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 ~~June~~September 30, 2024

☐ 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 ~~August~~November 1520, 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 June 30, 2024 (unaudited) and December 31, 2023	F-1
	Condensed Consolidated Balance Sheets as of September 30, 2024 (unaudited) and December 31, 2023	F-1
	Condensed Consolidated Statements of Operations and Comprehensive Income/(Loss) for the six months ended June 30, 2024 and 2023 (unaudited)	F-2
	Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and nine months ended September 30, 2024 and 2023 (unaudited)	F-2
	Condensed Consolidated Statement of Changes in Stockholders’ Deficit for the six months ended June 30, 2024 and 2023 (unaudited)	F-3
	Condensed Consolidated Statement of Changes in Stockholders’ Deficit for the three and nine months ended September 30, 2024 and 2023 (unaudited)	F-3
	Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2024 and 2023 (unaudited)	F-4
	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 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~~QUALITATIVE 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

PART I – FINANCIAL INFORMATION

Item 1. Financial statements

EZAGOO LIMITED

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF ~~JUNE~~September 30, 2024 (UNAUDITED) AND DECEMBER 31, 2023

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

	June 30, 2024			December 31, 2023
	September 30, 2024			December 31, 2023
				(Reclassified)	~~(Reclassified)~~
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	~~228~~207,~~838~~759		$	266,542
Amount due from the related party		~~138~~-			141
Deposits, prepayments and other receivables		3233,~~381~~371			28,763
Income tax receivables		2,073			2,073
Total current assets		~~263~~243,~~430~~203			297,519
NON-CURRENT ASSETS
Property and equipment, net		-			-
Right-of-use assets		105,~~663~~551			21,603
Total non-current assets		105,~~663~~551			21,603
TOTAL ASSETS	$	~~274~~248,~~093~~754		$	319,122
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES
Accounts payable	$	11,~~426~~946		$	13,527
Accrual, other payables and deposits received		~~165~~292,~~887~~807			172,718
Amounts due to the related parties		3,~~389~~513,~~305~~181			3,243,063
Lease liabilities		115,~~489~~591			21,603
Total current liabilities		3,~~578~~823,~~107~~525			3,450,911
TOTAL LIABILITIES	$	3,~~578~~823,~~107~~525		$	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 June 30, 2024 and December 31, 2023, respectively		11,996			11,996
Common stocks, $0.0001 par value, 600,000,000 shares authorized, 119,956,826 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively		11,996			11,996
Additional paid-in capital		1,469,166			1,469,166
Accumulated other comprehensive income		~~205~~79,~~543~~913			125,963
Accumulated deficit		(45,~~990~~135,~~719)~~846	)		(4,738,914)	)
TOTAL STOCKHOLDERS’ DEFICIT		(3,~~304~~574,~~014~~771	)		(3,131,789	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	~~274~~248,~~093~~754		$	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 ~~SIX~~THREE AND NINE MONTHS ENDED ~~JUNE~~September 30, 2024 AND 2023

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

(Unaudited)

	Three months ended September 30,						Nine months ended September 30,
	2024			2023			2024			2023
	Three months ended June 30,						Six months ended June 30,
	2024			2023			2024			2023
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
REVENUES	$	2041,~~706~~477		$	3723,~~543~~741		$	64105,~~222~~699	$	$	~~113~~137,~~779~~520
COSTS OF REVENUES		(2442,~~089~~854	)		(7560,~~292~~709	)		(61104,~~550~~404	)		(~~140~~201,~~409~~118	)
GROSS (LOSS) PROFIT		(31,~~383~~377	)		(3736,~~749~~968	)		21,~~672~~295			(2663,~~630~~598	)
OPERATING EXPENSES
Sales and marketing expenses		(3528,~~426~~172	)		(2324,~~036~~717	)		(6997,~~826~~998	)		(4367,~~016~~733	)
General and administrative expenses		(~~118~~115,~~197~~676	)		(~~201~~140,~~276~~513	)		(~~220~~335,~~023~~699	)		(~~416~~557,~~729~~242	)
TOTAL OPERATING EXPENSES		(~~153~~143,~~623~~848	)		(~~224~~165,~~312~~230	))		(~~289~~433,~~849~~697	)		(~~459~~624,~~745~~975	)
OPERATING LOSS		(~~157~~145,~~006~~225	)		(~~262~~202,~~061~~198	)		(~~287~~432,~~177~~402	)		(~~486~~688,~~375~~573	)
OTHER INCOME (EXPENSES)
Other income		-98			(2,~~258~~195	)		35,~~373~~471			~~2,314~~119
Other expenses		~~(134~~-	)		-(84	)		(1	)		(589	)
Imputed interest expenses		-			(2930,~~271~~327	)		-			(5687,~~760~~087	)
TOTAL OTHER INCOME (EXPENSES), NET		~~(134~~98	)		(2732,~~013~~606	)		35,~~372~~470			(5487,~~451~~057	)
LOSS BEFORE INCOME TAX		(~~157~~145,~~140~~127	)		(~~289~~234,~~074~~804	)		(~~251~~396,~~805~~932	)		(~~540~~775,~~826~~630	)
INCOME TAX EXPENSES		-			-			-			-
NET LOSS	$	(~~157~~145,~~140~~127	)	$	(~~289~~234,~~074~~804	)	$	(~~251~~396,~~805~~932	)	$	(~~540~~775,~~826~~630	)
Other comprehensive income
Other comprehensive income (loss)
Foreign exchange adjustment income		22(125,~~763~~630	)		~~158~~9,~~268~~131			79(46,~~580~~050	)		~~145~~154,~~524~~655
COMPREHENSIVE LOSS	$	(~~134~~270,~~377~~757	)	$	(~~130~~225,~~806~~673	)	$	(~~172~~442,~~225~~982	)	$	(~~395~~620,~~302~~975	)
Net loss per share - Basic and diluted	$	-(0.00	)	$	-(0.00	)	$	-(0.00	)	$	-(0.01	)
Weighted average number of common shares outstanding – Basic and diluted		119,956,826			119,956,826			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 ~~SIX~~THREE AND NINE MONTHS ENDED ~~JUNE~~September 30, 2024 AND 2023

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

For the three and ~~six~~nine months ended ~~June~~September 30, 2024

	Number of shares		Amount		PAID-IN CAPITAL		COMPREHENSIVE LOSS			ACCUMULATED DEFICIT			STOCKHOLDERS’ DEFICT
	COMMON STOCKS				ADDITIONAL		ACCUMULATED OTHER						TOTAL
	Number of shares		Amount		PAID-IN CAPITAL		COMPREHENSIVE ~~LOSS~~INCOME			ACCUMULATED DEFICIT			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
Other comprehensive income		-		-		-		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	)
Net loss		-		-		-		-			(157,140	)		(157,140	)
Other comprehensive gain		-		-		-		22,763			-			22,763
Other comprehensive income		-		-		-		22,763			-			22,763
Balance as of June 30, 2024(Unaudited)	$	119,956,826	$	11,996	$	1,469,166	$	205,543		$	(4,990,719	)	$	(3,304,014	)
Balance as of June 30, 2024 (Unaudited)	$	119,956,826	$	11,996	$	1,469,166	$	205,543		$	(4,990,719	)	$	(3,304,014	)
Net loss		-		-		-		-			(145,127	)		(145,127	)
Other comprehensive loss		-		-		-		(125,630	)		-			(125,630	)
Balance as of September 30, 2024(Unaudited)	$	119,956,826	$	11,996	$	1,469,166	$	79,913		$	(5,135,846	)	$	(3,574,771	)

For the three and ~~six~~nine months ended ~~June~~September 30, 2023

	COMMON STOCKS				ADDITIONAL		ACCUMULATED OTHER						TOTAL
	Number of shares		Amount		PAID-IN CAPITAL		COMPREHENSIVE ~~LOSS~~INCOME			ACCUMULATED DEFICIT			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	)
Balance	$	119,956,826	$	11,996	$	1,494,979	$	63,536		$	(4,083,540	)	$	(2,513,029	)
Imputed interest expenses		-		-		29,271		-			-			29,271
Net loss		-		-		-		-			(289,074	)		(289,074	)
Other comprehensive gain		-		-		-		158,268			-			158,268
Other comprehensive income		-		-		-		158,268			-			158,268
Balance as of June 30, 2023(Unaudited)	$	119,956,826	$	11,996	$	1,524,250	$	221,804		$	(4,372,614	)	$	(2,614,564	)
Balance	$	119,956,826	$	11,996	$	1,524,250	$	221,804		$	(4,372,614	)	$	(2,614,564	)
Imputed interest expenses		-		-		30,327		-			-			30,327
Net loss								-			(234,804	)		(234,804	)
Other comprehensive income		-		-		-		9,131			-			9,131
Other comprehensive income (loss)		-		-		-		9,131			-			9,131
Balance as of September 30, 2023(Unaudited)	$	119,956,826	$	11,996	$	1,554,577	$	230,935		$	(4,607,418	)	$	(2,809,910	)
Balance	$	119,956,826	$	11,996	$	1,554,577	$	230,935		$	(4,607,418	)	$	(2,809,910	)

See accompanying notes to the unaudited condensed consolidated financial statements.

F-3

EZAGOO LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE ~~SIX~~NINE MONTHS ENDED ~~JUNE~~September 30, 2024 AND 2023

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

(Unaudited)

		2024			2023
	Nine months ended September 30,
	Six months ended June 30,
	2024			2023
		2024			2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(~~251~~396,~~805~~932	)	$	(~~540~~775,~~826~~630	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation		-			31,~~374~~124
Imputed interests, net		-			5687,~~760~~087
Changes in operating assets and liabilities:
Deposits, prepayments and other receivables		(4,~~328~~181	)		9(3,~~892~~102	)
Repayment from related parties		-			~~684~~674
Accounts payable		(1,~~799~~692	)		(47,~~427~~761	)
Accrual and other payables		(2120,~~259~~303	)		(6285,~~355~~550	)
Receipts in advance		(15,~~203~~355	)		(4443,~~367~~280	)
Income tax payable		-			1,~~782~~756
Right-of-use assets		(1021,~~940~~603	)		~~119~~152,~~088~~711
Lease liabilities		(221,~~336~~603	)		(~~132~~175,~~459~~890	)
Net cash used in operating activities		(~~274~~287,~~670~~857	)		(~~592~~847,~~854~~861	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Funds advanced from the related parties		~~229~~224,~~643~~617			~~462~~673,~~191~~726
Repayment to a director		7,505			(3,887	)
Advanced from director		3,871			(6,849	)
Net cash provided by financing activities		~~237~~228,~~148~~488			~~458~~666,~~304~~877
Effect of exchange rate changes on cash and cash equivalents		~~(182~~586	)		(31,~~593~~171	)
Net change in cash and cash equivalents		(3758,~~704~~783	)		(~~138~~179,~~143~~813	)
Cash and cash equivalents, beginning of period		266,542			454,980
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	~~228~~207,~~838~~759		$	~~316~~275,~~837~~167
NON-CASH INVESTING AND FINANCING ACTIVITY
Operating lease right-of-use asset obtained in exchange for operating lease obligation	$	-		$	4342,~~350~~709

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.

F-5

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-56

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 ~~June~~September 30, 2024, the Company had working capital deficit of $ 3,~~314~~580,~~677~~ 322 and accumulated deficit of $ 45,~~990~~135,~~719~~ 846 and had incurred a net loss of $~~251~~396,~~805~~932 and total stockholders’~~defict~~ deficit of $3,~~304~~574,~~014~~ 771 and negative operating cashflows of $ ~~274~~ 287,~~670~~857 for the ~~six~~nine months ended ~~June~~September 30, 2024. The continuation of the Company as a going concern through ~~June~~September 30, 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.

A subsidiary is an entity in which (i) the Company directly or indirectly controls more than 50% of the voting power; or (ii) the Company 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 meetings of the board of directors or to govern the financial and operating policies of the investee pursuant to a statute or under an agreement among the shareholders or equity holders.

● 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 six months ended June 30,
	As of and for the nine months ended September 30,
	2024		2023
Period-end RMB: US$1 exchange rate		7.2602		7.2528
Period-average RMB: US$1 exchange rate		7.2019		67.9203
Period-end HK$: US$1 exchange rate		7.8177		7.8483
Period-average HK$: US$1 exchange rate		7.8381		7.8483
Foreign exchange rate		7.8381		7.8483

● Cash and cash equivalents

The company considers all highly liquid instruments with a maturity of six 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-67

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 ~~June~~September 30, 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-78

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 ~~June~~September 30, 2024, the Company’s revenues were mainly generated from providing e-commerce trading of goods and ~~products~~ products on ZCZX WeChat Application that is subscribed from Weimob (微盟集团, HK02013) (“trading income” ~~since~~ 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 $2930,~~271~~327 for the periods ended ~~June~~September 30, 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 ~~June~~September 30, 2024 and 2023. ~~All~~ 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~~ 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-89

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

	June 30, 2024			December 31, 2023
	September 30, 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 $31,~~374~~124 for the ~~six~~nine months ended ~~June~~September 30, 2024 and 2023, respectively.

Accumulated depreciation as of ~~June~~September 30, 2024 and December 31, 2023 were $42,332 and $42,332, respectively. All the office equipment had fully ~~depreciated~~ depreciated at April 2023. Due to the lack of significant expansion in the company’s business, there is no immediate need to purchase ~~additional~~ additional office equipment.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:

	June 30, 2024		December 31, 2023
	September 30, 2024		December 31, 2023
Deposits, prepayments and other receivables	$	3233,~~381~~371	$	28,763
Total deposits, prepayments and other receivables	$	3233,~~381~~371	$	28,763

As of ~~June~~September 30, 2024 and December 31, 2023, the balance of $ 3233,~~381~~371 and $28,763 were represented the outstanding prepayments which included 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:

SCHEDULE OF ACCOUNT PAYABLE

	June 30, 2024		December 31, 2023
	September 30, 2024		December 31, 2023
Accounts payable	$	11,~~426~~946	$	13,527
Total accounts payable	$	11,~~426~~946	$	13,527

As of ~~June~~September 30, 2024 and December 31, 2023, our accounts payable of $ 11,~~426~~946 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:

	June 30, 2024		December 31, 2023
	September 30, 2024		December 31, 2023
Accrued expenses	$	6,374	$	39,374
Other payables		51236,~~725~~103		78,108
Deposits received from customers		~~107~~50,~~788~~370		55,236
Total	$	~~165~~292,~~887~~847	$	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-910

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:

SCHEDULE OF DUE FROM RELATED PARTY

	June 30, 2024		December 31, 2023
	September 30, 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 ~~June~~September 30, 2024, and December 31, 2023, the amount of $~~138~~ nil and $141 due from the related party I, respectively. It was rent ~~deposit~~ deposit to the related party with the lease period ended ~~August~~October 1, 2024.

Amount due to the related parties consisted of the following:

SCHEDULE OF DUE TO RELATED PARTIES

	June 30, 2024		December 31, 2023
	September 30, 2024		December 31, 2023
	(Reclassified)	~~(Reclassified)~~	(Reclassified)	~~(Reclassified)~~
Related party A	$	3431,~~384~~641	$	27,577
Related party B		~~346~~358,~~609~~918		354,921
Related party C		22,~~180~~968		22,712
Related party D		~~508~~526,~~785~~496		520,747
Related party E		34,~~385~~494		123,496
Related party G		~~249~~258,~~377~~233		255,358
Related party J		1,586,684		1,265,159
Related party I		1,140		-
Related party K		37,152		38,044
Related party J		1,643,887		1,265,159
Related party K		38,472		38,044
Related party L		20,893		20,893
Related party M		~~328~~340,~~951~~633		336,840
Related party N		~~138~~148,~~072~~566		130,326
Related party O		~~112~~116,~~833~~840		115,540
Related party P		-		31,450
Total amount due to the related parties	$	3,~~389~~513,~~305~~181	$	3,243,063

Related Party A, Mr. Xiaohao Tan, the director of the Company. As of ~~June~~September 30, 2024, and December 31, 2023, advanced $ 3431,~~384~~641 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 ~~June~~September 30, 2024, and December 31, 2023, ~~related~~ related party B advanced $ ~~346~~358,~~609~~918 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 ~~June~~September 30, 2024, and December 31, 2023, related party C advanced $ 22,~~180~~ 968 and $22,712 to the Company as working capital and to pay administrative expenses, which is unsecured, interest-free with no fixed ~~payment~~ 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 ~~June~~September 30, 2024, and December 31, 2023, related party D advanced $~~508~~526,~~785~~496 and $520,747 to the Company as working capital, ~~which~~ which is unsecured, interest-free with no fixed payment term, for working capital purpose.

~~Related party E is Changsha Kexibeier E~~F-commerce Limited, its Legal Company Representative is Ms. Weihong Wan. As of June 30, 2024, and December 31, 2023, related party E advanced $3,385 and $123,496 to the Company as working capital, which is unsecured, interest-free with no fixed payment term, for working capital purpose.11

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 June 30, 2024, and December 31, 2023, related party G advanced $ 249,377 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 June 30, 2024, and December 31, 2023, related party J advanced $ 1,586,684 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 KE is ~~Ruiyin~~Changsha ~~(Shenzhen)~~Kexibeier ~~Financial~~E-commerce ~~Leasing~~ Limited., ~~Ms.~~its ~~Weihong Wan is the~~ Legal Company Representative ofis ~~related~~Ms. ~~party~~Weihong KWan. As of ~~June~~ September 30, 2024, and December 31, 2023, related party KE advanced $374,~~152~~493 and $38123,~~044~~496 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 LG is ~~Ezagoo~~Kuaile ~~B&R~~Motors ~~(HongKong)~~Camping ~~Industry~~Site Investment Development ~~Group~~ Limited. Mr. Xiaohao Tan and his wife, ~~which~~Ms isQianwen ~~100%~~Zhang owned ~~by Mr~~86.95% ~~Xiaohao~~and 8% ~~Tan~~of its equity, respectively. As of ~~June~~September 30, 2024, and December 31, 2023, related party LG advanced $ 20258,~~893~~233 and $20255,~~893~~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 MJ is ~~Hunan~~Beijing Ezagoo ~~Film~~Industrial ~~Co.,~~Development ~~Limited,~~Group ~~which~~Holding ~~85%~~Limited. ofIts ~~its~~two main equity isowners ~~owned~~are byrelated party N and Mr. Xiaohao Tan with equity of 71.85% and 21.42%, respectively. As of ~~June~~September 30, 2024, and December 31, 2023, ~~the~~related ~~Company~~party ~~has~~J advanced $~~328,951~~ 1,643,887 and $~~336~~1,~~840~~265,159 ~~previous~~to ~~years’~~the ~~advertising~~Company ~~production~~as ~~cost~~working ~~payable~~capital and to ~~related~~pay ~~party~~administrative Mexpenses, which is unsecured, interest-free with no fixed payment term, for working capital purpose.

Related party NK is ~~Hunan~~Ruiyin ~~Wancheng~~(Shenzhen) ~~Xingyi~~Financial ~~Industrial~~Leasing ~~Development~~Limited. CoMs., ~~Limited,~~Weihong ~~which~~Wan is ~~100% owned~~the byLegal ~~Mr.~~Company ~~Xiaohao~~Representative ~~Tan~~of related party K. As of September ~~June~~ 30, 2024, and December 31, 2023, related party NK advanced $~~138~~38,~~072~~ 472 and $~~130~~38,~~326~~ 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 OL is ~~Changsha~~Ezagoo ~~Little~~B&R ~~Penguin~~(HongKong) ~~Culture~~Industry ~~Communication~~Development ~~Co.,~~Group Limited, which ~~95%~~is ~~and 5~~100% ~~of its equity is~~ owned by ~~related party J and~~ Mr. Xiaohao Tan~~, respectively~~. As of ~~June~~September 30, 2024, and December 31, 2023, related party NL advanced $~~112~~20,~~833~~893 and $~~115~~20,~~540~~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 PM is Hunan ~~Yuancheng~~Ezagoo ~~Shengwang~~Film ~~Marketing~~ Co., Limited, which 8285% of its equity is owned by Mr. ~~Hui~~Xiaohao ~~Du, the sole owner of related party B, but it’s still significant influence by the Company as of the date of this Report~~Tan. As of ~~June~~September 30, 2024, and December 31, 2023, ~~related~~the ~~party~~Company Phas ~~advanced~~ $0340,632 and $31336,~~450~~840 toprevious ~~the~~years’ ~~Company~~advertising asproduction ~~working~~cost ~~capital~~payable ~~and~~ to ~~pay~~related ~~administrative~~party ~~expenses~~M, which is unsecured, interest-free with no fixed payment term~~, for working capital purpose~~.

Related party N is Hunan Wancheng Xingyi Industrial Development Co., Limited, which is 100% owned by Mr. Xiaohao Tan. As of September 30, 2024, and December 31, 2023, related party N advanced $148,566 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 September 30, 2024, and December 31, 2023, related party N advanced $116,840 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 September 30, 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
	Six months ended June 30,
	Nine months ended September 30,
	2024			2023
Imputed interest expenses to director	$	-745		$	~~552~~756
Imputed interest expenses to related parties	$	-99,219		$	5686,~~349~~470
Imputed interest income from related parties	$	-(91	)		(~~141~~139	)
Total imputed interest expenses, net	$	-99,873		$	5687,~~760~~087
Office rental fees		135,~~386~~872		$	1320,~~935~~593

NOTE 9 - LEASE

As of ~~June~~September 30, 2024, the Company has three separates lease agreements for the three office spaces in PRC with remaining lease terms of from 1 months to 6 months

The details lease terms are shown as followings:

SCHEDULE OF DETAILS OF LEASE TERM

Lease agreement	Expiry Date	Original Lease Term	The Remaining Lease Term
1st Changsha office rent, related party	Dec 31, 2024	2 years	~~0.5 year~~	0.25 year
2nd Beijing office rent, related party	Dec 31, 2024	1 year	~~0.5 year~~	0.25 year
3rd Changsha office rent, related party	Aug 1, 2024	1 year	~~0.16year~~	0 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-1112

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
	Six months ended June 30,
	Nine months ended September 30,
	2024			2023
Leases Cost (included in general and administration in the Company’s unaudited condensed statement of operations)
Amortization of right-of-use assets	$	1220,~~911~~143		$	86128,~~873~~483
Interest of operating lease liabilities		~~365~~478			~~849~~1,155
Total lease cost	$	1320,~~276~~621		$	87129,~~722~~638
Other Information
Cash paid for the amounts included in the measurement of lease liabilities	$	-16,366		$	90133,~~275~~221
Weighted average remaining lease term (in years)		0.75			0.~~42-~~17
Average discount rate – operating leases		4.35	%		4.35	%

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

	June 30, 2024		December 31, 2023
	September 30, 2024		December 31, 2023
	(Unaudited)	~~(Unaudited)~~	(Audited)	~~(Audited)~~
Leases
Right-of-use assets,	$	105,~~663~~551	$	21,603
Total Right-of-use assets	$	105,~~663~~551	$	21,603
Lease liabilities - current portion	$	115,~~489~~591	$	21,603
Total lease liabilities	$	115,~~489~~591	$	21,603

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

Period ending June 30,
Period ending September 30,
2024	$	115,~~624~~631
2025		-
Total lease payments		5,631
Total lease payments		11,624
Less: Imputed interest/present value discount		40
Less: Imputed interest/present value discount		(135	)
Present value of lease liabilities	$	5,591
Present value of lease liabilities	$	11,489

Lease expenses were $1320,~~126~~621 and $87129,~~722~~638 for the ~~six~~nine months ended ~~June~~September 30, 2024 and ~~June~~September 30, 2023, respectively.

~~The total~~Lease ~~future minimum lease payments under the non-cancellable operating lease with respect to the office as of June 30, 2024 are payable as follows:~~commitments

~~SCHEDULE~~The OFfollowing ~~FUTURE~~table ~~MINIMUM~~sets ~~LEASE~~forth ~~PAYMENTS~~our ~~UNDER~~contractual ~~THE~~obligations ~~NON-CANCELLABLE~~as ~~OPERATING~~of ~~LEASE~~ September 30, 2024:

	Lease Commitment
Within 1 year		12,587
Total		12,587

SCHEDULE OF CONTRACTUAL OBLIGATIONS

	Year ended September 30,
	Total		2024
	USD		USD
Operating lease commitments for Lease expense under lease agreements	$	855		855

NOTE 10 – COMMON STOCK

As of ~~June~~September 30, 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 ~~June~~September 30, 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 ~~August~~November ~~15,~~20 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-1213

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 ~~June~~September 30, 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~~ 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 ~~six~~nine months ended ~~June~~September 30, 2024 compared with the ~~six~~nine months ended ~~June~~September 30, 2023

Revenue

For the three and ~~six~~nine months ended ~~June~~September 30, 2023 compared with the three and ~~six~~nine months ended ~~June~~September 30, 2022

Revenue

Three months ended June 30,

Six months ended June 30,

Three months ended September 30,

Nine months ended September 30,

2024

2023

2024

2023

(Unaudited)

REVENUES

Trading income of e-commerce business

1941,~~854~~477

3723,~~543~~741

4587,~~693~~133

6590,~~674~~127

Commission income of e-commerce business

~~872~~-

14,~~336~~365

Service income of travel planning

~~(20~~-

)

4,~~193~~201

4847,~~105~~393

TOTAL REVENUES

2041,~~706~~477

3723,~~543~~741

64105,~~222~~699

~~113~~137,~~779~~520

For the ~~six~~nine months ended ~~June~~September 30, 2024, the Company generated revenue of $64105,~~222~~699, as compared to revenue of $~~113~~137,~~779~~520 for the ~~six~~ nine months ended ~~June~~September 30, 2023, reflecting a decrease of 4931,~~557~~821. 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 short video produce costs, costs of goods sold and sales commission, salaries and related costs.

	●	Costs of goods sold and sales commission expenses of $2442,~~089~~854 for the three months ended ~~June~~September 30, 2024 which for the e-commerce trading of health and beauty products in ZCZX WeChat application. Costs of goods sold and sales commission expenses of $51104,~~333~~404 for the ~~six~~nine months ended ~~June~~September 30, 2024 which for the e-commerce trading of health and beauty products in ZCZX WeChat application. Bus rental fee and related costs of $$35,267 for the three months ended June 30, 2023, which for surcharges expenses. Bus rental fee and related costs of $$60,895 for the six months ended June 30, 2023, which for surcharges expenses.
	●	Salaries and related costs of $06,781 and$4037,~~025~~567 for the three months ended ~~June~~September 30, 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 and LSM WeChat applications. Salaries and related costs of $819,~~437~~890 and $~~$79~~117,~~514~~081 for the ~~six~~nine months ended ~~June~~September 30, 2024 and 2023, respectively, which are the compensation expenses for technical employees responsible for R&D, and depreciation of computer related to our existing Xindian platform, software’s and online database expenses related to ZCZX and LSM WeChat applications.

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 components of our sales and marketing expenses of $ 3528,~~426and~~172and $2324,~~036~~717 for the three months ended ~~June~~September 30, 2024 and 2023, respectively, and of $ 6997,~~826~~998 and $ 4367,~~016~~733 for the ~~six~~nine months ended ~~June~~September 30, 2024 and 2023, respectively,are:
	a.	Compensation expenses for employees engaged in sales and marketing, sales support, and certain customer service functions;
	b.	Spending related to our advertising and promotional activities in support of our services and Xindian platform.
●	The main components of our general and administrative expenses of $~~118~~115,~~197~~676 and $ ~~201~~140,~~276~~513 for the three months ended ~~June~~September 30, 2024 and 2023, respectively, and of $~~220~~335,~~023~~699 and $ ~~416~~557,~~729~~242 for the ~~six~~nine months ended ~~June~~September 30, ~~2023~~2024 and ~~2022~~2023, respectively, are:
	a.	Compensation expenses for employees in finance, human resources, and other administrative support functions;
	b.	Professional services fees, including audit, consulting.
	c.	Office expenses, including rent and rate, insurance.

Net Income (Loss)

The net loss was $ ~~157~~145,~~140~~127 for the three months ended ~~June~~September 30, 2024, as compared to net loss of $ ~~289~~234,~~074~~804 for the three months ended ~~June~~ June 30, 2023. The increase of net loss mainly derived from the decrease in the trading income.

The net loss was $ ~~251~~396,~~805~~932 for the ~~six~~nine months ended ~~June~~September 30, 2024, as compared to net loss of $~~540~~775,~~826~~630for ~~for~~ the ~~six~~nine months ended ~~June~~ September 30, 2023. The increase of net loss mainly derived from the decrease in the trading income.

Liquidity and Capital Resources

As of ~~June~~September 30, 2024, we had working capital deficit of $ 3,~~314~~580,~~677as~~322 as compared to working capital deficit of $23,~~726~~131,~~545~~789 as of September ~~June~~ 30, 2023. The increase in working capital deficit was mainly reflected in the funds advanced from related parties for operating use. The Company’s net loss of $~~251~~396,~~805and~~932and $~~540~~775,~~826~~630 for the ~~six~~nine months ended ~~June~~September 30, 2024 and 2023, respectively.

Cash Flow from Operating Activities

For the ~~six~~nine months ended ~~June~~September 30, 2024, net cash used in operating activities was $~~274~~287,~~670~~857, compared to net cash used in operating ~~activities~~ activities of $~~592~~847,~~854~~861 for the ~~six~~nine months ended ~~June~~September 30, 2023, reflecting a decrease of $~~318~~ 560,~~184~~004. Such decreasing was mainly reflected in significant less accounts payable, other payables and customers advances during the periods ended ~~June~~September 30, 2024.

Cash Flow from Investing Activities

For the six months ended June 30, 2024 and 2023, net cash used in investing activities was $0 and $0, respectively.

Cash Flow from Financing Activities

For the ~~six~~nine months ended ~~June~~September 30, 2024, net cash provided by financing activities was $~~237~~228,~~148~~488, as compared to net cash provided by ~~financial~~ financial activities of $~~458~~666,~~304~~877 for the ~~six~~nine months ended ~~June~~September 30, 2023, reflecting a decrease of $ ~~221~~438,~~156~~ 389. Such decrease was mainly reflected in the less funds advances from the related parties for operating use during the periods ended ~~June~~September 30, 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 agreement in place with respect to office premises in Beijing and Changsha China to commence our business operations.

Off-balance Sheet Arrangements

As of ~~June~~September 30, 2024, we have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or ~~future~~ future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, ~~capital~~ capital expenditures or capital resources that are material to our stockholders.

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.

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 ~~June~~September 30, 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 ~~June~~September 30, 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 ~~June~~September 30, 2024, our disclosure controls and procedures were not effective: (i) inadequate segregation of duties and effective ~~risk~~ 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 ~~June~~September 30, 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.

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: August 15, 2024
Date: November 20, 2024
	By:	/s/ Tan Xiaohao
	Title:	President, Secretary, Treasurer, Director

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