10-Q - EZOO - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

10-Q

☒

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

Forthe Quarterly Period Ended September 30, 2022

☐

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<br> or other jurisdiction of<br><br> <br>incorporation<br> or organization)	(I.R.S.<br> Employer<br><br> <br>Identification<br> No.)

B192,2/F, BLOCK B, BEIJING PUDI HOTEL, No. 7 SOUTH STREET OF JIANGUOMEN,

DONGCHENG

DISTRICT, BEIJING 100000 CHINA

(Address of principal executive offices, including zip code)

Registrant’s

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

Securities registered pursuant to Section 12(b) of the Act:

Title<br> of each class	Trading<br> Symbol(s)	Name<br> of each exchange on which registered
Common<br> Stock	EZAGOO	OTC<br> Markets

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

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

Yes ☐ No ☒

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

Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES

☒ NO ☐

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

YES

☒ NO ☐

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

Large<br> accelerated filer	☐	Accelerated<br> filer	☐
Non-accelerated<br> filer	☒	Smaller<br> reporting company	☒
		Emerging<br> 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 ☒

The aggregate market value of the voting stock and non-voting common equity held by non-affiliates of the registrant as of November 14, 2022, was approximately $27.2 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 November 14, 2022
Common<br> Stock, $.0001 par value	119,956,826

TABLE

OF CONTENTS

		Page
PART I	FINANCIAL INFORMATION	F-1
ITEM<br> 1.	FINANCIAL<br> STATEMENTS:	F-1
	Condensed<br> Consolidated Balance Sheets as of September 30, 2022 (unaudited) and December 31, 2021	F-1
	Condensed<br> Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and nine months ended September 30, 2022 and<br> 2021 (unaudited)	F-2
	Condensed<br> Consolidated Statement of Changes in Stockholders’ Deficit for the three and nine months ended September 30, 2022 and 2021<br> (unaudited)	F-3
	Condensed<br> Consolidated Statements of Cash Flows for the nine months ended September 30, 2022 and 2021(unaudited)	F-4
	Notes<br> to the Condensed Consolidated Financial Statements	F-5
ITEM<br> 2.	MANAGEMENT’S<br> DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	2-4
ITEM<br> 3.	QUANTITATIVE<br> AND QUALITATIVED IS CLOSURES ABOUT MARKET RISK	5
ITEM<br> 4.	CONTROLS<br> AND PROCEDURES	5
PART II	OTHER INFORMATION	5
ITEM<br> 1	LEGAL<br> PROCEEDINGS	5
ITEM<br> 2	UNREGISTERED<br> SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	5
ITEM<br> 3	DEFAULTS<br> UPON SENIOR SECURITIES	5
ITEM<br> 4	MINE<br> SAFETY DISCLOSURES	5
ITEM<br> 5	OTHER<br> INFORMATION	5
ITEM<br> 6	EXHIBITS	6
	SIGNATURES	7

| 1 |

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PART

I – FINANCIAL INFORMATION

Item1. Financial statements

EZAGOO

LIMITED

CONDENSED

CONSOLIDATED BALANCE SHEETS

AS

OF SEPTEMBER 30, 2022 AND DECEMBER 31, 2021

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

			December 31,<br><br> <br>2021

			December 31,<br><br> <br>2021
			(Audited)
ASSETS
CURRENT<br> ASSETS
Cash<br> and cash equivalents	412,596		$	559,119
Amount<br> due from related party	-			331,342
Deposits<br> paid, prepayments and other receivables	56,973			63,119
Income<br> Tax receivables	6,652			-
Total<br> current assets	476,221			953,580
NON-CURRENT<br> ASSETS
Plant<br> and equipment, net	3,525			11,324
Operating<br> right-of-use assets	222,142			350,984
TOTAL<br> ASSETS	701,888		$	1,315,888
LIABILITIES<br> AND STOCKHOLDERS’ DEFICIT
CURRENT<br> LIABILITIES
Accounts<br> payable	-		$	28,638
Accrued<br> liabilities, other payable and deposits received	262,190			251,135
Amount<br> due to a director	27,054			29,174
Amount<br> due to the related parties	2,063,187			1,808,441
Deferred<br> revenues	2,754			111,388
Income<br> tax payable	-			21,348
Operating<br> lease liabilities, current portion	170,435			184,928
Total<br> current liabilities	2,525,620			2,435,052
NON-CURRENT<br> LIABILITIES
Operating<br> lease liabilities, non-current portion	51,248			169,616
TOTAL<br> LIABILITIES	2,576,868		$	2,604,668
STOCKHOLDERS’<br> DEFICIT
Preferred<br> stocks, 0.0001 par value, 200,000,000 shares authorized, None issued and outstanding	-		$	-
Common<br> stocks, 0.0001 par value, 600,000,000 shares authorized, 119,956,826 and 119,956,826 shares issued and outstanding as of September<br> 30, 2022 and December 31, 2021, respectively	11,996			11,996
Additional<br> paid-in capital	1,444,308			1,384,907
Accumulated<br> other comprehensive gain (loss)	124,547			(107,503	)
Accumulated<br> deficit	(3,455,831	)		(2,578,180	)
TOTAL<br> STOCKHOLDERS’ DEFICIT	(1,874,980	)		(1,288,780	)
TOTAL<br> LIABILITIES AND STOCKHOLDERS’ DEFICIT	701,888		$	1,315,888

All values are in US Dollars.

See

accompanying notes to the unaudited condensed consolidated financial statements.

| F-1 |

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EZAGOO

LIMITED

CONDENSED

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

FOR

THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021

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

(Unaudited)

	2022		2021		2022		2021
	Three months ended<br> September 30,				Nine months ended<br> September 30,
	2022		2021		2022		2021
REVENUES
Related<br> parties
Non-related<br> parties
TOTAL REVENUES
COSTS<br> AND EXPENSES
Cost<br> of revenue - short video produce costs, related party				)		)		)
Cost<br> of revenue - rental and related costs		)		)		)		)
Cost<br> of revenue - salaries and related expenses		)				)		)
Sales<br> and marketing expenses		)		)		)		)
General<br> and administrative expenses		)		)		)		)
TOTAL<br> COSTS AND EXPENSES		)		)		)		)
OPERATING<br> INCOME (LOSS)		)		)		)
OTHER<br> INCOME (EXPENSES)
Other<br> income, net
Imputed<br> interest expenses		)		)		)		)
TOTAL OTHER INCOME (EXPENSES)		)		)		)		)
INCOME<br> (LOSS) BEFORE INCOME TAX		)		)		)
INCOME<br> TAX EXPENSES						)
NET<br> INCOME (LOSS)		)		)		)
Other<br> comprehensive income (loss)
Foreign<br> exchange adjustment income (loss)								)
COMPREHENSIVE<br> INCOME (LOSS)		)		)		)
Net<br> income (loss) per share - Basic and diluted		)		)		)
Weighted<br> average number of common shares outstanding – Basic and diluted

All values are in US Dollars.

See

accompanying notes to the unaudited condensed consolidated financial statements.

| F-2 |

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EZAGOO

LIMITED

CONDENSED

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR

THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021

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

(Unaudited)

Forthe three months ended September 30, 2022

	Number<br> of<br> shares		Amount		PAID-IN<br><br> CAPITAL		ACCUMULATED<br><br> DEFICIT			COMPREHENSIVE<br><br> INCOME			STOCKHOLDERS’<br><br> <br>DEFICT
	COMMON<br> STOCKS				ADDITIONAL					ACCUMULATED<br> <br>OTHER			TOTAL
	Number<br> of<br> shares		Amount		PAID-IN<br><br> CAPITAL		ACCUMULATED<br><br> DEFICIT			COMPREHENSIVE<br><br> INCOME			STOCKHOLDERS’<br><br> <br>DEFICT
Balance<br> as of July 1, 2022 (Unaudited)		119,956,826	$	11,996	$	1,438,780	$	(3,147,568	)	$	(6,637	)	$	(1,703,429	)
Imputed<br> interest		-		-		5,528		-			-			5,528
Net<br> loss		-		-		-		(308,263	)		-			(308,263	)
Other<br> comprehensive income		-		-		-		-			131,184			131,184
Balance<br> as of September 30, 2022 (Unaudited)		119,956,826	$	11,996	$	1,444,308	$	(3,455,831	)	$	124,547		$	(1,874,980	)

Forthe three months ended September 30, 2021

	COMMON<br> STOCKS				ADDITIONAL					ACCUMULATED<br> <br>OTHER			TOTAL
	Number<br> of<br> shares		Amount		PAID-IN<br><br> CAPITAL		ACCUMULATED<br><br> DEFICIT			COMPREHENSIVE<br><br> INCOME			STOCKHOLDERS’<br><br> <br>DEFICT
Balance<br> as of July 1, 2021 (Unaudited)		119,956,826	$	11,996	$	1,304,881	$	(2,732,279	)	$	(76,853	)	$	(1,492,255	)
Imputed<br> interest		-		-		733		-			-			733
Net<br> loss		-		-		-		(50,867	)		-			(50,867	)
Other<br> comprehensive income		-		-		-		-			7,540			7,540
Balance<br> as of September 30, 2021 (Unaudited)		119,956,826	$	11,996	$	1,305,614	$	(2,783,146	)	$	(69,313	)	$	(1,534,849	)

Forthe nine months ended September 30, 2022

	COMMON<br> STOCKS				ADDITIONAL					ACCUMULATED<br> <br>OTHER			TOTAL
	Number<br> of<br> shares		Amount		PAID-IN<br><br> CAPITAL		ACCUMULATED<br><br> DEFICIT			COMPREHENSIVE<br><br> INCOME			STOCKHOLDERS’<br><br> <br>DEFICT
Balance<br> as of January 1, 2022 (Audited)		119,956,826	$	11,996	$	1,384,907	$	(2,578,180	)	$	(107,503	)	$	(1,288,780	)
Imputed<br> interest		-		-		59,401		-			-			59,401
Net<br> loss		-		-		-		(877,651	)		-			(877,651	)
Other<br> comprehensive income		-		-		-		-			232,050			232,050
Balance<br> as of September 30, 2022 (Unaudited)		119,956,826	$	11,996	$	1,444,308	$	(3,455,831	)	$	124,547		$	(1,874,980	)

Forthe nine months ended September 30, 2021

	COMMON<br> <br> STOCKS				ADDITIONAL						ACCUMULATED<br> <br>OTHER			TOTAL
	Number<br> of<br> shares		Amount		PAID-IN<br><br> CAPITAL			ACCUMULATED<br><br> DEFICIT			COMPREHENSIVE<br><br> INCOME			STOCKHOLDERS’<br><br> <br>DEFICT
Balance<br> as of January 1, 2021 (Audited)		119,956,826	$	11,996	$	1,308,646		$	(2,832,820	)	$	(61,928	)	$	(1,574,106	)
Imputed<br> interest expenses		-		-		(3,032	)		-			-			(3,032	)
Net<br> profit		-		-		-			49,674			-			49,674
Other<br> comprehensive loss		-		-		-			-			(7,385	)		(7,385	)
Balance<br> as of September 30, 2021 (Unaudited)		119,956,826	$	11,996	$	1,305,614		$	(2,783,146	)	$	(69,313	)	$	(1,534,849	)

See

accompanying notes to the unaudited condensed consolidated financial statements.

| F-3 |

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EZAGOO

LIMITED

CONDENSED

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR

THE NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021

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

(Unaudited)

	2022			2021
	Nine months ended<br> <br>September 30,
	2022			2021
CASH<br> FLOWS FROM OPERATING ACTIVITIES:
Net<br> income (loss)	$	(877,651	)	$	49,674
Adjustments<br> to reconcile net (loss) income to net cash used in operating activities
Depreciation		7,799			8,413
Imputed<br> interests, net		59,401			(3,032	)
Changes<br> in operating assets and liabilities:
Deposits,<br> prepayments, and other receivables		(592	)		(90,480	)
Repayment<br> from related parties		319,141			199,092
Accounts<br> payable		(27,584	)		(5,053	)
Accrued<br> liabilities and other payable		37,870			28,721
Receipts<br> in advance		331			(114,575	)
Deferred<br> revenues		(104,316	)		(892,423	)
Income<br> tax payable		(28,000	)		-
Operating<br> lease right-of-use assets		128,842			(393,245	)
Operating<br> lease liabilities		(132,861	)		395,640
Net<br> cash used in operating activities		(617,620	)		(817,268	)
CASH<br> FLOWS FROM FINANCING ACTIVITIES:
Advance<br> from related parties		479,709			581,518
Advance<br> from a director		-			245
Net<br> cash provided by financing activities		479,709			581,763
Effect<br> of exchange rate changes on cash and cash equivalents		(8,612	)		(7,385	)
Net<br> change in cash and cash equivalents		(146,523	)		(242,890	)
Cash<br> and cash equivalents, beginning of period		559,119			824,733
CASH<br> AND CASH EQUIVALENTS, END OF PERIOD	$	412,596		$	581,843
SUPPLEMENTAL<br> CASH FLOWS INFORMATION
Cash<br> paid for income taxes	$	29,905		$	-
Cash<br> paid for interest paid	$	-		$	-

See

accompanying notes to the unaudited condensed consolidated financial statements.

| F-4 |

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EZAGOO

LIMITED

NOTES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR

THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 (Unaudited)

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

NOTE

1 – ORGANIZATION AND BUSINESS BACKGROUND

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

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

On

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

On

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

On

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

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

On

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

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

On July 20, 2018, Changsha Ezagoo Technology Limited, the Hong Kong Company, also referred to herein as “CETL”, entered into and consummated an agreement with Beijing Ezagoo Shopping Holding Limited, also referred to herein as “BESH”, and Ruiyin (Shenzhen) Financial Leasing Limited, also referred to herein as “RFLL”, whereas CETL has the option to purchase all of the equity interests of Beijing Ezagoo Zhicheng Internet Technology Limited, a Chinese, “PRC” Company, from RFLL and BESH. These equity interests would make up 100% of the equity interests of Beijing Ezagoo Zhicheng Internet Technology Limited. Beijing Ezagoo Zhicheng Internet Technology Limited is considered to be a variable interest entity, also referred to herein as a “VIE”, to Changsha Ezagoo Technology Limited, and therefore a VIE of the issuer, Ezagoo Limited, a Nevada Company. More information regarding this agreement can be found in exhibit 10.1, titled, “Call Option Agreement”.

On 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 engaged CETL to provide management, financial, and other business services to Beijing Ezagoo Zhicheng Internet Technology Limited (formerly named as Hunan Ezagoo Zhicheng Internet Technology Limited that change the company name on December 2, 2020). CETL is to be compensated with 100% of all profits generated by Beijing Ezagoo Zhicheng Internet Technology Limited. This Agreement is effective as of July 20, 2018 and will continue in effect for a period of ten (10) years (the “Initial Term”), and for succeeding periods of the same duration (each, “Subsequent Term”), until terminated by one of the following means either during the Initial Term or thereafter: Mutual Consent, Termination by CETL, Breach or Insolvency. Beijing Ezagoo Zhicheng Internet Technology Limited is considered to be a variable interest entity to Changsha Ezagoo Technology Limited, and therefore a VIE of the issuer, Ezagoo Limited, a Nevada Company. More information regarding this agreement can be found in exhibit 10.3, titled, “Management Services Agreement.”

On 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$100,000 (Chinese Yuan) to BESH and RFLL, all of which shall be used for the benefit of Beijing Ezagoo Zhicheng Internet Technology Limited. The total amount of the loan is due on, or before, December 31, 2018. More information regarding this agreement can be found in exhibit 10.5, titled, “Loan Agreement.”

On 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 Industrial Development Group Holding Limited, the reason to continue the operating in Changsha is we had adapted to the business environment and adjusted business strategy.

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

| F-5 |

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EZAGOO

LIMITED

NOTES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR

THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 (Unaudited)

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

NOTE

2 - GOING CONCERN UNCERTAINTIES

As

of September 30, 2022, the Company suffered an accumulated deficit of $3,455,831 and incurred a net loss of $877,651 for nine months ended September 30, 2022. The continuation of the Company as a going concern through September 30, 2022 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.

These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result in the Company not being able to continue as a going concern.

NOTE

3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

● Basis of consolidated presentation

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

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

● Use of estimates

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

● Reclassification

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

● Foreign currencies translation and re-measurement

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

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

In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiary are recorded as a separate component of accumulated other comprehensive income (loss) within the statements of stockholders’ deficit.

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

SCHEDULE

OF FOREIGN CURRENCY TRANSLATION OF EXCHANGE RATES

		2021

		2021
		(Unaudited)
Period-end<br> RMB: US1 exchange rate	7.12		6.44
Period-average<br> RMB: US1 exchange rate	6.60		6.47
Period-end<br> HK: US1 exchange rate	7.85		7.78
Period-average<br> HK: US1 exchange rate	7.83		7.77
Period-end<br> and Period-average RMB and HK: US1 exchange rate	7.83		7.77

All values are in US Dollars.

| F-6 |

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EZAGOO

LIMITED

NOTES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR

THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 (Unaudited)

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

● Cash and cash equivalents

The company considers all highly liquid instruments with a maturity of nine 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.

● 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:

SCHEDULE

OF PLANT AND EQUIPMENT EXPECTED USEFUL LIVES

Office<br> equipment	3-5<br> years

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

● Lease

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

The Company has assessed its contracts and concluded that its leases consist of only operating leases. Operating leases are included in 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<br> the contract(s) with a customer;
a.	The<br> parties to the contract have approved the contract (in writing, orally, or in accordance with other customary business practices)<br> and are committed to perform their respective obligations.
---	---
b.	The<br> entity can identify each party’s rights regarding the services to be transferred.
c.	The<br> entity can identify the payment terms for the services to be transferred.
d.	The<br> contract has commercial substance (that is, the risk, timing, or amount of the entity’s future cash flows is expected to change<br> as a result of the contract).
e.	It<br> is probable that the entity will collect substantially all of the consideration to which it will be entitled in exchange for the<br> services that will be transferred to the customer.
2.	Identify<br> the performance obligations in the contract;
---	---
a.	According<br> to the contract, the Company and Customer has to maintain the performance obligation, respectively.
---	---
b.	The<br> customer shall pay for the advertising services after signing of the contract and provide appropriate advertisement materials to<br> the Company, the Company shall ensure the advertisement of the Customer is published according to the contract terms.
3.	Determine<br> the transaction price;
---	---
a.	For<br> the advertising contract, the transaction price is explicitly stated in fixed amount in the contract. There is no variable consideration,<br> such as discounts, rebates, consideration payable to customer or noncash consideration. There was no price concession, and the Company<br> did not expect any price concession for the service performed during the nine months ended September 30, 2022 and 2021.
---	---
b.	The<br> contract does not contain any elements that would cause consideration under the arrangement to be variable (Examples include discounts,<br> rebates, refunds, credits, incentives, tiered pricing, price guarantees, right of return, etc.).
c.	There<br> 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

FOR

THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 (Unaudited)

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

4.	Allocate<br> the transaction price to the performance obligations in the contract; and
a.	There<br> were no multiple performance obligations to which the transaction price must be allocated, and each contract only has one performance<br> obligation. The standalone selling price is explicated stated in the contract.
---	---
5.	Recognize<br> revenue when (or as) the entity satisfies a performance obligation.
---	---
a.	Per<br> ASC 606, an entity shall recognize revenue when (or as) the entity satisfies a performance obligation by transferring a promised<br> 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<br> is recognized when the advertising service is performed. According to the sample advertising contract, upon obtaining the signed<br> contract from the Customer, the service period would be started. Therefore, the revenue is recognized when the service completely<br> provided at that point in time.

Under Topic 606, revenues are recognized when the promised services 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.

As of January 1, 2022, the Company’s revenue will mainly be generated revenue from Xindian application platform. According to the announcement of <Approval of Changsha Municipal People’s Government on establishing Changsha Bus Group Co., LTD.> that was issued by the Changsha government on November 17, 2020, “In order to accelerate the development of the Changsha City, the local government decided to set up the Changsha Public Transportation Group Ltd, which is holds Baojun Bus Co., Zhongwang Bus Co., and Tongchang Bus Co.” These mentioned Bus companies are used to be our vendors, our contracts with Zhongwang Bus Co., and Tongchang Bus Co., were expired on February 9, 2021, and April 1, 2020, respectively, and we were not renewed as they were the first batch of bus companies to be merged by the Changsha government. The contract with Baojun Bus Co., was expired on December 31, 2020 but we continued the bus rent on a monthly basis until December 28, 2021. The Changsha government completed the merge and acquisition at the end of 2021, which makes it very difficult for us to continue to operate in this area.

During the period ended September 30, 2022, the Company conducted its business in generally two revenue streams: the advertisement income of mobile short video, and the commission income from e-commerce business & other value-added services that started from June 1, 2022.

● Cost of revenues

Cost of revenue includes bus media terminal rental fees, bus monitors maintenance fees, bus screen installation fees, internet data fees, cloud fees for storage use and the operating salaries for the staffs who running the Xindian application.

● 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 $59,401 and $17,220 for the nine months ended September 30, 2022 and 2021, respectively.

● Value-added taxes

Revenue is recognized net of value-added taxes (“VAT”). The VAT is based on gross sales price and VAT rates applicable to the Company is 6% for the nine months ended September 30, 2022 and 2021. All of the VAT returns filed by the Company’s subsidiaries in the PRC, have been and remain subject to examination by the PRC tax authorities for five years from the date of filing. VAT payables are included in accrued liabilities.

● Income taxes

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

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

| F-8 |

| --- |

EZAGOO

LIMITED

NOTES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR

THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 (Unaudited)

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

● Earnings per share

The Company computes earnings per share (“EPS”) in accordance with ASC Topic 260, “Earnings per share”. Basic EPS is measured as the income or loss available to common shareholders divided by the weighted average common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (e.g., convertible securities, options, and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Any potential common shares in 2022 and 2021 that have an anti-dilutive effect (i.e. those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS.

● Commitments and contingencies

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

● Related party transaction

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

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

● 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, 2022. 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 - PLANT, PROPERTY AND EQUIPMENT

SCHEDULE

OF PROPERTY, PLANT AND EQUIPMENT

	September 30,<br><br> <br>2022			December 31,<br><br> <br>2021
	As<br> of
	September 30,<br><br> <br>2022			December 31,<br><br> <br>2021
	(Unaudited)			(Audited)
Office<br> equipment	$	42,332		$	42,332
Accumulated<br> depreciation		(38,807	)		(31,008	)
Property<br> and equipment, net	$	3,525		$	11,324

Depreciation

expense, classified as operating expenses, was $7,799 and $8,413 for the nine months ended September 30, 2022 and 2021, respectively.

Accumulated

depreciation as of September 30, 2022 and December 31, 2021 were $38,807 and $31,008, respectively.

| F-9 |

| --- |

EZAGOO

LIMITED

NOTES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR

THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 (Unaudited)

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

NOTE

5 - AMOUNT DUE FROM RELATED PARTY

As

of September 30, 2022, and December 31, 2021, our amount due from a related party, Hunan Homestead Asset Management Co., Ltd., is $0 and $331,342, respectively. During the period through May 16, 2022, the related party repaid $319,141, which the Company is fully collected. The different of repayment amounts in US$ due to the different exchange rate used to evaluate the nine months ended as of September 30, 2022 and the year ended as of December 31, 2021.

NOTE

6 - DEPOSITS, PREPAYMENTS AND OTHER RECEIVABLES

Deposits, prepayments and other receivables consisted of the following:

SCHEDULE

OF DEPOSITS, PREPAYMENTS AND OTHER RECEIVABLES

	September<br> 30,<br><br> 2022		December<br> 31,<br><br> 2021
	As<br> of
	September<br> 30,<br><br> 2022		December<br> 31,<br><br> 2021
	(Unaudited)		(Audited)
Deposits,<br> prepayments and other receivables	$	56,973	$	63,119
Total<br> deposits, prepayments and other receivables	$	56,973	$	63,119

As

of September 30, 2022, the balance $56,973 represented an outstanding prepayment which included rent prepayments and related costs. As of December 31, 2021, the balance $63,119 represented an outstanding prepayment which included rent prepayment, and housing funds.

NOTE

7 - ACCOUNTS PAYABLE

Accounts payable consists of the following:

SCHEDULE

OF ACCOUNT PAYABLE

	September 30,<br><br> <br>2022		December 31,<br><br> <br>2021
	As<br> of
	September 30,<br><br> <br>2022		December 31,<br><br> <br>2021
	(Unaudited)		(Audited)
Accounts<br> payable	$	-	$	28,638
Total	$	-	$	28,638

As

of September 30, 2022, and December 31, 2021, our accounts payable are $0 and $28,638, respectively. During the period ended September 30, 2022, the remaining balance of bus screen terminal platform fee in 2021 has been paid.

NOTE

8 – ACCRUED EXPENSES, OTHER PAYABLE AND DEPOSITS RECEIVED

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

SCHEDULE

OF OTHER PAYABLE

	September 30,<br><br> <br>2022		December 31,<br><br> <br>2021
	As<br> of
	September 30,<br><br> <br>2022		December 31,<br><br> <br>2021
	(Unaudited)		(Audited)
Accrued<br> expenses	$	15,179	$	40,492
Other<br> payable		193,958		151,581
Deposits<br> received from customers		53,053		59,062
Total	$	262,190	$	251,135

Accrued expenses include the quarterly review fee, tax filing service fee & other accrued expenses. Other payable include the rent payable, PRC tax payable, and employee payable etc. Deposits received from customers are advertisement service fee paid in advance by customers.

NOTE

9 - DEFERRED REVENUES

As

of September 30, 2022, and December 31, 2021, our deferred revenues are $2,754 and $111,388, respectively. This deferred revenue was expected to be recognized as revenue during the year of 2022.

| F-10 |

| --- |

EZAGOO

LIMITED

NOTES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR

THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 (Unaudited)

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

NOTE

10 - DUE TO RELATED PARTIES

SCHEDULE

OF DUE TO RELATED PARTIES

	September 30,<br><br> <br>2022		December 31,<br><br> <br>2021
	As<br> of
	September 30,<br><br> <br>2022		December 31,<br><br> <br>2021
	(Unaudited)		(Audited)
Amount<br> due to related party B	$	209,254	$	234,307
Amount<br> due to related party C		22,652		25,364
Amount<br> due to related party D		25,446		27,288
Amount<br> due to related party E		120,200		134,591
Amount<br> due to related party G		256,099		286,759
Amount<br> due to related party H		7,268		8,138
Amount<br> due to related party I		-		4,835
Amount<br> due to related party J		750,428		291,105
Amount<br> due to related party K		37,943		42,486
Amount<br> due to related party L		20,893		20,893
Amount<br> due to related party M		335,018		463,892
Amount<br> due to related party N		131,387		162,852
Amount<br> due to related party O		115,233		70,809
Amount<br> due to related party P		31,366		35,122
Total	$	2,063,187	$	1,808,441

party B is Hunan Ezagoo Shopping Co. Ltd., Hunan Homestead Asset Management Co., Ltd. is a shareholder of Hunan Ezagoo Shopping Co. Ltd, which is 100% owned by Chengfu Tan, who is Xiaohao Tan’s Father. As of September 30, 2022, and December 31, 2021, related party B advanced $209,254 and $234,307 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.

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, 2022, and December 31, 2021, related party C advanced $22,652 and $25,364 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.

party D is Ms. Qianwen Zhang, the wife of Mr. Xiaohao Tan. Ms. Qianwen Zhang is also the Legal Company Representative of Beijing Ezagoo Zhicheng Internet Technology Limited. As of September 30, 2022, and December 31, 2021, related party D advanced $25,446 and $27,288 to the Company as working capital, which is unsecured, interest-free with no fixed payment term, for working capital purpose.

party E is Changsha Kexibeier E-commerce Limited, Mr. Cheng Zhang is the Legal Company Representative of the Changsha Kexibeier E-commerce Limited, and a key management of the Company. As of September 30, 2022, and December 31, 2021, related party E advanced $120,200 and $134,591 to the Company as working capital, which is unsecured, interest-free with no fixed payment term, for working capital purpose.

party G is Kuaile Motors Camping Site Investment Development Limited. It’s owns 92% and 8% by Mr. Xiaohao Tan and Ms. Qianwen Zhang, the wife of Mr. Xiaohao Tan, respectively. Ms. Qianwen Zhang is also the legal Company Representative of this company. As of September 30, 2022, and December 31, 2021, related party G advanced $256,099 and $286,759 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.

party H is Hunan Yijiaren Hotel Limited, it’s owns 90% and 10% by Beijing Ezagoo Zhicheng Internet Technology Limited and Ms. Qianwen Zhang, the wife of Mr. Xiaohao Tan, respectively. As of September 30, 2022, and December 31, 2021, related party H advanced $7,268 and $8,138 to the Company as working capital, which is unsecured, interest-free with no fixed payment term, for working capital purpose.

| F-11 |

| --- |

EZAGOO

LIMITED

NOTES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR

THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 (Unaudited)

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

party I is Hunan Bright Lionrock Mountain Resort Limited. Beijing Ezagoo Industrial Development Group Holding Limited, which is a shareholder of Beijing Ezagoo Zhicheng Internet Technology Limited, owns 80% of Hunan Bright Lionrock Mountain Resort Limited. Mr. Xiao Hao Tan is the Legal Company Representative of this Company. As of September 30, 2022, and December 31, 2021, related party I advanced $0 and $4,835 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.

party J is Beijing Ezagoo Industrial Development Group Holding Limited. It is a shareholder of Beijing Ezagoo Zhicheng Internet Technology Limited, and Mr. Xiaohao Tan owns 75% of related party J. As of September 30, 2022, and December 31, 2021, related party J advanced $750,428 and $291,105 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.

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, 2022, and December 31, 2021, related party K advanced $37,943 and $42,486 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.

party L is Ezagoo B&R (HongKong) Industry Development Group Limited, which is a shareholder of Beijing Ezagoo Industrial Development Group Holding Limited, owns 100% of Ezagoo B&R (HongKong) Industry Development Group Limited. Mr. Xiao Hao Tan is the Legal Company Representative of this company. As of September 30, 2022, and December 31, 2021, 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.

party M is Hunan Ezagoo Film Co., Limited, which 85% of its equity is owned by Mr. Xiao Hao Tan, he is the director of the Company. As of September 30, 2022, and December 31, 2021, the Company has $355,018 and $463,892 and $0 advertising production cost payable to related party M, which is unsecured, interest-free with no fixed payment term.

party N is Hunan Wancheng Xingyi Industrial Development Co., Limited, which 100% of its equity is owned by Mr. Xiao Hao Tan, he is the director of the Company. As of September 30, 2022, and December 31, 2021, related party N advanced $131,387 and $162,852 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.

party O is Hunan Little Penguin Culture Communication Co., Limited, which 95% and 5% of its equity is owned by related party J and Mr. Xiao Hao Tan, respectively. And Mr. Xiaohao Tan is the director of the Company. As of September 30, 2022, and December 31, 2021, related party N advanced $115,233 and $70,809 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.

party P is Hunan Yuancheng Shengwang Marketing Co., Limited, which 82% of its equity is owned by related party J, Beijing Ezagoo Industrial Development Group Holding Limited. As of September 30, 2022, and December 31, 2021, related party P advanced $31,366 and $35,122 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.

SCHEDULE

OF DISCLOSURE OF RELATED PARTIES TRANSACTIONS

	2022			2021
Disclosure<br> of related parties’ transactions	Nine<br> months ended September 30,
	2022			2021
	(Unaudited)			(Unaudited)
Imputed<br> interest expenses to director	$	923		$	631
Imputed<br> interest expenses to related parties		62,589			38,749
Imputed<br> interest income from related parties		(4,111	)		(22,160	)
Total<br> imputed interest expenses (income)	$	59,401		$	17,220
Commission<br> income, related parties	$	9		$	-
Cost<br> of revenue, related parties	$	5,438		$	400,212

NOTE

11 - DUE TO DIRECTOR

As

of September 30, 2022, and December 31, 2021, a director of the Company advanced $27,054 and $29,174 to the Company, which is unsecured, interest-free with no fixed payment term, for working capital purpose.

| F-12 |

| --- |

EZAGOO

LIMITED

NOTES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR

THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 (Unaudited)

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

NOTE

12 - OPERATING LEASE

The

Company has three operating lease agreement for the office space, the first one is in Beijing China with remaining lease term of 1.17 years, the second one is in Beijing China with remaining lease term of 0.08 years, the third one is in Changsha, Hunan China that paid month by month rent as of September 30, 2022 after the lease ends. 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.

On September 29, 2022, that rent agreement in Beijing China with remaining lease term of 0.08 years that will be expiry on October 22, 2022, which have been renewed 1 year from October 23, 2022 to Oct 22, 2023 with monthly rent of $303 (RMB2,000).

The details lease terms are shown as followings:

SCHEDULE OF DETAILS OF LEASE TERM

Lease<br> agreement	Expiry<br> Date	Original<br> Lease Term	The<br> Remaining Lease Term
1^st^Beijing office rent	Dec<br> 9, 2023	2.67<br> years	1.17<br> years
2^nd^Beijing office rent	Oct<br> 22, 2022	1<br> year	0.08<br> year
3^rd^Changsha office rent	Nov<br> 15, 2020	3<br> years	Month<br> by month
4^th^ Beijing office rent	Oct 23, 2022	1 year	1 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.

The components of lease expense and supplemental cash flow information related to leases for the period are as follows:

(a) Rent expenses

For nine months ended September 30, 2022 and 2021, 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

	2022			2021
	Nine months ended<br> <br>September 30,
	2022			2021
	(Unaudited)			(Unaudited)
Lease<br> Cost
Operating<br> lease cost (included in general and administration in the Company’s unaudited condensed statement of operations)	$	138,069		$	103,108
Other<br> Information
Cash<br> paid for amounts included in the measurement of lease liabilities for the nine months ended September 30, 2022	$	142,088		$	104,623
Weighted<br> average remaining lease term – operating leases (in years)		1.17			2.17
Average<br> discount rate – operating leases		4.35	%		4.35	%

| F-13 |

| --- |

EZAGOO

LIMITED

NOTES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR

THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 (Unaudited)

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

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

SCHEDULE

OF SUPPLEMENTAL BALANCE SHEET INFORMATION RELATED TO LEASES

Operating<br> leases
Operating<br> right-of-use assets	$	222,142	$	393,245
Total<br> operating right-of-use assets	$	222,142	$	393,245
Operating<br> lease liabilities- current portion	$	170,435	$	181,146
Operating<br> lease liabilities- non-current portion		51,248		214,494
Total<br> operating lease liabilities	$	221,683	$	395,640

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

SCHEDULE OF MATURITIES

OF LEASE LIABILITIES

Period<br> ending September 30,
2023	$	175,474
2024		23,121
Total<br> lease payments		198,595
Less:<br> Imputed interest/present value discount		23,088
Present<br> value of lease liabilities	$	221,683

Lease

expenses were $138,069 and $103,108 during the nine months ended September 30, 2022 and 2021, respectively.

NOTE

13 – COMMON STOCK

As

of September 30, 2022, and December 31, 2021, the Company has 119,956,826 shares issued and outstanding. There are no shares of preferred stock issued and outstanding.

NOTE

14 – ADDITIONAL PAID-IN CAPITAL

As

of September 30, 2022, and December 31, 2021, the Company has a total additional paid-in capital - capital contribution balance of $1,444,308 and $1,384,907 respectively.

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Item2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Theinformation contained in this quarter report on Form 10-Q is intended to update the information contained in our Annual Report on Form10-K for the year ended December 31, 2021 and presumes that readers have access to, and will have read, the “Management’sDiscussion and Analysis of Financial Condition and Results of Operations” and other information contained in such Form 10-K. Thefollowing discussion and analysis also should be read together with our consolidated financial statements and the notes to the consolidatedfinancial statements included elsewhere in this Form 10-Q.

Thefollowing discussion contains certain statements that may be deemed “forward-looking statements” within the meaning of thePrivate 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 guaranteesof future performance and involve risks, uncertainties and requirements that are difficult to predict or are beyond our control. Forward-lookingstatements speak only as of the date of this quarterly report. You should not put undue reliance on any forward-looking statements. Westrongly encourage investors to carefully read the factors described in our Form S-1 Amendment No.5, dated May 3, 2019 in the sectionentitled “Risk Factors” for a description of certain risks that could, among other things, cause actual results to differfrom these forward-looking statements. We assume no responsibility to update the forward-looking statements contained in this transitionreport on Form10-Q. The following should also be read in conjunction with the unaudited Condensed Consolidated Financial Statements andnotes thereto that appear elsewhere in this report.

CompanyOverview

Ezagoo Limited (“the Company” or “EZAGOO”), was incorporated in the State of Nevada on May 9, 2018. As of January 1, 2022, the Company’s revenue will mainly be generated revenue from Xindian application platform. According to the announcement of <Approval of Changsha Municipal People’s Government on establishing Changsha Bus Group Co., LTD.> that was issued by the Changsha government on November 17, 2020, “In order to accelerate the development of the Changsha City, the local government decided to set up the Changsha Public Transportation Group Ltd, which is holds Baojun Bus Co., Zhongwang Bus Co., and Tongchang Bus Co.” These mentioned Bus companies are used to be our vendors, our contracts with Zhongwang Bus Co., and Tongchang Bus Co., were expired on February 9, 2021, and April 1, 2020, respectively, and we were not renewed as they were the first batch of bus companies to be merged by the Changsha government. The contract with Baojun Bus Co., was expired on December 31, 2020 but we continued the bus rent on a monthly basis until December 28, 2021. The Changsha government completed the merge and acquisition at the end of 2021, which makes it very difficult for us to continue to operate in this area.

During the periods ended September 30, 2022, the Company conducted its business in generally two revenue streams: the advertisement income of mobile short video, and the commission income from e-commerce business & other value-added services that started from June 1, 2022.

Resultsof Operation

For the three and nine months ended September 30, 2022 compared with the three and nine months ended September 30, 2021

Revenue

	Three<br> months ended<br> September 30,		Nine<br> months ended <br> September 30,
	2022	2021	2022	2021
	(Unaudited)	(Unaudited)	(Unaudited)	(Unaudited)
REVENUES
Advertisement<br> income of mobile short video
Commission<br> income
-Commission<br> income of e-commerce business
-Commission<br> income of other value-added services

All values are in US Dollars.

For three months ended September 30, 2022 and 2021, we realized revenue in amount of $423 and $386,634, respectively. The decrease in advertisement income is the Company suffered from the Covid-19, and we met the bottleneck when we transformed the traditional bus advertising to their Xindian platform since January 1, 2022. We’re planning to expand our brand to attract more potential users and customers, and we have generated commission income of e-commerce business (Xin-Beauty) and other value-added services (Customers or Users could sell products in Xindian, like Amazon), that are starting from April 1, 2022.

For nine months ended September 30, 2022 and 2021, we realized revenue in amount of $240,901 and $1,279,170, respectively. The decrease in revenue is the Company’s business development is focus on the advertisement income and other income from Xindian, and no traditional advertisement on urban-bus since January 1, 2022. We’re planning to expand our brand to attract more potential users and customers, and we have generated commission income of e-commerce business (Xin-Beauty) and other value-added services (Customers or Users could sell products in Xindian, like Amazone), that are starting from April 1, 2022.

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Costsand Expenses

Cost of revenues is comprised of short video produce costs, bus rental fee and related costs, salaries and related costs.

●	Short<br> video produce costs of $0 and $115,350 for three months ended September 30, 2022 and 2021,<br> respectively, which are outsourcing to the related party.<br><br> <br>Short<br> video produce costs of $5,438 and $400,212 for nine months ended September 30, 2022 and 2021, respectively, which are outsourcing<br> to the related party.
●	Bus<br> rental fee and related costs of $178 and $13,913 for three months ended September 30, 2022<br> and 2021 respectively, which for surcharges expenses.<br><br> <br>Bus<br> rental fee and related costs of $1,922 and $45,661 for nine months ended September 30, 2022 and 2021 respectively, which for surcharges<br> expenses.
●	Salaries<br> and related costs of $34,792 and $0 for three months ended September 30, 2022 and 2021 respectively,<br> which are the compensation expenses for technical employees responsible for R&D and depreciation<br> of computer related to our existing Xindian platform.<br><br> <br>Salaries<br> and related costs of $140,512 and $1,455 for nine months ended September 30, 2022 and 2021 respectively, which are the compensation<br> expenses for technical employees responsible for R&D and depreciation of computer related to our existing Xindian platform.

●

Short video produce costs of $0 and $115,350 for three months ended September 30, 2022 and 2021, respectively, which are outsourcing to the related party. Short video produce costs of $5,438 and $400,212 for nine months ended September 30, 2022 and 2021, respectively, which are outsourcing to the related party.

●

Bus rental fee and related costs of $178 and $13,913 for three months ended September 30, 2022 and 2021 respectively, which for surcharges expenses. Bus rental fee and related costs of $1,922 and $45,661 for nine months ended September 30, 2022 and 2021 respectively, which for surcharges expenses.

●

Salaries and related costs of $34,792 and $0 for three months ended September 30, 2022 and 2021 respectively, which are the compensation expenses for technical employees responsible for R&D and depreciation of computer related to our existing Xindian platform. Salaries and related costs of $140,512 and $1,455 for nine months ended September 30, 2022 and 2021 respectively, which are the compensation expenses for technical employees responsible for R&D and depreciation of computer related to our existing Xindian platform.

OperatingExpenses

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<br> main components of our sales and marketing expenses of $27,292 and $30,429 for three months ended September 30, 2022 and 2021 respectively,<br> and of $103,957 and $98,101 for the nine months ended September 30, 2022 respectively, are:
a.	Compensation<br> expenses for employees engaged in sales and marketing, sales support, and certain customer service functions;
---	---
b.	Spending<br> related to our advertising and promotional activities in support of our services and Xindian platform.
●	The<br> main components of our general and administrative expenses of $243,500 and $267,255 for three months ended September 30, 2022 and<br> 2021 respectively, and of $812,599 and $672,419 for the nine months ended September 30, 2022 respectively, are:
---	---
a.	Compensation<br> expenses for employees in financial, human resources, and other administrative support functions;
---	---
b.	Professional<br> services fees, including audit, consulting.
c.	Office<br> expenses, including rent and rate, insurance.

NetIncome (Loss)

The net loss was $308,263 for three months ended September 30, 2022, as compared to net loss of $50,867 for three months ended September 30, 2021. The decrease of net income mainly derived from the decrease in the advertisement income and increase in administrative expenses.

The net loss was $877,651 for nine months ended September 30, 2022, as compared to net income of $49,674 for nine months ended September 30, 2021. The decrease of net income mainly derived from the decrease in the advertisement income and increase in administrative expenses.

Liquidityand Capital Resources

As of September 30, 2022, we had working capital deficit of $2,049,399 as compared to working capital deficit of $1,481,472 as of December 31, 2021. The increase in working capital deficit was reflected in the advanced from related parties and the deferred income for operating use. The Company’s net loss of $877,651 and net income of $49,674 for nine months ended September 30, 2022 and 2021, respectively.

CashFlow from Operating Activities

For nine months ended September 30, 2022, net cash used in operating activities was $617,620, compared to net cash used in operating activities of $817,268 for nine months ended September 30, 2021, reflecting a decrease of 199,647. The cash used in operating activities was mainly due to increasing in the repayment from related party and the decreasing in deferred revenue.

CashFlow from Investing Activities

For nine months ended September 30, 2022, and 2021, net cash used in investing activities was $0 and $0, respectively.

CashFlow from Financing Activities

For nine months ended September 30, 2022, net cash provided by financing activities was $479,709, as compared to net cash used in financial activities of $581,763, reflecting a decrease of $102,054. The net cash provided by financing activities for nine months ended September 30, 2022 was the loan advanced from related parties.

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CreditFacilities

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

ContractualObligations, Commitments and Contingencies

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

Off-balanceSheet Arrangements

As of September 30, 2022, 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.

AdditionalInformation

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<br> effective control over BEZL and BELCB whereby having the power to direct BEZL and BELCB’s activities that most significantly<br> drive the economic results of BEZL and BELCB;
2.	receive<br> substantially all of the economic benefits and residual returns, and absorb substantially all the risks and expected losses from<br> BEZL and BELCB as if it was their sole shareholder; and
3.	have<br> 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<br> effective control over BEZL and BELCB whereby having the power to direct BEZL and BELCB’s activities that most significantly<br> drive the economic results of BEZL;
2.	receive<br> substantially all of the economic benefits and residual returns, and absorb substantially all the risks and expected losses from<br> BEZL and BELCB as if it was their sole shareholder;
3.	and<br> 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.

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

The Company’s mailing address is B127, 2/F, Block B, Beijing Pudi Hotel, No.7 South Street of Jianguomen, Dongcheng District, Beijing 100000, China

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Item3 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.

Item4 Controls and Procedures.

Evaluationof 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, 2022. 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, 2022, 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, 2022, 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.

Changesin Internal Control over Financial Reporting:

There were no changes in our internal control over financial reporting during the quarter ending September 30, 2022, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART

II — OTHER INFORMATION

Item1. 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.

Item1A. 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.

Item2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item3. Defaults Upon Senior Securities

None.

Item4. Mine Safety Disclosures

Not applicable.

Item5. Other Information.

None.

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ITEM6. Exhibits

Exhibit<br> 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<br> XBRL Instance Document*
101.SCH	Inline<br> XBRL Schema Document*
101.CAL	Inline<br> XBRL Calculation Linkbase Document*
101.DEF	Inline<br> XBRL Definition Linkbase Document*
101.LAB	Inline<br> XBRL Label Linkbase Document*
101.PRE	Inline<br> XBRL Presentation Linkbase Document*
104	Cover<br> Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith.

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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<br> LIMITED
	(Name<br> of Registrant)
Date:<br> November 14, 2022
	By:	/s/ Tan Xiaohao
	Title:	President,<br> Secretary, Treasurer, Director

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EXHIBIT31.1

CERTIFICATION

I, TAN XIAOHAO, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Ezagoo Limited (the “Company”) for the quarter ended September 30, 2022;

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

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

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

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

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

a.	All<br> significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are<br> reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;<br> and
b.	Any<br> fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s<br> internal control over financial reporting.
Date:<br> November 14, 2022
---	---	---
	By:	/s/ Tan Xiaohao
	Title:	President,<br> Secretary, Treasurer, Director

EXHIBIT31.2

CERTIFICATION

I, YANG XIN, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Ezagoo Limited (the “Company”) for the quarter ended September 30, 2022;

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

a.	All<br> significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are<br> reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;<br> and
b.	Any<br> fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s<br> internal control over financial reporting.
Date:<br> November 14, 2022
---	---	---
	By:	/s/ Yang Xin
	Title:	Chief<br> Financial Officer

EXHIBIT32.1

CERTIFICATIONPURSUANT TO

18U.S.C. SECTION 1350,

ASADOPTED PURSUANT TO

SECTION906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Ezagoo Limited (the “Company”) on Form 10-Q for the period ending September 30, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), The undersigned hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:

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

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

Date:<br> November 14, 2022
	By:	/s/ Tan Xiaohao
	Title:	President,<br> Secretary, Treasurer, Director

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

EXHIBIT32.2

CERTIFICATIONPURSUANT TO18 U.S.C. SECTION 1350,

ASADOPTED PURSUANT TO

SECTION906 OF THE SARBANES-OXLEY ACT OF 2002

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

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

Date:<br> November 14, 2022
	By:	/s/ Yang Xin
	Title:	Chief<br> Financial Officer