UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(MARK ONE)
For the quarter ended
For the transition period from to
Commission file number: [ ]
| (Exact Name of Registrant as Specified in Its Charter) |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
7 Gaoxin South Avenue
People’s Republic of
(Address of principal executive offices)
(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 | ||
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.
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).
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 | ☐ | |
| ☒ | 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 May 16, 2022, there were
PONY GROUP INC.
FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2022
TABLE OF CONTENTS
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PART I - FINANCIAL INFORMATION
Item 1. Interim Financial Statements.
PONY GROUP INC., AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
| March 31, 2022 | December 31, 2021 | |||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivables | ||||||||
| Other receivables | ||||||||
| Other receivables-related parties | ||||||||
| Total current assets | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and Equity | ||||||||
| Current liabilities | ||||||||
| Accounts payable | $ | $ | ||||||
| Other payable- related parties | ||||||||
| Other current liability | ||||||||
| Total current liabilities | ||||||||
| Total liabilities | $ | $ | ||||||
| Equity | ||||||||
| Ordinary shares, $ | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated foreign currency exchange loss | ( | ) | ( | ) | ||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Pony Group Inc stockholders’ equity | ( | ) | ( | ) | ||||
| Total equity | ( | ) | ( | ) | ||||
| Total liabilities and equity | $ | $ | ||||||
| * |
The accompanying notes are integral to these consolidated financial statements.
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PONY GROUP INC., AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
For The Year Ended March 31, | ||||||||
| 2022 | 2021 | |||||||
| Revenue | $ | $ | ||||||
| Cost of revenue | ||||||||
| Gross profit | ( | ) | ||||||
| Operating expenses | ||||||||
| General & administrative expenses | ||||||||
| R&D expense | ||||||||
| Total operating expenses | ||||||||
| Income (loss) from operation | ( | ) | ( | ) | ||||
| Other income (expenses) | ||||||||
| Other income (expense) | ( | ) | ||||||
| Total other income | ( | ) | ||||||
| Loss before income taxes | ( | ) | ( | ) | ||||
| Provision for income tax | ||||||||
| Net Loss | $ | ( | ) | $ | ( | ) | ||
| Net Loss | ( | ) | ( | ) | ||||
| Other Comprehensive Income | ||||||||
| Comprehensive loss | $ | ( | ) | $ | ( | ) | ||
| Basic and diluted earnings (loss) per common share* | $ | ( | ) | $ | ( | ) | ||
| Weighted average number of shares outstanding* | ||||||||
The accompanying notes are integral to these consolidated financial statements.
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PONY GROUP INC., AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGE IN EQUITY
| Common stock | Additional Paid-In | Subscription received in | Accumulated Other Comprehensive Income | Accumulated Earnings | ||||||||||||||||||||||||
| Shares* | Amount | Capital | advance | (Loss) | (Deficit) | Total | ||||||||||||||||||||||
| Balance as of December 31, 2020 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||
| Cumulative Foreign currency translation adjustment | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Net (Loss) | $ | ( | ) | ( | ) | |||||||||||||||||||||||
| - | ||||||||||||||||||||||||||||
| Balance as of March 31, 2021 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||
| Balance as of December 31, 2021 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||
| Cumulative Foreign currency translation adjustment | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Net (Loss) | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Balance as of March 31, 2022 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||
| * |
The accompanying notes are integral to these consolidated financial statements.
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PONY GROUP INC., AND SUBSIDIARIES
CONSOLIDATED STATEMETNS OF CASH FLOWS
| For The Three Months Ended March 31, | ||||||||
| 2022 | 2021 | |||||||
| Operating activities | ||||||||
| Net Loss | $ | ( | ) | $ | ( | ) | ||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ||||||||
| Other receivable | ( | ) | ||||||
| Accounts payable | ( | ) | ||||||
| Other payable | ( | ) | ( | ) | ||||
| Cash provided (used) in operating activities | ( | ) | ( | ) | ||||
| Cash flow used in investing activities: | ||||||||
| Cash used in investing activities | ||||||||
| Cash flow provided (used) by financing activities: | ||||||||
| Pay for deferred offering cost | ||||||||
| Advance from (repayment to) related party | ( | ) | ||||||
| Cash provided by financing activities | ( | ) | ||||||
| Effects of currency translation on cash | ( | ) | ( | ) | ||||
| Net increase (decrease) in cash | ( | ) | ( | ) | ||||
| Cash at beginning of the period | ||||||||
| Cash at end of period | $ | $ | ||||||
The accompanying notes are integral to these consolidated financial statements.
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PONY GROUP INC., AND SUBSIDIARIES
NOTES FOR THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED MARCH 31, 2022
NOTE 1 - ORGANIZATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Operations
PONY GROUP INC, (The “Company” or “PONY”) was incorporated on January 7, 2019 in the state of Delaware.
On March 7, 2019, Pony Group Inc (the “Purchaser”),
and Wenxian Fan, the sole owner of PONY LIMOUSINE SERVICES LIMITED, entered into a Stock Purchase Agreement (the “Purchase Agreement”),
pursuant to which Wenxian Fan (the “Seller”) would sell to the Purchaser, and the Purchaser will purchase from the Seller,
PONY LIMOUSINE SERVICES LIMITED (“PONYHK”) is a limited corporation formed under the laws of Hong Kong on April 28, 2016, which was formed by FAN WENXIAN. Its registered office is located at FLAT/RM 01 11/F, LUCKY COMM BLDG, 103 DES VOEUX RD WEST, SHEUNG WAN, HONG KONG. The business nature of the Company is to provide cross boarder limousine services to customers. On February 2, 2019, Universe Travel Culture & Technology Ltd. (“Universe Travel”) was incorporated as a wholly-owned PRC subsidiary of Pony HK.
Details of the Company’s structure as of March 31, 2022 are as follow:
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Reverse Merger Accounting – Since Pony HK and Pony US were entities under Ms. Fan’s common control prior to the “Purchase Agreement” was executed, and because of certain other factors, including that the member of the Company’s executive management is from Pony HK, Pony HK is deemed to be the acquiring company for accounting purposes and the Merger was accounted for as a reverse merger and a recapitalization in accordance with generally accepted accounting principles in the United States (“GAAP”). These unaudited consolidated financial statements reflect the historical results of Pony HK prior to the Merger and that of the combined Company following the Merger, and do not include the historical financial results prior to the completion of the Merger. Common stock and the corresponding capital amounts of the Company pre-Merger have been retroactively restated as capital stock shares.
Basis of Accounting and Presentation - The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America.
Cash and Cash Equivalents – For purpose of the statements of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of 90 days or less to be cash equivalents.
Accounts Receivable - The customers are required to make payments when they book the services, otherwise, the services will not be arranged. Sometimes, the Company extends credit to its group clients.
As of March 31, 2022 and December 31, 2021, accounts
receivable was $
PONY LIMOUSINE SERVICES LIMITED, a
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.
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Cost of revenue – Cost of revenue includes cost of services rendered during the period, net of discounts and sales tax.
Income Taxes – Income tax expense represents
current tax expense. The income tax payable represents the amounts expected to be paid to the taxation authority. Hong Kong profits tax
has been provided at the rate of
Foreign Currency Translation - PONY LIMOUSINE SERVICES LIMITED’s functional currency is the Hong Kong Dollar (HK$) and Universe Travel Culture & Technology Ltd.’s functional currency is the Renminbi (RMB). The reporting currency is that of the US Dollar. Assets, liabilities and owners’ contribution are translated at the exchange rates as of the balance sheet date. Income and expenditures are translated at the average exchange rate of the year.
The exchange rates used to translate amounts in HK$ and RMB into USD for the purposes of preparing the financial statements were as follows:
| March 31, 2022 | ||||
| Balance sheet | HK$ |
RMB | ||
| Statement of operation and other comprehensive income | HK$ |
RMB | ||
| December 31, 2021 | ||||
| Balance sheet | HK$ |
RMB | ||
| March 31, 2021 | ||||
| Statement of operation and other comprehensive income | HK$ |
RMB |
NOTE 2 - GOING CONCERN
The Company had operating losses of $
The Company has accumulated deficit of $
The accompanying financial statements have been prepared assuming the Company will continue as a going concern; however, the above condition raises substantial doubt about the Company’s ability to do so. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern.
Management’s Plan to Continue as a Going Concern
In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plans to obtain such resources for the Company include (1) obtaining capital from the sale of its equity securities, (2) sales of the Company’s products, (3) short-term and long-term borrowings from banks, and (4) short-term borrowings from stockholders or other related party (ies) when needed. However, management cannot provide any assurance that the Company will be successful in accomplishing any of its plans.
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually to secure other sources of financing and attain profitable operations.
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NOTE 3 - RELATED PARTY TRANSACTIONS
PONY GROUP INC, incorporated on Jan 7, 2019 in the state of Delaware,
is the sole owner of PONY LIMOUSINE SERVICES LIMITED (Pony HK), as of March 31, 2022, Pony HK has paid $
March 31, 2022 | December 31, 2021 | |||||||
| Receivable from shareholders | $ | $ | ||||||
| Total due from related parties | $ | $ | ||||||
Ms. Wenxian Fan, the director, loaned working capital to Pony HK with no interest and paid on behalf of Pony HK for the subcontracted services and employee salaries.
The Company has the following payables to Ms. Wenxian Fan:
March 31, 2022 | December 31, 2021 | |||||||
| To Wenxian Fan | $ | $ | ||||||
| Total due to related parties | $ | $ | ||||||
NOTE 4 - MAJOR SUPPLIERS AND CUSTOMERS
The Company purchased majority of its subcontracted services from
The Company had
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NOTE 5 - COMMON STOCK
On May 23, 2019, PONY GROUP INC sold
| Name | Shares | Consideration | ||||||
| Pony Group Ltd. | ||||||||
| Aller Bonvoyage Inc | ||||||||
| Capital Club Holding Limited | ||||||||
| KERUIDA Investment Limited | ||||||||
| Synionm Investments Limited | ||||||||
| Wisdom travel service investments Limited | ||||||||
In June 2020, the Company announced the closing
of its initial public offering of
NOTE 6 - SUBSEQUENT EVENTS
Management has evaluated subsequent events through May 15, 2022, the date which the financial statements were available to be issued. All subsequent events requiring recognition as of March 31, 2022 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.”
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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 user experience, we aim to provide our users with comprehensive and convenient service offerings and become a one-stop travel booking resource for travelers. While network scale is important, we recognize that transportation happens locally. We currently operate in two markets – Guangdong Province and Hong Kong and plan to expand our offering in more oversea markets.
Plan of Operations
In January 2019, we started our Research and Development (“R&D”) project mobile Lets Go App (“App”) designed to have multi-language interface to attract users from the world, focusing on providing one-stop travel services to foreigners traveling in China, for both leisure and business.
In April 2019, we rolled out basic version which supports carpooling, car rental, Airport Pick-up and/or Drop-off, etc., ready for download at Apple App store; the basic version has an interface in Chinese language only. In May 2019, we rolled out second version which has an enhanced interface in both Chinese and English language, supporting payment through PayPal. By the end of 2019, we rolled out third version which has multi-language interface to attract users from all-over the world. In January 2020, we official launched App.
We intend to attract users from outside of China to use our App and expand our offerings on the App to serve as a one-stop shop to book tickets, reserve hotels, rent a car and hire an English speaking driver.
Our goal is to grow to an international player in the travel service market. To accomplish such goal, we will cooperate with other businesses which have capital, marketing and technology resources or products. We expect to recruit more workforce and talents, and develop new technologies and products.
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Results of Operations
For the three months ended March 31, 2022 compared to March 31, 2021
Revenue
For the three months ended March 31, 2022 and 2021, revenues were $29,868 and $12,268, respectively, with an increase of $17,600 over the same period in 2021. Since January 2022, the company provided car service for HK GANGJIANXIANG TRADE CO LTD. which brings in about RMB 60,000 (about $9,464) revenue per month. The increase in revenue can be explained by the providing services to the foregoing new client.
Cost of Revenue
Cost of Revenue for the three months ended March 31, 2022 and 2021 were $24,824 and $31,450, respectively, with a decrease of $6,626 over the same period in 2021. The decrease of cost of revenue was mainly due to Universe Travel. In the first quarter of 2021, Universe Travel was developing an active travel planning service. As such, the cost of developing the service increased the cost of revenue for that quarter. There was no such item since 2022, thus the cost of revenue decreased.
Gross Profit
Gross profits was $5,044 for the three months ended March 31, 2022 when it was a negative $19,182 for the three months ended March 31, 2021. The gross profit margin as a percentage of sales for the three months ended March 31, 2022 was 16.9% when it was negative 156.4% for the three months ended March 31, 2021.
Operating Expenses
Operating expenses for the three months ended September 30, 2021 and 2020 were $38,638 and $37,588 respectively for an increase of $1,050.
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Other Income(expense)
Other income consists of interest income and exchange gain (loss) for the three months ended March 31, 2022 and 2021, the net other income was $34 for the three months ended March 31, 2022 when it was other expense of $99 for the same period last year. The increase was mainly due to the change of exchange rate and the increase of average cash balance.
Liquidity and Capital Resources
We suffered recurring losses from operations and have an accumulated deficit of $396,666 as of March 31, 2022. We had a cash balance of $146,460 and working capital of negative $219,766 as of March 31, 2022. The Company has incurred losses of $116,340 and $42,411 for the three months ended March 31, 2022 and 2021, respectively. The Company has not continually generated significant gross margins. Unless our operations generate a significant increase in gross margins and cash flows from operating activities, our continued operations will depend on whether we are able to raise additional funds through various sources, such as equity and debt financing, other collaborative agreements and/or strategic alliances. Our management is actively engaged in seeking additional capital to fund our operations in the short to medium term. Such additional funds may not become available on acceptable terms and there can be no assurance that any additional funding that we do obtain will be sufficient to meet our needs in the long term. As of March 31, 2022, we have enough cash to continue operations for approximately six months.
Net cash used in operating activities for the three months ended March 31, 2022, amounted to $116,194, compared to $33,495 net cash used in operating activities for the three months ended March 31, 2021. The increase of net cash used in operating activities mainly due to the increase of net loss.
There were $0 cash used by investment activities for the three months ended March 31, 2022 and 2021.
Net cash used in financing activities for the three months ended March 31, 2022 amounted to $2,915, compared to net cash provided by financing activities of $13,094 in the same period 2021.
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COVID-19
In January 2020, the World Health Organization declared a global health emergency as the novel coronavirus (“COVID-19”) outbreak continues to spread beyond China. In an effort to contain COVID-19, the Chinese authorities have suspended air, road, and rail travel in the area around Wuhan and placed restrictions on travel and other activities throughout China, including Guangdong Province and Hong Kong, the key market in which we operate. In compliance with the government health emergency rules in place, the Company temporarily closed all offices in China and ceased operations from January 19, 2020 to February 10, 2020. At the end of this period, management reopened our business.
As of the date of this prospectus, the Hong Kong government has reported cases of COVID-19 in the city, has upgraded its response level to emergency, its highest response level, and is taking other steps to manage the outbreak. On February 8, 2020, the Hong Kong government began enforcing a compulsory 21-day quarantine for anyone, with reduced quarantine period for vaccinated persons arriving in Hong Kong from overseas depending on their port of embarkation. Moreover, this mandatory quarantine does not apply to individuals transiting Hong Kong International Airport and certain exempted groups such as flight crews. However, health screening measures are in place at all of Hong Kong’s borders and the Hong Kong authorities will quarantine individual travellers, including passengers transiting the Hong Kong International Airport, if the Hong Kong authorities determine the traveller to be a health risk. On January 30, 2020, the Hong Kong government closed certain transportation links and border checkpoints connecting Hong Kong with mainland China (all located in Guangdong Province) until further notice, and on February 3, 2020 suspended ferry services from Macau (which has border checkpoints connecting Macau with Guangdong Province).
The effects of the COVID-19 pandemic, including the travel restrictions described above, have resulted in a dramatic reduction in the number of people travelling from Guangdong Province to Hong Kong and a similar reduction in the number of our customers and have, severely impacted our operating results during the first quarter of 2020. For example, compared to the first quarter of 2019, the first quarter of 2020’s revenue, cost of revenue and operating expenses decreased by 33.2%, 43.8% and 76.6%, respectively, and gross profit and other income increased by 19.9% and 240.8%, respectively. We believe the decreases, including the decrease in cost of revenue, are primarily attributable to the fact that we ceased car services for individual and group travellers between Guangdong Province and Hong Kong in the first quarter of 2020, resulting in a decrease of customers. In the same period, we started to provide express, small-package delivery services for customers in the same region in cities including Shenzhen, Guangzhou, Zhuhai and Zhongshan, which brought in an estimated $8,700 of revenue. We expect that after our offices reopened on February 11, 2020 and as the travel restrictions started to ease, our business will gradually return to normal levels, although we are unable to predict as of the date of this prospectus the speed of the recovery.
We expect the COVID-19 outbreak may materially affect our financial condition and results of operations going forward. Our business operations and active ties in many regions (including Hong Kong and Guangdong Province) may be subject to quarantines, “shelter-in-place” rules, and various other restrictions for the foreseeable future. Due to the uncertainty of the future impacts of the COVID-19 pandemic, the extent of the financial impact cannot be reasonably estimated at this time. Without limited the generality of the foregoing sentence, any significant disruption to travel, including travel restrictions and other potential protective quarantine measures against COVID-19 by governmental agencies, may increase the difficulty and could make it difficult for the Company to provide its services to its customers. Travel restrictions and protective measures against COVID-19 could cause the Company to incur additional unexpected costs and expenses. The extent to which COVID-19 impacts the Company’s business, sales and results of operations will depend on future developments, which are highly uncertain and cannot be predicted.
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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. We believe the following critical accounting policies affect our significant judgments and estimates used in the preparation of the financial statements.
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. The company considers accounts receivable to be fully collectible at year-end. Accordingly, no allowance for doubtful accounts has been recorded.
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
Off-Balance Sheet Arrangements
As of March 31, 2022, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.
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Item 3. Quantitative and Qualitative Disclosures about Market Risk
As a smaller reporting company, we are not required to make disclosures under this item.
Item 4. Controls and Procedures
Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial and accounting officer have concluded that as of March 31, 2022, our disclosure controls and procedures were effective.
Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting during the period ended March 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting
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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, 2021.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures
Not applicable
Item 5. Other Information.
None
Item 6. Exhibits
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
| No. | Description of Exhibit | |
| 31.1* | Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 32.1** | Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 101.INS* | Inline XBRL Instance Document. | |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document. | |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document. | |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
| 104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
| * | Filed herewith. |
| ** | Furnished. |
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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: May 16, 2022 | By: | /s/ Wenxian Fan |
| Name: | Wenxian Fan | |
| Title: | Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer) | |
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