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. 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 (which was closed as they're merger plan with Changsha bus since January 1, 2022) and the mobile application named "Xindian".

During the quarterly ended March 31, 2022, the Company conducted its business in generally one revenue stream: the mobile short video advertisement.

Results of Operation

For the three months ended March 31, 2022 compared with the three months ended March 31, 2021

Revenue

For three months ended March 31, 2022 and 2021, we realized revenue in amount of $249,736 and $452,254, respectively. The decrease in revenue is the Company's business development is focus on the mobile short video advertisement in Xindian, and no traditional advertisement on urban-bus since January 1, 2022.

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 $5,652 and $161,806 for three months ended March
    31, 2022 and 2021, respectively, which are outsourcing to the related party.
  ? Bus rental fee and related costs of $1,320 and $16,082 for three months ended
    March 31, 2022 and 2021 respectively, which for surcharges expenses.
  ? Salaries and related costs of $60,765 and $1,455 for three months ended March
    31, 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.

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 $45,382 and $34,594
    for three months ended March 31, 2022 and 2021 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 $317,212 and
    $164,107 for three months ended March 31, 2022 and 2021 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 $190,518 for three months ended March 31, 2022, as compared to net income of $83,840 for three months ended March 31, 2021. The decrease of net profit mainly derived from the decrease in revenue and increase in administrative expenses.



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Liquidity and Capital Resources

As of March 31, 2022, we had working capital deficit of $1,665,793 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 for operating use. The Company's net loss of $190,518 and net income of $83,840 for three months ended March 31, 2022 and 2021, respectively.

Cash Flow from Operating Activities

For three months ended March 31, 2022, net cash used in operating activities was $285,350, compared to net cash provided by operating activities of $1,323,362 for three months ended March 31, 2021, reflecting a decrease of 1,608,712. The cash used in operating activities was mainly due to the deferred revenue, that caused the Company has a significant decrease of operating activities cash inflow.

Cash Flow from Investing Activities

For three months ended March 31, 2022, and 2021, net cash used in investing activities was $0 and $0, respectively.

Cash Flow from Financing Activities

For three months ended March 31, 2022, net cash provided by financing activities was $210,344, as compared to net cash used in financial activities of $1,617,620, reflecting an increase of $1,827,964. The net cash provided by financing activities for three months ended March 31, 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 March 31, 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.

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.



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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

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