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





Company Overview


Ezagoo Limited ("the Company" or "EZAGOO"), was incorporated in the State of Nevada on May 9, 2018. At present, the Company operates within the Chinese digital advertising network through advertisements displayed on flat-panel audio-visual television displays located on the vast network of urban bus lines in Changsha City and the mobile application named "Xindian".

During the year 2021, the Company conducted its business in generally two revenue stream: the traditional urban bus advertisement and the mobile short video advertisement.





Results of Operations



For the year ended December 31, 2021 compared with the year ended December 31, 2020





Revenue



The Company generated revenue of $2,130,269 for the year ended December 31, 2021 as compared to revenue of $234,674 for the year ended December 31, 2020. Related party revenue was $0 in 2021, whereas 2020 had $33,755 related party revenue. The revenue mainly represented the direct sales of bus advertising service and short video advertising to individuals and businesses in the Xindian Application that was developed and launched by the Company. We expect revenue from our business services segment to increase as we continue to grow our business and expand into new territories.





Costs and Expenses


Our cost structure has two components: cost of revenues and operating expenses of $1,831,931 and $878,047 for the year ended December 31, 2021 and 2020, respectively. Our operating expenses include costs related to R&D, sales and marketing, and general and administrative functions. Certain of these expenses, including those associated with the operation of our technical infrastructure as well as components of our operating expenses, are generally less variable in nature and may not correlated to the changes in revenue.





Cost of revenues


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 $620,435 and $0 for the year ended December 31,

2021 and 2020, respectively, which are outsourcing to the related party.

? Bus rental fee and related costs of $61,933 and $88,198 for the year ended

December 31, 2021 and 2020, respectively, which for ads displayed on their

properties.

? Salaries and related costs of $94,334 and $14,561 for the year ended December

31, 2021 and 2020, respectively, which are the compensation expenses for

technical employees responsible for R&D and depreciation of computer related to

our existing Xindian platform.






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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 $154,763 and

$128,024 for the year ended December 31, 2021 and 2020, 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 $900,466 and

$647,264 for the year ended December 31, 2021 and 2020, respectively, are:

a. Compensation expenses for employees in financial, human resources, and other

administrative support functions;

b. Professional services fees, including audit, consulting, outside legal

service.

c. Office expenses, including rent and rate, insurance.






Net Income (Loss)


The net income for the year was $254,640 for the year ended December 31, 2021 as compared to net loss of $683,841 for the year ended December 31, 2020. The increase of net profit mainly derived from the increase in revenue.

Liquidity and Capital Resources

As of December 31, 2021, we had working capital deficit of $1,481,472 as compared to working capital deficit of $1,596,236 as of December 31, 2020. The decrease in working capital deficit was reflected in the deferred revenue that mostly were recognized as revenue in 2021, advanced from related parties for operating use, and the repayment from the related party. The Company's net income of $254,640 and net loss of $683,841 for the years ended December 31, 2021 and 2020, respectively.

Cash Flow from Operating Activities

Net cash used in operating activities for the year ended December 31, 2021 was $1,438,919 as compared to net cash generated from operating activities of $996,945 for the year ended December 31, 2020, reflecting a decrease of $2,435,864. The cash used in operating activities was due to the receipts in advance and the deferred revenue, that caused the Company has a significant decrease of operating activities cash inflow.

Cash Flow from Investing Activities

Net cash used in investing activities for the year ended December 31 2021 and 2020, was $0 and $1,355, respectively, reflecting an increase of $1,355. The net cash used in investing activities for the year ended December 31, 2021 were mainly related to no purchase of property, plant and equipment.

Cash Flow from Financing Activities

Net cash generated from financing activities for the year ended December 31, 2021 was $1,167,749 as compared to net cash used in financing activities of $1,158,844 for the year ended December 31, 2020, reflecting an increase of $2,326,593. The net cash generated from financing activities for the year ended December 31, 2021 was the loan advanced from related parties.

The revenues, if any, generated from our current business operations alone may not be sufficient to fund our operations or planned growth. We will likely require additional capital to continue to operate our business, and to further expand our business. Sources of additional capital through various financing transactions or arrangements with third parties may include equity or debt financing, bank loans or revolving credit facilities. We may not be successful in locating suitable financing transactions in the time period required or at all, and we may not obtain the capital we require by other means. Our inability to raise additional funds when required may have a negative impact on our operations, business development and financial results.





Critical accounting estimates



Use of estimates


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





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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$") and the accompanying financial statements have been expressed in US$. 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
                                               year ended
                                              December 31,
                                           2021           2020
Period-end RMB: US$1 exchange rate            6.36         6.53

Period-average RMB: US$1 exchange rate 6.45 6.90 Period-end HK$: US$1 exchange rate

            7.75         7.75

Period-average HK$: US$1 exchange rate 7.75 7.75






Cash and cash equivalents


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





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.





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Revenue recognition


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





  1. Identify the contract(s) with a customer;

     a. The parties to the contract have approved the contract (in writing, orally,
        or in accordance with other customary business practices) and are committed
        to perform their respective obligations.
     b. The entity can identify each party's rights regarding the services to be
        transferred.
     c. The entity can identify the payment terms for the services to be
        transferred.
     d. The contract has commercial substance (that is, the risk, timing, or amount
        of the entity's future cash flows is expected to change as a result of the
        contract).
     e. It is probable that the entity will collect substantially all of the
        consideration to which it will be entitled in exchange for the services
        that will be transferred to the customer.

  2. Identify the performance obligations in the contract;

     a. According to the contract, the Company and Customer has to maintain the
        performance obligation, respectively.
     b. The customer shall pay for the 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 years
        ended December 31, 2021 and 2020.
     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.

The Company's revenue mainly from providing advertising services on urban bus in Changsha and the Xindian application that developed by the Company ("service revenue").





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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.





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.





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 2021 and 2020 that have an anti-dilutive effect (i.e. those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS.





Related party transaction


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 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 year ending December 31, 2021 and interim reporting periods during the year ending December 31, 2021. 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.





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Risks and uncertainties


Substantially all the Company's services are conducted in Changsha City, China. The Company's operations are subject to adverse impact of the coronavirus outbreak. The lock-down of the whole China in February 2020 severely reduced our revenue generated from bus advertising business. The extent to which the COVID-19 impacts our results will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the coronavirus and the actions taken globally to contain the coronavirus or treat its impact, among others. Existing insurance coverage may not provide protection for all costs that may arise from all such possible events. We are still assessing our business operations and the impact COVID-19 may have on our results and financial condition, but there can be no assurance that this analysis will enable us to avoid part or all of any impact from the spread of COVID-19 or its consequences, including downturns in business sentiment generally or in our sector in particular.





Going Concern


The accompanying financial statements have been prepared using the going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

As of December 31, 2021, the Company suffered an accumulated deficit of $2,578,180 and operated a net profit of $254,640. The continuation of the Company as a going concern through December 31, 2021 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.

Off-Balance Sheet Arrangements

As of December 31, 2021, 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.

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