UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(MARK ONE)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the quarter ended June 30, 2024
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number: 333-234358
Pony Group Inc.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware | | 83-3532241 |
(State or other jurisdiction of
incorporation or organization) | | (I.R.S. Employer
Identification No.) |
Engineer
Experiment Building, A202
7 Gaoxin South Avenue, Nanshan District
Shenzhen, Guangdong Province
People’s Republic of China
(Address of principal executive offices)
+86 755 86665622
(Issuer’s telephone number)
Securities
registered pursuant to Section 12(b) of the Act:
Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common Stock | | PNYG | | None |
Indicate
by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes ☒
No ☐
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405
of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required
to submit such files). Yes ☒ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller
reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | | Accelerated filer | ☐ |
Non-accelerated filer | ☒ | | Smaller reporting company | ☒ |
| | | Emerging growth company | ☒ |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As
of August 14, 2024, there were 11,500,000 shares of common stock, par value $0.001 per share, issued and outstanding.
PONY GROUP INC.
FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 2024
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
Item 1. Interim Financial Statements.
PONY GROUP INC., AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
|
|
June 30,
2024 |
|
|
December 31,
2023 |
|
|
|
(Unaudited) |
|
|
|
|
Assets |
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
9,981 |
|
|
$ |
16,578 |
|
Accounts receivable |
|
|
16,697 |
|
|
|
20,224 |
|
Other receivables |
|
|
409 |
|
|
|
260 |
|
Total current assets |
|
|
27,087 |
|
|
|
37,062 |
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
27,087 |
|
|
$ |
37,062 |
|
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders’ Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
1,506 |
|
|
$ |
- |
|
Other payable-related parties |
|
|
575,812 |
|
|
|
503,543 |
|
Other liabilities |
|
|
44,872 |
|
|
|
51,649 |
|
Total current liabilities |
|
|
622,190 |
|
|
|
555,192 |
|
Total liabilities |
|
|
622,190 |
|
|
|
555,192 |
|
|
|
|
|
|
|
|
|
|
Stockholders’ Equity |
|
|
|
|
|
|
|
|
Common stock, $0.001 par value, 70,000,000 shares authorized, 11,500,000 shares issued and outstanding as of June 30, 2024 and December 31, 2023 |
|
|
11,500 |
|
|
|
11,500 |
|
Additional paid-in capital |
|
|
176,000 |
|
|
|
176,000 |
|
Accumulated other comprehensive income |
|
|
26,411 |
|
|
|
18,790 |
|
Accumulated deficit |
|
|
(809,014 |
) |
|
|
(724,420 |
) |
Total stockholders’ equity |
|
|
(595,103 |
) |
|
|
(518,130 |
) |
Total liabilities and stockholders’ equity |
|
$ |
27,087 |
|
|
$ |
37,062 |
|
The accompanying notes are integral to these unaudited
condensed consolidated financial statements.
PONY GROUP INC., AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| |
For The Three Months Ended June 30, | | |
For The Six Months Ended June 30, | |
| |
2024 | | |
2023 | | |
2024 | | |
2023 | |
| |
| | |
| | |
| | |
| |
Revenue | |
$ | 24,268 | | |
$ | 47,228 | | |
$ | 36,153 | | |
$ | 103,394 | |
| |
| | | |
| | | |
| | | |
| | |
Cost of revenue | |
| 13,313 | | |
| 20,867 | | |
| 21,081 | | |
| 45,471 | |
| |
| | | |
| | | |
| | | |
| | |
Gross profit | |
| 10,955 | | |
| 26,361 | | |
| 15,072 | | |
| 57,923 | |
| |
| | | |
| | | |
| | | |
| | |
Operating expenses | |
| | | |
| | | |
| | | |
| | |
General & administrative expenses | |
| 38,868 | | |
| 71,874 | | |
| 99,596 | | |
| 160,409 | |
Total operating expenses | |
| 38,868 | | |
| 71,874 | | |
| 99,596 | | |
| 160,409 | |
| |
| | | |
| | | |
| | | |
| | |
Loss from operation | |
| (27,913 | ) | |
| (45,513 | ) | |
| (84,524 | ) | |
| (102,486 | ) |
| |
| | | |
| | | |
| | | |
| | |
Other (expense) income | |
| | | |
| | | |
| | | |
| | |
Other (expense) income | |
| (80 | ) | |
| 156 | | |
| (70 | ) | |
| 77 | |
Total other (expense) income | |
| (80 | ) | |
| 156 | | |
| (70 | ) | |
| 77 | |
| |
| | | |
| | | |
| | | |
| | |
Loss before income taxes | |
| (27,993 | ) | |
| (45,357 | ) | |
| (84,594 | ) | |
| (102,409 | ) |
Provision for income tax | |
| - | | |
| - | | |
| - | | |
| - | |
Net Loss | |
$ | (27,993 | ) | |
$ | (45,357 | ) | |
$ | (84,594 | ) | |
$ | (102,409 | ) |
| |
| | | |
| | | |
| | | |
| | |
Other Comprehensive Income | |
| 1,457 | | |
| 16,037 | | |
| 7,621 | | |
| 15,138 | |
Comprehensive loss | |
| (26,536 | ) | |
| (29,320 | ) | |
| (76,973 | ) | |
| (87,271 | ) |
Basic and diluted loss per share of common stock | |
| (0.002 | ) | |
| (0.004 | ) | |
| (0.007 | ) | |
| (0.009 | ) |
Weighted average number of shares outstanding | |
| 11,500,000 | | |
| 11,500,000 | | |
| 11,500,000 | | |
| 11,500,000 | |
The accompanying notes are integral to these unaudited
condensed consolidated financial statements.
PONY GROUP INC., AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGE IN STOCKHOLDERS’
EQUITY
(Unaudited)
For
the Three and Six Months Ended June 30, 2024
| |
Common stock | | |
Additional Paid-In | | |
Accumulated Other Comprehensive Income | | |
Accumulated | | |
| |
| |
Shares | | |
Amount | | |
Capital | | |
(Loss) | | |
Deficit | | |
Total | |
Balance as of December 31, 2023 | |
| 11,500,000 | | |
$ | 11,500 | | |
$ | 176,000 | | |
$ | 18,790 | | |
$ | (724,420 | ) | |
$ | (518,130 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Cumulative Foreign currency translation adjustment | |
| - | | |
| - | | |
| - | | |
| 6,164 | | |
| - | | |
| 6,164 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Net Loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| (56,601 | ) | |
| (56,601 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Balance as of March 31, 2024 | |
| 11,500,000 | | |
| 11,500 | | |
| 176,000 | | |
| 24,954 | | |
| (781,021 | ) | |
| (568,567 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Cumulative Foreign currency translation adjustment | |
| - | | |
| - | | |
| - | | |
| 1,457 | | |
| - | | |
| 1,457 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Net Loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| (27,993 | ) | |
| (27,993 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Balance as of June 30, 2024 | |
| 11,500,000 | | |
$ | 11,500 | | |
$ | 176,000 | | |
$ | 26,411 | | |
$ | (809,014 | ) | |
$ | (595,103 | ) |
For
the Three and Six Months Ended June 30, 2023
| |
Common stock | | |
Additional Paid-In | | |
Accumulated Other Comprehensive Income | | |
Accumulated | | |
| |
| |
Shares | | |
Amount | | |
Capital | | |
(Loss) | | |
Deficit | | |
Total | |
Balance as of December 31, 2022 | |
| 11,500,000 | | |
$ | 11,500 | | |
$ | 176,000 | | |
$ | 6,360 | | |
$ | (549,404 | ) | |
$ | (355,544 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Cumulative Foreign currency translation adjustment | |
| - | | |
| - | | |
| - | | |
| (899 | ) | |
| - | | |
| (899 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Net Loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| (57,052 | ) | |
| (57,052 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Balance as of March 31, 2023 | |
| 11,500,000 | | |
| 11,500 | | |
| 176,000 | | |
| 5,461 | | |
| (606,456 | ) | |
| (413,495 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Cumulative Foreign currency translation adjustment | |
| - | | |
| - | | |
| - | | |
| 16,037 | | |
| - | | |
| 16,037 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Net Loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| (45,357 | ) | |
| (45,357 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Balance as of June 30, 2023 | |
| 11,500,000 | | |
$ | 11,500 | | |
$ | 176,000 | | |
$ | 21,498 | | |
$ | (651,813 | ) | |
$ | (442,815 | ) |
The accompanying notes are integral to these unaudited
condensed consolidated financial statements.
PONY GROUP INC., AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| |
For The Six Months Ended June 30, | |
| |
2024 | | |
2023 | |
| |
| | |
| |
Cash flow from operating activities: | |
| | |
| |
Net Loss | |
$ | (84,594 | ) | |
$ | (102,409 | ) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
| | | |
| | |
Changes in operating assets and liabilities: | |
| | | |
| | |
Accounts receivable | |
| 3,527 | | |
| 1,998 | |
Other receivable | |
| (149 | ) | |
| (16,533 | ) |
Accounts payable | |
| 1,506 | | |
| 436 | |
Other liabilities | |
| (6,777 | ) | |
| 30,155 | |
Cash used in operating activities | |
| (86,487 | ) | |
| (86,353 | ) |
| |
| | | |
| | |
Cash flow from financing activities: | |
| | | |
| | |
Advance from related party | |
| 72,269 | | |
| 53,090 | |
Cash provided by financing activities | |
| 72,269 | | |
| 53,090 | |
| |
| | | |
| | |
Effects of currency translation on cash | |
| 7,621 | | |
| 15,138 | |
| |
| | | |
| | |
Net decrease in cash | |
| (6,597 | ) | |
| (18,125 | ) |
Cash at beginning of the period | |
| 16,578 | | |
| 49,803 | |
Cash at end of period | |
$ | 9,981 | | |
$ | 31,678 | |
The accompanying notes are integral to these unaudited
condensed consolidated financial statements.
PONY GROUP INC., AND SUBSIDIARIES
NOTES FOR THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
NOTE
1 - ORGANIZATION AND PRINCIPAL ACTIVITIES
Organization and Operations
PONY GROUP INC, (the “Company” or
“PONY”) was incorporated on Jan 7, 2019 in the state of Delaware.
On March 7, 2019, the Company entered into and
a stock purchase agreement with Wenxian Fan, the sole owner of PONY LIMOUSINE SERVICES LIMITED (“Pony HK”), a limited liability
company formed under the laws of Hong Kong on April 28, 2016, to acquire 100% equity ownership of Pony HK. Pony HK provides cross boarder
limousine services to its customers and dedicated to developing applications based on Wechat platform. As a result, Pony HK has become
the Company’s wholly owned subsidiary.
On
February 2, 2019, Universe Travel Culture & Technology Ltd. (“Universe Travel”) was incorporated as a wholly-owned PRC
subsidiary of Pony HK.
NOTE 2 - Basis of presentation
and summary of significant accounting policies
Basis of Accounting and Presentation -
The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally
accepted in the United States of America (“U.S. GAAP”).
Use of Estimates - The preparation
of the accompanying unaudited condensed financial statements in conformity with accounting principles generally accepted in the United
States requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure
of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the
reporting period.
Leases-
On March 31, 2022, the Company adopted ASU 2016-02, Leases (Topic 842). For all leases that were entered into prior to the effective date
of Topic 842, the Company elected to apply the package of practical expedients. Based on this guidance the Company did not reassess the
following: (1) whether any expired or existing contracts are or contain leases; (2) the lease classification for any expired or existing
leases; and (3) initial direct costs for any existing leases. The adoption of Topic 842 did not have a material impact on the Company’s
consolidated statements of operations and comprehensive income (loss).
Principles of Consolidation-The
accompanying unaudited condensed financial statements include the financial statements of PONY GROUP INC and its subsidiaries. All inter-company
balances and transactions have been eliminated upon consolidation.
Company | | Date of establishment | | Place of
establishment | | Percentage of legal ownership by
PONY | | | Principal activities |
Subsidiaries: | | | | | | | | | |
Pony HK | | April 28, 2016 | | Hong Kong, PRC | | | 100 | % | | Car services |
| | | | | | | | | | |
Universe Travel | | February 2, 2019 | | Mainland, PRC | | | 100 | % | | Car services and Technological development and operation service |
Cash
and Cash Equivalents – For purpose of the statements of cash flows, the Company considers all highly liquid debt instruments
purchased with a maturity of 90 days or less to be cash equivalents. There is no cash equivalent as of June 30, 2024
and December 31, 2023.
Accounts Receivable –
The customers are required to make payments when they book the services, otherwise, the services will not be arranged. Sometimes, the
Company extends credit to its group clients.
As
of June 30, 2024 and December 31, 2023, accounts receivable were $16,697 and $20,224, respectively. The Company considers accounts
receivable to be fully collectible and determined that an allowance for doubtful accounts was not necessary.
The
Company had two major customers for the six months ended June 30, 2024: XAARPLC (Shenzhen) Technology. , Ltd accounted for
33,89% of the total revenue and MILES LIMITED accounted for 19.46% of the total revenue.
The
Company had four major customers for the six months ended June 30, 2023: Shenzhen Eryuechuer
Culture & Technology., Ltd, accounted for 24.88% of the total revenue. Shenzhen Shangjia Electronic Technology., Ltd and Shenzhen
Zhongke Hengjin each accounted separately for 10.73% of the revenue and in the aggregate 41.46% of the revenue. Hong
Kong Financial Services Institute accounted 11.21% of the total revenue.
The
Company determines the adequacy of reserves for doubtful accounts based on individual account analysis and historical collections. The
Company establishes a provision for doubtful receivables when there is objective evidence that the Company may not be able to collect
amounts due. The allowance is based on management’s best estimates of specific losses on individual exposures, as well as a provision
on historical trends of collections. The provision is recorded against accounts receivable balances, with a corresponding charge recorded
in the consolidated statements of operations and comprehensive income (loss). Actual amounts received may differ from management’s
estimate of credit worthiness and the economic environment. Delinquent account balances are written-off against the allowance for doubtful
accounts after management has determined that the likelihood of collection is not probable.
Revenue
Recognition – The Company recognizes revenue in accordance with ASC 606. The core principle of ASC606 is to recognize
revenue when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to
be received for those goods or services. ASC 606 defines a five-step process to achieve this core principle, which includes: (1) identifying
contracts with customers, (2) identifying performance obligations within those contracts, (3) determining the transaction price, (4)
allocating the transaction price to the performance obligation in the contract, which may include an estimate of variable consideration,
and (5) recognizing revenue when or as each performance obligation is satisfied. Our sales arrangements generally ask customers to pay
in advance before any services can be arranged. The company recognizes revenue when each performance obligation is satisfied. Documents
and terms and the completion of any customer acceptance requirements, when applicable, are used to verify services rendered. The Company
has no returns or sales discounts and allowances because services rendered and accepted by customers are normally not returnable.
Car service
The Company currently provides car services to
individual and group travelers. It currently offers carpooling, airport pick-up and drop-off, and personal driver services for travelers
between Guangdong Province and Hong Kong. It collaborates with car fleet companies and charges a service fee by matching the traveler
and the driver. Redefining the user experience, the Company aims to provide its users with comprehensive and convenient service offerings
and to become a one-stop travel booking resource for travelers. When the traveler selects and initiates a car service request, an estimated
service fee is displayed and the traveler can further decide whether to place the service request or not. Once the traveler places the
ride service request and the Company accepts the service request, a car service agreement is entered into between the traveler and the
Company. Upon completion of the car services, the Company recognizes ride hailing services revenues on a gross basis.
Technological development and operation service
Revenues from technological development service,
including information technology system design and cloud platform development, are recognized monthly by a fixed amount based on the contract.
From
time to time, the Company enters into arrangements to provide technological support and maintenance service applications to its customers.
The Company’s efforts are expended evenly throughout the service period. The revenues for the technological support and maintenance
services are recognized over the support and maintenance services period, usually from 3 months to one year. The Company’s contracts
have a single performance obligation and are primarily on a fixed-price basis. There were no significant returns, refund and other similar
obligations during each reporting period.
Cost
of revenue – For car services, cost of revenue, which is directly related to revenue generating transactions,
primarily consists of driver earnings and driver incentives. For technological development and operation service, cost of revenue
includes the salaries of the development department and the service fee paid
to third party.
Income Taxes –
Income tax expense represents current tax expense. The income tax payable represents the amounts expected to be paid to the taxation authority.
Hong Kong profits tax has been provided at the rate of 16.5% on the estimated assessable profit for the period.
Value added tax (“VAT”)
– Sales revenue derived from the invoiced car service and technological development and operation service is subject to VAT. Prior
to that, due to the fact that Universe Travel was a small and micro enterprise, the Company was subject to a fixed rate of business tax
of 3%.
Foreign Currency Translation
– Pony HK’s functional currency is the Hong Kong Dollar (HK$) and Universe Travel’s functional currency is the Renminbi
(RMB). The reporting currency is that of the US Dollar. Assets, liabilities and equity amounts are translated at the exchange rates as
of the balance sheet date. Income and expenditures are translated at the average exchange rate of the year.
The exchange rates used to translate amounts in
HK$ and RMB into USD for the purposes of preparing the financial statements were as follows:
June 30, 2024 | |
| |
|
Balance sheet | |
HK$7.81 to US $1.00 | |
RMB 7.27 to US $1.00 |
Statement of operation and other comprehensive income | |
HK$7.82 to US $1.00 | |
RMB 7.24 to US $1.00 |
December 31, 2023 | |
| |
|
Balance sheet | |
HK$7.81 to US $1.00 | |
RMB 7.09 to US $1.00 |
June 30, 2023 | |
| |
|
Statement of operation and other comprehensive income | |
HK$7.84 to US $1.00 | |
RMB 6.93 to US $1.00 |
Recent accounting pronouncements
The Company does not believe that any recently
issued but not yet effective accounting standards, if currently adopted, would have a material effect on the unaudited condensed financial
position, statements of operations and cash flows.
NOTE 2 - GOING CONCERN
The
Company had operating losses of $84,594 and $102,409 during the six months ended June 30, 2024
and 2023, respectively.
The
Company has accumulated deficit of $809,014 and working capital deficit of $595,103 as of June 30, 2024. The Company’s continuation
as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations and/or obtain
additional financing, as may be required.
The accompanying financial statements have been
prepared assuming the Company will continue as a going concern; however, the above condition raises substantial doubt about the Company’s
ability to do so. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability
and classification of assets or the amounts and classification of liabilities that may result should the Company be unable to continue
as a going concern.
In order to continue as a going concern, the Company
will need, among other things, additional capital resources. Management’s plans to obtain such resources for the Company include
(1) obtaining capital from the sale of its equity securities, (2) sales of the Company’s products, (3) short-term and long-term
borrowings from banks, and (4) short-term borrowings from stockholders or other related party (ies) when needed. However, management cannot
provide any assurance that the Company will be successful in accomplishing any of its plans.
The ability of the Company to continue as a going
concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually to secure
other sources of financing and attain profitable operations.
NOTE
3 - RELATED PARTY TRANSACTIONS
Wenxian
Fan is the founder of our Company and has been serving as our Chairman of the Board of Directors, Chief Executive Officer and Chief
Financial Officer since its inception. Wenxian Fan loaned
working capital to Pony HK and Universe Travel with no interest and paid on behalf of the
company for certain subcontracted services and employee salaries.
The Company has the following payables to Ms.
Wenxian Fan:
| |
June 30, 2024 | | |
December 31, 2023 | |
To Wenxian Fan | |
$ | 575,812 | | |
$ | 503,543 | |
Total due to related parties | |
$ | 575,812 | | |
$ | 503,543 | |
Universe
Travel entered into a Lease Agreement with Shenzhen Yilutong Technology Co. Ltd (founded by Ms. Wenxian Fan in December 2015.), pursuant
to which the Company rented a portion at Engineer Experiment Building, A202, 7 Gaoxin South
Avenue, Nanshan District, Shenzhen, Guangdong Province, China, encompassing approximately 205 square meters of space for a monthly rent
of RMB 10,000 (approximately $1,376). For details please refer to NOTE
6 - LEASES.
NOTE 4 - MAJOR SUPPLIERS
AND CUSTOMERS
The
Company purchased majority of its subcontracted services from four major suppliers: Shenzhen Yuegang Liantong Car Service., Ltd,
Changying Business Limited, Shenzhen Zhuorui Car Service., Ltd, Shenzhen
Wanjin Yuegang Car Service., Ltd, and, representing 29.63%, 25.42%,
23.82% and 14.20% of the cost, respectively for the six months ended
June 30, 2024.
The
Company purchased a majority of its subcontracted services from Changying Business Limited during the six months ended June 30,
2023 which accounted for 23.89% of the cost.
The
Company had two major customers
for the six months ended June 30, 2024: XAARPLC (Shenzhen) Technology. ,Ltd and MILES LIMITED which accounted for respectively
for 33,89% and 19.46% of gross revenue.
The
Company had four major customers for the six months ended June 30, 2023: Shenzhen Eryuechuer
Culture & Technology., Ltd, accounted for 24.88% of gross revenue. Shenzhen Shangjia Electronic Technology., Ltd and Shenzhen Zhongke
Hengjin each accounted separately for 10.73% of gross revenue and in the aggregate 41.46% of the revenue. Hong
Kong Financial Services Institute accounted 11.21% of gross revenue.
NOTE 5 - COMMON STOCK
As
of June 30, 2024 and December 31, 2023, there were 11,500,000 shares of common stock, par value $0.001 per share, of the registrant
issued and outstanding.
NOTE 6 - LEASES
On March 31, 2022, the Company adopted ASU 2016-02,
Leases (ASC Topic 842). For all leases that were entered into prior to the effective date of Topic 842, the Company elected to apply the
package of practical expedients. The Company leases office space under non-cancelable operating leases, with terms typically ranging from
one to four years. The Company determines whether an arrangement is or includes an embedded lease at contract inception.
Operating lease assets and lease liabilities are
recognized at commencement date and initially measured based on the present value of lease payments over the defined lease term. Lease
expense is recognized on a straight-line basis over the lease term.
On
March 1, 2022, Universe Travel entered into a Lease Agreement with Shenzhen Yilutong Technology Co. Ltd (founded by Ms. Wenxian Fan in
December 2015.), pursuant to which the Company rented a portion at Engineer Experiment Building, A202, 7 Gaoxin South Avenue, Nanshan
District, Shenzhen, Guangdong Province, China, encompassing approximately 205 square meters of space for a monthly rent of RMB 10,000
(approximately $1,391). The lease term was from March 1, 2022 to March 31, 2023.
On April 1, 2023, the Company renewed such lease contract and the term was from April 1, 2023 to
March 31, 2024. On April 1, 2024, the Company renewed the Lease Agreement with Shenzhen Yilutong
Technology Co. Ltd with a one-year term beginning on April 1, 2024 and terminating on March 31, 2025.
NOTE 7 - COMMITMENTS
AND CONTINGENCIES
Legal proceedings
From time to time, we may in the future become
a party to various legal or administrative proceedings arising in the ordinary course of our business, including actions with respect
to intellectual property infringement, violation of third-party licenses or other rights, breach of contract and labor and employment
claims. We are currently not a party to, and we are not aware of any threat of, any legal or administrative proceedings that, in the opinion
of our management, are likely to have any material and adverse effect on our business, financial condition, cash-flow or results of operations.
NOTE 8 - SUBSEQUENT EVENTS
Management has
evaluated subsequent events through August 14, 2024, the date which the financial statements were available to be issued. All subsequent
events requiring recognition as of June 30, 2024 have been incorporated into these financial statements and there are no subsequent events
that require disclosure in accordance with FASB ASC Topic 855, “Subsequent Events.”
Item 2. Management’s Discussion and Analysis of Financial
Condition and Results of Operations
The following discussion and analysis of our
results of operations and financial condition should be read together with our consolidated financial statements and the notes thereto
and other financial information, which are included elsewhere in this Report. Our financial statements have been prepared in accordance
with U.S. GAAP. In addition, our financial statements and the financial information included in this Report reflect our organizational
transactions and have been prepared as if our current corporate structure had been in place throughout the relevant periods.
Overview
We were incorporated in the State of Delaware
on January 7, 2019. We are a travel service provider. We currently provide car services to individual and group travelers. We currently
offer carpooling, airport pick-up and drop-off, and personal driver services for travelers between Guangdong Province and Hong Kong. We
collaborate with car fleet companies and charge a service fee by matching the traveler and the driver. We officially launched our online
service through our “Let’s Go” mobile application in December 2019 to provide multi-language services to international
travelers coming to visit China. Redefining the user experience, we aim to provide our users with comprehensive and convenient service
offerings and become a one-stop travel booking resource for travelers. While network scale is important, we recognize that transportation
happens locally. We currently operate in two markets – Guangdong Province and Hong Kong and plan to expand our offering in more
oversea markets.
Plan of Operations
In January 2019, we started our Research and Development
(“R&D”) project mobile Lets Go App (“App”) designed to have multi-language interface to attract users from
around the world, focusing on providing one-stop travel services to foreigners traveling in China, for both leisure and business.
In April 2019, we rolled out basic version which
supports carpooling, car rental, airport pick-up and/or drop-off, etc., ready for download at Apple App store; the basic version has an
interface in Chinese language only. In May 2019, we rolled out the second version which has an enhanced interface in both Chinese and
English language which supports payment through PayPal. By the end of 2019, we rolled out third version of the App which has multi-language
interface to attract users from all-over the world. In January 2020, we officially launched the App.
We intend to attract users from outside of China
to use our App and expand our offerings on the App to serve as a one-stop shop to book tickets, reserve hotels, rent a car and hire English
speaking drivers.
Our goal is to grow to an international player
in the travel service market. To accomplish such goal, we will cooperate with other businesses which have capital, marketing and technology
resources or products. We expect to recruit more workforce and talents, and develop new technologies and products.
Results of Operations
For the
three and six months ended June 30, 2024 compared to June
30, 2023
Revenue
For the three months ended June 30, 2024 and 2023,
revenues were $24,268 and $47,228, respectively, with a decrease of $22,960 over the same period in 2023. The decrease was due to Universe
Travel providing technology development services to Shenzhen Eryuechuer Culture & Technology., Ltd in the amount of $25,717 during
the three month ended June 30, 2023. There was no technology development service provided for the same period ended 2024, thus revenue
decreased in such quarter.
For the six months ended June 30, 2024 and 2023,
revenues were $36,153 and $103,394 respectively, with a decrease of $67,241 over the same period in 2023. The decrease in revenue was
mainly due to the Company not providing technology development service to the Company’s clients for the six months ended June 30,
2024. From January to June 2023, Universe Travel provided technology development services to three major clients, Shenzhen Eryuechuer
Culture & Technology., Ltd, Shenzhen Shangjia Electronic Technology., Ltd and Shenzhen Zhongke Hengjin Technology Co., Ltd, which
generated $63,603 revenue for the Company during the six month ended June 30, 2023. As a result, the Company’s revenue decreased
compared with the same period last year.
Cost of Revenue
Cost
of Revenue for the three months ended June 30, 2024 and 2023 were $13,313 and $20,867, respectively, with a decrease of $7,554
over the same period in 2023. The decrease was mainly due to the decrease of revenue, thus the cost of revenue also decreased accordingly.
Cost of Revenue for the six months ended June
30, 2024 and 2023 were $21,081 and $45,471, respectively, with a decrease of $24,390 over the same period in 2023. The decrease was mainly
due to the decrease of revenue, thus the cost of revenue also decreased accordingly.
Gross Profit
Gross
profits were $10,955 and $26,361 for the three months ended June 30, 2024 and 2023. The gross profit margin as a percentage of
sales were 45.1% and 55.8% for the three months ended June 30, 2024 and 2023, respectively. Since our employees could provide application
development services without additional marginal cost, technology development services have a higher gross profit margin than the other
services we provide. The decrease of gross profit margin for the three months ended June 30, 2024
compared to the same period of 2023 was due to the fact that technology development services accounted for lower proportion of
revenue for the three months ended June 30, 2024.
Gross profits were $15,072 and $57,923 for the
six months ended June 30, 2024 and 2023, respectively. The gross profit margin as a percentage of sales for the six months ending June
30, 2024 and 2023 were 41.7% and 56.0%, respectively. The decrease of gross profit margin for the six months ended June 30, 2024 compared
to the same period of 2023 was due to the fact that technology development services accounted for lower proportion of revenue for the
six months ended June 30, 2024.
Operating Expenses
Operating
expenses for the three months ended June 30, 2024 and
2023 were $38,868 and $71,874, respectively, for a decrease of
$33,006. The decrease of operating expenses was mainly due to decrease of service
fees paid for other consulting services as compared to the prior period.
Operating
expenses for the six months ended June 30, 2024 and 2023 were $99,596 and $160,409, respectively, a decrease of $60,813 from the same
period in 2023. The decrease of operating expenses was mainly due to decrease
of service fees paid for other consulting services as compared to the prior period.
Other (Expense)Income
Other
income consists of interest income and exchange gain (loss) for the three months ended June 30, 2024 and 2023, the net other expense
was $80 compared to net other income $156 for the same period last year. This was mainly due to the change of
exchange rate and the increase of average cash balances.
For the six months ended June 30, 2024 and 2023,
the net other expense was $70 when it was a net other income of $77 in the same period last year. This was mainly due to the change of
exchange rate and the increase of average cash balances.
Liquidity and Capital Resources
We
have suffered recurring losses from operations and have an accumulated deficit of $809,014 as of June 30, 2024. We had a cash balance
of $9,981 and negative working capital of $595,103 as of June 30, 2024. The Company has incurred losses of $84,594 for the six months
ended June 30, 2024. Our financial statements have been prepared assuming we will continue as a going concern; however, the above condition
raises substantial doubt about our ability to do so. The Company has not continually generated significant gross profits. Unless our operations
generate a significant increase in gross profit and cash flows from operating activities, our continued operations will depend on whether
we are able to raise additional funds through various sources, such as equity and debt financing, other collaborative agreements and/or
strategic alliances. Our management is actively engaged in seeking additional capital to fund our operations in the short to medium term.
Such additional funds may not become available on acceptable terms and there can be no assurance that any additional funding that we do
obtain will be sufficient to meet our needs in the long term.
Net
cash used in operating activities for the six months ended June 30, 2024, amounted to $86,487, compared to $86,353 net cash used
in operating activities for the six months ended June 30, 2023.
Net
cash provided by financing activities for the six months ended June 30, 2024, amounted to $72,269, compared to net cash provided
by financing activities of $53,090 in the same period of 2023. The net cash provided by financing activities were from
shareholders who paid certain expenses on behalf of the Company.
Going Concern
The accompanying consolidated financial statements
have been prepared assuming the Company will continue as a going concern; however, the above condition raises substantial doubt about
the Company’s ability to do so. The financial statements do not include any adjustments to reflect the possible future effects on
the recoverability and classification of assets or the amounts and classification of liabilities that may result should the Company be
unable to continue as a going concern.
In order to continue as a going concern, the Company
will need, among other things, additional capital resources. Management’s plans to obtain such resources for the Company include
(1) obtaining capital from the sale of its equity securities, (2) sales of the Company’s services, (3) short-term and long-term
borrowings from banks, and (4) short-term borrowings from stockholders or other related party(ies) when needed. However, management cannot
provide any assurance that the Company will be successful in accomplishing any of its plans. The ability of the Company to continue as
a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually
to secure other sources of financing and attain profitable operations.
Critical Accounting Policies
The discussion and analysis of the Company’s
financial condition and results of operations are based upon the Company’s consolidated financial statements, which have been prepared
in accordance with accounting principles generally accepted in the United States of America. We continually evaluate our estimates, including
those related to bad debts, the useful life of property and equipment and intangible assets, and the valuation of equity transactions.
We base our estimates on historical experience and on various other assumptions that we believed to be reasonable under the circumstances,
the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent
from other sources. Any future changes to these estimates and assumptions could cause a material change to our reported amounts of revenues,
expenses, assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions.
See Note 1 to our unaudited condensed consolidated
financial statements for a discussion of our significant accounting policies.
Off-Balance Sheet Arrangements
As of June 30, 2024, we did not have any off-balance
sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.
Item 3. Quantitative and Qualitative Disclosures
about Market Risk
As a smaller reporting company, we are not required
to make disclosures under this item.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation and supervision
of our Chief Executive Officer and our Chief Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls
and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal
executive officer and principal financial and accounting officer have concluded that as of June 30, 2024, our disclosure controls and
procedures were effective.
Changes in Internal Control over Financial
Reporting
There have been no changes in our internal control
over financial reporting during the year ended December 31, 2023 that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.
PART II — OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 1A. Risk Factors
There have been no material changes in our risk
factors from those disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Not applicable
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures
Not applicable
Item 5. Other Information.
Not applicable
Item 6. Exhibits
The following
exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
SIGNATURES
In accordance with the requirements
of the Exchange Act, the registrant caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
PONY GROUP INC. |
|
|
|
Date: August 14, 2024 |
By: |
/s/ Wenxian Fan |
|
Name: |
Wenxian Fan |
|
Title: |
Chief Executive Officer
(Principal Executive Officer) and
Chief Financial Officer
(Principal Financial Officer) |
14
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In connection with the quarterly
report of Pony Group Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2024 as filed with the Securities and
Exchange Commission on the date hereof (the “Report”), I, Wenxian Fan, Chief Executive Officer of the Company, certify, pursuant
to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that: