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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the Quarterly Period Ended March 31, 2024

 

or

 

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 333-228681

 

EZAGOO LIMITED

(Exact name of registrant issuer as specified in its charter)

 

Nevada   30-1077936

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

Rm 205, 2/F, Building 17, Yard 1, Li Ze Road, Feng Tai District, Beijing 100073, China

(Address of principal executive offices, including zip code)

 

Registrant’s phone number, including area code (+86) 139 751 09168

 

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   EZOO   OTC Markets

 

Securities registered pursuant to Section 12(g) of the Act: Common stock, par value $0.0001 per share

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

 

Yes ☐ No ☒

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

 

Yes ☐ No ☒

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities 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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding twelve months (or shorter period that the registrant was required to submit and post such files).

 

YES ☒ NO ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” or an “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

 

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

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

Class   Outstanding at May 15, 2024
Common Stock, $.0001 par value   119,956,826

 

 

 

  
 

 

TABLE OF CONTENTS

 

    Page
     
PART I FINANCIAL INFORMATION F-1
     
ITEM 1. FINANCIAL STATEMENTS: F-1
  Condensed Consolidated Balance Sheets as of March 31, 2024 (unaudited) and December 31, 2023 F-1
  Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three months ended March 31, 2024 and 2023 (unaudited) F-2
  Condensed Consolidated Statement of Changes in Stockholders’ Deficit for the three months ended March 31, 2024 and 2023 (unaudited) F-3
  Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2024 and 2023 (unaudited) F-4
  Notes to the Condensed Consolidated Financial Statements (unaudited) F-5
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 2-4
ITEM 3. QUANTITATIVE AND QUALITATIVED IS CLOSURES ABOUT MARKET RISK 5
ITEM 4. CONTROLS AND PROCEDURES 5
     
PART II OTHER INFORMATION 5
     
ITEM 1 LEGAL PROCEEDINGS 5
ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 5
ITEM 3 DEFAULTS UPON SENIOR SECURITIES 5
ITEM 4 MINE SAFETY DISCLOSURES 5
ITEM 5 OTHER INFORMATION 5
ITEM 6 EXHIBITS 5
  SIGNATURES 6

 

 1 
 

 

PART I – FINANCIAL INFORMATION

 

Item 1. Financial statements

 

EZAGOO LIMITED

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF MARCH 31, 2024 (UNAUDITED) AND DECEMBER 31, 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

  

March 31, 2024

   December 31, 2023 
         (Reclassified) 
ASSETS          
CURRENT ASSETS          
Cash and cash equivalents  $249,853   $266,542 
Amount due from the related party   138    141 
Deposits, prepayments and other receivables   38,607    28,763 
Income tax receivables   2,073    2,073 
Total current assets   290,671    297,519 
           
NON-CURRENT ASSETS          
Right-of-use assets   16,012    21,603 
Total non-current assets   16,012    21,603 
           
TOTAL ASSETS  $306,683   $319,122 
           
LIABILITIES AND STOCKHOLDERS’ DEFICIT          
CURRENT LIABILITIES          
Accounts payable  $10,532   $13,527 
Accrual, other payables and deposits received   136,729    172,718 
Amounts due to the related parties   3,306,366    3,243,063 
Lease liabilities   22,693    21,603 
Total current liabilities   3,476,320    3,450,911 
           
TOTAL LIABILITIES  $3,476,320   $3,450,911 
           
STOCKHOLDERS’ DEFICIT          
Preferred stocks, $0.0001 par value, 200,000,000 shares authorized, none issued and outstanding  $-   $- 
Common stocks, $0.0001 par value, 600,000,000 shares authorized, 119,956,826 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively   11,996    11,996 
Additional paid-in capital   1,469,166    1,469,166 
Accumulated other comprehensive income   182,780    125,963 
Accumulated deficit   (4,833,579)   (4,738,914)
TOTAL STOCKHOLDERS’ DEFICIT   (3,169,637)   (3,131,789)
           
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT  $306,683   $319,122 

 

See accompanying notes to the unaudited condensed consolidated financial statements.

 

 F-1 

 

 

EZAGOO LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

 

         
   Three months ended March 31, 
   2024   2023 
       (Reclassified) 
REVENUES  $43,516   $76,236 
           
COSTS OF REVENUES   (37,461)   (65,117)
           
GROSS PROFIT   6,055    11,119 
           
OPERATING EXPENSES          
Sales and marketing expenses   (34,400)   (19,980)
General and administrative expenses   (101,826)   (215,453)
TOTAL OPERATING EXPENSE   (136,226)   (235,433)
           
OPERATING LOSS   (130,171)   (224,314)
           
OTHER INCOME (EXPENSES)          
Other income   35,507    56 
Other expenses   (1)   (5)
Imputed interest expenses, net   -    (27,489)
TOTAL OTHER INCOME (EXPENSES), NET   35,506    (27,438)
           
LOSS BEFORE INCOME TAX   (94,665)   (251,752)
           
INCOME TAX EXPENSES   -    - 
           
NET LOSS  $(94,665)  $(251,752)
           
Other comprehensive income (loss)          
Foreign exchange adjustment income (loss)   56,817    (12,744)
COMPREHENSIVE LOSS  $(37,848)  $(264,496)
           
Net loss per share - Basic and diluted  $(0.00)  $(0.00)
           
Weighted average number of common shares outstanding – Basic and diluted   119,956,826    119,956,826 

 

See accompanying notes to the unaudited condensed consolidated financial statements.

 

 F-2 

 

 

EZAGOO LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

For the three months ended March 31, 2024

 

                         
   COMMON STOCKS       ACCUMULATED         
   NUMBERS OF SHARES   AMOUNT  

ADDITIONAL
PAID-IN

CAPITAL

  

OTHER
COMPREHENSIVE

LOSS

  

ACCUMULATED

DEFICIT

  

TOTAL
STOCKHOLDERS’

DEFICT

 
Balance as of January 1, 2024 (Audited)   119,956,826   $11,996   $1,469,166   $125,963   $(4,738,914)  $(3,131,789)
Net loss   -    -    -    -    (94,665)   (94,665)
Other comprehensive loss   -    -    -    56,817    -    56,817 
Balance as of March 31, 2024 (Unaudited)   119,956,826   $11,996   $1,469,166   $182,780   $(4,833,579)  $(3,169,637)

 

For the three months ended March 31, 2023

 

   COMMON STOCKS       ACCUMULATED         
   NUMBERS OF SHARES   AMOUNT  

ADDITIONAL
PAID-IN

CAPITAL

  

OTHER
COMPREHENSIVE

LOSS

  

ACCUMULATED

DEFICIT

  

TOTAL
STOCKHOLDERS’

DEFICT

 
Balance as of January 1, 2023 (Audited)   119,956,826   $11,996   $1,467,490   $76,280   $(3,831,788)  $(2,276,022)
Imputed interest expenses   -    -    27,489    -    -    27,489 
Net loss   -    -    -    -    (251,752)   (251,752)
Other comprehensive loss   -    -    -    (12,744)   -    (12,744)
Balance as of March 31, 2023 (Unaudited)   119,956,826   $11,996   $1,494,979   $63,536   $(4,083,540)  $(2,513,029)

 

See accompanying notes to the unaudited condensed consolidated financial statements.

 

 F-3 

 

 

EZAGOO LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

 

         
   Three months ended March 31, 
   2024   2023 
CASH FLOWS FROM OPERATING ACTIVITIES:          
Net loss  $(94,665)  $(251,752)
Adjustments to reconcile net loss to net cash used in operating activities          
Depreciation of property and equipment   -    2,507 
Imputed interests, net   -    27,489 
           
Changes in operating assets and liabilities:          
Deposits, prepayments and other receivables   (10,402)   33,643 
Accounts payable   (2,782)   (9,443)
Accrual and other payables   (33,545)   (62,317)
Receipts in advance   (361)   (45,681)
Income tax payables   -    1,803 
Right-of-use assets   (5,591)   48,551 
Lease liabilities   (1,090)   (30,488)
Net cash used in operating activities   (148,436)   (285,688)
           
CASH FLOWS FROM FINANCING ACTIVITIES:          
Funds advanced from the related parties, net   128,403    297,698 
Funds advanced from (repayments to) a director, net   3,742    (3,933)
Net cash provided by financing activities   132,145    293,765 
           
Effect of exchange rate changes on cash and cash equivalents   (398)   529 
           
Net change in cash and cash equivalents   (16,689)   8,606 
Cash and cash equivalents, beginning of period   266,542    454,980 
CASH AND CASH EQUIVALENTS, END OF PERIOD  $249,853   $463,586 
           
SUPPLEMENTAL CASH FLOWS INFORMATION          
Cash paid for income taxes  $-   $- 
Cash paid for interest paid  $-   $- 
           
NON-CASH INVESTING AND FINANCING ACTIVITY          
Right-of-use assets obtained in exchange for lease liabilities  $-   $43,693 

 

See accompanying notes to the unaudited condensed consolidated financial statements.

 

 F-4 

 

 

EZAGOO LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

NOTE 1 – ORGANIZATION AND BUSINESS BACKGROUND

 

Ezagoo Limited, a Nevada corporation (“the Company”) was incorporated under the laws of the State of Nevada on May 9, 2018.

 

On May 9, 2018 Tan Xiaohao was appointed as President, Secretary, Treasurer, and Director of the Company.

 

On May 9, 2018, our President, Tan Xiaohao, purchased 90,050,500 shares of restricted common stock at a purchase price of $0.0001 (par value) per share. The proceeds from the sale, which were in the amount of $9,005 have gone directly to the Company for initial working capital.

 

On June 30, 2018 Zhang Qianwen and Greenpro Asia Strategic SPC- Greenpro Asia Strategic Fund SP purchased 3,591,000 and 1,358,500 shares of restricted common stock respectively at a purchase price of $0.0001 (par value) per share. The proceeds from the sale, which were in the amount of $495, have gone directly to the Company for initial working capital.

 

On June 6, 2018 Ezagoo Holding Limited, a Seychelles Company, acquired Ezagoo Limited, A Hong Kong Company, in consideration of $0.13.

 

Ezagoo Limited, a Nevada Company, acquired Ezagoo Holding Limited, a Seychelles Company, on June 25, 2018 in consideration of $1. Ezagoo Holding Limited is now a wholly owned subsidiary of the Company.

 

On July 20, 2018, Ezagoo Limited, a Hong Kong Company, incorporated a new subsidiary in Changsha, China, called Changsha Ezagoo Technology Limited, whereas it is owned entirely (100%) by Ezagoo Limited, the Hong Kong Company. There was no consideration exchanged per the transaction.

 

The three companies above are under common control Mr. Tan Xiaohao, the director of the Company, so they are related parties.

 

On July 20, 2018, Changsha Ezagoo Technology Limited, the Hong Kong Company, also referred to herein as “CETL”, entered into and consummated an agreement with Beijing Ezagoo Shopping Holding Limited, also referred to herein as “BESH”, and Ruiyin (Shenzhen) Financial Leasing Limited, also referred to herein as “RFLL”, whereas CETL has the option to purchase all of the equity interests of Beijing Ezagoo Zhicheng Internet Technology Limited, a Chinese, “PRC” Company, from RFLL and BESH. These equity interests would make up 100% of the equity interests of Beijing Ezagoo Zhicheng Internet Technology Limited. Beijing Ezagoo Zhicheng Internet Technology Limited is considered to be a variable interest entity, also referred to herein as a “VIE”, to Changsha Ezagoo Technology Limited, and therefore a VIE of the issuer, Ezagoo Limited, a Nevada Company. More information regarding this agreement can be found in exhibit 10.1, titled, “Call Option Agreement” on the Form S-1 Amendment No.3, filed on May 3, 2019.

 

On July 20, 2018, CETL entered into and consummated an agreement with BESH and RFLL whereas BESH and RFLL have given CETL the right to appoint management of CETL to act as proxy to existing shareholders of Beijing Ezagoo Zhicheng Internet Technology Limited. This gives management of CETL the ability to conduct and control company affairs of Beijing Ezagoo Zhicheng Internet Technology Limited. Actions which management of CETL may be able to carry out include, but are not limited to, exercising voting rights as proxy of the existing shareholder(s), appointing new directors, hiring new management, and carrying out corporate actions. More information regarding this agreement can be found in exhibit 10.2, titled, “Shareholder’ Voting Rights Proxy Agreement” on the Form S-1 Amendment No.3, filed on May 3, 2019.

 

On July 20, 2018 CETL entered into and consummated an agreement with BESH and RFLL whereas BESH and RFLL have engaged CETL to provide management, financial, and other business services to Beijing Ezagoo Zhicheng Internet Technology Limited (formerly named as Hunan Ezagoo Zhicheng Internet Technology Limited that change the company name on December 2, 2020). CETL is to be compensated with 100% of all profits generated by Beijing Ezagoo Zhicheng Internet Technology Limited. This Agreement is effective as of July 20, 2018 and will continue in effect for a period of ten (10) years (the “Initial Term”), and for succeeding periods of the same duration (each, “Subsequent Term”), until terminated by one of the following means either during the Initial Term or thereafter: Mutual Consent, Termination by CETL, Breach or Insolvency. Beijing Ezagoo Zhicheng Internet Technology Limited is considered to be a variable interest entity to Changsha Ezagoo Technology Limited, and therefore a VIE of the issuer, Ezagoo Limited, a Nevada Company. More information regarding this agreement can be found in exhibit 10.3, titled, “Management Services Agreement” on the Form S-1 Amendment No.3, filed on May 3, 2019.

 

On July 20, 2018, CETL entered into and consummated an agreement with BESH and RFLL whereas BESH and RFLL have pledged their equity interests in Beijing Ezagoo Zhicheng Internet Technology Limited, to CETL. More information regarding this agreement can be found in exhibit 10.4, titled, “Equity Pledge Agreement” on the Form S-1 Amendment No.3, filed on May 3, 2019.

 

On July 20, 2018, CETL entered into a loan agreement with BESH and RFLL wherein CETL will loan the amount of approximately CNY$100,000 (Chinese Yuan) to BESH and RFLL, all of which shall be used for the benefit of Beijing Ezagoo Zhicheng Internet Technology Limited. The total amount of the loan is due on, or before, December 31, 2018. More information regarding this agreement can be found in exhibit 10.5, titled, “Loan Agreement” on the Form S-1 Amendment No.3, filed on May 3, 2019.

 

On July 31, 2018, Xin Yang was appointed Chief Financial Officer of the Company.

 

On January 18, 2021, RFLL, one of the Equity owners of BEZL, had transferred their 20% equity of BEZL, including the rights and duties of the five agreements mentioned above that CETL entered and consummated with BEID and them, were transferred to and inherited by, Hunan Wangcheng Xingyi Industrial Development Co., Ltd. (herein as “WCXYID”, which the Company is 100% owned by Mr. Tan, Xiaohao). Therefore, on January 18, 2021, CETL entered and consummated the Call Option Agreement Amendment No.1 (exhibit 10.1A, that can be found on the Form 10-K for the year ended December 31, 2023, filed on April 8, 2024) with BEID and WCXYID, the Shareholder Voting Rights Proxy Agreement Amendment No.1 (exhibit 10.2A, that can be found on the Form 10-K for the year ended December 31, 2023, filed on April 8, 2024) with BEID and WCXYID, the Management Services Agreement Amendment No.1 (exhibit 10.3A, hat can be found on the Form 10-K for the year ended December 31, 2023, filed on April 8, 2024) with BEZL, the Equity Pledge Agreement Amendment No.1 (exhibit 10.4A, that can be found on the Form 10-K for the year ended December 31, 2023, filed on April 8, 2024) with BEID and WCXYID, and the Loan Agreement Amendment No.1 (exhibit 10.5A, that can be found on the Form 10-K for the year ended December 31, 2023, filed on April 8, 2024) with BEID and WCXYID.

 

On March 3, 2021, the Company incorporated a branch company of Beijing Ezagoo Zhicheng Internet Technology Limited, named Changsha Branch of Beijing Ezagoo Zhicheng Internet Technology Limited, the reason to continue the operating in Changsha is we had adapted to the business environment and adjusted business strategy.

 

On August 28, 2023, the existing officer resigned immediately. Accordingly, Mr. Xin Yang, serving as an officer, ceased to be the Company’s Chief Financial Officer. On the effective date, Ms. Yibo Li consented to act as the new Chief Financial Officer of the Company.

 

EZAGOO LIMITED and its subsidiaries are hereinafter referred to as the “Company”.

 

 F-5 

 

 

EZAGOO LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

NOTE 2 - GOING CONCERN UNCERTAINTIES

 

As of March 31, 2024, the Company had working capital deficit of $3,185,649 and accumulated deficit of $4,833,579, and had incurred a net loss of $94,665 and negative operating cashflows of $148,436 for the three months ended March 31, 2024. The continuation of the Company as a going concern through March 31, 2024 is dependent upon improving profitability and the continuing financial support from its stockholders. Management believes the existing shareholders or external financing will provide additional cash to meet the Company’s obligations as they become due.

 

These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. These 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 in the Company not being able to continue as a going concern.

 

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

The accompanying unaudited condensed consolidated financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying consolidated financial statements and notes.

 

Basis of consolidated presentation

 

These condensed consolidated financial statements, accompanying notes, and related disclosures have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). These accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). The Company’s fiscal year end is December 31. The Company’s financial statements are presented in U.S. dollars.

 

The condensed consolidated financial statements include the accounts of EZAGOO LIMITED and its subsidiaries. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation.

 

Use of estimates

 

In preparing these condensed consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheets and revenues and expenses during the periods reported. Actual results may differ from these estimates.

 

Reclassification

 

Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations.

 

Foreign currencies translation and re-measurement

 

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at 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 at the balance sheet dates. The resulting exchange differences are recorded in the statements of operations and comprehensive income.

 

The reporting currency of the Company is United States Dollars (“US$”) and the accompanying condensed financial statements have been expressed in US$. In addition, the Company’s subsidiary in People’s Republic of China maintains its books and record in its local currency, Chinese Yuan (“RMB”), which is functional currency as being the primary currency of the economic environment in which the entity operates.

 

In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, 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 foreign subsidiary are recorded as a separate component of accumulated other comprehensive income (loss) within the statements of stockholders’ deficit.

 

Translation of amounts from RMB into US$1 has been made at the following exchange rates for the respective periods:

 

   2024   2023 
  

As of and for the three months ended

March 31,

 
   2024   2023 
Period-end RMB: US$1 exchange rate   7.22    7.10 
Period-average RMB: US$1 exchange rate   7.17    7.08 
Period-end HK$: US$1 exchange rate   7.83    7.81 
Period-average HK$: US$1 exchange rate   7.82    7.83 

 

Cash and cash equivalents

 

The company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. Cash and cash equivalents consist of cash on hand, demand deposits placed with banks that located in US, the Hong Kong and mainland China.

 

 F-6 

 

 

EZAGOO LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

Property and equipment

 

Property and equipment are carried at cost less accumulated depreciation. Depreciation is provided over their estimated useful lives, using the straight-line method. Estimated useful lives of the property and equipment are as follows:

 

Office equipment 3-5 years

 

The cost of maintenance and repairs is charged to expenses as incurred, whereas significant renewals and betterments are capitalized.

 

Lease

 

The Company accounts for its leases in accordance with ASC 842 Leases. The Company leases office space. The Company concludes on whether an arrangement is a lease at inception. This determination as to whether an arrangement contains a lease is based on an assessment as to whether a contract conveys the right to the Company to control the use of identified property, plant or equipment for period of time in exchange for consideration. Leases with an initial term of 12 months or less are not recorded on the balance sheet. The Company recognizes these lease expenses on a straight-line basis over the lease term.

 

The Company has assessed its contracts and concluded that its leases consist of only operating leases. Operating leases are included in right-of-use (ROU) assets, current portion of lease liabilities, and non-current portion of lease liabilities in the Company’s consolidated balance sheets.

 

ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company determines an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company’s incremental borrowing rate is a hypothetical rate based on its understanding of what its credit rating would be. The ROU asset also includes any lease payments made and excludes lease incentives. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

 

Revenue recognition

 

The Company assesses and follows the guidance of ASC 606, revenue from contracts with customers is recognized using the following five steps:

 

  1. Identify the contract(s) with a customer;

 

    a. The parties to the contract have approved the contract (in writing, orally, or in accordance with other customary business practices) and are committed to perform their respective obligations.
    b. The entity can identify each party’s rights regarding the services to be transferred.
    c. The entity can identify the payment terms for the services to be transferred.
    d. The contract has commercial substance (that is, the risk, timing, or amount of the entity’s future cash flows is expected to change as a result of the contract).
    e. It is probable that the entity will collect substantially all of the consideration to which it will be entitled in exchange for the services that will be transferred to the customer.

 

  2. Identify the performance obligations in the contract;

 

    a. According to the contract, the Company and Customer has to maintain the performance obligation, respectively.
    b. The customer shall pay for the services and goods after signing of the contract and provide appropriate advertisement materials, and the delivery address & contact information of the e-commerce order to the Company, the Company shall ensure the provided service and delivered goods of the Customer according to the contract terms.

 

  3. Determine the transaction price;

 

    a. For the e-commerce contract, the transaction price is explicitly stated in fixed amount in the contract. There is no variable consideration, such as discounts, rebates, consideration payable to customer or noncash consideration. There was no price concession, and the Company did not expect any price concession for the service performed during the periods ended March 31, 2024 and 2023.
    b. The contract does not contain any elements that would cause consideration under the arrangement to be variable (Examples include discounts, rebates, refunds, credits, incentives, tiered pricing, price guarantees, right of return, etc.).
    c. There are no factors that exist whereby it is not probable that a significant reversal or revenues will not occur in the contract.

 

  4. Allocate the transaction price to the performance obligations in the contract; and

 

    a. There were no multiple performance obligations to which the transaction price must be allocated, and each contract only has one performance obligation. The standalone selling price is explicated stated in the contract.

 

  5. Recognize revenue when (or as) the entity satisfies a performance obligation.

 

    a. Per ASC 606, an entity shall recognize revenue when (or as) the entity satisfies a performance obligation by transferring a promised good or service (that is, an asset) to a customer. An asset is transferred when (or as) the customer obtains control of that asset.
    b. Revenue is recognized when the advertising service is performed. According to the sample advertising and e-commerce contract, upon obtaining the signed contract and order from the Customer, the service and goods’ period would be started. Therefore, the revenue is recognized when the service and goods are completely provided and delivered at that point in time.

 

 F-7 

 

 

EZAGOO LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

Under Topic 606, revenues are recognized when the promised services and goods have been confirmed and transferred to the consumers in amounts that reflect the consideration the customer expects to be entitled to in exchange for those services. The Company presents value added taxes (“VAT”) as reductions of revenues. The Company recognizes revenues net of value added taxes (“VAT”) and relevant charges.

 

During the period ended March 31, 2024, the Company’s revenues were mainly generated from providing e-commerce trading of goods and products on ZCZX WeChat Application that is subscribed from Weimob (微盟集团, HK02013) (“trading income” since September 2022), providing e-commerce value-added service in LSM WeChat Application which is also subscribed from Weimob (微盟集团, HK02013) (“commission income” since November 2022), and providing service of travel planning to customer (“service income” since March 2024).

 

Cost of revenues

 

Cost of revenue includes costs of goods sold and sales commissions expenses of e-commerce trading in ZCZX, the operating salaries for the staffs who running the ZCZX and LSM, and the service of travel planning.

 

Imputed Interest

 

The Company owned director and related parties some loans which are unsecured, interest-free with no fixed payment term, for working capital purpose. Imputed interests were $0 and $27,489 for the periods ended March 31, 2024 and 2023, respectively.

 

Value-added taxes

 

Revenue is recognized net of value-added taxes (“VAT”). The VAT is based on gross sales price and VAT rates applicable to the Company is 13% of e-commerce trading income and 6% of commission income and service income for the periods ended March 31, 2024 and 2023. All of the VAT returns filed by the Company’s subsidiaries in the PRC, have been and remain subject to examination by the PRC tax authorities for five years from the date of filing. VAT payables are included in accrued liabilities.

 

Income taxes

 

The Company followed the liability method of accounting for income taxes in accordance with ASC 740, Income Taxes, or ASC 740. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the period in which the differences are expected to reverse. The Company recorded a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rate is recognized in tax expense in the period that includes the enactment date of the change in tax rate.

 

The Company accounted for uncertainties in income taxes in accordance with ASC 740. Interest and penalties related to unrecognizable tax benefit recognized in accordance with ASC 740 are classified in the consolidated statements of comprehensive loss as income tax expense.

 

Earnings per share

 

The Company computes earnings per share (“EPS”) in accordance with ASC Topic 260, “Earnings per share”. Basic EPS is measured as the income or loss available to common shareholders divided by the weighted average common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (e.g., convertible securities, options, and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Any potential common shares in 2024 and 2023 that have an anti-dilutive effect (i.e. those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS.

 

Commitments and contingencies

 

Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.

 

Related party transaction

 

A related party is generally defined as (i) any person that holds 10% or more of the Company’s securities and their immediate families, (ii) the Company’s management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

 

Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated.

 

 F-8 

 

 

EZAGOO LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

Recent accounting pronouncements

 

In December 2023, the FASB issued ASU 2023-09, Improvement to Income Tax Disclosure. This standard requires more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. This standard also includes certain other amendments to improve the effectiveness of income tax disclosures. ASU 2023-09 is effective for public business entities, for annual periods beginning after December 15, 2024. For entities other than public business entities, the amendments are effective for annual periods beginning after December 15, 2025.

 

Recently issued ASUs by the FASB, except for the ones mentioned above, are not expected to have a significant impact on the Company’s consolidated results of operations or financial position. Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its consolidated financial condition, results of operations, cash flows, or disclosures.

 

NOTE 4 - PROPERTY AND EQUIPMENT

 

   March 31, 2024   December 31, 2023 
Office equipment  $42,332   $42,332 
Less: Accumulated depreciation   (42,332)   (42,332)
Property and equipment, net  $-   $- 

 

Depreciation expense, classified as operating expenses, was $0 and $2,507 for the three months ended March 31, 2024 and 2023, respectively.

 

Accumulated depreciation as of March 31, 2024 and December 31, 2023 were $42,332 and $42,332, respectively. All the office equipment had fully depreciated at April 2023. Hence, the residual value of them were zero since then.

 

NOTE 5 - DEPOSITS, PREPAYMENTS AND OTHER RECEIVABLES

 

Deposits, prepayments and other receivables consisted of the following:

 

   March 31, 2024   December 31, 2023 
Deposits, prepayments and other receivables  $38,607   $28,763 
Total deposits, prepayments and other receivables  $38,607   $28,763 

 

As of March 31, 2024 and December 31, 2023, the balance of $38,607 and $28,763 were represented the outstanding prepayments which included long-term prepayments of consultancy fee, and other costs’ prepayments of the subscription fees for Weibom Applications (ZXZC and LSM).

 

NOTE 6 - ACCOUNTS PAYABLE

 

Accounts payable consists of the following:

 

   March 31, 2024   December 31, 2023 
Accounts payable  $10,532   $13,527 
Total accounts payable  $10,532   $13,527 

 

As of March 31, 2024 and December 31, 2023, our accounts payable of $10,532 and $13,527 were ZCZX’s e-commence costs payables to vendors, respectively.

 

NOTE 7 – ACCRUED EXPENSES, OTHER PAYABLES AND DEPOSITS RECEIVED

 

Accrued expenses, other payable and deposits received consisted of the following:

 

   March 31, 2024   December 31, 2023 
Accrued expenses  $34,874   $39,374 
Other payables   47,921    78,108 
Deposits received from customers   53,934    55,236 
Total  $136,729   $172,718 

 

Accrued expenses include the quarterly review fee & other accrued expenses. Other payables include the salaries payables. Deposits received from customers include the advertisement service fee and the e-commerce trading fee paid in advance by customers.

 

 F-9 
 

 

EZAGOO LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

NOTE 8 – RELATED PARTIES

 

Amount due from the related party consisted of the following:

 

   March 31, 2024   December 31, 2023 
Related party I  $138   $141 
Total amount due from the related party  $138   $141 

 

Related party I, Hunan Bright Lionrock Mountain Resort Limited, is owned by related party J, Beijing Ezagoo Industrial Development Group Holding Limited, and related party G, Hunan Kuaile Motors Camping Site Investment Development Ltd. with equity of 80% and 20%, respectively. As of March 31, 2024, and December 31, 2023, the amount of $138 and $141 due from the related party I, respectively. It was rent deposit to the related party with the lease period ended August 1, 2024.

 

Amount due to the related parties consisted of the following:

 

   March 31, 2024   December 31, 2023 
       (Reclassified) 
Related party A  $30,932   $27,577 
Related party B   348,870    354,921 
Related party C   22,325    22,712 
Related party D   512,038    520,747 
Related party E   3,407    123,496 
Related party G   251,004    255,358 
Related party J   1,506,733    1,265,159 
Related party K   37,395    38,044 
Related party L   20,893    20,893 
Related party M   331,096    336,840 
Related party N   128,104    130,326 
Related party O   113,569    115,540 
Related party P   -    31,450 
Total amount due to the related parties  $3,306,366   $3,243,063 

 

Related Party A, Mr. Xiaohao Tan, the director of the Company. As of March 31, 2024, and December 31, 2023, advanced $30,932 and $27,577 to the Company, which is unsecured, interest-free with no fixed payment term, for working capital purpose.

 

Related party B is Changsha Boyi Zhicheng Management Consulting Co., Ltd. which is 100% owned by their legal representative, Mr. Hui Du, but it’s still significant influence by the Company as of the date of this Report. As of March 31, 2024, and December 31, 2023, related party B advanced $348,870 and $354,921 to the Company as working capital and to pay administrative expenses, which is unsecured, interest-free with no fixed payment term, for working capital purpose.

 

Related party C is Ms. Weihong Wan, Assistant and Secretary of Mr. Xiaohao Tan. Ms. Weihong Wan is a shareholder and Legal Company Representative of related party E, related party K and related party O. As of March 31, 2024, and December 31, 2023, related party C advanced $22,325 and $22,712 to the Company as working capital and to pay administrative expenses, which is unsecured, interest-free with no fixed payment term, for working capital purpose.

 

Related party D is Ms. Qianwen Zhang, the wife of Mr. Xiaohao Tan. Ms. Qianwen Zhang is also the Legal Company Representative of related party G. As of March 31, 2024, and December 31, 2023, related party D advanced $512,038 and $520,747 to the Company as working capital, which is unsecured, interest-free with no fixed payment term, for working capital purpose.

 

Related party E is Changsha Kexibeier E-commerce Limited, its Legal Company Representative is Ms. Weihong Wan. As of March 31, 2024, and December 31, 2023, related party E advanced $3,407 and $123,496 to the Company as working capital, which is unsecured, interest-free with no fixed payment term, for working capital purpose.

 

Related party G is Kuaile Motors Camping Site Investment Development Limited. Mr. Xiaohao Tan and his wife, Ms Qianwen Zhang owned 86.95% and 8% of its equity, respectively. As of March 31, 2024, and December 31, 2023, related party G advanced $251,004 and $255,358 to the Company as working capital and to pay administrative expenses, which is unsecured, interest-free with no fixed payment term, for working capital purpose.

 

Related party J is Beijing Ezagoo Industrial Development Group Holding Limited. Its two main equity owners are related party N and Mr. Xiaohao Tan with equity of 71.85% and 21.42%, respectively. As of March 31, 2024, and December 31, 2023, related party J advanced $1,506,733 and $1,265,159 to the Company as working capital and to pay administrative expenses, which is unsecured, interest-free with no fixed payment term, for working capital purpose.

 

 F-10 
 

 

EZAGOO LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

Related party K is Ruiyin (Shenzhen) Financial Leasing Limited. Ms. Weihong Wan is the Legal Company Representative of related party K. As of March 31, 2024, and December 31, 2023, related party K advanced $37,395 and $38,044 to the Company as working capital and to pay administrative expenses, which is unsecured, interest-free with no fixed payment term, for working capital purpose.

 

Related party L is Ezagoo B&R (HongKong) Industry Development Group Limited, which is 100% owned by Mr. Xiaohao Tan. As of March 31, 2024, and December 31, 2023, related party L advanced $20,893 and $20,893 to the Company as working capital and to pay administrative expenses, which is unsecured, interest-free with no fixed payment term, for working capital purpose.

 

Related party M is Hunan Ezagoo Film Co., Limited, which 85% of its equity is owned by Mr. Xiaohao Tan. As of March 31, 2024, and December 31, 2023, the Company has $331,096 and $336,840 previous years’ advertising production cost payable to related party M, which is unsecured, interest-free with no fixed payment term.

 

Related party N is Hunan Wancheng Xingyi Industrial Development Co., Limited, which is 100% owned by Mr. Xiaohao Tan. As of March 31, 2024, and December 31, 2023, related party N advanced $128,104 and $130,326 to the Company as working capital and to pay administrative expenses, which is unsecured, interest-free with no fixed payment term, for working capital purpose.

 

Related party O is Changsha Little Penguin Culture Communication Co., Limited, which 95% and 5% of its equity is owned by related party J and Mr. Xiaohao Tan, respectively. As of March 31, 2024, and December 31, 2023, related party N advanced $113,569 and $115,540 to the Company as working capital and to pay administrative expenses, which is unsecured, interest-free with no fixed payment term, for working capital purpose.

 

Related party P is Hunan Yuancheng Shengwang Marketing Co., Limited, which 82% of its equity is owned by Mr. Hui Du, the sole owner of related party B, but it’s still significant influence by the Company as of the date of this Report. As of March 31, 2024, and December 31, 2023, related party P advanced $0 and $31,450 to the Company as working capital and to pay administrative expenses, which is unsecured, interest-free with no fixed payment term, for working capital purpose.

 

The related parties’ transactions are shown as following

 

   2024   2023 
   Three months ended March 31, 
   2024   2023 
Imputed interest expenses to director  $-   $297 
Imputed interest expenses to related parties   -    27,199 
Imputed interest income from related parties   -    (7)
Total imputed interest expenses, net  $-   $27,489 
Office rental fees  $6,725   $7,050 

 

NOTE 9 - LEASE

 

As of March 31, 2024, the Company has three separates lease agreements for the three office spaces in PRC with remaining lease terms of from 4 months to 9 months

 

The details lease terms are shown as followings:

 

Lease agreement  Expiry Date  

Original

Lease Term

  

The Remaining

Lease Term

 
1st Changsha office rent, related party   Dec 31, 2024    2 years    0.75 year 
2nd Beijing office rent, related party   Dec 31, 2024    1 year    0.75 year 
3rd Changsha office rent, related party   Aug 1, 2024    1 year    0.33 year 

 

A lease with an initial term of 12 months or less are not recorded on the balance sheet. The Company accounts for the lease and non-lease components of its leases as a single lease component. Lease expense is recognized on a straight-line basis over the lease term.

 

 F-11 
 

 

EZAGOO LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

The components of lease expense and supplemental cash flow information related to leases are as following:

 

   2024   2023 
   Three months ended March 31, 
   2024   2023 
   (Unaudited)   (Unaudited) 
Leases Cost (included in general and administration in the Company’s unaudited condensed statement of operations)          
Leases cost, related parties  $6,725   $4,171 
Leases cost, non-related parties   -    44,380 
Total lease cost  $6,725   $48,551 
           
Other Information          
Cash paid for the amounts included in the measurement of lease liabilities, related parties  $-   $- 
Cash paid for the amounts included in the measurement of lease liabilities, non-related parties  $-   $30,448 
Weighted average remaining lease term, related party (in years)   0.75    - 
Weighted average remaining lease term, non-related party (in years)   -    0.67 
Average discount rate – operating leases   4.35%   4.35%

 

The supplemental balance sheet information related to leases is as following:

 

   March 31, 2024   December 31, 2023 
   (Unaudited)   (Audited) 
Leases          
Right-of-use assets, related parties  $16,012   $21,603 
Total Right-of-use assets  $16,012   $21,603 
           
Lease liabilities - current portion, related parties  $22,693   $21,603 
Total lease liabilities  $22,693   $21,603 

 

Maturities of the Company’s lease liabilities are as following:

 

Period ending March 31,    
2024  $22,985 
2025   - 
Total lease payments   22,985 
Less: Imputed interest/present value discount   (292)
Present value of lease liabilities  $22,693 

 

Lease expenses were $6,725 and $48,551 for the three months ended March 31, 2024 and 2023, respectively.

 

NOTE 10 – COMMON STOCK

 

As of March 31, 2024 and December 31, 2023, the Company has 119,956,826 shares issued and outstanding. There are no shares of preferred stock issued and outstanding.

 

NOTE 11 – ADDITIONAL PAID-IN CAPITAL

 

As of March 31, 2024 and December 31, 2023, the Company has a total additional paid-in capital - capital contribution balance of $1,469,166 and $1,469,166, respectively.

 

NOTE 12 – SUBSEQUENT EVENTS

 

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before consolidated financial statements are issued, the Company has evaluated all events or transactions that occurred up to May 15, 2024, the date the consolidated financial statements were available to issue. Based upon this evaluation, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements.

 

 F-12 
 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

The information contained in this quarter report on Form 10-Q is intended to update the information contained in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the Securities and Exchange Commission on April 8, 2024 (the “Form 10-K”) and presumes that readers have access to, and will have read, the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other information contained in such Form 10-K. The following discussion and analysis also should be read together with our consolidated financial statements and the notes to the consolidated financial statements included elsewhere in this Form 10-Q.

 

The following discussion contains certain statements that may be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements appear in a number of places in this Report, including, without limitation, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These statements are not guaranteed of future performance and involve risks, uncertainties and requirements that are difficult to predict or are beyond our control. Forward-looking statements speak only as of the date of this quarterly report. You should not put undue reliance on any forward-looking statements. We strongly encourage investors to carefully read the factors described in our Form 10-K in the section entitled “Risk Factors” for a description of certain risks that could, among other things, cause actual results to differ from these forward-looking statements. We assume no responsibility to update the forward-looking statements contained in this quarterly report on Form 10-Q. The following should also be read in conjunction with the unaudited Financial Statements and notes thereto that appear elsewhere in this report.

 

Company Overview

 

Ezagoo Limited (“the Company” or “EZAGOO”), was incorporated in the State of Nevada on May 9, 2018. During the period ended March 31, 2024, the Company’s revenues were mainly generated from providing e-commerce trading of goods and products on ZCZX WeChat Application that is subscribed from Weimob (微盟集团, HK02013) (“trading income” since September 2022), providing e-commerce value-added service in LSM WeChat Application which is also subscribed from Weimob (微盟集团, HK02013) (“commission income” since November 2022), and providing service of travel planning to customer (“service income” since March 2024).

 

Results of Operation

 

For the three months ended March 31, 2024 compared with the three and three months ended March 31, 2023

 

Revenue

 

   Three months ended March 31, 
   2024   2023 
   (Unaudited)   (Unaudited) 
REVENUES  $    $      
Trading income of e-commerce business   25,839    27,562 
Commission income of e-commerce business   13,464    48,674 
Service income of travel planning   4,213    - 
TOTAL REVENUES  $43,516   $76,236 

 

For the three months ended March 31, 2024, the Company generated revenue of $43,516, as compared to revenue of $76,236 for the three months ended March 31, 2023, reflecting a decrease of 32,720. Such decrease in revenues was mainly reflected in less commission income that was generated from LSM as its sales order decreased. And we’ll focus on the operation of the ZCZX and LSM WeChat applications.

 

Costs of Revenues

 

Cost of revenues is comprised of costs of goods sold and sales commission, salaries and related costs.

 

  Costs of goods sold and sales commission expenses of $29,024 and $25,628 for the three months ended March 31, 2024 and 2023, which for the e-commerce trading of health and beauty products in ZCZX WeChat application.
     
  Salaries and related costs of $8,437 and $39,489 for the three months ended March 31, 2024 and 2023, respectively, which are the compensation expenses for technical employees responsible for R&D, depreciation of computer, software’s and online database expenses related to ZCZX & LSM WeChat applications.

 

 2 
 

 

Operating Expenses

 

Operating expenses are generally included during our normal course of business, which we categorize as either sales and marketing expenses and general & administrative expenses.

 

  The main component of our sales and marketing expenses of $34,400 and $19,980 for the three months ended March 31, 2024 and 2023, respectively, are:

 

  a. Compensation expenses for employees engaged in sales and marketing, sales support, and certain customer service functions;

 

  The main component of our general and administrative expenses of $101,826 and $215,453 for the three months ended March 31, 2024 and 2023, respectively, are:

 

  a. Compensation expenses for employees in finance, human resources, and other administrative support functions;
     
  b. Professional services fees, including audit and consulting fee.
     
  c. Office expenses, including rental and insurance fee.

 

Net Loss

 

The net loss was $94,665 for the three months ended March 31, 2024, as compared to net loss of $251,752 for the three months ended March 31, 2023, reflecting an increasing of 157,087. Such increasing in net loss was mainly reflected the operating expenses are in control by the Company during the periods ended March 31, 2024.

 

Liquidity and Capital Resources

 

As of March 31, 2024, we had working capital deficit of $3,185,649 as compared to working capital deficit of $3,153,392 as of December 31, 2023, reflecting an increase of 32,257. Such increasing in working capital deficit was mainly reflected in the funds advanced from related parties for operating use. The Company’s net loss of $94,665 and $251,752 for the three months ended March 31, 2024 and 2023, respectively.

 

Cash Flow from Operating Activities

 

For the three months ended March 31, 2024, net cash used in operating activities was $148,436, compared to net cash used in operating activities of $285,688 for the three months ended March 31, 2023, reflecting a decrease of $137,252 in cash outflows. Such decreasing was mainly reflected in significant less accounts payable, other payables and customers advances during the periods ended March 31, 2024.

 

Cash Flow from Investing Activities

 

For the three months ended March 31, 2024 and 2023, net cash used in investing activities was $0 and $0, respectively.

 

Cash Flow from Financing Activities

 

For the three months ended March 31, 2024, net cash provided by financing activities was $132,145, as compared to net cash provided by financial activities of $293,765 for the three months ended March 31, 2023, reflecting a decrease of $161,620 in cash inflows. Such decreasing was mainly reflected in significant less funds advances from the related parties for operating use during the periods ended March 31, 2024.

 

Credit Facilities

 

We do not have any credit facilities or other access to bank credit.

 

Contractual Obligations, Commitments and Contingencies

 

We currently have three lease agreements in place with respect to office premises in Beijing and Changsha China to commence our business operations.

 

Off-balance Sheet Arrangements

 

As of March 31, 2024, we have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders.

 

 3 
 

 

Additional Information

 

VIE STRUCTURE AND ARRANGEMENTS

 

Foreign ownership in companies providing media advertising services is subject to certain restrictions under PRC laws and regulations. To comply with the PRC laws and regulations, we, through our wholly-owned subsidiary, Changsha Ezagoo Technology Limited (CETL), entered into a set of contractual arrangements with Beijing Ezagoo Zhicheng Internet Technology Limited (BEZL) and includes its branch company, named Changsha Branch of Beijing Ezagoo Industrial Development Group Holding Limited (BELCB), and its shareholders. The contractual arrangements between CETL, BEZL and shareholders of BEZL allow us to:

 

1. exercise effective control over BEZL and BELCB whereby having the power to direct BEZL and BELCB’s activities that most significantly drive the economic results of BEZL and BELCB;
   
2. receive substantially all of the economic benefits and residual returns, and absorb substantially all the risks and expected losses from BEZL and BELCB as if it was their sole shareholder; and
   
3. have an exclusive option to purchase all of the equity interests in BEZL and BELCB.

 

Our consolidated financial statements include the financial statements of our company, our subsidiaries and our consolidated VIE for which we are the primary beneficiary. All transactions and balances among our company, our subsidiaries and our consolidated VIE have been eliminated upon consolidation.

 

A subsidiary is an entity in which we, directly or indirectly, control more than one half of the voting powers; or has the power to appoint or remove the majority of the members of the board of directors; or to cast a majority of votes at the meeting of directors; or has the power to govern the financial and operating policies of the investee under a statute or agreement among the shareholders or equity holders.

 

A consolidated VIE is an entity in which we, or our subsidiaries, through contractual agreements, bears the risks of, and enjoys the rewards normally associated with ownership of the entity. In determining whether we or our subsidiaries are the primary beneficiary, we considered whether it has the power to direct activities that are significant to the consolidated VIE’s economic performance, and also our obligation to absorb losses of the consolidated VIE that could potentially be significant to the consolidated VIE or the right to receive benefits from the consolidated VIE that could potentially be significant to the consolidated VIE. We hold all the variable interests of the consolidated VIE and its subsidiaries, and has been determined to be the primary beneficiary of the consolidated VIE.

 

In accordance with the contractual agreements among between CETL, BEZL, BELCB and shareholders of BEZL and BELCB allow us to:

 

1. exercise effective control over BEZL and BELCB whereby having the power to direct BEZL and BELCB’s activities that most significantly drive the economic results of BEZL;
   
2. receive substantially all of the economic benefits and residual returns, and absorb substantially all the risks and expected losses from BEZL and BELCB as if it was their sole shareholder;
   
3. and have an exclusive option to purchase all of the equity interests in BEZL and BELCB.

 

We believe that the contractual arrangements among CETL, BEZL, BELCB and the shareholders of BEZL are in compliance with PRC law and are legally enforceable. However, uncertainties in the PRC legal system could limit our ability to enforce these contractual arrangements and if the shareholders of our consolidated VIE were to reduce their interest in us, their interests may diverge from ours and that may potentially increase the risk that they would seek to act contrary to the contractual terms.

 

Our ability to control the consolidated VIE also depends on the voting rights proxy agreement and our company, through CETL, has to vote on all matters requiring shareholder approval in the consolidated VIE. As noted above, we believe this voting rights proxy agreement is legally enforceable but may not be as effective as direct equity ownership.

 

The Company’s mailing address is Rm 205, 2/F, Building 17, Yard 1, Li Ze Road, Feng Tai District, Beijing 100073, China.

 

 4 
 

 

Item 3 Quantitative and Qualitative Disclosures About Market Risk.

 

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

 

Item 4 Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures:

 

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of March 31, 2024. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2024, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting.

 

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses which have caused management to conclude that, as of March 31, 2024, our disclosure controls and procedures were not effective: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.

 

Changes in Internal Control over Financial Reporting:

 

There were no changes in our internal control over financial reporting during the quarter ending March 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

PART II — OTHER INFORMATION

 

Item 1. Legal Proceedings

 

We know of no materials, active or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceedings or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any beneficial shareholder are an adverse party or has a material interest adverse to us.

 

Item 1A. Risk Factors.

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

None.

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

Item 5. Other Information.

 

None.

 

ITEM 6. Exhibits

 

Exhibit No.   Description
31.1   Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer*
31.2   Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer*
32.1   Section 1350 Certification of principal executive officer *
32.2   Section 1350 Certification of principal executive officer *
101.INS   Inline XBRL Instance Document*
101.SCH   Inline XBRL Schema Document*
101.CAL   Inline XBRL Calculation Linkbase Document*
101.DEF   Inline XBRL Definition Linkbase Document*
101.LAB   Inline XBRL Label Linkbase Document*
101.PRE   Inline XBRL Presentation Linkbase Document*
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

* Filed herewith.

 

 5 
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  EZAGOO LIMITED
  (Name of Registrant)
   
Date: May 15, 2024    
     
  By: /s/ Tan Xiaohao
  Title: President, Secretary, Treasurer, Director

 

 6 

 

 

EXHIBIT 31.1

 

CERTIFICATION

 

I, TAN XIAOHAO, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of Ezagoo Limited (the “Company”) for the quarter ended March 31, 2024;

 

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     
  b. Designed such internal control over financial reporting, or caused such internal control to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
     
  c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     
  d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
     
  b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: May 15, 2024    
     
  By: /s/ Tan Xiaohao
  Title: President, Secretary, Treasurer, Director

 

 

 

 

EXHIBIT 31.2

 

CERTIFICATION

 

I, LI YIBO, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of Ezagoo Limited (the “Company”) for the quarter ended March 31, 2024;

 

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     
  b. Designed such internal control over financial reporting, or caused such internal control to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
     
  c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     
  d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
     
  b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: May 15, 2024    
     
  By: /s/ LI YIBO
  Title: Chief Financial Officer

 

 

 

 

EXHIBIT 32.1

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

 

AS ADOPTED PURSUANT TO

 

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of Ezagoo Limited (the “Company”) on Form 10-Q for the period ending March 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), The undersigned hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:

 

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

 

Date: May 15, 2024    
     
  By: /s/ Tan Xiaohao
  Title: President, Secretary, Treasurer, Director

 

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

 

 

 

 

EXHIBIT 32.2

 

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,

 

AS ADOPTED PURSUANT TO

 

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of Ezagoo Limited (the “Company”) on Form 10-Q for the period ending March 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), The undersigned hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:

 

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

 

Date: May 15, 2024    
     
  By: /s/ LI YIBO
  Title: Chief Financial Officer

 

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

 

 

 

v3.24.1.1.u2
Cover - shares
3 Months Ended
Mar. 31, 2024
May 15, 2024
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Quarterly Report true  
Document Transition Report false  
Document Period End Date Mar. 31, 2024  
Document Fiscal Period Focus Q1  
Document Fiscal Year Focus 2024  
Current Fiscal Year End Date --12-31  
Entity File Number 333-228681  
Entity Registrant Name EZAGOO LIMITED  
Entity Central Index Key 0001752372  
Entity Tax Identification Number 30-1077936  
Entity Incorporation, State or Country Code NV  
Entity Address, Address Line One Rm 205, 2/F, Building 17  
Entity Address, Address Line Two Yard 1, Li Ze Road  
Entity Address, City or Town Feng Tai District  
Entity Address, Country CN  
Entity Address, Postal Zip Code 100073  
City Area Code (+86)  
Local Phone Number 139 751 09168  
Title of 12(b) Security Common Stock  
Trading Symbol EZOO  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company true  
Elected Not To Use the Extended Transition Period false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   119,956,826
v3.24.1.1.u2
Condensed Consolidated Balance Sheets (Unaudited) - USD ($)
Mar. 31, 2024
Dec. 31, 2023
CURRENT ASSETS    
Cash and cash equivalents $ 249,853 $ 266,542
Amount due from the related party 138 141
Deposits, prepayments and other receivables 38,607 28,763
Income tax receivables 2,073 2,073
Total current assets 290,671 297,519
NON-CURRENT ASSETS    
Right-of-use assets 16,012 21,603
Total non-current assets 16,012 21,603
TOTAL ASSETS 306,683 319,122
CURRENT LIABILITIES    
Accounts payable 10,532 13,527
Accrual, other payables and deposits received 136,729 172,718
Lease liabilities 22,693 21,603
Total current liabilities 3,476,320 3,450,911
TOTAL LIABILITIES 3,476,320 3,450,911
STOCKHOLDERS’ DEFICIT    
Preferred stocks, $0.0001 par value, 200,000,000 shares authorized, none issued and outstanding
Common stocks, $0.0001 par value, 600,000,000 shares authorized, 119,956,826 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively 11,996 11,996
Additional paid-in capital 1,469,166 1,469,166
Accumulated other comprehensive income 182,780 125,963
Accumulated deficit (4,833,579) (4,738,914)
TOTAL STOCKHOLDERS’ DEFICIT (3,169,637) (3,131,789)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT 306,683 319,122
Related Party [Member]    
CURRENT ASSETS    
Amount due from the related party 138 141
NON-CURRENT ASSETS    
Right-of-use assets 16,012 21,603
CURRENT LIABILITIES    
Amounts due to the related parties 3,306,366 3,243,063
Lease liabilities $ 22,693 $ 21,603
v3.24.1.1.u2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares
Mar. 31, 2024
Dec. 31, 2023
Statement of Financial Position [Abstract]    
Preferred stock, par value $ 0.0001 $ 0.0001
Preferred stock, shares authorized 200,000,000 200,000,000
Preferred stock, shares issued 0 0
Preferred stock, shares outstanding 0 0
Common stock, par value $ 0.0001 $ 0.0001
Common stock, shares authorized 600,000,000 600,000,000
Common stock, shares issued 119,956,826 119,956,826
Common stock, shares outstanding 119,956,826 119,956,826
v3.24.1.1.u2
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($)
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Income Statement [Abstract]    
REVENUES $ 43,516 $ 76,236
COSTS OF REVENUES (37,461) (65,117)
GROSS PROFIT 6,055 11,119
OPERATING EXPENSES    
Sales and marketing expenses (34,400) (19,980)
General and administrative expenses (101,826) (215,453)
TOTAL OPERATING EXPENSE (136,226) (235,433)
OPERATING LOSS (130,171) (224,314)
OTHER INCOME (EXPENSES)    
Other income 35,507 56
Other expenses (1) (5)
Imputed interest expenses, net (27,489)
TOTAL OTHER INCOME (EXPENSES), NET 35,506 (27,438)
LOSS BEFORE INCOME TAX (94,665) (251,752)
INCOME TAX EXPENSES
NET LOSS (94,665) (251,752)
Other comprehensive income (loss)    
Foreign exchange adjustment income (loss) 56,817 (12,744)
COMPREHENSIVE LOSS $ (37,848) $ (264,496)
v3.24.1.1.u2
Condensed Consolidated Statements of Operations and Comprehensive (Income) Loss (Unaudited) - $ / shares
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Income Statement [Abstract]    
Net income per share - Basic $ (0.00) $ (0.00)
Net income per share - Diluted $ (0.00) $ (0.00)
Weighted average number of common shares outstanding - Basic 119,956,826 119,956,826
Weighted average number of common shares outstanding - Diluted 119,956,826 119,956,826
v3.24.1.1.u2
Condensed Consolidated Statements of Changes in Stockholders' Deficit - USD ($)
Common Stock [Member]
Additional Paid-in Capital [Member]
AOCI Attributable to Parent [Member]
Retained Earnings [Member]
Total
Balance at Dec. 31, 2022 $ 11,996 $ 1,467,490 $ 76,280 $ (3,831,788) $ (2,276,022)
Balance, shares at Dec. 31, 2022 119,956,826        
Net loss (251,752) (251,752)
Other comprehensive loss (12,744) (12,744)
Imputed interest expenses 27,489 27,489
Balance at Mar. 31, 2023 $ 11,996 1,494,979 63,536 (4,083,540) (2,513,029)
Balance, shares at Mar. 31, 2023 119,956,826        
Balance at Dec. 31, 2023 $ 11,996 1,469,166 125,963 (4,738,914) (3,131,789)
Balance, shares at Dec. 31, 2023 119,956,826        
Net loss (94,665) (94,665)
Other comprehensive loss 56,817 56,817
Balance at Mar. 31, 2024 $ 11,996 $ 1,469,166 $ 182,780 $ (4,833,579) $ (3,169,637)
Balance, shares at Mar. 31, 2024 119,956,826        
v3.24.1.1.u2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:    
Net loss $ (94,665) $ (251,752)
Adjustments to reconcile net loss to net cash used in operating activities    
Depreciation of property and equipment 2,507
Imputed interests, net 27,489
Changes in operating assets and liabilities:    
Deposits, prepayments and other receivables (10,402) 33,643
Accounts payable (2,782) (9,443)
Accrual and other payables (33,545) (62,317)
Receipts in advance (361) (45,681)
Income tax payables 1,803
Right-of-use assets (5,591) 48,551
Lease liabilities (1,090) (30,488)
Net cash used in operating activities (148,436) (285,688)
CASH FLOWS FROM FINANCING ACTIVITIES:    
Funds advanced from the related parties, net 128,403 297,698
Funds advanced from (repayments to) a director, net 3,742 (3,933)
Net cash provided by financing activities 132,145 293,765
Effect of exchange rate changes on cash and cash equivalents (398) 529
Net change in cash and cash equivalents (16,689) 8,606
Cash and cash equivalents, beginning of period 266,542 454,980
CASH AND CASH EQUIVALENTS, END OF PERIOD 249,853 463,586
SUPPLEMENTAL CASH FLOWS INFORMATION    
Cash paid for income taxes
Cash paid for interest paid
NON-CASH INVESTING AND FINANCING ACTIVITY    
Right-of-use assets obtained in exchange for lease liabilities $ 43,693
v3.24.1.1.u2
ORGANIZATION AND BUSINESS BACKGROUND
3 Months Ended
Mar. 31, 2024
Accounting Policies [Abstract]  
ORGANIZATION AND BUSINESS BACKGROUND

NOTE 1 – ORGANIZATION AND BUSINESS BACKGROUND

 

Ezagoo Limited, a Nevada corporation (“the Company”) was incorporated under the laws of the State of Nevada on May 9, 2018.

 

On May 9, 2018 Tan Xiaohao was appointed as President, Secretary, Treasurer, and Director of the Company.

 

On May 9, 2018, our President, Tan Xiaohao, purchased 90,050,500 shares of restricted common stock at a purchase price of $0.0001 (par value) per share. The proceeds from the sale, which were in the amount of $9,005 have gone directly to the Company for initial working capital.

 

On June 30, 2018 Zhang Qianwen and Greenpro Asia Strategic SPC- Greenpro Asia Strategic Fund SP purchased 3,591,000 and 1,358,500 shares of restricted common stock respectively at a purchase price of $0.0001 (par value) per share. The proceeds from the sale, which were in the amount of $495, have gone directly to the Company for initial working capital.

 

On June 6, 2018 Ezagoo Holding Limited, a Seychelles Company, acquired Ezagoo Limited, A Hong Kong Company, in consideration of $0.13.

 

Ezagoo Limited, a Nevada Company, acquired Ezagoo Holding Limited, a Seychelles Company, on June 25, 2018 in consideration of $1. Ezagoo Holding Limited is now a wholly owned subsidiary of the Company.

 

On July 20, 2018, Ezagoo Limited, a Hong Kong Company, incorporated a new subsidiary in Changsha, China, called Changsha Ezagoo Technology Limited, whereas it is owned entirely (100%) by Ezagoo Limited, the Hong Kong Company. There was no consideration exchanged per the transaction.

 

The three companies above are under common control Mr. Tan Xiaohao, the director of the Company, so they are related parties.

 

On July 20, 2018, Changsha Ezagoo Technology Limited, the Hong Kong Company, also referred to herein as “CETL”, entered into and consummated an agreement with Beijing Ezagoo Shopping Holding Limited, also referred to herein as “BESH”, and Ruiyin (Shenzhen) Financial Leasing Limited, also referred to herein as “RFLL”, whereas CETL has the option to purchase all of the equity interests of Beijing Ezagoo Zhicheng Internet Technology Limited, a Chinese, “PRC” Company, from RFLL and BESH. These equity interests would make up 100% of the equity interests of Beijing Ezagoo Zhicheng Internet Technology Limited. Beijing Ezagoo Zhicheng Internet Technology Limited is considered to be a variable interest entity, also referred to herein as a “VIE”, to Changsha Ezagoo Technology Limited, and therefore a VIE of the issuer, Ezagoo Limited, a Nevada Company. More information regarding this agreement can be found in exhibit 10.1, titled, “Call Option Agreement” on the Form S-1 Amendment No.3, filed on May 3, 2019.

 

On July 20, 2018, CETL entered into and consummated an agreement with BESH and RFLL whereas BESH and RFLL have given CETL the right to appoint management of CETL to act as proxy to existing shareholders of Beijing Ezagoo Zhicheng Internet Technology Limited. This gives management of CETL the ability to conduct and control company affairs of Beijing Ezagoo Zhicheng Internet Technology Limited. Actions which management of CETL may be able to carry out include, but are not limited to, exercising voting rights as proxy of the existing shareholder(s), appointing new directors, hiring new management, and carrying out corporate actions. More information regarding this agreement can be found in exhibit 10.2, titled, “Shareholder’ Voting Rights Proxy Agreement” on the Form S-1 Amendment No.3, filed on May 3, 2019.

 

On July 20, 2018 CETL entered into and consummated an agreement with BESH and RFLL whereas BESH and RFLL have engaged CETL to provide management, financial, and other business services to Beijing Ezagoo Zhicheng Internet Technology Limited (formerly named as Hunan Ezagoo Zhicheng Internet Technology Limited that change the company name on December 2, 2020). CETL is to be compensated with 100% of all profits generated by Beijing Ezagoo Zhicheng Internet Technology Limited. This Agreement is effective as of July 20, 2018 and will continue in effect for a period of ten (10) years (the “Initial Term”), and for succeeding periods of the same duration (each, “Subsequent Term”), until terminated by one of the following means either during the Initial Term or thereafter: Mutual Consent, Termination by CETL, Breach or Insolvency. Beijing Ezagoo Zhicheng Internet Technology Limited is considered to be a variable interest entity to Changsha Ezagoo Technology Limited, and therefore a VIE of the issuer, Ezagoo Limited, a Nevada Company. More information regarding this agreement can be found in exhibit 10.3, titled, “Management Services Agreement” on the Form S-1 Amendment No.3, filed on May 3, 2019.

 

On July 20, 2018, CETL entered into and consummated an agreement with BESH and RFLL whereas BESH and RFLL have pledged their equity interests in Beijing Ezagoo Zhicheng Internet Technology Limited, to CETL. More information regarding this agreement can be found in exhibit 10.4, titled, “Equity Pledge Agreement” on the Form S-1 Amendment No.3, filed on May 3, 2019.

 

On July 20, 2018, CETL entered into a loan agreement with BESH and RFLL wherein CETL will loan the amount of approximately CNY$100,000 (Chinese Yuan) to BESH and RFLL, all of which shall be used for the benefit of Beijing Ezagoo Zhicheng Internet Technology Limited. The total amount of the loan is due on, or before, December 31, 2018. More information regarding this agreement can be found in exhibit 10.5, titled, “Loan Agreement” on the Form S-1 Amendment No.3, filed on May 3, 2019.

 

On July 31, 2018, Xin Yang was appointed Chief Financial Officer of the Company.

 

On January 18, 2021, RFLL, one of the Equity owners of BEZL, had transferred their 20% equity of BEZL, including the rights and duties of the five agreements mentioned above that CETL entered and consummated with BEID and them, were transferred to and inherited by, Hunan Wangcheng Xingyi Industrial Development Co., Ltd. (herein as “WCXYID”, which the Company is 100% owned by Mr. Tan, Xiaohao). Therefore, on January 18, 2021, CETL entered and consummated the Call Option Agreement Amendment No.1 (exhibit 10.1A, that can be found on the Form 10-K for the year ended December 31, 2023, filed on April 8, 2024) with BEID and WCXYID, the Shareholder Voting Rights Proxy Agreement Amendment No.1 (exhibit 10.2A, that can be found on the Form 10-K for the year ended December 31, 2023, filed on April 8, 2024) with BEID and WCXYID, the Management Services Agreement Amendment No.1 (exhibit 10.3A, hat can be found on the Form 10-K for the year ended December 31, 2023, filed on April 8, 2024) with BEZL, the Equity Pledge Agreement Amendment No.1 (exhibit 10.4A, that can be found on the Form 10-K for the year ended December 31, 2023, filed on April 8, 2024) with BEID and WCXYID, and the Loan Agreement Amendment No.1 (exhibit 10.5A, that can be found on the Form 10-K for the year ended December 31, 2023, filed on April 8, 2024) with BEID and WCXYID.

 

On March 3, 2021, the Company incorporated a branch company of Beijing Ezagoo Zhicheng Internet Technology Limited, named Changsha Branch of Beijing Ezagoo Zhicheng Internet Technology Limited, the reason to continue the operating in Changsha is we had adapted to the business environment and adjusted business strategy.

 

On August 28, 2023, the existing officer resigned immediately. Accordingly, Mr. Xin Yang, serving as an officer, ceased to be the Company’s Chief Financial Officer. On the effective date, Ms. Yibo Li consented to act as the new Chief Financial Officer of the Company.

 

EZAGOO LIMITED and its subsidiaries are hereinafter referred to as the “Company”.

 

 

EZAGOO LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

v3.24.1.1.u2
GOING CONCERN UNCERTAINTIES
3 Months Ended
Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
GOING CONCERN UNCERTAINTIES

NOTE 2 - GOING CONCERN UNCERTAINTIES

 

As of March 31, 2024, the Company had working capital deficit of $3,185,649 and accumulated deficit of $4,833,579, and had incurred a net loss of $94,665 and negative operating cashflows of $148,436 for the three months ended March 31, 2024. The continuation of the Company as a going concern through March 31, 2024 is dependent upon improving profitability and the continuing financial support from its stockholders. Management believes the existing shareholders or external financing will provide additional cash to meet the Company’s obligations as they become due.

 

These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. These 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 in the Company not being able to continue as a going concern.

 

v3.24.1.1.u2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
3 Months Ended
Mar. 31, 2024
Accounting Policies [Abstract]  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

The accompanying unaudited condensed consolidated financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying consolidated financial statements and notes.

 

Basis of consolidated presentation

 

These condensed consolidated financial statements, accompanying notes, and related disclosures have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). These accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). The Company’s fiscal year end is December 31. The Company’s financial statements are presented in U.S. dollars.

 

The condensed consolidated financial statements include the accounts of EZAGOO LIMITED and its subsidiaries. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation.

 

Use of estimates

 

In preparing these condensed consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheets and revenues and expenses during the periods reported. Actual results may differ from these estimates.

 

Reclassification

 

Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations.

 

Foreign currencies translation and re-measurement

 

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at 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 at the balance sheet dates. The resulting exchange differences are recorded in the statements of operations and comprehensive income.

 

The reporting currency of the Company is United States Dollars (“US$”) and the accompanying condensed financial statements have been expressed in US$. In addition, the Company’s subsidiary in People’s Republic of China maintains its books and record in its local currency, Chinese Yuan (“RMB”), which is functional currency as being the primary currency of the economic environment in which the entity operates.

 

In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, 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 foreign subsidiary are recorded as a separate component of accumulated other comprehensive income (loss) within the statements of stockholders’ deficit.

 

Translation of amounts from RMB into US$1 has been made at the following exchange rates for the respective periods:

 

   2024   2023 
  

As of and for the three months ended

March 31,

 
   2024   2023 
Period-end RMB: US$1 exchange rate   7.22    7.10 
Period-average RMB: US$1 exchange rate   7.17    7.08 
Period-end HK$: US$1 exchange rate   7.83    7.81 
Period-average HK$: US$1 exchange rate   7.82    7.83 

 

Cash and cash equivalents

 

The company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. Cash and cash equivalents consist of cash on hand, demand deposits placed with banks that located in US, the Hong Kong and mainland China.

 

 

EZAGOO LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

Property and equipment

 

Property and equipment are carried at cost less accumulated depreciation. Depreciation is provided over their estimated useful lives, using the straight-line method. Estimated useful lives of the property and equipment are as follows:

 

Office equipment 3-5 years

 

The cost of maintenance and repairs is charged to expenses as incurred, whereas significant renewals and betterments are capitalized.

 

Lease

 

The Company accounts for its leases in accordance with ASC 842 Leases. The Company leases office space. The Company concludes on whether an arrangement is a lease at inception. This determination as to whether an arrangement contains a lease is based on an assessment as to whether a contract conveys the right to the Company to control the use of identified property, plant or equipment for period of time in exchange for consideration. Leases with an initial term of 12 months or less are not recorded on the balance sheet. The Company recognizes these lease expenses on a straight-line basis over the lease term.

 

The Company has assessed its contracts and concluded that its leases consist of only operating leases. Operating leases are included in right-of-use (ROU) assets, current portion of lease liabilities, and non-current portion of lease liabilities in the Company’s consolidated balance sheets.

 

ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company determines an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company’s incremental borrowing rate is a hypothetical rate based on its understanding of what its credit rating would be. The ROU asset also includes any lease payments made and excludes lease incentives. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

 

Revenue recognition

 

The Company assesses and follows the guidance of ASC 606, revenue from contracts with customers is recognized using the following five steps:

 

  1. Identify the contract(s) with a customer;

 

    a. The parties to the contract have approved the contract (in writing, orally, or in accordance with other customary business practices) and are committed to perform their respective obligations.
    b. The entity can identify each party’s rights regarding the services to be transferred.
    c. The entity can identify the payment terms for the services to be transferred.
    d. The contract has commercial substance (that is, the risk, timing, or amount of the entity’s future cash flows is expected to change as a result of the contract).
    e. It is probable that the entity will collect substantially all of the consideration to which it will be entitled in exchange for the services that will be transferred to the customer.

 

  2. Identify the performance obligations in the contract;

 

    a. According to the contract, the Company and Customer has to maintain the performance obligation, respectively.
    b. The customer shall pay for the services and goods after signing of the contract and provide appropriate advertisement materials, and the delivery address & contact information of the e-commerce order to the Company, the Company shall ensure the provided service and delivered goods of the Customer according to the contract terms.

 

  3. Determine the transaction price;

 

    a. For the e-commerce contract, the transaction price is explicitly stated in fixed amount in the contract. There is no variable consideration, such as discounts, rebates, consideration payable to customer or noncash consideration. There was no price concession, and the Company did not expect any price concession for the service performed during the periods ended March 31, 2024 and 2023.
    b. The contract does not contain any elements that would cause consideration under the arrangement to be variable (Examples include discounts, rebates, refunds, credits, incentives, tiered pricing, price guarantees, right of return, etc.).
    c. There are no factors that exist whereby it is not probable that a significant reversal or revenues will not occur in the contract.

 

  4. Allocate the transaction price to the performance obligations in the contract; and

 

    a. There were no multiple performance obligations to which the transaction price must be allocated, and each contract only has one performance obligation. The standalone selling price is explicated stated in the contract.

 

  5. Recognize revenue when (or as) the entity satisfies a performance obligation.

 

    a. Per ASC 606, an entity shall recognize revenue when (or as) the entity satisfies a performance obligation by transferring a promised good or service (that is, an asset) to a customer. An asset is transferred when (or as) the customer obtains control of that asset.
    b. Revenue is recognized when the advertising service is performed. According to the sample advertising and e-commerce contract, upon obtaining the signed contract and order from the Customer, the service and goods’ period would be started. Therefore, the revenue is recognized when the service and goods are completely provided and delivered at that point in time.

 

 

EZAGOO LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

Under Topic 606, revenues are recognized when the promised services and goods have been confirmed and transferred to the consumers in amounts that reflect the consideration the customer expects to be entitled to in exchange for those services. The Company presents value added taxes (“VAT”) as reductions of revenues. The Company recognizes revenues net of value added taxes (“VAT”) and relevant charges.

 

During the period ended March 31, 2024, the Company’s revenues were mainly generated from providing e-commerce trading of goods and products on ZCZX WeChat Application that is subscribed from Weimob (微盟集团, HK02013) (“trading income” since September 2022), providing e-commerce value-added service in LSM WeChat Application which is also subscribed from Weimob (微盟集团, HK02013) (“commission income” since November 2022), and providing service of travel planning to customer (“service income” since March 2024).

 

Cost of revenues

 

Cost of revenue includes costs of goods sold and sales commissions expenses of e-commerce trading in ZCZX, the operating salaries for the staffs who running the ZCZX and LSM, and the service of travel planning.

 

Imputed Interest

 

The Company owned director and related parties some loans which are unsecured, interest-free with no fixed payment term, for working capital purpose. Imputed interests were $0 and $27,489 for the periods ended March 31, 2024 and 2023, respectively.

 

Value-added taxes

 

Revenue is recognized net of value-added taxes (“VAT”). The VAT is based on gross sales price and VAT rates applicable to the Company is 13% of e-commerce trading income and 6% of commission income and service income for the periods ended March 31, 2024 and 2023. All of the VAT returns filed by the Company’s subsidiaries in the PRC, have been and remain subject to examination by the PRC tax authorities for five years from the date of filing. VAT payables are included in accrued liabilities.

 

Income taxes

 

The Company followed the liability method of accounting for income taxes in accordance with ASC 740, Income Taxes, or ASC 740. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the period in which the differences are expected to reverse. The Company recorded a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rate is recognized in tax expense in the period that includes the enactment date of the change in tax rate.

 

The Company accounted for uncertainties in income taxes in accordance with ASC 740. Interest and penalties related to unrecognizable tax benefit recognized in accordance with ASC 740 are classified in the consolidated statements of comprehensive loss as income tax expense.

 

Earnings per share

 

The Company computes earnings per share (“EPS”) in accordance with ASC Topic 260, “Earnings per share”. Basic EPS is measured as the income or loss available to common shareholders divided by the weighted average common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (e.g., convertible securities, options, and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Any potential common shares in 2024 and 2023 that have an anti-dilutive effect (i.e. those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS.

 

Commitments and contingencies

 

Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.

 

Related party transaction

 

A related party is generally defined as (i) any person that holds 10% or more of the Company’s securities and their immediate families, (ii) the Company’s management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

 

Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated.

 

 

EZAGOO LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

Recent accounting pronouncements

 

In December 2023, the FASB issued ASU 2023-09, Improvement to Income Tax Disclosure. This standard requires more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. This standard also includes certain other amendments to improve the effectiveness of income tax disclosures. ASU 2023-09 is effective for public business entities, for annual periods beginning after December 15, 2024. For entities other than public business entities, the amendments are effective for annual periods beginning after December 15, 2025.

 

Recently issued ASUs by the FASB, except for the ones mentioned above, are not expected to have a significant impact on the Company’s consolidated results of operations or financial position. Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its consolidated financial condition, results of operations, cash flows, or disclosures.

 

v3.24.1.1.u2
PROPERTY AND EQUIPMENT
3 Months Ended
Mar. 31, 2024
Property, Plant and Equipment [Abstract]  
PROPERTY AND EQUIPMENT

NOTE 4 - PROPERTY AND EQUIPMENT

 

   March 31, 2024   December 31, 2023 
Office equipment  $42,332   $42,332 
Less: Accumulated depreciation   (42,332)   (42,332)
Property and equipment, net  $-   $- 

 

Depreciation expense, classified as operating expenses, was $0 and $2,507 for the three months ended March 31, 2024 and 2023, respectively.

 

Accumulated depreciation as of March 31, 2024 and December 31, 2023 were $42,332 and $42,332, respectively. All the office equipment had fully depreciated at April 2023. Hence, the residual value of them were zero since then.

 

v3.24.1.1.u2
DEPOSITS, PREPAYMENTS AND OTHER RECEIVABLES
3 Months Ended
Mar. 31, 2024
Deposits Prepayments And Other Receivables  
DEPOSITS, PREPAYMENTS AND OTHER RECEIVABLES

NOTE 5 - DEPOSITS, PREPAYMENTS AND OTHER RECEIVABLES

 

Deposits, prepayments and other receivables consisted of the following:

 

   March 31, 2024   December 31, 2023 
Deposits, prepayments and other receivables  $38,607   $28,763 
Total deposits, prepayments and other receivables  $38,607   $28,763 

 

As of March 31, 2024 and December 31, 2023, the balance of $38,607 and $28,763 were represented the outstanding prepayments which included long-term prepayments of consultancy fee, and other costs’ prepayments of the subscription fees for Weibom Applications (ZXZC and LSM).

 

v3.24.1.1.u2
ACCOUNTS PAYABLE
3 Months Ended
Mar. 31, 2024
Payables and Accruals [Abstract]  
ACCOUNTS PAYABLE

NOTE 6 - ACCOUNTS PAYABLE

 

Accounts payable consists of the following:

 

   March 31, 2024   December 31, 2023 
Accounts payable  $10,532   $13,527 
Total accounts payable  $10,532   $13,527 

 

As of March 31, 2024 and December 31, 2023, our accounts payable of $10,532 and $13,527 were ZCZX’s e-commence costs payables to vendors, respectively.

 

v3.24.1.1.u2
ACCRUED EXPENSES, OTHER PAYABLES AND DEPOSITS RECEIVED
3 Months Ended
Mar. 31, 2024
Payables and Accruals [Abstract]  
ACCRUED EXPENSES, OTHER PAYABLES AND DEPOSITS RECEIVED

NOTE 7 – ACCRUED EXPENSES, OTHER PAYABLES AND DEPOSITS RECEIVED

 

Accrued expenses, other payable and deposits received consisted of the following:

 

   March 31, 2024   December 31, 2023 
Accrued expenses  $34,874   $39,374 
Other payables   47,921    78,108 
Deposits received from customers   53,934    55,236 
Total  $136,729   $172,718 

 

Accrued expenses include the quarterly review fee & other accrued expenses. Other payables include the salaries payables. Deposits received from customers include the advertisement service fee and the e-commerce trading fee paid in advance by customers.

 

 

EZAGOO LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

v3.24.1.1.u2
RELATED PARTIES
3 Months Ended
Mar. 31, 2024
Related Party Transactions [Abstract]  
RELATED PARTIES

NOTE 8 – RELATED PARTIES

 

Amount due from the related party consisted of the following:

 

   March 31, 2024   December 31, 2023 
Related party I  $138   $141 
Total amount due from the related party  $138   $141 

 

Related party I, Hunan Bright Lionrock Mountain Resort Limited, is owned by related party J, Beijing Ezagoo Industrial Development Group Holding Limited, and related party G, Hunan Kuaile Motors Camping Site Investment Development Ltd. with equity of 80% and 20%, respectively. As of March 31, 2024, and December 31, 2023, the amount of $138 and $141 due from the related party I, respectively. It was rent deposit to the related party with the lease period ended August 1, 2024.

 

Amount due to the related parties consisted of the following:

 

   March 31, 2024   December 31, 2023 
       (Reclassified) 
Related party A  $30,932   $27,577 
Related party B   348,870    354,921 
Related party C   22,325    22,712 
Related party D   512,038    520,747 
Related party E   3,407    123,496 
Related party G   251,004    255,358 
Related party J   1,506,733    1,265,159 
Related party K   37,395    38,044 
Related party L   20,893    20,893 
Related party M   331,096    336,840 
Related party N   128,104    130,326 
Related party O   113,569    115,540 
Related party P   -    31,450 
Total amount due to the related parties  $3,306,366   $3,243,063 

 

Related Party A, Mr. Xiaohao Tan, the director of the Company. As of March 31, 2024, and December 31, 2023, advanced $30,932 and $27,577 to the Company, which is unsecured, interest-free with no fixed payment term, for working capital purpose.

 

Related party B is Changsha Boyi Zhicheng Management Consulting Co., Ltd. which is 100% owned by their legal representative, Mr. Hui Du, but it’s still significant influence by the Company as of the date of this Report. As of March 31, 2024, and December 31, 2023, related party B advanced $348,870 and $354,921 to the Company as working capital and to pay administrative expenses, which is unsecured, interest-free with no fixed payment term, for working capital purpose.

 

Related party C is Ms. Weihong Wan, Assistant and Secretary of Mr. Xiaohao Tan. Ms. Weihong Wan is a shareholder and Legal Company Representative of related party E, related party K and related party O. As of March 31, 2024, and December 31, 2023, related party C advanced $22,325 and $22,712 to the Company as working capital and to pay administrative expenses, which is unsecured, interest-free with no fixed payment term, for working capital purpose.

 

Related party D is Ms. Qianwen Zhang, the wife of Mr. Xiaohao Tan. Ms. Qianwen Zhang is also the Legal Company Representative of related party G. As of March 31, 2024, and December 31, 2023, related party D advanced $512,038 and $520,747 to the Company as working capital, which is unsecured, interest-free with no fixed payment term, for working capital purpose.

 

Related party E is Changsha Kexibeier E-commerce Limited, its Legal Company Representative is Ms. Weihong Wan. As of March 31, 2024, and December 31, 2023, related party E advanced $3,407 and $123,496 to the Company as working capital, which is unsecured, interest-free with no fixed payment term, for working capital purpose.

 

Related party G is Kuaile Motors Camping Site Investment Development Limited. Mr. Xiaohao Tan and his wife, Ms Qianwen Zhang owned 86.95% and 8% of its equity, respectively. As of March 31, 2024, and December 31, 2023, related party G advanced $251,004 and $255,358 to the Company as working capital and to pay administrative expenses, which is unsecured, interest-free with no fixed payment term, for working capital purpose.

 

Related party J is Beijing Ezagoo Industrial Development Group Holding Limited. Its two main equity owners are related party N and Mr. Xiaohao Tan with equity of 71.85% and 21.42%, respectively. As of March 31, 2024, and December 31, 2023, related party J advanced $1,506,733 and $1,265,159 to the Company as working capital and to pay administrative expenses, which is unsecured, interest-free with no fixed payment term, for working capital purpose.

 

 

EZAGOO LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

Related party K is Ruiyin (Shenzhen) Financial Leasing Limited. Ms. Weihong Wan is the Legal Company Representative of related party K. As of March 31, 2024, and December 31, 2023, related party K advanced $37,395 and $38,044 to the Company as working capital and to pay administrative expenses, which is unsecured, interest-free with no fixed payment term, for working capital purpose.

 

Related party L is Ezagoo B&R (HongKong) Industry Development Group Limited, which is 100% owned by Mr. Xiaohao Tan. As of March 31, 2024, and December 31, 2023, related party L advanced $20,893 and $20,893 to the Company as working capital and to pay administrative expenses, which is unsecured, interest-free with no fixed payment term, for working capital purpose.

 

Related party M is Hunan Ezagoo Film Co., Limited, which 85% of its equity is owned by Mr. Xiaohao Tan. As of March 31, 2024, and December 31, 2023, the Company has $331,096 and $336,840 previous years’ advertising production cost payable to related party M, which is unsecured, interest-free with no fixed payment term.

 

Related party N is Hunan Wancheng Xingyi Industrial Development Co., Limited, which is 100% owned by Mr. Xiaohao Tan. As of March 31, 2024, and December 31, 2023, related party N advanced $128,104 and $130,326 to the Company as working capital and to pay administrative expenses, which is unsecured, interest-free with no fixed payment term, for working capital purpose.

 

Related party O is Changsha Little Penguin Culture Communication Co., Limited, which 95% and 5% of its equity is owned by related party J and Mr. Xiaohao Tan, respectively. As of March 31, 2024, and December 31, 2023, related party N advanced $113,569 and $115,540 to the Company as working capital and to pay administrative expenses, which is unsecured, interest-free with no fixed payment term, for working capital purpose.

 

Related party P is Hunan Yuancheng Shengwang Marketing Co., Limited, which 82% of its equity is owned by Mr. Hui Du, the sole owner of related party B, but it’s still significant influence by the Company as of the date of this Report. As of March 31, 2024, and December 31, 2023, related party P advanced $0 and $31,450 to the Company as working capital and to pay administrative expenses, which is unsecured, interest-free with no fixed payment term, for working capital purpose.

 

The related parties’ transactions are shown as following

 

   2024   2023 
   Three months ended March 31, 
   2024   2023 
Imputed interest expenses to director  $-   $297 
Imputed interest expenses to related parties   -    27,199 
Imputed interest income from related parties   -    (7)
Total imputed interest expenses, net  $-   $27,489 
Office rental fees  $6,725   $7,050 

 

v3.24.1.1.u2
LEASE
3 Months Ended
Mar. 31, 2024
Lease  
LEASE

NOTE 9 - LEASE

 

As of March 31, 2024, the Company has three separates lease agreements for the three office spaces in PRC with remaining lease terms of from 4 months to 9 months

 

The details lease terms are shown as followings:

 

Lease agreement  Expiry Date  

Original

Lease Term

  

The Remaining

Lease Term

 
1st Changsha office rent, related party   Dec 31, 2024    2 years    0.75 year 
2nd Beijing office rent, related party   Dec 31, 2024    1 year    0.75 year 
3rd Changsha office rent, related party   Aug 1, 2024    1 year    0.33 year 

 

A lease with an initial term of 12 months or less are not recorded on the balance sheet. The Company accounts for the lease and non-lease components of its leases as a single lease component. Lease expense is recognized on a straight-line basis over the lease term.

 

 

EZAGOO LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

The components of lease expense and supplemental cash flow information related to leases are as following:

 

   2024   2023 
   Three months ended March 31, 
   2024   2023 
   (Unaudited)   (Unaudited) 
Leases Cost (included in general and administration in the Company’s unaudited condensed statement of operations)          
Leases cost, related parties  $6,725   $4,171 
Leases cost, non-related parties   -    44,380 
Total lease cost  $6,725   $48,551 
           
Other Information          
Cash paid for the amounts included in the measurement of lease liabilities, related parties  $-   $- 
Cash paid for the amounts included in the measurement of lease liabilities, non-related parties  $-   $30,448 
Weighted average remaining lease term, related party (in years)   0.75    - 
Weighted average remaining lease term, non-related party (in years)   -    0.67 
Average discount rate – operating leases   4.35%   4.35%

 

The supplemental balance sheet information related to leases is as following:

 

   March 31, 2024   December 31, 2023 
   (Unaudited)   (Audited) 
Leases          
Right-of-use assets, related parties  $16,012   $21,603 
Total Right-of-use assets  $16,012   $21,603 
           
Lease liabilities - current portion, related parties  $22,693   $21,603 
Total lease liabilities  $22,693   $21,603 

 

Maturities of the Company’s lease liabilities are as following:

 

Period ending March 31,    
2024  $22,985 
2025   - 
Total lease payments   22,985 
Less: Imputed interest/present value discount   (292)
Present value of lease liabilities  $22,693 

 

Lease expenses were $6,725 and $48,551 for the three months ended March 31, 2024 and 2023, respectively.

 

v3.24.1.1.u2
COMMON STOCK
3 Months Ended
Mar. 31, 2024
Equity [Abstract]  
COMMON STOCK

NOTE 10 – COMMON STOCK

 

As of March 31, 2024 and December 31, 2023, the Company has 119,956,826 shares issued and outstanding. There are no shares of preferred stock issued and outstanding.

 

v3.24.1.1.u2
ADDITIONAL PAID-IN CAPITAL
3 Months Ended
Mar. 31, 2024
Additional Paid-in Capital  
ADDITIONAL PAID-IN CAPITAL

NOTE 11 – ADDITIONAL PAID-IN CAPITAL

 

As of March 31, 2024 and December 31, 2023, the Company has a total additional paid-in capital - capital contribution balance of $1,469,166 and $1,469,166, respectively.

 

v3.24.1.1.u2
SUBSEQUENT EVENTS
3 Months Ended
Mar. 31, 2024
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE 12 – SUBSEQUENT EVENTS

 

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before consolidated financial statements are issued, the Company has evaluated all events or transactions that occurred up to May 15, 2024, the date the consolidated financial statements were available to issue. Based upon this evaluation, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements.

v3.24.1.1.u2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
3 Months Ended
Mar. 31, 2024
Accounting Policies [Abstract]  
Basis of consolidated presentation

Basis of consolidated presentation

 

These condensed consolidated financial statements, accompanying notes, and related disclosures have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). These accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). The Company’s fiscal year end is December 31. The Company’s financial statements are presented in U.S. dollars.

 

The condensed consolidated financial statements include the accounts of EZAGOO LIMITED and its subsidiaries. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation.

 

Use of estimates

Use of estimates

 

In preparing these condensed consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheets and revenues and expenses during the periods reported. Actual results may differ from these estimates.

 

Reclassification

Reclassification

 

Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations.

 

Foreign currencies translation and re-measurement

Foreign currencies translation and re-measurement

 

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at 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 at the balance sheet dates. The resulting exchange differences are recorded in the statements of operations and comprehensive income.

 

The reporting currency of the Company is United States Dollars (“US$”) and the accompanying condensed financial statements have been expressed in US$. In addition, the Company’s subsidiary in People’s Republic of China maintains its books and record in its local currency, Chinese Yuan (“RMB”), which is functional currency as being the primary currency of the economic environment in which the entity operates.

 

In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, 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 foreign subsidiary are recorded as a separate component of accumulated other comprehensive income (loss) within the statements of stockholders’ deficit.

 

Translation of amounts from RMB into US$1 has been made at the following exchange rates for the respective periods:

 

   2024   2023 
  

As of and for the three months ended

March 31,

 
   2024   2023 
Period-end RMB: US$1 exchange rate   7.22    7.10 
Period-average RMB: US$1 exchange rate   7.17    7.08 
Period-end HK$: US$1 exchange rate   7.83    7.81 
Period-average HK$: US$1 exchange rate   7.82    7.83 

 

Cash and cash equivalents

Cash and cash equivalents

 

The company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. Cash and cash equivalents consist of cash on hand, demand deposits placed with banks that located in US, the Hong Kong and mainland China.

 

 

EZAGOO LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

Property and equipment

Property and equipment

 

Property and equipment are carried at cost less accumulated depreciation. Depreciation is provided over their estimated useful lives, using the straight-line method. Estimated useful lives of the property and equipment are as follows:

 

Office equipment 3-5 years

 

The cost of maintenance and repairs is charged to expenses as incurred, whereas significant renewals and betterments are capitalized.

 

Lease

Lease

 

The Company accounts for its leases in accordance with ASC 842 Leases. The Company leases office space. The Company concludes on whether an arrangement is a lease at inception. This determination as to whether an arrangement contains a lease is based on an assessment as to whether a contract conveys the right to the Company to control the use of identified property, plant or equipment for period of time in exchange for consideration. Leases with an initial term of 12 months or less are not recorded on the balance sheet. The Company recognizes these lease expenses on a straight-line basis over the lease term.

 

The Company has assessed its contracts and concluded that its leases consist of only operating leases. Operating leases are included in right-of-use (ROU) assets, current portion of lease liabilities, and non-current portion of lease liabilities in the Company’s consolidated balance sheets.

 

ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company determines an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company’s incremental borrowing rate is a hypothetical rate based on its understanding of what its credit rating would be. The ROU asset also includes any lease payments made and excludes lease incentives. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

 

Revenue recognition

Revenue recognition

 

The Company assesses and follows the guidance of ASC 606, revenue from contracts with customers is recognized using the following five steps:

 

  1. Identify the contract(s) with a customer;

 

    a. The parties to the contract have approved the contract (in writing, orally, or in accordance with other customary business practices) and are committed to perform their respective obligations.
    b. The entity can identify each party’s rights regarding the services to be transferred.
    c. The entity can identify the payment terms for the services to be transferred.
    d. The contract has commercial substance (that is, the risk, timing, or amount of the entity’s future cash flows is expected to change as a result of the contract).
    e. It is probable that the entity will collect substantially all of the consideration to which it will be entitled in exchange for the services that will be transferred to the customer.

 

  2. Identify the performance obligations in the contract;

 

    a. According to the contract, the Company and Customer has to maintain the performance obligation, respectively.
    b. The customer shall pay for the services and goods after signing of the contract and provide appropriate advertisement materials, and the delivery address & contact information of the e-commerce order to the Company, the Company shall ensure the provided service and delivered goods of the Customer according to the contract terms.

 

  3. Determine the transaction price;

 

    a. For the e-commerce contract, the transaction price is explicitly stated in fixed amount in the contract. There is no variable consideration, such as discounts, rebates, consideration payable to customer or noncash consideration. There was no price concession, and the Company did not expect any price concession for the service performed during the periods ended March 31, 2024 and 2023.
    b. The contract does not contain any elements that would cause consideration under the arrangement to be variable (Examples include discounts, rebates, refunds, credits, incentives, tiered pricing, price guarantees, right of return, etc.).
    c. There are no factors that exist whereby it is not probable that a significant reversal or revenues will not occur in the contract.

 

  4. Allocate the transaction price to the performance obligations in the contract; and

 

    a. There were no multiple performance obligations to which the transaction price must be allocated, and each contract only has one performance obligation. The standalone selling price is explicated stated in the contract.

 

  5. Recognize revenue when (or as) the entity satisfies a performance obligation.

 

    a. Per ASC 606, an entity shall recognize revenue when (or as) the entity satisfies a performance obligation by transferring a promised good or service (that is, an asset) to a customer. An asset is transferred when (or as) the customer obtains control of that asset.
    b. Revenue is recognized when the advertising service is performed. According to the sample advertising and e-commerce contract, upon obtaining the signed contract and order from the Customer, the service and goods’ period would be started. Therefore, the revenue is recognized when the service and goods are completely provided and delivered at that point in time.

 

 

EZAGOO LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

Under Topic 606, revenues are recognized when the promised services and goods have been confirmed and transferred to the consumers in amounts that reflect the consideration the customer expects to be entitled to in exchange for those services. The Company presents value added taxes (“VAT”) as reductions of revenues. The Company recognizes revenues net of value added taxes (“VAT”) and relevant charges.

 

During the period ended March 31, 2024, the Company’s revenues were mainly generated from providing e-commerce trading of goods and products on ZCZX WeChat Application that is subscribed from Weimob (微盟集团, HK02013) (“trading income” since September 2022), providing e-commerce value-added service in LSM WeChat Application which is also subscribed from Weimob (微盟集团, HK02013) (“commission income” since November 2022), and providing service of travel planning to customer (“service income” since March 2024).

 

Cost of revenues

Cost of revenues

 

Cost of revenue includes costs of goods sold and sales commissions expenses of e-commerce trading in ZCZX, the operating salaries for the staffs who running the ZCZX and LSM, and the service of travel planning.

 

Imputed Interest

Imputed Interest

 

The Company owned director and related parties some loans which are unsecured, interest-free with no fixed payment term, for working capital purpose. Imputed interests were $0 and $27,489 for the periods ended March 31, 2024 and 2023, respectively.

 

Value-added taxes

Value-added taxes

 

Revenue is recognized net of value-added taxes (“VAT”). The VAT is based on gross sales price and VAT rates applicable to the Company is 13% of e-commerce trading income and 6% of commission income and service income for the periods ended March 31, 2024 and 2023. All of the VAT returns filed by the Company’s subsidiaries in the PRC, have been and remain subject to examination by the PRC tax authorities for five years from the date of filing. VAT payables are included in accrued liabilities.

 

Income taxes

Income taxes

 

The Company followed the liability method of accounting for income taxes in accordance with ASC 740, Income Taxes, or ASC 740. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the period in which the differences are expected to reverse. The Company recorded a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rate is recognized in tax expense in the period that includes the enactment date of the change in tax rate.

 

The Company accounted for uncertainties in income taxes in accordance with ASC 740. Interest and penalties related to unrecognizable tax benefit recognized in accordance with ASC 740 are classified in the consolidated statements of comprehensive loss as income tax expense.

 

Earnings per share

Earnings per share

 

The Company computes earnings per share (“EPS”) in accordance with ASC Topic 260, “Earnings per share”. Basic EPS is measured as the income or loss available to common shareholders divided by the weighted average common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (e.g., convertible securities, options, and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Any potential common shares in 2024 and 2023 that have an anti-dilutive effect (i.e. those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS.

 

Commitments and contingencies

Commitments and contingencies

 

Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.

 

Related party transaction

Related party transaction

 

A related party is generally defined as (i) any person that holds 10% or more of the Company’s securities and their immediate families, (ii) the Company’s management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

 

Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated.

 

 

EZAGOO LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

Recent accounting pronouncements

Recent accounting pronouncements

 

In December 2023, the FASB issued ASU 2023-09, Improvement to Income Tax Disclosure. This standard requires more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. This standard also includes certain other amendments to improve the effectiveness of income tax disclosures. ASU 2023-09 is effective for public business entities, for annual periods beginning after December 15, 2024. For entities other than public business entities, the amendments are effective for annual periods beginning after December 15, 2025.

v3.24.1.1.u2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
3 Months Ended
Mar. 31, 2024
Accounting Policies [Abstract]  
SCHEDULE OF FOREIGN CURRENCY TRANSLATION OF EXCHANGE RATES

Translation of amounts from RMB into US$1 has been made at the following exchange rates for the respective periods:

 

   2024   2023 
  

As of and for the three months ended

March 31,

 
   2024   2023 
Period-end RMB: US$1 exchange rate   7.22    7.10 
Period-average RMB: US$1 exchange rate   7.17    7.08 
Period-end HK$: US$1 exchange rate   7.83    7.81 
Period-average HK$: US$1 exchange rate   7.82    7.83 
SCHEDULE OF PLANT AND EQUIPMENT EXPECTED USEFUL LIVES

Property and equipment are carried at cost less accumulated depreciation. Depreciation is provided over their estimated useful lives, using the straight-line method. Estimated useful lives of the property and equipment are as follows:

 

Office equipment 3-5 years
v3.24.1.1.u2
PROPERTY AND EQUIPMENT (Tables)
3 Months Ended
Mar. 31, 2024
Property, Plant and Equipment [Abstract]  
SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT

 

   March 31, 2024   December 31, 2023 
Office equipment  $42,332   $42,332 
Less: Accumulated depreciation   (42,332)   (42,332)
Property and equipment, net  $-   $- 
v3.24.1.1.u2
DEPOSITS, PREPAYMENTS AND OTHER RECEIVABLES (Tables)
3 Months Ended
Mar. 31, 2024
Deposits Prepayments And Other Receivables  
SCHEDULE OF DEPOSITS, PREPAYMENTS AND OTHER RECEIVABLES

Deposits, prepayments and other receivables consisted of the following:

 

   March 31, 2024   December 31, 2023 
Deposits, prepayments and other receivables  $38,607   $28,763 
Total deposits, prepayments and other receivables  $38,607   $28,763 
v3.24.1.1.u2
ACCOUNTS PAYABLE (Tables)
3 Months Ended
Mar. 31, 2024
Payables and Accruals [Abstract]  
SCHEDULE OF ACCOUNT PAYABLE

Accounts payable consists of the following:

 

   March 31, 2024   December 31, 2023 
Accounts payable  $10,532   $13,527 
Total accounts payable  $10,532   $13,527 
v3.24.1.1.u2
ACCRUED EXPENSES, OTHER PAYABLES AND DEPOSITS RECEIVED (Tables)
3 Months Ended
Mar. 31, 2024
Payables and Accruals [Abstract]  
SCHEDULE OF ACCRUED EXPENSES, OTHER PAYABLE AND DEPOSITS RECEIVED

Accrued expenses, other payable and deposits received consisted of the following:

 

   March 31, 2024   December 31, 2023 
Accrued expenses  $34,874   $39,374 
Other payables   47,921    78,108 
Deposits received from customers   53,934    55,236 
Total  $136,729   $172,718 
v3.24.1.1.u2
RELATED PARTIES (Tables)
3 Months Ended
Mar. 31, 2024
Related Party Transactions [Abstract]  
SCHEDULE OF DUE FROM RELATED PARTY

Amount due from the related party consisted of the following:

 

   March 31, 2024   December 31, 2023 
Related party I  $138   $141 
Total amount due from the related party  $138   $141 

SCHEDULE OF DUE TO RELATED PARTIES

Amount due to the related parties consisted of the following:

 

   March 31, 2024   December 31, 2023 
       (Reclassified) 
Related party A  $30,932   $27,577 
Related party B   348,870    354,921 
Related party C   22,325    22,712 
Related party D   512,038    520,747 
Related party E   3,407    123,496 
Related party G   251,004    255,358 
Related party J   1,506,733    1,265,159 
Related party K   37,395    38,044 
Related party L   20,893    20,893 
Related party M   331,096    336,840 
Related party N   128,104    130,326 
Related party O   113,569    115,540 
Related party P   -    31,450 
Total amount due to the related parties  $3,306,366   $3,243,063 
SCHEDULE OF DISCLOSURE OF RELATED PARTIES TRANSACTIONS

The related parties’ transactions are shown as following

 

   2024   2023 
   Three months ended March 31, 
   2024   2023 
Imputed interest expenses to director  $-   $297 
Imputed interest expenses to related parties   -    27,199 
Imputed interest income from related parties   -    (7)
Total imputed interest expenses, net  $-   $27,489 
Office rental fees  $6,725   $7,050 
v3.24.1.1.u2
LEASE (Tables)
3 Months Ended
Mar. 31, 2024
Lease  
SCHEDULE OF DETAILS OF LEASE TERM

The details lease terms are shown as followings:

 

Lease agreement  Expiry Date  

Original

Lease Term

  

The Remaining

Lease Term

 
1st Changsha office rent, related party   Dec 31, 2024    2 years    0.75 year 
2nd Beijing office rent, related party   Dec 31, 2024    1 year    0.75 year 
3rd Changsha office rent, related party   Aug 1, 2024    1 year    0.33 year 
SCHEDULE OF LEASE EXPENSE AND SUPPLEMENTAL ASH FLOW INFORMATION RELATED TO LEASES

The components of lease expense and supplemental cash flow information related to leases are as following:

 

   2024   2023 
   Three months ended March 31, 
   2024   2023 
   (Unaudited)   (Unaudited) 
Leases Cost (included in general and administration in the Company’s unaudited condensed statement of operations)          
Leases cost, related parties  $6,725   $4,171 
Leases cost, non-related parties   -    44,380 
Total lease cost  $6,725   $48,551 
           
Other Information          
Cash paid for the amounts included in the measurement of lease liabilities, related parties  $-   $- 
Cash paid for the amounts included in the measurement of lease liabilities, non-related parties  $-   $30,448 
Weighted average remaining lease term, related party (in years)   0.75    - 
Weighted average remaining lease term, non-related party (in years)   -    0.67 
Average discount rate – operating leases   4.35%   4.35%
SCHEDULE OF SUPPLEMENTAL BALANCE SHEET INFORMATION RELATED TO LEASES

The supplemental balance sheet information related to leases is as following:

 

   March 31, 2024   December 31, 2023 
   (Unaudited)   (Audited) 
Leases          
Right-of-use assets, related parties  $16,012   $21,603 
Total Right-of-use assets  $16,012   $21,603 
           
Lease liabilities - current portion, related parties  $22,693   $21,603 
Total lease liabilities  $22,693   $21,603 
SCHEDULE OF MATURITIES OF LEASE LIABILITIES

Maturities of the Company’s lease liabilities are as following:

 

Period ending March 31,    
2024  $22,985 
2025   - 
Total lease payments   22,985 
Less: Imputed interest/present value discount   (292)
Present value of lease liabilities  $22,693 
v3.24.1.1.u2
ORGANIZATION AND BUSINESS BACKGROUND (Details Narrative)
Jul. 20, 2018
CNY (¥)
Jun. 30, 2018
USD ($)
$ / shares
shares
Jun. 30, 2018
$ / shares
shares
May 09, 2018
USD ($)
$ / shares
shares
Mar. 31, 2024
$ / shares
Dec. 31, 2023
$ / shares
Jan. 18, 2021
Jun. 25, 2018
$ / shares
Jun. 06, 2018
$ / shares
Common stock, par value         $ 0.0001 $ 0.0001      
Tan Xiaohao [Member]                  
Ownership percentage             100.00%    
Management Services Agreement [Member] | Changsha Ezagoo Technology Limited [Member]                  
Profit percentage 100.00%                
Loan Agreement [Member] | Changsha Ezagoo Technology Limited [Member]                  
Loans and Leases Receivable, Related Parties | ¥ ¥ 100,000                
Debt instrument, maturity date Dec. 31, 2018                
Changsha Ezagoo Technology Limited [Member] | Management Services Agreement [Member]                  
Profit percentage 100.00%                
Percentage of shares owned 100.00%                
Agreement, description On July 20, 2018 CETL entered into and consummated an agreement with BESH and RFLL whereas BESH and RFLL have engaged CETL to provide management, financial, and other business services to Beijing Ezagoo Zhicheng Internet Technology Limited (formerly named as Hunan Ezagoo Zhicheng Internet Technology Limited that change the company name on December 2, 2020). CETL is to be compensated with 100% of all profits generated by Beijing Ezagoo Zhicheng Internet Technology Limited. This Agreement is effective as of July 20, 2018 and will continue in effect for a period of ten (10) years (the “Initial Term”), and for succeeding periods of the same duration (each, “Subsequent Term”), until terminated by one of the following means either during the Initial Term or thereafter: Mutual Consent, Termination by CETL, Breach or Insolvency.                
Agreement effective date Jul. 20, 2018                
Beijing Ezagoo Zhicheng Internet Technology Limited [Member] | Call Option Agreement [Member]                  
Percentage of equity method investment transferred             20.00%    
Ezagoo Holding Limited [Member]                  
Business acquisition share price               $ 1 $ 0.13
Restricted Stock [Member] | Zhang Qianwen [Member]                  
Sale of stock number of shares issued in transaction | shares   3,591,000              
Restricted Stock [Member] | Greenpro Asia Strategic SPC [Member]                  
Sale of stock number of shares issued in transaction | shares     1,358,500            
Common stock, par value   $ 0.0001 $ 0.0001            
Tan Xiaohao [Member] | Restricted Stock [Member]                  
Sale of stock number of shares issued in transaction | shares       90,050,500          
Common stock, par value       $ 0.0001          
Sale of stock consideration received on transaction | $       $ 9,005          
Zhang Qianwen [Member] | Restricted Stock [Member] | Greenpro Asia Strategic SPC [Member]                  
Sale of stock consideration received on transaction | $   $ 495              
v3.24.1.1.u2
GOING CONCERN UNCERTAINTIES (Details Narrative) - USD ($)
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]      
Working capital deficit $ 3,185,649    
Retained Earnings (Accumulated Deficit) 4,833,579   $ 4,738,914
Net Income (Loss) Attributable to Parent 94,665 $ 251,752  
Operating cashflow $ 148,436 $ 285,688  
v3.24.1.1.u2
SCHEDULE OF FOREIGN CURRENCY TRANSLATION OF EXCHANGE RATES (Details)
Mar. 31, 2024
Mar. 31, 2023
Period-end RMB [Member]    
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
Foreign exchange rate 7.22 7.10
Period-average RMB [Member]    
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
Foreign exchange rate 7.17 7.08
Period-end HK [Member]    
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
Foreign exchange rate 7.83 7.81
Period-average HK [Member]    
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
Foreign exchange rate 7.82 7.83
v3.24.1.1.u2
SCHEDULE OF PLANT AND EQUIPMENT EXPECTED USEFUL LIVES (Details) - Office Equipment [Member]
Mar. 31, 2024
Minimum [Member]  
Property, Plant and Equipment [Line Items]  
Property, plant and equipment, useful life 3 years
Maximum [Member]  
Property, Plant and Equipment [Line Items]  
Property, plant and equipment, useful life 5 years
v3.24.1.1.u2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Accounting Policies [Abstract]    
Imputed interest $ 0 $ 27,489
Trading income percentage ralated to value added tax 13.00% 13.00%
Commission income percentage ralated to value added tax 6.00% 6.00%
v3.24.1.1.u2
SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($)
Mar. 31, 2024
Dec. 31, 2023
Property, Plant and Equipment [Abstract]    
Office equipment $ 42,332 $ 42,332
Less: Accumulated depreciation (42,332) (42,332)
Property and equipment, net
v3.24.1.1.u2
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($)
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Property, Plant and Equipment [Abstract]    
Depreciation expense $ 0 $ 2,507
Accumulated depreciation $ 42,332 $ 42,332
v3.24.1.1.u2
SCHEDULE OF DEPOSITS, PREPAYMENTS AND OTHER RECEIVABLES (Details) - USD ($)
Mar. 31, 2024
Dec. 31, 2023
Deposits Prepayments And Other Receivables    
Deposits, prepayments and other receivables $ 38,607 $ 28,763
Total deposits, prepayments and other receivables $ 38,607 $ 28,763
v3.24.1.1.u2
DEPOSITS, PREPAYMENTS AND OTHER RECEIVABLES (Details Narrative) - USD ($)
Mar. 31, 2024
Dec. 31, 2023
Deposits Prepayments And Other Receivables    
Prepaid expense and other assets $ 38,607 $ 28,763
v3.24.1.1.u2
SCHEDULE OF ACCOUNT PAYABLE (Details) - USD ($)
Mar. 31, 2024
Dec. 31, 2023
Payables and Accruals [Abstract]    
Accounts payable $ 10,532 $ 13,527
Total accounts payable $ 10,532 $ 13,527
v3.24.1.1.u2
SCHEDULE OF ACCRUED EXPENSES, OTHER PAYABLE AND DEPOSITS RECEIVED (Details) - USD ($)
Mar. 31, 2024
Dec. 31, 2023
Payables and Accruals [Abstract]    
Accrued expenses $ 34,874 $ 39,374
Other payables 47,921 78,108
Deposits received from customers 53,934 55,236
Total $ 136,729 $ 172,718
v3.24.1.1.u2
ACCOUNTS PAYABLE (Details Narrative) - USD ($)
Mar. 31, 2024
Dec. 31, 2023
Payables and Accruals [Abstract]    
Accounts payable current $ 10,532 $ 13,527
v3.24.1.1.u2
SCHEDULE OF DUE FROM RELATED PARTY (Details) - USD ($)
Mar. 31, 2024
Dec. 31, 2023
Related Party Transaction [Line Items]    
Total amount due from the related party $ 138 $ 141
Related Party [Member]    
Related Party Transaction [Line Items]    
Total amount due from the related party $ 138 $ 141
v3.24.1.1.u2
SCHEDULE OF DUE TO RELATED PARTIES (Details) - USD ($)
Mar. 31, 2024
Dec. 31, 2023
Related Party A [Member]    
Related Party Transaction [Line Items]    
Total amount due to the related parties $ 30,932 $ 27,577
Related Party B [Member]    
Related Party Transaction [Line Items]    
Total amount due to the related parties 348,870 354,921
Related Party C [Member]    
Related Party Transaction [Line Items]    
Total amount due to the related parties 22,325 22,712
Related Party D [Member]    
Related Party Transaction [Line Items]    
Total amount due to the related parties 512,038 520,747
Related Party E [Member]    
Related Party Transaction [Line Items]    
Total amount due to the related parties 3,407 123,496
Related Party G [Member]    
Related Party Transaction [Line Items]    
Total amount due to the related parties 251,004 255,358
Related Party J [Member]    
Related Party Transaction [Line Items]    
Total amount due to the related parties 1,506,733 1,265,159
Related Party K [Member]    
Related Party Transaction [Line Items]    
Total amount due to the related parties 37,395 38,044
Related Party L [Member]    
Related Party Transaction [Line Items]    
Total amount due to the related parties 20,893 20,893
Related Party M [Member]    
Related Party Transaction [Line Items]    
Total amount due to the related parties 331,096 336,840
Related Party N [Member]    
Related Party Transaction [Line Items]    
Total amount due to the related parties 128,104 130,326
Related Party O [Member]    
Related Party Transaction [Line Items]    
Total amount due to the related parties 113,569 115,540
Related Party P [Member]    
Related Party Transaction [Line Items]    
Total amount due to the related parties 31,450
Related Party [Member]    
Related Party Transaction [Line Items]    
Total amount due to the related parties $ 3,306,366 $ 3,243,063
v3.24.1.1.u2
SCHEDULE OF DISCLOSURE OF RELATED PARTIES TRANSACTIONS (Details) - USD ($)
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Related Party Transaction [Line Items]    
Total imputed interest expenses, net $ 27,489
Office rental fees 6,725 7,050
Director [Member]    
Related Party Transaction [Line Items]    
Imputed interest expenses to related parties 297
Related Party [Member]    
Related Party Transaction [Line Items]    
Imputed interest expenses to related parties 27,199
Imputed interest income from related parties $ (7)
v3.24.1.1.u2
RELATED PARTIES (Details Narrative) - USD ($)
Mar. 31, 2024
Dec. 31, 2023
Related Party Transaction [Line Items]    
Other Receivables, Net, Current $ 138 $ 141
Related Party [Member]    
Related Party Transaction [Line Items]    
Other Receivables, Net, Current 138 141
Related Party A [Member]    
Related Party Transaction [Line Items]    
Due to related parties 30,932 27,577
Related Party B [Member]    
Related Party Transaction [Line Items]    
Due to related parties 348,870 354,921
Related Party C [Member]    
Related Party Transaction [Line Items]    
Due to related parties 22,325 22,712
Related Party D [Member]    
Related Party Transaction [Line Items]    
Due to related parties 512,038 520,747
Related Party E [Member]    
Related Party Transaction [Line Items]    
Due to related parties 3,407 123,496
Related Party G [Member]    
Related Party Transaction [Line Items]    
Due to related parties 251,004 255,358
Related Party J [Member]    
Related Party Transaction [Line Items]    
Due to related parties 1,506,733 1,265,159
Related Party K [Member]    
Related Party Transaction [Line Items]    
Due to related parties 37,395 38,044
Related Party L [Member]    
Related Party Transaction [Line Items]    
Due to related parties 20,893 20,893
Related Party M [Member]    
Related Party Transaction [Line Items]    
Due to related parties 331,096 336,840
Related Party N [Member]    
Related Party Transaction [Line Items]    
Due to related parties 128,104 130,326
Related Party O [Member]    
Related Party Transaction [Line Items]    
Due to related parties 113,569 115,540
Related Party P [Member]    
Related Party Transaction [Line Items]    
Due to related parties $ 0 $ 31,450
Related Party I [Member] | Beijing Ezagoo Industrial Development Group Holding Limited [Member]    
Related Party Transaction [Line Items]    
Equity method investment, ownership percentage 80.00%  
Related Party I [Member] | Hunan Kuaile Motors Camping Site Investment Development Ltd [Member]    
Related Party Transaction [Line Items]    
Equity method investment, ownership percentage 20.00%  
Related Party B [Member] | Hui Du [Member]    
Related Party Transaction [Line Items]    
Equity method investment, ownership percentage 100.00%  
Related Party G [Member] | Mr. Xiaohao Tan [Member]    
Related Party Transaction [Line Items]    
Equity method investment, ownership percentage 86.95% 8.00%
Related Party J [Member]    
Related Party Transaction [Line Items]    
Equity method investment, ownership percentage 71.85% 21.42%
Related Party L [Member] | Mr. Xiaohao Tan [Member]    
Related Party Transaction [Line Items]    
Equity method investment, ownership percentage 100.00%  
Related Party M [Member] | Mr. Xiaohao Tan [Member]    
Related Party Transaction [Line Items]    
Equity method investment, ownership percentage 85.00%  
Related Party N [Member] | Mr. Xiaohao Tan [Member]    
Related Party Transaction [Line Items]    
Equity method investment, ownership percentage 100.00%  
Related Party O [Member] | Changsha Little Penguin Culture Communication Co Limited [Member]    
Related Party Transaction [Line Items]    
Equity method investment, ownership percentage 95.00% 5.00%
Related Party P [Member]    
Related Party Transaction [Line Items]    
Equity method investment, ownership percentage 82.00%  
v3.24.1.1.u2
SCHEDULE OF DETAILS OF LEASE TERM (Details)
3 Months Ended
Mar. 31, 2024
1st Changsha Office Rent Related Party [Member]  
Expiry Date Dec. 31, 2024
Original Lease Term 2 years
The Remaining Lease Term 9 months
Second Beijing Office Rent Related Party [Member]  
Expiry Date Dec. 31, 2024
Original Lease Term 1 year
The Remaining Lease Term 9 months
3rd Beijing Office Rent, Related Party [Member]  
Expiry Date Aug. 01, 2024
Original Lease Term 1 year
The Remaining Lease Term 3 months 29 days
v3.24.1.1.u2
SCHEDULE OF LEASE EXPENSE AND SUPPLEMENTAL ASH FLOW INFORMATION RELATED TO LEASES (Details) - USD ($)
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Defined Benefit Plan Disclosure [Line Items]    
Total lease cost $ 6,725 $ 48,551
Related Party [Member]    
Defined Benefit Plan Disclosure [Line Items]    
Total lease cost 6,725 4,171
Cash paid for the amounts included in the measurement of lease liabilities, non-related parties
Weighted average remaining lease term - operating leases (in years) 9 months
Nonrelated Party [Member]    
Defined Benefit Plan Disclosure [Line Items]    
Total lease cost $ 44,380
Cash paid for the amounts included in the measurement of lease liabilities, non-related parties $ 30,448
Weighted average remaining lease term - operating leases (in years) 8 months 1 day
Average discount rate - operating leases 4.35% 4.35%
v3.24.1.1.u2
SCHEDULE OF SUPPLEMENTAL BALANCE SHEET INFORMATION RELATED TO LEASES (Details) - USD ($)
Mar. 31, 2024
Dec. 31, 2023
Defined Benefit Plan Disclosure [Line Items]    
Total Right-of-use assets $ 16,012 $ 21,603
Lease liabilities - current portion, related parties 22,693 21,603
Total lease liabilities 22,693 21,603
Related Party [Member]    
Defined Benefit Plan Disclosure [Line Items]    
Total Right-of-use assets 16,012 21,603
Lease liabilities - current portion, related parties $ 22,693 $ 21,603
v3.24.1.1.u2
SCHEDULE OF MATURITIES OF LEASE LIABILITIES (Details) - USD ($)
Mar. 31, 2024
Dec. 31, 2023
Lease    
2024 $ 22,985  
2025  
Total lease payments 22,985  
Less: Imputed interest/present value discount (292)  
Present value of lease liabilities $ 22,693 $ 21,603
v3.24.1.1.u2
LEASE (Details Narrative) - USD ($)
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Lease expense $ 6,725 $ 48,551
Office Spaces [Member] | Minimum [Member]    
The remaining lease term 4 months  
Office Spaces [Member] | Maximum [Member]    
The remaining lease term 9 months  
v3.24.1.1.u2
COMMON STOCK (Details Narrative) - shares
Mar. 31, 2024
Dec. 31, 2023
Equity [Abstract]    
Common stock, shares issued 119,956,826 119,956,826
Common stock, shares outstanding 119,956,826 119,956,826
Preferred stock, shares issued 0 0
Preferred stock, shares outstanding 0 0
v3.24.1.1.u2
ADDITIONAL PAID-IN CAPITAL (Details Narrative) - USD ($)
Mar. 31, 2024
Dec. 31, 2023
Additional Paid-in Capital    
Additional paid in capital $ 1,469,166 $ 1,469,166

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