Quarterly Report for Quarter Ending June 30, 2025 (Form 10-Q)

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, 2023 filed with the Securities and Exchange Commission on April 8, 2024 (the "Form 10-K") 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 guaranteed 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 10-K 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 quarterly report on Form 10-Q. The following should also be read in conjunction with the unaudited 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. During the period ended June 30, 2025, the Company's revenues were mainly generated from providing e-commerce trading of goods and products on ZCZX WeChat Application that is subscribed from Weimob (微盟集团, HK02013) ("trading income" since September 2022), providing e-commerce value-added service in LSM WeChat Application which is also subscribed from Weimob (微盟集团, HK02013) ("commission income" since November 2022), and providing service of travel planning to customer ("service income" since March 2024).

"Commission income" is recognized in the following month.

Results of Operation

For the six months ended June 30, 2025 compared with the six months ended June 30, 2024

Revenue

For the three and six months ended June 30, 2025 compared with the three and six months ended June 30, 2024

Revenue

		Three months ended June 30,								Six months ended June 30,
		2025				2024				2025				2024
		(Unaudited)				(Unaudited)				(Unaudited)				(Unaudited)
REVENUES		$				$				$				$
Trading income of e-commerce business			21,241				19,854				39,146				45,693
Commission income of e-commerce business			-				852				-				14,336
Service income of travel planning			-				-				-				4,193
TOTAL REVENUES		$	21,241			$	20,706			$	39,146			$	64,222

For the six months ended June 30, 2025, the Company generated revenue of $39,146, as compared to revenue of $64,222 for the six months ended June 30, 2024, reflecting a decrease of 25,076. Such decrease in revenues was mainly reflected in less commission income that was generated from LSM as its sales order decreased. And we'll focus on the operation of the ZCZX and LSM WeChat applications.

Costs of Revenues

Cost of revenues is comprised of short video produce costs, costs of goods sold and sales commission, salaries and related costs.

	●	Costs of goods sold and sales commission expenses of $16,246 for the three months ended June 30, 2025 which for the e-commerce trading of health and beauty products in ZCZX WeChat application. Costs of goods sold and sales commission expenses of $48,772 for the six months ended June 30, 2025 which for the e-commerce trading of health and beauty products in ZCZX WeChat application. Rental fee and related costs of $24,089 for the three months ended June 30, 2024, which for surcharges expenses. Rental fee and related costs of $60,895 for the six months ended June 30, 2024, which for surcharges expenses.
	●	Salaries and related costs of $2,300 and$0 for the three months ended June 30, 2025 and 2024, respectively, which are the compensation expenses for technical employees responsible for R&D, depreciation of computer, software's and online database expenses related to ZCZX and LSM WeChat applications. Salaries and related costs of $4,568 and $8,437 for the six months ended June 30, 2025 and 2024, respectively, which are the compensation expenses for technical employees responsible for R&D, and depreciation of computer related to our existing Xindian platform, software's and online database expenses related to ZCZX and LSM WeChat applications.

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 $22,189 and $35,426 for the three months ended June 30, 2025 and 2024, respectively, and of $46,251 and $69,826 for the six months ended June 30, 2025 and 2024, 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 $130,298 and $118,197 for the three months ended June 30, 2025 and 2024, respectively, and of $238,016 and $220,023 for the six months ended June 30, 2025 and 2024, respectively, are:

		a.	Compensation expenses for employees in finance, human resources, and other administrative support functions;
		b.	Professional services fees, including audit, consulting.
		c.	Office expenses, including rent and rate, insurance.

Net Loss

The net loss was $133,158 for the three months ended June 30, 2025, as compared to net loss of $157,140 for the three months ended June 30, 2024. The increase of net loss mainly derived from the decrease in the trading income.

The net loss was $263,273 for the six months ended June 30, 2025, as compared to net loss of $251,805 for the six months ended June 30, 2024. The increase of net loss mainly derived from the decrease in the trading income.

Liquidity and Capital Resources

As of June 30, 2025, we had shareholder deficit of $3,951,852 and accumulated deficit of $ 5,587,517. The increase in working capital deficit was mainly reflected in the funds advanced from related parties for operating use. The Company's net loss of $263,273 and $251,805 for the three months ended June 30, 2025 and 2024, respectively.

Cash Flow from Operating Activities

For the six months ended June 30, 2025, net cash used in operating activities was $252,091, compared to net cash used in operating activities of $274,670 for the six months ended June 30, 2024, reflecting a decrease of $22,579. Such decreasing was mainly reflected in significant less accounts payable, other payables and customers advances during the periods ended June 30, 2025.

Cash Flow from Financing Activities

For the six months ended June 30, 2025, net cash provided by financing activities was 257,242,as compared to net cash provided by financing activities of $237,148 for the six months ended June 30,2024, reflecting an increase of $20,094. Such increase was mainly attributable to advances from related parties for operating use during the period ended June 30, 2025.

Credit Facilities

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

Contractual Obligations, Commitments and Contingencies

We currently have two 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, 2025, 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 includes its branch company, named Changsha Branch of Beijing Ezagoo Industrial Development Group Holding Limited (BELCB), and its shareholders. The contractual arrangements between CETL, BEZL and shareholders of BEZL allow us to:

1.	exercise effective control over BEZL and BELCB whereby having the power to direct BEZL and BELCB's activities that most significantly drive the economic results of BEZL and BELCB;
2.	receive substantially all of the economic benefits and residual returns, and absorb substantially all the risks and expected losses from BEZL and BELCB as if it was their sole shareholder; and
3.	have an exclusive option to purchase all of the equity interests in BEZL and BELCB.

Our consolidated financial statements include the financial statements of our company, our subsidiaries and our consolidated VIE for which we are the primary beneficiary. All transactions and balances among our company, our subsidiaries and our consolidated VIE have been eliminated upon consolidation.

A subsidiary is an entity in which we, directly or indirectly, control more than one half of the voting powers; or has the power to appoint or remove the majority of the members of the board of directors; or to cast a majority of votes at the meeting of directors; or has the power to govern the financial and operating policies of the investee under a statute or agreement among the shareholders or equity holders.

A consolidated VIE is an entity in which we, or our subsidiaries, through contractual agreements, bears the risks of, and enjoys the rewards normally associated with ownership of the entity. In determining whether we or our subsidiaries are the primary beneficiary, we considered whether it has the power to direct activities that are significant to the consolidated VIE's economic performance, and also our obligation to absorb losses of the consolidated VIE that could potentially be significant to the consolidated VIE or the right to receive benefits from the consolidated VIE that could potentially be significant to the consolidated VIE. We hold all the variable interests of the consolidated VIE and its subsidiaries, and has been determined to be the primary beneficiary of the consolidated VIE.

In accordance with the contractual agreements among between CETL, BEZL, BELCB and shareholders of BEZL and BELCB allow us to:

1.	exercise effective control over BEZL and BELCB whereby having the power to direct BEZL and BELCB'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 and BELCB as if it was their sole shareholder;
3.	and have an exclusive option to purchase all of the equity interests in BEZL and BELCB.

We believe that the contractual arrangements among CETL, BEZL, BELCB and the shareholders of BEZL are in compliance with PRC law and are legally enforceable. However, uncertainties in the PRC legal system could limit our ability to enforce these contractual arrangements and if the shareholders of our consolidated VIE were to reduce their interest in us, their interests may diverge from ours and that may potentially increase the risk that they would seek to act contrary to the contractual terms.

Our ability to control the consolidated VIE also depends on the voting rights proxy agreement and our company, through CETL, has to vote on all matters requiring shareholder approval in the consolidated VIE. As noted above, we believe this voting rights proxy agreement is legally enforceable but may not be as effective as direct equity ownership.

The Company's mailing address is Rm 205, 2/F, Building 17, Yard 1, Li Ze Road, Feng Tai District, Beijing 100073, China.