UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For
the Quarterly Period Ended
or
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| OTC Markets |
Securities registered pursuant to Section 12(g) of the Act: Common stock, par value $0.0001 per share
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
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| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company |
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The aggregate market value of the voting stock and non-voting common equity held by non-affiliates of the registrant as of August 15, 2022, was approximately $27.5 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 August 15, 2022 | |
| Common Stock, $.0001 par value |
TABLE OF CONTENTS
| 1 |
PART I – FINANCIAL INFORMATION
Item 1. Financial statements
EZAGOO LIMITED
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF JUNE 30, 2022 AND DECEMBER 31, 2021
(Currency expressed in United States Dollars (“US$”), except for number of shares)
| As of | ||||||||
June 30, 2022 | December 31, 2021 | |||||||
| (Unaudited) | (Audited) | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Amount due from related party | ||||||||
| Deposits paid, prepayments and other receivables | ||||||||
| Income Tax receivables | ||||||||
| Total current assets | ||||||||
| NON-CURRENT ASSETS | ||||||||
| Plant and equipment, net | ||||||||
| Operating right-of-use assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued liabilities, other payable and deposits received | ||||||||
| Amount due to a director | ||||||||
| Amount due to the related parties | ||||||||
| Deferred revenues | ||||||||
| Income tax payable | ||||||||
| Operating lease liabilities, current portion | ||||||||
| Total current liabilities | ||||||||
| NON-CURRENT LIABILITIES | ||||||||
| Operating lease liabilities, non-current portion | ||||||||
| TOTAL LIABILITIES | $ | $ | ||||||
| STOCKHOLDERS’ DEFICIT | ||||||||
| Preferred stock, $ par value, shares authorized, issued and outstanding | $ | $ | ||||||
| Common stock, $ par value, shares authorized, and shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| TOTAL STOCKHOLDERS’ DEFICIT | ( | ) | ( | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ | $ | ||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
| F-1 |
EZAGOO LIMITED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022 AND 2021
(Currency expressed in United States Dollars (“US$”), except for number of shares)
| Three months ended June 30, | Six months ended June 30, | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||
| REVENUES | $ | $ | $ | $ | ||||||||||||
| Related party | ||||||||||||||||
| Non-related parties | ||||||||||||||||
| COSTS AND EXPENSES | ||||||||||||||||
| Cost of revenue for short video produce costs, related party | ( | ) | ( | ) | ( | ) | ||||||||||
| Cost of revenue for rental and related costs | ( | ) | ( | ) | ( | ) | ||||||||||
| Cost of revenue for salaries and related expenses | ( | ) | ( | ) | ( | ) | ||||||||||
| Sales and marketing expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| General and administrative expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| TOTAL COSTS AND EXPENSES | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| OPERATING (LOSS) INCOME | ( | ) | ( | ) | ||||||||||||
| OTHER INCOME (EXPENSES) | ||||||||||||||||
| Other income | ||||||||||||||||
| Imputed interest expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| ( | ) | ( | ) | ( | ) | ( | ) | |||||||||
| (LOSS) INCOME BEFORE INCOME TAX | ( | ) | ( | ) | ||||||||||||
| INCOME TAX EXPENSES | ( | ) | ( | ) | ||||||||||||
| NET (LOSS) INCOME | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Other comprehensive income (loss) | ||||||||||||||||
| Foreign exchange adjustment income (loss) | ( | ) | ( | ) | ||||||||||||
| COMPREHENSIVE INCOME (LOSS) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ||||||
| Net (loss) income per share - Basic and diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ||||||
| Weighted average number of common shares outstanding – Basic and diluted | ||||||||||||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
| F-2 |
EZAGOO LIMITED
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022 AND 2021
(Currency expressed in United States Dollars (“US$”), except for number of shares)
For the three months ended June 30, 2022
| COMMON STOCK | ADDITIONAL | ACCUMULATED OTHER | TOTAL | |||||||||||||||||||||
| Number
of shares | Amount | PAID-IN CAPITAL | ACCUMULATED DEFICIT | COMPREHENSIVE INCOME | STOCKHOLDER DEFICT | |||||||||||||||||||
| Balance as of April 1, 2022 (Unaudited) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Imputed interest expenses | - | |||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Other comprehensive income | - | |||||||||||||||||||||||
| Balance as of June 30, 2022 (Unaudited) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
For the three months ended June 30, 2021
| COMMON STOCK | ADDITIONAL | ACCUMULATED OTHER | TOTAL | |||||||||||||||||||||
| Number
of shares | Amount | PAID-IN CAPITAL | ACCUMULATED DEFICIT | COMPREHENSIVE INCOME | STOCKHOLDER DEFICT | |||||||||||||||||||
| Balance as of April 1, 2021 (Unaudited) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Imputed interest income | - | |||||||||||||||||||||||
| Net profit | - | |||||||||||||||||||||||
| Other comprehensive loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance as of June 30, 2021 (Unaudited) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
For the six months ended June 30, 2022
| COMMON STOCK | ADDITIONAL | ACCUMULATED OTHER | TOTAL | |||||||||||||||||||||
| Number
of shares | Amount | PAID-IN CAPITAL | ACCUMULATED DEFICIT | COMPREHENSIVE INCOME | STOCKHOLDER DEFICT | |||||||||||||||||||
| Balance as of January 1, 2022 (Audited) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Imputed interest expenses | - | |||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Other comprehensive loss | - | |||||||||||||||||||||||
| Balance as of June 30, 2022 (Unaudited) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
For the six months ended June 30, 2021
| COMMON STOCK | ADDITIONAL | ACCUMULATED OTHER | TOTAL | |||||||||||||||||||||
| Number
of shares | Amount | PAID-IN CAPITAL | ACCUMULATED DEFICIT | COMPREHENSIVE INCOME | STOCKHOLDER DEFICT | |||||||||||||||||||
| Balance as of January 1, 2021 (Audited) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Imputed interest expenses | - | ( | ) | ( | ) | |||||||||||||||||||
| Net profit | - | |||||||||||||||||||||||
| Other comprehensive loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance as of June 30, 2021 (Unaudited) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
| F-3 |
EZAGOO LIMITED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2022 AND 2021
(Currency expressed in United States Dollars (“US$”), except for number of shares)
Six months ended June 30, | ||||||||
| 2022 | 2021 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net (loss) income | $ | ( | ) | $ | ||||
| Adjustments to reconcile net (loss) income to net cash used in operating activities | ||||||||
| Depreciation | ||||||||
| Imputed interests | ( | ) | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Deposits, prepayments, and other receivables | ( | ) | ||||||
| Repayment from related parties | ||||||||
| Accounts payable | ( | ) | ( | ) | ||||
| Accrued liabilities and other payable | ( | ) | ||||||
| Receipts in advance | ( | ) | ||||||
| Deferred revenues | ( | ) | ( | ) | ||||
| Income tax payable | ( | ) | ||||||
| Operating lease right-of-use assets | ( | ) | ||||||
| Operating lease liabilities | ( | ) | ||||||
| Net cash (used in) provided by operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Advance from related parties | ||||||||
| Advance from a director | ||||||||
| Net cash provided by financing activities | ||||||||
| Effect of exchange rate changes on cash and cash equivalents | ( | ) | ( | ) | ||||
| Net change in cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents, beginning of period | ||||||||
| CASH AND CASH EQUIVALENTS, END OF PERIOD | $ | $ | ||||||
| SUPPLEMENTAL CASH FLOWS INFORMATION | ||||||||
| Cash paid for income taxes | $ | $ | ||||||
| Cash paid for interest paid | $ | $ | ||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
| F-4 |
EZAGOO LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022 (Unaudited)
(Currency expressed in United States Dollars (“US$”), except for number of shares)
NOTE 1 – ORGANIZATION AND BUSINESS BACKGROUND
Ezagoo Limited, a Nevada corporation (“the Company”) was incorporated under the laws of the State of Nevada on May 9, 2018.
On May 9, 2018 Tan Xiaohao was appointed as President, Secretary, Treasurer, and Director of the Company.
On
May 9, 2018, our President, Tan Xiaohao, purchased shares of restricted common stock at a purchase price of $ (par value)
per share. The proceeds from the sale, which were in the amount of $
On
June 30, 2018 Zhang Qianwen and Greenpro Asia Strategic SPC- Greenpro Asia Strategic Fund SP purchased and shares
of restricted common stock respectively at a purchase price of $ (par value) per share. The proceeds from the sale, which were
in the amount of $
On June 6, 2018 Ezagoo Holding Limited, a Seychelles Company, acquired Ezagoo Limited, A Hong Kong Company, in consideration of $.
Ezagoo Limited, a Nevada Company, acquired Ezagoo Holding Limited, a Seychelles Company, on June 25, 2018 in consideration of $. Ezagoo Holding Limited is now a wholly owned subsidiary of the Company.
On
July 20, 2018, Ezagoo Limited, a Hong Kong Company, incorporated a new subsidiary in Changsha, China, called Changsha Ezagoo Technology
Limited, whereas it is owned entirely (
The three companies above are under common control Mr. Tan Xiaohao, the director of the Company, so they are related parties.
On July 20, 2018, Changsha Ezagoo Technology Limited, the Hong Kong Company, also referred to herein as “CETL”, entered into and consummated an agreement with Beijing Ezagoo Shopping Holding Limited, also referred to herein as “BESH”, and Ruiyin (Shenzhen) Financial Leasing Limited, also referred to herein as “RFLL”, whereas CETL has the option to purchase all of the equity interests of Beijing Ezagoo Zhicheng Internet Technology Limited, a Chinese, “PRC” Company, from RFLL and BESH. These equity interests would make up 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.”
| F-5 |
EZAGOO LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022 (Unaudited)
(Currency expressed in United States Dollars (“US$”), except for number of shares)
On July 20, 2018, CETL entered into and consummated an agreement with BESH and RFLL whereas BESH and RFLL have pledged their equity interests in Beijing Ezagoo Zhicheng Internet Technology Limited, to CETL. More information regarding this agreement can be found in exhibit 10.4, titled, “Equity Pledge Agreement.”
On
July 20, 2018, CETL entered into a loan agreement with BESH and RFLL wherein CETL will loan the amount of approximately CNY$
On July 31, 2018 Xin Yang was appointed Chief Financial Officer of the Company.
On March 3, 2021, the Company incorporated a branch company of Beijing Ezagoo Zhicheng Internet Technology Limited, named Changsha Branch of Beijing Ezagoo 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”.
NOTE 2 - GOING CONCERN UNCERTAINTIES
As
of June 30, 2022, the Company suffered an accumulated deficit of $
These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result in the Company not being able to continue as a going concern.
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying unaudited condensed consolidated financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying consolidated financial statements and notes.
● Basis of consolidated presentation
These condensed consolidated financial statements, accompanying notes, and related disclosures have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). These accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). The Company’s fiscal year end is December 31. The Company’s financial statements are presented in U.S. dollars.
The condensed consolidated financial statements include the accounts of EZAGOO LIMITED and its subsidiaries. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation.
| F-6 |
EZAGOO LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022 (Unaudited)
(Currency expressed in United States Dollars (“US$”), except for number of shares)
● Use of estimates
In preparing these condensed consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheets and revenues and expenses during the periods reported. Actual results may differ from these estimates.
● Reclassification
Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations.
● Foreign currencies translation and re-measurement
Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statements of operations and comprehensive income.
The reporting currency of the Company is United States Dollars (“US$”) 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:
| As of and for the six months ended June 30, | ||||||||
| 2022 | 2021 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Period-end RMB: US$1 exchange rate | ||||||||
| Period-average RMB: US$1 exchange rate | ||||||||
| Period-end HK$: US$1 exchange rate | ||||||||
| Period-average HK$: US$1 exchange rate | ||||||||
● Cash and cash equivalents
The company considers all highly liquid instruments with a maturity of six months or less at the time of issuance to be cash equivalents.
● Account receivables
Account receivables are stated at the customer obligations due under normal trade terms net of allowance for doubtful accounts.
| F-7 |
EZAGOO LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022 (Unaudited)
(Currency expressed in United States Dollars (“US$”), except for number of shares)
● Property, plant and equipment
Property, plant and equipment are carried at cost less accumulated depreciation. Depreciation is provided over their estimated useful lives, using the straight-line method. Estimated useful lives of the property and equipment are as follows:
| Office equipment |
The cost of maintenance and repairs is charged to expenses as incurred, whereas significant renewals and betterments are capitalized.
● Lease
The Company accounts for its leases in accordance with ASC 842 Leases. The Company leases office space. The Company concludes on whether an arrangement is a lease at inception. This determination as to whether an arrangement contains a lease is based on an assessment as to whether a contract conveys the right to the Company to control the use of identified property, plant or equipment for period of time in exchange for consideration. Leases with an initial term of 12 months or less are not recorded on the balance sheet. The Company recognizes these lease expenses on a straight-line basis over the lease term.
The Company has assessed its contracts and concluded that its leases consist of only operating leases. Operating leases are included in operating lease right-of-use (ROU) assets, current portion of operating lease liabilities, and operating lease liabilities in the Company’s consolidated balance sheets.
ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company determines an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company’s incremental borrowing rate is a hypothetical rate based on its understanding of what its credit rating would be. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Lease expense for lease payments is recognized on a straight-line basis over the lease term.
● Revenue recognition
The Company assesses and follows the guidance of ASC 606, revenue from contracts with customers is recognized using the following five steps:
| 1. | Identify the contract(s) with a customer; |
| a. | The parties to the contract have approved the contract (in writing, orally, or in accordance with other customary business practices) and are committed to perform their respective obligations. | ||
| b. | The entity can identify each party’s rights regarding the services to be transferred. | ||
| c. | The entity can identify the payment terms for the services to be transferred. | ||
| d. | The contract has commercial substance (that is, the risk, timing, or amount of the entity’s future cash flows is expected to change as a result of the contract). | ||
| e. | It is probable that the entity will collect substantially all of the consideration to which it will be entitled in exchange for the services that will be transferred to the customer. |
| F-8 |
EZAGOO LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022 (Unaudited)
(Currency expressed in United States Dollars (“US$”), except for number of shares)
| 2. | Identify the performance obligations in the contract; |
| a. | According to the contract, the Company and Customer has to maintain the performance obligation, respectively. | ||
| b. | The customer shall pay for the advertising services after signing of the contract and provide appropriate advertisement materials to the Company, the Company shall ensure the advertisement of the Customer is published according to the contract terms. |
| 3. | Determine the transaction price; |
| a. | For the advertising contract, the transaction price is explicitly stated in fixed amount in the contract. There is no variable consideration, such as discounts, rebates, consideration payable to customer or noncash consideration. There was no price concession, and the Company did not expect any price concession for the service performed during the six months ended June 30, 2022 and 2021. | ||
| b. | The contract does not contain any elements that would cause consideration under the arrangement to be variable (Examples include discounts, rebates, refunds, credits, incentives, tiered pricing, price guarantees, right of return, etc.). | ||
| c. | There are no factors that exist whereby it is not probable that a significant reversal or revenues will not occur in the contract. |
| 4. | Allocate the transaction price to the performance obligations in the contract; and |
| a. | There were no multiple performance obligations to which the transaction price must be allocated, and each contract only has one performance obligation. The standalone selling price is explicated stated in the contract. |
| 5. | Recognize revenue when (or as) the entity satisfies a performance obligation. |
| a. | Per ASC 606, an entity shall recognize revenue when (or as) the entity satisfies a performance obligation by transferring a promised good or service (that is, an asset) to a customer. An asset is transferred when (or as) the customer obtains control of that asset. | ||
| b. | Revenue is recognized when the advertising service is performed. According to the sample advertising contract, upon obtaining the signed contract from the Customer, the service period would be started. Therefore, the revenue is recognized when the service completely 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.
● 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.
| F-9 |
EZAGOO LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022 (Unaudited)
(Currency expressed in United States Dollars (“US$”), except for number of shares)
● 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 interest is considered insignificant.
● 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 six months ended June 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.
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.
| F-10 |
EZAGOO LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022 (Unaudited)
(Currency expressed in United States Dollars (“US$”), except for number of shares)
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 January 2017, the FASB issued ASU 2017-04, “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 June 30, 2022 and interim reporting periods during the six months ending June 30, 2022. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. We are evaluating the effects, if any, of the adoption of this guidance on our financial position, results of operations and cash flows.
In August 2018, the FASB issued ASU No. 2018-13, 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, 2019. Implementation on a prospective or retrospective basis varies by specific disclosure requirement. Early adoption is permitted. The standard also allows for early adoption of any removed or modified disclosures upon issuance of this ASU while delaying adoption of the additional disclosures until their effective date.
The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.
NOTE 4 - PROPERTY AND EQUIPMENT
| As of | ||||||||
| June 30, 2022 | December 31, 2021 | |||||||
| (Unaudited) | (Audited) | |||||||
| Office equipment | $ | $ | ||||||
| Accumulated depreciation | ( | ) | ( | ) | ||||
| Property and equipment, net | $ | $ | ||||||
Depreciation
expense, classified as operating expenses, was $
Accumulated
depreciation as of June 30, 2022 and December 31, 2021 were $
NOTE 5 - AMOUNT DUE FROM RELATED PARTY
As
of June 30, 2022, and December 31, 2021, our amount due from a related party, Hunan Homestead Asset Management Co., Ltd., is $ and $
| F-11 |
EZAGOO LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022 (Unaudited)
(Currency expressed in United States Dollars (“US$”), except for number of shares)
NOTE 6 - DEPOSITS, PREPAYMENTS AND OTHER RECEIVABLES
Deposits, prepayments and other receivables consisted of the following:
| As of | ||||||||
| June 30, 2022 | December 31, 2021 | |||||||
| (Unaudited) | (Audited) | |||||||
| Deposits, prepayments and other receivables | $ | $ | ||||||
| Total deposits, prepayments and other receivables | $ | $ | ||||||
As
of June 30, 2022, the balance $
NOTE 7 - ACCOUNTS PAYABLE
Accounts payable consists of the following:
| As of | ||||||||
| June 30, 2022 | December 31, 2021 | |||||||
| (Unaudited) | (Audited) | |||||||
| Accounts payable | $ | $ | ||||||
| Total | $ | $ | ||||||
As
of June 30, 2022, and December 31, 2021, our accounts payable are $
and $
NOTE 8 – ACCRUED EXPENSES, OTHER PAYABLE AND DEPOSITS RECEIVED
Accrued expenses, other payable and deposits received consisted of the following:
| As of | ||||||||
| June 30, 2022 | December 31, 2021 | |||||||
| (Unaudited) | (Audited) | |||||||
| Accrued expenses | $ | $ | ||||||
| Other payable | ||||||||
| Deposits received from customers | ||||||||
| Total | $ | $ | ||||||
Accrued expenses include the quarterly review 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 June 30, 2022, and December 31, 2021, our deferred revenues are $
| F-12 |
EZAGOO LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022 (Unaudited)
(Currency expressed in United States Dollars (“US$”), except for number of shares)
NOTE 10 - DUE TO RELATED PARTIES
| As of | ||||||||
| June 30, 2022 | December 31, 2021 | |||||||
| (Unaudited) | (Audited) | |||||||
| Amount due to related party B | $ | $ | ||||||
| Amount due to related party C | ||||||||
| Amount due to related party D | ||||||||
| Amount due to related party E | ||||||||
| Amount due to related party G | ||||||||
| Amount due to related party H | ||||||||
| Amount due to related party I | ||||||||
| Amount due to related party J | ||||||||
| Amount due to related party K | ||||||||
| Amount due to related party L | ||||||||
| Amount due to related party M | ||||||||
| Amount due to related party N | ||||||||
| Amount due to related party O | ||||||||
| Amount due to related party P | ||||||||
| Total | $ | $ | ||||||
Related
party B is Hunan Ezagoo Shopping Co. Ltd., Hunan Homestead Asset Management Co., Ltd. is a shareholder of Hunan Ezagoo Shopping Co. Ltd,
which is
Related
party C is Ms. Weihong Wan, Assistant and Secretary of Mr. Xiaohao Tan. Ms. Weihong Wan is a shareholder and Legal Company Representative
of Ruiyin (Shenzhen) Financial Leasing Limited. As of June 30, 2022, and December 31, 2021, related party C advanced $
Related
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 June 30, 2022, and December 31, 2021, related party D advanced $
Related
party E is Changsha Kexibeier E-commerce Limited, Mr. Cheng Zhang is the Legal Company Representative of the Changsha Kexibeier E-commerce
Limited, and a key management of the Company. As of June 30, 2022, and December 31, 2021, related party E advanced $
Related
party G is Kuaile Motors Camping Site Investment Development Limited. It’s owns
Related
party H is Hunan Yijiaren Hotel Limited, it’s owns
| F-13 |
EZAGOO LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022 (Unaudited)
(Currency expressed in United States Dollars (“US$”), except for number of shares)
Related
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
Related
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
Related
party K is Ruiyin (Shenzhen) Financial Leasing Limited. Weihong Wan, Assistant and Secretary of Xiaohao Tan, is a Legal Company Representative
of related party K. As of June 30, 2022, and December 31, 2021, related party K advanced $
Related
party L is Ezagoo BR (HongKong) Industry Development Group Limited, which is a shareholder of Beijing Ezagoo Industrial Development
Group Holding Limited, owns
Related
party M is Hunan Ezagoo Film Co., Limited, which
Related
party N is Hunan Wancheng Xingyi Industrial Development Co., Limited, which
Related
party O is Hunan Little Penguin Culture Communication Co., Limited, which
Related
party P is Hunan Yuancheng Shengwang Marketing Co., Limited, which
| Disclosure of related parties’ transactions | Six months ended June 30, | |||||||
| 2022 | 2021 | |||||||
| (Unaudited) | (Audited) | |||||||
| Imputed interest expenses to director | $ | $ | ||||||
| Imputed interest expenses to related parties | ||||||||
| Imputed interest income from related parties | ( | ) | ( | ) | ||||
| Total imputed interest expenses (income) | $ | $ | ( | ) | ||||
| Commission income, related party | $ | $ | ||||||
| Cost of revenue, related parties | $ | $ | ||||||
NOTE 11 - DUE TO DIRECTOR
As of June 30, 2022, and December 31, 2021, a director
of the Company advanced $
| F-14 |
EZAGOO LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022 (Unaudited)
(Currency expressed 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
The details lease terms are shown as followings:
| Lease agreement | Expiry Date | Original Lease Term | The Remaining Lease Term | |||
| 1st Beijing office rent | ||||||
| 2nd Beijing office rent | ||||||
| 3rd Changsha office rent |
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 six months ended June 30, 2022 and 2021, the Company has incurred rent expenses solely for the office premises on a monthly basis as follows:
| Six months ended June 30, | ||||||||
| 2022 | 2021 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Lease Cost | ||||||||
| Operating lease cost (included in general and administration in the Company’s unaudited condensed statement of operations) | $ | $ | ||||||
| Other Information | ||||||||
| Cash paid for amounts included in the measurement of lease liabilities for the six months ended June 30, 2022 | $ | $ | ||||||
| Weighted average remaining lease term – operating leases (in years) | ||||||||
| Average discount rate – operating leases | % | % | ||||||
| F-15 |
EZAGOO LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022 (Unaudited)
(Currency expressed in United States Dollars (“US$”), except for number of shares)
The supplemental balance sheet information related to leases for the period is as follows:
| Operating leases | ||||||||
| Operating right-of-use assets | $ | $ | ||||||
| Total operating right-of-use assets | $ | $ | ||||||
| Operating lease liabilities- current portion | $ | $ | ||||||
| Operating lease liabilities- non-current portion | ||||||||
| Total operating lease liabilities | $ | $ | ||||||
Maturities of the Company’s lease liabilities are as follows:
| Period ending June 30, | ||||
| 2023 | $ | |||
| 2024 | ||||
| Total lease payments | ||||
| Less: Imputed interest/present value discount | ( | ) | ||
| Present value of lease liabilities | $ | |||
Lease
expenses were $
NOTE 13 – COMMON STOCK
As of June 30, 2022, and December 31, 2021, the Company has shares issued and outstanding. There are shares of preferred stock issued and outstanding.
NOTE 14 – ADDITIONAL PAID-IN CAPITAL
As
of June 30, 2022, and December 31, 2021, the Company has a total additional paid-in capital - capital contribution balance of $
| F-16 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The information contained in this quarter report on Form 10-Q is intended to update the information contained in our Annual Report on Form 10-K for the year ended December 31, 2021 and presumes that readers have access to, and will have read, the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other information contained in such Form 10-K. The following discussion and analysis also should be read together with our consolidated financial statements and the notes to the consolidated financial statements included elsewhere in this Form 10-Q.
The following discussion contains certain statements that may be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements appear in a number of places in this Report, including, without limitation, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These statements are not guarantees of future performance and involve risks, uncertainties and requirements that are difficult to predict or are beyond our control. Forward-looking statements speak only as of the date of this quarterly report. You should not put undue reliance on any forward-looking statements. We strongly encourage investors to carefully read the factors described in our Form S-1 Amendment No.5, dated May 3, 2019 in the section entitled “Risk Factors” for a description of certain risks that could, among other things, cause actual results to differ from these forward-looking statements. We assume no responsibility to update the forward-looking statements contained in this transition report on Form10-Q. The following should also be read in conjunction with the unaudited Condensed Consolidated Financial Statements and notes thereto that appear elsewhere in this report.
Company Overview
Ezagoo Limited (“the Company” or “EZAGOO”), was incorporated in the State of Nevada on May 9, 2018. 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 quarterly ended June 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.
Results of Operation
For the three and six months ended June 30, 2022 compared with the three and six months ended June 30, 2021
Revenue
| Three months ended June 30, | Six months ended June 30, | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||
| REVENUES | $ | $ | $ | $ | ||||||||||||
| Advertisement income of mobile short video | - | 440,282 | 244,819 | 892,536 | ||||||||||||
| Commission income | ||||||||||||||||
| -Commission income of e-commerce business | 9 | - | 9 | - | ||||||||||||
| -Commission income of other value-added services | 190 | - | 190 | - | ||||||||||||
| $ | 199 | $ | 440,282 | $ | 245,018 | $ | 892,536 | |||||||||
For three months ended June 30, 2022 and 2021, we realized revenue in amount of $199 and $440,282, 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.
For six months ended June 30, 2022 and 2021, we realized revenue in amount of $245,018 and $892,536, 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.
| 2 |
Costs and Expenses
Cost of revenues is comprised of short video produce costs, bus rental fee and related costs, salaries and related costs.
| ● | Short video produce costs of $0 and $123,056 for three months ended June 30, 2022 and 2021, respectively, which are outsourcing to the related party. Short video produce costs of $5,541 and $284,862 for six months ended June 30, 2022 and 2021, respectively, which are outsourcing to the related party. | |
| ● | Bus rental fee and related costs of $0 and $15,666 for three months ended June 30, 2022 and 2021 respectively, which for surcharges expenses. Bus rental fee and related costs of $1,294 and $31,748 for six months ended June 30, 2022 and 2021 respectively, which for surcharges expenses. | |
| ● | Salaries and related costs of $45,165 and $0 for three months ended June 30, 2022 and 2021 respectively, which are the compensation expenses for technical employees responsible for RD and depreciation of computer related to our existing Xindian platform. Salaries and related costs of $101,150 and $1,455 for six months ended June 30, 2022 and 2021 respectively, which are the compensation expenses for technical employees responsible for RD and depreciation of computer related to our existing Xindian platform. |
Operating Expenses
Operating expenses are generally included during our normal course of business, which we categorize as either sales and marketing expenses and general administrative expenses.
| ● | The main components of our sales and marketing expenses of $31,283 and $33,078 for three months ended June 30, 2022 and 2021 respectively, and of $76,665 and $67,672 for the six months ended June 30, 2022 respectively, are: |
| a. | Compensation expenses for employees engaged in sales and marketing, sales support, and certain customer service functions; | |
| b. | Spending related to our advertising and promotional activities in support of our services and Xindian platform. |
| ● | The main components of our general and administrative expenses of $261,344 and $241,057 for three months ended June 30, 2022 and 2021 respectively, and of $578,556 and $405,164 for the six months ended June 30, 2022 respectively, are: |
| a. | Compensation expenses for employees in financial, human resources, and other administrative support functions; | |
| b. | Professional services fees, including audit, consulting. | |
| c. | Office expenses, including rent and rate, insurance. |
Net (Loss) Income
The net loss was $378,870 for three months ended June 30, 2022, as compared to net income of $16,701 for three months ended June 30, 2021.
The net loss was $569,388 for six months ended June 30, 2022, as compared to net income of $100,541 for six months ended June 30, 2021. The decrease of net profit mainly derived from the decrease in the advertisement income and increase in administrative expenses.
| 3 |
Liquidity and Capital Resources
As of June 30, 2022, we had working capital deficit of $1,887,899 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 $569,388 and net income of $100,541 for six months ended June 30, 2022 and 2021, respectively.
Cash Flow from Operating Activities
For six months ended June 30, 2022, net cash used in operating activities was $309,414, compared to net cash used in operating activities of $394,428 for three months ended June 30, 2021, reflecting an increase of 85,014. The cash used in operating activities was mainly due to increasing in the repayment from related party and the decreasing in deferred revenue.
Cash Flow from Investing Activities
For six months ended June 30, 2022, and 2021, net cash used in investing activities was $0 and $0, respectively.
Cash Flow from Financing Activities
For six months ended June 30, 2022, net cash provided by financing activities was $149,039, as compared to net cash used in financial activities of $463,365, reflecting a decrease of $314,326. The net cash provided by financing activities for six months ended June 30, 2022 was the loan advanced from related parties.
Credit Facilities
We do not have any credit facilities or other access to bank credit.
Contractual Obligations, Commitments and Contingencies
We currently have three lease agreement in place with respect to office premises in Beijing and Changsha China to commence our business operations.
Off-balance Sheet Arrangements
As of June 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.
Additional Information
VIE STRUCTURE AND ARRANGEMENTS
Foreign ownership in companies providing media advertising services is subject to certain restrictions under PRC laws and regulations. To comply with the PRC laws and regulations, we, through our wholly-owned subsidiary, Changsha Ezagoo Technology Limited (CETL), entered into a set of contractual arrangements with Beijing Ezagoo Zhicheng Internet Technology Limited (BEZL) and its shareholders. The contractual arrangements between CETL, BEZL and shareholders of BEZL allow us to:
| 1. | exercise effective control over BEZL whereby having the power to direct BEZL’s activities that most significantly drive the economic results of BEZL |
| 2. | receive substantially all of the economic benefits and residual returns, and absorb substantially all the risks and expected losses from BEZL as if it was their sole shareholder; and |
| 3. | have an exclusive option to purchase all of the equity interests in BEZL. |
| 4 |
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 and shareholders of BEZL allow us to:
| 1. | exercise effective control over BEZL whereby having the power to direct BEZL’s activities that most significantly drive the economic results of BEZL; |
| 2. | receive substantially all of the economic benefits and residual returns, and absorb substantially all the risks and expected losses from BEZL as if it was their sole shareholder; |
| 3. | and have an exclusive option to purchase all of the equity interests in BEZL. |
We believe that the contractual arrangements among CETL, BEZL 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
Item 3 Quantitative and Qualitative Disclosures About Market Risk.
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.
Item 4 Controls and Procedures.
Evaluation of Disclosure Controls and Procedures:
We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of June 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 June 30, 2022, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting.
| 5 |
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses which have caused management to conclude that, as of June 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.
Changes in Internal Control over Financial Reporting:
There were no changes in our internal control over financial reporting during the quarter ending June 30, 2022, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II — OTHER INFORMATION
Item 1. Legal Proceedings
We know of no materials, active or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceedings or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any beneficial shareholder are an adverse party or has a material interest adverse to us.
Item 1A. Risk Factors.
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information.
None.
| 6 |
ITEM 6. Exhibits
| Exhibit No. | Description | |
| 31.1 | Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer* | |
| 31.2 | Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer* | |
| 32.1 | Section 1350 Certification of principal executive officer * | |
| 32.2 | Section 1350 Certification of principal executive officer * | |
| 101.INS | Inline XBRL Instance Document* | |
| 101.SCH | Inline XBRL Schema Document* | |
| 101.CAL | Inline XBRL Calculation Linkbase Document* | |
| 101.DEF | Inline XBRL Definition Linkbase Document* | |
| 101.LAB | Inline XBRL Label Linkbase Document* | |
| 101.PRE | Inline XBRL Presentation Linkbase Document* | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Filed herewith.
| 7 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| EZAGOO LIMITED | ||
| (Name of Registrant) | ||
| Date: August 15, 2022 | ||
| By: | /s/ Tan Xiaohao | |
| Title: | President, Secretary, Treasurer, Director | |
| 8 |