Ezagoo Ltd 10-K for FY2020

Ezagoo Ltd (EZOO)

10-K 2021-04-13 For: 2020-12-31

Added on April 06, 2026

About this 10-K

Ezagoo Ltd filed this 10-K on April 13, 2021, covering the fiscal year ended December 31, 2020 (FY2020).

Headline figures

Fiscal year ended December 31, 2020, as reported in this filing, compared with the same period a year earlier where the filing states it.

Net loss: $683.84K; compared with a net loss of $849.7K a year earlier

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Nevada		30-1077936
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Class		Outstanding at December 31, 2020
Common Stock, $.0001 par value		119,956,826

		Page #
PART I

Item 1.	Business	4
Item 1A.	Risk Factors	6
Item 1B.	Unresolved Staff Comments	8
Item 2.	Properties	8
Item 3.	Legal Proceedings	8
Item 4.	Mine Safety Disclosures	8

PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	9
Item 6.	Selected Financial Data	10
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	13
Item 8.	Financial Statements and Supplementary Data	13
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosures	13
Item 9A.	Controls and Procedure	14
Item 9B.	Other Information	15

PART III

Item 10.	Directors, Executive Officers and Corporate Governance	16
Item 11.	Executive Compensation	18
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	19
Item 13.	Certain Relationships and Related Transactions, and Director Independence	20
Item 14.	Principal Accounting Fees and Services	21

PART IV

Item 15.	Exhibits, Financial Statement Schedules	22

SIGNATURES		23

	●	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.

	●	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.

●	Advertising companies that operate public transport advertising companies, especially Bus line advertising networks, such as Bus Online Co. Ltd.

●	Out-of-home digital advertising networks beyond the Bus Line sector, such as Focus Media;

●	Other advertising media companies, such as Internet, street furniture displays, billboards, and with traditional advertising media, such as newspapers, television, magazines and radio, some of which may advertise on the Buses in which we have exclusive contract rights to operate digital TV screens.

	As of and for the year ended December 31,
	2020		2019
Period-end CNY: US$1 exchange rate		6.53		6.97
Period-average CNY: US$1 exchange rate		6.90		7.01
Period-end HK$: US$1 exchange rate		7.75		7.75
Period-average HK$: US$1 exchange rate		7.75		7.75

	Level 1: Observable inputs such as quoted prices in active markets;

	Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

	Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

	●	Pertain to the maintenance of records that in reasonable detail 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.

1.	We do not have an Audit Committee – While not being legally obligated to have an audit committee, it is the management’s view that such a 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 independent of 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, the Company did not 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, 2019, the Company retains copies of all financial data and material agreements; however, there is no formal procedure or evidence of normal backup of the Company’s data or off-site storage of the data in the event of theft, misplacement, or loss due to unmitigated factors.

1.	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.

NAME	AGE	POSITION
Xiaohao Tan	50	Chief Executive Officer, President, Treasurer, Director
Xin Yang	44	Chief Financial 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.

1.	Bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

2.	Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

3.	Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his/her involvement in any type of business, securities or banking activities; or

4.	Being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

5.	Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

6.	Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

7.	Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:(i) Any Federal or State securities or commodities law or regulation; or(ii) Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or(iii) Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

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, 2020		-		-		-		-		-		-		-		-
	For the year ended December 31, 2019		-		-		-		-		-		-		-		-

Xin Yang, Chief Financial Officer, Director (2)	For the year ended December 31, 2020		16,279		-		-		-		-		-		-		16,279
	For the year ended December 31, 2019		15,472		-		-		-		-		-		-		15,472

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

Common Stock	Xiaohao Tan (i), (ii), (iii)		90,050,500		75	%

Common Stock	Xin Yang (iii)		0		0	%

(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, 2020 (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, 2020.

ACCOUNTING FEES AND SERVICES	For the year ended December 31, 2020		For the year ended December 31, 2019

Audit fees	$	43,500	$	43,500
Audit related fees		-		-
Tax fees		-		-
All other fees		-		-
Total	$	43,500	$	43,500

	Page

Index	F-1

Report of Independent Registered Public Accounting Firm	F-2

Financial Statements

Consolidated Balance Sheets	F-3

Consolidated Statements of Operations and Comprehensive Loss	F-4

Consolidated Statements of Changes in Stockholders’ Equity	F-5

Consolidated Statements of Cash Flows	F-6

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

3.1	Articles of Incorporation**

3.2	Bylaws**

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*

	EZAGOO LIMITED
	(Name of Registrant)

Date: April 13, 2021	By:	*/s/ Tan, Xiaohao*
	Title:	Chief Executive Officer, President, Secretary, Treasurer, and Director

Date: April 13, 2021	By:	*/s/ Yang, Xin*
	Title:	Chief Financial Officer

	Page
Financial Statements

Report of Independent Registered Public Accounting Firm	F-2

Consolidated Balance Sheets	F-3

Consolidated Statements of Operations and Comprehensive Loss	F-4

Consolidated Statements of Changes in Stockholders’ Equity	F-5

Consolidated Statements of Cash Flows	F-6

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

	As of December 31,
	2020			2019
ASSETS
CURRENT ASSETS
Cash and cash equivalents		824,733			1,106,420
Amount due from related party	$	689,427		$	63,444
Deposits, prepayments and other receivables		19,240			31,310
Total current assets		1,533,400			1,201,174

NON-CURRENT ASSETS
Property, plant and equipment, net		22,130			31,818
Operating lease right-of-use assets		-			49,455

TOTAL ASSETS	$	1,555,530		$	1,282,447

LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Account payable		18,534			14,254
Accrual, other payable and deposits received		522,718			490,050
Amount due to director		35,107			23,127
Amount due (from)/to related parties		967,372			1,466,120
Deferred revenue		1,585,905			-
Operating lease liabilities, current		-			55,083
Income tax payable		-			5,650
Total current liabilities		3,129,636			2,054,284

TOTAL LIABILITIES		3,129,636			2,054,284

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 and 119,956,826 shares issued and outstanding as of December 31, 2020 and December 31, 2019 respectively		11,996			11,996
Additional paid-in capital		1,308,646			1,308,646
Accumulated other comprehensive (gain)/loss		(61,928	)		56,550
Accumulated deficit		(2,832,820	)		(2,148,979	)
TOTAL STOCKHOLDERS’ DEFICIT		(1,574,106	)		(771,837	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	1,555,530		$	1,282,447

	For the year ended December 31,
	2020			2019
REVENUE	$			$
- Related party		33,755			162,832
- Non-related party		200,919			37,548

COST OF REVENUE		(102,759	)		(163,308	)

GROSS PROFIT		131,915			37,072

OTHER INCOME		6,191			59

GENERAL AND ADMINISTRATIVE EXPENSES		(775,288	)		(847,069	)

LOSS FROM OPERATIONS		(637,182	)		(809,938	)

INTEREST EXPENSE		(46,659	)		(39,757	)

LOSS BEFORE INCOME TAX		(683,841	)		(849,695	)

INCOME TAXES EXPENSE		-			-

NET LOSS	$	(683,841	)	$	(849,695	)

Other comprehensive income:
- Foreign exchange adjustment gain/(loss)		(118,428	)		(50	)
COMPREHENSIVE LOSS	$	(802,269	)	$	(849,745	)

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

Weighted average number of common shares outstanding – Basic and diluted		119,956,826			110,384,345

	COMMON STOCK				ADDITIONAL		ACCUMULATED OTHER						TOTAL
	Number of shares		Amount		PAID-IN CAPITAL		COMPREHENSIVE INCOME			ACCUMULATED DEFICIT			STOCKHOLDER’ DEFICIT

Balance as of January 1, 2019		95,000,000	$	9,500	$	774,007	$	56,550		$	(1,293,655	)	$	(453,598	)
Common stock issued		24,956,826		2,496		496,641		-			-			499,137
Additional paid in capital		-		-		37,998		-			-			37,998
Net Loss		-		-		-					(849,695	)		(849,695	)
Cumulative effect of adoption of new accounting principle		-		-		-		-			(5,629	)		(5,629	)
Accumulated other comprehensive income/(loss)		-		-		-		(50	)		-			(50	)
Balance as of December 31, 2019		119,956,826		11,996		1,308,646		56,500			(2,148,979	)		(771,837	)
Net Loss		-		-		-		-			(683,841	)		(683,841	)
Accumulated other comprehensive income/(loss)								(118,428	)		-			(118,428	)
Balance as of December 31, 2020		119,956,826		11,996		1,308,646		(61,928	)		(2,832,820	)		(1,574,106	)

	As of and for the three months ended December 31,
	2020		2019
Period-end CNY: US$1 exchange rate		6.53		6.97
Period-average CNY: US$1 exchange rate		6.90		7.01
Period-end HK$: US$1 exchange rate		7.75		7.75
Period-average HK$: US$1 exchange rate		7.75		7.75

	Level 1 : Observable inputs such as quoted prices in active markets;

	Level 2 : Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

	Level 3 : Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions

	As of December 31
	2020			2019
Office equipment	$	42,332		$	40,977
Less: Accumulated depreciation		(20,202	)		(9,159	)
Property, plant and equipment, net	$	22,130		$	31,318

	For the year ended December 31, 2020					As of December 31, 2020
	Revenues		Percentage of revenues			Accounts receivable
Customer J	$	41,180		18	%	$	-
Customer K		25,009		11	%		-
Total:	$	66,189		29	%	$	-

	For the year ended December 31, 2019					As of December 31, 2019
	Revenues		Percentage of revenues			Accounts receivable
Customer A	$	86,158		41	%	$	-
Customer B		52,209		25	%		-
Customer C		34,235		16	%		-
Customer D		22,681		11	%		-
Total:	$	195,283		93	%	$	-

	For the year ended December 31, 2020					As of December 31, 2020
	Purchases		Percentage of purchases			Accounts payable
Vendor E	$	51,281		50	%	$	20,678
Total:	$	51,281		50	%		20,678

	As of December 31, 2020
Lease Cost
Operating lease cost (included in general and administration in the Company’s unaudited condensed statement of operations)	$	51,126

Other Information
Cash paid for amounts included in the measurement of lease liabilities for 2020	$	56,807
Weighted average remaining lease term – operating leases (in years)		-
Average discount rate – operating leases		4.35	%
The supplemental balance sheet information related to leases for the period is as follows:
Operating leases
Right-of-use assets	$	-
Total operating lease assets	$	-

Short-term operating lease liabilities	$	-
Total operating lease liabilities	$	-

Year ending December 31,	Operating Lease
2021		-
Total lease payments		-
Less: Imputed interest/present value discount		-
Present value of lease liabilities		-

	a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b.	Designed such internal control over financial reporting, or caused such internal control to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

	c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

	a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.