UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended December 31, ~~2023~~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: None

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” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has fled all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes ☐ No ☒

APPLICABLE ONLY TO CORPORATE ISSUERS:

The aggregate market value of the voting stock and non-voting common equity held by non-affiliates of the registrant as of ~~April~~May 515, ~~2024~~2025, was approximately $21.7 million.

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 ~~April~~May 515, ~~2024~~2025
Common Stock, $.0001 par value		119,956,826

Ezagoo Limited

FORM 10-K

For the Fiscal Year Ended December 31, ~~2023~~2024

Index

		Page #
		Page
PART I
Item 1.	Business	4
Item 1A.	Risk Factors	5
Item 1B.	Unresolved Staff Comments	21
Item 1C	Cybersecurity	21
Item 2.	Properties	21
Item 3.	Legal Proceedings	21
Item 4.	Mine Safety Disclosures	21
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	22
Item 6.	Selected Financial Data	23
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	28
Item 8.	Financial Statements and Supplementary Data	28
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosures	28
Item 9A.	Controls and Procedure	28
Item 9B.	Other Information	29
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	30
Item 11.	Executive Compensation	32
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	34
Item 13.	Certain Relationships and Related Transactions, and Director Independence	34
Item 14.	Principal Accounting Fees and Services	35
PART IV
Item 15.	Exhibits, Financial Statement Schedules	36
SIGNATURES		37

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains forward-looking statements. These forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections. We may use words such as “anticipate,” “expect,” “intend,” “plan,” “believe,” “foresee,” “estimate” and variations of these words and similar expressions to identify forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted. These risks and uncertainties include the following:

	●	The availability and adequacy of our cash flow to meet our requirements;

	●	Economic, competitive, demographic, business and other conditions in our local and regional markets;

	●	Changes or developments in laws, regulations or taxes in our industry;

	●	Actions taken or omitted to be taken by third parties including our suppliers and competitors, as well as legislative, regulatory, judicial and other governmental authorities;

	●	Competition in our industry;

	●	The loss of or failure to obtain any license or permit necessary or desirable in the operation of our business;

	●	Changes in our business strategy, capital improvements or development plans;

	●	The availability of additional capital to support capital improvements and development; and

	●	Other risks identified in this report and in our other filings with the Securities and Exchange Commission or the SEC.

This report should be read completely and with the understanding that actual future results may be materially different from what we expect. The forward looking statements included in this report are made as of the date of this report and should be evaluated with consideration of any changes occurring after the date of this Report. We will not update forward-looking statements even though our situation may change in the future and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Use of Defined Terms

Except as otherwise indicated by the context, references in this Report to:

	●	The “Company,” “we,” “us,” or “our,” “Ezagoo” are references to Ezagoo Limited, a Nevada corporation.

	●	“Common Stock” refers to the common stock, par value $.0001, of the Company;

	●	“U.S. dollar,” “$” and “US$” refer to the legal currency of the United States;

	●	“Securities Act” refers to the Securities Act of 1933, as amended; and

	●	“Exchange Act” refers to the Securities Exchange Act of 1934, as amended.

PART I

ITEM 1. BUSINESS

Business Overview

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

Beijing Ezagoo Zhicheng Internet Technology Limited (“BEZL”) is the Company through which we operate, and which generates revenue from providing advertising services on Xindian application platform, that is developed and operates by the Company (“advertisement income”) since January 2022 to April 2023, 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, and 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 (however, the Company only generated the commission income till March 2023 now, as the Customer is updating they’re products line since April 2023 and they ~~plan~~have tobeen launch their new products onin January 2024).

The Xindian platform operates within the Chinese digital advertising network through advertisements displayed on the mobile application named “Xindian” that was launched by the Company on October 2020, it’s relying on strong R&D background to build a technology based on block chain, fusion merchants and user needs in the integration of social short video platform, that provides many functions, such as self-service advertising, sharing and creating short video, making money in space time, selling goods online and shopping, social networking. We focus on medical beauty and anti-aging scale that differentiate us from another short video platform. We’re planned to expand our brand to attract more potential users and customers as we met the bottleneck when we transformed the traditional bus advertising to our Xindian platform since January 1, 2022 (as the Changsha government decided to merger and control all the local bus themselves that effected on December 28, 2021), and we’re aimed to build an innovative service platform for industrial clusters. However, due to the high-level market competitive (Tiktok, RED etc.), the effect of the Covid-19, and the unsatisfactory operating data’s, the Company decided to shut down the operation of Xindian Application effective from April 2023.

Under the repeated impact of the three years COVID-19 epidemic, the global health awareness is increasing, and consumers are paying more and more attention to whether the daily diet is healthy. According to the 2022 National Health Insight report released by Doctor Dingxiang, half of Chinese people say their eating habits have become healthier since the pandemic. With the improvement of Chinese residents’ living standards, health has become the consensus of more and more people.

According to the recent released <China Nutrition and Health Food Industry Blue Book “中国营养健康食品行业蓝皮书” (hereinafter as the “Blue Book”)> on February 6, 2024 by the China Insights Consultancy and the Social Media, Beijing Dama Technology Ltd.: China’s domestic nutrition and health food market is in a stage of vigorous development, the market size is huge, and shows a trend of continuous growth. This growth is mainly due to two major factors: first, under the background of an aging population, consumers’ demand for nutritious and healthy food continues to increase; second, consumers’ health awareness has increased, and people are paying more and more attention to the health and nutrition of diet. The blue book shows that the consumption trend of the nutrition and health food market is gradually developing in the direction of younger people, daily maintenance, and diversified demand segmentation.

Health food is a kind of food, with general food common, its raw materials are mainly from natural animals and plants, through advanced production technology, it contains a wealth of effective ingredients to play the role to the maximum, so as to regulate human function, mainly including high-quality agricultural products, health food, etc. There are three main categories of healthy foods, namely cereals, dried fruits and other healthy foods. Cereals usually refer to unprocessed cereals or foods made from processed whole grains. Cereals usually include whole grain meal replacements, multigrains, breakfast cereals, etc.

At present, China’s health food focuses on immune regulation, anti-aging, anti-fatigue and other fields, and the future development trend is that the product function distribution will gradually be diverged, and the health food industry will become rational. Traditional Chinese medicine health food, health food for the aged, occupational health food, insect health food, Marine health food, the third-generation health food and so on are the future development direction of health food in China.

Marketing Plan

We expect to increase our marketing efforts through our President’s personal networks and industry association channels which have not, at this point in time, been fully identified. Additionally, we intend to bolster our professional reputation and image by showcasing our knowledge and industry expertise via marketing campaigns through various forms of media. We have undefined plans to initially market our services through webinars, the creation of a wide variety of white papers, newsletters, books, and other information offerings. Furthermore, we plan to begin a social media campaign utilizing blogs, twitter, Facebook, LinkedIn, Weibo, WeChat etc. A targeted campaign is intended to be made to focus on start-ups and small to mid-size companies in various industries.

Competition

We compete primarily with several different groups of competitors: Online trading companies that operate E-commerce, such as Tik Tok, RED, TaoBao, JD, Pinduoduo, etc.

The E-commerce trading industry our company operates in is extremely competitive and there are limited barriers to entry, thus new competitors frequently enter the market. We believe that existing and new competitors will continue to improve their services and introduce new services with competitive pricing and performance characteristics. In periods of reduced demand for our services, we can either choose to maintain market share by reducing our prices to attract new customers, or maintain prices, which would likely reduce market share. Sales and overall profitability could be reduced in either case.

Future Plans

In accordance with the marketing strategy of the Company, we have been further upgraded in the development direction of the project, with the two Wechat applications, ZCZX and LSM, and three directions, Xin Beauty, Xin Food, Xin Farm, to build a health industry chain. It is our goal to optimize the efficiency of city services and connect to residents by creating the online healthy e-commerce network in China. We aim to be a promoter and participator of a ‘health beauty’ concept. At present, we solely focus on Changsha city, but in the future, we plan to allocate funds to integrate online platform and new communication technology regionally. And we expect to reach more than 500 million users on our platform and expand to 300 cities throughout Mainland China in the next three to five years.

However, without an appropriate budget and intensive research, plans referring to development, expansion, potential unidentified acquisitions and concrete timescales cannot be determined at present.

Government regulation

We are subject to the laws and regulations of the jurisdictions in which we operate, which may include business licensing requirements, income taxes and payroll taxes. In general, the development and operation of our business is not subject to special regulatory and/or supervisory requirements.

Employees

As of December 31, ~~2023~~2024, we have 28 employees comprised of our President, Xiaohao Tan and Chief Financial Officer, Yibo Li, all of which were on a full-time basis. All of our employees are based in the cities of Beijing and Changsha, where our operations are located.

As required by PRC regulations, we participate in various government statutory employee benefit plans, including social insurance funds, namely a pension contribution plan, a medical insurance plan, an unemployment insurance plan, a work-related injury insurance plan, a maternity insurance plan and a housing provident fund. We are required under PRC law to make contributions to employee benefit plans at specified percentages of the salaries, bonuses and certain allowances of our employees, up to a maximum amount specified by the local government from time to time.

We believe that we maintain a good working relationship with our employees, and we have not experienced any major labor disputes.

Available Information

Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to reports filed pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are filed with the Securities and Exchange Commission (the “SEC”). Such reports and other information filed by the Company with the SEC are available free of charge on our corporate website (http://www.ezagoo.show/ as soon as reasonably practicable after they are electronically filed with or furnished to the SEC. The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov. The foregoing website addresses are provided as inactive textual references only. We periodically provide other information for investors on our corporate website. This includes press releases and other information about financial performance and information on corporate governance. The information contained on the websites referenced in this Form 10-K is not part of this report and is not incorporated by reference into this filing.

ITEM 1A. RISK FACTORS

You should carefully consider the risks described below and elsewhere in this Annual Report, which could materially and adversely affect our business, results of operations or financial condition. Our business faces significant risks and the risks described below may not be the only risks we face. Additional risks not presently known to us or that we currently believe are immaterial may materially affect our business, results of operations, or financial condition. If any of these risks occur, the trading price of our common stock could be decline and you may lose all or part of your investment.

COVID-19 Pandemic

COVID-19 pandemic has had, and may continue to have, an adverse effect on our business and our financial results.

In December 2019, a novel strain of coronavirus was discovered in China, which has and is continuing to spread throughout the world. The outbreak of COVID-19 has resulted in quarantines, travel restrictions, and the temporary closure of stores and business facilities globally. On January 30, 2020, the World Health Organization declared the outbreak of the COVID-19 disease a “Public Health Emergency of International Concern.” On March 11, 2020, the World Health Organization characterized the outbreak as a “pandemic.”

In 2020, COVID-19 had a material impact on our business, financial condition, and results of operations. In 2022, the sporadic outbreaks of COVID-19 had material impact on the industry in China. The government’s “zero-COVID” policy required, from time to time, quarantines, rolling lockdowns, office closures and travel restrictions to control outbreaks in affected local areas. As a result of the COVID control measures, we were unable to implement some of our business and marketing plans, and our operating results were negatively affected by the sporadic COVID outbreaks and strict government response measures. In December 2022, the PRC government ended the implementation of the “zero-COVID” policy and the overall market condition has shown improvement since then. However, COVID-19 could adversely affect our business and results of operations in the future if any COVID resurgence causes significant disruptions to our operations, logistics and service providers. We cannot predict the severity and duration of the impact from such resurgence, if any. If any new outbreak of COVID-19 is not effectively and timely controlled, or if government responses to outbreaks or potential outbreaks are severe or long-lasting, our business operations and financial condition may be materially and adversely affected as a result of the deteriorating market outlook, the slowdown in regional and national economic growth, weakened liquidity and financial condition of our customers or other factors that we cannot foresee. Any of these factors and other factors beyond our control could have an adverse effect on the overall business environment, cause uncertainties in the regions where we conduct business, and could materially and adversely impact our business, financial condition and results of operations.

The COVID-19 outbreak has resulted in, and a significant outbreak of other infectious diseases could result in, a widespread health crisis that could materially and adversely affect the economies and financial markets worldwide, and the operations and financial position of any potential target business with which we consummate a business combination could be materially and adversely affected. The extent to which COVID-19 impacts our search for business combinations will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other matters of global concern continue for an extensive period of time, our ability to consummate a business combination, or the operations of a target business with which we ultimately consummate a business combination, may be materially adversely affected.

In addition, our ability to consummate a business combination may be dependent on the ability to raise equity and debt financing which may be impacted by COVID-19 and other events, including as a result of increased market volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at all.

COVID-19 could negatively affect our internal controls over financial reporting as a portion of our workforce is required to work from home and therefore new processes, procedures, and controls could be required to respond to changes in our business environment. Further, should any key employees become ill from COVID-19 and unable to work, the attention of the management team and resources could be diverted.

The potential effects of COVID-19 could also heighten the risks we face related to each of the risk factors disclosed below. As COVID-19 and its impacts are unprecedented and continuously evolving, the potential impacts to these risk factors remain uncertain. As a result, COVID-19 may also materially adversely affect our operating and financial results in a manner that is not currently known to us or that we do not currently consider may present significant risks to our operations.

Risks Related to our Business

We rely entirely on the operations of Beijing Ezagoo Zhicheng Internet Technology Limited (“BEZL”). Any successes or failures of BEZL will directly impact our financial condition and may cause your investment to be either positively or negatively impacted.

At present, we share the same business plan as, and rely entirely upon, Beijing Ezagoo Zhicheng Internet Technology Limited (“BEZL”). Any successes or failures of BEZL will directly impact our financial condition and may cause your investment to be either positively or negatively impacted. BEZL is considered a variable interest entity through which we operate exclusively at this time and we have been deemed to currently be a direct beneficiary of BEZL. As such, in the event that the business of operations of BEZL were to fail, then our own business would, in turn, fail as well. We would be forced to either drastically alter our business strategy, or we would likely cease operations entirely, which could result in the whole or partial loss of any investments made in the Company.

Competition from both large, established industry participants and new market entrants may negatively affect our current and future results of operations.

We face vigorous competition from companies throughout the world and in China specifically, including large multinational advertising companies. Some established competitors have greater resources and better accessibility than us, therefore they are able to adapt quicker to changes in customer requirements and reach customers easier from all over the globe. If we are unable to continue to compete effectively, it could have an adverse impact on our business, results of operations and financial condition.

If we do not manage our growth effectively, the quality of our solution or our relationships with our customers may suffer, and our operating results may be negatively affected.

We rely heavily on information technology, or IT, systems to manage critical functions such as advertising & e-commerce campaign management and operations, data storage and retrieval, revenue recognition, budgeting, forecasting, financial reporting and other administrative functions. To manage our growth effectively, we must continue to improve and expand our infrastructure, including our IT, financial and administrative systems and controls. We must also continue to manage our employees, operations, finances, research and development and capital investments efficiently. Our productivity and the quality of our solution may be adversely affected if we do not integrate and train our new employees, particularly our sales and account management personnel, quickly and effectively and if we fail to appropriately coordinate across our executive, engineering, finance, human resources, legal, marketing, sales, operations and customer support teams. If we continue our rapid growth, we will incur additional expenses, and our growth may continue to place a strain on our resources, infrastructure and ability to maintain the quality of our solution. If we do not adapt to meet these evolving growth challenges, and if the current and future members of our management team do not effectively scale with our growth, the quality of our solution may suffer and our corporate culture may be harmed. Failure to manage our future growth effectively could cause our business to suffer, which, in turn, could have an adverse impact on our financial condition and results of operations.

We may require additional capital to support growth, and such capital might not be available on terms acceptable to us, if at all. This could hamper our growth and adversely affect our business.

We intend to continue to make investments to support our business growth and may require additional funds, beyond those generated by this offering, to respond to business challenges, including the need to develop new features or enhance our platform, improve our operating infrastructure or acquire complementary businesses and technologies. Accordingly, we may need to engage in public or private equity, equity-linked or debt financings to secure additional funds. If we raise additional funds through future issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our common stock. Any debt financing that we secure in the future could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, including the ability to pay dividends. This may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. We may not be able to obtain additional financing on terms favorable to us, if at all. If we are unable to obtain adequate financing on terms satisfactory to us when we require it, our ability to continue to support our business growth and respond to business challenges could be significantly impaired, and our business could be adversely affected.

We may not be able to compete successfully against current and future competitors because competition in our industry is intense, and our competitors may offer solutions that are perceived by our customers to be more attractive than ours. These factors could result in declining revenue, or inability to grow our business.

Competition for our advertisers’ advertising budgets is intense. We also expect competition to increase as the barriers to enter our market are low. Increased competition may force us to charge less for our solution, or offer pricing models that are less attractive to us and decrease our margins. Our principal competitors include companies that offer demand-side platforms that allow advertisers to purchase inventory directly from advertising exchanges or other third parties and manage their own consumer data, traditional advertising networks and advertising agencies themselves.

We also rely predominately on advertising agencies to purchase our solution on behalf of advertisers, and certain of those agencies or agency holding companies are creating competitive solutions, referred to as agency trading desks. If these agency trading desks are successful in leveraging their relationships with the advertisers we may be unable to compete even if our solution is more effective. Many agencies that we work with are also owned by large agency holding companies. For various reasons related to the agencies’ own priorities or those of their holding companies, they may not recommend our solution, even though it may be more effective, and we may not have the opportunity to demonstrate our value to advertisers.

Many current and potential competitors have competitive advantages relative to us, such as longer operating histories, greater name recognition, larger client bases, greater access to advertising inventory on premium websites and significantly greater financial, technical, sales and marketing resources. Increased competition may result in reduced pricing for our solution, longer sales cycles or a decrease of our market share, any of which could negatively affect our revenue and future operating results and our ability to grow our business.

We have been dependent on short video and digital display advertising. A decrease in the use of display advertising, or our inability to further penetrate display, mobile, social and video advertising channels would harm our business, growth prospects, operating results and financial condition.

Historically, our customers have predominantly used our solution for short video display advertising, and the substantial majority of our revenue is derived from advertisers, that use our solution for short video display advertising. We expect that digital display advertising will continue to be a significant channel used by our customers. Recently, the overall demand for our display advertising growth has been decline. In addition, our failure to achieve market acceptance of our solution for mobile, social and video advertising would harm our growth prospects, financial condition and results of operations.

We have historically relied, and expect to continue to rely, on our existing customers for a significant portion of our revenue. The loss of any of existing customers could significantly harm our business, financial condition and results of operations.

We expect that we will continue to depend upon our existing customers for a significant portion of our revenue for the foreseeable future. As a result, if we fail to successfully attract or retain new or existing customers or if existing customers run fewer advertisement and e-commerce order campaigns with us, defer or cancel their insertion orders, or terminate their relationship with us altogether, whether through the actions of their agency representatives or otherwise, our business, financial condition and results of operations would be harmed.

Our sales and marketing efforts require significant investment, which may not yield returns in the foreseeable future, if at all.

We have invested significant resources in our research and development, sales and marketing teams to educate potential and prospective advertisers about the value of our solution. We often spend substantial time and resources explaining how our solution can optimize advertising campaigns in real time, and responding to requests for proposals from potential advertisers, including developing material specific to the needs of such potential advertisers. Our business depends in part upon advertisers’ confidence that represent those advertisers, that our use of real-time advertising exchanges to purchase inventory is superior to other methods of purchasing digital display advertising. We may not be successful in attracting new advertisers despite our investment in our business development, sales and marketing organizations.

If we do not effectively grow and train our sales team, we may be unable to add new customers or increase sales to our existing customers, and our business would be adversely affected.

We continue to be substantially dependent on our sales team to obtain new customers and to drive sales from our existing customers. We believe that there is significant competition for sales personnel with the skills and technical knowledge that we require. Our ability to achieve significant revenue growth will depend, in large part, on our success in recruiting, training, integrating and retaining sufficient numbers of sales personnel to support our growth. Our current sales team is mainly trained and experienced in selling to advertising and e-commerce. If more of our business shifts to direct relationships with brand advertisers, we may not have an adequately trained sales team to support that shift and to sell products effectively to those advertisers. New hires require significant training and it may take significant time before they achieve full productivity. Our recent hires and planned hires may not become productive as quickly as we expect, and we may be unable to hire or retain sufficient numbers of qualified individuals in the markets where we do business or plan to do business. In addition, as we continue to grow rapidly, a large percentage of our sales team will be new to the Company and our solution. If we are unable to hire and train sufficient numbers of effective sales personnel, or the sales personnel are not successful in obtaining new customers or increasing sales to our existing customer base, our business would be adversely affected.

Risks Related to Doing Business in China

Certain judgments obtained against us by our officers and directors may not be enforceable

We are a Nevada corporation but most of our assets are and will be located outside of the United States. Almost all our operations are conducted in the PRC. In addition, all our officers and directors are the nationals and residents of a country other than the United States. Almost all of their assets are located outside the United States. As a result, it may be difficult for you to effect service of process within the United States upon them. It may also be difficult for you to enforce in U.S. courts judgments on the civil liability provisions of the U.S. federal securities laws against us and our officers and directors, since he or she is not a resident in the United States. In addition, there is uncertainty as to whether the courts of the PRC or other jurisdictions would recognize or enforce judgments of U.S. courts.

Regulations Relating to M&A Rules and certain other PRC regulations establish complex procedures for some acquisitions of Chinese companies by foreign investors, which could make it more difficult for us to pursue growth through acquisitions in China.

On August 8, 2006, six PRC regulatory agencies, including the China Securities Regulatory Commission, or the CSRC, adopted the Regulations on Mergers of Domestic Enterprises by Foreign Investors, or the M&A Rules, which became effective on September 8, 2006 and was amended on June 22, 2009. Foreign investors shall comply with the M&A Rules when they purchase equity interests of a domestic company or subscribe the increased capital of a domestic company, thus changing the nature of the domestic company into a foreign-invested enterprise; or when the foreign investors establish a foreign-invested enterprise in the PRC, purchase the assets of a domestic company and operate the assets; or when the foreign investors purchase the asset of a domestic company, establish a foreign-invested enterprise by injecting such assets and operate the assets. The M&A Rules purport, among other things, to require offshore special purpose vehicles formed for overseas listing purposes through acquisitions of PRC domestic companies and controlled by PRC companies or individuals, to obtain the approval of the CSRC prior to publicly listing their securities on an overseas stock exchange.

The M&A Rules discussed in the risk factor and related regulations and rules concerning mergers and acquisitions established additional procedures and requirements that could make merger and acquisition activities by foreign investors more time-consuming and complex. For example, the M&A Rules require that MOFCOM be notified in advance of any change-of-control transaction in which a foreign investor takes control of a PRC domestic enterprise, if (i) any important industry is concerned, (ii) such transaction involves factors that have or may have impact on the national economic security, or (iii) such transaction will lead to a change in control of a domestic enterprise which holds a famous trademark or PRC time-honored brand, (iv) or in circumstances where overseas companies established or controlled by PRC enterprises or residents acquire affiliated domestic companies. Mergers, acquisitions or contractual arrangements that allow one market player to take control of or to exert decisive impact on another market player must also be notified in advance to the MOFCOM when the threshold under the Provisions on Thresholds for Prior Notification of Concentrations of Undertakings issued by the State Council in August 2008 is triggered.

In addition, the security review rules issued by the MOFCOM that became effective in September 2011 specify that mergers and acquisitions by foreign investors that raise “national defense and security” concerns and mergers and acquisitions through which foreign investors may acquire de facto control over domestic enterprises that raise “national security” concerns are subject to strict review by the MOFCOM, and the rules prohibit any activities attempting to bypass a security review, including by structuring the transaction through a proxy or contractual control arrangement. Furthermore, according to the security review, foreign investments that would result in acquiring the actual control of assets in certain key sectors, such as critical agricultural products, energy and resources, equipment manufacturing, infrastructure, transport, cultural products and services, information technology, Internet products and services, financial services and technology sectors, are required to obtain approval from designated governmental authorities in advance.

In the future, we may grow our business by acquiring complementary businesses. Complying with the requirements of the above-mentioned regulations and other relevant rules to complete such transactions, if required, could be time-consuming, and any required approval processes, including obtaining approval from the MOFCOM or its local counterparts may delay or inhibit our ability to complete such transactions. It is unclear whether our business would be deemed to be in an industry that raises “national defense and security” or “national security” concerns. However, the MOFCOM or other government agencies may publish explanations in the future determining that our business is in an industry subject to the security review, in which case our future acquisitions in the PRC, including those by way of entering into contractual control arrangements with target entities, may be closely scrutinized or prohibited. Our ability to expand our business or maintain or expand our market share through future acquisitions would as such be materially and adversely affected. Furthermore, according to the M&A Rules, if a PRC entity or individual plans to merge or acquire its related PRC entity through an overseas company legitimately incorporated or controlled by such entity or individual, such a merger and acquisition will be subject to examination and approval by the MOFCOM. There is a possibility that the PRC regulators may promulgate new rules or explanations requiring that we obtain the approval of the MOFCOM or other PRC governmental authorities for our completed or ongoing mergers and acquisitions. There is no assurance that, if we plan to make an acquisition, we can obtain such approval from the MOFCOM or any other relevant PRC governmental authorities for our mergers and acquisitions, and if we fail to obtain those approvals, we may be required to suspend our acquisition and be subject to penalties. Any uncertainties regarding such approval requirements could have a material adverse effect on our business, results of operations and corporate structure.

China’s political climate and economic conditions, as well as changes in government policies, laws and regulations which may be quick with little advance notice, could have a material adverse effect on our business, financial condition and results of operations.

Our business, financial condition, results of operations and prospects are subject, to a significant extent, to economic, political and legal developments in China. For example, as a result of recent proposed changes in the cybersecurity regulations in China that would require certain Chinese technology firms to undergo a cybersecurity review before being allowed to list on foreign exchanges, this may have the effect of further narrowing the list of potential businesses in China’s consumer, technology and mobility sectors that we intend to focus on for our business combination or the ability of the combined entity to list in the United States.

China’s economy differs from the economies of most developed countries in many respects, including the amount of government involvement, level of development, growth rate, control of foreign exchange and allocation of resources. While the PRC economy has experienced significant growth in the past two to three decades, growth has been uneven, both geographically and among various sectors of the economy. Demand for target services and products depends, in large part, on economic conditions in China. Any slowdown in China’s economic growth may cause our potential customers to delay or cancel their plans to purchase our services and products, which in turn could reduce our net revenues.

Although China’s economy has been transitioning from a planned economy to a more market-oriented economy since the late 1970s, the PRC government continues to play a significant role in regulating industry development by imposing industrial policies. The PRC government also exercises significant control over China’s economic growth through allocating resources, controlling the incurrence and payment of foreign currency-denominated obligations, setting monetary policy and providing preferential treatment to particular industries or companies. Changes in any of these policies, laws and regulations may be quick with little advance notice and could adversely affect the economy in China and could have a material adverse effect on our business and the value of our common stock.

The PRC government has implemented various measures to encourage foreign investment and sustainable economic growth and to guide the allocation of financial and other resources. However, we cannot assure you that the PRC government will not repeal or alter these measures or introduce new measures that will have a negative effect on us, or more specifically, we cannot assure you that the PRC government will not initiate possible governmental actions or scrutiny to us, which could substantially affect our operation and the value of our common stock may depreciate quickly. China’s social and political conditions may change and become unstable. Any sudden changes to China’s political system or the occurrence of widespread social unrest could have a material adverse effect on our business and results of operations.

Uncertainties with respect to the PRC legal system could adversely affect us, including risks and uncertainties regarding the enforcement of laws and that rules and regulations in China can change quickly with little advance notice.

We conduct substantially all of our business through our subsidiaries in China. Our operations in China are governed by PRC laws and regulations. Our PRC subsidiaries are generally subject to laws and regulations applicable to foreign investments in China and, in particular, laws and regulations applicable to wholly foreign-owned enterprises. The PRC legal system is based on statutes. Prior court decisions may be cited for reference but have limited precedential value.

Since 1979, PRC legislation and regulations have significantly enhanced the protections afforded to various forms of foreign investments in China. However, China has not developed a fully integrated legal system and recently enacted laws and regulations may not sufficiently cover all aspects of economic activities in China. In particular, the interpretation and enforcement of these laws and regulations involve uncertainties. Since PRC administrative and court authorities have significant discretion in interpreting and implementing statutory provisions and contractual terms, it may be difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection we enjoy. These uncertainties may affect our judgment on the relevance of legal requirements and our ability to enforce our contractual rights or tort claims. In addition, these regulatory uncertainties may be exploited through unmerited or frivolous legal actions or threats in attempts to extract payments or benefits from us.

In addition, the PRC legal system is based in part on government policies and internal rules (some of which are not published on a timely basis or at all) that may change quickly with little advance notice or have a retroactive effect. As a result, we may not be aware of our violation of these policies and rules until sometime after the violation. On July 6, 2021, the General Office of the Communist Party of China Central Committee and the General Office of the State Council jointly issued a document to enhance its enforcement against illegal activities in the securities markets and promote the high-quality development of capital markets, which, among other things, requires the relevant governmental authorities to strengthen cross-border oversight of law-enforcement and judicial cooperation, to enhance supervision over Chinese companies listed overseas, and to establish and improve the system of extraterritorial application of the Chinese securities laws. Since this document is relatively new, uncertainties exist in relation to how soon legislative or administrative regulation-making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any, and the potential impact such modified or new laws and regulations will have on companies like us. It is especially difficult for us to accurately predict the potential impact on us of new legal requirements in mainland China because the Chinese legal system is a civil law system based on written statutes. Unlike the common law system, prior court decisions under the civil law system may be cited for reference but have limited precedential value.

Such uncertainties, including any inability to enforce our contracts, together with any development or interpretation of PRC law that is adverse to us, could materially and adversely affect our business and operations. Furthermore, intellectual property rights and confidentiality protections in China may not be as effective as in the United States or other more developed countries. We cannot predict the effect of future developments in the PRC legal system, including the promulgation of new laws, changes to existing laws or the interpretation or enforcement thereof, or the preemption of local regulations by national laws. These uncertainties could limit the legal protections available to us and our investors.

The Chinese government may intervene or influence the operation of our PRC subsidiaries and exercise significant oversight and discretion over the conduct of their business and may intervene in or influence their operations at any time, or may exert more control over securities offerings conducted overseas and/or foreign investment in China-based issuers, which could result in a material change in operations of our PRC subsidiaries and/or the value of our common stock.

The Chinese government has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through regulation and state ownership. Our ability to operate in China may be harmed by changes in its laws and regulations, including those relating to securities regulation, data protection, cybersecurity and mergers and acquisitions and other matters. The central or local governments of these jurisdictions may impose new, stricter regulations or interpretations of existing regulations that would require additional expenditures and efforts on our part to ensure our compliance with such regulations or interpretations.

Government actions in the future could significantly affect economic conditions in China or particular regions thereof, and could require us to materially change our operating activities or divest ourselves of any interests we hold in Chinese assets. Our business may be subject to various government and regulatory interference in the areas in which we operate. We may incur increased costs necessary to comply with existing and newly adopted laws and regulations or penalties for any failure to comply. Our operations could be adversely affected, directly or indirectly, by existing or future laws and regulations relating to our business or industry.

Given recent statements by the Chinese government indicating an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers, any such action could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or become worthless.

Recently, the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued the Opinions on Severely Cracking Down on Illegal Securities Activities According to Law, or the Opinions, which was made available to the public on July 6, 2021. The Opinions emphasized the need to strengthen the administration over illegal securities activities, and the need to strengthen the supervision over overseas listings by Chinese companies. Effective measures, such as promoting the construction of relevant regulatory systems, will be taken to deal with the risks and incidents of China-based overseas listed companies. As of the date of this report, we have not received any inquiry, notice, warning, or sanctions from PRC government authorities in connection with the Opinions.

On June 10, 2021, the Standing Committee of the National People’s Congress of China, or the SCNPC, promulgated the Data Security Law, which took effect in September 2021. The PRC Data Security Law imposes data security and privacy obligations on entities and individuals carrying out data activities, and introduces a data classification and hierarchical protection system based on the importance of data in economic and social development, and the degree of harm it will cause to national security, public interests, or legitimate rights and interests of individuals or organizations when such data is tampered with, destroyed, leaked, illegally acquired or used. The PRC Data Security Law also provides for a national security review procedure for data activities that may affect national security and imposes export restrictions on certain data an information. The law provides for privacy obligations of entities and individuals carrying out data activities, prohibits entities and individuals in China from providing any foreign judicial or law enforcement authority with any data stored in China without approval from the competent PRC authority, and sets forth the legal liabilities of entities and individuals found to be in violation of their data protection obligations, including rectification order, warning, fines of up to RMB10 million, suspension of relevant business, and revocation of business permits or licenses.

In early July 2021, regulatory authorities in China launched cybersecurity investigations with regard to several China-based companies that are listed in the United States. The Chinese cybersecurity regulator announced on July 2 that it had begun an investigation of Didi Global Inc. (NYSE: DIDI) and two days later ordered that the company’s app be removed from smartphone app stores. On July 5, 2021, the Chinese cybersecurity regulator launched the same investigation on two other Internet platforms, China’s Full Truck Alliance of Full Truck Alliance Co. Ltd. (NYSE: YMM) and Boss of KANZHUN LIMITED (Nasdaq: BZ). On July 24, 2021, the General Office of the Communist Party of China Central Committee and the General Office of the State Council jointly released the Guidelines for Further Easing the Burden of Excessive Homework and Off-campus Tutoring for Students at the Stage of Compulsory Education, pursuant to which foreign investment in such firms via mergers and acquisitions, franchise development, and variable interest entities are banned from that sector.

On July 10, 2021, the CAC released the Cybersecurity Review Measures (Revised Draft for Solicitation of Comments), or the Revised Cybersecurity Measures, pursuant to which operator holding more than one million users/users’ (which is to be further specified) individual information shall be subject to cybersecurity review before listing abroad. The cybersecurity review will evaluate, among others, the risk of critical information infrastructure, core data, important data, or a large amount of personal information being influenced, controlled or maliciously used by foreign governments after going public overseas. The procurement of network products and services, data processing activities and overseas listing should also be subject to cybersecurity review if they concern or potentially pose risks to national security. According to the effective Cybersecurity Review Measures, online platform/website operators of certain industries may be identified as critical information infrastructure operators by the CAC, once they meet standard as stated in the National Cybersecurity Inspection Operation Guide, and such operators may be subject to cybersecurity review. The scope of business operations and financing activities that are subject to the Revised Cybersecurity Measures and the implementation thereof is not yet clear. As of the date of this report, we have not been informed by any PRC governmental authority of any requirement that we file for approval in connection with an offering of our common stock.

On August 17, 2021, the State Council promulgated the Regulations on the Protection of the Security of Critical Information Infrastructure, or the Regulations, which took effect on September 1, 2021. The Regulations supplement and specify the provisions on the security of critical information infrastructure as stated in the Cybersecurity Review Measures. The Regulations provide, among others, that protection department of certain industry or sector shall notify the operator of the critical information infrastructure in time after the identification of certain critical information infrastructure.

On August 20, 2021, the SCNPC adopted the Personal Information Security Law, which took effect on November 1, 2021. The Personal Information Protection Law includes the basic rules for personal information processing, the rules for cross-border provision of personal information, the rights of individuals in personal information processing activities, the obligations of personal information processors, and the legal responsibilities for illegal collection, processing, and use of personal information. As the first systematic and comprehensive law specifically for the protection of personal information in the PRC, the Personal Information Protection Law provides, among others, that (i) an individual’s consent shall be obtained to use sensitive personal information, such as biometric characteristics and individual location tracking, (ii) personal information operators using sensitive personal information shall notify individuals of the necessity of such use and impact on the individual’s rights, and (iii) where personal information operators reject an individual’s request to exercise his or her rights, the individual may file a lawsuit with a People’s Court.

On December 28, 2021, the CAC, NDRC, and other regulatory agencies jointly issued the final version of the Revised Cybersecurity Review Measures, or the Measures, which took effect and replace the previously issued Revised Measures for Cybersecurity Review on February 15, 2022. Under the Revised Review Measures, an “online platform operator” in possession of personal data of more than one million users must apply for a cybersecurity review if it intends to list its securities on a foreign stock exchange. The operators of critical information infrastructure purchasing network products and services, and the online platform operators (together with the operators of critical information infrastructure, the “Operators”) carrying out data processing activities that affect or may affect national security, shall conduct a cybersecurity review, and any online platform operator who controls more than one million users’ personal information must go through a cybersecurity review by the cybersecurity review office if it seeks to be listed in a foreign country.

With regard to the current effective data security management regulations, we don’t believe that we are required to conduct data security review for listing overseas. However, according to the Regulations on Network Data Security Management (Draft for Comment), as an overseas listed company, we will be required to conduct an annual data security review and to comply with the relevant reporting obligations. We have been closely monitoring the development in the regulatory landscape in China, particularly regarding the requirement of approvals, including on a retrospective basis, from the CSRC, the CAC or other PRC authorities with respect to this offering, as well as regarding any annual data security review or other procedures that may be imposed on us. If any approval, review or other procedure is in fact required, we cannot assure you that we will be able to obtain such approval or complete such review or other procedure timely or at all. For any approval that we may be able to obtain, it could nevertheless be revoked and the terms of its issuance may impose restrictions on our operations and offerings relating to our securities. The regulatory requirements with respect to cybersecurity and data privacy are constantly evolving and can be subject to varying interpretations, and significant changes, resulting in uncertainties about the scope of our responsibilities in that regard. Failure to comply with the cybersecurity and data privacy requirements in a timely manner, or at all, may subject us to government enforcement actions and investigations, fines, penalties, suspension or disruption of our operations, among other things.

Given that the above referenced laws, regulations and policies were recently promulgated or publicly released, their interpretation, application and enforcement are subject to substantial uncertainties.

Recent regulatory developments in China, including greater oversight and control by the CAC over data security, may subject us to additional regulatory review and any actions by the Chinese government to exert more oversight and control over foreign investment in China-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.

Recent statements by the Chinese government have indicated an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investments in China based issuers. The PRC government recently initiated a series of regulatory actions and statements to regulate business operations in China with little advance notice, among other things, including adopting new measures to extend the scope of cybersecurity reviews, cracking down on illegal activities in the securities market, and expanding the efforts in anti-monopoly enforcement. The PRC government is increasingly focused on data security, recently launching cybersecurity review against a number of mobile apps operated by several U.S.-listed Chinese companies and prohibiting these apps from registering new users during the review period. We are subject to various risks and costs related to the collection, use, sharing, retention, security, and transfer of confidential and private information, such as personal information and other data. Such covered data is wide ranging and relates to our investors, employees, contractors and other third parties. The relevant PRC laws apply not only to third-party transactions, but also to transfers of information between Ezagoo Nevada, offshore subsidiaries, our PRC subsidiaries, and other parties with which we have commercial relations.

The PRC regulatory and enforcement regime with regard to privacy and data security is evolving. The PRC Cybersecurity Law, which was promulgated on November 7, 2016 and became effective on June 1, 2017, provides that personal information and important data collected and generated by operators of critical information infrastructure in the course of their operations in the PRC should be stored in the PRC, and the law imposes heightened regulation and additional security obligations on operators of critical information infrastructure.

On November 14, 2021, the CAC published the Regulations of Internet Data Security Management (Draft for Comments), which further regulate the internet data processing activities and emphasize the supervision and management of network data security, and further stipulate the obligations of internet platform operators, such as to establish a system for disclosure of platform rules, privacy policies and algorithmic strategies related to data. Specifically, the draft regulations require data processors to, among others, (i) adopt immediate remediation measures when finding that network products and services they use or provide have security defects and vulnerabilities, or threaten national security or endanger public interest, and (ii) follow a series of detailed requirements with respect to processing of personal information, management of important data and proposed overseas transfer of data. In addition, the draft regulations require data processors handling important data or the data processors to be listed overseas to complete an annual data security assessment and file a data security assessment report to applicable regulators. Such annual assessment, as required by the draft regulations, would encompass areas including, but not limited to, the status of important data processing, data security risks identified and the measures adopted, the effectiveness of data protection measures, the implementation of national data security laws and regulations, data security incidents that occurred and their handling, and a security assessment with respect to sharing and provision of important data overseas. As of the date of this report, the draft regulations have been released for public comment only and have not been formally adopted. The final provisions and the timeline for its adoption are subject to changes and uncertainties.

We currently operate three online platform, one is primarily engaged in provide advertisements service in our Xindian platform to our customers in China, the other two are engaged in provide e-commerce service in our ZCZX and LSM WeChat application to sell health and beauty products in China, where our customers can register as members first, and then purchase advertisements promotion plan, and health and beauty products. Our online platform collects customer information and data. Since our online platform has only been in operation for about a year, we are in the process of studying the newly issued rules and regulations governing cybersecurity and data protection and the industry best practice, as well as assessing the extent to which our information and data system is not in full compliance with the various requirements under the newly proposed regulations. Based on the preliminary assessment, our management has determined that we are not in full compliance with those new proposed rules. For example, we have not consistently informed users of the purpose, method and scope of personal information and data collections and uses. We also have not fully implemented the measures designed by us to provide additional security to personal information obtained and stored by us through our online platform. As of the date of this report, the proposed rules have not been adopted and thus we are not subject to those requirements in the proposed rules.

We are committed to taking the necessary actions to satisfy the effective personal information protection and internet data security regulatory requirements. We have designed a user information protection mechanism, which includes seven detailed personal information and data security protection measures. We have implemented some of those measures while is in the process of completing the execution of others. We intend to fully comply with the following requirements should the final rules are issued in the same form as proposed: (a) enter into user information collection, storage and use rules and privacy agreements with all users, (b) fully inform users of the purpose, method and scope of personal information and data collection, (c) provide channels for inquiring stored personal information and correcting inaccuracies in information and data, and (d) remediate for violations of personal information and data security protection policies and guidelines, among other things.

On December 28, 2021, the CAC, NDRC, and several other agencies jointly issued the Cybersecurity Review Measures, or the Measures, which took effect on February 15, 2022 and replaced Revised Measures for Cybersecurity Review previously issued in July 2021. Under the Measures, an “online platform operator” in possession of personal data of more than one million users must apply for a cybersecurity review if it intends to list its securities on a foreign stock exchange. The operators of critical information infrastructure purchasing network products and services, and the online platform operators (together with the operators of critical information infrastructure, the “Operators”) carrying out data processing activities that affect or may affect national security, shall conduct a cybersecurity review, and any online platform operator who controls more than one million users’ personal information must go through a cybersecurity review by the cybersecurity review office if it seeks to be listed in a foreign country. Pursuant to the Measures, we don’t believe we will be subject to the cybersecurity review by the CAC, given that (i) we possess personal information of a relatively small number of users (approximately 10,840 users) in our business operations as of the date of this report, significantly less than the one million user threshold set for a data processing operator applying for listing on a foreign exchange that is required to pass such cybersecurity review; and (ii) data processed in our business does not have a bearing on national security and thus shall not be classified as core or important data by the authorities. We don’t believe that we are an Operator within the meaning of the Measures, nor do we control more than one million users’ personal information, and as such, we should not be required to apply for a cybersecurity review under the Measures.

However, in view of the fact that the Measures was released recently and there is a general lack of guidance and substantial uncertainties exist with respect to their interpretation and implementation. For example, there is still no clear definition of “online platform operator”. Whether the data processing activities carried out by traditional enterprises (such as food, medicine, automobile and other production enterprises) are subject to such review and the scope of the review remain to be further clarified by the regulatory authorities in the subsequent implementation process.

Furthermore, the CAC released the draft of the Regulations on Network Data Security Management (Draft for Comment) in November 2021 for public consultation, which among other things, stipulates that a data processor listed overseas must conduct an annual data security review by itself or by engaging a data security service provider and submit the annual data security review report for a given year to the municipal cybersecurity department before January 31 of the following year. If the draft Regulations on Network Data Security Management are enacted in the current form, we, as an overseas listed company, will be required to carry out an annual data security review and comply with the relevant reporting obligations.

With regard to the current effective data security management regulations, we don’t believe that we are required to conduct data security review for listing overseas. However, according to the Regulations on Network Data Security Management (Draft for Comment), as an overseas listed company, we will be required to conduct an annual data security review and to comply with the relevant reporting obligations. We have been closely monitoring the development in the regulatory landscape in China, particularly regarding the requirement of approvals, including on a retrospective basis, from the CSRC, the CAC or other PRC authorities with respect to securities offering, as well as regarding any annual data security review or other procedures that may be imposed on us. If any approval, review or other procedure is in fact required, we cannot assure you that we will be able to obtain such approval or complete such review or other procedure timely or at all. For any approval that we may be able to obtain, it could nevertheless be revoked and the terms of its issuance may impose restrictions on our operations and securities offerings. Any actions by the Chinese government to exert more oversight and control over foreign investment in China-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.

The regulatory requirements with respect to cybersecurity and data privacy are constantly evolving and can be subject to varying interpretations, and significant changes, resulting in uncertainties about the scope of our responsibilities in that regard. Failure to comply with the cybersecurity and data privacy requirements in a timely manner, or at all, may subject us to government enforcement actions and investigations, fines, penalties, suspension or disruption of our operations, among other things.

Compliance with the PRC Cybersecurity Law, the PRC National Security Law, the Data Security Law, the Personal Information Protection Law, the Cybersecurity Review Measures, as well as additional laws and regulations that PRC regulatory bodies may enact in the future, may result in additional expenses to us and subject us to negative publicity, which could harm our reputation among users and negatively affect the trading price of our shares in the future. There are also uncertainties with respect to how the PRC Cybersecurity Law, the PRC National Security Law and the Data Security Law will be implemented and interpreted in practice. PRC regulators, including the Ministry of Public Security, the MIIT, the SAMR and the CAC, have been increasingly focused on regulation in the areas of data security and data protection, including for mobile apps, and are enhancing the protection of privacy and data security by rule-making and enforcement actions at national and local levels. We expect that these areas will receive greater and continued attention and scrutiny from regulators and the public going forward, which could increase our compliance costs and subject us to heightened risks and challenges associated with data security and protection. If we are unable to manage these risks, we could become subject to penalties, including fines, suspension of business, prohibition against new user registration (even for a short period of time) and revocation of required licenses, and our reputation and results of operations could be materially and adversely affected.

If the Chinese government determines that our corporate structure does not comply with Chinese regulations, or if Chinese regulations change or are interpreted differently in the future, Chinese regulatory authorities could disallow our current operating structure, which would likely result in a material change in our operations and/or cause the value of such securities to significantly decline or become worthless.

In July 2021, the Chinese government provided new guidance on Chinese companies raising capital outside of mainland China, including through arrangements called variable interest entities, or VIEs. Currently, our corporate structure contains no variable interest entities and we are not in an industry that is subject to foreign ownership limitations in mainland China. However, there are uncertainties with respect to the Chinese legal system and there may be changes in laws, regulations and policies, including how those laws, regulations and policies will be interpreted or implemented. If in the future the Chinese government determines that our corporate structure does not comply with Chinese regulations, or if Chinese regulations change or are interpreted differently, the value of our securities may decline or become worthless.

The Chinese government may intervene or influence our operations at any time, or may exert more control over offerings conducted overseas and/or foreign investment in China-based issuers, which could result in a material change in our operations and/or cause the value of our securities to significantly decline or be worthless.

The Chinese government has significant oversight and discretion over the conduct of our business and may intervene or influence our operations as the government deems appropriate to further regulatory, political and societal goals. The Chinese government has recently published new policies that significantly affected certain industries such as the education and internet industries, and we cannot rule out the possibility that it will in the future release regulations or policies regarding the food and beverage industry or the supply in Chinese industries that could require us to seek permission from Chinese authorities to continue to operate our business, which may adversely affect our business, financial condition and results of operations. Furthermore, recent statements made by the Chinese government have indicated an intent to increase the government’s oversight and control over offerings of companies with significant operations in mainland China that are to be conducted in foreign markets, as well as foreign investment in China-based issuers like us. Any future action by the Chinese government expanding the categories of industries and companies whose foreign securities offerings are subject to government review could significantly limit or completely hinder our ability to offer or continue to offer securities to investors or could disallow our current operating structure, which would likely result in a material change in our operations and/or a material change in the value of our securities, including causing the value of such securities to significantly decline or become worthless.

On July 6, 2021, the General Office of the Communist Party of China Central Committee and the General Office of the State Council jointly issued a document to crack down on illegal activities in the securities market and promote the high-quality development of the capital market, which, among other things, requires the relevant governmental authorities to strengthen cross-border oversight of law enforcement and judicial cooperation, to enhance supervision over China-based companies listed overseas, and to establish and improve the system of extraterritorial application of the PRC securities laws. Since this document is still relatively new, uncertainties still exist in relation to how soon legislative or administrative regulation making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any, and the potential impact such modified or new laws and regulations will have on our future business combination with a company with major operation in China.

Further, Chinese government continues to exert more oversight and control over Chinese technology firms. On July 2, 2021, Chinese cybersecurity regulator announced, that it had begun an investigation of Didi Global Inc. (NYSE: DIDI) and two days later ordered that the company’s application be removed from smartphone application stores. On July 5, 2021, the Chinese cybersecurity regulator launched the same investigation on two other Internet platforms, China’s Full Truck Alliance of Full Truck Alliance Co. Ltd. (NYSE: YMM) and Boss of KANZHUN LIMITED (Nasdaq: BZ).

On December 24, 2021, the CSRC issued the Administrative Provisions of the State Council Regarding the Overseas Issuance and Listing of Securities by Domestic Enterprises (the “Draft Administrative Provisions”) and the Measures for the Overseas Issuance of Securities and Listing Record-Filings by Domestic Enterprises (Draft for Comments) (the “Draft Filing Measures”), collectively, the Draft Overseas Listing Rules, which are currently published for public comments only. According to the Draft Overseas Listing Rules, among other things, all China-based companies applying for overseas securities issuance, listing and post-listing capital operations shall be subject to statutory procedures, such as filing and information reporting requirement. After making initial applications with overseas stock markets for offerings or listings, all China-based companies shall file with the CSRC within three business days. In addition, overseas offerings and listings may be prohibited for such China-based companies when any of the following applies: (a) if the securities offerings and listings are prohibited by applicable PRC laws and rules; (b) if securities offerings and listings may constitute a threat to, or endanger national security as reviewed and determined by PRC authorities; (c) if there are material ownership disputes over applicants’ equity interests, major assets, core technologies or other items; (d) if a PRC company or its controlling shareholders or de facto controllers have committed certain crimes, under investigation for suspicion of major violations in the prior three years; (e) if any directors, supervisors, or senior executives of applicants have been subject to administrative punishments for severe violations, or are under investigations for crimes or major violations; or (f) other circumstances as provided. The Draft Administrative Provisions further provide that a fine between RMB 1 million and RMB 10 million may be imposed if a company fails to fulfill the filing requirements with the CSRC or conducts an overseas offering or listing in violation of the Draft Overseas Listing Rules. In the case of severe violations, an order to suspend relevant businesses or halt operations for rectification may be issued, and relevant business permits or operational license revoked. Overseas issuance and listings subject to the Draft Overseas Listing Rules include direct and indirect issuance and listings. We believe that our future securities offerings and proposed listing of our shares on Nasdaq Capital Market would be deemed an Indirect Overseas Issuance and Listing under the Draft Overseas Listing Rules and will be required to complete the filing procedures and submit the relevant information to CSRC after the Draft Overseas Listing Rules become effective. As of the date of this report, such rules have not become effective and we are not required to complete the filing procedures if we complete this offering and begin the trading of our common stock on the Nasdaq before the rules take effect. In addition, after the rules take effect, we would only need to submit the filing materials and no CSRC approval would be required under the rules. Because we are relying on an opinion of counsel, there is uncertainty inherent in relying on an opinion of counsel in connection with whether we are required to obtain permissions from a governmental agency that is required to approve of our operations and/or listings. In the event that an government approval is required, we cannot assure you that we will be able to receive clearance in a timely manner, or at all. Any failure of us to fully comply with new regulatory requirements may significantly limit or completely hinder our ability to offer or continue to offer our common stock, cause significant disruption to our business operations, severely damage our reputation, materially and adversely affect our financial condition and results of operations and cause our shares to significantly decline in value or become worthless.

China Securities Regulatory Commission and other Chinese government agencies may exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers. Additional compliance procedures may be required in connection with the offering of our securities and our business operations, and, if required, we cannot predict whether we will be able to obtain such approval. As a result, we face uncertainty about future actions by the PRC government that could significantly affect our ability to offer or continue to offer securities to investors and/or conduct our operations and cause the value of our shares to significantly decline or be worthless.

Trading in our securities may be prohibited under the Holding Foreign Companies Accountable Act if the PCAOB determines that it cannot inspect or investigate completed our auditors for three consecutive years beginning in 2021, or for two consecutive years if the Accelerating Holding Foreign Companies Accountable Act or the America COMPETES Act becomes law.

In recent years, U.S. regulatory authorities have continued to express their concerns about challenges in their oversight of financial statement audits of U.S.-listed companies with significant operations in China. As part of a continued regulatory focus in the United States on access to audit and other information, the Holding Foreign Companies Accountable Act, or the HFCAA, was enacted on December 18, 2020. The HFCAA includes requirements for the SEC to identify issuers whose audit work is performed by auditors that the PCAOB is unable to inspect or investigate completely because of a restriction imposed by a non-U.S. authority in the auditor’s local jurisdiction. The HFCAA also requires that, to the extent that the PCAOB has been unable to inspect an issuer’s auditor for three consecutive years since 2021, the SEC shall prohibit its securities registered in the United States from being traded on any national securities exchange or over-the-counter markets in the United States.

On March 24, 2021, the SEC adopted interim final rules relating to the implementation of certain disclosure and documentation requirements of the HFCAA. The interim final rule applies to registrants that the SEC identifies as having filed an annual report with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction that the PCAOB is unable to inspect or investigate completely because of a position taken by an authority in that jurisdiction. Consistent with the HFCAA, the interim final rule requires the submission of documentation to the SEC establishing that such a registrant is not owned or controlled by a government entity in that foreign jurisdiction and also requires disclosure in a foreign issuer’s annual report regarding the audit arrangements of, and government influence on, such registrants. On May 13, 2021, the PCAOB issued proposed PCAOB Rule 6100, Board Determinations Under the Holding Foreign Companies Accountable Act for public comment. The proposed rule provides a framework for making determinations as to whether PCAOB is unable to inspect an audit firm in a foreign jurisdiction, including the timing, factors, bases, publication and revocation or modification of such determinations, and such determinations will be made on a jurisdiction-wide basis in a consistent manner applicable to all firms headquartered in the jurisdiction. In November 2021, the SEC approved PCAOB Rule 6100. On December 2, 2021, the SEC adopted amendments to final rules implementing the disclosure and submission requirements of the HFCAA.

On June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act or AHFCAA, and on February 4, 2022, the U.S. House of Representatives passed the America Creating Opportunities for Manufacturing Pre-Eminence in Technology and Economic Strength (COMPETES) Act of 2022, or the COMPETES Act. If either bill is enacted into law, it would amend the HFCAA and require the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections or complete investigations for two consecutive years instead of three. As a result, our securities may be prohibited from trading on Nasdaq or over-the-counter markets if our auditor is not inspected by the PCAOB for three consecutive years as specified in the HFCAA or two years if the AHFCAA or the COMPETES Act becomes law, and would reduce the time before our securities may be prohibited from trading or delisted.

On December 2, 2021, the SEC issued amendments to finalize rules implementing the submission and disclosure requirements in the HFCAA. The rules apply to registrants that the SEC identifies as having filed an annual report with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and that PCAOB is unable to inspect or investigate completely because of a position taken by an authority in foreign jurisdictions.

On December 16, 2021, the PCAOB announced the PCAOB Holding Foreign Companies Accountable Act determinations (the “PCAOB determinations”) relating to the PCAOB’s inability to inspect or investigate completely registered public accounting firms headquartered in mainland China of the PRC or Hong Kong, a Special Administrative Region and dependency of the PRC, because of a position taken by one or more authorities in the PRC or Hong Kong.

The lack of access to the PCAOB inspection or investigation in China prevents the PCAOB from fully evaluating audits and quality control procedures of the auditors based in China. As a result, the investors may be deprived of the benefits of such PCAOB inspections. The inability of the PCAOB to conduct inspections or investigations of auditors in China makes it more difficult to evaluate the effectiveness of these accounting firms’ audit procedures or quality control procedures as compared to auditors outside of China that are subject to the PCAOB inspections and investigations, which could cause existing and potential investors in our stock to lose confidence in our audit procedures and reported financial information and the quality of our financial statements.

Our current auditor, Enrome LLP, an independent registered public accounting firm that is headquartered in Singapore, is a firm registered with the U.S. Public Company Accounting Oversight Board (the “PCAOB”), and is required by the laws of the U.S. to undergo regular inspections by the PCAOB to assess its compliance with the laws of the U.S. and professional standards. Enrome LLP is subjected to PCAOB inspections, and is not among the PCAOB-registered public accounting firms headquartered in the PRC or Hong Kong that are subject to PCAOB’s determination on December 16, 2021 of having been unable to inspect or investigate completely.

Notwithstanding the foregoing, if it is later determined that the PCAOB is unable to inspect or investigate our auditor completely, or if there is any regulatory change or step taken by PRC regulators that does not permit Enrome LLP to provide audit documentations located in China or Hong Kong to the PCAOB for inspection or investigation, or the PCAOB expands the scope of the Determination so that we are subject to the HFCAA, as the same may be amended, you may be deprived of the benefits of such inspection. Any audit reports not issued by auditors that are completely inspected or investigated by the PCAOB, or a lack of PCAOB inspections or investigations of audit work undertaken in China that prevents the PCAOB from regularly evaluating our auditors’ audits and their quality control procedures, could result in a lack of assurance that our financial statements and disclosures are adequate and accurate.

We may be exposed to liabilities under the Foreign Corrupt Practices Act, and any determination that we violated the foreign corrupt practices act could have a material adverse effect on our business.

We are subject to the Foreign Corrupt Practice Act, or FCPA, and other laws that prohibit improper payments or offers of payments to foreign governments and their officials and political parties by U.S. persons and issuers as defined by the statute for the purpose of obtaining or retaining business. We will have operations, agreements with third parties and make sales in the PRC, which may experience corruption. Our proposed activities in the PRC create the risk of unauthorized payments or offers of payments by one of the employees, consultants, or sales agents of our Company, because these parties are not always subject to our control. It is our policy to implement safeguards to discourage these practices by our employees. Also, our existing safeguards and any future improvements may prove to be less than effective, and the employees, consultants, or sales agents of our Company may engage in conduct for which we might be held responsible. Violations of the FCPA may result in severe criminal or civil sanctions, and we may be subject to other liabilities, which could negatively affect our business, operating results and financial condition. In addition, the government may seek to hold our Company liable for successor liability FCPA violations committed by companies in which we invest or that we acquire.

You may have difficulty enforcing judgments against us.

Chinese economic growth slowdown may have a negative effect on our business.

Since 2014, Chinese economic growth has been slowing down from double-digit GDP speed. The annual rate of growth declined from 7.3% in 2014 to 6.9% in 2015, to 6.7% in 2016, to 6.9% in 2017, to 6.6% in 2018, and to 6.1% in 2019 2.3% in 2020, 8.45% in 2021, 3% in 2022, ~~and~~ 5.2% in 2023 and 5% in 2024. Due to the impact of COVID-19, China’s economic growth rate in 2020 has slowed to 2.3%, its lowest level in years. While technology-based financial services companies have not been affected by the pandemic on the same level as companies in certain other industries, nevertheless a slow economic growth could adversely affect many of our customers and partners, which in turn may materially adversely affect our financial condition and results of operations.

Under the Enterprise Income Tax Law, we may be classified as a “Resident Enterprise” of China. Such classification will likely result in unfavorable tax consequences to us and our non-PRC stockholders.

China passed an Enterprise Income Tax Law (the “EIT Law”), as most recently amended and effective on December 29, 2018, and the related Implementation Regulations, as amended and effective on April 23 2019. Under the EIT Law, an enterprise established outside of China with “de facto management bodies” within China is considered a “resident enterprise,” meaning that it can be treated in a manner similar to a Chinese enterprise for enterprise income tax purposes. The implementing rules of the EIT Law define de facto management as “substantial and overall management and control over the production and operations, personnel, accounting, and properties” of the enterprise.

On April 22, 2009, the State Administration of Taxation of China issued the Notice Concerning Relevant Issues Regarding Cognizance of Chinese Investment Controlled Enterprises Incorporated Offshore as Resident Enterprises pursuant to Criteria of de facto Management Bodies, or the Notice, further interpreting the application of the EIT Law and its implementation to offshore entities controlled by a Chinese enterprise or group. Pursuant to the Notice, an enterprise incorporated in an offshore jurisdiction and controlled by a Chinese enterprise or group will be classified as a “non-domestically incorporated resident enterprise” if (i) its senior management in charge of daily operations reside or perform their duties mainly in China; (ii) its financial or personnel decisions are made or approved by bodies or persons in China; (iii) its substantial assets and properties, accounting books, corporate stamps, board and stockholder minutes are kept in China; and (iv) at least half of its directors with voting rights or senior management are often resident in China. A resident enterprise would be subject to an enterprise income tax rate of 25% on its worldwide income and must pay a withholding tax at a rate of 10% when paying dividends to its non-PRC stockholders.

Ezagoo does not have a PRC enterprise or enterprise group as its primary controlling shareholder and is therefore not a Chinese-controlled offshore incorporated enterprise within the meaning of the Notice, so we believe the Notice is not applicable to us. However, in the absence of guidance specifically applicable to us, we have applied the guidance set forth in the Notice to evaluate the tax residence status of Ezagoo for the years ended December 31, ~~2023~~2024 and ~~2022~~2023, respectively.

We do not believe that we meet some of the conditions outlined. As a holding company, the key assets and records of Ezagoo including the resolutions and meeting minutes of our board of directors and the resolutions and meeting minutes of our shareholders, are located and maintained outside the PRC. In addition, we are not aware of any offshore holding companies with a corporate structure similar to ours that have been deemed a PRC “resident enterprise” by the PRC tax authorities. Accordingly, we believe that Ezagoo should not be treated as a “resident enterprise” for PRC tax purposes if the criteria for “de facto management body” as set forth in the Notice were deemed applicable to us. However, as the tax residency status of an enterprise is subject to determination by the PRC tax authorities and uncertainties remain with respect to the interpretation of the term “de facto management body” as applicable to our offshore entities, we will continue to monitor our tax status.

If the PRC tax authorities determine that we are a “resident enterprise” for PRC enterprise income tax purposes, a number of unfavorable PRC tax consequences could follow. First, we may be subject to the enterprise income tax at a rate of 25% on our worldwide taxable income as well as PRC enterprise income tax reporting obligations. In our case, this would mean that income such as non-China source income would be subject to PRC enterprise income tax at a rate of 25%. Currently, we do not have any non-China source income, so this would have minimal effect on us; however, if we develop non-China source income in the future, we could be adversely affected. Second, under the EIT Law and its implementing rules, dividends paid to us from our PRC subsidiaries would qualify as “tax-exempt income.” Finally, it is possible that future guidance issued with respect to the new “resident enterprise” classification could result in a situation in which a 10% withholding tax is imposed on dividends we pay to our non-PRC stockholders and with respect to gains derived by our non-PRC stockholders from transferring our shares. If we were treated as a “resident enterprise” by the PRC tax authorities, we would be subject to taxation in both the U.S. and China, but our PRC source income will not be taxed in the U.S. again because the U.S.-China tax treaty will avoid double taxation between these two nations.

PRC regulation of loans and direct investment by offshore holding companies in PRC entities may delay or prevent us from using the proceeds of our securities offerings to make loans or additional capital contributions to our PRC operating subsidiaries, which could materially and adversely affect our liquidity and our ability to fund and expand our business.

In the normal course of our business, we may make loans to our PRC subsidiaries or may make additional capital contributions to our PRC subsidiaries. Any loans to our wholly foreign-owned or holding subsidiaries in China, which are treated as foreign-invested enterprises (“FIEs”) under PRC law, are subject to PRC regulations and foreign exchange loan registrations. For example, loans by us to our FIE subsidiaries in China to finance their activities cannot exceed statutory limits and must be registered with SAFE. In addition, a foreign invested enterprise shall use its capital pursuant to the principle of authenticity and self-use within its business scope. The capital of a foreign invested enterprise shall not be used for the following purposes: (i) directly or indirectly used for payment beyond the business scope of the enterprises or the payment prohibited by relevant laws and regulations; (ii) directly or indirectly used for investment in securities or investments other than banks’ principal-secured products unless otherwise provided by relevant laws and regulations; (iii) granting of loans to non-affiliated enterprises, except where it is expressly permitted in the business license; and (iv) paying the expenses related to the purchase of real estate that is not for self-use (except for the foreign-invested real estate enterprises).

SAFE promulgated the Notice of the State Administration of Foreign Exchange on Reforming the Administration of Foreign Exchange Settlement of Capital of Foreign-invested Enterprises, or SAFE Circular 19, effective June 2015, in replacement of the Circular on the Relevant Operating Issues Concerning the Improvement of the Administration of the Payment and Settlement of Foreign Currency Capital of Foreign-Invested Enterprises, the Notice from the State Administration of Foreign Exchange on Relevant Issues Concerning Strengthening the Administration of Foreign Exchange Businesses, and the Circular on Further Clarification and Regulation of the Issues Concerning the Administration of Certain Capital Account Foreign Exchange Businesses. According to SAFE Circular 19, the flow and use of the RMB capital converted from foreign currency-denominated registered capital of a foreign-invested company is regulated such that RMB capital may not be used for the issuance of RMB entrusted loans, the repayment of inter-enterprise loans or the repayment of banks loans that have been transferred to a third party. Although SAFE Circular 19 allows RMB capital converted from foreign currency-denominated registered capital of a foreign-invested enterprise to be used for equity investments within China, it also reiterates the principle that RMB converted from the foreign currency-denominated capital of a foreign-invested company may not be directly or indirectly used for purposes beyond its business scope. SAFE promulgated the Notice of the State Administration of Foreign Exchange on Reforming and Standardizing the Foreign Exchange Settlement Management Policy of Capital Account, or SAFE Circular 16, effective on June 9, 2016, which reiterates some of the rules set forth in SAFE Circular 19, but changes the prohibition against using RMB capital converted from foreign currency-denominated registered capital of a foreign-invested company to issue RMB entrusted loans to a prohibition against using such capital to issue loans to non-associated enterprises. Violations of SAFE Circular 19 and SAFE Circular 16 could result in administrative penalties. SAFE Circular 19 and SAFE Circular 16 may significantly limit our ability to transfer any foreign currency we hold, including the net proceeds from this offering, to our PRC subsidiaries, which may adversely affect our liquidity and our ability to fund and expand our business in China. On October 23, 2019, the SAFE promulgated the Notice of the State Administration of Foreign Exchange on Further Promoting the Convenience of Cross-border Trade and Investment, or the SAFE Circular 28, which, among other things, allows all foreign-invested companies to use Renminbi converted from foreign currency-denominated capital for equity investments in China, as long as the equity investment is genuine, does not violate applicable laws, and complies with the negative list on foreign investment. However, since the SAFE Circular 28 is newly promulgated, it is unclear how SAFE and competent banks will implement the relevant rules in practice.

In light of the various requirements imposed by PRC regulations on loans to and direct investment in PRC entities by offshore holding companies, we cannot be certain that we will be able to complete the necessary government registrations or obtain the necessary government approvals on a timely basis, if at all, with respect to future loans to our PRC subsidiaries or future capital contributions by us to our subsidiaries in China. As a result, uncertainties exist as to our ability to provide prompt funding to our PRC subsidiaries when needed. If we fail to complete such registrations or obtain such approvals, our ability to use the proceeds we expect to receive from this offering and to capitalize or otherwise fund our PRC operations may be negatively affected, which could materially and adversely affect our financial condition and operating results.

Governmental control of currency conversion may affect the value of your investment.

The PRC government imposes controls on the convertibility of the RMB into foreign currencies and, in certain cases, the remittance of currency out of China. We receive substantially all of our revenues in RMB. Under our current corporate structure, our income will currently only be derived from dividend payments from our PRC subsidiaries. Shortages in the availability of foreign currency may restrict the ability of our PRC subsidiaries to remit sufficient foreign currency to pay dividends or other payments to us, or otherwise satisfy their foreign currency denominated obligations. Under existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and expenditures from trade-related transactions can be made in foreign currencies without prior approval from SAFE by complying with certain procedural requirements. However, approval from appropriate government authorities is required where RMB is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies. The PRC government may also at its discretion restrict access in the future to foreign currencies for current account transactions. If the foreign exchange control system prevents us from obtaining sufficient foreign currency to satisfy our currency demands, we may not be able to pay dividends in foreign currencies to our security-holders.

Fluctuations in exchange rates could adversely affect our business and the value of our securities.

Changes in the value of the RMB against the U.S. dollar, Euro and other foreign currencies are affected by, among other things, changes in China’s political and economic conditions. Any significant revaluation of the RMB may have a material adverse effect on our revenues and financial condition, and the value of, and any dividends payable on our shares in U.S. dollar terms. For example, to the extent that we need to convert U.S. dollars we receive from our securities offerings into RMB for our operations, appreciation of the RMB against the U.S. dollar would have an adverse effect on RMB amount we would receive from the conversion. Conversely, if we decide to convert our RMB into U.S. dollars for the purpose of paying dividends on our common stock or for other business purposes, appreciation of the U.S. dollar against the RMB would have a negative effect on the U.S. dollar amount available to us. In addition, fluctuations of the RMB against other currencies may increase or decrease the cost of imports and exports, and thus affect the price-competitiveness of our products against products of foreign manufacturers or products relying on foreign inputs.

Since July 2005, the RMB is no longer pegged to the U.S. dollar. Although the People’s Bank of China regularly intervenes in the foreign exchange market to prevent significant short-term fluctuations in the exchange rate, the RMB may appreciate or depreciate significantly in value against the U.S. dollar in the medium to long term. Moreover, it is possible that in the future PRC authorities may lift restrictions on fluctuations in the RMB exchange rate and lessen intervention in the foreign exchange market.

We reflect the impact of currency translation adjustments in our financial statements under the heading “accumulated other comprehensive income (loss).” For the years ended December 31, ~~2023~~2024 and ~~2022~~2023, we had foreign currency translation loss of $~~125~~225,~~963~~800 and $76125,~~280~~963, respectively. Very limited hedging transactions are available in China to reduce our exposure to exchange rate fluctuations. To date, we have not entered into any hedging transactions. While we may enter into hedging transactions in the future, the availability and effectiveness of of these transactions may be limited, and we may not be able to successfully hedge our exposure at all. In addition, our foreign currency exchange gains and losses may be magnified by PRC exchange control regulations that restrict our ability to convert RMB into foreign currencies.

Failure to comply with the Individual Foreign Exchange Rules relating to the overseas direct investment or the engagement in the issuance or trading of securities overseas by our PRC resident stockholders may subject such stockholders to fines or other liabilities.

Our ability to conduct foreign exchange activities in the PRC may be subject to the interpretation and enforcement of the Implementation Rules of the Administrative Measures for Individual Foreign Exchange promulgated by SAFE in January 2007 (as amended and supplemented, the “Individual Foreign Exchange Rules”). Under the Individual Foreign Exchange Rules, any PRC individual seeking to make a direct investment overseas or engage in the issuance or trading of negotiable securities or derivatives overseas must make the appropriate registrations in accordance with SAFE provisions. PRC individuals who fail to make such registrations may be subject to warnings, fines or other liabilities.

SAFE promulgated the Notice on Relevant Issues Relating to Domestic Resident’s Investment and Financing and Roundtrip Investment through Special Purpose Vehicles, or Notice 37, in July 2014 that requires PRC residents or entities to register with SAFE or its local branch in connection with their establishment or control of an offshore entity established for the purpose of overseas investment or financing. In addition, such PRC residents or entities must update their SAFE registrations when the offshore special purpose vehicle undergoes material events relating to material change of capitalization or structure of the PRC resident itself (such as capital increase, capital reduction, share transfer or exchange, merger or spin off).

We may not be fully informed of the identities of all our beneficial owners who are PRC residents. For example, because the investment in or trading of our shares will happen in an overseas public or secondary market where shares are often held with brokers in brokerage accounts, it is unlikely that we will know the identity of all of our beneficial owners who are PRC residents. Furthermore, we have no control over any of our future beneficial owners and we cannot assure you that such PRC residents will be able to complete the necessary approval and registration procedures required by the Individual Foreign Exchange Rules.

To our knowledge, our beneficial owners, who are PRC residents, have not completed the Notice 37 registration. And we cannot guarantee that all or any of the shareholders will complete the Notice 37 registration prior to the closing of this Offering. Failure by any such shareholders or beneficial owners to comply with Notice 37 could restrict our overseas or cross-border investment activities, limit our PRC subsidiaries’ ability to make distributions or pay dividends or affect our ownership structure, which could adversely affect our business and prospects. In addition, the PRC resident shareholders who fail to complete Notice 37 registration may subject to fines less than RMB50,000.

As these foreign exchange and outbound investment related regulations are relatively new and their interpretation and implementation has been constantly evolving, it is unclear how these regulations, and any future regulation concerning offshore or cross-border investments and transactions, will be interpreted, amended and implemented by the relevant government authorities.

It is uncertain how the Individual Foreign Exchange Rules will be interpreted or enforced and whether such interpretation or enforcement will affect our ability to conduct foreign exchange transactions. Because of this uncertainty, we cannot be sure whether the failure by any of our PRC resident stockholders to make the required registration will subject our PRC subsidiaries to fines or legal sanctions on their operations, delay or restriction on repatriation of proceeds of our securities offerings into the PRC, restriction on remittance of dividends or other punitive actions that would have a material adverse effect on our business, results of operations and financial condition.

There are uncertainties under the PRC laws relating to the procedures for U.S. regulators to investigate and collect evidence from companies located in the PRC.

Shareholder claims that are common in the U.S., including securities law class actions and fraud claims, among other matters, generally are difficult to pursue as a matter of law or practicality in China. For example, in China, there are significant legal and other obstacles to obtaining information needed for shareholder investigations or litigation outside China or otherwise with respect to foreign entities. Although the local authorities in China may establish a regulatory cooperation mechanism with the securities regulatory authorities of another country or region to implement cross-border supervision and administration, such regulatory cooperation with the securities regulatory authorities in the Unities States have not been efficient in the absence of mutual and practical cooperation mechanism. According to Article 177 of the PRC Securities Law, which became effective in March 2020, or Article 177, the securities regulatory authority of the State Council may collaborate with securities regulatory authorities of other countries or regions in order to monitor and oversee cross border securities activities. Article 177 further provides that overseas securities regulatory authorities are not permitted to carry out investigation and evidence collection directly within the territory of the PRC, and that any Chinese entities and individuals are not allowed to provide documents or materials related to securities business activities to overseas agencies without prior consent of the securities regulatory authority of the State Council and the competent departments of the State Council.

Our principal business operations are conducted in the PRC. In the event that the U.S. regulators carry out investigations with respect to our business and need to conduct investigation or collect evidence within the territory of the PRC, the U.S. regulators may not be able to carry out such investigation or evidence collection directly in the PRC under the PRC laws. The U.S. regulators may consider cross-border cooperation with securities regulatory authority of the PRC by way of judicial assistance, diplomatic channels or regulatory cooperation mechanism established with the securities regulatory authority of the PRC. However, there can be no assurance that the U.S. regulators could succeed in establishing such cross-border cooperation in a specific case or could establish the cooperation in a timely manner. If U.S. regulators are unable to conduct such investigations, such U.S. regulators may determine to suspend and ultimately delist our common stock from the Nasdaq Capital Market or choose to suspend or de-register our SEC registration.

Failure to comply with laws and regulations applicable to our business in China could subject us to fines and penalties and could also cause us to lose customers or otherwise harm our business.

Our business is subject to regulation by various governmental agencies in China, including agencies responsible for monitoring and enforcing compliance with various legal obligations, such as privacy and data protection-related laws and regulations, intellectual property laws, employment and labor laws, workplace safety, environmental laws, consumer protection laws, governmental trade laws, import and export controls, anti-corruption and anti-bribery laws, and tax laws and regulations. These laws and regulations impose added costs on our business. Noncompliance with applicable regulations or requirements could subject us to:

	●	investigations, enforcement actions, and sanctions;
	●	mandatory changes to our supply chain system and products;
	●	disgorgement of profits, fines, and damages;
	●	civil and criminal penalties or injunctions;
	●	claims for damages by our customers or partners;
	●	termination of contracts;
	●	loss of intellectual property rights;
	●	failure to obtain, maintain or renew certain licenses, approvals, permits, registrations or filings
	●	necessary to conduct our operations; and
	●	temporary or permanent debarment from sales to public service organizations.

If any governmental sanctions are imposed, or if we do not prevail in any possible civil or criminal litigation, our business, results of operations, and financial condition could be adversely affected. In addition, responding to any action will likely result in a significant diversion of our management’s attention and resources and an increase in professional fees. Enforcement actions and sanctions could materially harm our business, results of operations, and financial condition.

We are exposed to the risk of misconduct, errors and failure to functions by our management, employees and parties that we collaborate with, who may from time to time be subject to litigation and regulatory investigations and proceedings or otherwise face potential liability and penalties in relation to noncompliance with applicable laws and regulations, which could harm our reputation and business.

Payment of dividends is subject to restrictions under Nevada and the PRC laws.

Under Nevada law, we may only pay dividends subject to our ability to service our debts as they become due and provided that our assets will exceed our liabilities after the payment of such dividends. Our ability to pay dividends will therefore depend on our ability to generate adequate profits. In addition, because of a variety of rules applicable to our operations in the PRC and the regulations on foreign investments as well as the applicable tax law, we may be subject to further limitations on our ability to declare and pay dividends to our shareholders.

As a holding company, we may rely on dividends and other distributions from our PRC subsidiaries and WFOEs for cash requirements. If a WFOE incurs any debts, the instruments governing such debts may restrict its ability to pay dividends to us. In order for us to pay dividends or other distributions to our shareholders, including investors in this offering, we will rely on payments from our subsidiaries. Cash or other assets may be transferred to us from our subsidiaries in the following manner: (i) funds from our operating subsidiaries to WFOEs may be remitted as services fees, dividends or other distributions; and (ii) WFOEs may make dividends or other distributions to us through our Hong Kong subsidiaries.

Current PRC regulations permit Chinese operating subsidiaries to pay dividends to foreign parent companies only out of their accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations. In addition, each of our subsidiaries in China is required to set aside at least 10% of its after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of its registered capital. Each of our subsidiaries in China is also required to further set aside a portion of its after-tax profits to fund the employee welfare fund, although the amount to be set aside, if any, is determined at the discretion of its board of directors. While the statutory reserves can be used, among other ways, to increase the registered capital and eliminate future losses in excess of retained earnings of the respective companies, the reserve funds are not distributable as cash dividends except in the event of liquidation.

Cash dividends, if any, on our common stock will be paid in U.S. dollars. The PRC government also imposes restrictions on the conversion of RMB into foreign currencies and the remittance of currencies out of the PRC. As such, we may experience difficulties in completing the administrative procedures necessary to obtain and remit foreign currency for the payment of dividends from our profits, if any. Furthermore, if our subsidiaries in the PRC incur any debts, the existence of debts evidenced by the debt instruments may significantly limit their ability to pay dividends or make other payments. If we are unable to receive earnings distributions from our operating subsidiaries in China, we would be unable to pay dividends on our shares.

If we are deemed by the PRC tax authorities as a PRC tax resident enterprise for tax purposes, any dividends we pay to our non-PRC resident shareholders may be regarded as China-sourced income and as a result, may be subject to PRC withholding tax at a rate of up to 10.0%. Pursuant to the Arrangement between Mainland China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and Tax Evasion on Income, or the Double Tax Avoidance Arrangement, the 10% withholding tax rate may be reduced to 5% if a Hong Kong resident enterprise owns no less than 25% of a PRC entity. However, the 5% withholding tax rate does not automatically apply and certain requirements must be satisfied, including, without limitation, that (a) the Hong Kong entity must be the beneficial owner of the relevant dividends; and (b) the Hong Kong entity must directly hold no less than 25% share ownership in the PRC entity during the 12 consecutive months preceding its receipt of the dividends. In practice, a Hong Kong entity must obtain a tax resident certificate from the Hong Kong tax authority to apply for the 5% lower PRC withholding tax rate. As the Hong Kong tax authority will issue such a tax resident certificate on a case-by-case basis, we cannot be certain that we will be able to obtain the tax resident certificate from the relevant Hong Kong tax authority and enjoy the preferential withholding tax rate of 5% under the Double Taxation Arrangement with respect to any dividends to be paid by our CETL, to our Hong Kong subsidiary, ELHK. CETL currently does not have any plan to declare and pay dividends, and we have not applied for the tax resident certificate from the relevant Hong Kong tax authority. ELHK will apply for the tax resident certificate when CETL plans to declare and pay dividends.

As of the date of this report, we have not paid, and do not anticipate paying in the foreseeable future, dividends or other distributions to our shareholders. There have not been any dividends or other distributions from CETL to ELHK. None of our PRC subsidiaries have ever paid any dividends or distributions outside of China. We presently intend to retain all earnings to fund our operations and business expansions.

We can give no assurance that we will declare dividends of any amounts, at any rate or at all in the future. The declaration of future dividends, if any, will be at the discretion of our board of directors and will depend upon our future operations and earnings, capital requirements, general financial conditions, legal and contractual restrictions and other factors that our board of directors may deem relevant.

Our common stock may not develop an active trading market and the price and trading volume of our shares may fluctuate significantly.

Shares of common stock are currently quoted on the OTC marketplace. We cannot predict whether investor interest in us will lead to the development of an active and liquid trading market. If an active trading market does not develop, holders of our shares of common stock may have difficulty selling our shares that may now be owned or may be purchased later. In addition, until we are able to be listed on a national exchange, the number of investors willing to hold or acquire our shares may be reduced, we may receive decreased news and analyst coverage, and we may be limited in our ability to issue additional securities or obtain additional financing in the future on terms acceptable to us, or at all. Even if an active trading market develops for our shares, the market price of our shares may be highly volatile and could be subject to wide fluctuations. In addition, the trading volume of our shares may fluctuate and cause significant price variations to occur.

In case that our shares trade under $5.00 per share they will be considered penny stock. Trading in penny stocks has many restrictions and these restrictions could severely affect the price and liquidity of our common stock.

If our stock trades below $5.00 per share, our stock would be known as a “penny stock”, which is subject to various regulations involving disclosures to be given to you prior to the purchase of any penny stock. The U.S. Securities and Exchange Commission (the “SEC”) has adopted regulations which generally define a “penny stock” to be any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. Depending on market fluctuations, our Common Stock would be considered as a “penny stock”. A penny stock is subject to rules that impose additional sales practice requirements on broker/dealers who sell these securities to persons other than established Members and accredited investors. For transactions covered by these rules, the broker/dealer must make a special suitability determination for the purchase of these securities. In addition, he must receive the purchaser’s written consent to the transaction prior to the purchase. He must also provide certain written disclosures to the purchaser. Consequently, the “penny stock” rules may restrict the ability of broker/dealers to sell our securities and may negatively affect the ability of holders of shares of our Common Stock to resell them. These disclosures require you to acknowledge that you understand the risks associated with buying penny stocks and that you can absorb the loss of your entire investment. Penny stocks are low priced securities that do not have a very high trading volume. Consequently, the price of the stocks is often volatile, and you may not be able to buy or sell the stock when you want to.

We do not anticipate paying cash dividends on our Common Stock in the foreseeable future.

We do not anticipate paying cash dividends in the foreseeable future. Presently, we intend to retain all our earnings, if any, to finance development and expansion of our business. Consequently, your only opportunity to achieve a positive return on your investment in us will be if the market price of our Common Stock appreciates.

Our Chief Executive Officer, Mr. Xiaohao Tan, own a majority of our outstanding shares of common stock and could significantly influence the outcome of our corporate matters.

Mr. Xiaohao Tan, our CEO, beneficially owns 74% of our outstanding shares of Common Stock. As a result, Mr. Xiaohao Tan is collectively able to exercise significant influence over all matters that require us to obtain shareholder approval, including the election of directors to our board and approval of significant corporate transactions that we may consider, such as a merger or other sale of our company or its assets. This concentration of ownership in our shares by executive officers will limit other shareholders’ ability to influence corporate matters and may have the effect of delaying or preventing a third party from acquiring control over us.

The price of our common stock may be volatile or may decline regardless of our operating performance, and stockholders may not be able to resell their shares.

The trading price for our common stock has fluctuated since our common stock was first quoted on the OTC marketplace. The market price of our stock may fluctuate significantly in response to numerous factors, many of which are beyond our control, including:

	●	actual or anticipated fluctuations in our revenue and other operating results;
	●	the financial projections we may provide to the public, any changes in these projections or our failure to meet these projections;
	●	actions of securities analysts who initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow our company, or our failure to meet these estimates or the expectations of investors;
	●	announcements by us or our competitors of significant products, acquisitions, strategic partnerships, joint ventures, or capital commitments;
	●	price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole;
	●	lawsuits threatened or filed against us; and
	●	other events or factors, including those resulting from health pandemics, war or incidents of terrorism, or responses to these events.

In addition, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of securities of many companies. Stock prices of many companies have fluctuated in a manner unrelated or disproportionate to the operating performance of those companies.

Future sales of substantial amounts of the shares of our Common Stock by existing shareholders could adversely affect the price of our Common Stock.

If our existing shareholders sell substantial amounts of the shares, then the market price of our Common Stock could fall. Such sales by our existing shareholders might make it more difficult for us to issue new equity or equity-related securities in the future at a time and place we deem appropriate. If any existing shareholders sell substantial amounts of shares, the prevailing market price for our shares could be adversely affected.

ITEM 1B. UNRESOLVED STAFF COMMENTS

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 1C. ~~PROPERTIES~~CYBERSECURITY.

~~We currently~~Risk ~~maintain~~Management ~~our~~and principal executive office at Rm 205, 2/F, Building 17, Yard 1, Li Ze Road, Feng Tai District, Beijing 100073, China, which expires on December 31, 2024. The current monthly rent is RMB2,000 (approximately $282) with a lease term of 12 months (that is started from January 1, 2024).Strategy

~~As of~~We ~~December~~have ~~31,~~implemented ~~2023,~~cybersecurity risk ~~the~~assessment ~~Company~~procedures ~~has~~to aensure ~~total~~effectiveness ~~three~~in ~~separate~~cybersecurity ~~operating~~management, ~~lease~~strategy ~~agreements~~and ~~for~~governance ~~three~~and ~~office~~reporting ~~spaces~~cybersecurity inrisks. We ~~PRC~~have ~~with~~also ~~remaining~~integrated ~~lease terms~~cybersecurity ofrisk ~~from~~management 7into ~~months~~our tooverall 12enterprise ~~months~~risk management system.

~~For~~We have used a cybersecurity threat ~~more~~defense system to address both internal and external threats. This system encompasses various levels, including network, host and application security and incorporates systematic security capabilities for threat defense, monitoring, analysis, response, deception and countermeasures. We strive to manage cybersecurity risks and protect sensitive information through various methods, including technical safeguards, procedural requirements, an intensive monitoring program on ~~operating~~our ~~lease~~corporate network, ~~see~~a ~~Note~~robust 13incident response program, a review of the ~~accompanying~~effectiveness of ~~consolidated~~our ~~financial~~security ~~statements~~system with reference to applicable security standards by qualified third parties and regular cybersecurity awareness training for employees. We continuously monitor the performance of our apps, platforms and infrastructure to enable us to respond quickly to potential problems, including potential cybersecurity threats.

~~ITEM~~As of the date of this Report, 3.we ~~LEGAL~~have ~~PROCEEDINGS~~not experienced any material cybersecurity incidents or identified any material cybersecurity threats that have affected or are reasonably likely to materially affect us, our business strategy, results of operations or financial condition.

From time to time, we maybe involve in various lawsuits and legal proceedings which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. Currently there are no pending legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results. None of our directors, officers or affiliates is involved in a proceeding adverse to our business or has a material interest adverse to our business.Governance

~~ITEM~~Our Board of Directors is responsible 4for overseeing the Company’s cybersecurity risk management and be informed on risks from cybersecurity threats. ~~MINE~~The ~~SAFETY~~Board ~~DISCLOSURES~~shall review, approve and maintain oversight of the disclosure (i) on Form 8-K for material cybersecurity incidents (if any) and (ii) related to cybersecurity matters in the periodic reports (including annual report on Form 10-K) of the Company. In addition, our management team, including those with experience in dealing with confidentiality-related cybersecurity issues, oversee and manage cybersecurity related matters and formulate policies as necessary. Our Board review on an annual basis regarding assessment, identification and management on material risks from cybersecurity threats happened in the ordinary course of our business operations. If a cybersecurity incident occurs, our Board will promptly organize relevant personnel for internal assessment and, depending on the situation, seek the opinions of external experts and legal advisors. If it is determined that the incident could potentially be a material cybersecurity event, our Board will decide on the relevant response measures and whether any disclosure is necessary. If such disclosure is determined to be necessary, such disclosure material will be prepared and reviewed by our Board before it is disseminated to the public.

~~Not~~ITEM ~~applicable~~2. PROPERTIES

21We currently maintain our principal executive office at Rm 205, 2/F, Building 17, Yard 1, Li Ze Road, Feng Tai District, Beijing 100073, China, which expired on December 31, 2024. The current monthly rent is RMB2,000 (approximately $282).

~~PART~~As IIof December 31, 2024, the Company has a total two separate operating lease agreements for three office spaces in PRC with remaining lease terms of from 12 months to 18 months.

~~ITEM~~For 5.more ~~MARKET~~information ~~FOR~~on ~~REGISTRANT’S~~operating ~~COMMON EQUITY~~lease, ~~RELATED~~see ~~STOCKHOLDER~~Note ~~MATTERS~~13 ~~AND~~of ~~ISSUER~~the ~~PURCHASES~~accompanying OFconsolidated ~~EQUITY~~financial ~~SECURITIES~~statements.

~~Our~~ITEM ~~common~~3. ~~stock~~LEGAL ~~is currently quoted on the OTC Pink under the trading symbol “EZOO”.~~PROCEEDINGS

~~Trading~~From time to time, we maybe involve in ~~stocks~~various ~~quoted~~lawsuits onand legal proceedings which arise in the ~~OTC~~ordinary ~~market~~course of business. Litigation is subject ~~often~~to ~~thin~~inherent uncertainties, and isan ~~characterized~~adverse byresult ~~wide~~in ~~fluctuations~~these inor ~~trading~~other ~~prices~~matters ~~due~~may toarise ~~many~~from ~~factors~~time to time that may ~~have~~harm ~~little~~our tobusiness. Currently dothere ~~with~~are ano ~~company’s~~pending ~~operations~~legal proceedings or claims that we believe will have a material adverse effect on our business, ~~prospects~~financial condition or operating results. WeNone ~~cannot~~of ~~assure~~our ~~you~~directors, ~~that~~officers ~~there~~or ~~will~~affiliates beis involved in a ~~market~~proceeding ~~for~~adverse to our business or ~~common~~has ~~stock~~a inmaterial ~~the~~interest ~~future~~adverse to our business.

~~Holders~~ITEM 4. MINE SAFETY DISCLOSURES

AsNot ~~of April 5, 2024, we had 119,956,826 shares of our Common Stock par value, $~~applicable.~~0001 issued and outstanding. There were 163 beneficial owners of our Common Stock.~~

~~Transfer Agent and Registrar~~21

~~The~~PART ~~transfer agent for our capital stock is Vstock Transfer, LLC, with an address at 18 Lafayette Place, Woodmere, NY 11598 and telephone number is 212-828-8436.~~II

~~Penny~~ITEM ~~Stock~~5. ~~Regulations~~MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

~~The Securities and Exchange Commission has adopted regulations which generally define “penny stock” to be an equity security that has a market price of less than $5.00 per share.~~ Our ~~Common Stock, when and if a trading market develops, may fall within the definition~~ ofcommon ~~penny~~ stock ~~and~~is becurrently ~~subject~~quoted ~~to rules that impose additional sales practice requirements~~ on ~~broker-dealers~~the ~~who~~OTC ~~sell~~Pink ~~such~~under ~~securities to~~the ~~persons~~trading ~~other~~symbol ~~than established customers and accredited investors (generally those with assets in excess of $1,000,000, or annual incomes exceeding $200,000 individually, or $300,000, together with their spouse)~~“EZOO”.

~~For~~Trading ~~transactions~~in ~~covered~~stocks byquoted ~~these~~on ~~rules,~~ the ~~broker-dealer~~OTC ~~must~~market ~~make~~is aoften ~~special~~thin ~~suitability~~and ~~determination~~is ~~for~~characterized ~~the~~by ~~purchase~~wide offluctuations ~~such~~in ~~securities and~~trading ~~have~~prices ~~received~~due ~~the purchaser’s prior written consent~~ to ~~the~~many ~~transaction.~~factors ~~Additionally, for any transaction, other than exempt~~that ~~transactions,~~may ~~involving~~have alittle ~~penny stock, the rules require the delivery, prior~~ to ~~the~~do ~~transaction,~~with of a risk disclosure document mandated by the Securities and Exchange Commission relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealercompany’s ~~presumed~~operations ~~control~~or ~~over~~business ~~the market~~prospects. ~~Finally,~~We ~~monthly statements~~cannot ~~must~~assure beyou ~~sent~~that ~~disclosing~~there ~~recent~~will ~~price~~be ~~information~~a ~~for the penny stock held in the account and information on the limited~~ market in ~~penny~~for ~~stocks. Consequently, the “penny stock” rules may restrict the ability of broker-dealers to sell~~ our ~~Common Stock~~ ~~and~~common ~~may~~stock ~~affect the ability of investors to sell their Common Stock~~ in the ~~secondary market~~future.

In addition to the “penny stock” rules promulgated by the Securities and Exchange Commission, the Financial Industry Regulatory Authority (“FINRA”) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit the investors’ ability to buy and sell our stock.Holders

~~Dividend~~As ~~Policy~~of May 15, 2025, we had 119,956,826 shares of our Common Stock par value, $.0001 issued and outstanding. There were 163 beneficial owners of our Common Stock.

~~Any~~Transfer ~~future~~Agent ~~determination as to the declaration~~ and payment of dividends on shares of our Common Stock will be made at the discretion of our board of directors out of funds legally available for such purpose. We are under no contractual obligations or restrictions to declare or pay dividends on our shares of Common Stock. In addition, we currently have no plans to pay such dividends. Our board of directors currently intends to retain all earnings for use in the business for the future.Registrar

~~Equity~~The ~~Compensation~~transfer ~~Plan~~agent ~~Information~~for our capital stock is Vstock Transfer, LLC, with an address at 18 Lafayette Place, Woodmere, NY 11598 and telephone number is 212-828-8436.

~~Currently,~~Penny ~~there~~Stock ~~is no equity compensation plan in place.~~Regulations

~~Purchases~~The Securities and Exchange Commission has adopted regulations which generally define “penny stock” to be an equity security that has a market price of ~~Equity~~less ~~Securities~~than by$5.00 per share. Our Common Stock, when and if a trading market develops, may fall within the ~~Registrant~~definition of penny stock and ~~Affiliated~~be ~~Purchasers~~subject to rules that impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000, or annual incomes exceeding $200,000 individually, or $300,000, together with their spouse).

WeFor transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of such securities and have ~~not~~received ~~repurchased~~the purchaser’s prior written consent to the transaction. Additionally, for any ~~shares~~transaction, other than exempt transactions, involving a penny stock, the rules require the delivery, prior to the transaction, of ~~our~~a ~~common~~risk disclosure document mandated by the Securities and Exchange Commission relating to the penny stock ~~during~~market. The broker-dealer also must disclose the ~~fiscal~~commissions ~~year~~payable to ~~ended~~both ~~December~~the 31broker-dealer and the registered representative, ~~2023~~current quotations for the securities and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market. Finally, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. Consequently, the “penny stock” rules may restrict the ability of broker-dealers to sell our Common Stock and may affect the ability of investors to sell their Common Stock in the secondary market.

22In addition to the “penny stock” rules promulgated by the Securities and Exchange Commission, the Financial Industry Regulatory Authority (“FINRA”) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit the investors’ ability to buy and sell our stock.

~~ITEM~~Dividend ~~6. SELECTED FINANCIAL DATA~~Policy

WeAny ~~are~~future adetermination ~~smaller~~as ~~reporting~~to ~~company~~the asdeclaration ~~defined~~and bypayment ~~Rule~~of ~~12b-2~~dividends on shares of our Common Stock will be made at the ~~Securities~~discretion ~~Exchange~~of ~~Act~~our board of ~~1934~~directors ~~and~~out of funds legally available for such purpose. We are ~~not~~under ~~required~~no contractual obligations or restrictions to ~~provide~~declare or ~~the~~pay ~~information~~dividends on our shares of Common Stock. In addition, we currently have no plans to pay such dividends. Our board of directors ~~under~~currently ~~this~~intends ~~item~~to retain all earnings for use in the business for the future.

~~ITEM~~Equity 7.Compensation ~~MANAGEMENT’S~~Plan ~~DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~Information

~~The following discussion should be read in conjunction with our financial statements~~Currently, ~~including the notes thereto, appearing elsewhere in~~ ~~this~~there ~~Annual~~is ~~Report.~~no ~~The~~equity ~~following~~compensation ~~discussion~~plan ~~contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed~~ in ~~the forward- looking statements~~place. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this Report. Our audited financial statements are stated in U.S. Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

~~Company~~Purchases ~~Overview~~of Equity Securities by the Registrant and Affiliated Purchasers

~~Ezagoo~~We ~~Limited~~have ~~(“the~~not ~~Company”~~repurchased orany ~~“EZAGOO”),~~shares ~~was incorporated in the State~~ of Nevada on May 9, 2018. The Company’s revenues were mainly generated from providing advertising services on the bus, and Xindian application that developed the Company (“advertisement income”). We’re planned to expand our ~~brand~~common tostock ~~attract~~during ~~more potential users and customers as we met~~ the ~~bottleneck~~fiscal ~~when~~year ~~we transformed~~ended ~~the traditional bus advertising to our Xindian platform since January 1, 2022 (as the Changsha government decided to merger and control all the local bus themselves that effected on~~ December 2831, ~~2021)~~2024. However, due to the high-level market competitive (Tiktok, RED etc.), the effect of the Covid-19, and the unsatisfactory operating dates, the Company decided to shut down the operation of Xindian Application effective from April 2023.

For the year ended December 31, 2023, the Company’s revenue mainly 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”), and providing e-commerce value-added service in LSM WeChat Application which is also subscribed from Weimob (微盟集团, HK02013) (“commission income”, that the Company only generated income till March 2023 now, as the Customer is updating they’re products line since April 2023 and they plan to launch their new products during January 2024).22

~~Results~~ITEM of6. ~~Operations~~SELECTED FINANCIAL DATA

~~For~~We ~~the~~are ~~year~~a ~~ended~~smaller ~~December~~reporting ~~31,~~company ~~2023~~as ~~compared~~defined ~~with~~by Rule 12b-2 of the ~~year~~Securities ~~ended~~Exchange ~~December~~Act ~~31,~~of ~~2022~~1934 and are not required to provide the information under this item.

~~Revenue~~ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

	For the year ended December 31,
	2023		2022
	(Audited)		(Audited)
REVENUES	$		$
Advertisement income of mobile short video		-		235,699
Trading income of e-commerce business		119,302		49,749
Commission income
-Commission income of e-commerce business (including of $0 and $9 from related party for the years ended December 31, 2023 and 2022, respectively)		47,094		9
-Commission income of other value-added services		-		597
	$	166,396	$	286,054

The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this Annual Report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward- looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this Report. Our audited financial statements are stated in U.S. Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

~~The~~ Company ~~generated revenue of $166,396 for the year ended December 31, 2023 as compared to revenue of $286,054 for the year ended December~~ 31, 2022. Related party revenue was $0 in 2023, whereas 2023 had $9 related party revenue. Such decrease was mainly reflected in absence of advertisement income, the Company suffered from the Covid-19, and we met the bottleneck when we transformed the traditional bus advertising to our Xindian platform since January 1, 2022. We’re planned to expand our brand to attract more potential users and customers, however, due to the high-level market competitive (Tiktok, RED etc.) and the unsatisfactory operating date, the Company decided to shut down the Xindian Application effective from April 2023. And we’ll focus on the operation of the ZCZX and LSM WeChat applications since then.Overview

~~Costs~~Ezagoo Limited (“the Company” or “EZAGOO”), was incorporated in the State of Nevada on May 9, 2018. The Company’s revenues were mainly generated from providing advertising services on the bus, and ~~Expenses~~Xindian application that developed the Company (“advertisement income”). We’re planned to expand our brand to attract more potential users and customers as we met the bottleneck when we transformed the traditional bus advertising to our Xindian platform since January 1, 2022 (as the Changsha government decided to merger and control all the local bus themselves that effected on December 28, 2021). However, due to the high-level market competitive (Tiktok, RED etc.), the effect of the Covid-19, and the unsatisfactory operating dates, the Company decided to shut down the operation of Xindian Application effective from April 2023.

~~Our~~For ~~cost~~the ~~structure~~year ~~has~~ended ~~two~~December ~~components:~~31, ~~cost~~2023, the Company’s revenue mainly from providing e-commerce trading of ~~revenues~~goods and ~~operating~~products ~~expenses~~on ofZCZX WeChat $1Application that is subscribed from Weimob (微盟集团,~~075~~ HK02013) (“trading income”),~~412~~ and $1providing e-commerce value-added service in LSM WeChat Application which is also subscribed from Weimob (微盟集团,~~459~~ HK02013) (“commission income”,~~530~~ ~~for~~that the ~~years~~Company ~~ended~~only ~~December 31~~generated income till March 2023 now, as the Customer is updating they’re products line since April 2023 and ~~2022,~~they ~~respectively~~plan to launch their new products during January 2024).

~~Cost~~Results of ~~revenues~~Operations

~~Cost~~For ofthe ~~revenues~~year isended ~~comprised~~December ~~of short video produce costs~~31, ~~costs~~2024 ofcompared ~~goods~~with ~~sold~~the ~~and~~year ~~sales~~ended ~~commission~~December 31, ~~salaries and related costs.~~2023

● Short video produce costs of $0 and $5,334 for the years ended December 31, 2023 and 2022, respectively, which are outsourcing to the related party. ● Costs of goods sold and sales commission expenses of $108,720 and $44,661 for the years ended December 31, 2023 and 2022, respectively, which for the e-commerce trading of health and beauty products in ZCZX WeChat applications. ● Salaries and related costs of $156,758 and $196,970 for the years ended December 31, 2023 and 2022, respectively, which are the compensation expenses for technical employees responsible for R&D, software’s and online database expenses related to ZCZX and LSM WeChat applications.Revenue

	For the year ended December 31,
	2024		2023
	(Audited)		(Audited)
REVENUES	$
Trading income of e-commerce business		119,068		119,302
Commission income
-Commission income of e-commerce business (including of $0 and $0 from related party for the years ended December 31, 2024 and 2023, respectively)		6,127		47,094
	$	125,195	$	166,396

~~Operating~~The ~~Expenses~~Company generated revenue of $125,195 for the year ended December 31, 2024 as compared to revenue of $166,396 for the year ended December 31, 2023. Related party revenue was $0 in 2024, whereas 2023 had $0 related party revenue. Such decrease was mainly reflected in the LSM platform ceased operations and the platform commission income decrease . We’re planned to expand our brand to attract more potential users and customers, however, due to the high-level market competitive (Tiktok, RED etc.) and the unsatisfactory operating date, the Company decided to shut down the Xindian Application effective from April 2023. And we’ll focus on the operation of the ZCZX WeChat applications since then.

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

●Our cost ~~The~~structure ~~main~~has two components: cost of ~~our~~revenues ~~sales~~ and ~~marketing~~operating expenses of $~~112~~746,~~409~~012and ~~and~~ $~~136~~1,~~186~~075,412 for the years ended December 31, 2024 ~~2023~~ and ~~2022~~2023, respectively~~, are:~~.

a.Cost of ~~Compensation expenses for employees engaged in sales and marketing;~~revenues

●Cost of ~~The~~revenues ~~main~~is ~~components~~comprised of ~~our~~short ~~general~~video ~~and~~produce ~~administrative~~costs, ~~expenses~~costs of ~~$697,525~~goods sold and ~~$1,076,379~~sales ~~for the years ended December 31~~commission, ~~2023~~salaries and ~~2022,~~related ~~respectively, are:~~costs.

a. Compensation expenses for employees in financial, human resources, and other administrative support functions; b. Professional services fees, including audit, consulting, outside legal service. c. Office expenses, including rent and rate, etc.

	●	Costs of goods sold and sales commission expenses of $115,964and $108,720 for the years ended December 31, 2024 and 2023, respectively, which for the e-commerce trading of health and beauty products in ZCZX WeChat applications.
	●	Salaries and related costs of $22,082 and $156,758 for the years ended December 31, 2024 and 2023, respectively, which are the compensation expenses for technical employees responsible for R&D, software’s and online database expenses related to ZCZX and LSM WeChat applications.

~~Net Loss~~23

~~The~~Operating net loss of $907,126 for the year ended December 31, 2023 as compared to net loss for the year was $1,253,608 for the year ended December 31, 2022. Such decrease of net loss mainly derived from the less staffs’ salaries in year 2023.Expenses

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

~~As of~~● ~~December~~The ~~31,~~main ~~2023,~~components ~~we had a working capital deficit~~ of ~~$3,153,392~~our assales ~~compared~~and tomarketing ~~working~~expenses ~~capital deficit~~ of $~~2,458,666~~ ~~as of December 31~~123,094 ~~2022. The increase in working capital deficit was reflected in advanced from related parties for operating use,~~ and ~~the repayment from the related party. The Company’s net loss of~~ $~~907~~112,~~126~~409 ~~and $1,253,608~~ for the years ended December 31, ~~2023~~2024 and ~~2022~~2023, respectively., are:

~~Cash Flow~~a. ~~from~~Compensation ~~Operating~~expenses ~~Activities~~for employees engaged in sales and marketing;

~~Net cash~~● ~~used~~The inmain ~~operating~~components ~~activities~~of ~~for~~our ~~the~~general ~~year~~and ~~ended~~administrative ~~December~~expenses ~~31,~~of ~~2023 was~~ $1482,~~104,350~~872and ~~as compared to net cash used in operating activities of~~ $1697,~~125,692~~525 for the ~~year~~years ended December 31, ~~2022,~~2024 ~~reflecting~~and a2023, ~~decrease of $21~~respectively,~~342.~~ ~~Such decrease was mainly reflected in lesser net loss in year 2023 compare to net loss in year 2022.~~are:

~~Cash Flow~~a. ~~from~~Compensation ~~Investing~~expenses ~~Activities~~for employees in financial, human resources, and other administrative support functions; b. Professional services fees, including audit, consulting, outside legal service. c. Office expenses, including rent and rate, etc.

Net ~~cash used in investing activities for the year ended December 31 2023, and 2022, was $0 and $0, respectively.~~Loss

~~Cash~~The ~~Flow~~net loss of $585,330 for the year ended December 31, 2024 as compared to net loss for the year was $907,126 for the year ended December 31, 2023. Such decrease of net loss mainly derived from ~~Financing~~the ~~Activities~~less staffs’ salaries in year 2024.

~~Net~~Liquidity ~~cash~~and ~~generated~~Capital from financing activities for the year ended December 31, 2023 was $938,281 as compared to net cash generated from financing activities of $1,007,624 for the year ended December 31, 2022, reflecting a decrease of $69,343. Such decrease was mainly reflected in lesser advances from the related parties for operating use during the year 2023.Resources

~~The~~As ~~revenues,~~of ifDecember ~~any~~31, ~~generated~~2024, ~~from~~we ~~our~~had ~~current~~a ~~business~~working ~~operations~~capital ~~alone~~deficit ~~may~~of ~~not~~$3,566,393.00 beas ~~sufficient~~compared to ~~fund~~working ~~our operations or planned growth. We will likely require additional~~ capital todeficit ~~continue~~of ~~to operate our business~~$3,153,392 ~~and~~as ~~to further expand our business. Sources~~ of ~~additional~~December ~~capital through various financing transactions or arrangements with third parties may include equity or debt financing~~31, ~~bank loans or revolving credit facilities~~2023. WeThe ~~may~~increase ~~not be successful~~ in ~~locating~~working ~~suitable~~capital ~~financing~~deficit ~~transactions~~was reflected in ~~the~~advanced ~~time~~from ~~period~~related ~~required~~parties orfor atoperating ~~all~~use, and wethe ~~may~~repayment from ~~not obtain~~ the ~~capital~~related ~~we require by other means~~party. ~~Our~~The ~~inability~~Company’s tonet ~~raise~~loss ~~additional~~of ~~funds~~$585,330 ~~when~~and ~~required~~$907,126 ~~may~~for ~~have~~the ayears ~~negative impact~~ended onDecember ~~our operations~~31, ~~business~~2024 ~~development~~ and ~~financial~~2023, ~~results~~respectively.

~~Critical~~Cash ~~accounting~~Flow ~~estimates~~from Operating Activities

~~Use~~Net cash used in operating activities for the year ended December 31, 2024 was $ 352,944 as compared to net cash used in operating activities of ~~estimates~~$1,104,350 for the year ended December 31, 2023, reflecting a decrease of $ 431,017 . Such decrease was mainly reflected in lesser net loss in year 2024 compare to net loss in year 2023.An increase in current, and An increase in current payments.

InNet ~~preparing~~cash ~~these~~used ~~consolidated~~in ~~financial~~investing ~~statements,~~activities ~~management~~for ~~makes~~the ~~estimates~~year ~~and~~ended ~~assumptions~~December ~~that~~31 ~~affect~~2024, ~~the reported amounts of assets~~ and ~~liabilities~~2023, inwas ~~the~~$0 ~~balance sheets~~ and ~~revenues~~$0, ~~and expenses during the periods reported~~respectively. ~~Actual results may differ from these estimates.~~

24Cash Flow from Financing Activities

~~Foreign~~Net ~~currencies~~cash ~~translation~~generated ~~and~~from ~~re-measurement~~financing activities for the year ended December 31, 2024 was $ 535,023 as compared to net cash generated from financing activities of $938,281 for the year ended December 31, 2023, reflecting a decrease of $ 403,258. Such decrease was mainly reflected in lesser advances from the related parties for operating use during the year 2024.

~~Transactions~~The ~~denominated~~revenues, inif ~~currencies~~any, ~~other~~generated ~~than~~from ~~the~~our ~~functional~~current ~~currency~~business ~~are~~operations ~~translated~~alone ~~into~~may ~~the~~not ~~functional~~be ~~currency~~sufficient atto ~~the~~fund ~~exchange~~our ~~rates~~operations ~~prevailing~~or planned growth. atWe ~~the~~will ~~dates~~likely ofrequire ~~the~~additional ~~transaction.~~capital ~~Monetary~~to ~~assets~~continue to operate our business, and ~~liabilities~~to ~~denominated~~further inexpand ~~currencies~~our ~~other~~business. ~~than~~Sources ~~the~~of ~~functional~~additional capital ~~currency~~through ~~are~~various ~~translated~~financing transactions or arrangements with third parties may include equity or debt financing, bank loans or ~~into~~revolving ~~the~~credit ~~functional~~facilities. ~~currency~~We ~~using~~may not be successful in locating suitable financing transactions in the ~~applicable~~time ~~exchange~~period ~~rates~~required or at all, and we may not obtain the ~~balance~~capital ~~sheet~~we ~~dates~~require by other means. ~~The~~Our ~~resulting~~inability ~~exchange~~to ~~differences~~raise ~~are~~additional ~~recorded in~~funds ~~the~~when ~~statements~~required ofmay have a negative impact on our operations, business development and ~~comprehensive~~financial ~~income~~results.

~~The~~Critical ~~reporting~~accounting currency of the Company is United States Dollars (“US$”) and the accompanying financial statements have been expressed in US$. 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.estimates

InUse ~~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.estimates

~~Translation~~In ofpreparing ~~amounts~~these ~~from~~consolidated ~~RMB~~financial ~~into~~statements, ~~US$1~~management ~~has~~makes ~~been~~estimates ~~made~~and atassumptions that affect the ~~following~~reported ~~exchange~~amounts ~~rates~~of ~~for~~assets and liabilities in the ~~respective~~balance sheets and revenues and expenses during the periods: reported. Actual results may differ from these estimates.

	As of and for the year ended December 31,
	2023		2022
Period-end RMB: US$1 exchange rate		7.10		6.91
Period-average RMB: US$1 exchange rate		7.08		6.73
Period-end HK$: US$1 exchange rate		7.81		7.81
Period-average HK$: US$1 exchange rate		7.83		7.83

~~Cash~~Foreign ~~and~~currencies ~~cash~~translation ~~equivalents~~and re-measurement

~~The~~Transactions ~~Company~~denominated ~~considers~~in ~~all~~currencies ~~highly~~other ~~liquid~~than ~~instruments~~the ~~with~~functional acurrency ~~maturity~~are oftranslated ~~three~~into ~~months~~the orfunctional ~~less~~currency at the ~~time~~exchange rates prevailing at the dates of ~~issuance~~the totransaction. beMonetary ~~cash~~assets ~~equivalents~~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.

~~Lease~~The reporting currency of the Company is United States Dollars (“US$”) and the accompanying financial statements have been expressed in US$. 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.

~~The~~In ~~Company~~general, ~~accounts~~ for ~~its~~consolidation ~~leases~~purposes, inassets ~~accordance~~and ~~with~~liabilities ~~ASC~~of ~~842~~its ~~Leases.~~subsidiaries ~~The~~whose ~~Company~~functional ~~leases~~currency ~~office~~is ~~space.~~not ~~The~~US$ ~~Company~~are ~~concludes~~translated ~~on whether~~into anUS$, ~~arrangement~~in isaccordance awith ~~lease~~ASC atTopic ~~inception.~~830-30, ~~This~~“Translation ~~determination~~of asFinancial toStatement”, ~~whether~~using anthe ~~arrangement~~exchange ~~contains~~rate ~~a lease is based~~ on anthe ~~assessment~~balance assheet todate. ~~whether~~Revenues aand ~~contract~~expenses ~~conveys~~are ~~the~~translated ~~right~~at toaverage ~~the~~rates ~~Company~~prevailing toduring ~~control~~ the ~~use~~period. ofThe ~~identified~~gains ~~property,~~and ~~plant~~losses orresulting ~~equipment~~from ~~for period~~ translation of ~~time in~~financial ~~exchange~~statements ~~for consideration. Leases with an initial term~~ of 12foreign ~~months~~subsidiary ~~or less~~ are ~~not~~ recorded onas ~~the~~a ~~balance~~separate ~~sheet.~~component ~~The~~of ~~Company~~accumulated ~~recognizes these~~other ~~lease~~comprehensive ~~expenses~~income on(loss) awithin the ~~straight-line~~statements ~~basis~~of ~~over~~stockholders’ ~~the lease term~~deficit.

~~The~~Translation ~~Company has assessed its contracts and concluded that its leases consist~~ of ~~only~~amounts ~~operating~~from ~~leases.~~RMB ~~Operating~~into ~~leases~~US$1 ~~are~~has ~~included~~been inmade ~~operating lease~~at ~~right-of-use~~the ~~(ROU)~~following ~~assets,~~exchange ~~current~~rates ~~portion~~for ~~of operating lease liabilities, and operating lease liabilities in~~ the ~~Company’s consolidated~~respective ~~balance sheets.~~periods:

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. Operating lease ROU assets and 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 operating lease 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.

	As of and for the year ended December 31,
	2024		2023
Period-end RMB: US$1 exchange rate		7.30		7.10
Period-average RMB: US$1 exchange rate		7.20		7.08
Period-end HK$: US$1 exchange rate		7.77		7.81
Period-average HK$: US$1 exchange rate		7.81		7.83

25Cash and cash equivalents

~~Revenue~~The ~~recognition~~Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.

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

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 years ended December 31, 2023 and 2022.
	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.

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.

~~Under~~The ~~Topic~~Company ~~606,~~has ~~revenues~~assessed ~~are~~its ~~recognized~~contracts ~~when~~and ~~the~~concluded ~~promised~~that ~~services~~its ~~and~~leases ~~goods~~consist ~~have~~of ~~been~~only ~~confirmed~~operating ~~and~~leases. ~~transferred~~Operating toleases ~~the~~are ~~consumers~~included in ~~amounts~~operating ~~that~~lease ~~reflect~~right-of-use ~~the~~(ROU) ~~consideration~~assets, ~~the~~current ~~customer~~portion ~~expects~~of tooperating belease ~~entitled~~liabilities, toand inoperating ~~exchange~~lease ~~for~~liabilities ~~those~~in ~~services.~~the ~~The~~ Company ~~presents value added~~’s ~~taxes~~consolidated ~~(“VAT”)~~balance ~~as reductions of revenues~~sheets. ~~The Company recognizes revenues net of value added taxes (“VAT”) and relevant charges.~~

~~During~~ROU ~~the~~assets ~~year~~represent ~~2023,~~ the Company’s ~~revenues~~right ~~were~~to ~~mainly~~use ~~generated~~an ~~from~~underlying ~~providing~~asset ~~e-commerce~~for ~~trading~~the oflease ~~goods~~term and ~~products~~lease onliabilities ~~ZCZX~~represent ~~WeChat~~the Company’s ~~Application~~obligation ~~that~~to ismake ~~subscribed~~lease payments arising from ~~Weimob~~the ~~(微盟集团,~~lease. ~~HK02013)~~Operating ~~(“trading~~lease ~~income”),~~ROU assets and ~~providing~~liabilities are recognized at commencement date ~~e-commerce~~based on the present value~~-added~~ ~~service~~of inlease ~~LSM~~payments ~~WeChat~~over ~~Application~~the ~~which~~lease isterm. ~~also~~As ~~subscribed~~most ~~from~~of ~~Weimob~~the ~~(微盟集团,~~Company’s ~~HK02013) (“commission~~leases ~~income”,~~do ~~that~~not provide an implicit rate, the Company ~~only~~determines ~~generated~~an ~~income~~incremental ~~till~~borrowing ~~March~~rate ~~2023~~based ~~now,~~on asthe information available at commencement date in determining the ~~Customer~~present value isof ~~updating~~lease ~~they~~payments. The Company’res incremental borrowing rate is a hypothetical rate based on its understanding of what its ~~products~~credit ~~line~~rating ~~since~~would ~~April~~be. ~~2023~~The operating lease ROU asset also includes any lease payments made and ~~they~~excludes ~~plan~~lease toincentives. ~~launch~~Lease ~~their~~expense for ~~new~~lease ~~products~~payments ~~during~~is ~~January~~recognized ~~2024)~~on a straight-line basis over the lease term.

~~Cost of revenues~~25

~~Cost~~Revenue ~~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.~~recognition

26The Company assesses and follows the guidance of ASC 606, revenue from contracts with customers is recognized using the following five steps:

Income taxes

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 years ended December 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.

~~The~~Under ~~Company~~Topic ~~followed the liability method of accounting for income taxes in accordance with ASC 740~~606, ~~Income~~revenues ~~Taxes,~~are orrecognized ~~ASC~~when ~~740.~~the ~~Under~~promised ~~this method,~~services ~~deferred tax assets~~ and ~~liabilities~~goods ~~are~~have ~~determined~~been ~~based~~confirmed onand ~~the~~transferred ~~difference~~to ~~between~~ the ~~financial~~consumers ~~reporting~~in ~~and tax bases of assets~~amounts ~~and~~that ~~liabilities~~reflect ~~using~~the ~~enacted~~consideration ~~tax~~the ~~rates~~customer ~~that~~expects ~~will~~to be inentitled ~~effect~~to in ~~the~~exchange ~~period~~for inthose ~~which the differences are expected to reverse~~services. The Company ~~recorded~~ apresents ~~valuation~~value ~~allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not~~added ~~that~~taxes ~~some~~(“VAT”) ~~portion,~~as orreductions ~~all,~~ of ~~the deferred tax assets will not be realized~~revenues. The ~~effect~~Company onrecognizes ~~deferred~~revenues ~~taxes~~net of avalue ~~change~~added intaxes ~~tax~~(“VAT”) ~~rate is recognized~~and inrelevant ~~tax expense in the period that includes the enactment date of the change in tax rate~~charges.

~~The~~During ~~Company~~the ~~accounted~~year ~~for~~2023, ~~uncertainties~~the inCompany’s ~~income~~revenues ~~taxes~~were inmainly ~~accordance~~generated ~~with~~from ~~ASC~~providing ~~740.~~e-commerce ~~Interest~~trading of goods and ~~penalties~~products ~~related~~on toZCZX ~~unrecognizable~~WeChat Application ~~tax~~that is subscribed from Weimob (微盟集团, HK02013) (“trading income”), and providing ~~benefit~~e-commerce ~~recognized~~value-added service in ~~accordance~~LSM ~~with~~WeChat ~~ASC~~Application ~~740~~which ~~are~~is ~~classified~~also insubscribed from Weimob (微盟集团, HK02013) (“commission income”, that the ~~consolidated~~Company ~~statements~~only ofgenerated ~~comprehensive~~income ~~loss~~till March 2023 now, as ~~income~~the ~~tax~~Customer ~~expense~~is updating they’re products line since April 2023 and they have been launch their new products in January 2024).

~~Earnings~~Cost ~~per~~of ~~share~~revenues

~~The~~Cost ~~Company~~of ~~computes~~revenue ~~earnings~~includes ~~per~~costs ~~share~~of ~~(“EPS”)~~goods insold ~~accordance~~and ~~with~~sales ~~ASC~~commissions ~~Topic~~expenses ~~260,~~of ~~“Earnings~~e-commerce ~~per~~trading ~~share”.~~in ~~Basic~~ZCZX, ~~EPS is measured as~~ the ~~income~~operating orsalaries ~~loss available to common shareholders divided by the weighted average common shares outstanding~~ for the ~~period.~~staffs ~~Diluted~~who ~~EPS~~running ~~is similar to basic EPS but presents~~ the ~~dilutive~~ZCZX ~~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~~LSM. ~~Any potential common shares in 2023 and 2022 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.~~

~~Related party transaction~~26

AIncome 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.taxes

~~Transactions~~The ~~involving~~Company ~~related~~followed ~~parties~~the ~~cannot~~liability bemethod ~~presumed~~of toaccounting befor ~~carried~~income ~~out~~taxes onin anaccordance ~~arm’s-length~~with ~~basis~~ASC 740, asIncome Taxes, or ASC 740. Under this method, deferred tax assets and liabilities are determined based on the ~~requisite~~difference ~~conditions~~between the financial reporting and tax bases of ~~competitive,~~assets ~~free~~and ~~market~~liabilities ~~dealings~~using ~~may~~enacted ~~not~~tax ~~exist~~rates that will be in effect in the period in which the differences are expected to reverse. ~~Representations~~The ~~about~~Company recorded ~~transactions~~a ~~with~~valuation ~~related~~allowance ~~parties,~~to offset deferred tax assets if ~~made~~based on the weight of available evidence, ~~shall~~it is more-likely-than-not that ~~imply~~some ~~that~~portion, or all, of the ~~related party~~deferred ~~transactions~~tax ~~were~~assets ~~consummated~~will not be realized. The effect on ~~terms~~deferred ~~equivalent~~taxes toof ~~those~~a ~~that~~change ~~prevail~~in tax rate is recognized in ~~arm’s-length~~tax ~~transactions~~expense ~~unless~~in ~~such~~the ~~representations can~~period bethat ~~substantiated~~includes the enactment date of the change in tax rate.

~~Recent~~The ~~accounting~~Company ~~pronouncements~~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.

~~The~~Earnings ~~Company~~per has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.share

27The 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.

~~Going~~Related ~~Concern~~party transaction

~~The~~A ~~accompanying~~related ~~financial~~party ~~statements~~is ~~have~~generally ~~been~~defined ~~prepared~~as ~~using~~(i) ~~the~~any ~~going~~person ~~concern~~that ~~basis~~holds 10% or more of ~~accounting,~~the ~~which~~Company’s ~~contemplates~~securities and their immediate families, (ii) the ~~realization~~Company’s management, (iii) someone that directly or indirectly controls, is controlled by or is under common control ofwith ~~assets~~the ~~and~~Company, or (iv) anyone who can significantly influence the ~~satisfaction~~financial ofand ~~liabilities~~operating indecisions of the ~~normal~~Company. ~~course~~A transaction is considered to be a related party transaction when there is a transfer of ~~business~~resources or obligations between related parties.

AsTransactions ofinvolving ~~December~~related ~~31,~~parties ~~2023,~~cannot ~~the~~be ~~Company~~presumed ~~suffered~~to anbe ~~accumulated~~carried ~~deficit~~out ofon ~~$4,738,914~~an ~~and~~arm’s-length ~~operated~~basis, aas ~~net~~the ~~loss~~requisite conditions of ~~$907~~competitive,~~126.~~ free ~~The~~market ~~continuation of~~dealings ~~the~~may ~~Company~~not asexist. aRepresentations ~~going~~about ~~concern~~transactions ~~through~~with ~~December~~related 31parties, ~~2023~~if ismade, ~~dependent~~shall ~~upon~~not ~~improving~~imply ~~the~~that ~~profitability and~~ the ~~continuing financial~~related ~~support~~party ~~from~~transactions ~~its~~were ~~stockholders.~~consummated ~~Management~~on ~~believes~~terms ~~the~~equivalent ~~existing~~to ~~shareholders~~those orthat ~~external~~prevail ~~financing~~in ~~will provide the additional cash to meet the Company~~arm’s-length ~~obligations~~transactions asunless ~~they~~such ~~become~~representations can ~~due~~be substantiated.

~~These~~Recent ~~and~~accounting 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.pronouncements

~~Off-Balance~~The ~~Sheet~~Company ~~Arrangements~~has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.

As of December 31, 2023, 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.27

~~ITEM~~Going ~~7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~Concern

WeThe ~~are~~accompanying afinancial ~~smaller~~statements ~~reporting~~have ~~company~~been asprepared ~~defined~~using bythe ~~Rule~~going ~~12b-2~~concern basis of ~~the~~accounting, ~~Securities~~which ~~Exchange~~contemplates ~~Act~~the realization of ~~1934~~assets and ~~are~~the ~~not~~satisfaction ~~required~~of toliabilities ~~provide~~in the ~~information under~~normal ~~this~~course ~~item~~of business.

~~ITEM~~As 8of December 31, 2024, the Company suffered an accumulated deficit of $5,324,244, net current liabilities of $3,566,393, negative operating cashflows of $620,934 and operated a net loss of $585,330. ~~FINANCIAL~~continuation ~~STATEMENTS~~of ~~AND~~the ~~SUPPLEMENTARY~~Company ~~DATA~~as a going concern through December 31, 2024 is dependent upon improving the profitability and the continuing financial support from its stockholders. Management believes the existing shareholders or external financing will provide the additional cash to meet the Company’s obligations as they become due.

~~The~~These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do ~~required~~not byinclude ~~this~~any ~~item~~adjustments ~~are~~to inreflect ~~PART~~the IVpossible future effects on the recoverability and classification of ~~this~~assets ~~Annual~~or ~~Report~~the amounts and classification of liabilities that may result in the Company not being able to continue as a going concern.

~~ITEM~~Off-Balance 9.Sheet ~~CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE~~Arrangements

~~The disclosure with respect to the change in our independent accountants required under this section was previously~~As ~~reported~~of asDecember ~~such~~31, ~~term~~2024, iswe ~~defined~~have inno ~~Rule~~significant ~~12b~~off-2balance ~~under~~sheet ~~the~~arrangements ~~Securities~~that ~~Exchange~~have ~~Act~~or ofare ~~1934,~~reasonably aslikely ~~amended,~~to onhave a ~~Current~~current ~~Report~~or future effect on ~~Form~~our ~~8-K filed~~financial ~~with~~condition, ~~the~~changes ~~Securities~~in ~~and~~our ~~Exchange~~financial ~~Commission~~condition, onrevenues ~~February~~or 8expenses, ~~2024.~~results Asof ~~previously~~operations, ~~reported~~liquidity, ~~there~~capital expenditures ~~were~~or nocapital ~~disagreements~~resources orthat ~~any~~are ~~reportable events~~material to ~~disclose~~our stockholders.

ITEM 9A7A. ~~CONTROLS~~QUANTITATIVE AND ~~PROCEDURES~~QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

~~Disclosures~~ITEM ~~Control~~8. ~~and~~FINANCIAL ~~Procedures~~STATEMENTS AND SUPPLEMENTARY DATA

~~Our~~The ~~management is responsible for establishing and maintaining adequate internal control over~~ financial ~~reporting.~~statements ~~Internal~~required ~~control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed~~ by, orthis ~~under~~item ~~the supervision~~are of, the Company’s principal executive and principal financial officers and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in ~~accordance~~PART ~~with~~IV ~~accounting principles generally accepted in the United States~~ of ~~America and~~this ~~includes~~Annual ~~those policies and procedures that:~~Report.

●ITEM 9. ~~Pertain~~CHANGES toIN ~~the~~AND ~~maintenance~~DISAGREEMENTS ofWITH ~~records~~ACCOUNTANTS ~~that~~ON inACCOUNTING ~~reasonable~~AND ~~detail~~FINANCIAL accurately and fairly reflect the transactions and dispositions of the assets of the Company; ● Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and ● Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.DISCLOSURE

~~Because of~~As ~~its~~previously ~~inherent limitations~~reported, ~~internal~~there ~~control~~were ~~over~~no ~~financial~~disagreements ~~reporting may not prevent~~ or ~~detect misstatements. Projections of~~ any ~~evaluation of~~reportable ~~effectiveness~~events to ~~future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate~~disclose. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

28ITEM 9A. CONTROLS AND PROCEDURES

AsDisclosure ofControls December 31, 2023, management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and SEC guidance on conducting such assessments. Based on such evaluation, the Company’s management concluded that, during the period covered by this Report, internal controls and procedures over financial reporting were not effective. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.Procedures

~~Identified~~Disclosures ~~Material~~Control ~~Weaknesses~~and Procedures

AOur ~~material~~management ~~weakness~~is inresponsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a ~~control~~process ~~deficiency~~designed by, or ~~combination~~under the supervision of, ~~control~~the ~~deficiencies,~~Company’s ~~that~~principal executive and principal financial officers and effected by the Company’s board of ~~results~~directors, inmanagement ~~more~~and ~~than~~other apersonnel, ~~remote~~to ~~likelihood~~provide ~~that~~reasonable aassurance ~~material~~regarding ~~misstatement~~the reliability of financial reporting and the preparation of financial statements ~~will~~for ~~not~~external bepurposes ~~prevented~~in oraccordance ~~detected.~~with accounting principles generally accepted in the United States of America and includes those policies and procedures that:

~~Management identified~~● Pertain to the ~~following~~maintenance ~~material~~of ~~weaknesses~~records ~~during~~that ~~its~~in ~~assessment~~reasonable detail accurately and fairly reflect the transactions and dispositions of ~~internal~~the ~~controls~~assets ~~over~~of ~~financial~~the ~~reporting~~Company; ● Provide reasonable assurance that transactions are recorded as necessary to permit preparation of ~~December~~financial 31statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; ● Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, ~~2023~~use or disposition of the Company’s assets that could have a material effect on the financial statements.

1.Because of Weits doinherent ~~not~~limitations, ~~have~~internal ancontrol ~~Audit~~over ~~Committee~~financial –reporting ~~While~~may not ~~being~~prevent ~~legally~~or ~~obligated~~detect tomisstatements. ~~have~~Projections anof ~~audit~~any ~~committee,~~evaluation of iteffectiveness isto ~~the~~future ~~management’s~~periods ~~view~~are ~~that~~subject ~~such~~to athe ~~committee,~~risk ~~including~~that acontrols ~~financial~~may ~~expert~~become ~~member,~~inadequate isbecause anof ~~utmost~~changes ~~important~~in ~~entity~~conditions, ~~level~~or ~~control over~~ that the ~~Company’s~~degree ~~financial~~of ~~statement.~~compliance ~~Currently~~with the ~~Chief~~policies ~~Executive~~or ~~Officer~~procedures ~~and~~may ~~Director~~deteriorate. ~~act~~All ininternal ~~the~~control ~~capacity~~systems, ofno ~~the~~matter ~~Audit~~how ~~Committee~~well ~~and~~designed, have ~~does~~inherent ~~not~~limitations. ~~include~~Therefore, aeven ~~member~~those ~~that~~systems isdetermined ~~considered~~ to be ~~independent~~effective ofcan ~~management to~~ provide ~~the~~only ~~necessary~~reasonable ~~oversight~~assurance ~~over~~with ~~management’s~~respect to ~~activities.~~financial 2.statement Wepreparation doand ~~not~~presentation. ~~have~~Because ~~Written~~of ~~Policies~~the &inherent ~~Procedures~~limitations ~~– Due to lack~~ of ~~written~~internal ~~policies and procedures for accounting and financial reporting~~control, ~~the~~there ~~Company~~is ~~did not establish~~ a ~~formal~~risk ~~process~~that tomaterial misstatements ~~close~~may ~~our~~not ~~books~~be ~~monthly~~prevented ~~and account for all transactions and thus failed to properly record the Private Placement~~ or ~~disclose~~detected ~~such~~on ~~transactions in its SEC filings in~~ a timely ~~manner.~~basis 3.by Weinternal ~~did~~control ~~not~~over ~~implement~~financial ~~appropriate~~reporting. ~~information technology controls – As at December 31~~However, ~~2023,~~these ~~the~~inherent limitations ~~Company~~are ~~retains~~known ~~copies~~features of ~~all~~the financial ~~data~~reporting ~~and~~process. ~~material agreements; however~~Therefore, ~~there~~it is nopossible ~~formal~~to ~~procedure~~design orinto ~~evidence of normal backup of~~ the ~~Company’s~~process ~~data~~safeguards orto reduce, ~~off-site~~though ~~storage~~not ~~of the data in the event of theft~~eliminate, ~~misplacement,~~this ~~or loss due to unmitigated factors~~risk.

Accordingly, the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the Company’s internal controls.28

As aof ~~result~~December 31, 2024, management assessed the effectiveness of our internal control over financial reporting based on the ~~material~~criteria ~~weaknesses~~for effective ~~described~~internal ~~above~~control over financial reporting established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and SEC guidance on conducting such assessments. Based on such evaluation, ~~management~~the ~~has~~Company’s management concluded that, during the ~~Company~~period ~~did~~covered ~~not~~by ~~maintain~~this ~~effective~~Report, internal ~~control~~controls and procedures over financial reporting aswere ofnot ~~December~~effective. ~~31,~~This ~~2023~~was ~~based~~due onto ~~criteria~~deficiencies ~~established~~that existed in ~~Internal~~the ~~Control—Integrated~~design ~~Framework~~or ~~issued~~operation of our internal controls byover ~~COSO~~financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.

~~Management’s~~Identified ~~Remediation~~Material ~~Initiatives~~Weaknesses

InA anmaterial ~~effort~~weakness toin ~~remediate~~internal ~~the~~control ~~identified~~over ~~material~~financial ~~weaknesses~~reporting ~~and~~is ~~other~~a ~~deficiencies~~control ~~and~~deficiency, ~~enhance~~or ~~our~~combination ~~internal~~of ~~controls~~control deficiencies, wethat results ~~have~~in ~~initiated, or~~more ~~plan~~than toa ~~initiate,~~remote ~~the~~likelihood ~~following~~that ~~series~~a material misstatement of ~~measures:~~the financial statements will not be prevented or detected.

1.Management identified ~~We plan to create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within~~ the ~~accounting~~following ~~function~~material ~~when~~weaknesses ~~funds~~during ~~are~~its ~~available~~assessment ~~to us. The accounting personnel is responsible for reviewing the financing activities, facilitate the approval~~ of ~~the~~internal ~~financing,~~controls ~~record~~over the information regarding the financing, and submit SEC filing related documents to our legal counsel in order to comply with the filing requirements of SEC. 2. We plan to prepare written policies and procedures for accounting and financial reporting toas ~~establish~~of aDecember ~~formal process to close our books monthly on an accrual basis and account for all transactions~~31, ~~including equity and debt transactions~~2024. 3. We intend to add staff members to our management team for making sure that information required to be disclosed in our reports filed and submitted under the Exchange Act is recorded, processed, summarized and reported as and when required and the staff members will have segregated responsibilities with regard to these responsibilities.

1. We ~~anticipate~~ do not have an Audit Committee – While not being legally obligated to have an audit committee, it is the management’s view that ~~these~~such ~~initiatives~~a ~~will~~committee, including a financial expert member, is an utmost important entity level control over the Company’s financial statement. Currently the Chief Executive Officer and Director act in the capacity of the Audit Committee and does not include a member that is considered to be atindependent ~~least~~of ~~partially~~management to provide the necessary oversight over management’s activities. 2. We do not have Written Policies & Procedures – Due to lack of written policies and procedures for accounting and financial reporting, ifthe Company did not ~~fully~~establish a formal process to close our books monthly and account for all transactions and thus failed to properly record the Private Placement or disclose such transactions in its SEC filings in a timely manner. 3. We did not implement appropriate information technology controls – As at December 31, ~~implemented~~2024, bythe Company retains copies of all financial data and material agreements; however, there is no formal procedure or evidence of normal backup of the ~~end~~Company’s data or off-site storage of ~~fiscal~~the ~~year~~data ~~2023~~in the event of theft, misplacement, or loss due to unmitigated factors.

~~Changes~~Accordingly, the Company concluded that these control deficiencies resulted in ~~internal~~a ~~controls~~reasonable ~~over~~possibility that a material misstatement of the annual or interim financial ~~reporting~~statements will not be prevented or detected on a timely basis by the Company’s internal controls.

~~There~~As ~~was~~a noresult ~~change~~of ~~in our internal controls over financial reporting that occurred during~~ the ~~period~~material ~~covered~~weaknesses bydescribed ~~this Report~~above, ~~which~~management has ~~materially affected~~concluded orthat isthe ~~reasonably~~Company ~~likely~~did tonot ~~materially~~maintain ~~affect,~~effective ~~our~~ internal ~~controls~~ control over financial reporting, ~~except~~as ~~that we have hired outside consultant to remediate our material weakness in lack~~ of ~~accounting~~December ~~and~~31, ~~finance~~2024 ~~personnel~~based ~~with~~on ~~technical~~criteria ~~knowledge~~established in ~~SEC~~Internal ~~rules~~Control—Integrated ~~and~~Framework ~~regulations~~issued by COSO.

~~ITEM~~Management’s ~~9B.~~Remediation ~~OTHER INFORMATION~~Initiatives

~~None.~~In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:

291. We plan to create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us. The accounting personnel is responsible for reviewing the financing activities, facilitate the approval of the financing, record the information regarding the financing, and submit SEC filing related documents to our legal counsel in order to comply with the filing requirements of SEC. 2. We plan to prepare written policies and procedures for accounting and financial reporting to establish a formal process to close our books monthly on an accrual basis and account for all transactions, including equity and debt transactions. 3. We intend to add staff members to our management team for making sure that information required to be disclosed in our reports filed and submitted under the Exchange Act is recorded, processed, summarized and reported as and when required and the staff members will have segregated responsibilities with regard to these responsibilities.

~~PART~~We ~~III~~anticipate that these initiatives will be at least partially, if not fully, implemented by the end of fiscal year 2024.

~~ITEM~~Changes ~~10.~~in ~~DIRECTORS,~~internal ~~EXECUTIVE~~controls ~~OFFICERS~~over ~~AND~~financial ~~CORPORATE GOVERNANCE~~reporting

~~Our~~There ~~executive~~was ~~officer’s~~no ~~and~~change ~~director’s~~in ~~and~~our ~~their~~internal ~~respective~~controls ~~ages~~over asfinancial ofreporting that occurred during the ~~date~~period ~~hereof~~covered ~~are~~by asthis ~~follows:~~Report, which has materially affected or is reasonably likely to materially affect, our internal controls over financial reporting, except that we have hired outside consultant to remediate our material weakness in lack of accounting and finance personnel with technical knowledge in SEC rules and regulations.

NAME	AGE	POSITION
Xiaohao Tan	53	Chief Executive Officer, President, Treasurer, Director
Yibo Li	39	Chief Financial Officer

ITEM 9B. OTHER INFORMATION

~~Set forth below is a brief description of the background and business experience of our executive officers and directors for the past five years~~None.

~~Xiaohao Tan – Chief Executive Officer, President, Secretary, Treasurer, Director~~29

~~Xiaohao~~PART Tan earned his Master’s degree in Business Administration (MBA) from Hunan Business College in 2003. From 1999 to 2000, Mr. Tan worked at China Pacific Insurance (Group) Co., Ltd. as a marketing officer and shortly thereafter, was promoted to senior manager. His major responsibilities were to manage clients’ portfolios, maintain customer relationships, design and implement effective marketing strategies to sell new insurance contracts or adjust existing, contact potential clients and then build up a team, lead the team to implement a plan and achieve team goals etc. In 2001 Mr. Tan founded Hunan Homestead Asset Management Co., Ltd. (formerly known as Changsha City Leaders Trading Co. Ltd.). Since then, Mr. Tan has been serving as the Chairman and General Manager of this company and his major responsibilities have included, but have not been limited to obtaining profit contributions by managing staff, and establishing and accomplishing business objectives. In 2010, Mr. Tan founded Hunan Ezagoo Shopping Co. Ltd. and continues to serve as the President, CEO, Secretary, Treasurer, and Director. In August of 2014, Mr. Tan founded “Hunan Ezagoo Zhicheng Internet Technology Limited,” a Company operating out of Changsha, China. Mr. Tan serves as the President, Secretary, Treasurer and Director of Hunan Ezagoo Zhicheng Internet Technology Limited.III

~~Mr.~~ITEM ~~Tan~~10. ~~has received several awards which include “Best E-Commerce Innovation Model Award”~~DIRECTORS, ~~“China’s~~EXECUTIVE ~~Outstanding Entrepreneurs~~OFFICERS ofAND ~~Good~~CORPORATE Faith”, “2012 China E-Commerce Most Investment Value Award”, “2015 China Advertising Great Wall Awards”, “Enterprise Credit AAA Grade Enterprise” in 2017 and “Brand Reputation AAA Grade Enterprise” in 2017.GOVERNANCE

~~Due~~Our toexecutive ~~Mr. Tan~~officer’s ~~over~~and 20director’s ~~years~~and oftheir ~~experience~~respective inages ~~top~~as ~~management~~ of ~~various businesses, in May of 2018,~~ the ~~Board~~date ofhereof ~~Directors~~are ~~elected to~~as ~~appoint him to the positions of CEO, President, Secretary, Treasurer and Chairman of Board of Directors of Ezagoo Limited.~~follows:

Yibo Li - Chief Financial Officer

NAME	AGE	POSITION
Xiaohao Tan	54	Chief Executive Officer, President, Treasurer, Director
Yibo Li	40	Chief Financial Officer

~~Ms.~~Set ~~Yibo~~forth Libelow ~~obtained~~is a ~~bachelor’s~~brief ~~degree~~description ~~in accounting from Hunan Institute~~ of ~~Technology.~~the ~~Ms.~~background Liand ~~has~~business ~~more than 10 years’~~ experience in ~~accounting operation. Ms. Li was the financial manager~~ of ~~three~~our ~~different~~executive ~~companies~~officers ~~since~~and ~~2011~~directors tofor ~~2023.~~the ~~During~~past ~~her work experience,~~five Msyears. ~~Li has accumulated enough experience in financial reporting, internal control, financial forecast and the capital management.~~

~~Due~~Xiaohao toTan ~~Ms.~~– ~~Li’s~~Chief ~~status~~Executive asOfficer, aPresident, ~~qualified expert in finances~~Secretary, ~~along with her 10 years of professional working experience~~Treasurer, ~~the Board of Directors has determined it best to appoint her to the position of Chief Financial Officer of the Company.~~Director

~~Family~~Xiaohao ~~Relationships~~Tan earned his Master’s degree in Business Administration (MBA) from Hunan Business College in 2003. From 1999 to 2000, Mr. Tan worked at China Pacific Insurance (Group) Co., Ltd. as a marketing officer and shortly thereafter, was promoted to senior manager. His major responsibilities were to manage clients’ portfolios, maintain customer relationships, design and implement effective marketing strategies to sell new insurance contracts or adjust existing, contact potential clients and then build up a team, lead the team to implement a plan and achieve team goals etc. In 2001 Mr. Tan founded Hunan Homestead Asset Management Co., Ltd. (formerly known as Changsha City Leaders Trading Co. Ltd.). Since then, Mr. Tan has been serving as the Chairman and General Manager of this company and his major responsibilities have included, but have not been limited to obtaining profit contributions by managing staff, and establishing and accomplishing business objectives. In 2010, Mr. Tan founded Hunan Ezagoo Shopping Co. Ltd. and continues to serve as the President, CEO, Secretary, Treasurer, and Director. In August of 2014, Mr. Tan founded “Hunan Ezagoo Zhicheng Internet Technology Limited,” a Company operating out of Changsha, China. Mr. Tan serves as the President, Secretary, Treasurer and Director of Hunan Ezagoo Zhicheng Internet Technology Limited.

~~There~~Mr. ~~are~~Tan nohas ~~family~~received ~~relationships,~~several orawards ~~other~~which ~~arrangements~~include or“Best ~~understandings~~E-Commerce ~~between~~Innovation orModel ~~among~~Award”, ~~any~~“China’s Outstanding Entrepreneurs of ~~the~~Good ~~directors~~Faith”, or“2012 ~~executive~~China ~~officer~~E-Commerce Most Investment Value Award”, “2015 China Advertising Great Wall Awards”, “Enterprise Credit AAA Grade Enterprise” in 2017 and “Brand Reputation AAA Grade Enterprise” in 2017.

Due to Mr. Tan’s over 20 years of experience in top management of various businesses, in May of 2018, the Board of Directors elected ~~Committees~~to appoint him to the positions of CEO, President, Secretary, Treasurer and Chairman of Board of Directors of Ezagoo Limited.

~~Our~~Yibo ~~Company~~Li ~~currently~~- ~~does~~Chief ~~not~~Financial have nominating, compensation, or audit committees or committees performing similar functions nor does our Company have a written nominating, compensation or audit committee charter. Our Directors believe that it is not necessary to have such committees, at this time, because the Directors can adequately perform the functions of such committees.Officer

~~Audit~~Ms. ~~Committee~~Yibo ~~Financial~~Li ~~Expert~~obtained a bachelor’s degree in accounting from Hunan Institute of Technology. Ms. Li has more than 10 years’ experience in accounting operation. Ms. Li was the financial manager of three different companies since 2011 to 2024. During her work experience, Ms. Li has accumulated enough experience in financial reporting, internal control, financial forecast and the capital management.

~~Our~~Due ~~Board~~to ofMs. ~~Directors~~Li’s ~~has~~status ~~determined~~as ~~that we do not have~~ a ~~board~~qualified ~~member that qualifies as an “audit committee financial~~ expert~~” as~~ ~~defined~~ in ~~Item 407(D)(5) of Regulation S-K~~finances, ~~nor~~along dowith weher ~~have~~10 ayears ~~Board~~of ~~member~~professional ~~that~~working ~~qualifies~~experience, ~~as “independent” as~~ the ~~term~~Board of isDirectors ~~used~~has indetermined ~~Item~~it ~~7(d)(3)(iv)(B)~~best ofto ~~Schedule~~appoint ~~14A~~her ~~under~~to the ~~Securities~~position ~~Exchange Act~~ of ~~1934,~~Chief asFinancial ~~amended,~~Officer ~~and as defined by Rule 4200(a)(14)~~ of the ~~FINRA Rules~~Company.

30Family Relationships

~~Audit~~There ~~committee~~are ~~financial~~no ~~expert~~family ~~means~~relationships, aor ~~person~~other ~~who~~arrangements ~~has~~or understandings between or among any of the ~~following~~directors ~~attributes:~~or executive officer.

1. An understanding of generally accepted accounting principles and financial statements; 2. Experience applying such generally accepted accounting principles in connection with the accounting for estimates, accruals, and reserves that are generally comparable to the estimates, accruals and reserves, if any, used in the registrant’s financial statements; 3. Experience preparing or auditing financial statements that present accounting issues that are generally comparable to those raised by the registrant’s financial statements; 4. Experience with internal controls and procedures for financial reporting; and 5. An understanding of audit committee functions.Board Committees

~~Currently,~~Our ~~our~~ Company currently does not have annominating, ~~audit~~compensation, ~~committee~~ or an audit ~~committee~~committees ~~financial~~or ~~expert~~committees ~~(as~~performing ~~defined~~similar infunctions ~~Item~~nor ~~407~~does ~~of Regulation S-K) serving~~our onCompany ~~its~~have ~~Board~~a ofwritten ~~Directors because given the early stage of our business development~~nominating, itcompensation isor ~~costly to retain an independent Director who qualify as an~~ audit committee ~~financial expert~~charter. ~~However,~~Our weDirectors ~~expect,~~believe inthat ~~the~~it ~~foreseeable~~is ~~future,~~not necessary to ~~form~~have such ~~a committee composed of our~~ ~~non-employee~~committees, ~~directors.~~at Wethis ~~may~~time, inbecause the ~~future~~Directors ~~attempt~~can toadequately ~~add~~perform ~~a qualified board member to serve as an audit committee financial expert in~~ the ~~future,~~functions ~~subject~~of ~~to our ability to locate and compensate~~ such ~~a person~~committees. The audit committee’s duties will be to recommend to our Company’s Board of Directors the engagement of an independent registered public accounting firm to audit our Company’s financial statements and to review our Company’s accounting and auditing principles.

~~Corporate~~Audit ~~Governance~~Committee Financial Expert

~~The~~Our ~~Company~~Board ~~promotes~~of ~~accountability~~Directors ~~for~~has ~~adherence~~determined tothat ~~honest~~we ~~and~~do ~~ethical~~not ~~conduct;~~have ~~endeavours~~a toboard ~~provide~~member ~~full, fair, accurate, timely and understandable disclosure in reports and documents~~ that ~~the~~qualifies ~~Company~~as ~~files~~an ~~with~~“audit ~~the~~committee ~~Securities~~financial ~~and Exchange Commission (the “SEC~~expert”) as ~~and~~defined in ~~other~~ ~~public~~Item ~~communications~~407(D)(5) ~~made~~of byRegulation ~~the~~S-K, ~~Company;~~nor ~~and~~do ~~strives~~we tohave bea ~~compliant~~Board ~~with~~member ~~applicable~~that ~~governmental~~qualifies ~~laws,~~as ~~rules~~“independent” ~~and~~as ~~regulations.~~the term ~~The~~is ~~Company~~used ~~has~~in ~~not~~Item ~~formally~~7(d)(3)(iv)(B) ~~adopted~~of aSchedule ~~written~~14A ~~code~~under ofthe ~~business~~Securities ~~conduct~~Exchange ~~and~~Act ~~ethics~~of ~~that~~1934, ~~governs~~as ~~the Company’s employees~~amended, ~~officers~~ and ~~Directors~~ as ~~the~~defined ~~Company~~by isRule ~~not~~4200(a)(14) of ~~required~~the toFINRA ~~do so~~Rules.

In lieu of an Audit Committee, the Company’s Board of Directors, is responsible for reviewing and making recommendations concerning the selection of outside auditors, reviewing the scope, results and effectiveness of the annual audit of the Company’s financial statements and other services provided by the Company’s independent public accountants. The Board of Directors, the Chief Executive Officer and the Chief Financial Officer of the Company review the Company’s internal accounting controls, practices and policies.30

~~Code~~Audit ofcommittee ~~Ethics~~financial expert means a person who has the following attributes:

~~We have~~1. ~~not~~An ~~adopted~~understanding aof ~~formal~~generally ~~Code~~accepted ofaccounting ~~Ethics.~~principles ~~The~~and ~~Board~~financial ofstatements; ~~Directors~~2. ~~evaluated~~Experience ~~the~~applying ~~business~~such ofgenerally ~~the~~accepted ~~Company~~accounting ~~and~~principles in connection with the ~~number~~accounting offor ~~employees~~estimates, accruals, and ~~determined~~ reserves that ~~since~~are ~~the~~generally ~~business~~comparable isto ~~operated~~the byestimates, aaccruals ~~small~~and ~~number~~reserves, ofif ~~persons~~any, ~~general~~used ~~rules~~in ofthe ~~fiduciary~~registrant’s ~~duty~~financial ~~and~~statements; ~~federal~~3. ~~and~~Experience ~~state~~preparing ~~criminal, business~~or ~~conduct~~auditing ~~and~~financial ~~securities~~statements ~~laws~~that present accounting issues that are ~~adequate~~generally ~~ethical~~comparable ~~guidelines.~~to Inthose ~~the~~raised ~~event~~by ~~our~~the ~~operations,~~registrant’s ~~employees~~financial ~~and/or~~statements; ~~Directors~~4. ~~expand in~~Experience ~~the~~with ~~future,~~internal wecontrols ~~may~~and ~~take~~procedures ~~actions~~for tofinancial ~~adopt~~reporting; aand ~~formal~~5. ~~Code~~An understanding of ~~Ethics~~audit committee functions.

~~Involvement~~Currently, our Company does not have an audit committee or an audit committee financial expert (as defined in ~~Certain~~Item ~~Legal~~407 ~~Proceedings~~of Regulation S-K) serving on its Board of Directors because given the early stage of our business development, it is costly to retain an independent Director who qualify as an audit committee financial expert. However, we expect, in the foreseeable future, to form such a committee composed of our non-employee directors. We may in the future attempt to add a qualified board member to serve as an audit committee financial expert in the future, subject to our ability to locate and compensate such a person. The audit committee’s duties will be to recommend to our Company’s Board of Directors the engagement of an independent registered public accounting firm to audit our Company’s financial statements and to review our Company’s accounting and auditing principles.

ToCorporate our knowledge, there are no material proceedings to which any of our directors, officers or affiliates of the Company is a party adverse to the Company or has a material interest adverse to the Company.Governance

~~Shareholder~~The ~~Proposals~~Company promotes accountability for adherence to honest and ethical conduct; endeavours to provide full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with the Securities and Exchange Commission (the “SEC”) and in other public communications made by the Company; and strives to be compliant with applicable governmental laws, rules and regulations. The Company has not formally adopted a written code of business conduct and ethics that governs the Company’s employees, officers and Directors as the Company is not required to do so.

~~Our~~In ~~Company~~lieu ~~does~~of ~~not~~an ~~have~~Audit ~~any~~Committee, ~~defined~~the ~~policy~~Company’s orBoard ~~procedural~~of ~~requirements~~Directors, is responsible for ~~shareholders~~reviewing toand ~~submit~~making recommendations ~~or nominations for Directors.~~concerning ~~The~~the ~~Board~~selection of ~~Directors~~outside ~~believes that~~auditors, ~~given~~reviewing the ~~stage of our development~~scope, aresults ~~specific~~and ~~nominating~~effectiveness ~~policy~~of ~~would~~the beannual ~~premature~~audit ~~and~~ of ~~little assistance~~the ~~until our business operations develop to a more advanced level. Our~~ Company’s ~~does~~financial statements ~~not~~and ~~currently~~other ~~have~~services ~~any~~provided ~~specific~~by ~~or minimum criteria for~~ the ~~election~~Company’s ofindependent ~~nominees~~public toaccountants. ~~the~~The Board of Directors, ~~and~~the weChief doExecutive Officer ~~not~~and ~~have~~the ~~any~~Chief ~~specific~~Financial ~~process~~Officer ~~or procedure for evaluating such nominees. The Board~~ of ~~Directors~~the ~~will~~Company ~~assess~~review ~~all~~the ~~candidates,~~Company’s ~~whether~~internal ~~submitted~~accounting ~~by management or shareholders~~controls, practices and ~~make recommendations for election or appointment~~policies.

ACode ~~shareholder who wishes to communicate with our Board~~ of ~~Directors may do so by directing a written request addressed to our President, at the address appearing on the first page of this Information Statement.~~Ethics

~~SECTION~~We ~~16(A)~~have ~~BENEFICIAL~~not ~~OWNERSHIP~~adopted ~~REPORTING~~a ~~COMPLIANCE~~formal Code of Ethics. The Board of Directors evaluated the business of the Company and the number of employees and determined that since the business is operated by a small number of persons, general rules of fiduciary duty and federal and state criminal, business conduct and securities laws are adequate ethical guidelines. In the event our operations, employees and/or Directors expand in the future, we may take actions to adopt a formal Code of Ethics.

~~Section~~Involvement ~~16(a) of the Securities Exchange Act requires our executive officers and directors, and persons who own more than 10% of our common stock, to file reports regarding ownership of, and transactions~~ in, ~~our~~Certain ~~securities~~Legal with the Securities and Exchange Commission and to provide us with copies of those filings. Based solely on our review of the copies of such forms furnished to us and written representations by our officers and directors regarding their compliance with applicable reporting requirements under Section 16(a) of the Exchange Act, we believe that all Section 16(a) filing requirements for our executive officers, directors and 10% stockholders were met during the year ended December 31, 2023.Proceedings

31To our knowledge, there are no material proceedings to which any of our directors, officers or affiliates of the Company is a party adverse to the Company or has a material interest adverse to the Company.

~~ITEM~~Shareholder ~~11. COMPENSATION OF EXECUTIVE AND DIRECTOR~~Proposals

~~The~~Our ~~following~~Company ~~table~~does ~~sets~~not ~~forth~~have ~~information~~any ~~concerning~~defined policy or procedural requirements for shareholders to submit recommendations or nominations for Directors. The Board of Directors believes that, given the ~~compensation~~stage of our ~~Chief~~development, ~~Executive~~a ~~Officer,~~specific nominating policy would be premature and ~~the~~of ~~executive~~little assistance ~~officers~~until ~~who~~our ~~served~~business operations develop to a more advanced level. Our Company does not currently have any specific or minimum atcriteria for the ~~end~~election of ~~the~~nominees ~~year~~to ~~December~~the ~~31,~~Board ~~2023~~of Directors and ~~2022,~~we do not have any specific process or procedure for ~~services~~evaluating ~~rendered~~such nominees. inThe Board of Directors will assess all ~~capacities~~candidates, towhether ussubmitted by management or shareholders, and make recommendations for election or appointment.

Summary Compensation Table
Name and Principle Position	Period	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non- Equity Incentive Plan Compensation ($)		Non-qualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Xiaohao Tan, Chief Executive Officer, President, Director (1)	For the year ended December 31, 2023		-		-		-		-		-		-		-		-
Xiaohao Tan, Chief Executive Officer, President, Director (1)	For the year ended December 31, 2022		-		-		-		-		-		-		-		-
Yibo Li, Chief Financial Officer, Director (2)	For the year ended December 31, 2023		17,856		1,408		-		-		-		-		-		19,264
Xin Yang, Chief Financial Officer, Director (3)	For the year ended December 31, 2022		27,860		7,866		-		-		-		-		-		35,726

A shareholder who wishes to communicate with our Board of Directors may do so by directing a written request addressed to our President, at the address appearing on the first page of this Information Statement.

WeSECTION do16(A) ~~not~~BENEFICIAL ~~pay~~OWNERSHIP ~~our~~REPORTING ~~directors any fees or other compensation for acting as directors. We have not paid any fees or other compensation to any of our directors for acting as directors to date.~~COMPLIANCE

~~Narrative~~Section ~~Disclosure~~16(a) of the Securities Exchange Act requires our executive officers and directors, and persons who own more than 10% of our common stock, to ~~Summary~~file ~~Compensation~~reports ~~Table~~regarding ownership of, and transactions in, our securities with the Securities and Exchange Commission and to provide us with copies of those filings. Based solely on our review of the copies of such forms furnished to us and written representations by our officers and directors regarding their compliance with applicable reporting requirements under Section 16(a) of the Exchange Act, we believe that all Section 16(a) filing requirements for our executive officers, directors and 10% stockholders were met during the year ended December 31, 2024.

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our Directors and executive officers may receive stock options at the discretion of our Board of Directors in the future. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of our Board of Directors from time to time. We have no plans or arrangements in respect of remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control.31

~~Stock~~ITEM ~~Option~~11. ~~Grants~~COMPENSATION OF EXECUTIVE AND DIRECTOR

WeThe ~~have~~following ~~not~~table ~~granted~~sets ~~any~~forth ~~stock~~information ~~options~~concerning tothe compensation of our Chief Executive Officer, and the executive officers ~~since~~who ~~our~~served at ~~incorporation~~the end of the year December 31, 2024 and 2023, for services rendered in all capacities to us.

Employment Agreements

Summary Compensation Table
Name and Principle Position	Period	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non- Equity Incentive Plan Compensation ($)		Non-qualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Xiaohao Tan, Chief Executive Officer, President, Director (1)	For the year ended December 31, 2024		333,73		4,171		-		-		-		-		-		37,545
Xiaohao Tan, Chief Executive Officer, President, Director (1)	For the year ended December 31, 2023						-		-		-		-		-		-
Yibo Li, Chief Financial Officer, Director (2)	For the year ended December 31, 2024		21,826		1,426				-		-		-				23,252
Yibo Li, Chief Financial Officer, Director (3)	For the year ended December 31, 2023		17,856		1,408		-		-		-		-		-		19,264

We do not ~~have~~pay anour ~~employment~~directors any fees or ~~consulting~~other ~~agreement~~compensation ~~with~~for acting as directors. We have not paid any ~~officers~~fees or ~~Directors~~other compensation to any of our directors for acting as directors to date.

32Narrative Disclosure to Summary Compensation Table

~~Compensation~~There ~~Discussion~~are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our Directors and ~~Analysis~~executive officers may receive stock options at the discretion of our Board of Directors in the future. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of our Board of Directors from time to time. We have no plans or arrangements in respect of remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control.

~~Director~~Stock ~~Compensation~~Option Grants

~~Our~~We ~~Board~~have ~~of Directors does~~ not ~~currently~~granted ~~receive~~ any ~~consideration for their services as members of the Board of Directors. The Board of Directors reserves the right in the future to award the members of the Board of Directors cash or~~ stock~~-based~~ ~~consideration~~options ~~for their services~~ to ~~the~~our ~~Company,~~executive ~~which~~officers ~~awards,~~since ifour ~~granted shall be in the sole determination of the Board of Directors~~incorporation.

~~Executive~~Employment ~~Compensation Philosophy~~Agreements

~~Our~~We ~~Board~~do ofnot ~~Directors~~have ~~determines~~an ~~the~~employment ~~compensation given to our executive officers in their sole determination. Our Board of Directors reserves the right to pay our executive~~ or ~~any~~consulting ~~future~~agreement executives a salary, and/or issue them shares of common stock in consideration for services rendered and/or to award incentive bonuses which are linked to our performance, as well as to the individual executive officer’s performance. This package may also include long-term stock-based compensation to certain executives, which is intended to align the performance of our executives with ~~our long-term business strategies. Additionally, while our Board of Directors has not granted~~ any ~~performance base~~officers ~~stock~~or ~~options to date, the Board of~~ Directors ~~reserves the right to grant such options in the future, if the Board in its sole determination believes such grants would be in the best interests of the Company~~.

~~Incentive Bonus~~32

~~The~~Compensation ~~Board~~Discussion ~~of Directors may grant incentive bonuses to our executive officer~~ and~~/or~~ future executive officers in its sole discretion, if the Board of Directors believes such bonuses are in the Company’s best interest, after analyzing our current business objectives and growth, if any, and the amount of revenue we are able to generate each month, which revenue is a direct result of the actions and ability of such executives.Analysis

~~Long-term,~~Director ~~Stock Based~~ Compensation

InOur ~~order~~Board toof ~~attract,~~Directors ~~retain~~does ~~and~~not ~~motivate~~currently ~~executive~~receive ~~talent~~any ~~necessary~~consideration tofor ~~support~~their ~~the~~services ~~Company’s~~as ~~long-term~~members ~~business~~of ~~strategy~~the weBoard ~~may~~of ~~award our~~Directors. ~~executive~~The ~~and~~Board ~~any~~of Directors ~~future~~reserves ~~executives~~the ~~with~~right ~~long-term, stock-based compensation~~ in the future, atto award the ~~sole~~members ~~discretion~~ of ~~our~~the Board of Directors cash or stock-based consideration for their services to the Company, which weawards, doif ~~not~~granted ~~currently~~shall ~~have~~be ~~any~~in ~~immediate~~the ~~plans~~sole todetermination ~~award~~of the Board of Directors.

33Executive Compensation Philosophy

~~ITEM~~Our 12Board of Directors determines the compensation given to our executive officers in their sole determination. ~~SECURITY~~Our ~~OWNERSHIP~~Board OFof ~~CERTAIN~~Directors ~~BENEFICIAL~~reserves the ~~OWNERS~~right ~~AND~~to ~~MANAGEMENT~~pay ~~AND~~our ~~RELATED~~executive ~~STOCKHOLDER~~or ~~MATTERS~~any future executives a salary, and/or issue them shares of common stock in consideration for services rendered and/or to award incentive bonuses which are linked to our performance, as well as to the individual executive officer’s performance. This package may also include long-term stock-based compensation to certain executives, which is intended to align the performance of our executives with our long-term business strategies. Additionally, while our Board of Directors has not granted any performance base stock options to date, the Board of Directors reserves the right to grant such options in the future, if the Board in its sole determination believes such grants would be in the best interests of the Company.

AsIncentive ~~of December 31, 2023, the Company has 119,956,826 shares of common stock issued and outstanding, which number of issued and outstanding shares of common stock have been used throughout this report.~~Bonus

The ~~following~~Board ~~table~~of ~~sets~~Directors ~~forth,~~may asgrant ofincentive ~~December~~bonuses ~~31,~~to ~~2023~~our ~~certain~~executive ~~information~~officer ~~with~~and/or ~~regard~~future toexecutive ~~the~~officers ~~record~~in ~~and~~its ~~beneficial~~sole ~~ownership~~discretion, ofif the ~~Company’s~~ ~~common~~Board ~~stock~~of byDirectors ~~(i)~~believes ~~each~~such ~~person~~bonuses ~~known~~are toin the Company’s tobest beinterest, ~~the~~after ~~record~~analyzing orour ~~beneficial~~current ~~owner~~business ofobjectives ~~more~~and growth, ~~than~~if 5%any, ofand ~~Company’s~~the ~~common~~amount ~~stock, (ii)~~of ~~each~~revenue ~~director~~we ofare ~~the~~able ~~Company,~~to ~~(iii)~~generate each ofmonth, ~~the~~which ~~named~~revenue ~~executive~~is ~~officers,~~a ~~and~~direct ~~(iv)~~result ~~all~~of ~~executive~~the ~~officers~~actions and ~~directors~~ ability of ~~the~~such ~~Company as a group:~~executives.

Title of Class	Name and Address of Shareholders	Amount and Nature of Shareholders Ownership		Percent of Class
Common Stock	Xiaohao Tan (i), (ii), (iii)		42,067,770		35.07	%
Common Stock	Yibo Li (iii), (iv)		0		0	%
Common Stock	Grand Progressive Holdings Limited (i)		46,712,908		38,94	%

Long-term, Stock Based Compensation

(1)

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Beneficial ownership also includes shares of stock subject to options and warrants currently exercisable or exercisable within 60 days of the date of this table. In determining the percent of common stock owned by a person or entity as of the date of this Report, (a) the numerator is the number of shares of the class beneficially owned by such person or entity, including shares which may be acquired within 60 days on exercise of warrants or options and conversion of convertible securities, and (b) the denominator is the sum of (i) the total shares of common stock outstanding on as of December 31, 2023 (119,956,826 shares), and (ii) the total number of shares that the beneficial owner may acquire upon exercise of the derivative securities. Unless otherwise stated, each beneficial owner has sole power to vote and dispose of its shares.

(2)

Based on the total issued and outstanding shares of 119,956,826 as of December 31, 2023.

In order to attract, retain and motivate executive talent necessary to support the Company’s long-term business strategy we may award our executive and any future executives with long-term, stock-based compensation in the future, at the sole discretion of our Board of Directors, which we do not currently have any immediate plans to award.

~~ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, DIRECTOR INDEPENDENCE~~33

~~Due~~ITEM ~~from related parties mainly consists of rent deposit and funds advanced to related parties~~12. ~~The~~SECURITY ~~balances~~OWNERSHIP ~~are~~OF ~~unsecured,~~CERTAIN ~~non-interest bearing.~~BENEFICIAL AsOWNERS ofAND ~~December~~MANAGEMENT ~~31,~~AND ~~2023,~~RELATED ~~the~~STOCKHOLDER amount due from the related parties was $141, that is rent deposit to the related party with the lease period ended August 1, 2024, as compare to the amount of $686 that due from the related party as of December 31, 2022, that was the funds advanced to them, and they had settled the remaining balance of $686 on May 2023.MATTERS

~~Due~~As ~~to related parties mainly consists~~ of ~~borrowings~~December ~~for~~31, ~~working capital purpose~~2024, the ~~balances~~Company ~~are~~has ~~unsecured~~119,956,826 ~~non-interest~~shares ~~bearing~~of ~~and~~common ~~due on~~stock ~~demand.~~issued Asand ~~of December 31~~outstanding, ~~2023~~which ~~and~~number ~~2022,~~of ~~the~~issued ~~amount~~and ~~due~~outstanding shares toof ~~the~~common ~~related~~stock ~~parties~~have ~~were~~been ~~$3,215,486~~used ~~and~~throughout ~~$2,342,816,~~this ~~respectively~~report.

InThe ~~addition,~~following ~~during~~table ~~the~~sets ~~year~~forth, ~~ended~~as of December 31, ~~2023,~~2024 ~~the~~certain ~~related~~information ~~party~~with I,regard ~~Hunan~~to ~~Bright~~the ~~Lionrock~~record ~~Mountain~~and ~~Resort~~beneficial ~~Limited,~~ownership ~~related~~of ~~party~~the Company’s J,common ~~Beijing~~stock ~~Ezagoo~~by ~~Industrial~~(i) ~~Development~~each ~~Group~~person ~~Holding~~known ~~Limited~~to ~~and~~the ~~related~~Company ~~party~~to N,be ~~Hunan~~the ~~Wancheng~~record ~~Xingyi~~or ~~Industrial~~beneficial ~~Development~~owner ~~Co.~~of more than 5% of Company’s common stock, ~~Ltd~~(ii) ~~had~~each ~~provided~~director of the ~~office~~Company, ~~rent~~(iii) ~~service~~each of ~~$1,838,~~the $3named executive officers,~~394~~ and ~~$22,194~~(iv) toall executive officers and directors of the Company, as ~~respectively.~~a group:

For more related party transactions, see Note 5 & 11 of the accompanying consolidated financial statements.

Title of Class	Name and Address of Shareholders	Amount and Nature of Shareholders Ownership		Percent of Class

Common Stock	Xiaohao Tan (i), (ii), (iii)		42,067,770		35.07	%

Common Stock	Yibo Li (iii), (iv)		-		0	%

Common Stock	Grand Progressive Holdings Limited (i)		46,712,908		38,94	%

Review, Approval and Ratification of Related Party Transactions

(1)	Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Beneficial ownership also includes shares of stock subject to options and warrants currently exercisable or exercisable within 60 days of the date of this table. In determining the percent of common stock owned by a person or entity as of the date of this Report, (a) the numerator is the number of shares of the class beneficially owned by such person or entity, including shares which may be acquired within 60 days on exercise of warrants or options and conversion of convertible securities, and (b) the denominator is the sum of (i) the total shares of common stock outstanding on as of December 31, 2024 (119,956,826 shares), and (ii) the total number of shares that the beneficial owner may acquire upon exercise of the derivative securities. Unless otherwise stated, each beneficial owner has sole power to vote and dispose of its shares.

(2)	Based on the total issued and outstanding shares of 119,956,826 as of December 31, 2024.

~~Given~~ITEM our small size and limited financial resources, we have not adopted formal policies and procedures for the review, approval or ratification of transactions, such as those described above, with our executive officer(s), Director(s) and significant stockholders13. WeCERTAIN ~~intend~~RELATIONSHIPS ~~to establish~~AND ~~formal~~RELATED ~~policies and procedures in the future~~TRANSACTIONS, ~~once~~DIRECTOR we have sufficient resources and have appointed additional Directors, so that such transactions will be subject to the review, approval or ratification of our Board of Directors, or an appropriate committee thereof. On a moving forward basis, our Directors will continue to approve any related party transaction.INDEPENDENCE

~~Director~~Due ~~Independence~~to related parties mainly consists of borrowings for working capital purpose, the balances are unsecured, non-interest bearing and due on demand. As of December 31, 2024 and 2023, the amount due to the related parties were $3,694,880 and $3,243,063, respectively.

~~Our~~In ~~board~~addition, ofduring ~~directors~~the isyear ~~currently~~ended ~~composed~~December ~~of one member~~31, ~~Xiaohao Tan~~2024, ~~who do not qualifies as an independent director in accordance with~~ the ~~published~~related ~~listing~~party ~~requirements~~I, ofHunan ~~the~~Bright ~~NASDAQ~~Lionrock ~~Global~~Mountain ~~Market.~~Resort ~~The NASDAQ independence definition includes a series of objective tests~~Limited, ~~such~~ asrelated ~~that the director is not~~party J, ~~and~~Beijing ~~has~~Ezagoo ~~not~~Industrial ~~been~~Development ~~for~~Group atHolding ~~least~~Limited ~~three years, one of our employees~~ and ~~that~~related ~~neither~~party ~~the director~~M, ~~nor any~~Hunan ofWancheng ~~his~~Xingyi ~~family~~Industrial ~~members~~Development ~~has engaged in various types of business dealings with us~~Co. ~~In addition~~, ~~our board of directors has not made~~ aLtd ~~subjective~~had ~~determination~~provided ~~as to each director that no relationships exist which, in~~ the ~~opinion~~office ofrent ~~our~~service ~~board~~ of ~~directors~~$1, ~~would interfere with the exercise of independent judgment in carrying out the responsibilities of a director~~669, ~~though such subjective determination is required by the NASDAQ rules. Had our board of directors made these determinations~~$3,059 ~~our board of directors would have reviewed~~ and ~~discussed information~~21,825 ~~provided~~to by the ~~directors~~Company, ~~and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management~~respectively.

34For more related party transactions, see Note 5 & 10 of the accompanying consolidated financial statements.

~~ITEM~~Review, ~~14.~~Approval ~~PRINCIPAL~~and ~~ACCOUNTING~~Ratification ~~FEES~~of ~~AND~~Related ~~SERVICES~~Party Transactions

~~The~~Given ~~following~~our ~~table~~small ~~sets~~size ~~forth~~and limited financial resources, we have not adopted formal policies and procedures for the ~~aggregate~~review, ~~fees~~approval ~~billed~~or ratification of transactions, such as those described above, with our executive officer(s), Director(s) and significant stockholders. We intend to establish formal policies and procedures in the ~~Company~~future, byonce ~~its~~we ~~independent~~have ~~registered~~sufficient ~~public~~resources ~~accounting~~and ~~firm~~have appointed additional Directors, ~~for~~so that such transactions will be subject to the ~~fiscal~~review, approval or ratification of our Board of Directors, or an appropriate committee ~~years~~thereof. ~~indicated~~On a moving forward basis, our Directors will continue to approve any related party transaction.

ACCOUNTING FEES AND SERVICES	For the years ended December 31,
	2023		2022
Audit Fees (1)	$	79,000	$	47,325
Audit-Related Fees(2)		-		-
Tax Fees(3)		6,000		6,000
All Other Fees(4)		-		-
Total	$	85,000	$	53,325

Director Independence

~~(1)~~Our ~~This~~board ~~category~~of ~~consists~~directors is currently composed of ~~fees~~one ~~for~~member, ~~professional~~Xiaohao ~~services~~Tan, ~~rendered~~who bydo ~~our~~not ~~principal~~qualifies as an independent ~~registered~~director ~~public~~in ~~accountants~~accordance ~~for~~with the published listing requirements of the NASDAQ Global Market. The NASDAQ independence definition includes a series of objective tests, ~~audit~~such as that the director is not, and has not been for at least three years, one of our ~~annual~~employees ~~financial~~and ~~statements~~that neither the director, ~~review~~nor any of ~~financial~~his ~~statements~~family ~~included~~members has engaged in various types of business dealings with us. In addition, our ~~quarterly~~board ~~reports~~of ~~and~~directors ~~services~~has not made a subjective determination as to each director that ~~are~~no ~~normally~~relationships exist which, in the opinion of our board of directors, would interfere ~~provided~~with the exercise of independent judgment in carrying out the responsibilities of a director, though such subjective determination is required by the ~~independent~~NASDAQ ~~registered~~rules. ~~public~~Had ~~accounting~~our ~~firms~~board inof ~~connection~~directors ~~with~~made ~~statutory~~these determinations, our board of directors would have reviewed and ~~regulatory~~discussed information ~~filings~~provided orby ~~engagements~~the ~~for~~directors and us with regard to each director’s business and personal activities and relationships ~~those~~as ~~fiscal~~they ~~years~~may relate to us and our management.

(2) This category consists of fees for assurance and related services by our independent registered public accountant that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under “Audit Fees.” The services for the fees disclosed under this category include consultations concerning financial accounting and reporting standards.34

~~(3)~~ITEM ~~This~~14. ~~category~~PRINCIPAL ~~consists~~ACCOUNTING ofFEES ~~fees~~AND ~~for professional services rendered by our independent registered public accountant for tax compliance, tax advice, and tax planning.~~SERVICES

~~(4)~~The ~~This~~following ~~category~~table ~~consists~~sets offorth the aggregate fees ~~for~~billed ~~services~~to ~~provided~~the Company by ~~our~~its independent registered public ~~accountants~~accounting ~~other~~firm, ~~than~~for the ~~services described~~fiscal ~~above~~years indicated.

All of the professional services rendered by principal accountants for the audit of our annual financial statements that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for last two fiscal years were approved by our board of directors.

ACCOUNTING FEES AND SERVICES	For the years ended December 31,
	2024		2023

Audit Fees ⁽¹⁾	$	43,000	$	79,000
Audit-Related Fees⁽²⁾		-		-
All Other Fees⁽³⁾		-		-
Total	$	43,000	$	79,000

~~All~~(1) ~~above~~This ~~audit~~category ~~services~~consists ~~were~~of ~~pre-approved~~fees for professional services rendered by ~~the~~our ~~Board~~principal ofindependent ~~Directors~~registered public accountants for the audit ~~fiscal~~of ~~years~~our ~~ended~~annual ~~December~~financial 31statements, ~~2023~~review of financial statements included in our quarterly reports and ~~2022~~services that are normally provided by the independent registered public accounting firms in connection with statutory and regulatory filings or engagements for those fiscal years.

~~Holding~~(2) ~~Foreign~~This ~~Companies~~category ~~Accountable~~consists ~~Act~~of ~~(HFCAA)~~fees for assurance and related services by our independent registered public accountant that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under “Audit Fees.” The services for the fees disclosed under this category include consultations concerning financial accounting and reporting standards.

~~Our~~(3) ~~common~~This ~~stock~~category ~~may~~consists beof ~~prohibited~~fees ~~from~~for ~~trading~~services onprovided aby ~~national exchange or “over-the-counter” markets under the HFCAA if the PCAOB determines it is unable to inspect or investigate completely~~ our ~~auditors~~independent ~~for~~registered ~~three~~public ~~consecutive~~accountants ~~years~~other ~~beginning~~than ~~in 2021. Furthermore, on June 22, 2021,~~ the ~~U.S.~~services ~~Senate passed the Accelerating Holding Foreign Companies Accountable Act (“AHFCAA”), which, if~~described ~~signed into law, would amend the HFCAA and require the SEC to prohibit an issuer’s securities from trading on any U~~above.~~S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three consecutive years.~~

~~Pursuant~~All toof the ~~HFCAA,~~professional ~~the~~services ~~PCAOB~~rendered ~~issued~~by aprincipal ~~Determination~~accountants ~~Report~~for onthe ~~December~~audit ~~16,~~of ~~2021~~our ~~which~~annual ~~found~~financial statements that ~~the~~are ~~PCAOB~~normally ~~is unable to inspect or investigate~~provided ~~completely~~by ~~registered~~the ~~public~~accountant ~~accounting firms headquartered~~ in: ~~(1)~~connection ~~mainland~~with ~~China~~statutory and ~~(2)~~regulatory ~~Hong~~filings ~~Kong.~~or Inengagements ~~addition,~~for ~~the~~last ~~PCAOB’s report~~two ~~identified~~fiscal ~~the~~years ~~specific~~were ~~registered~~approved ~~public~~by ~~accounting~~our ~~firms~~board of ~~which are subject to these determinations~~directors.

~~Our~~All ~~auditor,~~above ~~Enrome~~audit ~~LLP,~~services iswere ~~headquartered~~pre-approved ~~in Singapore, and can be inspected~~ by the ~~PCAOB~~Board ~~on a regular basis. Enrome LLP is a firm registered with the PCAOB and is required by the laws~~ of ~~the~~Directors ~~U.S.~~for ~~to undergo regular inspections by~~ the ~~PCAOB~~fiscal toyears ~~assess~~ended its compliance with the laws of the U.S. and professional standards. Enrome LLP is subjected to PCAOB inspections, and is not among the PCAOB-registered public accounting firms headquartered in the PRC or Hong Kong that are subject to PCAOB’s determination on December 1631, ~~2021~~2024 ofand ~~having been unable to inspect or investigate completely~~2023.

Notwithstanding the foregoing, in the future, if it is determined that the PCAOB is unable to inspect or investigate our auditor completely, or if there is any regulatory change or step taken by PRC regulators that does not permit Enrome LLP to provide audit documentations located in China or Hong Kong to the PCAOB for inspection or investigation, or the PCAOB expands the scope of the Determination so that we are subject to the HFCAA, as the same may be amended, you may be deprived of the benefits of such inspection. Any audit reports not issued by auditors that are completely inspected or investigated by the PCAOB, or a lack of PCAOB inspections of audit work undertaken in China that prevents the PCAOB from regularly evaluating our auditors’ audits and their quality control procedures, could result in a lack of assurance that our financial statements and disclosures are adequate and accurate. which could result in limitation or restriction to our access to the U.S. capital markets and trading of our securities, including trading on the national exchange and trading on “over-the-counter” markets, may be prohibited under the HFCAA. See “Risk Factors — Our shares may be delisted under the Holding ~~Foreign Companies~~ ~~Accountable Act if the PCAOB is unable to inspect our auditors for three consecutive years beginning in 2021, or for two consecutive years if the Accelerating Holding~~ Foreign Companies Accountable Act becomes law; and the delisting of our shares, or the threat of their being delisted, may materially and adversely affect the value of your investment” and “Risk Factors — Newly enacted Holding Foreign Companies Accountable Act, recent regulatory actions taken by the SEC and the Public Company Accounting Oversight Board, and proposed rule changes submitted by Nasdaq calling for additional and more stringent criteria to be applied to China-based public companies could add uncertainties to our capital raising activities and compliance costs” for more information.(HFCAA)

35Our common stock may be prohibited from trading on a national exchange or “over-the-counter” markets under the HFCAA if the PCAOB determines it is unable to inspect or investigate completely our auditors for three consecutive years beginning in 2021. Furthermore, on June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act (“AHFCAA”), which, if signed into law, would amend the HFCAA and require the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three consecutive years.

~~PART~~Pursuant IVto the HFCAA, the PCAOB issued a Determination Report on December 16, 2021 which found that the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in: (1) mainland China and (2) Hong Kong. In addition, the PCAOB’s report identified the specific registered public accounting firms which are subject to these determinations.

~~ITEM~~Our 15auditor, Enrome LLP, is headquartered in Singapore, and can be inspected by the PCAOB on a regular basis. ~~EXHIBITS~~Enrome ~~AND~~LLP ~~FINANCIAL~~is ~~STATEMENT~~a ~~SCHEDULES~~firm registered with the PCAOB and is required by the laws of the U.S. to undergo regular inspections by the PCAOB to assess its compliance with the laws of the U.S. and professional standards. Enrome LLP is subjected to PCAOB inspections, and is not among the PCAOB-registered public accounting firms headquartered in the PRC or Hong Kong that are subject to PCAOB’s determination on December 16, 2021 of having been unable to inspect or investigate completely.

(Notwithstanding the foregoing, in the future, if it is determined that the PCAOB is unable to inspect or investigate our auditor completely, or if there is any regulatory change or step taken by PRC regulators that does not permit Enrome LLP to provide audit documentations located in China or Hong Kong to the PCAOB for inspection or investigation, or the PCAOB expands the scope of the Determination so that we are subject to the HFCAA, as the same may be amended, you may be deprived of the benefits of such inspection. Any audit reports not issued by auditors that are completely inspected or investigated by the PCAOB, or a) lack of PCAOB inspections of audit work undertaken in China that prevents ~~Financial~~the ~~Statements~~PCAOB from regularly evaluating our auditors’ audits and their quality control procedures, could result in a lack of assurance that our financial statements and disclosures are adequate and accurate. which could result in limitation or restriction to our access to the U.S. capital markets and trading of our securities, including trading on the national exchange and trading on “over-the- counter” markets, may be prohibited under the HFCAA. See “Risk Factors — Our shares may be delisted under the Holding Foreign Companies Accountable Act if the PCAOB is unable to inspect our auditors for three consecutive years beginning in 2021, or for two consecutive years if the Accelerating Holding Foreign Companies Accountable Act becomes law; and the delisting of our shares, or the threat of their being delisted, may materially and adversely affect the value of your investment” and “Risk Factors — Newly enacted Holding Foreign Companies Accountable Act, recent regulatory actions taken by the SEC and the Public Company Accounting Oversight Board, and proposed rule changes submitted by Nasdaq calling for additional and more stringent criteria to be applied to China-based public companies could add uncertainties to our capital raising activities and compliance costs” for more information.

~~The financial statements as listed in the accompanying “Index to Financial Statements” as filed as part of this Annual Report on Form 10-K.~~35

~~All~~PART financial statements schedules have been omitted, since the required information is not applicable or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the financial statements and notes thereto included in this Form 10-K.IV

~~(b)~~ITEM ~~Exhibits~~15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

~~The~~(a) ~~following~~Financial ~~exhibits are filed or “furnished” herewith:~~Statements

3.1	Articles of Incorporation**
3.2	Bylaws**
10.1A	Call option agreement amendment no.1
10.2A	Shareholders’ voting rights proxy agreement amendment no.1
10.3A	Management services agreement amendment no.1
10.4A	Equity pledge agreement amendment no.1
10.5A	Loan agreement amendment no.1
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 financial officer*
32.1	Section 1350 Certification of principal executive officer*
32.2	Section 1350 Certification of principal financial officer*
101.INS	Inline XBRL Instance Document
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

The financial statements as listed in the accompanying “Index to Financial Statements” as filed as part of this Annual Report on Form 10-K.

*All ~~Filed~~financial ~~herewith~~statements schedules have been omitted, since the required information is not applicable or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the financial statements and notes thereto included in this Form 10-K.

** As filed in the Registrant’s Registration Statement on Form S-1 Amendment No.3 (~~File No. 333-228681~~b) ~~on May 3, 2019.~~ Exhibits

36The following exhibits are filed or “furnished” herewith:

SIGNATURES

3.1	Articles of Incorporation**

3.2	Bylaws**

10.1A	Call option agreement amendment no.1

10.2A	Shareholders’ voting rights proxy agreement amendment no.1

10.3A	Management services agreement amendment no.1

10.4A	Equity pledge agreement amendment no.1

10.5A	Loan agreement amendment no.1

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 financial officer*

32.1	Section 1350 Certification of principal executive officer*

32.2	Section 1350 Certification of principal financial officer*

101.INS	Inline XBRL Instance Document

101.SCH	Inline XBRL Taxonomy Extension Schema Document

101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document

104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~Pursuant~~* toFiled ~~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~~herewith.

	EZAGOO LIMITED
	(Name of Registrant)
Date: April 8, 2024	By:	/s/ Tan, Xiaohao
	Title:	Chief Executive Officer, President, Secretary, Treasurer, and Director
Date: April 8, 2024	By:	/s/ Yang, Xin
	Title:	Chief Financial Officer

** As filed in the Registrant’s Registration Statement on Form S-1 Amendment No.3 (File No. 333-228681) on May 3, 2019.

3736

~~INDEX TO FINANCIAL STATEMENTS~~SIGNATURES

	Page
Financial Statements
Report of Independent Registered Public Accounting Firm (PCAOB ID: 6907)	F-2
Report of Independent Registered Public Accounting Firm (PCAOB ID: 5854)	F-3
Consolidated Balance Sheets	F-4
Consolidated Statements of Operations and Comprehensive Income	F-5
Consolidated Statements of Changes in Stockholders’ Deficit	F-6
Consolidated Statements of Cash Flows	F-7
Notes to Consolidated Financial Statements	F-8 – F-18

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.

F-1

	EZAGOO LIMITED
	(Name of Registrant)

Date: May 15, 2025	By:	*/s/ Tan, Xiaohao*
	Title:	Chief Executive Officer, President, Secretary, Treasurer, and Director

Date: May 15, 2025	By:	*/s/ Yang, Xin*
	Title:	Chief Financial Officer

~~REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~37

~~To:~~INDEX ~~The~~TO ~~Board~~FINANCIAL ~~of Directors and Stockholders of~~STATEMENTS

Ezagoo Limited

	Page
Financial Statements

Report of Independent Registered Public Accounting Firm (PCAOB ID: 6907)	F-2

Consolidated Balance Sheets	F-3

Consolidated Statements of Operations and Comprehensive Loss	F-4

Consolidated Statements of Changes in Stockholders’ Deficit	F-5

Consolidated Statements of Cash Flows	F-6

Notes to Consolidated Financial Statements	F-7 – F-17

~~Opinion on the Financial Statements~~F-1

WeREPORT ~~have~~OF ~~audited~~INDEPENDENT ~~the~~REGISTERED ~~accompanying~~PUBLIC ~~consolidated~~ACCOUNTING balance sheets of Ezagoo Limited and its subsidiaries (the “Company”) as of December 31, 2023, the related statements of operations and comprehensive loss, stockholders’ deficit, and cash flows for the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).FIRM

~~Going~~To: ~~Concern~~The ~~Matter~~Board of Directors and Stockholders of

~~The~~Ezagoo accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has an accumulated deficit of $4,738,914, net current liabilities of $3,153,392, negative operating cashflows of $1,104,350 and operated a net loss of $907,126 that raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.Limited

~~Basis~~Opinion ~~for~~on ~~Opinion~~the Financial Statements

~~These~~We ~~consolidated~~have ~~financial~~audited ~~statements~~the ~~are~~accompanying ~~the~~consolidated ~~responsibility~~balance sheets of ~~the~~Ezagoo ~~Company’s~~Limited ~~management.~~and ~~Our~~its ~~responsibility~~subsidiaries is(the to“Company”) ~~express~~as anof ~~opinion~~December on31, ~~the~~2024 ~~Company’s~~and ~~consolidated~~2023, ~~financial~~the related statements ~~based~~of onoperations ~~our~~and ~~audit.~~comprehensive Weloss, ~~are~~stockholders’ adeficit, ~~public~~and ~~accounting~~cash ~~firm registered with~~flows for the ~~Public~~years ~~Company~~then ~~Accounting~~ended, ~~Oversight~~and ~~Board~~the ~~(United~~related ~~States)~~notes (collectively referred to as the “~~PCAOB~~consolidated financial statements”). In ~~and~~our ~~are~~opinion, ~~required~~the toconsolidated befinancial ~~independent~~statements ~~with~~present ~~respect to~~fairly, ~~the~~in ~~Company~~all inmaterial ~~accordance~~respects, ~~with~~the financial position of the Company ~~U.S.~~as ~~federal~~of ~~securities~~December ~~laws~~31, 2024 and 2023, and the ~~applicable~~results ~~rules~~of its operations and ~~regulations~~its ofcash flows for the ~~Securities~~years ~~and~~then ended, in ~~Exchange~~conformity ~~Commission~~with ~~and~~accounting principles generally accepted in the ~~PCAOB~~United States of America (“U.S. GAAP”).

WeGoing ~~conducted~~Concern our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.Matter

~~Our~~The ~~audit~~accompanying ~~also~~consolidated ~~included~~financial ~~evaluating~~statements have been prepared assuming that the ~~accounting~~Company ~~principles~~will ~~used~~continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has an accumulated deficit of $5,324,244, net current liabilities of $3,566,393, negative operating cashflows of $620,934 and ~~significant~~operated ~~estimates~~a ~~made~~net byloss ~~management~~of $585,330 that asraises ~~well~~substantial doubt about its ability to continue as ~~evaluating~~a going concern. Management’s plans in regard to these matters are ~~the~~also ~~overall~~described ~~presentation~~in ofNote ~~the~~2. The consolidated financial statements. Wedo ~~believe~~not ~~that~~include ~~our~~any ~~audit~~adjustments ~~provides~~that amight ~~reasonable~~result ~~basis~~from ~~for~~the ~~our~~outcome of ~~opinion~~this uncertainty.

~~/s/~~Basis ~~Enrome~~for ~~LLP~~Opinion

WeThese ~~have~~consolidated ~~served~~financial asstatements are the responsibility of the Company’s ~~auditor~~management. ~~since~~Our ~~2024~~responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

~~Singapore~~We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

~~April~~Our 8audit also included evaluating the accounting principles used and significant estimates made by management, ~~2024~~as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

~~F-2~~/s/ Enrome LLP

~~REPORT~~We OFhave ~~INDEPENDENT~~served ~~REGISTERED~~as ~~PUBLIC~~the ~~ACCOUNTING~~Company’s ~~FIRM~~auditor since 2024.

~~To: The Board of Directors and Stockholders of~~Singapore

~~Ezagoo Limited~~May 15, 2025

~~Opinion on the Consolidated Financial Statements~~F-2

WeEZAGOO have audited the accompanying consolidated balance sheets of Ezagoo Limited and its subsidiaries (the “Company”) as of December 31, 2022 and 2021, the related statements of operations and comprehensive loss, stockholders’ deficit, and cash flows for the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.LIMITED

~~Going~~CONSOLIDATED ~~Concern~~BALANCE ~~Matter~~SHEETS

~~The~~AS ~~accompanying~~OF ~~consolidated~~DECEMBER ~~financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements~~31, ~~the~~2024 ~~Company~~AND has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.2023

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

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

	2024			2023
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	193,434		$	266,542
Amount due from related parties		-			141
Deposits, prepayments and other receivables		28,376			28,763
Income tax receivables		2,073			2,073
Total current assets		223,883			297,519

NON-CURRENT ASSETS
Property and equipment, net		-			-
Right-of-use assets		-			21,603
Total non-current assets		-			21,603

TOTAL ASSETS	$	223,883		$	319,122

LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES
Accounts payable	$	16,036		$	13,527
Accrual, other payable and deposits received		79,360			172,718
Amount due to related parties		3,694,880			3,243,063
Lease liabilities		-			21,603
Total current liabilities		3,790,276			3,450,911

NON-CURRENT LIABILITIES
Other Payable		50,889			-
Total non-current Liabilities		50,889			-
TOTAL LIABILITIES		3,841,165			3,450,911

STOCKHOLDERS’ DEFICIT
Preferred stock, $0.0001 par value, 200,000,000 shares authorized, None issued and outstanding		-			-
Common stock, $0.0001 par value, 600,000,000 shares authorized, 119,956,826 shares issued and outstanding as of December 31, 2024 and 2023, respectively		11,996			11,996
Additional paid-in capital		1,469,166			1,469,166
Accumulated other comprehensive income		225,800			125,963
Accumulated deficit		(5,324,244	)		(4,738,914	)
TOTAL STOCKHOLDERS’ DEFICIT		(3,617,282	)		(3,131,789	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	223,883		$	319,122

WeSee ~~conducted~~accompanying ~~our~~notes ~~audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit~~ to ~~obtain reasonable assurance about whether~~ the consolidated financial statements ~~are free of material misstatement, whether due to error or fraud~~. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.F-3

~~Critical~~EZAGOO ~~Audit Matters~~LIMITED

~~Critical~~CONSOLIDATED ~~audit~~STATEMENTS ~~matters~~OF ~~are~~OPERATIONS ~~matters~~AND ~~arising~~COMPREHENSIVE from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.LOSS

~~/s/ TAAD~~FOR ~~LLP~~THE YEARS ENDED DECEMBER 31, 2024 AND 2023

We(Currency ~~have~~expressed ~~served~~in asUnited ~~the~~States ~~Company’s~~Dollars ~~auditor~~(“US$”), ~~since~~except ~~2018.~~for number of shares)

Diamond Bar, California

	2024			2023
	For the year ended December 31,
	2024			2023

REVENUE	$	125,195		$	166,396
COSTS OF REVENUE		(138,046	)		(265,478	)
GROSSLOSS		(12,851	)		(99,082	)

OPETATING EXPENSES
Sales and marketing expenses		(123,094	)		(112,409	)
General and administrative expenses		(484,872	)		(697,525	)
TOTAL OPERATING EXPENSES		(607,966	)		(809,934	)

OPERATING LOSS		(620,817	)		(909,016	)

OTHER INCOME (EXPENSES)
Other income		35,493			1,979
Other expenses		(6	)		(89	)
TOTAL OTHER INCOME		35,487			1,890

LOSS BEFORE INCOME TAX		(585,330	)		(907,126	)

INCOME TAX EXPENSE		-			-
NET LOSS	$	(585,330	)	$	(907,126	)

Other comprehensive income:

Foreign exchange adjustment		99,837			49,683
COMPREHENSIVE LOSS	$	(485,493	)	$	(857,443	)

Net loss per share - Basic and diluted	$	(0.00	)	$	(0.01	)

Weighted average number of common shares outstanding – Basic and diluted		119,956,826			119,956,826

~~June~~See 7,accompanying ~~2023~~notes to the consolidated financial statements.

F-34

EZAGOO LIMITED

CONSOLIDATED ~~BALANCE~~STATEMENTS ~~SHEETS~~OF CHANGES IN STOCKHOLDERS’ DEFICIT

~~AS OF~~FOR THE YEARS ENDED DECEMBER 31, ~~2023~~2024 AND ~~2022~~2023

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

	2023			2022
	Number of shares			Amount			PAID-IN CAPITAL		COMPREHENSIVE INCOME		ACCUMULATED DEFICIT			STOCKHOLDER S’ DEFICIT
ASSETS
	COMMON STOCK						ADDITIONAL		ACCUMULATED OTHER					TOTAL
CURRENT ASSETS
	Number of shares			Amount			PAID-IN CAPITAL		COMPREHENSIVE INCOME		ACCUMULATED DEFICIT			STOCKHOLDER S’ DEFICIT
Cash and cash equivalents	$	266,542		$	454,980
Balance as of December 31, 2022		119,956,826		$	11,996		$	1,467,490	$	76,280	$	(3,831,788	)	$	(2,276,022	)
Amount due from related parties		141			686
Additional paid in capital of August 2019 that reclassified from other payables								1,676							1,676
Deposits, prepayments and other receivables		28,763			43,066
Net loss		-			-			-		-		(907,126	)		(907,126	)
Income tax receivables		2,073			3,859
Accumulated other comprehensive income		-			-			-		49,683		-			49,683
Total current assets		297,519			502,591
Balance as of December 31, 2023		119,956,826		$	11,996		$	1,469,166	$	125,963	$	(4,738,914	)	$	(3,131,789	)
NON-CURRENT ASSETS
Balance		119,956,826		$	11,996		$	1,469,166	$	125,963	$	(4,738,914	)	$	(3,131,789	)
Property, plant and equipment, net		-			1,124
Net loss		-			-			-		-		(585,330	)		(585,330	)
Operating lease right-of-use assets		-			181,520
Accumulated other comprehensive income		-			-			-		99,837		-			99,837
Operating lease right-of-use assets, related party		21,603			-
Balance as of December 31, 2024		119,956,826		$	11,996		$	1,469,166	$	225,800	$	(5,324,244	)	$	(3,617,282	)
Operating lease right-of-use assets		21,603			-
Balance		119,956,826		$	11,996		$	1,469,166	$	225,800	$	(5,324,244	)	$	(3,617,282	)
Total non-current assets		21,603			182,644
TOTAL ASSETS	$	319,122		$	685,235
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES
Accounts payable	$	13,527		$	20,594
Accrual, other payable and deposits received		172,718			411,411
Amount due to director		27,577			27,584
Amount due to related parties		3,215,486			2,342,816
Deferred revenue		-			2,837
Operating lease liabilities-current		-			156,015
Operating lease liabilities, related party-current		21,603			-
Operating lease liabilities-current		21,603			-
Total current liabilities		3,450,911			2,961,257
TOTAL LIABILITIES		3,450,911			2,961,257
STOCKHOLDERS’ DEFICIT
Preferred stock, $0.0001 par value, 200,000,000 shares authorized, None issued and outstanding		-			-
Common stock, $0.0001 par value, 600,000,000 shares authorized, 119,956,826 shares issued and outstanding as of December 31, 2023 and 2022, respectively		11,996			11,996
Additional paid-in capital		1,469,166			1,467,490
Accumulated other comprehensive loss		125,963			76,280
Accumulated deficit		(4,738,914	)		(3,831,788	)
TOTAL STOCKHOLDERS’ DEFICIT		(3,131,789	)		(2,276,022	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	319,122		$	685,235

See accompanying notes to ~~the~~ consolidated financial statements.

F-45

EZAGOO LIMITED

CONSOLIDATED STATEMENTS OF ~~OPERATIONS~~CASH ~~AND COMPREHENSIVE LOSS~~FLOWS

FOR THE YEARS ENDED DECEMBER 31, ~~2023~~2024 AND ~~2022~~2023

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

	For the year ended December 31,
		2024			2023
	2023			2022
		For the year ended December 31,
REVENUE	$			$
		2024			2023
Related party		-			9
CASH FLOWS FROM OPERATING ACTIVITIES:
Non-related party		166,396			286,045
Net loss	$	(585,330	)	$	(907,126	)
Total Revenue		166,396			286,054
Adjustments to reconcile net loss to net cash used in operating activities
COSTS AND EXPENSES
Depreciation		-			1,124
Cost of revenue for short video produce costs, related party		-			(5,334	)
Changes in operating assets and liabilities:
Cost of revenue for costs of goods sold and sales commission		(108,720	)		(44,661	)
Deposit, prepayments, and other receivables		(416	)		13,208
Cost of revenue for salaries and related expenses		(156,758	)		(196,970	)
Accounts payable		2,927			(6,545	)
Sales and marketing expenses		(112,409	)		(136,186	)
Accrual and other payable		(38,115	)		(185,561	)
General and administrative expenses		(697,525	)		(1,076,379	)
Receipts in advance		-			(43,929	)
TOTAL COSTS AND EXPENSES		(1,075,412	)		(1,459,530	)
Deferred revenue		-			(2,771	)
OPERATING LOSS		(909,016	)		(1,173,476	)
Income tax payable		-			1,745
OTHER INCOME (EXPENSES)
Right-of-use assets		(21,603	)		203,123
Other income		1,979			7,046
Lease liabilities		21,603			(177,618	)
Other expenses		(89	)		(16	)
Net cash used in operating activities		(620,934	)		(1,104,350	)
Imputed interest expenses		-			(82,583	)
CASH FLOWS FROM FINANCING ACTIVITIES:
TOTAL OTHER INCOME (EXPENSES)		1,890			(75,553	)
Funds advanced from related parties		531,152			937,934
LOSS BEFORE INCOME TAX		(907,126	)		(1,249,029	)
Repayment to related parties		3,871			347
INCOME TAX EXPENSE		-			(4,579	)
Net cash provided by financing activities		535,023			938,281
NET LOSS	$	(907,126	)	$	(1,253,608	)
Effect of exchange rate changes on cash and cash equivalents		12,803			(22,369	)
Other comprehensive income:
Net change in cash and cash equivalents		(73,108	)		(188,438	)
Foreign exchange adjustment		49,683			183,783
Cash and cash equivalents, beginning of year		266,542			454,980
COMPREHENSIVE LOSS	$	(857,443	)	$	(1,069,825	)
CASH AND CASH EQUIVALENTS, END OF YEAR	$	193,434		$	266,542
Net income (loss) per share - Basic and diluted	$	(0.01	)	$	(0.01	)
SUPPLEMENTAL CASH FLOWS INFORMATION
Weighted average number of common shares outstanding – Basic and diluted		119,956,826			119,956,826
Income taxes paid	$	-		$	-
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Right-of-use asset obtained in exchanged for new operating lease liability	$	-		$	42,438

See accompanying notes to the consolidated financial statements.

F-56

EZAGOO LIMITED

~~CONSOLIDATED~~NOTES ~~STATEMENTS~~TO OFCONSOLIDATED ~~CHANGES~~FINANCIAL ~~IN STOCKHOLDERS’ DEFICIT~~STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, ~~2023~~2024 AND ~~2022~~2023

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

	Number of shares		Amount		PAID-IN CAPITAL		COMPREHENSIVE INCOME			ACCUMULATED DEFICIT			STOCKHOLDER S’ DEFICIT
	COMMON STOCK				ADDITIONAL		ACCUMULATED OTHER						TOTAL
	Number of shares		Amount		PAID-IN CAPITAL		COMPREHENSIVE INCOME			ACCUMULATED DEFICIT			STOCKHOLDER S’ DEFICIT
Balance as of December 31, 2021		119,956,826	$	11,996	$	1,384,907	$	(107,503	)	$	(2,578,180	)	$	(1,288,780	)
Imputed interests of year 2022		-		-		82,583		-			-			82,583
Net loss		-		-		-		-			(1,253,608	)		(1,253,608	)
Accumulated other comprehensive income		-		-		-		183,783			-			183,783
Balance as of December 31, 2022		119,956,826	$	11,996	$	1,467,490	$	76,280		$	(3,831,788	)	$	(2,276,022	)
Balance		119,956,826	$	11,996	$	1,467,490	$	76,280		$	(3,831,788	)	$	(2,276,022	)
Additional paid in capital of August 2019 that reclassified from other payables		-		-		1,676		-			-			1,676
Net loss		-		-		-		-			(907,126	)		(907,126	)
Net income (loss)		-		-		-		-			(907,126	)		(907,126	)
Accumulated other comprehensive income		-		-		-		49,683			-			49,683
Balance as of December 31, 2023		119,956,826	$	11,996	$	1,469,166	$	125,963		$	(4,738,914	)	$	(3,131,789	)
Balance		119,956,826	$	11,996	$	1,469,166	$	125,963		$	(4,738,914	)	$	(3,131,789	)

1. ORGANIZATION AND BUSINESS BACKGROUND

~~See~~Ezagoo ~~accompanying~~Limited, ~~notes~~a toNevada ~~consolidated~~corporation ~~financial~~(“the ~~statements~~Company”) was incorporated under the laws of the State of Nevada on May 9, 2018.

~~F-6~~On May 9, 2018 Tan, Xiaohao was appointed as President, Secretary, Treasurer, and Director of the Company.

~~EZAGOO~~On ~~LIMITED~~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.

~~CONSOLIDATED~~On ~~STATEMENTS~~June OF30, ~~CASH~~2018 ~~FLOWS~~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.

~~FOR~~On ~~THE~~June ~~YEARS~~6, ~~ENDED~~2018 ~~DECEMBER~~Ezagoo 31Holding Limited, ~~2023~~a ~~AND~~Seychelles ~~2022~~Company, acquired Ezagoo Limited, A Hong Kong Company, in consideration of $0.13.

~~(Currency~~Ezagoo ~~expressed~~Limited, ina ~~United~~Nevada ~~States~~Company, ~~Dollars~~acquired ~~(“US~~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.

	For the year ended December 31,
	2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(907,126	)	$	(1,253,608	)
Adjustments to reconcile net loss to net cash used in operating activities
Imputed interest expense		-			82,583
Depreciation		1,124			10,200
Changes in operating assets and liabilities:
Deposit, prepayments, and other receivables		13,208			15,488
Accounts payable		(6,545	)		(5,904	)
Accrual and other payable		(185,561	)		133,531
Receipts in advance		(43,929	)		48,664
Deferred revenue		(2,771	)		(102,326	)
Income tax payable		1,745			(25,255	)
Operating lease right-of-use assets		181,520			169,464
Operating lease right-of-use assets, related party		21,603			-
Operating lease liabilities		(156,015	)		(198,529	)
Operating lease liabilities, related party		(21,603	)		-
Net cash used in operating activities		(1,104,350	)		(1,125,692	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from related parties		-			312,348
Funds advanced from related parties		937,934			695,276
Repayment to director		347			-
Net cash provided by financing activities		938,281			1,007,624
Effect of exchange rate changes on cash and cash equivalents		(22,369	)		13,929
Net change in cash and cash equivalents		(188,438	)		(104,139	)
Cash and cash equivalents, beginning of year		454,980			559,119
CASH AND CASH EQUIVALENTS, END OF YEAR	$	266,542		$	454,980
SUPPLEMENTAL CASH FLOWS INFORMATION
Income taxes paid	$	-		$	25,927
Interest paid	$	-		$	-
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Right-of-use asset exchanged for lease liability	$	42,438		$	-

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.

~~See~~The ~~accompanying~~three ~~notes~~companies toabove are under common control Mr. Tan, Xiaohao, the ~~consolidated~~director ~~financial~~of ~~statements~~the Company, so they are related parties.

~~F-7~~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 Industrial Development Group Holding Limited (formerly known as Beijing Ezagoo Shopping Holding Limited), also referred to herein as “BEID” (instead of “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 herein as “BEZL” (formerly known as Hunan Ezagoo Zhicheng Internet Technology Limited), a Chinese, “PRC” Company, from RFLL and BEID (formerly known as BESH). These equity interests would make up 100% of the equity interests of Beijing Ezagoo Zhicheng Internet Technology Limited (formerly known as Hunan Ezagoo Zhicheng Internet Technology Limited). Beijing Ezagoo Zhicheng Internet Technology Limited (formerly known as Hunan 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.

~~EZAGOO~~On ~~LIMITED~~July 20, 2018, CETL entered into and consummated an agreement with BEID (formerly known as BESH) and RFLL whereas BEID (formerly known as 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 (formerly known as Hunan 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 herein as “BEZL” (formerly known as Hunan 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.

~~NOTES~~On TOJuly ~~CONSOLIDATED~~20, ~~FINANCIAL~~2018, ~~STATEMENTS~~CETL entered into and consummated an agreement with BEID (formerly known as BESH) and RFLL whereas BEID (formerly known as BESH) and RFLL have engaged CETL to provide management, financial, and other business services to Beijing Ezagoo Zhicheng Internet Technology Limited herein as “BEZL” (formerly known as Hunan Ezagoo Zhicheng Internet Technology Limited). CETL is to be compensated with 100% of all profits generated by Hunan Ezagoo Zhicheng Internet Technology Limited. This Agreement is effective as of July 20, 2018 and will continue in effect for a period often (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 (formerly known as Hunan 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.

~~FOR~~On ~~THE~~July ~~YEARS~~20, ~~ENDED~~2018, ~~DECEMBER~~CETL 31entered into and consummated an agreement with BEID (formerly known as BESH) and RFLL whereas BEID (formerly known as BESH) and RFLL have pledged their equity interests in Beijing Ezagoo Zhicheng Internet Technology Limited (formerly known as Hunan Ezagoo Zhicheng Internet Technology Limited), ~~2023~~to ~~AND~~CETL. ~~2022~~More information regarding this agreement can be found in exhibit 10.4, titled, “Equity Pledge Agreement.”

~~(Currency~~On ~~expressed~~July in20, ~~United~~2018, ~~States~~CETL ~~Dollars~~entered into a loan agreement with BEID (~~“US~~formerly known as BESH) and RFLL wherein CETL will loan the amount of approximately CNY$”100,000 (Chinese Yuan) to BESH and RFLL, ~~except~~all of which shall be used for ~~number~~the benefit of ~~shares~~Beijing Ezagoo Zhicheng Internet Technology Limited herein as “BEZL” (formerly known as Hunan Ezagoo Zhicheng Internet Technology Limited). The total amount of the loan is due on, or before, December 31, 2018.

1.Beijing ~~ORGANIZATION~~Ezagoo ~~AND~~Zhicheng ~~BUSINESS~~Internet ~~BACKGROUND~~Technology Limited herein as “BEZL” (formerly known as Hunan Ezagoo Zhicheng Internet Technology Limited) is the Company through which we operate, and which shares our business plan to provide video advertising on buses & the Mobile APP.

~~Ezagoo~~On ~~Limited~~July 31, a2018 ~~Nevada~~Xin ~~corporation~~Yang ~~(“the Company”)~~ was ~~incorporated~~appointed ~~under~~Chief ~~the~~Financial ~~laws~~Officer of the ~~State of Nevada on May 9, 2018~~Company.

On January 18, 2021, RFLL, one of the Equity ~~May~~owners 9of BEZL, ~~2018~~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). ~~was~~Therefore, ~~appointed~~on asJanuary ~~President~~18, ~~Secretary~~2021, ~~Treasurer~~CETL entered and consummated the Call Option Agreement Amendment No.1 (exhibit 10.1A) with BEID and WCXYID, the Shareholder Voting Rights Proxy Agreement Amendment No.1 (exhibit 10.2A) with BEID and ~~Director~~WCXYID, ofthe Management Services Agreement Amendment No.1 (exhibit 10.3A) with BEZL, the ~~Company~~Equity Pledge Agreement Amendment No.1 (exhibit 10.4A) with BEID and WCXYID, and the Loan Agreement Amendment No.1 (exhibit 10.5A) with BEID and WCXYID.

On ~~May~~March 93, ~~2018~~2021, ~~our~~the ~~President,~~Company ~~Tan,~~incorporated ~~Xiaohao,~~a ~~purchased~~branch ~~90,050,500~~company ~~shares~~ of ~~restricted~~Beijing ~~common~~Ezagoo ~~stock~~Zhicheng atInternet aTechnology ~~purchase~~Limited, ~~price~~named ofChangsha ~~$0.0001 (par~~branch ~~value)~~of ~~per~~Beijing ~~share.~~Ezagoo ~~The~~Zhicheng ~~proceeds~~Internet ~~from~~Technology ~~the sale~~Limited, ~~which~~the ~~were~~reason into continue the ~~amount~~operating ofin ~~$9,005~~Changsha ~~have~~is ~~gone~~we ~~directly~~had adapted to the ~~Company~~business environment ~~for~~and ~~initial~~adjusted ~~working capital~~business strategy.

On ~~June~~August 3028, ~~2018 Zhang~~2023, ~~Qianwen~~the ~~and~~existing ~~Greenpro~~officer ~~Asia~~resigned ~~Strategic~~immediately. ~~SPC-~~Accordingly, ~~Greenpro~~Mr. ~~Asia~~Xin ~~Strategic~~Yang, ~~Fund~~serving SPas ~~purchased~~an 3officer,~~591,000~~ ~~and~~ceased ~~1,358,500~~to ~~shares of~~be ~~restricted~~the ~~common~~Company’s Chief ~~stock~~Financial ~~respectively~~Officer. atOn athe ~~purchase~~effective ~~price~~date, ~~of $0~~Ms.~~0001~~ ~~(par~~Yibo ~~value)~~Li ~~per~~consented ~~share.~~to ~~The~~act ~~proceeds~~as ~~from~~ the ~~sale,~~new ~~which~~Chief ~~were in~~Financial ~~the~~Officer ~~amount~~ of ~~$495, have gone directly to~~ the Company ~~for initial working capital~~.

OnEZAGOO ~~June~~LIMITED 6,and ~~2018~~its ~~Ezagoo~~subsidiaries ~~Holding~~are ~~Limited,~~hereinafter areferred ~~Seychelles~~to ~~Company,~~as ~~acquired~~the ~~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.F-7

OnEZAGOO 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.LIMITED

~~The~~NOTES ~~three~~TO ~~companies~~CONSOLIDATED ~~above~~FINANCIAL ~~are under common control Mr. Tan, Xiaohao, the director of the Company, so they are related parties.~~STATEMENTS

~~On July~~FOR ~~20,~~THE ~~2018,~~YEARS ~~Changsha~~ENDED ~~Ezagoo~~DECEMBER ~~Technology Limited~~31, ~~the~~2024 ~~Hong~~AND Kong Company, also referred to herein as “CETL”, entered into and consummated an agreement with Beijing Ezagoo Industrial Development Group Holding Limited (formerly known as Beijing Ezagoo Shopping Holding Limited), also referred to herein as “BEID” (instead of “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 herein as “BEZL” (formerly known as Hunan Ezagoo Zhicheng Internet Technology Limited), a Chinese, “PRC” Company, from RFLL and BEID (formerly known as BESH). These equity interests would make up 100% of the equity interests of Beijing Ezagoo Zhicheng Internet Technology Limited (formerly known as Hunan Ezagoo Zhicheng Internet Technology Limited). Beijing Ezagoo Zhicheng Internet Technology Limited (formerly known as Hunan 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.2023

~~On July 20, 2018, CETL entered into and consummated an agreement with BEID~~ (~~formerly known as BESH) and RFLL whereas BEID (formerly known~~Currency asexpressed ~~BESH)~~in ~~and~~United ~~RFLL~~States ~~have~~Dollars ~~given CETL the right to appoint management of CETL to act as proxy to existing shareholders of Beijing Ezagoo Zhicheng Internet Technology Limited~~ (formerly known as Hunan 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 herein as “~~BEZL~~US$” ~~(formerly known as Hunan Ezagoo Zhicheng Internet Technology Limited~~)~~. Actions which management of CETL may be able to carry out include~~, ~~but~~ ~~are~~except ~~not~~for ~~limited~~number ~~to, exercising voting rights as proxy~~ of ~~the existing shareholder(s~~shares)~~, appointing new directors, hiring new management, and carrying out corporate actions.~~

On July 20, 2018, CETL entered into and consummated an agreement with BEID (formerly known as BESH) and RFLL whereas BEID (formerly known as BESH) and RFLL have engaged CETL to provide management, financial, and other business services to Beijing Ezagoo Zhicheng Internet Technology Limited herein as “BEZL” (formerly known as Hunan Ezagoo Zhicheng Internet Technology Limited)2. ~~CETL is to be~~ ~~compensated~~GOING ~~with~~CONCERN 100% of all profits generated by Hunan 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 (formerly known as Hunan 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.UNCERTAINTIES

OnAs ~~July~~of 20December 31, ~~2018~~2024, ~~CETL~~the ~~entered~~Company ~~into~~suffered ~~and~~an ~~consummated~~accumulated andeficit ~~agreement~~of ~~with~~$5,324,244, ~~BEID~~total ~~(formerly~~current ~~known~~liabilities as$3,790,276 ~~BESH)~~and negative operating cashflow of $ 620,934.00 and ~~RFLL~~operated ~~whereas~~a ~~BEID~~net ~~(formerly~~loss of $585,330. ~~known~~The continuation of the Company as ~~BESH)~~a ~~and~~going ~~RFLL~~concern ~~have~~through ~~pledged~~December ~~their~~31, ~~equity~~2024 ~~interests~~is independent ~~Beijing~~upon ~~Ezagoo~~improving ~~Zhicheng~~the ~~Internet~~profitability ~~Technology~~and ~~Limited~~the ~~(formerly~~fund ~~known~~support ~~as Hunan~~is ~~Ezagoo~~provided ~~Zhicheng~~by ~~Internet~~the ~~Technology~~company’s ~~Limited)~~CEO, Tan Xiaohao, who is the largest shareholder of the company. The Amount due to ~~CETL~~director is payable to Tan Xiaohao. ~~More~~The ~~information~~Amount ~~regarding~~due ~~this~~to ~~agreement~~related ~~can~~party beJ ~~found~~is inalso ~~exhibit~~the largest ~~10.4~~payable related party, which is also a holding company of Tan Xiaohao. Because we believe that Tan Xiaohao has the ability to ~~titled,~~provide ~~“Equity~~financial ~~Pledge~~support. ~~Agreement~~Management believes the existing shareholders or external financing will provide the additional cash to meet the Company’s obligations as they become due.”

OnThese ~~July~~and ~~20,~~other ~~2018,~~factors ~~CETL~~raise ~~entered~~substantial ~~into~~doubt aabout ~~loan~~the ~~agreement~~Company’s ~~with~~ability ~~BEID~~to ~~(formerly~~continue ~~known~~ as ~~BESH)~~a ~~and~~going ~~RFLL~~concern. ~~wherein~~These ~~CETL~~financial ~~will~~statements do ~~loan~~not ~~the~~include ~~amount~~any ofadjustments ~~approximately CNY$100,000 (Chinese Yuan)~~ to ~~BESH~~reflect ~~and~~the ~~RFLL,~~possible ~~all~~future ofeffects ~~which shall~~on bethe ~~used~~recoverability ~~for~~and ~~the~~classification ~~benefit~~ of ~~Beijing~~assets ~~Ezagoo~~or ~~Zhicheng~~the ~~Internet Technology Limited herein as “BEZL” (formerly known as~~amounts ~~Hunan~~and ~~Ezagoo~~classification ~~Zhicheng~~of ~~Internet~~liabilities ~~Technology~~that ~~Limited).~~may ~~The~~result ~~total~~in ~~amount~~the ofCompany ~~the~~not ~~loan~~being isable ~~due~~to ~~on,~~continue oras ~~before,~~a ~~December 31,~~going ~~2018~~concern.

~~Beijing~~3. ~~Ezagoo~~SUMMARY ~~Zhicheng~~OF ~~Internet~~SIGNIFICANT ~~Technology~~ACCOUNTING Limited herein as “BEZL” (formerly known as Hunan Ezagoo Zhicheng Internet Technology Limited) is the Company through which we operate, and which shares our business plan to provide video advertising on buses & the Mobile APP.POLICIES

OnThe ~~July~~accompanying ~~31,~~audited ~~2018~~consolidated ~~Xin~~financial ~~Yang~~statements ~~was~~reflect ~~appointed~~the ~~Chief~~application ~~Financial~~of ~~Officer~~certain ofsignificant accounting policies as described in this note and elsewhere in the ~~Company~~accompanying consolidated financial statements and notes.

On● ~~January~~Basis ~~18, 2021, RFLL, one~~ of ~~the~~consolidated 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) with BEID and WCXYID, the Shareholder Voting Rights Proxy Agreement Amendment No.1 (exhibit 10.2A) with BEID and WCXYID, the Management Services Agreement Amendment No.1 (exhibit 10.3A) with BEZL, the Equity Pledge Agreement Amendment No.1 (exhibit 10.4A) with BEID and WCXYID, and the Loan Agreement Amendment No.1 (exhibit 10.5A) with BEID and WCXYID.presentation

OnThese ~~March~~consolidated 3financial statements, ~~2021~~accompanying notes, ~~the~~and ~~Company~~related ~~incorporated~~disclosures ahave ~~branch~~been ~~company~~prepared pursuant to the rules and regulations of ~~Beijing~~the ~~Ezagoo~~U.S. ~~Zhicheng~~Securities ~~Internet~~and ~~Technology~~Exchange ~~Limited,~~Commission ~~named~~(“SEC”). ~~Changsha~~These ~~branch~~accompanying consolidated financial statements have been prepared ofin ~~Beijing~~accordance ~~Ezagoo~~with ~~Zhicheng~~generally ~~Internet~~accepted ~~Technology~~accounting ~~Limited,~~principles in the ~~reason~~United toStates ~~continue~~of ~~the~~America ~~operating~~(“US inGAAP”). ~~Changsha~~The Company’s fiscal year end is weDecember ~~had~~31. ~~adapted~~The toCompany’s ~~the~~financial ~~business environment~~statements ~~and~~are ~~adjusted~~presented ~~business~~in ~~strategy~~U.S. dollars.

OnThe ~~August~~consolidated ~~28,~~financial ~~2023,~~statements ~~the~~include ~~existing officer resigned immediately. Accordingly, Mr. Xin Yang, serving as an officer, ceased to be~~ the ~~Company’s Chief~~accounts ~~Financial~~of ~~Officer.~~EZAGOO OnLIMITED ~~the~~and ~~effective~~its ~~date, Ms~~subsidiaries. ~~Yibo~~All Lisignificant ~~consented~~inter-company tobalances and ~~act~~transactions aswithin the ~~new~~Company ~~Chief~~have ~~Financial~~been ~~Officer~~eliminated ofupon ~~the Company~~consolidation.

~~EZAGOO LIMITED~~● ~~and~~Use ~~its~~of ~~subsidiaries are hereinafter referred to as the “Company”.~~estimates

~~F-8~~In preparing these 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.

~~EZAGOO LIMITED~~● Foreign currencies translation and re-measurement

~~NOTES~~Transactions TOdenominated ~~CONSOLIDATED~~in ~~FINANCIAL~~currencies ~~STATEMENTS~~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.

~~FOR~~The ~~THE~~reporting ~~YEARS~~currency ~~ENDED~~of ~~DECEMBER~~the 31Company is United States Dollars (“US$”) and the accompanying financial statements have been expressed in US$. In addition, ~~2023~~the ~~AND~~Company’s ~~2022~~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.

~~(Currency~~In ~~expressed~~general, infor ~~United~~consolidation ~~States~~purposes, ~~Dollars~~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”), ~~except~~using ~~for~~the ~~number~~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 ~~shares~~financial statements of foreign subsidiary are recorded as a separate component of accumulated other comprehensive income (loss) within the statements of stockholders’ deficit.

2.Translation ~~GOING~~of ~~CONCERN~~amounts ~~UNCERTAINTIES~~from RMB into US$1 has been made at the following exchange rates for the respective periods:

~~As of~~SCHEDULE ~~December~~OF ~~31,~~FOREIGN ~~2023,~~CURRENCY ~~the~~TRANSLATION ~~Company suffered an accumulated deficit of $4,738,914~~OF ~~and~~EXCHANGE operated a net loss of $907,126. The continuation of the Company as a going concern through December 31, 2023 is dependent upon improving the profitability and the fund support is provided by the company’s CEO, Tan Xiaohao, who is the largest shareholder of the company. The Amount due to director is payable to Tan Xiaohao. The Amount due to related party J is also the largest payable related party, which is also a holding company of Tan Xiaohao. Because we believe that Tan Xiaohao has the ability to provide financial support. Management believes the existing shareholders or external financing will provide the additional cash to meet the Company’s obligations as they become due.RATES

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.

	2024		2023
	As of and for the year ended December 31,
	2024		2023
Period-end RMB: US$1 exchange rate		7.30		7.10
Period-average RMB: US$1 exchange rate		7.20		7.08
Period-end HK$: US$1 exchange rate		7.77		7.81
Period-average HK$: US$1 exchange rate		7.81		7.83
Foreign exchange rate		7.81		7.83

~~3. SUMMARY~~● OFCash ~~SIGNIFICANT~~and ~~ACCOUNTING~~cash ~~POLICIES~~equivalents

The ~~accompanying~~Company ~~audited~~considers ~~consolidated~~all ~~financial~~highly ~~statements~~liquid ~~reflect~~instruments ~~the~~with ~~application~~a maturity of ~~certain~~three ~~significant~~months ~~accounting~~or ~~policies~~less asat ~~described in this note and elsewhere in~~ the ~~accompanying~~time ~~consolidated~~of ~~financial~~issuance ~~statements~~to ~~and~~be ~~notes~~cash equivalents.

● ~~Basis~~Account ~~of consolidated presentation~~receivable

~~These~~Account ~~consolidated~~receivable ~~financial~~are ~~statements,~~stated ~~accompanying~~at ~~notes, and related disclosures have been prepared pursuant to~~ the ~~rules~~customer ~~and~~obligations ~~regulations of~~due ~~the~~under ~~U.S.~~normal ~~Securities~~trade ~~and~~terms ~~Exchange~~net ~~Commission (“SEC”). These accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States~~ of ~~America~~allowance ~~(“US~~for ~~GAAP”).~~doubtful ~~The Company’s fiscal year end is December 31~~accounts. ~~The Company’s financial statements are presented in U.S. dollars.~~

~~The consolidated financial statements include the accounts of EZAGOO LIMITED and its subsidiaries. All significant inter~~F-~~company balances and transactions within the Company have been eliminated upon consolidation.~~8

~~● Use of estimates~~EZAGOO LIMITED

InNOTES ~~preparing~~TO ~~these~~CONSOLIDATED ~~consolidated~~FINANCIAL 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.STATEMENTS

●FOR ~~Foreign~~THE ~~currencies~~YEARS ~~translation~~ENDED ~~and~~DECEMBER ~~re-measurement~~31, 2024 AND 2023

~~Transactions~~(Currency ~~denominated~~expressed in ~~currencies~~United ~~other~~States ~~than~~Dollars ~~the~~(“US$”), ~~functional~~except ~~currency~~for ~~are~~number ~~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.shares)

~~The reporting~~● ~~currency~~Property ~~of the Company is United States Dollars (“US$”)~~ and the accompanying financial statements have been expressed in US$. 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.equipment

~~In general,~~Property ~~for~~and ~~consolidation~~equipment ~~purposes,~~are ~~assets~~carried ~~and~~at ~~liabilities~~cost ofless ~~its~~accumulated ~~subsidiaries~~depreciation. ~~whose~~Depreciation ~~functional currency~~ is ~~not~~provided ~~US$~~over ~~are~~their ~~translated~~estimated ~~into US$,~~useful ~~in accordance with ASC Topic 830-30~~lives, ~~“Translation of Financial Statement”,~~ using the ~~exchange~~straight-line ~~rate on the balance sheet date~~method. ~~Revenues~~Estimated ~~and~~useful ~~expenses~~lives ~~are~~of ~~translated at average rates prevailing during~~ the ~~period.~~property ~~The gains~~ and ~~losses~~equipment ~~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.~~follows:

~~Translation~~ SCHEDULE ofOF ~~amounts~~PLANT ~~from~~AND ~~RMB~~EQUIPMENT ~~into~~EXPECTED ~~US$1~~USEFUL ~~has been made at the following exchange rates for the respective periods:~~LIVES

~~SCHEDULE~~Office OFequipment ~~FOREIGN~~3-5 ~~CURRENCY TRANSLATION OF EXCHANGE RATES~~years

	2023		2022
	As of and for the year ended December 31,
	2023		2022
Period-end RMB: US$1 exchange rate		7.10		6.91
Period-average RMB: US$1 exchange rate		7.08		6.73
Period-end HK$: US$1 exchange rate		7.81		7.81
Period-average HK$: US$1 exchange rate		7.83		7.83
Foreign exchange rate		7.83		7.83

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

● ~~Cash and cash equivalents~~Lease

The Company ~~considers~~accounts ~~all~~for ~~highly~~its ~~liquid~~leases ~~instruments~~in accordance with ASC 842 Leases. The Company leases office space. The Company concludes on whether an arrangement is a ~~maturity~~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 ~~three~~identified property, plant or equipment for period of time in exchange for consideration. Leases with an initial term of 12 months or less atare not recorded on the ~~time~~balance ofsheet. ~~issuance~~The toCompany berecognizes these ~~cash~~lease ~~equivalents~~expenses on a straight-line basis over the lease term.

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

~~Account~~ROU ~~receivable~~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. Operating lease ROU assets and liabilities are ~~stated~~recognized at commencement date based on the ~~customer~~present ~~obligations~~value ~~due~~of ~~under~~lease ~~normal~~payments ~~trade~~over ~~terms~~the ~~net~~lease term. As most of ~~allowance~~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 operating lease ROU asset also includes any lease payments made and excludes lease incentives. Lease expense for ~~doubtful~~lease ~~accounts~~payments is recognized on a straight-line basis over the lease term.

~~F-9~~● Revenue recognition

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

~~FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022~~F-9

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

●NOTES TO ~~Property,~~CONSOLIDATED ~~plant~~FINANCIAL ~~and equipment~~STATEMENTS

~~Property, plant~~FOR ~~and~~THE ~~equipment~~YEARS ~~are~~ENDED ~~carried~~DECEMBER ~~at cost less accumulated depreciation. Depreciation is provided over their estimated useful lives~~31, ~~using the~~2024 ~~straight-line~~AND ~~method. Estimated useful lives of the property and equipment are as follows:~~2023

~~SCHEDULE~~(Currency expressed OFin ~~PLANT~~United ~~AND~~States ~~EQUIPMENT~~Dollars ~~EXPECTED~~(“US$”), ~~USEFUL~~except ~~LIVES~~ for number of shares)

Office equipment 3-5 years

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 years ended December 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.

~~The~~Under ~~cost~~Topic of606, ~~maintenance~~revenues are recognized when the promised services and ~~repairs~~goods ishave ~~charged~~been confirmed and transferred to ~~expenses~~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 ~~incurred,~~reductions ~~whereas~~of ~~significant~~revenues. ~~renewals~~The ~~and~~Company ~~betterments~~recognizes ~~are~~revenues ~~capitalized~~net of value added taxes (“VAT”) and relevant charges.

● ~~Lease~~Cost of revenues

~~The~~Cost ~~Company~~of ~~accounts~~revenue ~~for~~includes ~~its~~costs ~~leases~~of ingoods ~~accordance~~sold ~~with~~and ~~ASC~~sales ~~842~~commissions ~~Leases.~~expenses ~~The~~of ~~Company~~e-commerce ~~leases~~trading ~~office~~in ~~space.~~ZCZX, ~~The~~production ~~Company~~costs ~~concludes~~of onshort ~~whether~~video anadvertisement, ~~arrangement~~the isoperating asalaries ~~lease~~for ~~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~~staffs towho ~~the~~running ~~Company to control~~ the ~~use~~ZCZX ofand ~~identified property~~LSM, ~~plant~~and oronline ~~equipment~~cloud ~~for~~and ~~period~~database ofexpenses ~~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~~e-commerce ~~these~~storage ~~lease~~use ~~expenses~~ on aZCZX ~~straight-line~~and ~~basis over the lease term~~LSM.

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

~~ROU~~Revenue ~~assets~~is ~~represent~~recognized ~~the~~net ~~Company’s~~of ~~right~~value-added totaxes ~~use~~(“VAT”). anThe ~~underlying~~VAT ~~asset~~is ~~for~~based ~~the~~on ~~lease~~gross ~~term~~sales price and ~~lease~~VAT ~~liabilities~~rates ~~represent~~applicable to the Company’s ~~obligation~~is to13% ~~make~~of ~~lease~~e-commerce ~~payments~~trading ~~arising~~income ~~from~~and ~~the~~6% ~~lease.~~of ~~Operating~~commission ~~lease~~income ~~ROU~~for ~~assets~~the ~~and~~years ~~liabilities~~ended ~~are~~December ~~recognized at commencement date~~31, ~~based~~2024 onand ~~the~~2023. ~~present~~All ~~value~~ of ~~lease payments over~~ the ~~lease~~VAT ~~term.~~returns filed Asby ~~most of~~ the Company’s ~~leases~~subsidiaries doin ~~not~~the ~~provide an implicit rate~~PRC, ~~the~~ ~~Company~~have ~~determines~~been anand ~~incremental~~remain ~~borrowing~~subject ~~rate~~to ~~based~~examination onby the ~~information~~PRC ~~available~~tax atauthorities ~~commencement~~for ~~date~~five years infrom ~~determining~~ the ~~present value~~date of ~~lease payments~~filing. ~~The~~VAT ~~Company’s~~payables ~~incremental~~are ~~borrowing~~included ~~rate~~in isaccrued ~~a hypothetical rate based on its understanding of what its credit rating would be~~liabilities. ~~The operating lease 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~~Income ~~recognition~~ taxes

The Company ~~assesses~~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 ~~follows~~liabilities are determined based on the ~~guidance~~difference between the financial reporting and tax bases of ~~ASC~~assets and ~~606~~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, ~~revenue~~it ~~from~~is ~~contracts~~more-likely-than-not that ~~with~~some ~~customers~~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 ~~using~~tax expense in the ~~following~~period ~~five~~that ~~steps:~~includes the enactment date of the change in tax rate.

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.

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.

F-10

EZAGOO LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, ~~2023~~2024 AND ~~2022~~2023

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

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 years ended December 31, 2023 and 2022.
	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.

● Earnings per share

~~Under~~The Company computes earnings per share (“EPS”) in accordance with ASC Topic ~~606~~260, ~~revenues~~“Earnings ~~are~~per ~~recognized~~share”. ~~when~~Basic ~~the~~EPS is ~~promised~~measured ~~services~~as ~~and~~the ~~goods~~income ~~have~~or ~~been~~loss ~~confirmed~~available ~~and~~to ~~transferred~~common toshareholders divided by the ~~consumers~~weighted inaverage ~~amounts that~~common ~~reflect~~shares ~~the~~outstanding ~~consideration~~for the period. ~~customer~~Diluted ~~expects~~EPS is similar to bebasic ~~entitled~~EPS tobut inpresents ~~exchange~~the ~~for~~dilutive ~~those~~effect ~~services.~~on ~~The~~a ~~Company~~per ~~presents~~share ~~value~~basis ~~added taxes~~of potential common shares (~~“VAT”~~e.g., convertible securities, options, and warrants) as ~~reductions~~if they had been converted at the beginning of ~~revenues~~the periods presented, or issuance date, if later. Any ~~The~~potential ~~Company~~common ~~recognizes~~shares ~~revenues~~in ~~net~~2024 ofand ~~value~~2023 ~~added~~that ~~taxes~~have an anti-dilutive effect (~~“VAT”)~~i.e. ~~and~~those that increase income per share or decrease ~~relevant~~loss ~~charges~~per share) are excluded from the calculation of diluted EPS.

~~During the~~● ~~year~~Commitments ~~2023, 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”), and providing e-commerce value-added service in LSM WeChat Application which is also subscribed from Weimob (微盟集团, HK02013) (“commission income”, that the Company only generated income till March 2023 now, as the Customer is updating they’re products line since April 2023 and they plan to launch their new products during January 2024).contingencies

●Liabilities for ~~Cost~~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 ~~revenues~~the assessment can be reasonably estimated.

~~Cost of~~● ~~revenue~~Related ~~includes~~party costs of goods sold and sales commissions expenses of e-commerce trading in ZCZX, production costs of short video advertisement, the operating salaries for the staffs who running the ZCZX and LSM, and online cloud and database expenses for e-commerce storage use on ZCZX and LSM.transaction

●A related ~~Value-added~~party ~~taxes~~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.

~~Revenue~~Transactions isinvolving ~~recognized~~related ~~net~~parties ofcannot ~~value-added~~be ~~taxes~~presumed ~~(“VAT”).~~to ~~The~~be ~~VAT~~carried isout ~~based~~ on ~~gross~~an ~~sales~~arm’s-length ~~price~~basis, ~~and~~as ~~VAT rates applicable to~~ the ~~Company is~~requisite ~~13%~~conditions of ~~e-commerce~~competitive, free ~~trading~~market ~~income~~dealings ~~and~~may 6%not ofexist. ~~commission~~Representations ~~income~~about ~~for~~transactions ~~the~~with ~~years~~related ~~ended~~parties, ~~December~~if 31made, ~~2023~~shall ~~and~~not ~~2022.~~imply ~~All~~that of the ~~VAT returns~~related ~~filed~~party bytransactions ~~the~~were ~~Company’s~~consummated ~~subsidiaries~~on interms ~~the~~equivalent ~~PRC, have been and remain subject~~ to ~~examination~~those bythat ~~the~~prevail ~~PRC~~in ~~tax~~arm’s-length ~~authorities~~transactions ~~for~~unless ~~five~~such representations ~~years~~can ~~from~~be ~~the date of filing~~substantiated. ~~VAT payables are included in accrued liabilities.~~

● ~~Income~~Recent ~~taxes~~accounting pronouncements

The Company ~~followed~~has ~~the~~reviewed ~~liability~~all ~~method~~recently ~~of accounting for income taxes in accordance with ASC 740~~issued, ~~Income~~but ~~Taxes,~~not oryet ~~ASC 740. Under this method~~effective, ~~deferred~~accounting ~~tax~~pronouncements ~~assets~~ and ~~liabilities~~does ~~are~~not ~~determined~~believe ~~based on~~ the ~~difference~~future ~~between~~adoption ~~the financial reporting and tax bases~~ of ~~assets~~ ~~and~~any ~~liabilities~~such ~~using~~pronouncements ~~enacted~~may ~~tax rates that will~~ be ~~in effect in the period in which the differences are~~ expected to ~~reverse.~~cause ~~The Company recorded~~ a ~~valuation~~material ~~allowance~~impact ~~to offset deferred tax assets if based~~ on ~~the~~its ~~weight~~financial ofcondition ~~available evidence, it is more-likely-than-not that some portion,~~ or ~~all, of~~ the ~~deferred~~results ~~tax assets will not be realized. The effect on deferred taxes~~ of aits ~~change in tax rate is recognized in tax expense in the period that includes the enactment date of the change in tax rate~~operations.

~~The Company accounted for uncertainties in income taxes in accordance with ASC 740~~4. ~~Interest and penalties related to unrecognizable tax~~ ~~benefit~~ PROPERTY ~~recognized~~AND ~~in accordance with ASC 740 are classified in the consolidated statements of comprehensive loss as income tax expense.~~EQUIPMENT

~~F-11~~SCHEDULE OF PROPERTY AND EQUIPMENT

EZAGOO LIMITED

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

~~NOTES~~Depreciation TOexpense, ~~CONSOLIDATED~~classified ~~FINANCIAL~~as ~~STATEMENTS~~operating expenses, was $0 and $1,124 for the twelve months ended December 31, 2024 and 2023, respectively.

~~FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022~~F-11

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

●NOTES TO ~~Earnings~~CONSOLIDATED ~~per~~FINANCIAL ~~share~~STATEMENTS

~~The Company~~FOR ~~computes~~THE ~~earnings~~YEARS ~~per~~ENDED ~~share~~DECEMBER ~~(“EPS”) in accordance with ASC Topic 260~~31, ~~“Earnings~~2024 ~~per~~AND 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 2023 ~~and 2022 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.~~

●(Currency expressed ~~Commitments~~in ~~and~~United ~~contingencies~~States Dollars (“US$”), except for number of shares)

~~Liabilities~~5. ~~for~~AMOUNT ~~loss~~DUE ~~contingencies~~FROM ~~arising~~RELATED 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.PARTIES

● SCHEDULE OF ~~Related~~DUE ~~party~~FROM ~~transaction~~RELATED PARTY

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.

	2024		2023
	As of December 31,
	2024		2023
Related party H	$	-	$	141
Total amount due from related parties	$	-	$	141

~~Transactions~~The ~~involving~~ related ~~parties~~party ~~cannot~~H, beHunan ~~presumed~~Bright toLionrock beMountain ~~carried~~Resort ~~out~~Limited. ~~on an arm~~It’s~~-length~~ ~~basis~~owns by related party J, asBeijing ~~the~~Ezagoo ~~requisite~~Industrial Development ~~conditions~~Group ofHolding ~~competitive~~Limited, ~~free~~ ~~market~~and ~~dealings~~related ~~may~~party ~~not~~G, ~~exist.~~Hunan ~~Representations~~Kuaile ~~about~~Motors ~~transactions~~Camping Site Investment Development Ltd. with ~~related~~equity ~~parties,~~of if80% ~~made~~and 20%, ~~shall~~respectively. As ~~not~~of ~~imply~~December ~~that~~31, ~~the~~2024 ~~related~~and 2023, ~~party~~the ~~transactions~~amount ~~were~~due ~~consummated~~from onthem ~~terms~~are ~~equivalent~~$0 and $141, respectively. It was rent deposit to ~~those~~the ~~that~~related ~~prevail~~party inwith ~~arm’s-length~~the ~~transactions~~lease ~~unless~~period ~~such~~ended ~~representations can~~August be1, ~~substantiated~~2026.

●6. DEPOSITS, ~~Recent~~PREPAYMENTS ~~accounting~~AND ~~pronouncements~~OTHER RECEIVABLES

~~The~~Deposits, ~~Company~~prepayments ~~has reviewed all recently issued, but not yet effective, accounting pronouncements~~ and ~~does~~other ~~not~~receivables ~~believe~~consisted ~~the future adoption~~ of ~~any~~ ~~such pronouncements may be expected to cause a material impact on its financial condition or~~ the ~~results of its operations.~~following:

4. SCHEDULE ~~PROPERTY~~OF DEPOSITS, ~~PLANT~~PREPAYMENTS AND ~~EQUIPMENT~~OTHER RECEIVABLES

SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT

	2024		2023
	As of December 31,
	2024		2023
Prepayments	$	28,376	$	28,763

Total deposits, prepayments and other receivables	$	28,376	$	28,763

	2023			2022
	As of December 31,
	2023			2022
Office equipment	$	42,332		$	42,332
Less: Accumulated depreciation		(42,332	)		(41,208	)
Property, plant and equipment, net	$	-		$	1,124

As of December 31, 2024, the balance $28,376 represented outstanding prepaid expenses which included consultancy expenses, and related costs. As of December 31, 2023, the balance $28,763 represented an outstanding prepayment which included rent prepayment, and related costs.

~~Depreciation~~7. ~~expense,~~ACCOUNTS ~~classified as operating expenses, was $1,124 and $10,200 for the twelve months ended December 31, 2023 and 2022, respectively.~~PAYABLE

~~F-12~~Accounts payable consisted of the following:

~~EZAGOO~~ SCHEDULE ~~LIMITED~~OF ACCOUNTS PAYABLE

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

	2024		2023
	As of December 31,
	2024		2023
Accounts payable	$	16,036	$	13,527

Total	$	16,036	$	13,527

~~FOR THE~~As ~~YEARS~~of ~~ENDED~~December ~~DECEMBER~~ 31, 2024 and 2023, ~~AND~~our ~~2022~~accounts payable were $16,036 and $13,527, respectively, that mainly payables to ZXZC’s e-commence vendors.

~~(Currency~~8. ~~expressed in United States Dollars (“US$”)~~ACCRUAL, ~~except~~OTHER ~~for~~PAYABLE ~~number~~AND ofDEPOSITS ~~shares)~~RECEIVED

5.Accrual, ~~AMOUNT~~other ~~DUE~~payable ~~FROM~~and ~~RELATED~~deposits ~~PARTIES~~received consisted of the following:

SCHEDULE OF ~~DUE~~ACCRUED ~~FROM~~EXPENSES, ~~RELATED~~OTHER ~~PARTY~~PAYABLE AND DEPOSITS RECEIVED

	2023		2022
	2024		2023
	As of December 31,
	2023		2022
	2024		2023
Related party I	$	141	$	-
Accrual	$	6,374	$	39,374
Related party Q		-		686
Other payable		70,020		78,108
Total amount due from related parties	$	141	$	686
Deposits received from customers		2,966		55,236
Total other payable and accrued liabilities	$	79,360	$	172,718

~~The~~Accrual includes ~~related~~the ~~party~~audit I,fee ~~Hunan~~& ~~Bright~~other ~~Lionrock~~accrued ~~Mountain Resort Limited~~expenses. ~~It’s~~Other ~~owns~~payable byinclude ~~related~~the ~~party~~PRC J,taxes ~~Beijing~~payable ~~Ezagoo Industrial Development~~and ~~Group~~salaries ~~Holding Limited, and related party G, Hunan Kuaile Motors Camping Site Investment Development Ltd~~payable. ~~with~~Deposits ~~equity~~received ~~of 80% and 20%, respectively. As of December 31, 2023 and 2022, the amount due~~ from ~~them~~customers ~~are $141~~ and ~~$0,~~e-commerce ~~respectively.~~trading Itfee ~~was rent deposit to the related~~paid ~~party~~in ~~with~~advance ~~the~~by ~~lease period ended August 1, 2024.~~customer

The amount due from related party Q, Grand Progressive Holdings Limited, is 100% owns by GP Brightlight Foundation (that is 100% owns by Mr. Xiaohao Tan), and it’s also a shareholder of the Company. As of December 31, 2023 and 2022, the amount due from them are $0 and $686, respectively.F-12

6.EZAGOO ~~DEPOSITS, PREPAYMENTS AND OTHER RECEIVABLES~~LIMITED

~~Deposits,~~NOTES ~~prepayments~~TO ~~and~~CONSOLIDATED ~~other~~FINANCIAL ~~receivables consisted of the following:~~STATEMENTS

~~SCHEDULE~~FOR OFTHE ~~DEPOSITS~~YEARS ENDED DECEMBER 31, ~~PREPAYMENTS~~2024 AND ~~OTHER RECEIVABLES~~2023

	2023		2022
	As of December 31,
	2023		2022
Prepayments	$	28,763	$	43,066
Total deposits, prepayments and other receivables	$	28,763	$	43,066

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

~~As of December 31, 2023, the balance $28,763 represented outstanding prepaid expenses which included consultancy expenses, and related costs~~9. AsAMOUNT ofDUE ~~December~~TO ~~31,~~RELATED ~~2022, the balance $43,066 represented an outstanding prepayment which included rent prepayment, and related costs.~~PARTIES

~~7. ACCOUNTS~~ SCHEDULE ~~PAYABLE~~OF DUE TO RELATED PARTIES

Accounts payable consisted of the following:


	As of December 31,
	2024		2023
Amount due to related party A	$	44,365	$	27,577
Amount due to related party B		345,086		354,921
Amount due to related party C		22,083		22,712
Amount due to related party D		506,593		520,747
Amount due to related party E		4,796		123,496
Amount due to related party G		248,281		255,358
Amount due to related party H		1,507		-
Amount due to related party I		1,616,016		1,265,159
Amount due to related party J		36,989		38,044
Amount due to related party K		20,893		20,893
Amount due to related party L		327,505		336,840
Amount due to related party M		148,216		130,326
Amount due to related party N		112,337		115,540
Amount due to related party O		-		31,450
Amount due to related party P		260,213		-
Total	$	3,694,880	$	3,243,063

~~SCHEDULE~~Related party OFA ~~ACCOUNT~~is ~~PAYABLE~~Xiaohao Tan, who is director of the Company. For the years ended December 31, 2024 and 2023, a director of the Company advanced $44,365 and $27,577 to the Company, which is unsecured, interest-free with no fixed payment term, for working capital purpose.

	2023		2022
	As of December 31,
	2023		2022
Accounts payable	$	13,527	$	20,594
Total	$	13,527	$	20,594

Related party B is Changsha Boyi Zhicheng Management Consulting Co., Ltd. which is used be 100% owned by Chengfu Tan till April 7, 2023, who is Xiaohao Tan’s father, and is now 100% owns by their legal representative, Mr. Hui Du, but it’s still significant influence by the Company as of the date of this Report. For the years ended December 31, 2024 and 2023, related party B advanced $345,086 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.

AsRelated 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. For the years ended December 31, ~~2023~~2024 and ~~2022~~2023, ~~our~~related ~~accounts~~party ~~payable~~C ~~were~~advanced $1322,~~527~~ 083 and $2022,~~594,~~712 ~~respectively,~~to ~~that~~the ~~mainly~~Company ~~payables~~as working capital and to ~~ZXZC’s~~pay eadministrative expenses, which is unsecured, interest-~~commence~~free with no fixed payment ~~vendors~~term, for working capital purpose.

8Related party D is Ms. Qianwen Zhang, the wife of Mr. Xiaohao Tan. Ms. Qianwen Zhang is also the Legal Company Representative of related party ~~ACCRUAL~~G, ~~OTHER~~Kuaile ~~PAYABLE~~Motors ~~AND~~Camping ~~DEPOSITS~~Site ~~RECEIVED~~Investment Development Limited. For the years ended December 31, 2024 and 2023, related party D advanced $ 506,593 and $520,747 to the Company as working capital, which is unsecured, interest-free with no fixed payment term, for working capital purpose.

~~Accrual,~~Related ~~other~~party ~~payable~~E is Changsha Kexibeier E-commerce Limited, its Legal Company Representative is Ms. Weihong Wan. For the years ended December 31, 2024 and ~~deposits~~2023, ~~received~~related ~~consisted~~party ofE advanced $4,796 and $123,496 to the ~~following:~~Company as working capital, which is unsecured, interest-free with no fixed payment term, for working capital purpose.

~~SCHEDULE~~Related party OFG ~~ACCRUED~~is ~~EXPENSES~~Kuaile Motors Camping Site Investment Development Limited. Mr. Xiaohao Tan and his wife, ~~OTHER~~Ms ~~PAYABLE~~Qianwen ~~AND~~Zhang ~~DEPOSITS~~owns ~~RECEIVED~~86.95% and 8% of its equity, respectively. For the years ended December 31, 2024 and 2023, related party G advanced $248,281 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.

	2023		2022
	As of December 31,
	2023		2022
Accrual	$	39,374	$	32,424
Other payable		78,108		277,283
Deposits received from customers		55,236		101,704
Total other payable and accrued liabilities	$	172,718	$	411,411

F-13

~~Accrual~~EZAGOO includes the audit fee & other accrued expenses. Other payable include the PRC taxes payable and salaries payable. Deposits received from customers are advertisement service and e-commerce trading fee paid in advance by customers. LIMITED

9.NOTES ~~DEFERRED~~TO ~~REVENUE~~CONSOLIDATED FINANCIAL STATEMENTS

~~SCHEDULE~~FOR OFTHE ~~DEFERRED~~YEARS ~~REVENUE~~ENDED DECEMBER 31, 2024 AND 2023

	2023		2022
	As of December 31,
	2023		2022
Deferred revenue	$	-	$	2,837
Total deferred revenue	$	-	$	2,837

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

AsRelated party H is Hunan Bright Lionrock Mountain Resort Limited. It’s owns by related party J and related party G with equity of 80% and 20%, respectively. For the years ended December 31, ~~2023~~2024 and ~~2022~~2023, ~~our~~the ~~deferred~~Company ~~revenue~~had ~~are~~rental expenses of $01,507 and $20 that due to related party I,~~837,~~ respectively.

FRelated party I 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. For the years ended December 31, 2024 and 2023, related party J advanced $ 1,616,016 and $1,265,159 to the Company as working capital and to pay administrative expenses, which is unsecured, interest-13free with no fixed payment term, for working capital purpose.

~~EZAGOO~~Related ~~LIMITED~~party J is Ruiyin (Shenzhen) Financial Leasing Limited. Weihong Wan, Assistant and Secretary of Xiaohao Tan, is a Legal Company Representative of related party K. For the years ended December 31, 2024 and 2023, related party K advanced $36,989 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.

~~NOTES~~Related TOparty ~~CONSOLIDATED~~K ~~FINANCIAL~~is ~~STATEMENTS~~Ezagoo B&R (HongKong) Industry Development Group Limited, which is 100% owns by Mr. Xiaohao Tan. For the years ended December 31, 2024 and 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.

~~FOR~~Related ~~THE~~party ~~YEARS~~L ~~ENDED~~is ~~DECEMBER~~Hunan Ezagoo Film Co., Limited, which 85% of its equity is owns by Mr. Xiaohao Tan. As of December 31, 2024 and 2023, ~~AND~~the Company ~~2022~~has $ 327,505 and $336,840 previous years’ advertising production cost payable to related party M, which is unsecured, interest-free with no fixed payment term.

~~(Currency~~Related ~~expressed~~party inM ~~United~~is ~~States~~Hunan ~~Dollars~~Wancheng ~~(“US~~Xingyi Industrial Development Co., Limited, which is 100% owns by Mr. Xiaohao Tan. As of December 31, 2024 and 2023, related party N advanced $”)148,216 ~~except~~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 ~~number~~working ofcapital ~~shares)~~purpose.

10Related party N is Changsha Little Penguin Culture Communication Co., Limited (formerly known as Hunan Little Penguin Culture Communication Co., ~~AMOUNT~~Limited), ~~DUE~~which TO95% ~~DIRECTOR~~and 5% of its equity is owns by related party J and Mr. Xiaohao Tan, respectively. As of December 31, 2024 and 2023, related party N advanced $112,337 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.

~~For~~Related ~~the~~party ~~years~~O ~~ended~~is ~~December~~Hunan 31Yuancheng Shengwang Marketing Co., ~~2023~~Limited, ~~and~~which ~~2022~~82% of its equity is owns by Mr. Hui Du, athe ~~director~~sole owner of related party B, instead of related party J since November 1, 2023, but it’s still significant influence by the Company as of the date of this Report. As of December 31, 2024 and 2023, related party P advanced $~~27,577~~0 and $2731,~~584~~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.

11Related party P is Chen Zhang , who is the legal representative of Zhicheng Beijing Ezagoo Zhicheng Internet Technology Limited.December 31, ~~AMOUNT~~2024 ~~DUE~~and TO2023, ~~RELATED~~related ~~PARTIES~~party R advanced $260,213 and $0 to the Company as working capital, which is unsecured, interest-free with no fixed payment term, for working capital purpose.

~~SCHEDULE OF DUE TO RELATED PARTIES~~F-14

	2023		2022
	As of December 31,
	2023		2022
Amount due to related party B	$	354,921	$	215,520
Amount due to related party C		22,712		23,330
Amount due to related party D		520,747		242,630
Amount due to related party E		123,496		124,850
Amount due to related party G		255,358		262,309
Amount due to related party H		-		7,486
Amount due to related party I		-		2,461
Amount due to related party J		1,265,159		772,898
Amount due to related party K		38,044		39,079
Amount due to related party L		20,893		20,893
Amount due to related party M		336,840		345,049
Amount due to related party N		130,326		135,321
Amount due to related party O		115,540		118,684
Amount due to related party P		31,450		32,306
Total	$	3,215,486	$	2,342,816
Amount due to related parties	$	3,215,486	$	2,342,816

EZAGOO LIMITED

~~Related~~NOTES ~~party~~TO BCONSOLIDATED isFINANCIAL Changsha Boyi Zhicheng Management Consulting Co., Ltd. which is used be 100% owned by Chengfu Tan till April 7, 2023, who is Xiaohao Tan’s father, and is now 100% owns by their legal representative, Mr. Hui Du, but it’s still significant influence by the Company as of the date of this Report. For the years ended December 31, 2023 and 2022, related party B advanced $354,921 and $215,520 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.STATEMENTS

~~Related~~FOR ~~party~~THE CYEARS isENDED ~~Ms.~~DECEMBER 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. For the years ended December 31, ~~2023~~2024 ~~and~~AND 2022, related party C advanced $22,712 and $23,330 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.2023

~~Related~~(Currency ~~party~~expressed Din isUnited ~~Ms.~~States ~~Qianwen~~Dollars Zhang, the wife of Mr. Xiaohao Tan. Ms. Qianwen Zhang is also the Legal Company Representative of related party G, Kuaile Motors Camping Site Investment Development Limited. For the years ended December 31, 2023 and 2022, related party D advanced (“US$~~520~~”),~~747~~ ~~and~~except ~~$242,630 to the Company as working capital, which is unsecured, interest-free with no fixed payment term,~~ for ~~working~~number ~~capital purpose.~~of shares)

~~Related party E is Changsha Kexibeier E-commerce Limited, its Legal Company Representative is Ms~~10. ~~Weihong Wan. For the years ended December 31, 2023 and 2022, related party E advanced $123,496 and $124,850 to the Company as working~~ ~~capital,~~INCOME ~~which is unsecured, interest-free with no fixed payment term, for working capital purpose.~~TAXES

~~Related party G is Kuaile Motors Camping Site Investment Development Limited. Mr. Xiaohao Tan and his wife, Ms Qianwen Zhang owns 86.95% and 8% of its equity, respectively.~~ For the years ended December 31, ~~2023~~2024 and ~~2022~~2023, ~~related party G advanced $255,358 and $262,309 to~~ the ~~Company~~local as(United ~~working~~States) ~~capital~~ and toforeign ~~pay~~components ~~administrative~~of ~~expenses,~~income ~~which~~(loss) isbefore ~~unsecured,~~income ~~interest-free~~taxes ~~with no fixed payment term,~~were ~~for~~comprised ~~working~~of ~~capital~~the ~~purpose.~~following:

~~Related~~SCHEDULE ~~party~~OF HLOCAL isAND ~~Hunan~~FOREIGN ~~Yijiaren~~COMPONENTS ~~Hotel~~OF ~~Limited~~INCOME ~~that~~(LOSS) isBEFORE ~~ceased~~INCOME on December 13, 2023, it’s owns 90% and 10% by related party J and Ms. Qianwen Zhang, the wife of Mr. Xiaohao Tan, respectively. For the years ended December 31, 2023 and 2022, related party H advanced $0 and $7,486 to the Company as working capital, which is unsecured, interest-free with no fixed payment term, for working capital purpose.TAXES

F-14

	For the year ended December 31,
	2024			2023
Tax jurisdictions from:	$			$
- Local		(60,363	)		(135,274	)
- Foreign, representing
Seychelles		-			-
Hong Kong		46			(78	)
China		(525,013	)		(771,774	)

Income (loss) before income tax	$	(585,330	)	$	(907,126	)

~~EZAGOO~~Effective ~~LIMITED~~and Statutory Rate Reconciliation

~~NOTES~~The TOfollowing ~~CONSOLIDATED~~table ~~FINANCIAL~~summarizes ~~STATEMENTS~~a reconciliation of the Company’s blended statutory income tax rate to the Company’s effective tax rate as a percentage of income from continuing operations before taxes:

~~FOR~~SCHEDULE ~~THE~~OF ~~YEARS~~EFFECTIVE ~~ENDED~~INCOME ~~DECEMBER~~TAX ~~31,~~RATE ~~2023 AND 2022~~RECONCILIATION

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


	For the year ended December 31,
	2024			2023
Statutory tax rate:		21.0	%		21.0	%
Change in income tax valuation allowance		(21.5	)%		(21.5	)%

Effective tax rate		(0.5	)%		(0.5	)%

~~Related~~The ~~party~~effective Itax israte ~~Hunan~~in ~~Bright~~the ~~Lionrock~~periods ~~Mountain~~presented ~~Resort~~is ~~Limited.~~the ~~It’s~~result ~~owns~~of bythe ~~related~~mix ~~party~~of Jincome ~~and~~earned ~~related~~in ~~party~~various Gtax ~~with~~jurisdictions ~~equity~~that ofapply ~~80%~~a ~~and~~broad range ~~20%,~~of ~~respectively~~income tax rates. ~~For~~ the ~~years~~Company ~~ended~~has ~~December~~subsidiaries ~~31,~~that ~~2023~~operate ~~and~~in ~~2022,~~various ~~the~~countries: ~~Company~~United ~~had~~States, ~~rental~~Seychelles, ~~expenses~~Hong ofKong $0 and ~~$2,461~~ China that ~~due~~are subject to ~~related~~taxes ~~party~~in Ithe jurisdictions in which they operate, ~~respectively.~~as follows:

~~Related~~United ~~party~~States ~~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. For the years ended December 31, 2023 and 2022, related party J advanced $1,265,159 and $772,898 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.America

~~Related~~The ~~party~~Company K is ~~Ruiyin~~registered ~~(Shenzhen)~~in ~~Financial~~the ~~Leasing~~State ~~Limited.~~of ~~Weihong~~Nevada ~~Wan, Assistant~~ and ~~Secretary~~is ofsubject ~~Xiaohao~~to ~~Tan,~~the istax alaws ~~Legal Company Representative~~ of ~~related party K. For~~ the ~~years~~United ~~ended~~States ~~December~~of ~~31,~~America ~~2023~~ and ~~2022, related party K advanced $38,044 and $39,079 to~~ the ~~Company~~tax asrate ~~working capital and to pay administrative expenses, which~~ is ~~unsecured, interest-free with no fixed payment term, for working capital purpose~~21%.

~~Related~~The ~~party~~Tax LCut isand ~~Ezagoo~~Jobs ~~B&R~~Act (~~HongKong~~TCJA) ~~Industry~~enacted ~~Development~~in ~~Group~~late ~~Limited,~~2017 ~~which~~added isrules ~~100%~~that ~~owns~~require bythe ~~Mr.~~US ~~Xiaohao~~parent ~~Tan.~~company ~~For~~to ~~the~~include ~~years~~in ~~ended~~income ~~December 31,~~certain ~~2023~~low ~~and~~taxed income. ~~2022,~~The ~~related~~company ~~party~~is Lsubject ~~advanced~~to ~~$20,893~~the ~~and~~these ~~$20,893~~so tocalled ~~the~~GILTI ~~Company~~(Global asIntangible ~~working~~Low-taxed ~~capital~~Income) ~~and~~rules due to ~~pay~~their ~~administrative~~presence ~~expenses~~in the China, ~~which~~Hong isKong ~~unsecured,~~and ~~interest-free~~the ~~with~~Seychelles. noThe ~~fixed~~GILTI ~~payment~~tax ~~term,~~has been properly reflected in their tax provision calculation for ~~working~~the ~~capital~~year ~~purpose~~ended December 31, 2024.

Related party M is Hunan Ezagoo Film Co., Limited, which 85% of its equity is owns by Mr. Xiaohao Tan. As of December 31, 2023 and 2022, the Company has $336,840 and $345,049 previous years’ advertising production cost payable to related party M, which is unsecured, interestF-~~free with no fixed payment term.~~15

~~Related~~EZAGOO party N is Hunan Wancheng Xingyi Industrial Development Co., Limited, which is 100% owns by Mr. Xiaohao Tan. As of December 31, 2023 and 2022, related party N advanced $130,326 and $135,321 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.LIMITED

~~Related~~NOTES ~~party~~TO OCONSOLIDATED isFINANCIAL Changsha Little Penguin Culture Communication Co., Limited (formerly known as Hunan Little Penguin Culture Communication Co., Limited), which 95% and 5% of its equity is owns by related party J and Mr. Xiaohao Tan, respectively. As of December 31, 2023 and 2022, related party N advanced $115,540 and $118,684 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.STATEMENTS

~~Related~~FOR ~~party~~THE PYEARS isENDED ~~Hunan~~DECEMBER Yuancheng Shengwang Marketing Co., Limited, which 82% of its equity is owns by Mr. Hui Du, the sole owner of related party B, instead of related party J since November 1, 2023, but it’s still significant influence by the Company as of the date of this Report. As of December 31, ~~2023~~2024 ~~and~~AND 2022, related party P advanced $31,450 and $32,306 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.2023

~~SCHEDULE~~(Currency expressed OFin ~~DISCLOSURE~~United OFStates ~~RELATED~~Dollars ~~PARTIES~~(“US$”), ~~TRANSACTIONS~~except for number of shares)

	2023		2022
Disclosure of related parties’ transactions	For the year ended December 31,
	2023		2022
Imputed interest expenses to director	$	-	$	1,222
Imputed interest expenses to related parties		-		85,431
Imputed interest income from related parties		-		(4,070	)
Total imputed interest expenses, net	$	-	$	82,583
Commission income, related parties	$	-	$	9
Cost of revenue, related parties	$	-	$	5,334
Office rental fee	$	24,032	$	2,527

Seychelles

~~F-15~~Under the current laws of the Seychelles, Ezagoo Holding Limited is registered as an international business company which governs by the International Business Companies Act of Seychelles and there is no income tax charged in Seychelles.

~~EZAGOO LIMITED~~HongKong

~~NOTES~~From TOthe ~~CONSOLIDATED~~year ~~FINANCIAL~~of ~~STATEMENTS~~assessment of 2018/19 onwards, Hong Kong profit tax rate are 8.25% on assessable profits up to HK$2,000,000 (approximately $255,428), and 16.5% on any part of assessable profits over HK$2,000,000. For the years ended December 31, 2024 and 2023, the Company did not have any assessable profits arising in or derived from Hong Kong, therefore no provision for Hong Kong profits tax was made in the year.

~~FOR~~People’s ~~THE~~Republic ~~YEARS~~of ~~ENDED DECEMBER 31, 2023 AND 2022~~China

~~(Currency~~Changsha ~~expressed~~Ezagoo Technology Limited, Beijing Ezagoo Zhicheng Internet Technology Limited and its Changsha Branch company are operating in ~~United~~the ~~States~~People’s Republic ~~Dollars~~of China (“~~US$~~PRC”) subject to the Corporate Income Tax governed by the Income Tax Law of the People’s Republic of China with a unified statutory income tax rate of 25%. For the years ended December 31, ~~except~~2024 and 2023, the Company did not have any assessable profits arising in or derived from PRC, therefore no provision for ~~number~~PRC ofincome ~~shares)~~tax was made in the year.

~~12.~~ SCHEDULE ~~INCOME~~OF ~~TAXES~~DEFERRED TAX ASSETS

For the years ended December 31, 2023 and 2022, the local (United States) and foreign components of income (loss) before income taxes were comprised of the following:


	As of December 31,
	2024			2023
Deferred tax assets:	$			$
Net operating loss carryforwards
– United States of America		25,690			41,421
– Hong Kong		2,137			4,282
– The PRC		1,167,843			1,036,117
		1,195,670			1,073,256
Less: valuation allowance		(1,195,670	)		(1,073,256	)
Deferred tax assets	$	-		$	-

~~SCHEDULE~~11. OFOPERATING ~~LOCAL AND FOREIGN COMPONENTS OF INCOME (LOSS) BEFORE INCOME TAXES~~LEASE

	For the year ended December 31,
	2023			2022
Tax jurisdictions from:	$			$
- Local		(135,274	)		(62,192	)
- Foreign, representing
Seychelles		-			-
Hong Kong		(78	)		(3,848	)
China		(771,774	)		(1,182,989	)
Income (loss) before income tax	$	(907,126	)	$	(1,249,029	)

The Company has three operating lease agreement for the office space, the first one is in Changsha, Hunan China with remaining lease term of 0 years, the second is in Beijing China with remaining lease term of 0 year, the third is in Changsha, Hunan China with remaining lease term of 1.2 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.

The ~~provision~~details ~~for~~lease ~~income~~terms ~~taxes~~are ~~consisted~~shown ofas ~~the following~~followings:

SCHEDULE OF ~~PROVISION~~DETAILS ~~FOR~~OF ~~INCOME~~LEASE ~~TAXES~~TERM

	For the year ended December 31,
Lease agreement	Expiry Date		Original Lease Term	The Remaining Lease Term
	2023			2022
1st Changsha office rent, related party	Dec 31, 2024		2 years	0 year
Current:	$			$
2nd Beijing office rent, related party	Dec 31, 2024		1 year	0 year
- Local		-			4,579
3rd Changsha office rent, related party	Aug 1, 2024		1 year	1.2 year
- Foreign		-			-
Deferred:
- Local		-			-
- Foreign		-			-
Income tax expense	$	-		$	4,579

~~Effective~~Operating lease right-of-use (“ROU”) assets and ~~Statutory~~liabilities ~~Rate~~are ~~Reconciliation~~recognized at commencement date based on the present value of lease payments over the lease term. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Generally, the implicit rate of interest in arrangements is not readily determinable and the Company utilizes its incremental borrowing rate 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 operating lease ROU asset includes any lease payments made and excludes lease incentives.

~~The~~This ~~following~~standard ~~table~~did ~~summarizes~~not have a ~~reconciliation~~significant ofimpact ~~the~~on ~~Company’s~~our ~~blended~~liquidity ~~statutory~~or ~~income~~on ~~tax~~our ~~rate~~compliance towith ~~the~~our ~~Company’s~~financial ~~effective tax~~covenants ~~rate~~associated aswith aour ~~percentage of income from continuing operations before taxes:~~loans.

~~SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION~~F-16

	2023			2022
	For the year ended December 31,
	2023			2022
Statutory tax rate:		21.0	%		21.0	%
Change in income tax valuation allowance		(21.5	)%		(28.4	)%
Effective tax rate		(0.5	)%		(7.4	)%

EZAGOO LIMITED

~~The~~NOTES ~~effective~~TO ~~tax~~CONSOLIDATED ~~rate~~FINANCIAL in the periods presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rates. the Company has subsidiaries that operate in various countries: United States, Seychelles, Hong Kong and China that are subject to taxes in the jurisdictions in which they operate, as follows:STATEMENTS

~~United~~FOR ~~States~~THE ofYEARS ~~America~~ENDED DECEMBER 31, 2024 AND 2023

~~The~~(Currency ~~Company~~expressed ~~is registered~~ in ~~the State of Nevada and is subject to the tax laws of the~~ United States ofDollars ~~America~~(“US$”), ~~and~~except ~~the~~for ~~tax~~number ~~rate~~of ~~is 21%.~~shares)

The ~~Tax~~components ~~Cut~~of ~~and~~lease ~~Jobs~~expense ~~Act~~and ~~(TCJA)~~supplemental ~~enacted~~cash inflow ~~late~~information ~~2017~~related ~~added rules that require the US parent company~~ to ~~include~~leases in income certain low taxed income. The company is subject to the these so called GILTI (Global Intangible Low-taxed Income) rules due to their presence in the China, Hong Kong and the Seychelles. The GILTI tax has been properly reflected in their tax provision calculation for the ~~year~~period ~~ended~~are ~~December 31,~~as ~~2023.~~follows:

~~F-16~~(a) Rent expenses

~~EZAGOO~~For ~~LIMITED~~the years ended December 31, 2024 and 2023, the Company has incurred rent expenses solely for the office premises on a monthly basis as follows:

~~NOTES~~SCHEDULE TOOF ~~CONSOLIDATED~~LEASE ~~FINANCIAL~~COST ~~STATEMENTS~~AND OTHER INFORMATION

FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022


	As of December 31,
	2024			2023
Lease Cost (included in general and administration in the Company’s audited statement of operations)
Operating lease cost	$	26,692		$	179,179
Operating lease cost	$	26,692		$	179,179

Other Information
Weighted average remaining lease term		-			1.00
Average discount rate – operating leases		4.35	%		4.35	%

~~(Currency~~The ~~expressed~~supplemental inbalance ~~United~~sheet ~~States~~information ~~Dollars~~related ~~(“US$”),~~to ~~except~~leases for ~~number~~the ofperiod ~~shares)~~is as follows:

~~Seychelles~~SCHEDULE OF SUPPLEMENTAL BALANCE SHEET INFORMATION RELATED TO LEASES

Under the current laws of the Seychelles, Ezagoo Holding Limited is registered as an international business company which governs by the International Business Companies Act of Seychelles and there is no income tax charged in Seychelles.


Operating leases right of use assets, net
Operating right-of-use assets	$	-	$	21,603
Total operating right-of-use assets	$	-	$	21,603

Lease liabilities
Operating lease liabilities, current	$	-	$	21,603
Total operating lease liabilities	$	-	$	21,603

~~Hong~~Lease ~~Kong~~expenses were $26,692 and $179,179 during the year ended December 31, 2024 and 2023, respectively.

~~From the year of assessment of 2018/19 onwards, Hong Kong profit tax rate are 8~~12.~~25% on assessable profits up to HK$2,000,000 (approximately~~ ~~$255,428),~~COMMON and 16.5% on any part of assessable profits over HK$2,000,000. For the years ended December 31, 2023 and 2022, the Company did not have any assessable profits arising in or derived from Hong Kong, therefore no provision for Hong Kong profits tax was made in the year.STOCK

~~People’s~~As ~~Republic~~of December 31, 2024 and 2023, the Company has 119,956,826 shares issued and outstanding. There are no shares of ~~China~~preferred stock issued and outstanding.

Changsha Ezagoo Technology Limited, Beijing Ezagoo Zhicheng Internet Technology Limited and its Changsha Branch company are operating in the People’s Republic of China (“PRC”) subject to the Corporate Income Tax governed by the Income Tax Law of the People’s Republic of China with a unified statutory income tax rate of 25%13. ~~For the years ended December 31, 2023 and 2022, the Company did not have any~~ ~~assessable~~ADDITIONAL ~~profits~~PAID-IN ~~arising~~CAPITAL in– orCAPITAL ~~derived from PRC, therefore no provision for PRC income tax was made in the year.~~CONTRIBUTION

~~SCHEDULE~~As OFof ~~DEFERRED~~December ~~TAX~~31, ~~ASSETS~~2024 and 2023, the Company has a total additional paid-in capital - capital contribution balance of $1,469,166 and $1,469,166, respectively.

	2023			2022
	As of December 31,
	2023			2022
Deferred tax assets:	$			$
Net operating loss carryforwards
– United States of America		41,421			13,060
– Hong Kong		(4,282	)		4,821
– The PRC		1,036,117			889,891
Deferred tax assets: Net operating loss carryforwards		1,073,256			907,772
Less: valuation allowance		(1,073,256	)		(907,722	)
Deferred tax assets	$	-		$	-

14. CONCENTRATION OF CREDIT RISK

13Financial instruments, which potentially the Company to concentrations of credit risk, consist primarily of cash. The Company minimizes the concentration ~~OPERATING~~of ~~LEASE~~credit risk associated with its cash by maintaining its cash with high-quality insured financial institutions. However, cash balances in excess of Chinese government (Deposit insurance regulations, effective from May 1, 2015) insured limit of RMB500,000 (approximately of $70,451) are at risk. As of December 31, 2024 and 2023, the Company had cash and cash equivalents of $193,434 and $266,542, with $8,932 and $9,814 was not insured, respectively. The cash that not insured are deposits in non-traditional bank accounts or financial institutions.

The Company has three operating lease agreement for the office space, the first one is in Changsha, Hunan China with remaining lease term of 2 years, the second is in Beijing China with remaining lease term of 1 year, the third is in Changsha, Hunan China with remaining lease term of 015.~~58 year. A lease with an initial term of 12 months or less are not recorded on the balance sheet. The Company accounts~~ ~~for~~SUBSEQUENT ~~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.~~EVENTS

~~The~~In ~~details~~accordance ~~lease~~with ~~terms~~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 ~~shown~~issued, asthe ~~followings:~~Company has evaluated all events or transactions that occurred up to May 15, 2025, 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 other than the above.

~~SCHEDULE OF DETAILS OF LEASE TERM~~F-17

Lease agreement	Expiry Date	Original Lease Term	The Remaining Lease Term
1st Changsha office rent, related party	Dec 31, 2024	2 years	1 year
2nd Beijing office rent, related party	Dec 31, 2024	1 year	1 year
3rd Changsha office rent, related party	Aug 1, 2024	1 year	0.58 year

Operating lease right-of-use (“ROU”) assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Generally, the implicit rate of interest in arrangements is not readily determinable and the Company utilizes its incremental borrowing rate 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 operating lease ROU asset includes any lease payments made and excludes lease incentives.

This standard did not have a significant impact on our liquidity or on our compliance with our financial covenants associated with our loans.

F-17

EZAGOO LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

(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 for the period are as follows:

(a) Rent expenses

For the years ended December 31, 2023 and 2022, the Company has incurred rent expenses solely for the office premises on a monthly basis as follows:

SCHEDULE OF LEASE COST AND OTHER INFORMATION RELATED TO OPERATING LEASES

	2023			2022
	As of December 31,
	2023			2022
Lease Cost (included in general and administration in the Company’s audited statement of operations)					-
Operating lease cost, related party	$	21,735		$	-
Operating lease cost, non-related party		157,444			180,579
Operating lease cost	$	179,179		$	180,579
Other Information
Cash paid for amounts included in the measurement of lease liabilities for the year, related party	$	22,194		$	-
Cash paid for amounts included in the measurement of lease liabilities for the year, non-related party		155,643			185,835
Cash paid for amounts included in the measurement of lease liabilities	$	177,837		$	185,835
Weighted average remaining lease term, related party (in years)		1.00			-
Weighted average remaining lease term, non-related party (in years)		-			0.92
Average discount rate – operating leases		4.35	%		4.35	%

The supplemental balance sheet information related to leases for the period is as follows:

SCHEDULE OF SUPPLEMENTAL BALANCE SHEET INFORMATION RELATED TO LEASES

Operating leases
Operating right-of-use assets, related party	$	21,603	$	-
Operating right-of-use assets, non-related party		-		181,520
Total operating right-of-use assets	$	21,603	$	181,520
Operating lease liabilities, related party - current portion	$	21,603	$	-
Operating lease liabilities, non-related party - current portion		-		156,015
Operating lease liabilities, current portion		-		156,015
Operating lease liabilities, related party - non-current portion		-		-
Operating lease liabilities, non-related party - non-current portion		-		-
Operating lease liabilities, non-current portion		-		-
Total operating lease liabilities	$	21,603	$	156,015

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

SCHEDULE OF MATURITIES OF LEASE LIABILITIES

Period ending December 31,
2024	$	22,115
Total lease payments		22,115
Less: Imputed interest/present value discount		(512	)
Present value of lease liabilities	$	21,603

Lease expenses were $179,179 and $180,579 during the year ended December 31, 2023 and 2022, respectively.

14. COMMON STOCK

As of December 31, 2023 and 2022, the Company has 119,956,826 shares issued and outstanding. There are no shares of preferred stock issued and outstanding.

15. ADDITIONAL PAID-IN CAPITAL – CAPITAL CONTRIBUTION

As of December 31, 2023 and 2022, the Company has a total additional paid-in capital - capital contribution balance of $1,469,166 and $1,467,490, respectively.

16. CONCENTRATION OF CREDIT RISK

Financial instruments, which potentially the Company to concentrations of credit risk, consist primarily of cash. The Company minimizes the concentration of credit risk associated with its cash by maintaining its cash with high-quality insured financial institutions. However, cash balances in excess of Chinese government (Deposit insurance regulations, effective from May 1, 2015) insured limit of RMB500,000 (approximately of $70,451) are at risk. As of December 31, 2023 and 2022, the Company had cash and cash equivalents of $266,542 and $454,980, with $9,814 and $65,322 was not insured, respectively. The cash that not insured are deposits in non-traditional bank accounts or financial institutions.

17. 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 April 8, 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 other than the above.

F-18

Filing Compare · Ezagoo Ltd