Pony Group (PNYG) posts Q1 2026 loss, flags going-concern and control issues

Rhea-AI Filing Summary

Pony Group Inc. reported a net loss of $56,932 for the three months ended March 31, 2026, on revenue of $23,736, down from $30,265 a year earlier as demand for car transportation services softened.

Gross profit was $17,279 with a much higher gross margin of 72.8%, mainly because some revenue from prior periods carried no current-period costs. Operating expenses rose to $74,121, driven by higher accrued consulting service fees.

The company had cash of $8,050, negative working capital of $1,015,944, and an accumulated deficit of $1,191,855 as of March 31, 2026. Management disclosed substantial doubt about its ability to continue as a going concern and highlighted reliance on related-party funding of $828,405. Management also reported multiple material weaknesses in internal control over financial reporting, including lack of an audit committee, limited segregation of duties, and insufficient written accounting policies.

Positive

• None.

Negative

• Substantial doubt about going concern: Net loss of $56,932, negative working capital of $1,015,944, and accumulated deficit of $1,191,855 led management to conclude there is substantial doubt about the company’s ability to continue as a going concern.
• Weak liquidity and heavy reliance on related-party funding: Cash was only $8,050 at March 31, 2026, while payables to the founder totaled $828,405, indicating significant dependence on insider financing.
• Material weaknesses in internal controls: Management identified multiple material weaknesses, including lack of an audit committee, inadequate segregation of duties, and insufficient written US GAAP and SEC reporting policies.
• Revenue decline with rising operating expenses: Revenue fell from $30,265 to $23,736 year over year, while operating expenses increased from $60,987 to $74,121, pressuring profitability.

Insights

Equity & Credit Analyst

Quarter shows shrinking revenue, heavy deficits, going-concern doubt, and control weaknesses.

Pony Group generated revenue of $23,736 in Q1 2026, down from $30,265, while net loss widened to $56,932. Despite a higher reported gross margin of 72.8%, this was partly due to recognizing revenue from prior periods without matching costs, which may not be sustainable.

Liquidity is strained: cash was only $8,050 with negative working capital of $1,015,944 and an accumulated deficit of $1,191,855. Current liabilities include $828,405 due to founder Wenxian Fan and other current liabilities of $190,543, underscoring dependence on related-party support.

Management explicitly states substantial doubt about the company’s ability to continue as a going concern and outlines plans that depend on raising capital and improving operations. Additionally, they report material weaknesses in internal control, including no functioning audit committee and inadequate segregation of duties, which heighten reporting and operational risk.

Key Figures

Q1 2026 Revenue: $23,736 Q1 2026 Net Loss: $56,932 Gross Margin: 72.8% +5 more

8 metrics

Q1 2026 Revenue $23,736 For the three months ended March 31, 2026

Q1 2026 Net Loss $56,932 For the three months ended March 31, 2026

Gross Margin 72.8% For the three months ended March 31, 2026

Cash Balance $8,050 As of March 31, 2026

Working Capital Deficit $1,015,944 As of March 31, 2026

Accumulated Deficit $1,191,855 As of March 31, 2026

Payable to Founder $828,405 Due to Wenxian Fan as of March 31, 2026

Shares Outstanding 11,500,000 shares Common stock as of March 31, 2026

Key Terms

going concern, ASC 606, material weaknesses, related party transactions, +2 more

6 terms

going concern financial

"The Company’s continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations..."

A going concern is a business that is expected to continue its operations and meet its obligations for the foreseeable future, rather than shutting down or selling off assets. This assumption matters to investors because it indicates stability and ongoing profitability, making the business a more reliable investment. Think of it as believing a restaurant will stay open and serve customers, rather than closing down suddenly.

ASC 606 financial

"Revenue Recognition – The Company recognizes revenue in accordance with ASC 606."

A U.S. accounting standard that sets consistent rules for when and how companies record revenue from contracts with customers, focusing on the transfer of promised goods or services. It matters to investors because it affects the timing and amount of reported sales and profit—like deciding whether a contractor can count payment when a job starts, progresses, or finishes—so it improves comparability and helps assess a company's true economic performance.

material weaknesses regulatory

"our disclosure controls and procedures were not effective due to the material weaknesses in our internal control over financial reporting"

Material weaknesses are significant flaws in a company’s systems for ensuring its financial reports are accurate and reliable. Like a broken lock on a safe, they increase the chance that financial statements contain big errors or omissions, which can mislead investors about performance and risk; discovering one often raises questions about management oversight, may lead to restated results, and can affect investor confidence and a company’s valuation.

related party transactions financial

"The Company has the following payables to Ms. Wenxian Fan"

Transactions between a company and people or entities that have close ties to it—such as executives, board members, major shareholders, family members, or related companies—where the parties are not independent. These deals matter to investors because they can create conflicts of interest or hide favorable terms that distort a company’s true profits and risks; think of it like a business buying or selling to a family member instead of using the open market, which can lead to biased prices or undisclosed obligations.

operating lease right-of-use assets financial

"Operating lease right-of-use assets $ 6,972"

An operating lease right-of-use (ROU) asset is an accounting entry that shows the value of a leased item you have the legal right to use—like a building, vehicle, or equipment—recorded on a company’s balance sheet along with the corresponding lease obligation. Investors care because it adds to reported assets and liabilities, changing measures like leverage and return on assets much like bringing a long-term rental onto the company’s financial snapshot, which can affect credit terms and valuation.

smaller reporting company regulatory

"See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”"

A smaller reporting company is a publicly traded firm that meets regulatory size tests allowing it to provide abbreviated financial disclosures and compliance filings compared with larger companies. For investors, that means financial statements and notes may be less detailed, which can make it harder to compare performance or spot risks—think of reading a short summary instead of a full report when deciding whether to buy or hold a stock.

10-Q Quarterly Reports: What Changes Quarter to Quarter →

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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 March 31, 2026

☐ 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.)

Room 17, Flat B, 17/F, Tsipeng Industrial Building, San Po Kong,
Kowloon, Hong Kong, 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 May 14, 2026 there were 11,500,000 shares of common stock, par value $0.001 per share, of the registrant issued and outstanding.

PONY GROUP INC.

FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2025

TABLE OF CONTENTS 

	Page
Part I. Financial Information	1
Item 1. Financial Statements (Unaudited)	1
Condensed Consolidated Balance Sheets as of March 31, 2026 (Unaudited) and December 31, 2025	1
Condensed Consolidated Statements of Operations for the three months ended March 31, 2026 and 2025 (Unaudited)	2
Condensed Consolidated Statements of Changes in Stockholder’s Equity for the three months ended March 31, 2026 and 2025 (Unaudited)	3
Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025 (Unaudited)	4
Notes to Unaudited Condensed Consolidated Financial Statements	5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk	13
Item 4. Controls and Procedures	13
Part II. Other Information	14
Item 1. Legal Proceedings	14
Item 1A. Risk Factors	14
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	14
Item 3. Defaults Upon Senior Securities	14
Item 4. Mine Safety Disclosures	14
Item 5. Other Information	14
Item 6. Exhibits	14
Part III. Signatures	15

i

PART I - FINANCIAL INFORMATION

Item 1. Interim Financial Statements.

PONY GROUP INC., AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

		March 31, 2026				December 31, 2025
		unaudited
Assets
Current assets
Cash and cash equivalents		$	8,050			$	9,675
Accounts receivables			3,445				2,471
Other receivables			1,586				1,589
Other current assets			2,512				-
Total current assets			15,593				13,735
Operating lease right-of-use assets			6,972				8,405
Total assets		$	22,565			$	22,140
Liabilities and Equity
Current liabilities
Deferred revenue			5,586				8,939
Accounts payable			1,441				7,709
Operating lease liabilities, current			5,562				5,571
Other payable- related parties			828,405				770,653
Other current liability			190,543				178,834
Total current liabilities		$	1,031,537			$	971,706
Operating lease liabilities, noncurrent			1,410				2,833
Total liabilities			1,032,947				974,539
Stockholders’ deficit
Common stock, $0.001 par value; 70,000,000 shares authorized, 11,500,000 shares issued and outstanding as of March 31, 2026 and December 31, 2025.			11,500				11,500
Additional paid-in capital			176,000				176,000
Accumulated other comprehensive income (loss)			(6,027	)			(4,976	)
Accumulated deficit			(1,191,855	)			(1,134,923	)
Total stockholders’ deficit			(1,010,382	)			(952,399	)
Total liabilities and Stockholders’ deficit		$	22,565			$	22,140

The accompanying notes are integral to these unaudited condensed consolidated financial statements. 

1

PONY GROUP INC., AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

		For The Three Months Ended March 31,
		2026				2025
Revenue		$	23,736			$	30,265
Cost of revenue			6,457				18,644
Gross profit			17,279				11,621
Operating expenses
General & administrative expenses			74,121				60,987
Total operating expenses			74,121				60,987
Loss from operation			(56,842	)			(49,366	)
Other expense
Other expense			(90	)			(86	)
Total other expense			(90	)			(86	)
Loss before income taxes			(56,932	)			(49,452	)
Provision for income tax							-
Net Loss		$	(56,932	)		$	(49,452	)
Other Comprehensive Loss			(1,051	)			(27,336	)
Comprehensive loss			(57,983	)			(76,788	)
Basic and diluted loss per share of common stock			(0.005	)			(0.004	)
Weighted average number of shares outstanding			11,500,000				11,500,000

The accompanying notes are integral to these unaudited condensed consolidated financial statements.

2

PONY GROUP INC., AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CHANGE IN STOCKHOLDERS’ DEFICIT

(Unaudited)

For the Three Months Ended March 31, 2026

														Accumulated
														Other
										Additional				Comprehensive
		Common stock								Paid-In				Income				Accumulated
		Shares				Amount				Capital				(Loss)				Deficit				Total
Balance as of December 31, 2025			11,500,000			$	11,500			$	176,000			$	(4,976	)		$	(1,134,923	)		$	(952,399	)
Cumulative Foreign currency translation adjustment			-				-				-				(1,051	)			-				(1,051	)
Net Loss			-				-				-				-				(56,932	)			(56,932	)
Balance as of March 31, 2026			11,500,000			$	11,500			$	176,000			$	(6,027	)		$	(1,191,855	)		$	(1,010,382	)

For the Three Months Ended March 31, 2025

														Accumulated
														Other
										Additional				Comprehensive
		Common stock								Paid-In				Income				Accumulated
		Shares				Amount				Capital				(Loss)				Deficit				Total
Balance as of December 31, 2024			11,500,000			$	11,500			$	176,000			$	25,618			$	(888,494	)		$	(675,376	)
Cumulative Foreign currency translation adjustment			-				-				-				(27,336	)			-				(27,336	)
Net Loss			-				-				-				-				(49,452	)			(49,452	)
Balance as of March 31, 2025			11,500,000			$	11,500			$	176,000			$	(1,718	)		$	(937,946	)		$	(752,164	)

The accompanying notes are integral to these unaudited condensed consolidated financial statements.

3

PONY GROUP INC., AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

		For the Three Months Ended March 31
		2026				2025
Cash flows from operating activities:
Net Loss		$	(56,932	)		$	(49,452	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of operating lease right-of-use assets			1,376				-
Changes in operating assets and liabilities:
Accounts receivable			(974	)			1
Other receivable			4				8
Other current assets			(2,512	)			-
Deferred revenue			(3,353	)			-
Accounts payable			(6,268	)			6,941
Other liabilities			11,709				18,974
Operating lease liabilities			(1,376	)			-
Net cash used in operating activities			(58,326	)			(23,528	)
Cash flows from financing activities:
Advance from related party			57,752				47,552
Net cash provided by financing activities			57,752				47,552
Effects of currency translation on cash			(1,051	)			(27,336	)
Net decrease in cash			(1,625	)			(3,312	)
Cash at beginning of the period			9,675				10,952
Cash at end of period		$	8,050			$	7,640

The accompanying notes are integral to these unaudited condensed consolidated financial statements.

4

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 January 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. As a result, Pony HK became the Company’s wholly owned subsidiary. Pony HK provides cross-border limousine services to its customers and dedicated to developing applications based on Wechat platform.

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 in bank, the Company had no cash equivalents. Cash in bank were $8,050 and $9,675 as of March 31, 2026 and December 31, 2025. The Company maintains its cash mainly in the United States of America, the mainland China and Hong Kong Special Administrative Region of PRC (the “Hong Kong”).

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.

5

As of March 31, 2026 and December 31, 2025, account receivables were $3,445 and $2,471, respectively. The Company considers accounts receivable to be fully collectible and determined that an allowance for doubtful accounts was not necessary.

The Company had one major customer, Benfu Development., Ltd, which accounted for 32.35% of the Company’s revenue for the three months ended March 31, 2026.

The Company had four major customers for the three months ended March 31, 2025: XAARPLC (Shenzhen) Technology., Ltd accounted for 13.92% of the total revenue and three individuals accounted for 72.2% 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. The Company 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 three 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.

6

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 assessed 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:

March 31, 2026
Balance sheet			HK$7.84 to US $1.00				RMB 6.90 to US $1.00
Statement of operation and other comprehensive income			HK$7.81 to US $1.00				RMB 6.92 to US $1.00
December 31, 2025
Balance sheet			HK$7.78 to US $1.00				RMB 6.99 to US $1.00
March 31, 2025
Statement of operation and other comprehensive income			HK$7.78 to US $1.00				RMB 7.27 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 3 - GOING CONCERN

The Company had net loss of $56,932 and $49,452 during the three months ended March 31, 2026 and 2025, respectively.

The Company has accumulated deficit of $1,191,855 and working capital deficit of $1,015,944 as of March 31, 2026. 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.

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NOTE 4 - 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:

		March 31, 2026				December 31, 2025
To Wenxian Fan		$	828,405			$	770,653
Total due to related parties		$	828,405			$	770,653

NOTE 5 - MAJOR SUPPLIERS AND CUSTOMERS

The Company purchased its subcontracted services from one major supplier, Yahong Business Limited, for the three months ended March 31, 2026.

The Company had one subcontractor services supplier, Yahong Business Limited, which accounted for 91.00% of the total cost for the three months ended March 31, 2025.

The Company had one major customer, Benfu Development., Ltd, which accounted for 32.35% of the Company’s revenue for the three months ended March 31, 2026.

The Company had four major customers for the three months ended March 31, 2025: XAARPLC (Shenzhen) Technology., Ltd accounted for 13.92% of the total revenue and three individuals accounted for 72.2% of the total revenue.

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 July 1, 2025, Pony HK entered into a Lease Agreement, the Company rented a portion at Room 17, Flat B, 17/F, Tsipeng Industrial Building, San Po Kong, Kowloon, Hong Kong, China, for a monthly rent of HKD 3,700 (approximately $472). The lease term is from July 1, 2025 to June 30, 2027.  

The following tables represent the Company’s lease assets and liabilities as of March 31, 2026 and December 31, 2025:

		March 31, 2026
Assets:
Operating lease right-of-use assets		$	6,972
Total operating lease assets			6,972
Liabilities:
Operating lease liabilities, current			5,562
Operating lease liabilities, noncurrent			1,410
Total operating lease obligations			6,972

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		December 31, 2025
Assets:
Operating lease right-of-use assets		$	8,405
Total operating lease assets			8,405
Liabilities:
Operating lease liabilities, current			5,571
Operating lease liabilities, noncurrent			2,833
Total operating lease obligations			8,404

The following tables summarize quantitative information about the Company’s operating lease, under the adoption of ASC 842:

		March 31, 2026
Weighted Average Remaining Lease Term (Years)			1.2
Weighted Average Discount Rate			2.3	%

The maturities of operating lease liabilities for subsequent years are as follows:

Twelve months ending December 31,		US$
2026 (excluding the three months ended March 31, 2026)		$	4,247
2027			2,832
Total lease payments			7,079
Less: imputed interest			(107	)
Total		$	6,972

NOTE 7 - COMMON STOCK

As of March 31, 2026 and December 31, 2025, there were 11,500,000 shares of common stock, par value $0.001 per share, of the registrant issued and outstanding. 

NOTE 8 - 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 9 - SUBSEQUENT EVENTS

Management has evaluated subsequent events through May 14, 2026, the date which the financial statements were available to be issued. All subsequent events requiring recognition as of March 31, 2026 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 that provides 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 we 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 Let’s 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 talent to develop new technologies and products.

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Results of Operations

For the three months ended March 31, 2026 compared to March 31, 2025

Revenue

For the three months ended March 31, 2026 and 2025, revenues were $23,736 and $30,265, respectively, with a decrease of $6,529 over the same period in 2025. The decrease in revenue was primarily due to softened customer demand for car transportation services in 2026. The reduction in market demand drove a decline in order volume, which in turn reduced overall revenue and performance.

Cost of Revenue

Cost of Revenue for the three months ended March 31, 2026 and 2025 were $6,457 and $18,644, respectively, a decrease of $12,187 over the same period in 2025. The decrease was mainly due to the decrease in costs was due to a reduction in order volume and a decline in the number of vehicles used to provide our services.

Gross Profit

Gross profits were $17,279 and $11,621 for the three months ended March 31, 2026 and 2025, respectively. The gross profit margin as a percentage of sales were 72.8% and 38.4% for the three months ended March 31, 2026 and 2025, respectively. The increase in gross margin is attributable to the recognition of revenue from prior periods, for which there are no corresponding costs, thereby resulting in fluctuations in the gross margin.

Operating Expenses

Operating expenses for the three months ended March 31, 2026 and 2025 were $74,121 and $60,987, respectively. The increase of operating expenses was mainly due to increase of service fees accrued, not paid yet for other consulting services as compared to the prior period.

Other (Expense) Income

Other (Expense) income consists of interest income and exchange gain (loss). For the three months ended March 31, 2026 and 2025, the net other expenses were $90 and $86. The change of other income (expenses) mainly due to the change of exchange rate. 

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Liquidity and Capital Resources

We have suffered recurring losses from operations and have an accumulated deficit of $1,191,855 as of March 31, 2026. We had a cash balance of $8,050 and negative working capital of $1,015,944 as of March 31, 2026. We have incurred losses of $57,983 for the three months ended March 31, 2026. 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. We have 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 three months ended March 31, 2026, amounted to $58,326, compared to $23,528 net cash used in operating activities for the three months ended March 31, 2025.

Net cash provided by financing activities for the three months ended March 31, 2026, amounted to $57,752, compared to net cash provided by financing activities of $47,552 in the same period of 2025. The net cash provided by financing activities was from shareholders who paid certain expenses on behalf of the Company.

Going Concern

The accompanying consolidated 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 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 we be unable to continue as a going concern.

In order to continue as a going concern, we will need, among other things, additional capital resources. Management’s plans to obtain such resources 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 we will be successful in accomplishing any of its plans. The ability of us 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 our financial condition and results of operations are based upon our 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.

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Off-Balance Sheet Arrangements

As of March 31, 2026, 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 March 31, 2026, our disclosure controls and procedures were not effective due to the material weaknesses in our internal control over financial reporting, which are described below.

The matters involving internal controls and procedures that the Company’s management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee and lack of a majority of outside directors on the Company’s board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; (3) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (4) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by the Company’s Chief Executive Officer in connection with the review of our financial statements as of March 31, 2026 and communicated the matters to our management.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting during the during the quarter ended March 31, 2026 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, 2025.

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.

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.

14

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 14, 2026	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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FAQ

How did Pony Group (PNYG) perform financially in the quarter ended March 31, 2026?

Pony Group posted a net loss of $56,932 on revenue of $23,736 for the quarter ended March 31, 2026. Revenue declined from $30,265 a year earlier, while operating expenses rose to $74,121, leading to continued operating losses.

What is Pony Group’s liquidity position as of March 31, 2026?

As of March 31, 2026, Pony Group held $8,050 in cash and had negative working capital of $1,015,944. Significant current liabilities and limited cash resources mean the company depends on external or related-party financing to fund ongoing operations.

Why does Pony Group (PNYG) have a going concern warning?

Management reported substantial doubt about Pony Group’s ability to continue as a going concern due to recurring net losses, an accumulated deficit of $1,191,855, and a working capital deficit of $1,015,944. The company’s plans rely on raising capital and improving operating performance.

How reliant is Pony Group on related-party financing?

Pony Group owed $828,405 to founder Wenxian Fan as of March 31, 2026, representing advances and payments made on the company’s behalf. This large related-party payable highlights substantial reliance on insider funding to support operations and cover expenses.

What were Pony Group’s margins in the first quarter of 2026?

Pony Group generated gross profit of $17,279 on revenue of $23,736, for a gross margin of about 72.8%. Management explained the unusually high margin mainly reflects recognition of revenue from prior periods without corresponding current-period costs.

What internal control issues did Pony Group (PNYG) disclose?

Pony Group disclosed that disclosure controls were not effective due to several material weaknesses. These include the absence of a functioning audit committee, inadequate segregation of duties, insufficient written accounting and reporting policies, and ineffective controls over period-end financial reporting.

How did Pony Group’s revenue mix and demand change year over year?

Quarterly revenue decreased from $30,265 to $23,736, which management attributes mainly to softened customer demand for car transportation services. Lower order volumes and fewer vehicles used reduced both revenue and related costs compared with the prior-year period.