serviced who purchased our automobiles from Yicheng, during the year

ended March 31, 2023.

Impairments of inventories

For the years ended March

31, 2024 and 2023, we evaluated the net realizable value of our inventories and recognized an impairment loss of $0 and $3,085, respectively,

for certain automobiles for sale based on their selling price in the market.

Stock-based compensation

In October 2023, we entered

into three different consulting and services agreements (the “Consulting Agreements”) with three consultants (the “Consultants”),

pursuant to which we engaged the Consultant to provide certain merger and acquisition consulting service, market research and business

development advisory services, and financial consulting services, respectively.

We issued an aggregate of 1,500,000 shares of our common

stock in November 2023 to settle the compensation for the services and recorded $444,300 service expense during the year ended March 31,

Other income, net

31, 2025, we had other income, net of $211,254, which primarily consist of the (1) a gain of approximately $397,000 from deconsolidation

(2) penalty income of approximately $97,000 from the customers;

partially offset by (3) a loss of $197,000 from the termination

of an automobiles purchase agreement;

(4) the expense of approximately $78,000 for processing automobile violation fines;

(5) the expense

of approximately $25,000 for liquidated damages and compensation fee for litigation;

(6) the expense of approximately $20,000 from the

termination of our right-of-use assets for an exhibition hall we leased in Changsha;

and (7) the miscellaneous other income, net of approximately

For the year ended March

2024, we had other income, net of $315,450, which primarily consist of the (1) penalty income of approximately $215,000 from the customers;

(2) income of approximately $35,000 from the disposal of our right-of-use assets and our own vehicles used for operating leases, (3) aggregate

subsidy from the local governments in Changsha and Chengdu of approximately $23,000;

and the miscellaneous income of approximately $42,000.

For the year ended March 31, 2023, we had other income, net of $664,001, which primarily consist of the income of approximately $453,000

from the disposal of our right-of-use assets and our own vehicles used for operating leases;

and the penalty income of approximately $211,000

from the customers.

Interest Expense and Interest Expense on Finance Leases

Interest expense for the

year ended March 31, 2024 was resulted from the borrowings of XXTX from a financial institution for its working capital turnover and Corenel

31, 2024, we had other income, net of $358,192, which primarily consist of (1) penalty income of approximately $215,000 from the customers;

(2) the income of approximately $35,000 from the disposal of our right-of-use assets and our own vehicles used for operating leases;

(3) commission income of approximately $34,000 from an automobile supplier;

(4) aggregate subsidy from the local governments in Changsha

and Chengdu of approximately $23,000;

(5) income of approximately $18,000 from the additional deductions for input tax;

and (6) the miscellaneous

income of approximately $33,000.

Expense and Interest Expense on Finance Leases

We had no interest expense

for the year ended March 31, 2025, while the interest expense for the year ended March 31, 2024 was resulted from the borrowings of Corenel

from a financial institution for its automobile commercial insurance by installment.

Interest expense on finance

leases for the years ended March 31, 2024 and 2023 was $29,088 and $25,675, respectively, representing the interest expense accrued under

financing leases for the leased automobiles Corenel leased from a third-party company, and the leased automobiles rendered to us for sublease

or sale by the online ride-hailing drivers who exited the ride-hailing business.

Change in Fair Value of Derivative Liabilities

Warrants issued in our registered

direct offerings that took place in September 2019, February 2021 and May 2021, and the August 2020 underwritten public offering, and

the November 2021 private placement were classified as liabilities under the caption “Derivative Liabilities” in the consolidated

balance sheet and recorded at estimated fair value at each reporting date, computed using the Black-Scholes valuation model.

in fair value of derivative liabilities for the year ended March 31, 2024 was a gain of $212,949 in total as our stock price as of March

31, 2024 was lower than the price as of March 31, 2023.

The following table sets forth the breakdown of the gain in fair value of derivative

liabilities for the years ended March 31, 2024 and 2023:

expense on finance leases for the years ended March 31, 2025 and 2024 was $15,145 and $29,088, respectively, representing the interest

expense accrued under financing leases for the leased automobiles Corenel leased from a third-party company, and the leased automobiles

rendered to us for sublease or sale by the online ride-hailing drivers who exited the ride-hailing business.

in Fair Value of Derivative Liabilities

issued in our registered direct offerings that took place in June 2019, February 2021 and May 2021, and the August 2020 underwritten

public offering, and the November 2021 private placement were classified as liabilities under the caption “Derivative Liabilities”

in the consolidated balance sheet and recorded at estimated fair value at each reporting date, computed using the Black-Scholes valuation

The change in fair value of derivative liabilities for the years ended March 31, 2025 and 2024 was a gain of $204,242 and $212,949,

respectively.

The following table sets forth the breakdown of the gain in fair value of derivative liabilities for the years ended March

31, 2025 and 2024:

For the Years Ended

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Total Change in Fair Value of Derivative Liabilities

our subsidiaries are subject to enterprise income tax on their taxable income in China at a rate of 25%.

The enterprise income tax is

calculated based on the entity’s global income as determined under PRC tax laws and accounting standards.

All the subsidiaries

in China suffered losses and no tax expense was recorded for the years ended March 31, 2025, while we had current income tax of $20,206

represented the provision of enterprise income tax resulting from the taxable income from Jiekai for the year ended March 31, 2024.

loss from continuing operations

a result of the foregoing, net loss from continuing operations for the year ended March 31, 2025 was $3,467,165, representing a decrease

of $387,041 from net loss of $3,854,206 for the year ended March 31, 2024.

of Discontinued Operations for the year ended March 31, 2025 Compared to the year ended March 31, 2024

For the Years Ended

Cost of revenues

Operating expenses

Selling, general and administrative expenses

Provision for credit losses

Total operating expenses

Loss from operations

Other income (expenses), net

Interest expense

Loss before income taxes

Income tax benefit

Generally, our subsidiaries

are subject to enterprise income tax on their taxable income in China at a rate of 25%.

The enterprise income tax is calculated based

on the entity’s global income as determined under PRC tax laws and accounting standards.

For the year ended March 31, 2024, we had

deferred tax benefit of $29,222.

Our current income tax of $20,206 represented the provision of enterprise income tax resulting from the

taxable income from Jiekai, while all other subsidiaries in China suffered losses thus no income tax expense was recorded for the year

ended March 31, 2024.

As a result of the foregoing,

net loss for the year ended March 31, 2024 was $4,234,214, representing an increase of $443,521 from net loss of $3,790,693 for the year

ended March 31, 2023.

Liquidity and Going Concern

Net loss from discontinued operations

results of discontinued operations mainly consist of the financial figures of our former subsidiary, XXTX.

As of August 20, 2024, we

deconsolidated XXTX and its business result was included in our online ride-hailing platform services before we deconsolidated its financial

generated revenue from providing services to online ride-hailing drivers to assist them in providing transportation service to the riders

though our platform and earned commissions for each completed order equal to the difference between an upfront quoted fare and the amount

earned by a driver based on actual time and distance for the ride charged to the rider since October 2020.

the year ended March 31, 2025, approximately 0.6 million rides with gross fare of approximately $1.8 million were completed through our

Xixingtianxia platform and an average of over 2,100 ride-hailing drivers completed rides and earned income through Xixingtianxia (the

“Active Drivers”) each month.

XXTX earned online ride-hailing platform service fees of $344,241, after netting off approximately

$32,000 incentives paid to Active Drivers.

the year ended March 31, 2024, approximately 4.9 million rides with gross fare of approximately $15.1 million were completed through

our Xixingtianxia platform and an average of over 5,000 Active Drivers each month.

XXTX earned online ride-hailing platform service fees

of $2,494,397, after netting off approximately $0.3 million incentives paid to Active Drivers.

of revenues from discontinued operations represents technical service charges, insurance and other expenses related to Online Ride-Hailing

Platform Services.

During the year ended March 31, 2025, cost of revenues decreased as compared with the year ended March 31, 2024, mainly

due to the decrease in direct expense and technical service fees of online ride-hailing platform services due to the decrease in the

number of completed orders.

General and Administrative Expenses

general and administrative expenses from discontinued operations primarily consisted of (1) $64,734 in salary and employee benefits;

(2) $37,688 in depreciation of office equipment and amortization of intangible assets;

(3) $31,499 in entertainment, advertising and

and (4) other miscellaneous expenses in the year ended March 31, 2025.

primarily consisted of (1) $425,623 in salary and employee benefits;

(2) $399,385 in entertainment, advertising and promotion;

in depreciation of office equipment and amortization of intangible assets;

and (4) other miscellaneous expenses in the year ended March

for credit losses

the year ended March 31, 2025, XXTX provided provision for credit losses of $173,278 against receivables from a prepaid software development

fee and a deposit due to the termination on the development which resulting from the discontinuing of the business.

income(expense), net

the year ended March 31, 2025, XXTX had other income, net of $33,214, which primarily due to the miscellaneous other income in its daily

the year ended March 31, 2024, XXTX had other expense, net of $42,742, which primarily due to the miscellaneous other expense in its

daily operations.

expense from discontinued operations was resulted from the borrowings of XXTX from a financial institution for its working capital turnover.

For the years ended March

31, 2025 and March 31, 2024, XXTX had deferred tax benefit of $4,510 and $29,222, respectively, resulted from deferred tax, while all

the subsidiaries of XXTX suffered losses for the years ended March 31, 2025 and 2024, no income taxes were recorded for the corresponding

period accordingly.

loss from discontinued operations

a result of the foregoing, the net loss from discontinued operations for the year ended March 31, 2025 was $213,647.

While the net loss

from discontinued operations for the year ended March 31, 2024 was $380,008.

and Going Concern

We have financed our operations

primarily through proceeds from our equity offerings, stockholder loans, commercial debt and cash flow from operations.

We had cash and cash equivalents

of $792,299 as of March 31, 2024 as compared to $1,610,090 as of March 31, 2023.

We primarily hold our excess unrestricted cash in short-term

interest-bearing bank accounts at financial institutions.

Our business is capital intensive.

We have considered whether there is substantial doubt about our ability to continue as a going concern due to (1) the net loss of approximately

$4.2 million for the year ended March 31, 2024;

(2) accumulated deficit of approximately $41.4 million as of March 31, 2024;

(3) the working

capital deficit of approximately $2.7 million as of March 31, 2024;

and (4) a purchase commitment of approximately $0.9 million for 100

As of the filing date of this Report, we have entered into a purchase contract with an automobile dealer to purchase a total

of 100 automobiles in the amount of approximately $1.5 million, of which, approximately $0.6 million has been remitted as purchase prepayments.

The remaining purchase commitment of approximately $0.9 million shall be remitted in installment to be completed before March 31, 2025.

primarily through proceeds from our equity offerings, stockholder loans, commercial debt, borrowings from financial institutions and cash

flow from operations.

had cash and cash equivalents of $833,577 as of March 31, 2025 as compared to $737,719 as of March 31, 2024.

We primarily hold our excess

unrestricted cash in short-term interest-bearing bank accounts at financial institutions.

business is capital intensive.

We have considered whether there is substantial doubt about our ability to continue as a going concern

due to (1) the net loss of approximately $3.7 million for the year ended March 31, 2025;

(2) accumulated deficit of approximately $45.1

million as of March 31, 2025;

(3) the working capital deficit of approximately $3.0 million as of March 31, 2025.

We do not believe that the

proceeds from our public offerings and our anticipated cash flows would be sufficient to meet our anticipated working capital requirements

proceeds from our future public offerings and our anticipated cash flows would be sufficient to meet our anticipated working capital requirements

and capital expenditures in the ordinary course of business for the next 12 months from the date of this Report.

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our working capital;

● other available sources of

financing (including debt) from PRC banks and other financial institutions;

other available sources

of financing (including debt) from PRC banks and other financial institutions;

financial support and credit

guarantee commitments from our related parties.

Based on the above considerations,

we are of the opinion that we will probably not have sufficient funds to meet our working capital requirements and debt obligations as

they become due one year from the filing date of this Report, if we are unable to obtain additional financing.

However, there is no assurance

that we will be successful in implementing the foregoing plans or that additional capitals will be available to us on commercially reasonable

terms, or at all.

There are a number of factors that could potentially arise that could undermine our plans, such as (i) changes in the

demand for our services, (ii) PRC government policies, (iii) economic conditions in China and worldwide, (iv) competitive pricing in the

automobile transaction and related service and ride-hailing industries, (v) changes in our relationships with key business partners, (vi)

that financial institutions in China may not able to provide continued financial support to our customers, and (vii) the perception of

PRC-based companies in the U.S.

on the above considerations, we are of the opinion that we will probably not have sufficient funds to meet our working capital requirements

and debt obligations as they become due one year from the filing date of this Report, if we are unable to obtain additional financing.

In addition, there is no assurance that we will be successful in implementing the foregoing plans or that additional capitals will be

available to us on commercially reasonable terms, or at all.

There are a number of factors that could potentially arise that could undermine

our plans, such as (i) changes in the demand for our services, (ii) PRC government policies, (iii) economic conditions in China and worldwide,

(iv) competitive pricing in the automobile transaction and related service and ride-hailing industries, (v) changes in our relationships

with key business partners, (vi) that financial institutions in China may not able to provide continued financial support to our customers,

and (vii) the perception of PRC-based companies in the U.S.

capital markets.

Our inability to secure needed financing when required could require material changes

to our business plans and could have a material adverse effect on our viability and results of operations.

Our inability to secure needed financing when required could

require material changes to our business plans and could have a material adverse effect on our viability and results of operations.

For the Years Ended

Net Cash Provided by Operating Activities

Net Cash Provided by (Used in) Investing Activities

Net Cash Used in Investing Activities

Net Cash Used in Financing Activities

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Cash, Cash Equivalents and Restricted Cash at End of the Year

Cash Flow in Operating Activities

For the years ended March

31, 2024 and 2023, net cash provided by operating activities was $7,241 and $557,837, respectively.

The decrease $550,596 in

net cash provided by operating activities for the year ended March 31, 2024 as compared with the year ended March 31, 2023 was primarily

attributable to (1) decrease of $982,471 in the change of prepayments, other receivables and other assets (both third parties and related

(2) increase of $443,521 in net loss;

(3) decrease of $475,726 in depreciation of property and equipment and amortization of right-of-use

(4) decrease of $560,695 in the change of accrued expenses and other liabilities (both third parties and due to a related party);

and (5) decrease of $309,314 in the change of inventories, partially offset by (5) increase of $1,498,940 in change of fair value of derivative

liabilities (decrease of related gains);

(6) increase of $444,300 in stock-based compensation;

(7) increase of $417,721 resulted from

decrease in the gain on disposal of equipment compared with last year and (8) increase of $237,857 resulted from increased provision for

credit losses compared with prior year.

Cash Flow in Investing Activities

Cash and cash equivalents from discontinued operations

Cash, Cash equivalents and Restricted Cash from continuing operations, End of Year

Flow in Operating Activities

For the year ended March 31,

31, 2024, we had net cash used in investing activities of $569,608.

The majority of net cash used in investing activities was for purchase

of automobiles for operating lease purpose of $671,679, which was partially offset by the proceeds from sales of the used-automobiles

2025, net cash provided by operating activities was $500,303, which consisted of net cash inflows of $574,072 from continuing operations

and net cash outflows of $73,769 from discontinued operations.

While for the year ended March 31, 2024, net cash provided by operating

activities was $7,241, which consisted of net cash inflows of $310,241 from continuing operations and net cash outflows of $303,000 from

discontinued operations.

The increase of $263,831 in

net cash provided by operating activities from continuing operations for the year ended March 31, 2025 as compared with the year ended

March 31, 2024 was primarily attributable to (1) decrease of $387,041 in net loss;

(2) increase of $367,453 in the provision for credit

(3) increase of $265,541 in the change of Operating lease liabilities (both third parties and related parties);

of $210,973 in the change of other receivables due from related parties;

(5) the loss of $196,777 from termination of automobiles purchase;

and partially offset by (6) non-incurrence of $444,300 in stock-based compensation in the year ended March 31, 2025 as compared with

it in the same period in 2024;

(7) the gain of $397,003 from deconsolidation of XXTX;

(8) decrease of $138,510 in the change of balance

due to related parties;

(9) decrease of $107,702 in amortization of right-of-use assets;

and (10) decrease of $96,024 in the change of

accounts receivable (both third parties and a related party).

Flow in Investing Activities

For the year ended March

31, 2025, we had net cash used in investing activities of $464,778, which consisted of the net cash outflows of $464,827 from continuing

operations and net cash inflows of $49 from discontinued operations.

The majority of net cash used in investing activities from continuing

operations was (1) a loan to a related party of $336,397;

(2) the cash of $143,589 released upon disposal of XXTX, (3) the purchase furniture

for office purpose of $1,602, partially offset by (4) the proceeds from sales of the used automobiles of $16,761.

For the year ended March

31, 2024, we had net cash used in investing activities of $569,608, which consisted of the net cash outflows of $569,767 from continuing

operations and net cash inflows of $159 from discontinued operations.

The majority of net cash used in investing activities was $671,679

paid for the purchase of automobiles for operating lease purpose, and partially offset by the proceeds from sales of the used automobiles

and rendered automobiles of $101,912.

Flow in Financing Activities

For the year ended March

31, 2023, we had net cash provided by investing activities of $320,528.

The majority of net cash provided by investing activities was

for the proceeds from sales of the used-automobiles and rendered automobiles of $1,498,024, which was partially offset by the expenditures

on the licenses of $26,420 for online ride-hailing platforms in different cities in China and purchase of automobiles for operating lease

purpose of $1,151,076.

Cash Flow in Financing Activities

31, 2025, we had net cash used in financing activities of $123,720, which consisted of net cash outflows of $42,427 from continuing operations

and net cash outflows of $81,293 from discontinued operations.

The majority of net cash used in financing activities from continuing operations consisted of:

(1) principal payments made for finance lease liabilities of $44,345;

(2) repayments to a related party of $11,940;

partially offset by

(3) repayments from a related party of $13,858.

While the net cash used in financing activities from discontinued operations consisted of:

(1) repayment of current borrowings to a financial

institution of $59,389;

and (2) repayment to a related party of $21,904.

For the year ended March

31, 2024, we had net cash used in financing activities of $168,340, which primarily consisted of:

(1) loans to related parties and affiliates

of $505,630, (2) principal payments made for finance lease liabilities of $215,443, (3) repayments of current borrowings from a financial

institution of $35,613, partially offset by (4) borrowings from a financial institution of $249,297;

and (5) repayment from a related

31, 2024, we had net cash used in financing activities of $168,340, which consisted of the net cash outflows of $391,605 from continuing

operations and net cash inflows of $223,265 from discontinued operations.

The net cash used in financing activities from continuing operations

primarily consisted of:

(1) principal payments made for finance lease liabilities of $215,443;

(2) repayments to related parties and affiliates

and (3) repayment of current borrowings to a financial institution of $8,445;

partially offset by (4) repayment from a related

party of $339,049.

For the year ended March

31, 2023, we had net cash used in financing activities of $373,834, which primarily consisted of:

(1) principal payments made for finance

lease liabilities of $392,145, (2) repayments of current borrowings from a financial institution of $125,840, partially offset by (3)

repayment from related parties and affiliates of $144,151.

Off-Balance Sheet Arrangements

As of the filing date of

this Report, we have the following off-balance sheet arrangements that are likely to have a future effect on our financial condition,

revenues or expenses, results of operations and liquidity:

While the net cash provided by financing activities from discontinued operations primarily attributable to the borrowings

from a financial institution of $249,297.

Sheet Arrangements

of the filing date of this Report, we have the following off-balance sheet arrangements that are likely to have a future effect on our

financial condition, revenues or expenses, results of operations and liquidity:

Purchase Commitments

On September 23, 2022, we

entered into a purchase contract with an automobile dealer to purchase a total of 100 automobiles for the amount of approximately $1.5

million, of which approximately $0.6 million has been remitted as purchase prepayments, and we expect to fulfill the purchase commitment

before March 31, 2025.

September 23, 2022, we entered into an automobile purchase agreement with a third party to purchase a total of 100 automobiles for the

amount of approximately $1.5 million, and we have terminated the purchase agreement on March 31, 2025.

As of the filing date of this

Report, we have no purchase commitment.

Contingent Liabilities

As of March 31, 2024, Jinkailong

is required by certain financial institutions to provide guarantee on the lease/loan payments (including principal and interests) of the

automobile purchasers referred by it in prior years.

The maximum contingent liabilities Jinkailong would be exposed to was approximately

$2.9 million, assuming all the automobile purchasers were in default.

As Hunan Ruixi holds 35% of equity interest of Jinkailong and has

not made any consideration towards to the investment, Hunan Ruixi will subject to the maximum amount of RMB3.5 million (approximately

$485,000) of which is equivalent to 35% of liabilities in case Jinkailong is liquidated in accordance with PRC’s company registry

We do not believe our business

and operations have been materially affected by inflation.

Critical Accounting Estimates

Our consolidated financial

statements and accompanying notes have been prepared in accordance with U.S.

The preparation of these consolidated financial statements

and accompanying notes requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and

expenses, and related disclosure of contingent assets and liabilities.

We base our estimates on historical experience and on various other

assumptions that are believed to be reasonable under the circumstances, the results of which form the basis of making judgments about

the carrying values of assets and liabilities that are not readily apparent from other sources.

We have identified certain accounting

estimates that are significant to the preparation of our financial statements.

These estimates are important for an understanding of our

financial condition and results of operation.

Certain accounting estimates are particularly sensitive because of their significance to

financial statements and because of the possibility that future events affecting the estimate may differ significantly from management’s

current judgments.

We believe the following critical accounting estimates involve the most significant estimates and judgments used in

the preparation of our financial statements.

In presenting the consolidated

financial statements in accordance with U.S.

GAAP, management make estimates and assumptions that affect the amounts reported and related

Estimates, by their nature, are based on judgement and available information.

Accordingly, actual results could differ from

those estimates.

On an ongoing basis, management reviews these estimates and assumptions using the currently available information.

in facts and circumstances may cause us to revise our estimates.

we base our estimates on past experience and on various other assumptions

that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities.

Estimates are used when accounting for items and matters including, but not limited to the critical accounting estimates as follows.

When reading our consolidated financial statements, you should consider

our selection of critical accounting policies, the judgment and other uncertainties affecting the application of such policies and the

sensitivity of reported results to changes in conditions and assumptions.

to the Regulations of the State Council on Implementing the Management System for Registered Capital Registration in the Company Law

of the People’s Republic of China issued on July 1, 2024 (the “Registered Capital Registration Implementing Rules”), as Jinkailong

was registered and established before June 30, 2024, its shareholders should fully pay their unpaid subscribed capital before June 30,

As of March 31, 2025, Hunan Ruixi holds 35% of equity interest of Jinkailong and has not made any payments towards to the investment

amounted to RMB3.5 million (approximately $482,000).

According to the Registered Capital Registration Implementing Rules, Hunan Ruixi

shall pay the subscribed capital of Jinkailong before June 30, 2032.

do not believe our business and operations have been materially affected by inflation.

Accounting Estimates

consolidated financial statements and accompanying notes have been prepared in accordance with U.S.

The preparation of these consolidated

financial statements and accompanying notes requires us to make estimates and judgments that affect the reported amounts of assets, liabilities,

revenues and expenses, and related disclosure of contingent assets and liabilities.

We base our estimates on historical experience and

on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis of making

judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

the use of estimates is an integral component of the financial reporting process, our actual results could differ from those estimates.

Some of our accounting policies require a higher degree of judgment than others in their application.

The management determined there

were no critical accounting estimates.

reading our consolidated financial statements, you should consider our selection of critical accounting policies, the judgment and other

uncertainties affecting the application of such policies and the sensitivity of reported results to changes in conditions and assumptions.

Our critical accounting policies and practices include the following:

(i) fair values of financial instruments, including derivative liabilities;

(i) fair values of financial instruments, including derivative

(ii) accounts receivable, net;

(iii) property and equipment,

(iv) intangible assets, net;

(v) revenue recognition;

and (vi) leases - lessee.

See Note 3—Summary of Significant Accounting

Policies to our consolidated financial statements for the disclosure of these accounting policies.

We believe the following accounting

estimates involve the most significant judgments used in the preparation of our financial statements.

(a) Derivative liabilities

A contract is designated

as an asset or a liability and is carried at fair value on a company’s balance sheet, with any changes in fair value recorded in

a company’s results of operations.

We then determine which options, warrants and embedded features require liability accounting

and records the fair value as a derivative liability by using Black-Scholes model.

The changes in the values of these instruments are

shown in the accompanying consolidated statements of operations and comprehensive loss as “change in fair value of derivative liabilities”.

(b) Allowance

for credit losses

In June 2016, the FASB issued

2016-13, “Financial Instruments — Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments,”

which requires us to measure and recognize expected credit losses for financial assets held and not accounted for at fair value through

We adopted this guidance effective April 1, 2023.

ASC 326 introduces an approach based on expected losses to estimate the

allowance for credit losses, which replaces the previous incurred loss impairment model.

The adoption of this guidance did not have a

material impact on our consolidated financial statements.

Accounts receivable are recognized and carried at original invoiced amount less

an estimated allowance for credit losses.

We estimate the allowance for credit losses based on an analysis of the aging of accounts receivable,

assessment of collectability, including any known or anticipated economic conditions, customer-specific circumstances, recent payment

history and other relevant factors.

The balance of other receivables

is unsecured and is reviewed periodically to determine whether their carrying value has become impaired.

We consider the balances to be

impaired if the collectability of the balances becomes doubtful.

We use the individual specific

valuation method to estimate the allowance for uncollectible balances.

The allowance is also based on management’s best estimate

of specific losses on individual exposures, as well as a provision on historical trends of collections and utilizations.

Actual amounts

received or utilized may differ from management’s estimate of credit worthiness and the economic environment.

As of March 31, 2024 and 2023, the allowance for credit losses represented

approximately 4.3% and 0% of gross accounts receivable balances, respectively.

The provision is recorded against accounts receivable balances,

with a corresponding charge recorded in the consolidated statements of operations and comprehensive loss.

Delinquent account balances

are written-off against the allowance for credit losses after management has determined that the likelihood of collection is not probable.

Allowance for credit losses balances amounted to $1,545 and $0 as of March 31, 2024 and 2023, respectively for accounts receivable.

for credit losses balances amounted to $20,474 and $0 as of March 31, 2024 and 2023, respectively for deposits and other receivables.

Allowance for credit losses balances amounted to $3,099,701 and $1,481,036 as of March 31, 2024 and 2023, respectively, for amount due

from a related party.

Finance and operating lease

ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term.

Since the implicit rate for our leases is not readily determinable, we use our incremental borrowing rate based on the information available

at the commencement date in determining the present value of lease payments.

The incremental borrowing rate is the rate of interest that

we would have to pay to borrow, on a collateralized basis, an amount equal to the lease payments, in a similar economic environment and

over a similar term.

Lease terms used to calculate

the present value of lease payments generally do not include any options to extend, renew, or terminate the lease, as we do not have reasonable

certainty at lease inception that these options will be exercised.

We generally consider the economic life of its operating lease ROU

assets to be comparable to the useful life of similar owned assets.

We have elected the short-term lease exception;

therefore, operating

lease ROU assets and liabilities do not include leases with a lease term of twelve months or less.

The leases generally do not provide

a residual guarantee.

The finance or operating lease ROU asset also excludes lease incentives.

Lease expense is recognized on a straight-line

basis over the lease term for operating lease.

Meanwhile, we recognize the finance leases ROU assets and interest on an amortized cost

The amortization of finance ROU assets is recognized on a straight-line basis as amortization expense, while the lease liability

is increased to reflect interest on the liability and decreased to reflect the lease payments made during the period.

Interest expense

on the lease liability is determined each period during the lease term as the amount that results in a constant periodic interest rate

of the automobile loans on the remaining balance of the liability.

We review the impairment

of our ROU assets consistent with the approach applied for our other long-lived assets.

We review the recoverability of its long-lived

assets when events or changes in circumstances occur, indicating that the carrying value of the asset may not be recoverable.

The assessment

of possible impairment is based on its ability to recover the carrying value of the asset from the expected undiscounted future pre-tax

cash flows of the related operations.

We have elected to include the carrying amount of operating lease liabilities in any tested asset

group and include the associated operating lease payments in the undiscounted future pre-tax cash flows.

(d) Impairment of long-lived

Long-lived assets, including property and equipment

and intangible assets with finite lives are reviewed for impairment whenever events or changes in circumstances (such as a significant

adverse change to market conditions that will impact the future use of the assets) indicate that the carrying value of an asset may not

be recoverable.

We assess the recoverability of the assets based on the undiscounted future cash flows the assets are expected to generate

and recognize an impairment loss when estimated undiscounted future cash flows expected to result from the use of the asset plus net proceeds

expected from disposition of the asset, if any, are less than the carrying value of the asset.

If an impairment is identified, we would

reduce the carrying amount of the asset to its estimated fair value based on a discounted cash flows approach or, when available and appropriate,

to comparable market values.

For the years ended March 31, 2024 and 2023, we did not recognize impairment

for property and equipment and intangible assets.

Valuation of deferred tax assets

Deferred tax assets are reduced

by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets

will not be realized.

Current income taxes are provided for in accordance with the laws of the relevant taxing authorities.

(iii) property and equipment, net;

(iv) revenue recognition;

and (v) leases - lessee.

Note 3—Summary of Significant Accounting Policies to our consolidated financial statements for the disclosure of these accounting

Quantitative and Qualitative Disclosures about Market Risk

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What changed 10-K

Item 7. Management’s Discussion and Analysis