SecProbe.io

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 March 26, 2025

Lixin Cai
Chief Executive Officer
CXJ Group Co., Ltd
Room 401, 4th Floor, East Block Building 5
Xintiandi Business Center, No. 7 Anqiaogang Road
Gongshu District, Hangzhou City
Zhejiang Province, China 310017

 Re: CXJ Group Co., Ltd
 Form 10-K for the fiscal year ended May 31, 2024
 Filed November 8, 2024
 Form 10-Q for the quarter ended November 30, 2024
 Filed January 8, 2025
 File No. 000-56425
Dear Lixin Cai:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comment(s).

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the fiscal year ended May 31, 2024
Report of Independent Registered Public Accounting Firm, page F-1

1. We note your auditors' report indicates the financial statements for the
year ended
 May 31, 2023 has been restated. We also note elsewhere throughout the
filing that
 fiscal 2023 amounts have been labeled restated. However, we were unable
to find any
 information in the filing relating to the restatement itself. In this
regard, please explain
 to us in detail the nature of the restatement for the year ended May 31,
2023 and
 whether the restatement was the result of a correction of an error.
Additionally, revise
 your notes to the consolidated financial statements to include all
required disclosures
 in accordance with ASC 250-10-50. We may have further comment on the
matter
 based upon on your response.
 March 26, 2025
Page 2

Notes to the Consolidated Financial Statements
Note 2 Summary of Significant Accounting Policies
Basis of consolidation, page F-12

2. We note from your disclosures in the last paragraph of Note 1 that ECXJ,
through
 its wholly owned subsidiary, CXJ and its subsidiaries and the VIE own
and operate an
 active automobiles products trading and services business in the People
 s Republic of
 China. We further note in the table on page 12 you list VIEs that you
consolidate and
 have 100% equity interest. In this regard, please revise your financial
statements to
 explicitly state whether you are the primary beneficiary of the VIEs and
revise to
 include all disclosures required by ASC 810-10-50. If you are not the
VIEs primary
 beneficiary, please explain why and provide the disclosures in ASC
810-10-50-4.
General

3. Please revise your filing, as applicable, to provide more specific and
prominent
 disclosures about the legal and operational risks associated with
China-based
 companies. For additional guidance, please see the Division of
Corporation Finance's
 Sample Letters to China-Based Companies issued by the Staff in July 2023
and
 December 2021.
Form 10-Q for the quarter ended November 30, 2024
Item 4 Controls and Procedures
Management's Evaluation of Disclosure Controls and Procedures, page 33

4. We note in both Form 10-Qs for the quarters ended November 30, 2024 and
August
 31, 2024, you disclose management's evaluation of disclosures controls
and
 procedures were effective as of the end of each respective period
covered by the
 report. However, your disclosure of management's evaluation of
disclosure controls
 and procedures contained in your Form 10-K for the year ended May 31,
2024 you
 conclude your disclosure controls and procedures were not effective as
of May 31,
 2024 and additionally, you cite various material weaknesses in your
internal controls
 and procedures which lead you to conclude your internal controls over
financial
 reporting were also not effective of as May 31, 2024. In this regard, we
note no
 discussion of remediation efforts in either of your Form 10-Qs which
lead you to
 conclude the material weaknesses had been remediate and that your
disclosure
 controls and procedures at November 30, 2024 and August 31, 2024 were
thus
 effective. Please advise or alternatively revise disclosures in your
filings to correct
 the inconsistency.
 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.

 Please contact Stephany Yang at 202-551-3167 or Kevin Woody at
202-551-3629
with any questions.
 March 26, 2025
Page 3

 Sincerely,

 Division of Corporation Finance
 Office of Manufacturing
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