v3.26.1
Summary of Significant Accounting Policies (Policies)
 3 Months Ended
Jun. 30, 2026
Summary of Significant Accounting Policies [Abstract]  
Basis of presentation

(a) Basis of presentation

 

The unaudited condensed consolidated financial statements, including the unaudited condensed consolidated balance sheet as of June 30, 2026, the unaudited condensed consolidated statements of operations and comprehensive loss, and the unaudited condensed consolidated statements of changes in equity (deficit) for the three months ended June 30, 2026 and 2025, and the unaudited condensed consolidated statements of cash flows for the three months ended June 30, 2026 and 2025, as well as other information disclosed in the accompanying notes, have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), and pursuant to the rules and regulations of the SEC and pursuant to Regulation S-X. The interim unaudited condensed consolidated financial statements and accompanying notes should be read in conjunction with the audited consolidated financial statements and the notes thereto, included in the Form 10-K for the fiscal year ended March 31, 2026, which was filed with the SEC on June 30, 2026.

 

The unaudited condensed consolidated financial statements and the accompanying notes have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for a fair statement of the results of operations for the periods presented. The consolidated results of operations for any interim period are not necessarily indicative of the results to be expected for the full year or for any other future years or interim periods.
Comparability and retrospective reclassification adjustments of prior period

(b) Comparability and retrospective reclassification adjustments of prior period

 

The Company has reclassified certain comparative amounts in the unaudited condensed consolidated statements of operations and comprehensive loss for the three months ended June 30, 2025 to conform to the current period’s presentation, as a result of the retrospective application of discontinued operations of Yicheng, Senmiao Consulting and its subsidiaries (refer to Note 4) in accordance with ASC 205-20-45. The results of discontinued operations for the three months ended June 30, 2025 have been reflected separately in the unaudited condensed consolidated statements of operations and comprehensive loss as a single line item presented in accordance with U.S. GAAP. Cash flows from discontinued operations of the three categories for the three months ended June 30, 2025 were separately presented in the unaudited condensed consolidated statements of cash flows presented in accordance with U.S. GAAP.
Foreign currency translation

(c) Foreign currency translation

 

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing on the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates on the date of the balance sheet. The resulting exchange differences are recorded in the statement of operations.

 

The reporting currency of the Company and its subsidiaries is U.S. dollars (“US$”) and the unaudited condensed consolidated financial statements have been expressed in US$. However, the Company maintains the books and records in its functional currency, Chinese Renminbi (“RMB”), being the functional currency of the economic environment in which its operations are conducted.

 

 

In general, for consolidation purposes, assets and liabilities of the Company and its subsidiaries whose functional currency is not the US$, are translated into US$, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of the Company and its subsidiaries are recorded as a separate component of accumulated other comprehensive loss within the unaudited condensed consolidated statements of changes in equity (deficit).

 

Translation of amounts from RMB into US$ has been made at the following exchange rates for the respective periods:

 

    June 30,     March 31,  
    2026     2026  
Balance sheet items, except for equity accounts – RMB: US$1:     6.7851       6.8980  

 

    For the Three months ended
June 30,		  
    2026     2025  
Items in the statements of operations and comprehensive loss, and cash flows – RMB: US$1:     6.8048       7.2331  
Use of estimates

(d) Use of estimates

 

In presenting the unaudited condensed consolidated financial statements in accordance with U.S. GAAP, management makes estimates and assumptions that affect the amounts reported and related disclosures. Estimates, by their nature, are based on judgment and available information. Accordingly, actual results could differ from those estimates. On an ongoing basis, management reviews these estimates and assumptions using the currently available information. Changes in facts and circumstances may cause the Company to revise its estimates. The Company bases its estimates on past experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Estimates are used when accounting for items and matters including, but not limited to, revenue recognition, residual values of property and equipment, determinations of the useful lives and valuation of long-lived assets, estimates of allowances for credit losses for receivables and due from related parties, estimates of impairment of long-lived assets, fair value of derivative liabilities and valuation of deferred tax assets.
Fair values of financial instruments

(e) Fair values of financial instruments

 

Accounting Standards Codification (“ASC”) Topic 825, Financial Instruments (“Topic 825”) requires disclosure of fair value information of financial instruments, whether or not recognized in the balance sheets, for which it is practicable to estimate that value. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Topic 825 excludes certain financial instruments and all nonfinancial assets and liabilities from its disclosure requirements. Accordingly, the aggregate fair value amounts do not represent the underlying value of the Company. The three levels of valuation hierarchy are defined as follows:

 

  Level 1 Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

 

  Level 2 Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.

 

  Level 3 Inputs to the valuation methodology are unobservable and significant to the fair value.

 

The following table sets forth by level within the fair value hierarchy our financial assets and liabilities that were accounted for at fair value on a recurring basis as of June 30, 2026 and March 31, 2026:

 

    Carrying
Value as of		     Fair Value Measurement as of  
    June 30,     June 30, 2026  
    2026     Level 1     Level 2     Level 3  
    (Unaudited)                 (Unaudited)  
Derivative liabilities   $ 48,032,895     $ —     $ —     $ 48,032,895  

 

    Carrying
 Value as of		     Fair Value Measurement as of  
    March 31,     March 31, 2026  
    2026     Level 1     Level 2     Level 3  
Derivative liabilities   $ 5,615,288     $ —     $ —     $ 5,615,288  

 

The following is a reconciliation of the beginning and ending balance of the assets and liabilities measured at fair value on a recurring basis for the three months ended June 30, 2026 and for the year ended March 31, 2026:

 

    August
2020
Underwritten
Public		     February
2021
Registered
Direct		     May 2021
Registered Direct Offering		     November 2021
Private Placement		     November 2025
Private Placement		     November 2025
Registered
Direct
Offering		     June 2026
Units
Private
Placement		        
    Offering
Warrants		     Offering
Warrants		     Investors
Warrants		     Placement
Warrants		     Offering
Warrants		     Placement
Warrants		     Investors
Warrants		     Pre-funded Warrant     Investors
Warrants		     Total  
BALANCE as of March 31, 2025   $ 21     $ 219     $ 12,823     $ 962     $ 64,586     $ 5,980     $ —     $ —     $ —     $ 84,591  
Derivative liabilities recognized at grant date     —       —       —       —       —       —       4,724,165       1,013,590       —       5,737,755  
Change in fair value of derivative liabilities     (21 )     (219 )     (12,823 )     (962 )     (60,487 )     (5,980 )     (231,066 )     108,599       —       (202,959 )
Exercise     —       —       —       —       (4,099 )     —       —       —       —       (4,099 )
BALANCE as of March 31, 2026     —       —       —       —       —       —       4,493,099       1,122,189       —       5,615,288  
Derivative liabilities recognized at grant date     —       —       —       —       —       —       —       —       45,149,713       45,149,713  
Change in fair value of derivative liabilities     —       —       —       —       —       —       440,056       81,448       (3,253,610 )     (2,732,106 )
BALANCE as of June 30, 2026 (Unaudited)   $ —     $ —     $ —     $ —     $ —     $ —     $ 4,933,155     $ 1,203,637     $ 41,896,103     $ 48,032,895  

The warrants presented in the table above are not traded in an active securities market; therefore, the Company estimates the fair value to those warrants using the Black-Scholes valuation model as of June 30, 2026 and March 31, 2026.

 

    As of June 30, 2026  
    November 10, 2021     November 14,
2025		     November 17,
2025		     June 26,
 2026		  
          Placement                    
    Investor     Agent     Investor     Pre-funded     Units  
Granted Date   Warrants     Warrants     Warrants     Warrants     Warrants  
    (Unaudited)     (Unaudited)     (Unaudited)     (Unaudited)     (Unaudited)  
# of shares exercisable*     1,341,362       5,515       4,510,000       905,000       40,00,000  
Valuation date     6/30/2026       6/30/2026       6/30/2026       6/30/2026       6/30/2026  
Exercise price*   $ 1.03     $ 68.00     $ 1.26     $ 0.0001     $ 1.46  
Stock price*   $ 1.33     $ 1.33     $ 1.33     $ 1.33     $ 1.33  
Expected term (years)     0.36       0.36       5.49       **       5.00  
Risk-free interest rate     4.01 %     4.01 %     4.22 %     4.69 %     4.19 %
Expected volatility     80 %     80 %     108 %     117 %     109 %

 

    As of March 31, 2026  
    May 13, 2021     November 10, 2021     November 14,
2025		     November 17,
2025		  
          Placement           Placement              
    Investor     Agent     Investor     Agent     Investor     Pre-funded  
Granted Date   Warrants     Warrants     Warrants     Warrants     Warrants     Warrants  
# of shares exercisable*     55,319       4,149       1,341,362       5,515       4,510,000       905,000  
Valuation date     3/31/2026       3/31/2026       3/31/2026       3/31/2026       3/31/2026       3/31/2026  
Exercise price*   $ 105.00     $ 105.00     $ 1.03     $ 68.00     $ 1.26     $ 0.0001  
Stock price*   $ 1.24     $ 1.24     $ 1.24     $ 1.24     $ 1.24     $ 1.24  
Expected term (years)     0.12       0.12       0.61       0.61       5.12       **  
Risk-free interest rate     3.73 %     3.73 %     3.71 %     3.71 %     3.93 %     4.86 %
Expected volatility     106 %     106 %     125 %     125 %     109 %     118 %

 

* Giving retroactive effect to the 1-for-10 reverse stock split effected on July 29, 2025, except for the November 2025 Warrants and June 2026 Units Warrants.
** No fixed termination date is specified in the agreement of November 2025 Pre-funded Warrants, which can be exercised at any time on or after the initial exercise date and until it is exercised in full, yet the Company adopted a 20-year assumption for valuation purposes.

 

As of June 30, 2026 and March 31, 2026, financial instruments of the Company comprised primarily current assets and current liabilities including cash and cash equivalents, finance lease receivables, prepayments, other receivables and other assets, due from a related party, accounts payable, advances from customers, operating lease liabilities, accrued expenses and other liabilities, and due to related parties which approximate their fair values because of the short-term nature of these instruments.

 

The non-current portion of finance lease receivables were recorded at the gross amount adjusted for the interest using the effective interest rate method. The Company believes that the effective interest rates underlying these instruments approximate their fair values because the Company used its incremental borrowing rate to recognize the present value of these instruments as of June 30, 2026 and March 31, 2026.
Segment reporting

(f) Segment reporting

 

In November 2023, the FASB issued ASU 2023-07, which is an update to Topic 280, Segment Reporting: Improvements to reportable Segment Disclosures (“ASU 2023-07”), which enhances the disclosure required for reportable segments in annual and interim consolidated financial statements, including additional, more detailed information about a reportable segment’s expenses. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company adopted ASU 2023-07 for the year ended March 31, 2025, retrospectively to all periods presented in the consolidated financial statement. The adoption of this ASU had no material impact on reportable segments identified and had no effect on the Company’s consolidated financial position, results of operations, or cash flows.

 

 

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker (the “CODM”), the Company’s CODM has been identified as its CEO, who reviews the consolidated results when making decisions about allocating resources and assessing performance of the Company. The Company evaluated how the CODM manages the businesses of the Company to maximize efficiency in allocating resources and assessing performance. The Company has one operating and reportable segment of automobile transaction and related services as set forth in Note 1, after discontinued the online ride-hailing platform services on August 20, 2024.

Cash and cash equivalents

(g) Cash and cash equivalents

 

Cash and cash equivalents primarily consist of bank deposits with original maturities of three months or less, which are unrestricted as to withdrawal and use.
Accounts receivable

(h) Accounts receivable

 

Accounts receivable are recorded at the invoiced amount less an allowance for credit losses, do not bear interest, and are subject to contractual payment term within one month. Starting from April 1, 2023, the Company adopted ASU No.2016-13 “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASC Topic 326”). The Company’s estimation of allowance for credit losses considers factors such as historical credit loss experience, age of receivable balances, current market conditions, reasonable and supportable forecasts of future economic conditions, as well as an assessment of receivables due from specific identifiable counterparties to determine whether these receivables are considered at risk or uncollectible. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company’s management continues to evaluate the reasonableness of the valuation allowance policy and update it if necessary. For the three months ended June 30, 2026 and 2025, no provision for credit losses related to accounts receivable was provided.

Finance lease receivables

(i) Finance lease receivables

 

Finance lease receivables, which result from sales-type leases, are measured at discounted present value of (i) future minimum lease payments, (ii) any residual value not subject to a bargain purchase option as finance lease receivables on its balance sheet and (iii) accrued interest on the balance of the finance lease receivables based on the interest rate inherent in the applicable lease over the term of the lease. Management also periodically evaluates individual customer’s financial condition, credit history and the current economic conditions to make adjustments in the allowance for credit losses when necessary. Finance lease receivables is charged off against the allowance for credit losses after all means of collection have been exhausted and the potential for recovery is considered remote. As of June 30, 2026 and March 31, 2026, the Company determined no allowance for credit losses was necessary for finance lease receivables.

 

As of June 30, 2026 and March 31, 2026, finance lease receivables consisted of the following:

 

    June 30,     March 31,  
    2026     2026  
    (Unaudited)        
Minimum lease payments receivable   $ 49,851     $ 85,774  
Less: Unearned interest     (20,620 )     (36,268 )
Financing lease receivables   $ 29,231     $ 49,506  
Finance lease receivables, current   $ 26,296     $ 44,454  
Finance lease receivables, non-current   $ 2,935     $ 5,052  

Future scheduled minimum lease payments for investments in sales-type leases as of June 30, 2026 are as follows:

 

    Minimum
future
payments
receivable		  
Twelve months ending June 30, 2027   $ 48,539  
Twelve months ending June 30, 2028     1,312  
Total   $ 49,851  
Property and equipment, net

(j) Property and equipment, net

 

Property and equipment primarily consist of office equipment, fixtures and furniture and automobiles, which are stated at cost less accumulated depreciation and any provision required for impairment in value. Depreciation is computed using the straight-line method with no residual value based on the estimated useful life. The useful life of property and equipment is summarized as follows:

 

Categories   Useful life
Office equipment, fixture and furniture   3 – 5 years
Automobiles   3 – 5 years

 

The Company evaluates property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. An asset or asset group is considered impaired if the asset’s or asset group’s carrying amount exceeds the future net undiscounted cash flows that the asset or asset group is expected to generate. If such asset or asset group is considered to be impaired, the impairment recognized is the amount by which the carrying amount of the asset or asset group, if any, exceeds its fair value determined using a discounted cash flow model. For the three months ended June 30, 2026 and 2025, the Company did not recognize any impairment for property and equipment.

 

Costs of repairs and maintenance are expensed as incurred and asset improvements are capitalized. The cost and related accumulated depreciation of assets disposed of or retired are removed from the accounts, and any resulting gain or loss is reflected in the unaudited condensed consolidated statements of operations and comprehensive loss.
Intangible assets, net

(k) Intangible assets, net

 

Purchased intangible assets are recognized and measured at fair value upon acquisition. Separately identifiable intangible assets that have determinable lives continue to be amortized over their estimated useful lives using the straight-line method as follows:

 

Categories   Useful life
Software   5-10 years

 

Separately identifiable intangible assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. Measurement of any impairment loss for identifiable intangible assets is based on the amount by which the carrying amount of the assets exceeds the fair value of the assets. For the three months ended June 30, 2026 and 2025, there was no impairment of intangible assets.

Loss per share

(l) Loss per share

 

Basic loss per share is computed by dividing net loss attributable to stockholders by the weighted average number of outstanding shares of common stock. Liability-classified pre-funded warrants are excluded from the denominator in the computation of basic loss per ordinary share, as such instruments are not considered to be outstanding ordinary shares.

 

For the calculation of diluted loss per share, net loss attributable to stockholders for basic loss per share is adjusted by the effect of dilutive securities, including share-based awards, under the treasury stock method and convertible securities under the if-converted method. Potentially dilutive securities have been excluded from the computation of diluted loss per share if their inclusion is anti-dilutive.
Derivative liabilities

(m) Derivative liabilities

 

The Company accounts for derivative liabilities in accordance with ASC 815 Derivatives and Hedging and ASC 820 Fair Value Measurement. The derivative liabilities are carried at fair value on the Company’s unaudited condensed consolidated balance sheets, with any changes in fair value recognized in the Company’s unaudited condensed consolidated statements of operations and comprehensive loss. The Company estimates the fair value of derivative liabilities using the Black-Scholes valuation model at initial recognition and each subsequent valuation date.
Revenue recognition

(n) Revenue recognition

 

The Company recognized its revenue under Accounting Standards Codification (“ASC”) 842 Leases (“ASC 842”) and Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers (ASC 606).

 

ASC 606 establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts to provide goods or services to customers. The core principle requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration that it expects to be entitled to receive in exchange for those goods or services recognized as performance obligations are satisfied. It also requires the Company to identify contractual performance obligations and determine whether revenue should be recognized at a point in time or over time, based on when control of goods and services transfers to a customer.

 

To achieve that core principle, the Company applies the five steps defined under ASC 606: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the entity satisfies a performance obligation.

 

The Company accounts for a contract with a customer when the contract is entered into by the parties, the rights of the parties, including payment terms, are identified, the contract has commercial substance and consideration to collect is substantially probable.

 

Leases - Lessor

 

The Company recognized revenue as lessor in accordance with ASC 842. The two primary accounting provisions the Company uses to classify transactions as sales-type or operating leases are: (i) a review of the lease term to determine if it is for the major part of the economic life of the underlying equipment (defined as greater than 75%); and (ii) a review of the present value of the lease payments to determine if they are equal to or greater than substantially all of the fair market value of the equipment at the inception of the lease (defined as greater than 90%). Automobiles included in arrangements meeting these conditions are accounted for as sales-type leases. Interest income from the lease is recognized in financing revenues over the lease term. Automobile included in arrangements that do not meet these conditions are accounted for as operating leases and revenue is recognized over the term of the lease.

 

The Company excludes from the measurement of its lease revenues any tax assessed by a governmental authority that is both imposed on and concurrent with a specific revenue-producing transaction and collected from a customer.

 

The Company considers the economic life of most of the automobiles to be three to five years, since this represents the most common long-term lease term for its automobiles and the automobiles will be used for online ride-hailing services. The Company believes three to five years is representative of the period during which an automobile is expected to be economically usable, with normal service, for the purpose for which it is intended.

 

The Company’s lease pricing interest rates, which are used in determining customer payments in a finance lease arrangement, are developed based upon the local prevailing rates in the marketplace where its customer will be able to obtain an automobile loan under similar terms from the bank. The Company reassesses its pricing interest rates quarterly based on changes in the local prevailing rates in the marketplace. As of June 30, 2026, the Company’s pricing interest rate was 6.0% per annum. 

 

Contract liabilities

 

The Company’s contract liabilities consist of advances from customers, which are the upfront rent received from customers. The revenue recognized by continuing operations for the three months ended June 30, 2026 and 2025 which was previously included in the advances from customers balances as of March 31, 2026 and March 31, 2025 was $82,588 and $98,054, respectively.

 

The Company’s advances from customers amounted to $77,383 and $86,768 as of June 30, 2026 and March 31, 2026, respectively.

 

Disaggregated information of revenues recorded by continuing operations by business lines are as follows:

 

    For the Three Months Ended  
    June 30,  
    2026     2025  
    (Unaudited)     (Unaudited)  
Automobile Transaction and Related Services            
- Operating lease revenues from automobile rentals   $ 313,335     $ 386,266  
- Service fees from NEVs leasing     21,291       —  
- Financing revenues     11,813       22,331  
- Service fees from automobile purchase services     4,670       1,270  
- Default revenue     3,439       7,294  
- Monthly services commissions     1,163       8,265  
- Other service fees     5,178       2,272  
Total Revenues   $ 360,889     $ 427,698  

 

Automobile transaction and related services

 

Operating lease revenues from automobile rentals –The Company generates revenue from leasing its own automobiles. The Company recognizes revenue wherein an automobile is transferred to the lessees and the lessees has the ability to control the asset. Rental transactions are satisfied over the rental period and is recognized over time. As the operating lease revenue is fixed in nature under the Company’s various product solutions, the Company recognizes the revenue from operating lease on a straight-line basis over the lease term, based on periodic settlement between the Company and the online ride-hailing drivers. Rental periods are short term in nature, generally twelve months or less.

 

Service fees from NEVs leasing - Services fees from NEVs leasing are paid by some lessees who rent new energy electric vehicles from the Company. The amount of services fees is based on the product solutions chosen by lessees. The service content includes: (1) training services covering online ride-hailing regulations, operational skills, safety and other related aspects; (2) assistance to apply for the Network-Appointed Taxi Transport Certificate; (3) introducing online ride-hailing business and order-taking skills; (4) providing online ride-hailing operation and management services, etc.

 

Financing revenues – Interest income from the lease arising from the Company’s sales-type leases and bundled lease arrangements are recognized as financing revenues over the lease term based on the effective rate of interest in the lease.

 

Service fees from automobile purchase services - Automobile purchase services are paid by automobile purchasers for a series of the services provided to them throughout the purchase process such as credit assessment, installment of GPS devices, ride-hailing driver qualification and other administrative procedures. The service fee is based on the sales price of the automobiles and relevant services provided.

 

Default revenue - The Company charged the lessees default fees upon occurrence of default events such as early-termination of the contracts or other violation behaviors to the contracts. The default punishment is calculated and confirmed by the customers.

 

Monthly services commissions – Commissions from the services are generated from the management and related services provided to Partner Platforms and other companies, which are settled on a monthly basis. The Company recognizes revenues at a point in time when performance obligations are completed and the commission amount is confirmed by the Partner Platforms and other companies, based on their evaluations on the services provided by the Company.

 

The Company recognizes those revenues at a point in time when above mentioned services are completed, and the related automobile is delivered to the lessee or purchaser. The Company recognizes the revenue of service fees from NEVs leasing when the Company has fulfilled its performance obligation to provide NEVs leasing service such as consulting service and training service upon delivery of automobile. Accounts receivable related to automobile purchase services is collected upon the automobiles are delivered to lessees or purchaser. The Company recognizes default revenue at a point in time when performance obligations are completed and the default punishment is calculated and confirmed by the customers, which represent the collectability is probable from the customers.

 

Other revenues – The Company generated other revenues such as miscellaneous service fees charged to its customers for some supporting services provided to online ride-hailing drivers. The Company recognizes revenues at a point in time when performance obligations are completed and the collectability is probable from the customers.
Leases – lessee

(o) Leases – lessee

 

The Company accounts for leases in accordance with ASC 842. The Company enters into certain agreements as a lessee to lease automobiles and to conduct its automobiles rental operations. If any of the following criteria are met, the Company classifies the lease as a direct financing or sales-type lease (as a lessee):

 

  ● The lease transfers ownership of the underlying asset to the lessee by the end of the lease term;

 

  ● The lease grants the lessee an option to purchase the underlying asset that the Company is reasonably certain to exercise;

 

  ● The lease term is for 75% or more of the remaining economic life of the underlying asset, unless the commencement date falls within the last 25% of the economic life of the underlying asset;

 

  ● The present value of the sum of the lease payments equals or exceeds 90% of the fair value of the underlying asset; or

 

  ● The underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term.

 

Leases that do not meet any of the above criteria are accounted for as operating leases.

 

Finance and operating lease ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. Since the implicit rate for the Company’s leases is not readily determinable, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The incremental borrowing rate is the rate of interest that the Company would have to pay to borrow, on a collateralized basis, an amount equal to the lease payments, in a similar economic environment and over a similar term.

 

The Company considers extension, renewal and termination options at lease inception when calculating the present value of lease payments. However, the Company has determined there is no reasonable certainty that any of these options will be exercised, so such optional periods are generally excluded from the lease terms used for present value of lease payments. The Company has elected the short-term lease exception, therefore operating lease ROU assets and liabilities do not include leases with a lease term of twelve months or less. Its leases generally do not provide a residual guarantee. The finance or operating lease ROU asset also excludes lease incentives. Lease expense is recognized on a straight-line basis over the lease term for operating lease. Meanwhile, the Company recognizes the finance leases ROU assets and interest on an amortized cost basis. The amortization of finance ROU assets is recognized on a straight-line basis as amortization expense, while the lease liability is increased to reflect interest on the liability and decreased to reflect the lease payments made during the period. Interest expense on the lease liability is determined each period during the lease term as the amount that results in a constant periodic interest rate applied to the remaining balance of the liability.

 

 

The Company reviews the impairment of its ROU assets consistent with the approach applied for its other long-lived assets. The Company reviews the recovery ability of its long-lived assets when events or changes in circumstances occur that indicate that the carrying value of an asset or asset group may not be recoverable. The assessment of possible impairment is based on its ability to recover the carrying value of the asset or asset group from the expected undiscounted future pre-tax cash flows of the related operations. The Company has elected to include the carrying amount of finance and operating lease liabilities in any tested asset group and include the associated lease payments in the undiscounted future pre-tax cash flows. For the three months ended June 30, 2026 and 2025, the Company did not recognize impairment loss on its ROU assets.

Share-Based Awards

(p) Share-Based Awards

 

The Company accounts for share-based awards issued in exchange for employee and non-employee services under ASC 718, Stock Compensation. Share-based awards issued to non-employees for goods or services are measured at the grant-date fair value of the equity instruments issued. For share-based awards that are not subject to vesting, forfeiture, or future service requirements, the full fair value of the awards is recognized as compensation expense on the issuance date.
Discontinued operations

(q) Discontinued operations

 

A discontinued operation may include a component of an entity or a group of components of an entity, or a business or nonprofit activity. A disposal of a component of an entity or a group of components of an entity is required to be reported in discontinued operation if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results when any of the following occurs: (1) the component of an entity or group of components of an entity meets the criteria to be classified as held for sale; (2) the component of an entity or group of components of an entity is disposed of by sale; (3) the component of an entity or group of components of an entity is disposed of other than by sale (for example, by abandonment or in a distribution to owners in a spinoff).
Significant risks and uncertainties

(r) Significant risks and uncertainties

 

1) Credit risk

 

  a. Assets that potentially subject the Company to significant concentration of credit risk primarily consist of cash. The maximum exposure of these assets to credit risk is their carrying amounts as of the balance sheet dates. As of June 30, 2026 and March 31, 2026, approximately $6,754,000 and $325,000, respectively, were deposited with banks in the United States which is insured by the U.S. government up to $250,000. Approximately $2,370,000 and $2,238,000 was deposited with banks in Hong Kong as of June 30, 2026 and March 31, 2026, respectively, which is insured by the Hong Kong government up to $102,000 (HKD800,000). As of June 30, 2026 and March 31, 2026, approximately $3,748,000 and $999,000, respectively, were deposited in financial institutions located in mainland China, which were insured by the government authority. Under the Deposit Insurance System in China, an enterprise’s deposits at one bank are insured for a maximum of approximately $74,000 (RMB500,000).

 

The Company’s operations are carried out entirely in mainland China. Accordingly, the Company’s business, financial condition and results of operations may be influenced by the social, political, economic and legal environments in the PRC as well as by the general state of the PRC economy. In addition, the Company’s business may be influenced by changes in PRC government laws, rules and policies with respect to, among other matters, anti-inflationary measures, currency conversion and remittance of currency outside of China, rates and methods of taxation and other factors.

 

  b. In measuring the credit risk of accounts receivable due from the automobile purchasers (the “customers”), the Company mainly reflects the “probability of default” by the customer on its contractual obligations and considers the current financial position of the customer and the risk exposures to the customer and its likely future development.

 

Historically, most of the automobile purchasers would pay the Company their previously defaulted amounts within one to three months. As a result, the Company would provide full provisions on accounts receivable if the customers default on repayments for over three months. As of June 30, 2026 and March 31, 2026, the Company record no allowance for credit losses against accounts receivable.

 

 

2) Foreign currency risk

 

As of June 30, 2026 and March 31, 2026 substantially all of the Company’s operating activities and major assets and liabilities, except for the cash deposit of approximately $9,124,000 and $2,563,000, respectively, in U.S. dollars, are denominated in RMB, which are not freely convertible into foreign currencies. All foreign exchange transactions take place through either the People’s Bank of China (the “PBOC”) or other authorized financial institutions at exchange rates quoted by PBOC. Approval of foreign currency payments by the PBOC or other regulatory institutions requires a payment application together with invoices and signed contracts. The value of RMB is subject to change in central government policies and international economic and political developments affecting supply and demand in the China Foreign Exchange Trading System market. When there is a significant change in value of RMB, the gains and losses resulting from translation of financial statements of a foreign subsidiary will be significantly affected. RMB appreciated from 6.90 RMB into US$1.00 on March 31, 2026 to 6.79 RMB into US$1.00 on June 30, 2026.

Recently adopted accounting pronouncements

(s) Recently adopted accounting pronouncements

 

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topics 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which improves the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the effective tax rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. For public business entities (PBEs), the ASU is effective for annual periods beginning after December 15, 2024. For all other entities (i.e. non-PBEs), the ASU is effective for annual periods beginning after December 15, 2025. Early adoption is permitted. As a PBE, the Company adopted ASU 2023-09 for its annual period beginning April 1, 2024, on a retrospective basis.

 

In July 2025, the FASB issued ASU 2025-05, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient for estimating expected credit losses on current accounts receivable and current contract assets arising from transactions accounted for under Topic 606 – Revenue from Contracts with Customers. Under this practical expedient, entities may assume that current conditions as of the balance sheet date do not change for the remaining life of the asset. The ASU is effective for financial statements issued for fiscal years beginning after December 15, 2025. Early adoption is permitted. The Company adopted this ASU at this reporting period, and it has no material impact on its unaudited condensed consolidated financial statements.
Recent accounting pronouncements not yet adopted

(t) Recent accounting pronouncements not yet adopted

 

In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), and in January 2025, the FASB issued ASU No. 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date (“ASU 2025-01”). ASU 2024-03 requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement. ASU 2024-03, as clarified by ASU 2025-01, is effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Both early adoption and retrospective application are permitted. The Company is currently evaluating the impact of this accounting standard update on its unaudited condensed consolidated financial statements and related disclosures.

 

In December 2025, the FASB issued ASU No. 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. The ASU clarifies interim disclosure requirements and the applicability of Topic 270. The objective of the amendments is to provide further clarity about the current interim disclosure requirements. The ASU is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. Adoption of this ASU can be applied either a prospective or a retrospective approach. Early adoption is permitted. The Company is currently evaluating the impact of this accounting standard update on its unaudited condensed consolidated financial statements and related disclosures.

 

In December 2025, the FASB issued ASU No. 2025-12, Codification Improvements. The ASU addresses thirty-three items, representing the changes to the Codification that (1) clarify, (2) correct errors, or (3) make minor improvements. Generally, the amendments in this Update are not intended to result in significant changes for most entities. The ASU is effective for interim reporting periods within annual reporting periods beginning after December 15, 2026. The adoption method of this ASU may vary, on an issue-by-issue basis. Early adoption is permitted. The Company is currently evaluating the impact of this accounting standard update on its unaudited condensed consolidated financial statements and related disclosures.

 

Except for the above-mentioned pronouncements, there are no new recent issued accounting standards that will have material impact on the unaudited condensed consolidated statements and related disclosures.