UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For
the Quarterly Period Ended
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| ☒ | Smaller reporting company | ||
| Emerging growth company |
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| Class | Outstanding at November 20, 2023 | |
| Common Stock, $.0001 par value |
TABLE OF CONTENTS
| 1 |
PART I – FINANCIAL INFORMATION
Item 1. Financial statements
EZAGOO LIMITED
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 30, 2023 AND DECEMBER 31, 2022
(Currency expressed in United States Dollars (“US$”), except for number of shares)
| As of | ||||||||
September 30, 2023 | December 31, 2022 | |||||||
| (Unaudited) | (Audited) | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Amount due from a related party | ||||||||
| Deposits, prepayments and other receivables | ||||||||
| Income tax receivables | ||||||||
| Total current assets | ||||||||
| NON-CURRENT ASSETS | ||||||||
| Property and equipment, net | ||||||||
| Operating right-of-use assets | ||||||||
| Operating right-of-use assets, related party | ||||||||
| Total non-current assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrual, other payables and deposits received | ||||||||
| Amounts due to a director | ||||||||
| Amounts due to the related parties | ||||||||
| Deferred revenues | ||||||||
| Operating lease liabilities, current portion | ||||||||
| Operating lease liabilities, related party, current portion | ||||||||
| Total current liabilities | ||||||||
| NON-CURRENT LIABILITIES | ||||||||
| Operating lease liabilities, related party, non-current portion | ||||||||
| TOTAL LIABILITIES | $ | $ | ||||||
| STOCKHOLDERS’ DEFICIT | ||||||||
| Preferred stocks, $ par value, shares authorized, issued and outstanding | $ | $ | ||||||
| Common stocks, $ par value, shares authorized, shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated other comprehensive gain | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| TOTAL STOCKHOLDERS’ DEFICIT | ( | ) | ( | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ | $ | ||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
| F-1 |
EZAGOO LIMITED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(Unaudited)
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| REVENUES | $ | $ | $ | $ | ||||||||||||
| Related party | ||||||||||||||||
| Non-related parties | ||||||||||||||||
| TOTAL REVENUES | ||||||||||||||||
| COSTS AND EXPENSES | ||||||||||||||||
| Cost of revenues - short video produce costs, related party | ( | ) | ||||||||||||||
| Cost of revenues - rental and related costs | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Cost of revenues - salaries and related expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Sales and marketing expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| General and administrative expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| TOTAL COSTS AND EXPENSES | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| OPERATING LOSS | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| OTHER INCOME (EXPENSES) | ||||||||||||||||
| Other income (expenses), net | ( | ) | ||||||||||||||
| Imputed interest expenses, net | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| TOTAL OTHER EXPENSES, NET | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| LOSS BEFORE INCOME TAX | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| INCOME TAX EXPENSES | ( | ) | ||||||||||||||
| NET LOSS | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Other comprehensive income | ||||||||||||||||
| Foreign exchange adjustment income | ||||||||||||||||
| COMPREHENSIVE LOSS | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net loss per share - Basic and diluted | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||
| Weighted average number of common shares outstanding – Basic and diluted | ||||||||||||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
| F-2 |
EZAGOO LIMITED
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022
(Currency expressed in United States Dollars (“US$”), except for number of shares)
For the three and nine months ended September 30, 2023
| COMMON STOCKS | ACCUMULATED | |||||||||||||||||||||||
| NUMBERS OF SHARES | AMOUNT | ADDITIONAL PAID-IN CAPITAL | OTHER COMPREHENSIVE LOSS | ACCUMULATED DEFICIT | TOTAL STOCKHOLDERS’ DEFICT | |||||||||||||||||||
| Balance as of January 1, 2023 (Audited) | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
| Imputed interest expenses | - | |||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Other comprehensive loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance as of March 31, 2023 (Unaudited) | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
| Imputed interest expenses | - | |||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Other comprehensive gain | - | |||||||||||||||||||||||
| Balance as of June 30, 2023 (Unaudited) | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
| Imputed interest expenses | - | |||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Other comprehensive gain | - | |||||||||||||||||||||||
| Balance as of September, 2023 (Unaudited) | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
For the three and nine months ended September 30, 2022
| COMMON STOCKS | ACCUMULATED | |||||||||||||||||||||||
| NUMBER OF SHARES | AMOUNT | ADDITIONAL PAID-IN CAPITAL | OTHER COMPREHENSIVE LOSS | ACCUMULATED DEFICIT | TOTAL STOCKHOLDERS’ DEFICT | |||||||||||||||||||
| Balance as of January 1, 2022 (Audited) | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||
| Imputed interest expenses | - | |||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Other comprehensive loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance as of March 31, 2022 (Unaudited) | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||
| Imputed interest expenses | - | |||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Other comprehensive gain | - | |||||||||||||||||||||||
| Balance as of June 30, 2022 (Unaudited) | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||
| Imputed interest expenses | - | |||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Other comprehensive gain | - | |||||||||||||||||||||||
| Balance as of September 30, 2022 (Unaudited) | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
| F-3 |
EZAGOO LIMITED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(Unaudited)
Nine months ended September 30, | ||||||||
| 2023 | 2022 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities | ||||||||
| Depreciation | ||||||||
| Imputed interests, net | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Deposits, prepayments and other receivables | ( | ) | ( | ) | ||||
| Repayments from related parties | ||||||||
| Accounts payable | ( | ) | ( | ) | ||||
| Accrual and other payables | ( | ) | ||||||
| Receipts in advance | ( | ) | ||||||
| Deferred revenues | ( | ) | ||||||
| Income tax receivables (payables) | ( | ) | ||||||
| Operating lease right-of-use assets | ||||||||
| Operating lease right-of-use assets, related party | ||||||||
| Operating lease liabilities | ( | ) | ( | ) | ||||
| Operating lease liabilities, related party | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Funds advanced from the related parties | ||||||||
| Repayments to a director | ( | ) | ||||||
| Net cash provided by financing activities | ||||||||
| Effect of exchange rate changes on cash and cash equivalents | ( | ) | ||||||
| Net change in cash and cash equivalents | ( | ) | ( | ) | ||||
| Cash and cash equivalents, beginning of period | ||||||||
| CASH AND CASH EQUIVALENTS, END OF PERIOD | $ | $ | ||||||
| SUPPLEMENTAL CASH FLOWS INFORMATION | ||||||||
| Cash paid for income taxes | $ | $ | ||||||
| Cash paid for interest paid | $ | $ | ||||||
| NON-CASH INVESTING AND FINANCING ACTIVITY | ||||||||
| Operating lease right-of-use asset obtained in exchange for operating lease obligation | $ | $ | ||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
| F-4 |
EZAGOO LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Currency expressed in United States Dollars (“US$”), except for number of shares)
NOTE 1 – ORGANIZATION AND BUSINESS BACKGROUND
Ezagoo Limited, a Nevada corporation (“the Company”) was incorporated under the laws of the State of Nevada on May 9, 2018.
On May 9, 2018 Tan Xiaohao was appointed as President, Secretary, Treasurer, and Director of the Company.
On
May 9, 2018, our President, Tan Xiaohao, purchased shares of restricted common stock at a purchase price of $ (par value)
per share. The proceeds from the sale, which were in the amount of $
On
June 30, 2018 Zhang Qianwen and Greenpro Asia Strategic SPC- Greenpro Asia Strategic Fund SP purchased and shares
of restricted common stock respectively at a purchase price of $ (par value) per share. The proceeds from the sale, which were
in the amount of $
On June 6, 2018 Ezagoo Holding Limited, a Seychelles Company, acquired Ezagoo Limited, A Hong Kong Company, in consideration of $.
Ezagoo Limited, a Nevada Company, acquired Ezagoo Holding Limited, a Seychelles Company, on June 25, 2018 in consideration of $. Ezagoo Holding Limited is now a wholly owned subsidiary of the Company.
On
July 20, 2018, Ezagoo Limited, a Hong Kong Company, incorporated a new subsidiary in Changsha, China, called Changsha Ezagoo Technology
Limited, whereas it is owned entirely (
The three companies above are under common control Mr. Tan Xiaohao, the director of the Company, so they are related parties.
On
July 20, 2018, Changsha Ezagoo Technology Limited, the Hong Kong Company, also referred to herein as “CETL”, entered into
and consummated an agreement with Beijing Ezagoo Shopping Holding Limited, also referred to herein as “BESH”, and Ruiyin
(Shenzhen) Financial Leasing Limited, also referred to herein as “RFLL”, whereas CETL has the option to purchase all of the
equity interests of Beijing Ezagoo Zhicheng Internet Technology Limited, a Chinese, “PRC” Company, from RFLL and BESH. These
equity interests would make up
On July 20, 2018, CETL entered into and consummated an agreement with BESH and RFLL whereas BESH and RFLL have given CETL the right to appoint management of CETL to act as proxy to existing shareholders of Beijing Ezagoo Zhicheng Internet Technology Limited. This gives management of CETL the ability to conduct and control company affairs of Beijing Ezagoo Zhicheng Internet Technology Limited. Actions which management of CETL may be able to carry out include, but are not limited to, exercising voting rights as proxy of the existing shareholder(s), appointing new directors, hiring new management, and carrying out corporate actions. More information regarding this agreement can be found in exhibit 10.2, titled, “Shareholder’ Voting Rights Proxy Agreement.”
On July 20, 2018, CETL entered into and consummated an agreement with BESH and RFLL whereas BESH and RFLL have pledged their equity interests in Beijing Ezagoo Zhicheng Internet Technology Limited, to CETL. More information regarding this agreement can be found in exhibit 10.4, titled, “Equity Pledge Agreement.”
On
July 20, 2018, CETL entered into a loan agreement with BESH and RFLL wherein CETL will loan the amount of approximately CNY$
On July 31, 2018, Xin Yang was appointed Chief Financial Officer of the Company.
On March 3, 2021, the Company incorporated a branch company of Beijing Ezagoo Zhicheng Internet Technology Limited, named Changsha Branch of Beijing Ezagoo Zhicheng Internet Technology Limited, the reason to continue the operating in Changsha is we had adapted to the business environment and adjusted business strategy.
On August 28, 2023, the existing officer resigned immediately. Accordingly, Mr. Xin Yang, serving as an officer, ceased to be the Company’s Chief Financial Officer. On the effective date, Ms. Yibo Li consented to act as the new Chief Financial Officer of the Company.
EZAGOO LIMITED and its subsidiaries are hereinafter referred to as the “Company”.
| F-5 |
EZAGOO LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Currency expressed in United States Dollars (“US$”), except for number of shares)
NOTE 2 - GOING CONCERN UNCERTAINTIES
As
of September 30, 2023, the Company suffered an accumulated deficit of $
These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result in the Company not being able to continue as a going concern.
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying unaudited condensed consolidated financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying consolidated financial statements and notes.
● Basis of consolidated presentation
These condensed consolidated financial statements, accompanying notes, and related disclosures have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). These accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). The Company’s fiscal year end is December 31. The Company’s financial statements are presented in U.S. dollars.
The condensed consolidated financial statements include the accounts of EZAGOO LIMITED and its subsidiaries. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation.
● Use of estimates
In preparing these condensed consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheets and revenues and expenses during the periods reported. Actual results may differ from these estimates.
● Foreign currencies translation and re-measurement
Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statements of operations and comprehensive income.
The reporting currency of the Company is United States Dollars (“US$”) and the accompanying condensed financial statements have been expressed in US$. In addition, the Company’s subsidiary in People’s Republic of China maintains its books and record in its local currency, Chinese Yuan (“RMB”), which is functional currency as being the primary currency of the economic environment in which the entity operates.
In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiary are recorded as a separate component of accumulated other comprehensive income (loss) within the statements of stockholders’ deficit.
Translation of amounts from RMB into US$1 has been made at the following exchange rates for the respective periods:
| As of and for the nine months ended September 30, | ||||||||
| 2023 | 2022 | |||||||
| Period-end RMB: US$1 exchange rate | ||||||||
| Period-average RMB: US$1 exchange rate | ||||||||
| Period-end HK$: US$1 exchange rate | ||||||||
| Period-average HK$: US$1 exchange rate | ||||||||
● Cash and cash equivalents
The company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. Cash and cash equivalents consist of cash on hand, demand deposits placed with banks that located in US, the Hong Kong and mainland China.
● Account receivables
Account receivables are stated at the customer obligations due under normal trade terms net of allowance for doubtful accounts.
| F-6 |
EZAGOO LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Currency expressed in United States Dollars (“US$”), except for number of shares)
● Property, plant and equipment
Property, plant and equipment are carried at cost less accumulated depreciation. Depreciation is provided over their estimated useful lives, using the straight-line method. Estimated useful lives of the property and equipment are as follows:
| Office equipment |
The cost of maintenance and repairs is charged to expenses as incurred, whereas significant renewals and betterments are capitalized.
● Lease
The Company accounts for its leases in accordance with ASC 842 Leases. The Company leases office space. The Company concludes on whether an arrangement is a lease at inception. This determination as to whether an arrangement contains a lease is based on an assessment as to whether a contract conveys the right to the Company to control the use of identified property, plant or equipment for period of time in exchange for consideration. Leases with an initial term of 12 months or less are not recorded on the balance sheet. The Company recognizes these lease expenses on a straight-line basis over the lease term.
The Company has assessed its contracts and concluded that its leases consist of only operating leases. Operating leases are included in operating lease right-of-use (ROU) assets, current portion of operating lease liabilities, and operating lease liabilities in the Company’s consolidated balance sheets.
ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. 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.
● Revenue recognition
The Company assesses and follows the guidance of ASC 606, revenue from contracts with customers is recognized using the following five steps:
| 1. | Identify the contract(s) with a customer; |
| a. | The parties to the contract have approved the contract (in writing, orally, or in accordance with other customary business practices) and are committed to perform their respective obligations. | ||
| b. | The entity can identify each party’s rights regarding the services to be transferred. | ||
| c. | The entity can identify the payment terms for the services to be transferred. | ||
| d. | The contract has commercial substance (that is, the risk, timing, or amount of the entity’s future cash flows is expected to change as a result of the contract). | ||
| e. | It is probable that the entity will collect substantially all of the consideration to which it will be entitled in exchange for the services that will be transferred to the customer. |
| 2. | Identify the performance obligations in the contract; |
| a. | According to the contract, the Company and Customer has to maintain the performance obligation, respectively. | ||
| b. | The customer shall pay for the services and goods after signing of the contract and provide appropriate advertisement materials, and the delivery address & contact information of the e-commerce order to the Company, the Company shall ensure the published advertisement and delivered goods of the Customer according to the contract terms. |
| 3. | Determine the transaction price; |
| a. | For the advertisement and e-commerce contract, the transaction price is explicitly stated in fixed amount in the contract. There is no variable consideration, such as discounts, rebates, consideration payable to customer or noncash consideration. There was no price concession, and the Company did not expect any price concession for the service performed during the periods ended September 30, 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. |
| F-7 |
EZAGOO LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Currency expressed in United States Dollars (“US$”), except for number of shares)
| 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. |
Under Topic 606, revenues are recognized when the promised services and goods have been confirmed and transferred to the consumers in amounts that reflect the consideration the customer expects to be entitled to in exchange for those services. The Company presents value added taxes (“VAT”) as reductions of revenues. The Company recognizes revenues net of value added taxes (“VAT”) and relevant charges.
The Company’s revenue 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 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.
During the period ended September 30, 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 the four quarter of 2023).
● Cost of revenues
Cost of revenue includes costs of goods sold and sales commissions expenses of e-commerce trading in ZCZX, the operating salaries for the staffs who running the ZCZX and LSM.
● Imputed Interest
The
Company owned director and related parties some loans which are unsecured, interest-free with no fixed payment term, for working capital
purpose. Imputed interests were $
● Value-added taxes
Revenue
is recognized net of value-added taxes (“VAT”). The VAT is based on gross sales price and VAT rates applicable to the Company
is
● Income taxes
The Company followed the liability method of accounting for income taxes in accordance with ASC 740, Income Taxes, or ASC 740. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the period in which the differences are expected to reverse. The Company recorded a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rate is recognized in tax expense in the period that includes the enactment date of the change in tax rate.
The Company accounted for uncertainties in income taxes in accordance with ASC 740. Interest and penalties related to unrecognizable tax benefit recognized in accordance with ASC 740 are classified in the consolidated statements of comprehensive loss as income tax expense.
The Company computes earnings per share (“EPS”) in accordance with ASC Topic 260, “Earnings per share”. Basic EPS is measured as the income or loss available to common shareholders divided by the weighted average common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (e.g., convertible securities, options, and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Any potential common shares in 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.
● Commitments and contingencies
Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.
| F-8 |
EZAGOO LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Currency expressed in United States Dollars (“US$”), except for number of shares)
● Related party transaction
A related party is generally defined as (i) any person that holds 10% or more of the Company’s securities and their immediate families, (ii) the Company’s management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.
Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated.
● Recent accounting pronouncements
In March 2021, the FASB issued ASU 2021-03, “Intangibles — Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment,” which simplifies how an entity is required to test goodwill for impairment by eliminating step two from the goodwill impairment test. Step two of the goodwill impairment test measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with its carrying amount. The new guidance is effective prospectively but not applicable for us for the period ending September 30, 2023. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance as of March 30, 2021. An entity should not retroactively adopt the amendments in this update for interim financial statements already issued in the year of adoption. We are evaluating the effects, if any, of the adoption of this guidance on our financial position, results of operations and cash flows.
In June 2022, the FASB issued ASU No. 2022-03, Fair Value Measurement. The new guidance modifies disclosure requirements related to fair value measurement. The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2023. Implementation on a prospective or retrospective basis varies by specific disclosure requirement. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance.
The Company 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.
NOTE 4 - PROPERTY AND EQUIPMENT
| As of | ||||||||
| September 30, 2023 | December 31, 2022 | |||||||
| Office equipment | $ | $ | ||||||
| Less: Accumulated depreciation | ( | ) | ( | ) | ||||
| Property and equipment, net | $ | $ | ||||||
Depreciation
expense, classified as operating expenses, was $
Accumulated
depreciation as of September 30, 2023 and December 31, 2022 were $
NOTE 5 - AMOUNT DUE FROM A RELATED PARTY
As
of September 30, 2023, and December 31, 2022, the amount of $
NOTE 6 - DEPOSITS, PREPAYMENTS AND OTHER RECEIVABLES
Deposits, prepayments and other receivables consisted of the following:
| As of | ||||||||
| September 30, 2023 | December 31, 2022 | |||||||
| Deposits, prepayments and other receivables | $ | $ | ||||||
| Total deposits, prepayments and other receivables | $ | $ | ||||||
As
of September 30, 2023, the balance $
| F-9 |
EZAGOO LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Currency expressed in United States Dollars (“US$”), except for number of shares)
NOTE 7 - ACCOUNTS PAYABLE
Accounts payable consists of the following:
| As of | ||||||||
| September 30, 2023 | December 31, 2022 | |||||||
| Accounts payable | $ | $ | ||||||
| Total accounts payable | $ | $ | ||||||
As
of September 30, 2023 and December 31, 2022, our accounts payable of $
NOTE 8 – ACCRUED EXPENSES, OTHER PAYABLE AND DEPOSITS RECEIVED
Accrued expenses, other payable and deposits received consisted of the following:
| As of | ||||||||
| September 30, 2023 | December 31, 2022 | |||||||
| Accrued expenses | $ | $ | ||||||
| Other payable | ||||||||
| Deposits received from customers | ||||||||
| Total | $ | $ | ||||||
Accrued expenses include the quarterly review fee & other accrued expenses. Other payable include the rent payables, and salaries payables. Deposits received from customers are advertisement service and e-commerce trading fee paid in advance by customers.
NOTE 9 - DEFERRED REVENUES
As
of September 30, 2023, and December 31, 2022, our deferred revenues are $
NOTE 10 - DUE TO DIRECTOR
As
of September 30, 2023, and December 31, 2022, a director of the Company advanced $
NOTE 11 - DUE TO RELATED PARTIES
| As of | ||||||||
| September 30, 2023 | December 31, 2022 | |||||||
| Amount due to related party B | $ | $ | ||||||
| Amount due to related party C | ||||||||
| Amount due to related party D | ||||||||
| Amount due to related party E | ||||||||
| Amount due to related party G | ||||||||
| Amount due to related party H | ||||||||
| Amount due to related party I | ||||||||
| Amount due to related party J | ||||||||
| Amount due to related party K | ||||||||
| Amount due to related party L | ||||||||
| Amount due to related party M | ||||||||
| Amount due to related party N | ||||||||
| Amount due to related party O | ||||||||
| Amount due to related party P | ||||||||
| Total | $ | $ | ||||||
Related
party B is Changsha Boyi Zhicheng Management Consulting Co., Ltd. (former named: Hunan Ezagoo Shopping Co. Ltd.), Hunan Homestead Asset
Management Co., Ltd. is a shareholder of Changsha Boyi Zhicheng Management Consulting Co., Ltd. (former named: Hunan Ezagoo Shopping
Co. Ltd.), which is
Related
party C is Ms. Weihong Wan, Assistant and Secretary of Mr. Xiaohao Tan. Ms. Weihong Wan is a shareholder and Legal Company Representative
of Ruiyin (Shenzhen) Financial Leasing Limited. As of September 30, 2023 and December 31, 2022, related party C advanced $
| F-10 |
EZAGOO LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Currency expressed in United States Dollars (“US$”), except for number of shares)
Related
party D is Ms. Qianwen 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. As of September 30, 2023 and December 31, 2022, related party D advanced
$
Related
party E is Changsha Kexibeier E-commerce Limited, Mr. Cheng Zhang is the Legal Company Representative of the Changsha Kexibeier E-commerce
Limited and BEZL. As of September 30, 2023 and December 31, 2022, related party E advanced $
Related
party G is Kuaile Motors Camping Site Investment Development Limited. Mr. Xiaohao Tan and his wife, Ms Qianwen Zhang owns equity of
Related
party H is Hunan Yijiaren Hotel Limited, it’s owns
Related
party I is Hunan Bright Lionrock Mountain Resort Limited. It’s owns by related party J, Beijing Ezagoo Industrial Development Group
Holding Limited, and related party G, Hunan Kuaile Motors Camping Site Investment Development Ltd. with equity of
Related
party J is Beijing Ezagoo Industrial Development Group Holding Limited. Its two main equity owners are related party N, Hunan Wancheng
Xingyi Industrial Development Co., Ltd and Mr. Xiaohao Tan with equity of
Related
party K is Ruiyin (Shenzhen) Financial Leasing Limited. Weihong Wan, Assistant and Secretary of Xiaohao Tan, is a Legal Company Representative
of related party K. As of September 30, 2023 and December 31, 2022, related party K advanced $
Related
party L is Ezagoo B&R (HongKong) Industry Development Group Limited, which is
Related
party M is Hunan Ezagoo Film Co., Limited, which
Related
party N is Hunan Wancheng Xingyi Industrial Development Co., Limited, which is
Related
party O is Hunan Little Penguin Culture Communication Co., Limited, which
Related
party P is Hunan Yuancheng Shengwang Marketing Co., Limited, which
| Disclosure of related parties’ transactions | Nine months ended September 30, | |||||||
| 2023 | 2022 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Commission income, related party | $ | $ | ||||||
| Cost of revenue, related parties | $ | $ | ||||||
| Rental expenses, related parties | $ | $ | ||||||
| Imputed interest expenses to director | $ | $ | ||||||
| Imputed interest expenses to related parties | ||||||||
| Imputed interest income from related parties | ( | ) | ( | ) | ||||
| Total imputed interest expenses, net | $ | $ | ||||||
| F-11 |
EZAGOO LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Currency expressed in United States Dollars (“US$”), except for number of shares)
NOTE 12 - OPERATING LEASE
The
Company has four operating lease agreement for the office space, the first one is in Beijing China with remaining lease term of
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 details lease terms are shown as followings:
| Lease agreement | Expiry Date | Original Lease Term | The Remaining Lease Term | |||
| 1st Beijing office rent | ||||||
| 2nd Changsha office rent, related party | ||||||
| 3rd Beijing office rent, related party | ||||||
| 4th Changsha office rent, related party | ||||||
| 5th Changsha office rent, related party |
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.
The components of lease expense and supplemental cash flow information related to leases for the period are as follows:
(a) Rent expenses, non-related party
For the nine months ended September 30, 2023 and 2022, the Company has incurred non-related party’s rent expenses solely for the office premises on a monthly basis as follows:
| Nine months ended September 30, | ||||||||
| 2023 | 2022 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Lease Cost, non-related party | ||||||||
| Operating lease cost (included in general and administration in the Company’s unaudited condensed statement of operations) | $ | $ | ||||||
| Other Information, non-related party | ||||||||
| Cash paid for amounts included in the measurement of lease liabilities | $ | $ | ||||||
| Weighted average remaining lease term – operating leases (in years) | ||||||||
| Average discount rate – operating leases | % | % | ||||||
The supplemental balance sheet information related to non-related party’s leases as of September 30, 2023 and December 31, 2022 is as follows:
| As of | ||||||||
| September 30, 2023 | December 31, 2022 | |||||||
| (Unaudited) | (Audited) | |||||||
| Operating leases, non-related party | ||||||||
| Operating right-of-use assets, non-related party | $ | $ | ||||||
| Total operating right-of-use assets, non-related party | $ | $ | ||||||
| Operating lease liabilities, non-related party - current portion | $ | $ | ||||||
| Total operating lease liabilities, non-related party | $ | $ | ||||||
Maturities of the Company’s lease liabilities of non-related party are as follows:
| Period ending September 30, | ||||
| 2023 (non-related party) | $ | |||
| 2024 (non-related party) | ||||
| Total lease payments (non-related party) | ||||
| Less: Imputed interest/present value discount | ( | ) | ||
| Present value of lease liabilities (non-related party) | $ | |||
| F-12 |
EZAGOO LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(b) Rent expenses, related party
For the nine months ended September 30, 2023 and 2022, the Company has incurred related party’s rent expenses solely for the office premises on a monthly basis as follows:
| Nine months ended September 30, | ||||||||
| 2023 | 2022 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Lease Cost, related party | ||||||||
| Operating lease cost (included in general and administration in the Company’s unaudited condensed statement of operations) | $ | $ | ||||||
| Other Information, related party | ||||||||
| Cash paid for amounts included in the measurement of lease liabilities | $ | $ | ||||||
| Weighted average remaining lease term – operating leases (in years) | - | |||||||
| Average discount rate – operating leases | % | - | ||||||
The supplemental balance sheet information related to related party’s leases as of September 30, 2023 and December 31, 2022 is as follows:
| As of | ||||||||
| September 30, 2023 | December 31, 2022 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Operating leases, related party | ||||||||
| Operating right-of-use assets, related party | $ | $ | ||||||
| Total operating right-of-use assets, related party | $ | $ | ||||||
| Operating lease liabilities, related party - current portion | $ | $ | ||||||
| Operating lease liabilities, related party – non-current portion | ||||||||
| Total operating lease liabilities, related party | $ | $ | ||||||
Maturities of the Company’s lease liabilities of related party are as follows:
| Period ending September 30, | ||||
| 2023 (related party) | $ | |||
| 2024 (related party) | ||||
| Total lease payments (related party) | ||||
| Less: Imputed interest/present value discount | ( | ) | ||
| Present value of lease liabilities (related party) | $ | |||
Lease
expenses of non-related party were $ and $ for the nine months ended September 30, 2023 and 2022, respectively. Lease expenses
of related party were $
NOTE 13 – COMMON STOCK
As of September 30, 2023 and December 31, 2022, the Company has shares issued and outstanding. There are no shares of preferred stock issued and outstanding.
NOTE 14 – ADDITIONAL PAID-IN CAPITAL
As
of September 30, 2023 and December 31, 2022, the Company has a total additional paid-in capital - capital contribution balance of
$
NOTE 15 – 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 November 20, 2023, the date the consolidated financial statements were available to issue. Based upon this evaluation, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements.
| F-13 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The information contained in this quarter report on Form 10-Q is intended to update the information contained in our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the Securities and Exchange Commission on June 7, 2023 (the “Form 10-K”) and presumes that readers have access to, and will have read, the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other information contained in such Form 10-K. The following discussion and analysis also should be read together with our consolidated financial statements and the notes to the consolidated financial statements included elsewhere in this Form 10-Q.
The following discussion contains certain statements that may be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements appear in a number of places in this Report, including, without limitation, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These statements are not guaranteed of future performance and involve risks, uncertainties and requirements that are difficult to predict or are beyond our control. Forward-looking statements speak only as of the date of this quarterly report. You should not put undue reliance on any forward-looking statements. We strongly encourage investors to carefully read the factors described in our Form 10-K in the section entitled “Risk Factors” for a description of certain risks that could, among other things, cause actual results to differ from these forward-looking statements. We assume no responsibility to update the forward-looking statements contained in this quarterly report on Form 10-Q. The following should also be read in conjunction with the unaudited Financial Statements and notes thereto that appear elsewhere in this report.
Company Overview
Ezagoo Limited (“the Company” or “EZAGOO”), was incorporated in the State of Nevada on May 9, 2018. The Company’s revenue 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 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.
During the periods ended September 30, 2023, the Company conducted its business in generally two revenue streams: the trading income of e-commerce business in ZCZX, and the commission income from e-commerce business & other value-added services in LSM (which 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 the four quarter of 2023).
Results of Operation
For the three and nine months ended September 30, 2023 compared with the three and nine months ended September 30, 2022
Revenue
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||
| REVENUES | $ | $ | $ | $ | ||||||||||||
| Advertisement income of mobile short video | - | - | - | 240,283 | ||||||||||||
| Trading income of e-commerce business | 23,741 | - | 90,127 | - | ||||||||||||
| Commission income | ||||||||||||||||
| -Commission income of e-commerce business, related party | - | - | - | 9 | ||||||||||||
| -Commission income of other value-added services | - | 423 | 47,393 | 609 | ||||||||||||
| TOTAL REVENUES | $ | 23,741 | $ | 423 | $ | 137,520 | $ | 240,901 | ||||||||
For the three months ended September 30, 2023 and 2022, the Company generated revenue of $23,741, as compared to revenue of $423 for the three months ended September 30, 2022. Such increase was mainly reflected in the Company generated the trading income in ZCZX (since September 2022).
For the nine months ended September 30, 2023 and 2022, the Company generated revenue of $137,520, as compared to revenue of $240,901 for the nine months ended September 30, 2022. 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.
Costs and Expenses
Cost of revenues is comprised of short video produce costs, costs of goods sold and sales commission, salaries and related costs.
| ● | Short video produce costs of $0 and $0 for the three months ended September 30, 2023 and 2022, respectively, which are outsourcing to the related party. Short video produce costs of $0 and $5,438 for the nine months ended September 30, 2023 and 2022, respectively, which are outsourcing to the related party. | |
| ● | Costs of goods sold and sales commission expenses of $23,142 for the three months ended September 30, 2023 which for the e-commerce trading of health and beauty products in ZCZX WeChat application. Costs of goods sold and sales commission expenses of $84,037 for the nine months ended September 30, 2023 which for the e-commerce trading of health and beauty products in ZCZX WeChat application. Bus rental fee and related costs of $178 for the three months ended September 30, 2022, which for surcharges expenses. Bus rental fee and related costs of $1,922 for the nine months ended September 30, 2022, which for surcharges expenses. | |
| ● | Salaries and related costs of $37,567 and $34,792 for the three months ended September 30, 2023 and 2022, respectively, which are the compensation expenses for technical employees responsible for R&D, depreciation of computer, software’s and online database expenses related to ZCZX WeChat applications. Salaries and related costs of $117,081 and $140,512 for the nine months ended September 30, 2023 and 2022, respectively, which are the compensation expenses for technical employees responsible for R&D, and depreciation of computer, software’s and online database expenses related to ZCZX and LSM WeChat applications. |
| 2 |
Operating Expenses
Operating expenses are generally included during our normal course of business, which we categorize as either sales and marketing expenses and general & administrative expenses.
| ● | The main component of our sales and marketing expenses of $24,717 and $27,292 for the three months ended September 30, 2023 and 2022, respectively, and of $67,733 and $103,957 for the nine months ended September 30, 2023 and 2022, respectively, are: |
| a. | Compensation expenses for employees engaged in sales and marketing, sales support, and certain customer service functions; |
| ● | The main component of our general and administrative expenses of $140,513 and $243,500 for the three months ended September 30, 2023 and 2022, respectively, and of $557,242 and $812,599 for the nine months ended September 30, 2023 and 2022, respectively, are: |
| a. | Compensation expenses for employees in finance, human resources, and other administrative support functions; | |
| b. | Professional services fees, including audit, consulting. | |
| c. | Office expenses, including rent and insurance. |
Net Income (Loss)
The net loss was $234,804 for the three months ended September 30, 2023, as compared to net loss of $308,263 for the three months ended September 30, 2022. The decrease of net loss mainly derived from the increase in the trading income from ZCZX WeChat application’s e-commerce activities.
The net loss was $775,630 for the nine months ended September 30, 2023, as compared to net loss of $877,651 for the nine months ended September 30, 2022. The decrease of net loss mainly derived from the less staffs’ salaries in year 2023.
Liquidity and Capital Resources
As of September 30, 2023, we had working capital deficit of $2,885,765 as compared to working capital deficit of $2,458,666 as of September 30, 2022. The increase in working capital deficit was mainly reflected in the funds advanced from related parties for operating use. The Company’s net loss of $775,630 and $877,651 for the nine months ended September 30, 2023 and 2022, respectively.
Cash Flow from Operating Activities
For the nine months ended September 30, 2023, net cash used in operating activities was $847,861, compared to net cash used in operating activities of $617,620 for the nine months ended September 30, 2022, reflecting an increase of $230,241. Such increasing was mainly reflected in significant less repayments from related parties in 2023 of $674 as compared to repayments from related parties in 2022 of $319,141.
Cash Flow from Investing Activities
For the nine months ended September 30, 2023 and 2022, net cash used in investing activities was $0 and $0, respectively.
Cash Flow from Financing Activities
For the nine months ended September 30, 2023, net cash provided by financing activities was $666,877, as compared to net cash provided by financial activities of $479,709 for the nine months ended September 30, 2022, reflecting an increase of $187,168. Such increase was mainly reflected in the more funds advances from the related parties for operating use during the periods ended September 30, 2023.
Credit Facilities
We do not have any credit facilities or other access to bank credit.
Contractual Obligations, Commitments and Contingencies
We currently have four lease agreements in place with respect to office premises in Beijing and Changsha China to commence our business operations.
Off-balance Sheet Arrangements
As of September 30, 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.
| 3 |
Additional Information
VIE STRUCTURE AND ARRANGEMENTS
Foreign ownership in companies providing media advertising services is subject to certain restrictions under PRC laws and regulations. To comply with the PRC laws and regulations, we, through our wholly-owned subsidiary, Changsha Ezagoo Technology Limited (CETL), entered into a set of contractual arrangements with Beijing Ezagoo Zhicheng Internet Technology Limited (BEZL) and includes its branch company, named Changsha Branch of Beijing Ezagoo Industrial Development Group Holding Limited (BELCB), and its shareholders. The contractual arrangements between CETL, BEZL and shareholders of BEZL allow us to:
| 1. | exercise effective control over BEZL and BELCB whereby having the power to direct BEZL and BELCB’s activities that most significantly drive the economic results of BEZL and BELCB; |
| 2. | receive substantially all of the economic benefits and residual returns, and absorb substantially all the risks and expected losses from BEZL and BELCB as if it was their sole shareholder; and |
| 3. | have an exclusive option to purchase all of the equity interests in BEZL and BELCB. |
Our consolidated financial statements include the financial statements of our company, our subsidiaries and our consolidated VIE for which we are the primary beneficiary. All transactions and balances among our company, our subsidiaries and our consolidated VIE have been eliminated upon consolidation.
A subsidiary is an entity in which we, directly or indirectly, control more than one half of the voting powers; or has the power to appoint or remove the majority of the members of the board of directors; or to cast a majority of votes at the meeting of directors; or has the power to govern the financial and operating policies of the investee under a statute or agreement among the shareholders or equity holders.
A consolidated VIE is an entity in which we, or our subsidiaries, through contractual agreements, bears the risks of, and enjoys the rewards normally associated with ownership of the entity. In determining whether we or our subsidiaries are the primary beneficiary, we considered whether it has the power to direct activities that are significant to the consolidated VIE’s economic performance, and also our obligation to absorb losses of the consolidated VIE that could potentially be significant to the consolidated VIE or the right to receive benefits from the consolidated VIE that could potentially be significant to the consolidated VIE. We hold all the variable interests of the consolidated VIE and its subsidiaries, and has been determined to be the primary beneficiary of the consolidated VIE.
In accordance with the contractual agreements among between CETL, BEZL, BELCB and shareholders of BEZL and BELCB allow us to:
| 1. | exercise effective control over BEZL and BELCB whereby having the power to direct BEZL and BELCB’s activities that most significantly drive the economic results of BEZL; |
| 2. | receive substantially all of the economic benefits and residual returns, and absorb substantially all the risks and expected losses from BEZL and BELCB as if it was their sole shareholder; |
| 3. | and have an exclusive option to purchase all of the equity interests in BEZL and BELCB. |
We believe that the contractual arrangements among CETL, BEZL, BELCB and the shareholders of BEZL are in compliance with PRC law and are legally enforceable. However, uncertainties in the PRC legal system could limit our ability to enforce these contractual arrangements and if the shareholders of our consolidated VIE were to reduce their interest in us, their interests may diverge from ours and that may potentially increase the risk that they would seek to act contrary to the contractual terms.
Our ability to control the consolidated VIE also depends on the voting rights proxy agreement and our company, through CETL, has to vote on all matters requiring shareholder approval in the consolidated VIE. As noted above, we believe this voting rights proxy agreement is legally enforceable but may not be as effective as direct equity ownership.
The Company’s mailing address is Rm 205, 2/F, Building 17, Yard 1, Li Ze Road, Feng Tai District, Beijing 100073, China.
| 4 |
Item 3 Quantitative and Qualitative Disclosures About Market Risk.
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.
Item 4 Controls and Procedures.
Evaluation of Disclosure Controls and Procedures:
We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of September 30, 2023. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2023, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses which have caused management to conclude that, as of September 30, 2023, our disclosure controls and procedures were not effective: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.
Changes in Internal Control over Financial Reporting:
There were no changes in our internal control over financial reporting during the quarter ending September 30, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II — OTHER INFORMATION
Item 1. Legal Proceedings
We know of no materials, active or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceedings or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any beneficial shareholder are an adverse party or has a material interest adverse to us.
Item 1A. Risk Factors.
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information.
None.
ITEM 6. Exhibits
| Exhibit No. | Description | |
| 31.1 | Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer* | |
| 31.2 | Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer* | |
| 32.1 | Section 1350 Certification of principal executive officer * | |
| 32.2 | Section 1350 Certification of principal executive officer * | |
| 101.INS | Inline XBRL Instance Document* | |
| 101.SCH | Inline XBRL Schema Document* | |
| 101.CAL | Inline XBRL Calculation Linkbase Document* | |
| 101.DEF | Inline XBRL Definition Linkbase Document* | |
| 101.LAB | Inline XBRL Label Linkbase Document* | |
| 101.PRE | Inline XBRL Presentation Linkbase Document* | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Filed herewith.
| 5 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| EZAGOO LIMITED | ||
| (Name of Registrant) | ||
| Date: November 20, 2023 | ||
| By: | /s/ Tan Xiaohao | |
| Title: | President, Secretary, Treasurer, Director | |
| 6 |