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 2015-01-31

 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

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

 For
the fiscal year ended December 31, 2023

 or

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

 For
the transition period from ____________ to ____________

 Commission
File Number 333-228681

 (Exact
name of registrant issuer as specified in its charter)

 Nevada

 30-1077936

 (State
 or other jurisdiction of

 incorporation
 or organization)

 (I.R.S.
 Employer

 Identification
 No.)

 Rm
205, 2/F, Building 17, Yard 1, Li Ze Road, Feng Tai District, Beijing 100073, China

 (Address
of principal executive offices, including zip code)

 Registrant's
phone number, including area code

 (+86)
 139 751 09168

 Securities
registered pursuant to Section 12(b) of the Act: None

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

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

 Yes
 No

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

 Yes
 No

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

 Yes
 No

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

 Yes
 No

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company"
in Rule 12b-2 of the Exchange Act.

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
 filer

 Smaller
 reporting company

 Emerging
 growth company

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 Yes
 No

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

 APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

 PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:

by check mark whether the registrant has fled all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

 Yes
 No

 APPLICABLE
ONLY TO CORPORATE ISSUERS:

 The
aggregate market value of the voting stock and non-voting common equity held by non-affiliates of the registrant as of April 5, 2024,
was approximately $ 21.7 million.

the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

 Class

 Outstanding
 at April 5, 2024

 Common
 Stock, $.0001 par value

Limited

 FORM

 For
the Fiscal Year Ended December 31, 2023

 Page
 #

 PART
 I

 Item
 1.

 Business

 Item
 1A.

 Risk
 Factors

 Item
 1B.

 Unresolved
 Staff Comments

 Item
 2.

 Properties

 Item
 3.

 Legal
 Proceedings

 Item
 4.

 Mine
 Safety Disclosures

 PART
 II

 Item
 5.

 Market
 for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item
 6.

 Selected
 Financial Data

 Item
 7.

 Management's
 Discussion and Analysis of Financial Condition and Results of Operations

 Item
 7A.

 Quantitative
 and Qualitative Disclosures About Market Risk

 Item
 8.

 Financial
 Statements and Supplementary Data

 Item
 9.

 in and Disagreements with Accountants on Accounting and Financial Disclosures

 Item
 9A.

 Controls
 and Procedure

 Item
 9B.

 Other
 Information

 PART
 III

 Item
 10.

 Directors,
 Executive Officers and Corporate Governance

 Item
 11.

 Executive

 Item
 12.

 Security
 Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item
 13.

 Certain
 Relationships and Related Transactions, and Director Independence

 Item
 14.

 Principal
 Accounting Fees and Services

 PART
 IV

 Item
 15.

 Exhibits,
 Financial Statement Schedules

 SIGNATURES

 CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS

 This
Annual Report on Form 10-K contains forward-looking statements. These forward-looking statements are not historical facts but rather
are based on current expectations, estimates and projections. We may use words such as "anticipate," "expect,"
"intend," "plan," "believe," "foresee," "estimate" and variations of these
words and similar expressions to identify forward-looking statements. These statements are not guarantees of future performance and are
subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause
actual results to differ materially from those expressed or forecasted. These risks and uncertainties include the following:

 The
 availability and adequacy of our cash flow to meet our requirements;

 Economic,
 competitive, demographic, business and other conditions in our local and regional markets;

 or developments in laws, regulations or taxes in our industry;

 Actions
 taken or omitted to be taken by third parties including our suppliers and competitors, as well as legislative, regulatory, judicial
 and other governmental authorities;

 Competition
 in our industry;

 The
 loss of or failure to obtain any license or permit necessary or desirable in the operation of our business;

 in our business strategy, capital improvements or development plans;

 The
 availability of additional capital to support capital improvements and development; and

 Other
 risks identified in this report and in our other filings with the Securities and Exchange Commission or the SEC.

 This
report should be read completely and with the understanding that actual future results may be materially different from what we expect.
The forward looking statements included in this report are made as of the date of this report and should be evaluated with consideration
of any changes occurring after the date of this Report. We will not update forward-looking statements even though our situation may change
in the future and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events
or otherwise.

 Use
of Defined Terms

 Except
as otherwise indicated by the context, references in this Report to:

 The
 "Company," "we," "us," or "our," "Ezagoo" are references to Ezagoo Limited,
 a Nevada corporation.

 "Common
 Stock" refers to the common stock, par value $.0001, of the Company;

 "U.S.
 dollar," "$" and "US$" refer to the legal currency of the United States;

 "Securities
 Act" refers to the Securities Act of 1933, as amended; and

 "Exchange
 Act" refers to the Securities Exchange Act of 1934, as amended.

 PART
I

 ITEM
1. BUSINESS

 Business
Overview

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

 Beijing
Ezagoo Zhicheng Internet Technology Limited ("BEZL") is the Company through which we operate, and which generates revenue
from providing advertising services on Xindian application platform, that is developed and operates by the Company ("advertisement
income") since January 2022 to April 2023, providing e-commerce trading of goods and products on ZCZX WeChat Application that is
subscribed from Weimob (, HK02013) ("trading income") since September 2022, and providing
e-commerce value-added service in LSM WeChat Application which is also subscribed from Weimob (, HK02013)
("commission income" since November 2022 (however, the Company only generated the commission income till March 2023 now,
as the Customer is updating they're products line since April 2023 and they plan to launch their new products on January 2024).

 The
Xindian platform operates within the Chinese digital advertising network through advertisements displayed on the mobile application named
"Xindian" that was launched by the Company on October 2020, it's relying on strong R&D background to build a technology
based on block chain, fusion merchants and user needs in the integration of social short video platform, that provides many functions,
such as self-service advertising, sharing and creating short video, making money in space time, selling goods online and shopping, social
networking. We focus on medical beauty and anti-aging scale that differentiate us from another short video platform. We're planned
to expand our brand to attract more potential users and customers as we met the bottleneck when we transformed the traditional bus advertising
to our Xindian platform since January 1, 2022 (as the Changsha government decided to merger and control all the local bus themselves
that effected on December 28, 2021), and we're aimed to build an innovative service platform for industrial clusters. However,
due to the high-level market competitive (Tiktok, RED etc.), the effect of the Covid-19, and the unsatisfactory operating data's,
the Company decided to shut down the operation of Xindian Application effective from April 2023.

 Under
the repeated impact of the three years COVID-19 epidemic, the global health awareness is increasing, and consumers are paying more and
more attention to whether the daily diet is healthy. According to the 2022 National Health Insight report released by Doctor Dingxiang,
half of Chinese people say their eating habits have become healthier since the pandemic. With the improvement of Chinese residents'
living standards, health has become the consensus of more and more people.

 According
to the recent released <China Nutrition and Health Food Industry Blue Book " "
(hereinafter as the "Blue Book")> on February 6, 2024 by the China Insights Consultancy and the Social Media, Beijing
Dama Technology Ltd.: China's domestic nutrition and health food market is in a stage of vigorous development, the market size
is huge, and shows a trend of continuous growth. This growth is mainly due to two major factors: first, under the background of an aging
population, consumers' demand for nutritious and healthy food continues to increase; second, consumers' health awareness
has increased, and people are paying more and more attention to the health and nutrition of diet. The blue book shows that the consumption
trend of the nutrition and health food market is gradually developing in the direction of younger people, daily maintenance, and diversified
demand segmentation.

 Health
food is a kind of food, with general food common, its raw materials are mainly from natural animals and plants, through advanced production
technology, it contains a wealth of effective ingredients to play the role to the maximum, so as to regulate human function, mainly including
high-quality agricultural products, health food, etc. There are three main categories of healthy foods, namely cereals, dried fruits
and other healthy foods. Cereals usually refer to unprocessed cereals or foods made from processed whole grains. Cereals usually include
whole grain meal replacements, multigrains, breakfast cereals, etc.

 At
present, China's health food focuses on immune regulation, anti-aging, anti-fatigue and other fields, and the future development
trend is that the product function distribution will gradually be diverged, and the health food industry will become rational. Traditional
Chinese medicine health food, health food for the aged, occupational health food, insect health food, Marine health food, the third-generation
health food and so on are the future development direction of health food in China.

 Marketing
Plan

 We
expect to increase our marketing efforts through our President's personal networks and industry association channels which have
not, at this point in time, been fully identified. Additionally, we intend to bolster our professional reputation and image by showcasing
our knowledge and industry expertise via marketing campaigns through various forms of media. We have undefined plans to initially market
our services through webinars, the creation of a wide variety of white papers, newsletters, books, and other information offerings. Furthermore,
we plan to begin a social media campaign utilizing blogs, twitter, Facebook, Linked In, Weibo, WeChat etc. A targeted campaign is intended
to be made to focus on start-ups and small to mid-size companies in various industries.

 Competition

 We
compete primarily with several different groups of competitors: Online trading companies that operate E-commerce, such as Tik Tok, RED,
TaoBao, JD, Pinduoduo, etc.

 The
E-commerce trading industry our company operates in is extremely competitive and there are limited barriers to entry, thus new competitors
frequently enter the market. We believe that existing and new competitors will continue to improve their services and introduce new services
with competitive pricing and performance characteristics. In periods of reduced demand for our services, we can either choose to maintain
market share by reducing our prices to attract new customers, or maintain prices, which would likely reduce market share. Sales and overall
profitability could be reduced in either case.

 Future
Plans

 In
accordance with the marketing strategy of the Company, we have been further upgraded in the development direction of the project, with
the two Wechat applications, ZCZX and LSM, and three directions, Xin Beauty, Xin Food, Xin Farm, to build a health industry chain. It
is our goal to optimize the efficiency of city services and connect to residents by creating the online healthy e-commerce network in
China. We aim to be a promoter and participator of a 'health beauty' concept. At present, we solely focus on Changsha city,
but in the future, we plan to allocate funds to integrate online platform and new communication technology regionally. And we expect
to reach more than 500 million users on our platform and expand to 300 cities throughout Mainland China in the next three to five years.

 However,
without an appropriate budget and intensive research, plans referring to development, expansion, potential unidentified acquisitions
and concrete timescales cannot be determined at present.

 Government
regulation

 We
are subject to the laws and regulations of the jurisdictions in which we operate, which may include business licensing requirements,
income taxes and payroll taxes. In general, the development and operation of our business is not subject to special regulatory and/or
supervisory requirements.

 Employees

 As
of December 31, 2023, we have 28 employees comprised of our President, Xiaohao Tan and Chief Financial Officer, Yibo Li, all of which
were on a full-time basis. All of our employees are based in the cities of Beijing and Changsha, where our operations are located.

 As
required by PRC regulations, we participate in various government statutory employee benefit plans, including social insurance funds,
namely a pension contribution plan, a medical insurance plan, an unemployment insurance plan, a work-related injury insurance plan, a
maternity insurance plan and a housing provident fund. We are required under PRC law to make contributions to employee benefit plans
at specified percentages of the salaries, bonuses and certain allowances of our employees, up to a maximum amount specified by the local
government from time to time.

 We
believe that we maintain a good working relationship with our employees, and we have not experienced any major labor disputes.

 Available
Information

 Our
Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to reports filed pursuant to
Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are filed with the Securities
and Exchange Commission (the "SEC"). Such reports and other information filed by the Company with the SEC are available free
of charge on our corporate website ( as soon as reasonably practicable after they are electronically filed with
or furnished to the SEC. The SEC maintains an internet site that contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC at www.sec.gov. The foregoing website addresses are provided as inactive textual
references only. We periodically provide other information for investors on our corporate website. This includes press releases and other
information about financial performance and information on corporate governance. The information contained on the websites referenced
in this Form 10-K is not part of this report and is not incorporated by reference into this filing.

 ITEM
1A. RISK FACTORS

 You
should carefully consider the risks described below and elsewhere in this Annual Report, which could materially and adversely affect
our business, results of operations or financial condition. Our business faces significant risks and the risks described below may not
be the only risks we face. Additional risks not presently known to us or that we currently believe are immaterial may materially affect
our business, results of operations, or financial condition. If any of these risks occur, the trading price of our common stock could
be decline and you may lose all or part of your investment.

 COVID-19
Pandemic

 COVID-19
pandemic has had, and may continue to have, an adverse effect on our business and our financial results.

 In
December 2019, a novel strain of coronavirus was discovered in China, which has and is continuing to spread throughout the world. The outbreak of COVID-19 has resulted in quarantines, travel restrictions,
and the temporary closure of stores and business facilities globally. On
January 30, 2020, the World Health Organization declared the outbreak of the COVID-19 disease a "Public Health Emergency of International
Concern." On March 11, 2020, the World Health Organization characterized the outbreak as a "pandemic."

 In 2020, COVID-19 had a material
impact on our business, financial condition, and results of operations. In 2022, the sporadic outbreaks of COVID-19 had material impact
on the industry in China. The government's "zero-COVID" policy required, from time to time, quarantines, rolling lockdowns,
office closures and travel restrictions to control outbreaks in affected local areas. As a result of the COVID control measures, we were
unable to implement some of our business and marketing plans, and our operating results were negatively affected by the sporadic COVID
outbreaks and strict government response measures. In December 2022, the PRC government ended the implementation of the "zero-COVID"
policy and the overall market condition has shown improvement since then. However, COVID-19 could adversely affect our business and results
of operations in the future if any COVID resurgence causes significant disruptions to our operations, logistics and service providers.
We cannot predict the severity and duration of the impact from such resurgence, if any. If any new outbreak of COVID-19 is not effectively
and timely controlled, or if government responses to outbreaks or potential outbreaks are severe or long-lasting, our business operations
and financial condition may be materially and adversely affected as a result of the deteriorating market outlook, the slowdown in regional
and national economic growth, weakened liquidity and financial condition of our customers or other factors that we cannot foresee. Any
of these factors and other factors beyond our control could have an adverse effect on the overall business environment, cause uncertainties
in the regions where we conduct business, and could materially and adversely impact our business, financial condition and results of operations.

The COVID-19 outbreak has resulted in, and a significant outbreak of other infectious diseases could result in, a widespread health
crisis that could materially and adversely affect the economies and financial markets worldwide, and the operations and financial
position of any potential target business with which we consummate a business combination could be materially and adversely
affected. The extent to which COVID-19 impacts our search for business combinations will depend on future developments, which are
highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the
actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other matters of global
concern continue for an extensive period of time, our ability to consummate a business combination, or the operations of a target
business with which we ultimately consummate a business combination, may be materially adversely affected.

 In
addition, our ability to consummate a business combination may be dependent on the ability to raise equity and debt financing which may
be impacted by COVID-19 and other events, including as a result of increased market volatility, decreased market liquidity and third-party
financing being unavailable on terms acceptable to us or at all.

 COVID-19
could negatively affect our internal controls over financial reporting as a portion of our workforce is required to work from home and
therefore new processes, procedures, and controls could be required to respond to changes in our business environment. Further, should
any key employees become ill from COVID-19 and unable to work, the attention of the management team and resources could be diverted.

 The
potential effects of COVID-19 could also heighten the risks we face related to each of the risk factors disclosed below. As COVID-19
and its impacts are unprecedented and continuously evolving, the potential impacts to these risk factors remain uncertain. As a result,
COVID-19 may also materially adversely affect our operating and financial results in a manner that is not currently known to us or that
we do not currently consider may present significant risks to our operations.

 Risks
Related to our Business

 We
rely entirely on the operations of Beijing Ezagoo Zhicheng Internet Technology Limited ("BEZL"). Any successes or failures
of BEZL will directly impact our financial condition and may cause your investment to be either positively or negatively impacted.

 At
present, we share the same business plan as, and rely entirely upon, Beijing Ezagoo Zhicheng Internet Technology Limited ("BEZL").
Any successes or failures of BEZL will directly impact our financial condition and may cause your investment to be either positively
or negatively impacted. BEZL is considered a variable interest entity through which we operate exclusively at this time and we have been
deemed to currently be a direct beneficiary of BEZL. As such, in the event that the business of operations of BEZL were to fail, then
our own business would, in turn, fail as well. We would be forced to either drastically alter our business strategy, or we would likely
cease operations entirely, which could result in the whole or partial loss of any investments made in the Company.

 Competition
from both large, established industry participants and new market entrants may negatively affect our current and future results of operations.

 We
face vigorous competition from companies throughout the world and in China specifically, including large multinational advertising companies.
Some established competitors have greater resources and better accessibility than us, therefore they are able to adapt quicker to changes
in customer requirements and reach customers easier from all over the globe. If we are unable to continue to compete effectively, it
could have an adverse impact on our business, results of operations and financial condition.

 If
we do not manage our growth effectively, the quality of our solution or our relationships with our customers may suffer, and our operating
results may be negatively affected.

 We
rely heavily on information technology, or IT, systems to manage critical functions such as advertising & e-commerce campaign management
and operations, data storage and retrieval, revenue recognition, budgeting, forecasting, financial reporting and other administrative
functions. To manage our growth effectively, we must continue to improve and expand our infrastructure, including our IT, financial and
administrative systems and controls. We must also continue to manage our employees, operations, finances, research and development and
capital investments efficiently. Our productivity and the quality of our solution may be adversely affected if we do not integrate and
train our new employees, particularly our sales and account management personnel, quickly and effectively and if we fail to appropriately
coordinate across our executive, engineering, finance, human resources, legal, marketing, sales, operations and customer support teams.
If we continue our rapid growth, we will incur additional expenses, and our growth may continue to place a strain on our resources, infrastructure
and ability to maintain the quality of our solution. If we do not adapt to meet these evolving growth challenges, and if the current
and future members of our management team do not effectively scale with our growth, the quality of our solution may suffer and our corporate
culture may be harmed. Failure to manage our future growth effectively could cause our business to suffer, which, in turn, could have
an adverse impact on our financial condition and results of operations.

 We
may require additional capital to support growth, and such capital might not be available on terms acceptable to us, if at all. This
could hamper our growth and adversely affect our business.

 We
intend to continue to make investments to support our business growth and may require additional funds, beyond those generated by this
offering, to respond to business challenges, including the need to develop new features or enhance our platform, improve our operating
infrastructure or acquire complementary businesses and technologies. Accordingly, we may need to engage in public or private equity,
equity-linked or debt financings to secure additional funds. If we raise additional funds through future issuances of equity or convertible
debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights,
preferences and privileges superior to those of holders of our common stock. Any debt financing that we secure in the future could involve
restrictive covenants relating to our capital raising activities and other financial and operational matters, including the ability to
pay dividends. This may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential
acquisitions. We may not be able to obtain additional financing on terms favorable to us, if at all. If we are unable to obtain adequate
financing on terms satisfactory to us when we require it, our ability to continue to support our business growth and respond to business
challenges could be significantly impaired, and our business could be adversely affected.

 We
may not be able to compete successfully against current and future competitors because competition in our industry is intense, and our
competitors may offer solutions that are perceived by our customers to be more attractive than ours. These factors could result in declining
revenue, or inability to grow our business.

 Competition
for our advertisers' advertising budgets is intense. We also expect competition to increase as the barriers to enter our market
are low. Increased competition may force us to charge less for our solution, or offer pricing models that are less attractive to us and
decrease our margins. Our principal competitors include companies that offer demand-side platforms that allow advertisers to purchase
inventory directly from advertising exchanges or other third parties and manage their own consumer data, traditional advertising networks
and advertising agencies themselves.

 We
also rely predominately on advertising agencies to purchase our solution on behalf of advertisers, and certain of those agencies or agency
holding companies are creating competitive solutions, referred to as agency trading desks. If these agency trading desks are successful
in leveraging their relationships with the advertisers we may be unable to compete even if our solution is more effective. Many agencies
that we work with are also owned by large agency holding companies. For various reasons related to the agencies' own priorities
or those of their holding companies, they may not recommend our solution, even though it may be more effective, and we may not have the
opportunity to demonstrate our value to advertisers.

 Many
current and potential competitors have competitive advantages relative to us, such as longer operating histories, greater name recognition,
larger client bases, greater access to advertising inventory on premium websites and significantly greater financial, technical, sales
and marketing resources. Increased competition may result in reduced pricing for our solution, longer sales cycles or a decrease of our
market share, any of which could negatively affect our revenue and future operating results and our ability to grow our business.

 We
have been dependent on short video and digital display advertising. A decrease in the use of display advertising, or our inability to
further penetrate display, mobile, social and video advertising channels would harm our business, growth prospects, operating results
and financial condition.

 Historically,
our customers have predominantly used our solution for short video display advertising, and the substantial majority of our revenue is
derived from advertisers, that use our solution for short video display advertising. We expect that digital display advertising will
continue to be a significant channel used by our customers. Recently, the overall demand for our display advertising growth has been
decline. In addition, our failure to achieve market acceptance of our solution for mobile, social and video advertising would harm our
growth prospects, financial condition and results of operations.

 We
have historically relied, and expect to continue to rely, on our existing customers for a significant portion of our revenue. The loss
of any of existing customers could significantly harm our business, financial condition and results of operations.

 We
expect that we will continue to depend upon our existing customers for a significant portion of our revenue for the foreseeable future.
As a result, if we fail to successfully attract or retain new or existing customers or if existing customers run fewer advertisement
and e-commerce order campaigns with us, defer or cancel their insertion orders, or terminate their relationship with us altogether, whether
through the actions of their agency representatives or otherwise, our business, financial condition and results of operations would be
harmed.

 Our
sales and marketing efforts require significant investment, which may not yield returns in the foreseeable future, if at all.

 We
have invested significant resources in our research and development, sales and marketing teams to educate potential and prospective advertisers
about the value of our solution. We often spend substantial time and resources explaining how our solution can optimize advertising campaigns
in real time, and responding to requests for proposals from potential advertisers, including developing material specific to the needs
of such potential advertisers. Our business depends in part upon advertisers' confidence that represent those advertisers, that
our use of real-time advertising exchanges to purchase inventory is superior to other methods of purchasing digital display advertising.
We may not be successful in attracting new advertisers despite our investment in our business development, sales and marketing organizations.

 If
we do not effectively grow and train our sales team, we may be unable to add new customers or increase sales to our existing customers,
and our business would be adversely affected.

 We
continue to be substantially dependent on our sales team to obtain new customers and to drive sales from our existing customers. We believe
that there is significant competition for sales personnel with the skills and technical knowledge that we require. Our ability to achieve
significant revenue growth will depend, in large part, on our success in recruiting, training, integrating and retaining sufficient numbers
of sales personnel to support our growth. Our current sales team is mainly trained and experienced in selling to advertising and e-commerce.
If more of our business shifts to direct relationships with brand advertisers, we may not have an adequately trained sales team to support
that shift and to sell products effectively to those advertisers. New hires require significant training and it may take significant
time before they achieve full productivity. Our recent hires and planned hires may not become productive as quickly as we expect, and
we may be unable to hire or retain sufficient numbers of qualified individuals in the markets where we do business or plan to do business.
In addition, as we continue to grow rapidly, a large percentage of our sales team will be new to the Company and our solution. If we
are unable to hire and train sufficient numbers of effective sales personnel, or the sales personnel are not successful in obtaining
new customers or increasing sales to our existing customer base, our business would be adversely affected.

 Risks
Related to Doing Business in China

 Certain
judgments obtained against us by our officers and directors may not be enforceable

 We
are a Nevada corporation but most of our assets are and will be located outside of the United States. Almost all our operations are conducted
in the PRC. In addition, all our officers and directors are the nationals and residents of a country other than the United States. Almost
all of their assets are located outside the United States. As a result, it may be difficult for you to effect service of process within
the United States upon them. It may also be difficult for you to enforce in U.S. courts judgments on the civil liability provisions of
the U.S. federal securities laws against us and our officers and directors, since he or she is not a resident in the United States. In
addition, there is uncertainty as to whether the courts of the PRC or other jurisdictions would recognize or enforce judgments of U.S.
courts.

 Regulations
Relating to M&A Rules and certain other PRC regulations establish complex procedures for some acquisitions of Chinese companies by
foreign investors, which could make it more difficult for us to pursue growth through acquisitions in China.

 On
August 8, 2006, six PRC regulatory agencies, including the China Securities Regulatory Commission, or the CSRC, adopted the Regulations
on Mergers of Domestic Enterprises by Foreign Investors, or the M&A Rules, which became effective on September 8, 2006 and was amended
on June 22, 2009. Foreign investors shall comply with the M&A Rules when they purchase equity interests of a domestic company or
subscribe the increased capital of a domestic company, thus changing the nature of the domestic company into a foreign-invested enterprise;
or when the foreign investors establish a foreign-invested enterprise in the PRC, purchase the assets of a domestic company and operate
the assets; or when the foreign investors purchase the asset of a domestic company, establish a foreign-invested enterprise by injecting
such assets and operate the assets. The M&A Rules purport, among other things, to require offshore special purpose vehicles formed
for overseas listing purposes through acquisitions of PRC domestic companies and controlled by PRC companies or individuals, to obtain
the approval of the CSRC prior to publicly listing their securities on an overseas stock exchange.

 The
M&A Rules discussed in the risk factor and related regulations and rules concerning mergers and acquisitions established additional
procedures and requirements that could make merger and acquisition activities by foreign investors more time-consuming and complex. For
example, the M&A Rules require that MOFCOM be notified in advance of any change-of-control transaction in which a foreign investor
takes control of a PRC domestic enterprise, if (i) any important industry is concerned, (ii) such transaction involves factors that have
or may have impact on the national economic security, or (iii) such transaction will lead to a change in control of a domestic enterprise
which holds a famous trademark or PRC time-honored brand, (iv) or in circumstances where overseas companies established or controlled
by PRC enterprises or residents acquire affiliated domestic companies. Mergers, acquisitions or contractual arrangements that allow one
market player to take control of or to exert decisive impact on another market player must also be notified in advance to the MOFCOM
when the threshold under the Provisions on Thresholds for Prior Notification of Concentrations of Undertakings issued by the State Council
in August 2008 is triggered.

 In
addition, the security review rules issued by the MOFCOM that became effective in September 2011 specify that mergers and acquisitions
by foreign investors that raise "national defense and security" concerns and mergers and acquisitions through which foreign
investors may acquire de facto control over domestic enterprises that raise "national security" concerns are subject to strict
review by the MOFCOM, and the rules prohibit any activities attempting to bypass a security review, including by structuring the transaction
through a proxy or contractual control arrangement. Furthermore, according to the security review, foreign investments that would result
in acquiring the actual control of assets in certain key sectors, such as critical agricultural products, energy and resources, equipment
manufacturing, infrastructure, transport, cultural products and services, information technology, Internet products and services, financial
services and technology sectors, are required to obtain approval from designated governmental authorities in advance.

 In
the future, we may grow our business by acquiring complementary businesses. Complying with the requirements of the above-mentioned regulations
and other relevant rules to complete such transactions, if required, could be time-consuming, and any required approval processes, including
obtaining approval from the MOFCOM or its local counterparts may delay or inhibit our ability to complete such transactions. It is unclear
whether our business would be deemed to be in an industry that raises "national defense and security" or "national
security" concerns. However, the MOFCOM or other government agencies may publish explanations in the future determining that our
business is in an industry subject to the security review, in which case our future acquisitions in the PRC, including those by way of
entering into contractual control arrangements with target entities, may be closely scrutinized or prohibited. Our ability to expand
our business or maintain or expand our market share through future acquisitions would as such be materially and adversely affected. Furthermore,
according to the M&A Rules, if a PRC entity or individual plans to merge or acquire its related PRC entity through an overseas company
legitimately incorporated or controlled by such entity or individual, such a merger and acquisition will be subject to examination and
approval by the MOFCOM. There is a possibility that the PRC regulators may promulgate new rules or explanations requiring that we obtain
the approval of the MOFCOM or other PRC governmental authorities for our completed or ongoing mergers and acquisitions. There is no assurance
that, if we plan to make an acquisition, we can obtain such approval from the MOFCOM or any other relevant PRC governmental authorities
for our mergers and acquisitions, and if we fail to obtain those approvals, we may be required to suspend our acquisition and be subject
to penalties. Any uncertainties regarding such approval requirements could have a material adverse effect on our business, results of
operations and corporate structure.

 China's
political climate and economic conditions, as well as changes in government policies, laws and regulations which may be quick with little
advance notice, could have a material adverse effect on our business, financial condition and results of operations.

 Our
business, financial condition, results of operations and prospects are subject, to a significant extent, to economic, political and legal
developments in China. For example, as a result of recent proposed changes in the cybersecurity regulations in China that would require
certain Chinese technology firms to undergo a cybersecurity review before being allowed to list on foreign exchanges, this may have the
effect of further narrowing the list of potential businesses in China's consumer, technology and mobility sectors that we intend
to focus on for our business combination or the ability of the combined entity to list in the United States.

 China's
economy differs from the economies of most developed countries in many respects, including the amount of government involvement, level
of development, growth rate, control of foreign exchange and allocation of resources. While the PRC economy has experienced significant
growth in the past two to three decades, growth has been uneven, both geographically and among various sectors of the economy. Demand
for target services and products depends, in large part, on economic conditions in China. Any slowdown in China's economic growth
may cause our potential customers to delay or cancel their plans to purchase our services and products, which in turn could reduce our
net revenues.

 Although
China's economy has been transitioning from a planned economy to a more market-oriented economy since the late 1970s, the PRC government
continues to play a significant role in regulating industry development by imposing industrial policies. The PRC government also exercises
significant control over China's economic growth through allocating resources, controlling the incurrence and payment of foreign
currency-denominated obligations, setting monetary policy and providing preferential treatment to particular industries or companies.
Changes in any of these policies, laws and regulations may be quick with little advance notice and could adversely affect the economy
in China and could have a material adverse effect on our business and the value of our common stock.

 The
PRC government has implemented various measures to encourage foreign investment and sustainable economic growth and to guide the allocation
of financial and other resources. However, we cannot assure you that the PRC government will not repeal or alter these measures or introduce
new measures that will have a negative effect on us, or more specifically, we cannot assure you that the PRC government will not initiate
possible governmental actions or scrutiny to us, which could substantially affect our operation and the value of our common stock may
depreciate quickly. China's social and political conditions may change and become unstable. Any sudden changes to China's
political system or the occurrence of widespread social unrest could have a material adverse effect on our business and results of operations.

 Uncertainties
with respect to the PRC legal system could adversely affect us, including risks and uncertainties regarding the enforcement of laws and
that rules and regulations in China can change quickly with little advance notice.

 We
conduct substantially all of our business through our subsidiaries in China. Our operations in China are governed by PRC laws and regulations.
Our PRC subsidiaries are generally subject to laws and regulations applicable to foreign investments in China and, in particular, laws
and regulations applicable to wholly foreign-owned enterprises. The PRC legal system is based on statutes. Prior court decisions may
be cited for reference but have limited precedential value.

 Since
1979, PRC legislation and regulations have significantly enhanced the protections afforded to various forms of foreign investments in
China. However, China has not developed a fully integrated legal system and recently enacted laws and regulations may not sufficiently
cover all aspects of economic activities in China. In particular, the interpretation and enforcement of these laws and regulations involve
uncertainties. Since PRC administrative and court authorities have significant discretion in interpreting and implementing statutory
provisions and contractual terms, it may be difficult to evaluate the outcome of administrative and court proceedings and the level of
legal protection we enjoy. These uncertainties may affect our judgment on the relevance of legal requirements and our ability to enforce
our contractual rights or tort claims. In addition, these regulatory uncertainties may be exploited through unmerited or frivolous legal
actions or threats in attempts to extract payments or benefits from us.

 In
addition, the PRC legal system is based in part on government policies and internal rules (some of which are not published on a timely
basis or at all) that may change quickly with little advance notice or have a retroactive effect. As a result, we may not be aware of
our violation of these policies and rules until sometime after the violation. On July 6, 2021, the General Office of the Communist Party
of China Central Committee and the General Office of the State Council jointly issued a document to enhance its enforcement against illegal
activities in the securities markets and promote the high-quality development of capital markets, which, among other things, requires
the relevant governmental authorities to strengthen cross-border oversight of law-enforcement and judicial cooperation, to enhance supervision
over Chinese companies listed overseas, and to establish and improve the system of extraterritorial application of the Chinese securities
laws. Since this document is relatively new, uncertainties exist in relation to how soon legislative or administrative regulation-making
bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or
promulgated, if any, and the potential impact such modified or new laws and regulations will have on companies like us. It is especially
difficult for us to accurately predict the potential impact on us of new legal requirements in mainland China because the Chinese legal
system is a civil law system based on written statutes. Unlike the common law system, prior court decisions under the civil law system
may be cited for reference but have limited precedential value.

 Such
uncertainties, including any inability to enforce our contracts, together with any development or interpretation of PRC law that is adverse
to us, could materially and adversely affect our business and operations. Furthermore, intellectual property rights and confidentiality
protections in China may not be as effective as in the United States or other more developed countries. We cannot predict the effect
of future developments in the PRC legal system, including the promulgation of new laws, changes to existing laws or the interpretation
or enforcement thereof, or the preemption of local regulations by national laws. These uncertainties could limit the legal protections
available to us and our investors.

 The
Chinese government may intervene or influence the operation of our PRC subsidiaries and exercise significant oversight and discretion
over the conduct of their business and may intervene in or influence their operations at any time, or may exert more control over securities
offerings conducted overseas and/or foreign investment in China-based issuers, which could result in a material change in operations
of our PRC subsidiaries and/or the value of our common stock.

 The
Chinese government has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through
regulation and state ownership. Our ability to operate in China may be harmed by changes in its laws and regulations, including those
relating to securities regulation, data protection, cybersecurity and mergers and acquisitions and other matters. The central or local
governments of these jurisdictions may impose new, stricter regulations or interpretations of existing regulations that would require
additional expenditures and efforts on our part to ensure our compliance with such regulations or interpretations.

 Government
actions in the future could significantly affect economic conditions in China or particular regions thereof, and could require us to
materially change our operating activities or divest ourselves of any interests we hold in Chinese assets. Our business may be subject
to various government and regulatory interference in the areas in which we operate. We may incur increased costs necessary to comply
with existing and newly adopted laws and regulations or penalties for any failure to comply. Our operations could be adversely affected,
directly or indirectly, by existing or future laws and regulations relating to our business or industry.

 Given
recent statements by the Chinese government indicating an intent to exert more oversight and control over offerings that are conducted
overseas and/or foreign investment in China-based issuers, any such action could significantly limit or completely hinder our ability
to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or become worthless.

 Recently,
the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued
the Opinions on Severely Cracking Down on Illegal Securities Activities According to Law, or the Opinions, which was made available to
the public on July 6, 2021. The Opinions emphasized the need to strengthen the administration over illegal securities activities, and
the need to strengthen the supervision over overseas listings by Chinese companies. Effective measures, such as promoting the construction
of relevant regulatory systems, will be taken to deal with the risks and incidents of China-based overseas listed companies. As of the
date of this report, we have not received any inquiry, notice, warning, or sanctions from PRC government authorities in connection with
the Opinions.

 On
June 10, 2021, the Standing Committee of the National People's Congress of China, or the SCNPC, promulgated the Data Security Law,
which took effect in September 2021. The PRC Data Security Law imposes data security and privacy obligations on entities and individuals
carrying out data activities, and introduces a data classification and hierarchical protection system based on the importance of data
in economic and social development, and the degree of harm it will cause to national security, public interests, or legitimate rights
and interests of individuals or organizations when such data is tampered with, destroyed, leaked, illegally acquired or used. The PRC
Data Security Law also provides for a national security review procedure for data activities that may affect national security and imposes
export restrictions on certain data an information. The law provides for privacy obligations of entities and individuals carrying out
data activities, prohibits entities and individuals in China from providing any foreign judicial or law enforcement authority with any
data stored in China without approval from the competent PRC authority, and sets forth the legal liabilities of entities and individuals
found to be in violation of their data protection obligations, including rectification order, warning, fines of up to RMB10 million,
suspension of relevant business, and revocation of business permits or licenses.

 In
early July 2021, regulatory authorities in China launched cybersecurity investigations with regard to several China-based companies that
are listed in the United States. The Chinese cybersecurity regulator announced on July 2 that it had begun an investigation of Didi Global
Inc. (NYSE: DIDI) and two days later ordered that the company's app be removed from smartphone app stores. On July 5, 2021, the
Chinese cybersecurity regulator launched the same investigation on two other Internet platforms, China's Full Truck Alliance of
Full Truck Alliance Co. Ltd. (NYSE: YMM) and Boss of KANZHUN LIMITED (Nasdaq: BZ). On July 24, 2021, the General Office of the Communist
Party of China Central Committee and the General Office of the State Council jointly released the Guidelines for Further Easing the Burden
of Excessive Homework and Off-campus Tutoring for Students at the Stage of Compulsory Education, pursuant to which foreign investment
in such firms via mergers and acquisitions, franchise development, and variable interest entities are banned from that sector.

 On
July 10, 2021, the CAC released the Cybersecurity Review Measures (Revised Draft for Solicitation of Comments), or the Revised Cybersecurity
Measures, pursuant to which operator holding more than one million users/users' (which is to be further specified) individual information
shall be subject to cybersecurity review before listing abroad. The cybersecurity review will evaluate, among others, the risk of critical
information infrastructure, core data, important data, or a large amount of personal information being influenced, controlled or maliciously
used by foreign governments after going public overseas. The procurement of network products and services, data processing activities
and overseas listing should also be subject to cybersecurity review if they concern or potentially pose risks to national security. According
to the effective Cybersecurity Review Measures, online platform/website operators of certain industries may be identified as critical
information infrastructure operators by the CAC, once they meet standard as stated in the National Cybersecurity Inspection Operation
Guide, and such operators may be subject to cybersecurity review. The scope of business operations and financing activities that are
subject to the Revised Cybersecurity Measures and the implementation thereof is not yet clear. As of the date of this report, we have
not been informed by any PRC governmental authority of any requirement that we file for approval in connection with an offering of our
common stock.

 On
August 17, 2021, the State Council promulgated the Regulations on the Protection of the Security of Critical Information Infrastructure,
or the Regulations, which took effect on September 1, 2021. The Regulations supplement and specify the provisions on the security of
critical information infrastructure as stated in the Cybersecurity Review Measures. The Regulations provide, among others, that protection
department of certain industry or sector shall notify the operator of the critical information infrastructure in time after the identification
of certain critical information infrastructure.

 On
August 20, 2021, the SCNPC adopted the Personal Information Security Law, which took effect on November 1, 2021. The Personal Information
Protection Law includes the basic rules for personal information processing, the rules for cross-border provision of personal information,
the rights of individuals in personal information processing activities, the obligations of personal information processors, and the
legal responsibilities for illegal collection, processing, and use of personal information. As the first systematic and comprehensive
law specifically for the protection of personal information in the PRC, the Personal Information Protection Law provides, among others,
that (i) an individual's consent shall be obtained to use sensitive personal information, such as biometric characteristics and
individual location tracking, (ii) personal information operators using sensitive personal information shall notify individuals of the
necessity of such use and impact on the individual's rights, and (iii) where personal information operators reject an individual's
request to exercise his or her rights, the individual may file a lawsuit with a People's Court.

 On
December 28, 2021, the CAC, NDRC, and other regulatory agencies jointly issued the final version of the Revised Cybersecurity Review
Measures, or the Measures, which took effect and replace the previously issued Revised Measures for Cybersecurity Review on February
15, 2022. Under the Revised Review Measures, an "online platform operator" in possession of personal data of more than one
million users must apply for a cybersecurity review if it intends to list its securities on a foreign stock exchange. The operators of
critical information infrastructure purchasing network products and services, and the online platform operators (together with the operators
of critical information infrastructure, the "Operators") carrying out data processing activities that affect or may affect
national security, shall conduct a cybersecurity review, and any online platform operator who controls more than one million users'
personal information must go through a cybersecurity review by the cybersecurity review office if it seeks to be listed in a foreign
country.

 With
regard to the current effective data security management regulations, we don't believe that we are required to conduct data security
review for listing overseas. However, according to the Regulations on Network Data Security Management (Draft for Comment), as an overseas
listed company, we will be required to conduct an annual data security review and to comply with the relevant reporting obligations.
We have been closely monitoring the development in the regulatory landscape in China, particularly regarding the requirement of approvals,
including on a retrospective basis, from the CSRC, the CAC or other PRC authorities with respect to this offering, as well as regarding
any annual data security review or other procedures that may be imposed on us. If any approval, review or other procedure is in fact
required, we cannot assure you that we will be able to obtain such approval or complete such review or other procedure timely or at all.
For any approval that we may be able to obtain, it could nevertheless be revoked and the terms of its issuance may impose restrictions
on our operations and offerings relating to our securities. The regulatory requirements with respect to cybersecurity and data privacy
are constantly evolving and can be subject to varying interpretations, and significant changes, resulting in uncertainties about the
scope of our responsibilities in that regard. Failure to comply with the cybersecurity and data privacy requirements in a timely manner,
or at all, may subject us to government enforcement actions and investigations, fines, penalties, suspension or disruption of our operations,
among other things.

 Given
that the above referenced laws, regulations and policies were recently promulgated or publicly released, their interpretation, application
and enforcement are subject to substantial uncertainties.

 Recent
regulatory developments in China, including greater oversight and control by the CAC over data security, may subject us to additional
regulatory review and any actions by the Chinese government to exert more oversight and control over foreign investment in China-based
issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the
value of such securities to significantly decline or be worthless.

 Recent
statements by the Chinese government have indicated an intent to exert more oversight and control over offerings that are conducted overseas
and/or foreign investments in China based issuers. The PRC government recently initiated a series of regulatory actions and statements
to regulate business operations in China with little advance notice, among other things, including adopting new measures to extend the
scope of cybersecurity reviews, cracking down on illegal activities in the securities market, and expanding the efforts in anti-monopoly
enforcement. The PRC government is increasingly focused on data security, recently launching cybersecurity review against a number of
mobile apps operated by several U.S.-listed Chinese companies and prohibiting these apps from registering new users during the review
period. We are subject to various risks and costs related to the collection, use, sharing, retention, security, and transfer of confidential
and private information, such as personal information and other data. Such covered data is wide ranging and relates to our investors,
employees, contractors and other third parties. The relevant PRC laws apply not only to third-party transactions, but also to transfers
of information between Ezagoo Nevada, offshore subsidiaries, our PRC subsidiaries, and other parties with which we have commercial relations.

 The
PRC regulatory and enforcement regime with regard to privacy and data security is evolving. The PRC Cybersecurity Law, which was promulgated
on November 7, 2016 and became effective on June 1, 2017, provides that personal information and important data collected and generated
by operators of critical information infrastructure in the course of their operations in the PRC should be stored in the PRC, and the
law imposes heightened regulation and additional security obligations on operators of critical information infrastructure.

 On
November 14, 2021, the CAC published the Regulations of Internet Data Security Management (Draft for Comments), which further regulate
the internet data processing activities and emphasize the supervision and management of network data security, and further stipulate
the obligations of internet platform operators, such as to establish a system for disclosure of platform rules, privacy policies and
algorithmic strategies related to data. Specifically, the draft regulations require data processors to, among others, (i) adopt immediate
remediation measures when finding that network products and services they use or provide have security defects and vulnerabilities, or
threaten national security or endanger public interest, and (ii) follow a series of detailed requirements with respect to processing
of personal information, management of important data and proposed overseas transfer of data. In addition, the draft regulations require
data processors handling important data or the data processors to be listed overseas to complete an annual data security assessment and
file a data security assessment report to applicable regulators. Such annual assessment, as required by the draft regulations, would
encompass areas including, but not limited to, the status of important data processing, data security risks identified and the measures
adopted, the effectiveness of data protection measures, the implementation of national data security laws and regulations, data security
incidents that occurred and their handling, and a security assessment with respect to sharing and provision of important data overseas.
As of the date of this report, the draft regulations have been released for public comment only and have not been formally adopted. The
final provisions and the timeline for its adoption are subject to changes and uncertainties.

 We
currently operate three online platform, one is primarily engaged in provide advertisements service in our Xindian platform to our customers
in China, the other two are engaged in provide e-commerce service in our ZCZX and LSM WeChat application to sell health and beauty products
in China, where our customers can register as members first, and then purchase advertisements promotion plan, and health and beauty products.
Our online platform collects customer information and data. Since our online platform has only been in operation for about a year, we
are in the process of studying the newly issued rules and regulations governing cybersecurity and data protection and the industry best
practice, as well as assessing the extent to which our information and data system is not in full compliance with the various requirements
under the newly proposed regulations. Based on the preliminary assessment, our management has determined that we are not in full compliance
with those new proposed rules. For example, we have not consistently informed users of the purpose, method and scope of personal information
and data collections and uses. We also have not fully implemented the measures designed by us to provide additional security to personal
information obtained and stored by us through our online platform. As of the date of this report, the proposed rules have not been adopted
and thus we are not subject to those requirements in the proposed rules.

 We
are committed to taking the necessary actions to satisfy the effective personal information protection and internet data security regulatory
requirements. We have designed a user information protection mechanism, which includes seven detailed personal information and data security
protection measures. We have implemented some of those measures while is in the process of completing the execution of others. We intend
to fully comply with the following requirements should the final rules are issued in the same form as proposed: (a) enter into user information
collection, storage and use rules and privacy agreements with all users, (b) fully inform users of the purpose, method and scope of personal
information and data collection, (c) provide channels for inquiring stored personal information and correcting inaccuracies in information
and data, and (d) remediate for violations of personal information and data security protection policies and guidelines, among other
things.

 On
December 28, 2021, the CAC, NDRC, and several other agencies jointly issued the Cybersecurity Review Measures, or the Measures, which
took effect on February 15, 2022 and replaced Revised Measures for Cybersecurity Review previously issued in July 2021. Under the Measures,
an "online platform operator" in possession of personal data of more than one million users must apply for a cybersecurity
review if it intends to list its securities on a foreign stock exchange. The operators of critical information infrastructure purchasing
network products and services, and the online platform operators (together with the operators of critical information infrastructure,
the "Operators") carrying out data processing activities that affect or may affect national security, shall conduct a cybersecurity
review, and any online platform operator who controls more than one million users' personal information must go through a cybersecurity
review by the cybersecurity review office if it seeks to be listed in a foreign country. Pursuant to the Measures, we don't believe
we will be subject to the cybersecurity review by the CAC, given that (i) we possess personal information of a relatively small number
of users (approximately 10,840 users) in our business operations as of the date of this report, significantly less than the one million
user threshold set for a data processing operator applying for listing on a foreign exchange that is required to pass such cybersecurity
review; and (ii) data processed in our business does not have a bearing on national security and thus shall not be classified as core
or important data by the authorities. We don't believe that we are an Operator within the meaning of the Measures, nor do we control
more than one million users' personal information, and as such, we should not be required to apply for a cybersecurity review under
the Measures.

 However,
in view of the fact that the Measures was released recently and there is a general lack of guidance and substantial uncertainties exist
with respect to their interpretation and implementation. For example, there is still no clear definition of "online platform operator".
Whether the data processing activities carried out by traditional enterprises (such as food, medicine, automobile and other production
enterprises) are subject to such review and the scope of the review remain to be further clarified by the regulatory authorities in the
subsequent implementation process.

 Furthermore,
the CAC released the draft of the Regulations on Network Data Security Management (Draft for Comment) in November 2021 for public consultation,
which among other things, stipulates that a data processor listed overseas must conduct an annual data security review by itself or by
engaging a data security service provider and submit the annual data security review report for a given year to the municipal cybersecurity
department before January 31 of the following year. If the draft Regulations on Network Data Security Management are enacted in the current
form, we, as an overseas listed company, will be required to carry out an annual data security review and comply with the relevant reporting
obligations.

 With
regard to the current effective data security management regulations, we don't believe that we are required to conduct data security
review for listing overseas. However, according to the Regulations on Network Data Security Management (Draft for Comment), as an overseas
listed company, we will be required to conduct an annual data security review and to comply with the relevant reporting obligations.
We have been closely monitoring the development in the regulatory landscape in China, particularly regarding the requirement of approvals,
including on a retrospective basis, from the CSRC, the CAC or other PRC authorities with respect to securities offering, as well as regarding
any annual data security review or other procedures that may be imposed on us. If any approval, review or other procedure is in fact
required, we cannot assure you that we will be able to obtain such approval or complete such review or other procedure timely or at all.
For any approval that we may be able to obtain, it could nevertheless be revoked and the terms of its issuance may impose restrictions
on our operations and securities offerings. Any actions by the Chinese government to exert more oversight and control over foreign investment
in China-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors
and cause the value of such securities to significantly decline or be worthless.

 The
regulatory requirements with respect to cybersecurity and data privacy are constantly evolving and can be subject to varying interpretations,
and significant changes, resulting in uncertainties about the scope of our responsibilities in that regard. Failure to comply with the
cybersecurity and data privacy requirements in a timely manner, or at all, may subject us to government enforcement actions and investigations,
fines, penalties, suspension or disruption of our operations, among other things.

 Compliance
with the PRC Cybersecurity Law, the PRC National Security Law, the Data Security Law, the Personal Information Protection Law, the Cybersecurity
Review Measures, as well as additional laws and regulations that PRC regulatory bodies may enact in the future, may result in additional
expenses to us and subject us to negative publicity, which could harm our reputation among users and negatively affect the trading price
of our shares in the future. There are also uncertainties with respect to how the PRC Cybersecurity Law, the PRC National Security Law
and the Data Security Law will be implemented and interpreted in practice. PRC regulators, including the Ministry of Public Security,
the MIIT, the SAMR and the CAC, have been increasingly focused on regulation in the areas of data security and data protection, including
for mobile apps, and are enhancing the protection of privacy and data security by rule-making and enforcement actions at national and
local levels. We expect that these areas will receive greater and continued attention and scrutiny from regulators and the public going
forward, which could increase our compliance costs and subject us to heightened risks and challenges associated with data security and
protection. If we are unable to manage these risks, we could become subject to penalties, including fines, suspension of business, prohibition
against new user registration (even for a short period of time) and revocation of required licenses, and our reputation and results of
operations could be materially and adversely affected.

 If
the Chinese government determines that our corporate structure does not comply with Chinese regulations, or if Chinese regulations change
or are interpreted differently in the future, Chinese regulatory authorities could disallow our current operating structure, which would
likely result in a material change in our operations and/or cause the value of such securities to significantly decline or become worthless.

 In
July 2021, the Chinese government provided new guidance on Chinese companies raising capital outside of mainland China, including through
arrangements called variable interest entities, or VIEs. Currently, our corporate structure contains no variable interest entities and
we are not in an industry that is subject to foreign ownership limitations in mainland China. However, there are uncertainties with respect
to the Chinese legal system and there may be changes in laws, regulations and policies, including how those laws, regulations and policies
will be interpreted or implemented. If in the future the Chinese government determines that our corporate structure does not comply with
Chinese regulations, or if Chinese regulations change or are interpreted differently, the value of our securities may decline or become
worthless.

 The
Chinese government may intervene or influence our operations at any time, or may exert more control over offerings conducted overseas
and/or foreign investment in China-based issuers, which could result in a material change in our operations and/or cause the value of
our securities to significantly decline or be worthless.

 The
Chinese government has significant oversight and discretion over the conduct of our business and may intervene or influence our operations
as the government deems appropriate to further regulatory, political and societal goals. The Chinese government has recently published
new policies that significantly affected certain industries such as the education and internet industries, and we cannot rule out the
possibility that it will in the future release regulations or policies regarding the food and beverage industry or the supply in Chinese
industries that could require us to seek permission from Chinese authorities to continue to operate our business, which may adversely
affect our business, financial condition and results of operations. Furthermore, recent statements made by the Chinese government have
indicated an intent to increase the government's oversight and control over offerings of companies with significant operations
in mainland China that are to be conducted in foreign markets, as well as foreign investment in China-based issuers like us. Any future
action by the Chinese government expanding the categories of industries and companies whose foreign securities offerings are subject
to government review could significantly limit or completely hinder our ability to offer or continue to offer securities to investors
or could disallow our current operating structure, which would likely result in a material change in our operations and/or a material
change in the value of our securities, including causing the value of such securities to significantly decline or become worthless.

 On
July 6, 2021, the General Office of the Communist Party of China Central Committee and the General Office of the State Council jointly
issued a document to crack down on illegal activities in the securities market and promote the high-quality development of the capital
market, which, among other things, requires the relevant governmental authorities to strengthen cross-border oversight of law enforcement
and judicial cooperation, to enhance supervision over China-based companies listed overseas, and to establish and improve the system
of extraterritorial application of the PRC securities laws. Since this document is still relatively new, uncertainties still exist in
relation to how soon legislative or administrative regulation making bodies will respond and what existing or new laws or regulations
or detailed implementations and interpretations will be modified or promulgated, if any, and the potential impact such modified or new
laws and regulations will have on our future business combination with a company with major operation in China.

 Further,
Chinese government continues to exert more oversight and control over Chinese technology firms. On July 2, 2021, Chinese cybersecurity
regulator announced, that it had begun an investigation of Didi Global Inc. (NYSE: DIDI) and two days later ordered that the company's
application be removed from smartphone application stores. On July 5, 2021, the Chinese cybersecurity regulator launched the same investigation
on two other Internet platforms, China's Full Truck Alliance of Full Truck Alliance Co. Ltd. (NYSE: YMM) and Boss of KANZHUN LIMITED
(Nasdaq: BZ).

 On
December 24, 2021, the CSRC issued the Administrative Provisions of the State Council Regarding the Overseas Issuance and Listing of
Securities by Domestic Enterprises (the "Draft Administrative Provisions") and the Measures for the Overseas Issuance of
Securities and Listing Record-Filings by Domestic Enterprises (Draft for Comments) (the "Draft Filing Measures"), collectively,
the Draft Overseas Listing Rules, which are currently published for public comments only. According to the Draft Overseas Listing Rules,
among other things, all China-based companies applying for overseas securities issuance, listing and post-listing capital operations
shall be subject to statutory procedures, such as filing and information reporting requirement. After making initial applications with
overseas stock markets for offerings or listings, all China-based companies shall file with the CSRC within three business days. In addition,
overseas offerings and listings may be prohibited for such China-based companies when any of the following applies: (a) if the securities
offerings and listings are prohibited by applicable PRC laws and rules; (b) if securities offerings and listings may constitute a threat
to, or endanger national security as reviewed and determined by PRC authorities; (c) if there are material ownership disputes over applicants'
equity interests, major assets, core technologies or other items; (d) if a PRC company or its controlling shareholders or de facto controllers
have committed certain crimes, under investigation for suspicion of major violations in the prior three years; (e) if any directors,
supervisors, or senior executives of applicants have been subject to administrative punishments for severe violations, or are under investigations
for crimes or major violations; or (f) other circumstances as provided. The Draft Administrative Provisions further provide that a fine
between RMB 1 million and RMB 10 million may be imposed if a company fails to fulfill the filing requirements with the CSRC or conducts
an overseas offering or listing in violation of the Draft Overseas Listing Rules. In the case of severe violations, an order to suspend
relevant businesses or halt operations for rectification may be issued, and relevant business permits or operational license revoked.
Overseas issuance and listings subject to the Draft Overseas Listing Rules include direct and indirect issuance and listings. We believe
that our future securities offerings and proposed listing of our shares on Nasdaq Capital Market would be deemed an Indirect Overseas
Issuance and Listing under the Draft Overseas Listing Rules and will be required to complete the filing procedures and submit the relevant
information to CSRC after the Draft Overseas Listing Rules become effective. As of the date of this report, such rules have not become
effective and we are not required to complete the filing procedures if we complete this offering and begin the trading of our common
stock on the Nasdaq before the rules take effect. In addition, after the rules take effect, we would only need to submit the filing materials
and no CSRC approval would be required under the rules. Because we are relying on an opinion of counsel, there is uncertainty inherent
in relying on an opinion of counsel in connection with whether we are required to obtain permissions from a governmental agency that
is required to approve of our operations and/or listings. In the event that an government approval is required, we cannot assure you
that we will be able to receive clearance in a timely manner, or at all. Any failure of us to fully comply with new regulatory requirements
may significantly limit or completely hinder our ability to offer or continue to offer our common stock, cause significant disruption
to our business operations, severely damage our reputation, materially and adversely affect our financial condition and results of operations
and cause our shares to significantly decline in value or become worthless.

 China
Securities Regulatory Commission and other Chinese government agencies may exert more oversight and control over offerings that are conducted
overseas and/or foreign investment in China-based issuers. Additional compliance procedures may be required in connection with the offering
of our securities and our business operations, and, if required, we cannot predict whether we will be able to obtain such approval. As
a result, we face uncertainty about future actions by the PRC government that could significantly affect our ability to offer or continue
to offer securities to investors and/or conduct our operations and cause the value of our shares to significantly decline or be worthless.

 Trading
in our securities may be prohibited under the Holding Foreign Companies Accountable Act if the PCAOB determines that it cannot inspect
or investigate completed our auditors for three consecutive years beginning in 2021, or for two consecutive years if the Accelerating
Holding Foreign Companies Accountable Act or the America COMPETES Act becomes law.

 In
recent years, U.S. regulatory authorities have continued to express their concerns about challenges in their oversight of financial statement
audits of U.S.-listed companies with significant operations in China. As part of a continued regulatory focus in the United States on
access to audit and other information, the Holding Foreign Companies Accountable Act, or the HFCAA, was enacted on December 18, 2020.
The HFCAA includes requirements for the SEC to identify issuers whose audit work is performed by auditors that the PCAOB is unable to
inspect or investigate completely because of a restriction imposed by a non-U.S. authority in the auditor's local jurisdiction.
The HFCAA also requires that, to the extent that the PCAOB has been unable to inspect an issuer's auditor for three consecutive
years since 2021, the SEC shall prohibit its securities registered in the United States from being traded on any national securities
exchange or over-the-counter markets in the United States.

 On
March 24, 2021, the SEC adopted interim final rules relating to the implementation of certain disclosure and documentation requirements
of the HFCAA. The interim final rule applies to registrants that the SEC identifies as having filed an annual report with an audit report
issued by a registered public accounting firm that is located in a foreign jurisdiction that the PCAOB is unable to inspect or investigate
completely because of a position taken by an authority in that jurisdiction. Consistent with the HFCAA, the interim final rule requires
the submission of documentation to the SEC establishing that such a registrant is not owned or controlled by a government entity in that
foreign jurisdiction and also requires disclosure in a foreign issuer's annual report regarding the audit arrangements of, and
government influence on, such registrants. On May 13, 2021, the PCAOB issued proposed PCAOB Rule 6100, Board Determinations Under the
Holding Foreign Companies Accountable Act for public comment. The proposed rule provides a framework for making determinations as to
whether PCAOB is unable to inspect an audit firm in a foreign jurisdiction, including the timing, factors, bases, publication and revocation
or modification of such determinations, and such determinations will be made on a jurisdiction-wide basis in a consistent manner applicable
to all firms headquartered in the jurisdiction. In November 2021, the SEC approved PCAOB Rule 6100. On December 2, 2021, the SEC adopted
amendments to final rules implementing the disclosure and submission requirements of the HFCAA.

 On
June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act or AHFCAA, and on February 4, 2022,
the U.S. House of Representatives passed the America Creating Opportunities for Manufacturing Pre-Eminence in Technology and Economic
Strength (COMPETES) Act of 2022, or the COMPETES Act. If either bill is enacted into law, it would amend the HFCAA and require the SEC
to prohibit an issuer's securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections
or complete investigations for two consecutive years instead of three. As a result, our securities may be prohibited from trading on
Nasdaq or over-the-counter markets if our auditor is not inspected by the PCAOB for three consecutive years as specified in the HFCAA
or two years if the AHFCAA or the COMPETES Act becomes law, and would reduce the time before our securities may be prohibited from trading
or delisted.

 On
December 2, 2021, the SEC issued amendments to finalize rules implementing the submission and disclosure requirements in the HFCAA. The
rules apply to registrants that the SEC identifies as having filed an annual report with an audit report issued by a registered public
accounting firm that is located in a foreign jurisdiction and that PCAOB is unable to inspect or investigate completely because of a
position taken by an authority in foreign jurisdictions.

 On
December 16, 2021, the PCAOB announced the PCAOB Holding Foreign Companies Accountable Act determinations (the "PCAOB determinations")
relating to the PCAOB's inability to inspect or investigate completely registered public accounting firms headquartered in mainland
China of the PRC or Hong Kong, a Special Administrative Region and dependency of the PRC, because of a position taken by one or more
authorities in the PRC or Hong Kong.

 The
lack of access to the PCAOB inspection or investigation in China prevents the PCAOB from fully evaluating audits and quality control
procedures of the auditors based in China. As a result, the investors may be deprived of the benefits of such PCAOB inspections. The
inability of the PCAOB to conduct inspections or investigations of auditors in China makes it more difficult to evaluate the effectiveness
of these accounting firms' audit procedures or quality control procedures as compared to auditors outside of China that are subject
to the PCAOB inspections and investigations, which could cause existing and potential investors in our stock to lose confidence in our
audit procedures and reported financial information and the quality of our financial statements.

 Our
current auditor, Enrome LLP, an independent registered public accounting firm that is headquartered in Singapore, is a firm registered
with the U.S. Public Company Accounting Oversight Board (the "PCAOB"), and is required by the laws of the U.S. to undergo
regular inspections by the PCAOB to assess its compliance with the laws of the U.S. and professional standards. Enrome LLP is subjected to PCAOB inspections, and is not among the PCAOB-registered public accounting firms headquartered in the PRC or Hong Kong that are subject
to PCAOB's determination on December 16, 2021 of having been unable to inspect or investigate completely.

 Notwithstanding
the foregoing, if it is later determined that the PCAOB is unable to inspect or investigate our auditor completely, or if there is any
regulatory change or step taken by PRC regulators that does not permit Enrome LLP to provide audit documentations located in China or
Hong Kong to the PCAOB for inspection or investigation, or the PCAOB expands the scope of the Determination so that we are subject to
the HFCAA, as the same may be amended, you may be deprived of the benefits of such inspection. Any audit reports not issued by auditors
that are completely inspected or investigated by the PCAOB, or a lack of PCAOB inspections or investigations of audit work undertaken
in China that prevents the PCAOB from regularly evaluating our auditors' audits and their quality control procedures, could result
in a lack of assurance that our financial statements and disclosures are adequate and accurate.

 We
may be exposed to liabilities under the Foreign Corrupt Practices Act, and any determination that we violated the foreign corrupt practices
act could have a material adverse effect on our business.

 We
are subject to the Foreign Corrupt Practice Act, or FCPA, and other laws that prohibit improper payments or offers of payments to foreign
governments and their officials and political parties by U.S. persons and issuers as defined by the statute for the purpose of obtaining
or retaining business. We will have operations, agreements with third parties and make sales in the PRC, which may experience corruption.
Our proposed activities in the PRC create the risk of unauthorized payments or offers of payments by one of the employees, consultants,
or sales agents of our Company, because these parties are not always subject to our control. It is our policy to implement safeguards
to discourage these practices by our employees. Also, our existing safeguards and any future improvements may prove to be less than effective,
and the employees, consultants, or sales agents of our Company may engage in conduct for which we might be held responsible. Violations
of the FCPA may result in severe criminal or civil sanctions, and we may be subject to other liabilities, which could negatively affect
our business, operating results and financial condition. In addition, the government may seek to hold our Company liable for successor
liability FCPA violations committed by companies in which we invest or that we acquire.

 You
may have difficulty enforcing judgments against us.

 We
are a Nevada corporation but most of our assets are and will be located outside of the United States. Almost all our operations are conducted
in the PRC. In addition, all our officers and directors are the nationals and residents of a country other than the United States. Almost
all of their assets are located outside the United States. As a result, it may be difficult for you to effect service of process within
the United States upon them. It may also be difficult for you to enforce in U.S. courts judgments on the civil liability provisions of
the U.S. federal securities laws against us and our officers and directors, since he or she is not a resident in the United States. In
addition, there is uncertainty as to whether the courts of the PRC or other jurisdictions would recognize or enforce judgments of U.S.
courts.

 Chinese
economic growth slowdown may have a negative effect on our business.

 Since
2014, Chinese economic growth has been slowing down from double-digit GDP speed. The annual rate of growth declined from 7.3% in
2014 to 6.9% in 2015, to 6.7% in 2016, to 6.9% in 2017, to 6.6% in 2018, and to 6.1% in 2019 2.3% in 2020, 8.45% in 2021, 3% in 2022 and 5.2% in 2023. Due to the impact of COVID-19,
China's economic growth rate in 2020 has slowed to 2.3%, its lowest level in years. While technology-based financial services
companies have not been affected by the pandemic on the same level as companies in certain other industries, nevertheless a slow
economic growth could adversely affect many of our customers and partners, which in turn may materially adversely affect our
financial condition and results of operations.

 Under
the Enterprise Income Tax Law, we may be classified as a "Resident Enterprise" of China. Such classification will likely
result in unfavorable tax consequences to us and our non-PRC stockholders.

 China
passed an Enterprise Income Tax Law (the "EIT Law"), as most recently amended and effective on December 29, 2018, and the
related Implementation Regulations, as amended and effective on April 23 2019. Under the EIT Law, an enterprise established outside of
China with "de facto management bodies" within China is considered a "resident enterprise," meaning that it can
be treated in a manner similar to a Chinese enterprise for enterprise income tax purposes. The implementing rules of the EIT Law define
de facto management as "substantial and overall management and control over the production and operations, personnel, accounting,
and properties" of the enterprise.

 On
April 22, 2009, the State Administration of Taxation of China issued the Notice Concerning Relevant Issues Regarding Cognizance of Chinese
Investment Controlled Enterprises Incorporated Offshore as Resident Enterprises pursuant to Criteria of de facto Management Bodies, or
the Notice, further interpreting the application of the EIT Law and its implementation to offshore entities controlled by a Chinese enterprise
or group. Pursuant to the Notice, an enterprise incorporated in an offshore jurisdiction and controlled by a Chinese enterprise or group
will be classified as a "non-domestically incorporated resident enterprise" if (i) its senior management in charge of daily
operations reside or perform their duties mainly in China; (ii) its financial or personnel decisions are made or approved by bodies or
persons in China; (iii) its substantial assets and properties, accounting books, corporate stamps, board and stockholder minutes are
kept in China; and (iv) at least half of its directors with voting rights or senior management are often resident in China. A resident
enterprise would be subject to an enterprise income tax rate of 25% on its worldwide income and must pay a withholding tax at a rate
of 10% when paying dividends to its non-PRC stockholders.

does not have a PRC enterprise or enterprise group as its primary controlling shareholder and is therefore not a Chinese-controlled offshore
incorporated enterprise within the meaning of the Notice, so we believe the Notice is not applicable to us. However, in the absence of
guidance specifically applicable to us, we have applied the guidance set forth in the Notice to evaluate the tax residence status of
Ezagoo for the years ended December 31, 2023 and 2022, respectively.

 We
do not believe that we meet some of the conditions outlined. As a holding company, the key assets and records of Ezagoo including the
resolutions and meeting minutes of our board of directors and the resolutions and meeting minutes of our shareholders, are located and
maintained outside the PRC. In addition, we are not aware of any offshore holding companies with a corporate structure similar to ours
that have been deemed a PRC "resident enterprise" by the PRC tax authorities. Accordingly, we believe that Ezagoo should
not be treated as a "resident enterprise" for PRC tax purposes if the criteria for "de facto management body"
as set forth in the Notice were deemed applicable to us. However, as the tax residency status of an enterprise is subject to determination
by the PRC tax authorities and uncertainties remain with respect to the interpretation of the term "de facto management body"
as applicable to our offshore entities, we will continue to monitor our tax status.

 If
the PRC tax authorities determine that we are a "resident enterprise" for PRC enterprise income tax purposes, a number of
unfavorable PRC tax consequences could follow. First, we may be subject to the enterprise income tax at a rate of 25% on our worldwide
taxable income as well as PRC enterprise income tax reporting obligations. In our case, this would mean that income such as non-China
source income would be subject to PRC enterprise income tax at a rate of 25%. Currently, we do not have any non-China source income,
so this would have minimal effect on us; however, if we develop non-China source income in the future, we could be adversely affected.
Second, under the EIT Law and its implementing rules, dividends paid to us from our PRC subsidiaries would qualify as "tax-exempt
income." Finally, it is possible that future guidance issued with respect to the new "resident enterprise" classification
could result in a situation in which a 10% withholding tax is imposed on dividends we pay to our non-PRC stockholders and with respect
to gains derived by our non-PRC stockholders from transferring our shares. If we were treated as a "resident enterprise"
by the PRC tax authorities, we would be subject to taxation in both the U.S. and China, but our PRC source income will not be taxed in
the U.S. again because the U.S.-China tax treaty will avoid double taxation between these two nations.

 PRC
regulation of loans and direct investment by offshore holding companies in PRC entities may delay or prevent us from using the proceeds
of our securities offerings to make loans or additional capital contributions to our PRC operating subsidiaries, which could materially
and adversely affect our liquidity and our ability to fund and expand our business.

 In
the normal course of our business, we may make loans to our PRC subsidiaries or may make additional capital contributions to our PRC
subsidiaries. Any loans to our wholly foreign-owned or holding subsidiaries in China, which are treated as foreign-invested enterprises
("FIEs") under PRC law, are subject to PRC regulations and foreign exchange loan registrations. For example, loans by us
to our FIE subsidiaries in China to finance their activities cannot exceed statutory limits and must be registered with SAFE. In addition,
a foreign invested enterprise shall use its capital pursuant to the principle of authenticity and self-use within its business scope.
The capital of a foreign invested enterprise shall not be used for the following purposes: (i) directly or indirectly used for payment
beyond the business scope of the enterprises or the payment prohibited by relevant laws and regulations; (ii) directly or indirectly
used for investment in securities or investments other than banks' principal-secured products unless otherwise provided by relevant
laws and regulations; (iii) granting of loans to non-affiliated enterprises, except where it is expressly permitted in the business license;
and (iv) paying the expenses related to the purchase of real estate that is not for self-use (except for the foreign-invested real estate
enterprises).

 SAFE
promulgated the Notice of the State Administration of Foreign Exchange on Reforming the Administration of Foreign Exchange Settlement
of Capital of Foreign-invested Enterprises, or SAFE Circular 19, effective June 2015, in replacement of the Circular on the Relevant
Operating Issues Concerning the Improvement of the Administration of the Payment and Settlement of Foreign Currency Capital of Foreign-Invested
Enterprises, the Notice from the State Administration of Foreign Exchange on Relevant Issues Concerning Strengthening the Administration
of Foreign Exchange Businesses, and the Circular on Further Clarification and Regulation of the Issues Concerning the Administration
of Certain Capital Account Foreign Exchange Businesses. According to SAFE Circular 19, the flow and use of the RMB capital converted
from foreign currency-denominated registered capital of a foreign-invested company is regulated such that RMB capital may not be used
for the issuance of RMB entrusted loans, the repayment of inter-enterprise loans or the repayment of banks loans that have been transferred
to a third party. Although SAFE Circular 19 allows RMB capital converted from foreign currency-denominated registered capital of a foreign-invested
enterprise to be used for equity investments within China, it also reiterates the principle that RMB converted from the foreign currency-denominated
capital of a foreign-invested company may not be directly or indirectly used for purposes beyond its business scope. SAFE promulgated
the Notice of the State Administration of Foreign Exchange on Reforming and Standardizing the Foreign Exchange Settlement Management
Policy of Capital Account, or SAFE Circular 16, effective on June 9, 2016, which reiterates some of the rules set forth in SAFE Circular
19, but changes the prohibition against using RMB capital converted from foreign currency-denominated registered capital of a foreign-invested
company to issue RMB entrusted loans to a prohibition against using such capital to issue loans to non-associated enterprises. Violations
of SAFE Circular 19 and SAFE Circular 16 could result in administrative penalties. SAFE Circular 19 and SAFE Circular 16 may significantly
limit our ability to transfer any foreign currency we hold, including the net proceeds from this offering, to our PRC subsidiaries, which
may adversely affect our liquidity and our ability to fund and expand our business in China. On October 23, 2019, the SAFE promulgated
the Notice of the State Administration of Foreign Exchange on Further Promoting the Convenience of Cross-border Trade and Investment,
or the SAFE Circular 28, which, among other things, allows all foreign-invested companies to use Renminbi converted from foreign currency-denominated
capital for equity investments in China, as long as the equity investment is genuine, does not violate applicable laws, and complies
with the negative list on foreign investment. However, since the SAFE Circular 28 is newly promulgated, it is unclear how SAFE and competent
banks will implement the relevant rules in practice.

 In
light of the various requirements imposed by PRC regulations on loans to and direct investment in PRC entities by offshore holding companies,
we cannot be certain that we will be able to complete the necessary government registrations or obtain the necessary government approvals
on a timely basis, if at all, with respect to future loans to our PRC subsidiaries or future capital contributions by us to our subsidiaries
in China. As a result, uncertainties exist as to our ability to provide prompt funding to our PRC subsidiaries when needed. If we fail
to complete such registrations or obtain such approvals, our ability to use the proceeds we expect to receive from this offering and
to capitalize or otherwise fund our PRC operations may be negatively affected, which could materially and adversely affect our financial
condition and operating results.

 Governmental
control of currency conversion may affect the value of your investment.

 The
PRC government imposes controls on the convertibility of the RMB into foreign currencies and, in certain cases, the remittance of currency
out of China. We receive substantially all of our revenues in RMB. Under our current corporate structure, our income will currently only
be derived from dividend payments from our PRC subsidiaries. Shortages in the availability of foreign currency may restrict the ability
of our PRC subsidiaries to remit sufficient foreign currency to pay dividends or other payments to us, or otherwise satisfy their foreign
currency denominated obligations. Under existing PRC foreign exchange regulations, payments of current account items, including profit
distributions, interest payments and expenditures from trade-related transactions can be made in foreign currencies without prior approval
from SAFE by complying with certain procedural requirements. However, approval from appropriate government authorities is required where
RMB is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated
in foreign currencies. The PRC government may also at its discretion restrict access in the future to foreign currencies for current
account transactions. If the foreign exchange control system prevents us from obtaining sufficient foreign currency to satisfy our currency
demands, we may not be able to pay dividends in foreign currencies to our security-holders.

 Fluctuations
in exchange rates could adversely affect our business and the value of our securities.

in the value of the RMB against the U.S. dollar, Euro and other foreign currencies are affected by, among other things, changes in China's
political and economic conditions. Any significant revaluation of the RMB may have a material adverse effect on our revenues and financial
condition, and the value of, and any dividends payable on our shares in U.S. dollar terms. For example, to the extent that we need to
convert U.S. dollars we receive from our securities offerings into RMB for our operations, appreciation of the RMB against the U.S. dollar
would have an adverse effect on RMB amount we would receive from the conversion. Conversely, if we decide to convert our RMB into U.S.
dollars for the purpose of paying dividends on our common stock or for other business purposes, appreciation of the U.S. dollar against
the RMB would have a negative effect on the U.S. dollar amount available to us. In addition, fluctuations of the RMB against other currencies
may increase or decrease the cost of imports and exports, and thus affect the price-competitiveness of our products against products
of foreign manufacturers or products relying on foreign inputs.

 Since
July 2005, the RMB is no longer pegged to the U.S. dollar. Although the People's Bank of China regularly intervenes in the foreign
exchange market to prevent significant short-term fluctuations in the exchange rate, the RMB may appreciate or depreciate significantly
in value against the U.S. dollar in the medium to long term. Moreover, it is possible that in the future PRC authorities may lift restrictions
on fluctuations in the RMB exchange rate and lessen intervention in the foreign exchange market.

 We
reflect the impact of currency translation adjustments in our financial statements under the heading "accumulated other comprehensive
income (loss)." For the years ended December 31, 2023 and 2022, we had foreign currency translation loss of $125,963 and $76,280,
respectively. Very limited hedging transactions are available in China to reduce our exposure to exchange rate fluctuations. To date,
we have not entered into any hedging transactions. While we may enter into hedging transactions in the future, the availability and effectiveness
of these transactions may be limited, and we may not be able to successfully hedge our exposure at all. In addition, our foreign currency
exchange gains and losses may be magnified by PRC exchange control regulations that restrict our ability to convert RMB into foreign
currencies.

 Failure
to comply with the Individual Foreign Exchange Rules relating to the overseas direct investment or the engagement in the issuance or
trading of securities overseas by our PRC resident stockholders may subject such stockholders to fines or other liabilities.

 Our
ability to conduct foreign exchange activities in the PRC may be subject to the interpretation and enforcement of the Implementation
Rules of the Administrative Measures for Individual Foreign Exchange promulgated by SAFE in January 2007 (as amended and supplemented,
the "Individual Foreign Exchange Rules"). Under the Individual Foreign Exchange Rules, any PRC individual seeking to make
a direct investment overseas or engage in the issuance or trading of negotiable securities or derivatives overseas must make the appropriate
registrations in accordance with SAFE provisions. PRC individuals who fail to make such registrations may be subject to warnings, fines
or other liabilities.

 SAFE
promulgated the Notice on Relevant Issues Relating to Domestic Resident's Investment and Financing and Roundtrip Investment through
Special Purpose Vehicles, or Notice 37, in July 2014 that requires PRC residents or entities to register with SAFE or its local branch
in connection with their establishment or control of an offshore entity established for the purpose of overseas investment or financing.
In addition, such PRC residents or entities must update their SAFE registrations when the offshore special purpose vehicle undergoes
material events relating to material change of capitalization or structure of the PRC resident itself (such as capital increase, capital
reduction, share transfer or exchange, merger or spin off).

 We
may not be fully informed of the identities of all our beneficial owners who are PRC residents. For example, because the investment in
or trading of our shares will happen in an overseas public or secondary market where shares are often held with brokers in brokerage
accounts, it is unlikely that we will know the identity of all of our beneficial owners who are PRC residents. Furthermore, we have no
control over any of our future beneficial owners and we cannot assure you that such PRC residents will be able to complete the necessary
approval and registration procedures required by the Individual Foreign Exchange Rules.

 To
our knowledge, our beneficial owners, who are PRC residents, have not completed the Notice 37 registration. And we cannot guarantee that
all or any of the shareholders will complete the Notice 37 registration prior to the closing of this Offering. Failure by any such shareholders
or beneficial owners to comply with Notice 37 could restrict our overseas or cross-border investment activities, limit our PRC subsidiaries'
ability to make distributions or pay dividends or affect our ownership structure, which could adversely affect our business and prospects.
In addition, the PRC resident shareholders who fail to complete Notice 37 registration may subject to fines less than RMB50,000.

 As
these foreign exchange and outbound investment related regulations are relatively new and their interpretation and implementation has
been constantly evolving, it is unclear how these regulations, and any future regulation concerning offshore or cross-border investments
and transactions, will be interpreted, amended and implemented by the relevant government authorities.

 It
is uncertain how the Individual Foreign Exchange Rules will be interpreted or enforced and whether such interpretation or enforcement
will affect our ability to conduct foreign exchange transactions. Because of this uncertainty, we cannot be sure whether the failure
by any of our PRC resident stockholders to make the required registration will subject our PRC subsidiaries to fines or legal sanctions
on their operations, delay or restriction on repatriation of proceeds of our securities offerings into the PRC, restriction on remittance
of dividends or other punitive actions that would have a material adverse effect on our business, results of operations and financial
condition.

 There
are uncertainties under the PRC laws relating to the procedures for U.S. regulators to investigate and collect evidence from companies
located in the PRC.

 Shareholder
claims that are common in the U.S., including securities law class actions and fraud claims, among other matters, generally are difficult
to pursue as a matter of law or practicality in China. For example, in China, there are significant legal and other obstacles to obtaining
information needed for shareholder investigations or litigation outside China or otherwise with respect to foreign entities. Although
the local authorities in China may establish a regulatory cooperation mechanism with the securities regulatory authorities of another
country or region to implement cross-border supervision and administration, such regulatory cooperation with the securities regulatory
authorities in the Unities States have not been efficient in the absence of mutual and practical cooperation mechanism. According to
Article 177 of the PRC Securities Law, which became effective in March 2020, or Article 177, the securities regulatory authority of the
State Council may collaborate with securities regulatory authorities of other countries or regions in order to monitor and oversee cross
border securities activities. Article 177 further provides that overseas securities regulatory authorities are not permitted to carry
out investigation and evidence collection directly within the territory of the PRC, and that any Chinese entities and individuals are
not allowed to provide documents or materials related to securities business activities to overseas agencies without prior consent of
the securities regulatory authority of the State Council and the competent departments of the State Council.

 Our
principal business operations are conducted in the PRC. In the event that the U.S. regulators carry out investigations with respect to
our business and need to conduct investigation or collect evidence within the territory of the PRC, the U.S. regulators may not be able
to carry out such investigation or evidence collection directly in the PRC under the PRC laws. The U.S. regulators may consider cross-border
cooperation with securities regulatory authority of the PRC by way of judicial assistance, diplomatic channels or regulatory cooperation
mechanism established with the securities regulatory authority of the PRC. However, there can be no assurance that the U.S. regulators
could succeed in establishing such cross-border cooperation in a specific case or could establish the cooperation in a timely manner.
If U.S. regulators are unable to conduct such investigations, such U.S. regulators may determine to suspend and ultimately delist our
common stock from the Nasdaq Capital Market or choose to suspend or de-register our SEC registration.

 Failure
to comply with laws and regulations applicable to our business in China could subject us to fines and penalties and could also cause
us to lose customers or otherwise harm our business.

 Our
business is subject to regulation by various governmental agencies in China, including agencies responsible for monitoring and enforcing
compliance with various legal obligations, such as privacy and data protection-related laws and regulations, intellectual property laws,
employment and labor laws, workplace safety, environmental laws, consumer protection laws, governmental trade laws, import and export
controls, anti-corruption and anti-bribery laws, and tax laws and regulations. These laws and regulations impose added costs on our business.
Noncompliance with applicable regulations or requirements could subject us to:

 investigations,
 enforcement actions, and sanctions;

 mandatory
 changes to our supply chain system and products;

 disgorgement
 of profits, fines, and damages;

 civil
 and criminal penalties or injunctions;

 claims
 for damages by our customers or partners;

 termination
 of contracts;

 loss
 of intellectual property rights;

 failure
 to obtain, maintain or renew certain licenses, approvals, permits, registrations or filings

 necessary
 to conduct our operations; and

 temporary
 or permanent debarment from sales to public service organizations.

 If
any governmental sanctions are imposed, or if we do not prevail in any possible civil or criminal litigation, our business, results of
operations, and financial condition could be adversely affected. In addition, responding to any action will likely result in a significant
diversion of our management's attention and resources and an increase in professional fees. Enforcement actions and sanctions could
materially harm our business, results of operations, and financial condition.

 We
are exposed to the risk of misconduct, errors and failure to functions by our management, employees and parties that we collaborate with,
who may from time to time be subject to litigation and regulatory investigations and proceedings or otherwise face potential liability
and penalties in relation to noncompliance with applicable laws and regulations, which could harm our reputation and business.

 Payment
of dividends is subject to restrictions under Nevada and the PRC laws.

 Under
Nevada law, we may only pay dividends subject to our ability to service our debts as they become due and provided that our assets will
exceed our liabilities after the payment of such dividends. Our ability to pay dividends will therefore depend on our ability to generate
adequate profits. In addition, because of a variety of rules applicable to our operations in the PRC and the regulations on foreign investments
as well as the applicable tax law, we may be subject to further limitations on our ability to declare and pay dividends to our shareholders.

 As
a holding company, we may rely on dividends and other distributions from our PRC subsidiaries and WFOEs for cash requirements. If a WFOE
incurs any debts, the instruments governing such debts may restrict its ability to pay dividends to us. In order for us to pay dividends
or other distributions to our shareholders, including investors in this offering, we will rely on payments from our subsidiaries. Cash
or other assets may be transferred to us from our subsidiaries in the following manner: (i) funds from our operating subsidiaries to
WFOEs may be remitted as services fees, dividends or other distributions; and (ii) WFOEs may make dividends or other distributions to
us through our Hong Kong subsidiaries.

 Current
PRC regulations permit Chinese operating subsidiaries to pay dividends to foreign parent companies only out of their accumulated profits,
if any, determined in accordance with Chinese accounting standards and regulations. In addition, each of our subsidiaries in China is
required to set aside at least 10% of its after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches
50% of its registered capital. Each of our subsidiaries in China is also required to further set aside a portion of its after-tax profits
to fund the employee welfare fund, although the amount to be set aside, if any, is determined at the discretion of its board of directors.
While the statutory reserves can be used, among other ways, to increase the registered capital and eliminate future losses in excess
of retained earnings of the respective companies, the reserve funds are not distributable as cash dividends except in the event of liquidation.

 Cash
dividends, if any, on our common stock will be paid in U.S. dollars. The PRC government also imposes restrictions on the conversion of
RMB into foreign currencies and the remittance of currencies out of the PRC. As such, we may experience difficulties in completing the
administrative procedures necessary to obtain and remit foreign currency for the payment of dividends from our profits, if any. Furthermore,
if our subsidiaries in the PRC incur any debts, the existence of debts evidenced by the debt instruments may significantly limit their
ability to pay dividends or make other payments. If we are unable to receive earnings distributions from our operating subsidiaries in
China, we would be unable to pay dividends on our shares.

 If
we are deemed by the PRC tax authorities as a PRC tax resident enterprise for tax purposes, any dividends we pay to our non-PRC resident
shareholders may be regarded as China-sourced income and as a result, may be subject to PRC withholding tax at a rate of up to 10.0%.
Pursuant to the Arrangement between Mainland China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation
and Tax Evasion on Income, or the Double Tax Avoidance Arrangement, the 10% withholding tax rate may be reduced to 5% if a Hong Kong
resident enterprise owns no less than 25% of a PRC entity. However, the 5% withholding tax rate does not automatically apply and certain
requirements must be satisfied, including, without limitation, that (a) the Hong Kong entity must be the beneficial owner of the relevant
dividends; and (b) the Hong Kong entity must directly hold no less than 25% share ownership in the PRC entity during the 12 consecutive
months preceding its receipt of the dividends. In practice, a Hong Kong entity must obtain a tax resident certificate from the Hong Kong
tax authority to apply for the 5% lower PRC withholding tax rate. As the Hong Kong tax authority will issue such a tax resident certificate
on a case-by-case basis, we cannot be certain that we will be able to obtain the tax resident certificate from the relevant Hong Kong
tax authority and enjoy the preferential withholding tax rate of 5% under the Double Taxation Arrangement with respect to any dividends
to be paid by our CETL, to our Hong Kong subsidiary, ELHK. CETL currently does not have any plan to declare and pay dividends, and we
have not applied for the tax resident certificate from the relevant Hong Kong tax authority. ELHK will apply for the tax resident certificate
when CETL plans to declare and pay dividends.

 As
of the date of this report, we have not paid, and do not anticipate paying in the foreseeable future, dividends or other distributions
to our shareholders. There have not been any dividends or other distributions from CETL to ELHK. None of our PRC subsidiaries have ever
paid any dividends or distributions outside of China. We presently intend to retain all earnings to fund our operations and business
expansions.

 We
can give no assurance that we will declare dividends of any amounts, at any rate or at all in the future. The declaration of future dividends,
if any, will be at the discretion of our board of directors and will depend upon our future operations and earnings, capital requirements,
general financial conditions, legal and contractual restrictions and other factors that our board of directors may deem relevant.

 Our
common stock may not develop an active trading market and the price and trading volume of our shares may fluctuate significantly.

 Shares
of common stock are currently quoted on the OTC marketplace. We cannot predict whether investor interest in us will lead to the development
of an active and liquid trading market. If an active trading market does not develop, holders of our shares of common stock may have
difficulty selling our shares that may now be owned or may be purchased later. In addition, until we are able to be listed on a national
exchange, the number of investors willing to hold or acquire our shares may be reduced, we may receive decreased news and analyst coverage,
and we may be limited in our ability to issue additional securities or obtain additional financing in the future on terms acceptable
to us, or at all. Even if an active trading market develops for our shares, the market price of our shares may be highly volatile and
could be subject to wide fluctuations. In addition, the trading volume of our shares may fluctuate and cause significant price variations
to occur.

 In
case that our shares trade under $5.00 per share they will be considered penny stock. Trading in penny stocks has many restrictions and
these restrictions could severely affect the price and liquidity of our common stock.

 If
our stock trades below $5.00 per share, our stock would be known as a "penny stock", which is subject to various regulations
involving disclosures to be given to you prior to the purchase of any penny stock. The U.S. Securities and Exchange Commission (the "SEC")
has adopted regulations which generally define a "penny stock" to be any equity security that has a market price of less
than $5.00 per share, subject to certain exceptions. Depending on market fluctuations, our Common Stock would be considered as a "penny
stock". A penny stock is subject to rules that impose additional sales practice requirements on broker/dealers who sell these securities
to persons other than established Members and accredited investors. For transactions covered by these rules, the broker/dealer must make
a special suitability determination for the purchase of these securities. In addition, he must receive the purchaser's written
consent to the transaction prior to the purchase. He must also provide certain written disclosures to the purchaser. Consequently, the
"penny stock" rules may restrict the ability of broker/dealers to sell our securities and may negatively affect the ability
of holders of shares of our Common Stock to resell them. These disclosures require you to acknowledge that you understand the risks associated
with buying penny stocks and that you can absorb the loss of your entire investment. Penny stocks are low priced securities that do not
have a very high trading volume. Consequently, the price of the stocks is often volatile, and you may not be able to buy or sell the
stock when you want to.

 We
do not anticipate paying cash dividends on our Common Stock in the foreseeable future.

 We
do not anticipate paying cash dividends in the foreseeable future. Presently, we intend to retain all our earnings, if any, to finance
development and expansion of our business. Consequently, your only opportunity to achieve a positive return on your investment in us
will be if the market price of our Common Stock appreciates.

 Our
Chief Executive Officer, Mr. Xiaohao Tan, own a majority of our outstanding shares of common stock and could significantly influence
the outcome of our corporate matters.

 Mr.
Xiaohao Tan, our CEO, beneficially owns 74% of our outstanding shares of Common Stock. As a result, Mr. Xiaohao Tan is collectively able
to exercise significant influence over all matters that require us to obtain shareholder approval, including the election of directors
to our board and approval of significant corporate transactions that we may consider, such as a merger or other sale of our company or
its assets. This concentration of ownership in our shares by executive officers will limit other shareholders' ability to influence
corporate matters and may have the effect of delaying or preventing a third party from acquiring control over us.

 The
price of our common stock may be volatile or may decline regardless of our operating performance, and stockholders may not be able to
resell their shares.

 The
trading price for our common stock has fluctuated since our common stock was first quoted on the OTC marketplace. The market price of
our stock may fluctuate significantly in response to numerous factors, many of which are beyond our control, including:

 actual
 or anticipated fluctuations in our revenue and other operating results;

 the
 financial projections we may provide to the public, any changes in these projections or our failure to meet these projections;

 actions
 of securities analysts who initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow
 our company, or our failure to meet these estimates or the expectations of investors;

 announcements
 by us or our competitors of significant products, acquisitions, strategic partnerships, joint ventures, or capital commitments;

 price
 and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole;

 lawsuits
 threatened or filed against us; and

 other
 events or factors, including those resulting from health pandemics, war or incidents of terrorism, or responses to these events.

 In
addition, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market
prices of securities of many companies. Stock prices of many companies have fluctuated in a manner unrelated or disproportionate to the
operating performance of those companies.

 Future
sales of substantial amounts of the shares of our Common Stock by existing shareholders could adversely affect the price of our Common
Stock.

 If
our existing shareholders sell substantial amounts of the shares, then the market price of our Common Stock could fall. Such sales by
our existing shareholders might make it more difficult for us to issue new equity or equity-related securities in the future at a time
and place we deem appropriate. If any existing shareholders sell substantial amounts of shares, the prevailing market price for our shares
could be adversely affected.

 ITEM
1B. UNRESOLVED STAFF COMMENTS

 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. PROPERTIES

 We
currently maintain our principal executive office at Rm 205, 2/F, Building 17, Yard 1, Li Ze Road, Feng Tai District, Beijing 100073,
China, which expires on December 31, 2024. The current monthly rent is RMB2,000 (approximately $282) with a lease term of 12 months (that
is started from January 1, 2024).

 As
of December 31, 2023, the Company has a total three separate operating lease agreements for three office spaces in PRC with remaining lease
terms of from 7 months to 12 months.

 For
more information on operating lease, see Note 13 of the accompanying consolidated financial statements.

 ITEM
3. LEGAL PROCEEDINGS

 From
time to time, we maybe involve in various lawsuits and legal proceedings which arise in the ordinary course of business. Litigation is
subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.
Currently there are no pending legal proceedings or claims that we believe will have a material adverse effect on our business, financial
condition or operating results. None of our directors, officers or affiliates is involved in a proceeding adverse to our business or
has a material interest adverse to our business.

 ITEM
4. MINE SAFETY DISCLOSURES

 Not
applicable.

 PART
II

 ITEM
5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 Our
common stock is currently quoted on the OTC Pink under the trading symbol "EZOO".

 Trading
in stocks quoted on the OTC market is often thin and is characterized by wide fluctuations in trading prices due to many factors that
may have little to do with a company's operations or business prospects. We cannot assure you that there will be a market for our
common stock in the future.

 Holders

 As
of April 5, 2024, we had 119,956,826 shares of our Common Stock par value, $.0001 issued and outstanding. There were 163 beneficial
owners of our Common Stock.

 Transfer
Agent and Registrar

 The
transfer agent for our capital stock is Vstock Transfer, LLC, with an address at 18 Lafayette Place, Woodmere, NY 11598 and telephone
number is 212-828-8436.

 Penny
Stock Regulations

 The
Securities and Exchange Commission has adopted regulations which generally define "penny stock" to be an equity security
that has a market price of less than $5.00 per share. Our Common Stock, when and if a trading market develops, may fall within the definition
of penny stock and be subject to rules that impose additional sales practice requirements on broker-dealers who sell such securities
to persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000, or annual
incomes exceeding $200,000 individually, or $300,000, together with their spouse).

 For
transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of such securities
and have received the purchaser's prior written consent to the transaction. Additionally, for any transaction, other than exempt
transactions, involving a penny stock, the rules require the delivery, prior to the transaction, of a risk disclosure document mandated
by the Securities and Exchange Commission relating to the penny stock market. The broker-dealer also must disclose the commissions payable
to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole
market-maker, the broker-dealer must disclose this fact and the broker-dealer's presumed control over the market. Finally, monthly
statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market
in penny stocks. Consequently, the "penny stock" rules may restrict the ability of broker-dealers to sell our Common Stock
and may affect the ability of investors to sell their Common Stock in the secondary market.

 In
addition to the "penny stock" rules promulgated by the Securities and Exchange Commission, the Financial Industry Regulatory
Authority ("FINRA") has adopted rules that require that in recommending an investment to a customer, a broker-dealer must
have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced
securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's
financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that
there is a high probability that speculative low-priced securities will not be suitable for at least some customers. The FINRA requirements
make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit the investors'
ability to buy and sell our stock.

 Dividend
Policy

 Any
future determination as to the declaration and payment of dividends on shares of our Common Stock will be made at the discretion of our
board of directors out of funds legally available for such purpose. We are under no contractual obligations or restrictions to declare
or pay dividends on our shares of Common Stock. In addition, we currently have no plans to pay such dividends. Our board of directors
currently intends to retain all earnings for use in the business for the future.

 Equity
Compensation Plan Information

 Currently,
there is no equity compensation plan in place.

 Purchases
of Equity Securities by the Registrant and Affiliated Purchasers

 We
have not repurchased any shares of our common stock during the fiscal year ended December 31, 2023.

 ITEM
6. SELECTED FINANCIAL DATA

 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
7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 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

Limited ("the Company" or "EZAGOO"), was incorporated in the State of Nevada on May 9, 2018. The Company's
revenues were mainly generated from providing advertising services on the bus, and Xindian application that developed the Company ("advertisement
income"). We're planned to expand our brand to attract more potential users and customers as we met the bottleneck when we
transformed the traditional bus advertising to our Xindian platform since January 1, 2022 (as the Changsha government decided to merger
and control all the local bus themselves that effected on December 28, 2021). However, due to the high-level market competitive (Tiktok,
RED etc.), the effect of the Covid-19, and the unsatisfactory operating dates, the Company decided to shut down the operation of Xindian
Application effective from April 2023.

 For
the year ended December 31, 2023, the Company's revenue mainly from providing e-commerce trading of goods and products on ZCZX
WeChat Application that is subscribed from Weimob (, HK02013) ("trading income"), and providing
e-commerce value-added service in LSM WeChat Application which is also subscribed from Weimob (, HK02013)
("commission income", that the Company only generated income till March 2023 now, as the Customer is updating they're
products line since April 2023 and they plan to launch their new products during January 2024).

 Results
of Operations

 For
the year ended December 31, 2023 compared with the year ended December 31, 2022

 For

 2023

 2022

 (Audited)

 (Audited)

 REVENUES

 $

 $

 Advertisement
 income of mobile short video

 -

 235,699

 Trading income of e-commerce
 business

 119,302

 49,749

 Commission income

 -Commission income of e-commerce
 business (including of $0 and $9 from related party for the years ended December 31, 2023 and 2022, respectively)

 47,094

 -Commission
 income of other value-added services

 -

 $
 166,396

 $
 286,054

 The
Company generated revenue of $166,396 for the year ended December 31, 2023 as compared to revenue of $286,054 for the year ended December
31, 2022. Related party revenue was $0 in 2023, whereas 2023 had $9 related party revenue. Such decrease was mainly reflected in absence
of advertisement income, the Company suffered from the Covid-19, and we met the bottleneck when we transformed the traditional bus advertising
to our Xindian platform since January 1, 2022. We're planned to expand our brand to attract more potential users and customers,
however, due to the high-level market competitive (Tiktok, RED etc.) and the unsatisfactory operating date, the Company decided to shut
down the Xindian Application effective from April 2023. And we'll focus on the operation of the ZCZX and LSM WeChat applications
since then.

 Costs
and Expenses

 Our
cost structure has two components: cost of revenues and operating expenses of $1,075,412 and $1,459,530 for the years ended December
31, 2023 and 2022, respectively.

 Cost
of revenues

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

 Short
 video produce costs of $0 and $5,334 for the years ended December 31, 2023 and 2022, respectively, which are outsourcing to the related
 party.

 Costs
 of goods sold and sales commission expenses of $108,720 and $44,661 for the years ended December 31, 2023 and 2022, respectively,
 which for the e-commerce trading of health and beauty products in ZCZX WeChat applications.

 Salaries
 and related costs of $156,758 and $196,970 for the years ended December 31, 2023 and 2022, respectively, which are the compensation
 expenses for technical employees responsible for R&D, software's and online database expenses related to ZCZX and LSM WeChat
 applications.

Expenses

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 $112,409 and $136,186 for the years ended December 31, 2023 and 2022, respectively,
 are:

 a.

 expenses for employees engaged in sales and marketing;

 The
 main components of our general and administrative expenses of $697,525 and $1,076,379 for the years ended December 31, 2023 and 2022,
 respectively, are:

 a.

 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, etc.

 Net
Loss

 The
net loss of $907,126 for the year ended December 31, 2023 as compared to net loss for the year was $1,253,608 for the year ended December
31, 2022. Such decrease of net loss mainly derived from the less staffs' salaries in year 2023.

 Liquidity
and Capital Resources

 As
of December 31, 2023, we had a working capital deficit of $3,153,392 as compared to working capital deficit of $2,458,666 as of December
31, 2022. The increase in working capital deficit was reflected in advanced from related parties for operating use, and the repayment
from the related party. The Company's net loss of $907,126 and $1,253,608 for the years ended December 31, 2023 and 2022, respectively.

 Cash
Flow from Operating Activities

 Net
cash used in operating activities for the year ended December 31, 2023 was $1,104,350 as compared to net cash used in operating activities
of $1,125,692 for the year ended December 31, 2022, reflecting a decrease of $21,342. Such decrease was mainly reflected in lesser net
loss in year 2023 compare to net loss in year 2022.

 Cash
Flow from Investing Activities

 Net
cash used in investing activities for the year ended December 31 2023, and 2022, was $0 and $0, respectively.

 Cash
Flow from Financing Activities

 Net
cash generated from financing activities for the year ended December 31, 2023 was $938,281 as compared to net cash generated from financing
activities of $1,007,624 for the year ended December 31, 2022, reflecting a decrease of $69,343. Such decrease was mainly reflected in
lesser advances from the related parties for operating use during the year 2023.

 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.

 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,

 2023

 2022

 Period-end RMB: US$1 exchange rate

 7.10

 6.91

 Period-average RMB: US$1 exchange rate

 7.08

 6.73

 Period-end HK$: US$1 exchange rate

 7.81

 7.81

 Period-average HK$: US$1 exchange rate

 7.83

 7.83

 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.

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 services and goods after signing of the contract and provide appropriate advertisement materials, and
 the delivery address & contact information of the e-commerce order to the Company, the Company shall ensure the provided service
 and delivered goods of the Customer according to the contract terms.

 3.

 Determine
 the transaction price;

 a.

 For
 the e-commerce 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, 2023 and 2022.

 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.

 is recognized when the advertising service is performed. According to the sample advertising and e-commerce contract, upon obtaining
 the signed contract and order from the Customer, the service and goods' period would be started. Therefore, the revenue is
 recognized when the service and goods are completely provided and delivered at that point in time.

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

 During
the year 2023, 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 (, HK02013) ("trading income"), and providing
e-commerce value-added service in LSM WeChat Application which is also subscribed from Weimob (, HK02013)
("commission income", that the Company only generated income till March 2023 now, as the Customer is updating they're
products line since April 2023 and they plan to launch their new products during January 2024).

 Cost
of revenues

 Cost
of revenue includes costs of goods sold and sales commissions expenses of e-commerce trading in ZCZX, the operating salaries for the
staffs who running the ZCZX and LSM.

 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 2023 and 2022 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.

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

 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.

 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, 2023, the Company suffered an accumulated deficit of $4,738,914 and operated a net loss of $907,126. The continuation
of the Company as a going concern through December 31, 2023 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, 2023, 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.

 ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 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
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 The
financial statements required by this item are in PART IV of this Annual Report.

 ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 The disclosure with respect to the change in our independent accountants required under this section was previously
reported as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended, on a Current Report on Form 8-K
filed with the Securities and Exchange Commission on February 8, 2024. As previously reported, there were no disagreements or any reportable
events to disclose.

 ITEM
9A. CONTROLS AND PROCEDURES

 Disclosure
Controls and Procedures

 Disclosures
Control and Procedures

 Our
management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over
financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the
supervision of, the Company's principal executive and principal financial officers and effected by the Company's board of
directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America
and includes those policies and procedures that:

 Pertain
 to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets
 of the Company;

 Provide
 reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with
 accounting principles generally accepted in the United States of America and that receipts and expenditures of the Company are being
 made only in accordance with authorizations of management and directors of the Company; and

 Provide
 reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's
 assets that could have a material effect on the financial statements.

 Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed,
have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect
to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material
misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent
limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to
reduce, though not eliminate, this risk.

 As
of December 31, 2023, management assessed the effectiveness of our internal control over financial reporting based on the criteria for
effective internal control over financial reporting established in Internal Control—Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission ("COSO") and SEC guidance on conducting such assessments. Based on
such evaluation, the Company's management concluded that, during the period covered by this Report, internal controls and procedures
over financial reporting were not effective. This was due to deficiencies that existed in the design or operation of our internal controls
over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.

 Identified
Material Weaknesses

 A
material weakness in internal control over financial reporting is a control deficiency, or combination of control deficiencies, that
results in more than a remote likelihood that a material misstatement of the financial statements will not be prevented or detected.

 Management
identified the following material weaknesses during its assessment of internal controls over financial reporting as of December 31, 2023.

 1.

 We
 do not have an Audit Committee – While not being legally obligated to have an audit committee, it is the management's
 view that such a committee, including a financial expert member, is an utmost important entity level control over the Company's
 financial statement. Currently the Chief Executive Officer and Director act in the capacity of the Audit Committee and does not include
 a member that is considered to be independent of management to provide the necessary oversight over management's activities.

 2.

 We
 do not have Written Policies & Procedures – Due to lack of written policies and procedures for accounting and financial
 reporting, the Company did not establish a formal process to close our books monthly and account for all transactions and thus failed
 to properly record the Private Placement or disclose such transactions in its SEC filings in a timely manner.

 3.

 We
 did not implement appropriate information technology controls – As at December 31, 2023, the Company retains copies of
 all financial data and material agreements; however, there is no formal procedure or evidence of normal backup of the Company's
 data or off-site storage of the data in the event of theft, misplacement, or loss due to unmitigated factors.

 Accordingly,
the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual
or interim financial statements will not be prevented or detected on a timely basis by the Company's internal controls.

 As
a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control
over financial reporting as of December 31, 2023 based on criteria established in Internal Control—Integrated Framework issued
by COSO.

 Management's
Remediation Initiatives

 In
an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated,
or plan to initiate, the following series of measures:

 1.

 We
 plan to create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical
 accounting expertise within the accounting function when funds are available to us. The accounting personnel is responsible for reviewing
 the financing activities, facilitate the approval of the financing, record the information regarding the financing, and submit SEC
 filing related documents to our legal counsel in order to comply with the filing requirements of SEC.

 2.

 We
 plan to prepare written policies and procedures for accounting and financial reporting to establish a formal process to close our
 books monthly on an accrual basis and account for all transactions, including equity and debt transactions.

 3.

 We
 intend to add staff members to our management team for making sure that information required to be disclosed in our reports filed
 and submitted under the Exchange Act is recorded, processed, summarized and reported as and when required and the staff members will
 have segregated responsibilities with regard to these responsibilities.

 We
anticipate that these initiatives will be at least partially, if not fully, implemented by the end of fiscal year 2023.

in internal controls over financial reporting

 There
was no change in our internal controls over financial reporting that occurred during the period covered by this Report, which has materially
affected or is reasonably likely to materially affect, our internal controls over financial reporting, except that we have hired outside
consultant to remediate our material weakness in lack of accounting and finance personnel with technical knowledge in SEC rules and regulations.

 ITEM
9B. OTHER INFORMATION

 None.

 PART
III

 ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 Our
executive officer's and director's and their respective ages as of the date hereof are as follows:

 NAME

 AGE

 POSITION

 Xiaohao
 Tan

 Chief
 Executive Officer, President, Treasurer, Director

 Yibo
 Li

 Chief
 Financial Officer

 Set
forth below is a brief description of the background and business experience of our executive officers and directors for the past five
years.

 Xiaohao
Tan – Chief Executive Officer, President, Secretary, Treasurer, Director

 Xiaohao
Tan earned his Master's degree in Business Administration (MBA) from Hunan Business College in 2003. From 1999 to 2000, Mr. Tan
worked at China Pacific Insurance (Group) Co., Ltd. as a marketing officer and shortly thereafter, was promoted to senior manager. His
major responsibilities were to manage clients' portfolios, maintain customer relationships, design and implement effective marketing
strategies to sell new insurance contracts or adjust existing, contact potential clients and then build up a team, lead the team to implement
a plan and achieve team goals etc. In 2001 Mr. Tan founded Hunan Homestead Asset Management Co., Ltd. (formerly known as Changsha City
Leaders Trading Co. Ltd.). Since then, Mr. Tan has been serving as the Chairman and General Manager of this company and his major responsibilities
have included, but have not been limited to obtaining profit contributions by managing staff, and establishing and accomplishing business
objectives. In 2010, Mr. Tan founded Hunan Ezagoo Shopping Co. Ltd. and continues to serve as the President, CEO, Secretary, Treasurer,
and Director. In August of 2014, Mr. Tan founded "Hunan Ezagoo Zhicheng Internet Technology Limited," a Company operating
out of Changsha, China. Mr. Tan serves as the President, Secretary, Treasurer and Director of Hunan Ezagoo Zhicheng Internet Technology
Limited.

 Mr.
Tan has received several awards which include "Best E-Commerce Innovation Model Award", "China's Outstanding
Entrepreneurs of Good Faith", "2012 China E-Commerce Most Investment Value Award", "2015 China Advertising Great
Wall Awards", "Enterprise Credit AAA Grade Enterprise" in 2017 and "Brand Reputation AAA Grade Enterprise"
in 2017.

 Due
to Mr. Tan's over 20 years of experience in top management of various businesses, in May of 2018, the Board of Directors elected
to appoint him to the positions of CEO, President, Secretary, Treasurer and Chairman of Board of Directors of Ezagoo Limited.

 Yibo
Li - Chief Financial Officer

 Ms.
Yibo Li obtained a bachelor's degree in accounting from Hunan Institute of Technology. Ms. Li has more than 10 years' experience
in accounting operation. Ms. Li was the financial manager of three different companies since 2011 to 2023. During her work experience,
Ms. Li has accumulated enough experience in financial reporting, internal control, financial forecast and the capital management.

 Due
to Ms. Li's status as a qualified expert in finances, along with her 10 years of professional working experience, the Board of
Directors has determined it best to appoint her to the position of Chief Financial Officer of the Company.

 Family
Relationships

 There
are no family relationships, or other arrangements or understandings between or among any of the directors or executive officer.

 Board
Committees

 Our
Company currently does not have nominating, compensation, or audit committees or committees performing similar functions nor does our
Company have a written nominating, compensation or audit committee charter. Our Directors believe that it is not necessary to have such
committees, at this time, because the Directors can adequately perform the functions of such committees.

 Audit
Committee Financial Expert

 Our
Board of Directors has determined that we do not have a board member that qualifies as an "audit committee financial expert"
as defined in Item 407(D)(5) of Regulation S-K, nor do we have a Board member that qualifies as "independent" as the term
is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(14)
of the FINRA Rules.

 Audit
committee financial expert means a person who has the following attributes:

 1.

 An
 understanding of generally accepted accounting principles and financial statements;

 2.

 Experience
 applying such generally accepted accounting principles in connection with the accounting for estimates, accruals, and reserves that
 are generally comparable to the estimates, accruals and reserves, if any, used in the registrant's financial statements;

 3.

 Experience
 preparing or auditing financial statements that present accounting issues that are generally comparable to those raised by the registrant's
 financial statements;

 4.

 Experience
 with internal controls and procedures for financial reporting; and

 5.

 An
 understanding of audit committee functions.

 Currently,
our Company does not have an audit committee or an audit committee financial expert (as defined in Item 407 of Regulation S-K) serving
on its Board of Directors because given the early stage of our business development, it is costly to retain an independent Director who
qualify as an audit committee financial expert. However, we expect, in the foreseeable future, to form such a committee composed of our
non-employee directors. We may in the future attempt to add a qualified board member to serve as an audit committee financial expert
in the future, subject to our ability to locate and compensate such a person. The audit committee's duties will be to recommend
to our Company's Board of Directors the engagement of an independent registered public accounting firm to audit our Company's
financial statements and to review our Company's accounting and auditing principles.

 Corporate
Governance

 The
Company promotes accountability for adherence to honest and ethical conduct; endeavours to provide full, fair, accurate, timely and understandable
disclosure in reports and documents that the Company files with the Securities and Exchange Commission (the "SEC") and in
other public communications made by the Company; and strives to be compliant with applicable governmental laws, rules and regulations.
The Company has not formally adopted a written code of business conduct and ethics that governs the Company's employees, officers
and Directors as the Company is not required to do so.

 In
lieu of an Audit Committee, the Company's Board of Directors, is responsible for reviewing and making recommendations concerning
the selection of outside auditors, reviewing the scope, results and effectiveness of the annual audit of the Company's financial
statements and other services provided by the Company's independent public accountants. The Board of Directors, the Chief Executive
Officer and the Chief Financial Officer of the Company review the Company's internal accounting controls, practices and policies.

 Code
of Ethics

 We
have not adopted a formal Code of Ethics. The Board of Directors evaluated the business of the Company and the number of employees and
determined that since the business is operated by a small number of persons, general rules of fiduciary duty and federal and state criminal,
business conduct and securities laws are adequate ethical guidelines. In the event our operations, employees and/or Directors expand
in the future, we may take actions to adopt a formal Code of Ethics.

 Involvement
in Certain Legal Proceedings

 To
our knowledge, there are no material proceedings to which any of our directors, officers or affiliates of the Company is a party adverse
to the Company or has a material interest adverse to the Company.

 Shareholder
Proposals

 Our
Company does not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations for Directors.
The Board of Directors believes that, given the stage of our development, a specific nominating policy would be premature and of little
assistance until our business operations develop to a more advanced level. Our Company does not currently have any specific or minimum
criteria for the election of nominees to the Board of Directors and we do not have any specific process or procedure for evaluating such
nominees. The Board of Directors will assess all candidates, whether submitted by management or shareholders, and make recommendations
for election or appointment.

 A
shareholder who wishes to communicate with our Board of Directors may do so by directing a written request addressed to our President,
at the address appearing on the first page of this Information Statement.

 SECTION
16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

 Section
16(a) of the Securities Exchange Act requires our executive officers and directors, and persons who own more than 10% of our common stock,
to file reports regarding ownership of, and transactions in, our securities with the Securities and Exchange Commission and to provide
us with copies of those filings. Based solely on our review of the copies of such forms furnished to us and written representations by
our officers and directors regarding their compliance with applicable reporting requirements under Section 16(a) of the Exchange Act,
we believe that all Section 16(a) filing requirements for our executive officers, directors and 10% stockholders were met during the
year ended December 31, 2023.

 ITEM
11. COMPENSATION OF EXECUTIVE AND DIRECTOR

 The
following table sets forth information concerning the compensation of our Chief Executive Officer, and the executive officers who served
at the end of the year December 31, 2023 and 2022, for services rendered in all capacities to us.

 Summary
 Compensation Table

 Name
 and Principle Position

 Period

 Salary
 ($)

 Bonus
 ($)

 Stock
 Awards ($)

 Option
 Awards ($)

 Non-
 Equity Incentive Plan Compensation ($)

 Non-qualified
 Deferred Compensation Earnings ($)

 All
 Other Compensation ($)

 Total
 ($)

 Xiaohao Tan, Chief Executive Officer, President,
 Director (1)

 For the year ended December 31, 2023

 -

 -

 -

 -

 -

 -

 -

 -

 Xiaohao Tan, Chief Executive Officer, President,
 Director (1)

 For the year ended December 31, 2022

 -

 -

 -

 -

 -

 -

 -

 -

 Yibo Li, Chief Financial Officer,
 Director (2)

 For the year ended December 31, 2023

 17,856

 1,408

 -

 -

 -

 -

 -

 19,264

 Xin Yang, Chief Financial Officer, Director
 (3)

 For the year ended December 31, 2022

 27,860

 7,866

 -

 -

 -

 -

 -

 35,726

 We
do not pay our directors any fees or other compensation for acting as directors. We have not paid any fees or other compensation to any
of our directors for acting as directors to date.

 Narrative
Disclosure to Summary Compensation Table

 There
are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our Directors
and executive officers may receive stock options at the discretion of our Board of Directors in the future. We do not have any material
bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers,
except that stock options may be granted at the discretion of our Board of Directors from time to time. We have no plans or arrangements
in respect of remuneration received or that may be received by our executive officers to compensate such officers in the event of termination
of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control.

 Stock
Option Grants

 We
have not granted any stock options to our executive officers since our incorporation.

 Employment
Agreements

 We
do not have an employment or consulting agreement with any officers or Directors.

Discussion and Analysis

 Director

 Our
Board of Directors does not currently receive any consideration for their services as members of the Board of Directors. The Board of
Directors reserves the right in the future to award the members of the Board of Directors cash or stock-based consideration for their
services to the Company, which awards, if granted shall be in the sole determination of the Board of Directors.

 Executive
Compensation Philosophy

 Our
Board of Directors determines the compensation given to our executive officers in their sole determination. Our Board of Directors reserves
the right to pay our executive or any future executives a salary, and/or issue them shares of common stock in consideration for services
rendered and/or to award incentive bonuses which are linked to our performance, as well as to the individual executive officer's
performance. This package may also include long-term stock-based compensation to certain executives, which is intended to align the performance
of our executives with our long-term business strategies. Additionally, while our Board of Directors has not granted any performance
base stock options to date, the Board of Directors reserves the right to grant such options in the future, if the Board in its sole determination
believes such grants would be in the best interests of the Company.

 Incentive
Bonus

 The
Board of Directors may grant incentive bonuses to our executive officer and/or future executive officers in its sole discretion, if the
Board of Directors believes such bonuses are in the Company's best interest, after analyzing our current business objectives and
growth, if any, and the amount of revenue we are able to generate each month, which revenue is a direct result of the actions and ability
of such executives.

 Long-term,
Stock Based Compensation

 In
order to attract, retain and motivate executive talent necessary to support the Company's long-term business strategy we may award
our executive and any future executives with long-term, stock-based compensation in the future, at the sole discretion of our Board of
Directors, which we do not currently have any immediate plans to award.

 ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 As
of December 31, 2023, the Company has 119,956,826 shares of common stock issued and outstanding, which number of issued and outstanding
shares of common stock have been used throughout this report.

 The
following table sets forth, as of December 31, 2023 certain information with regard to the record and beneficial ownership of the Company's
common stock by (i) each person known to the Company to be the record or beneficial owner of more than 5% of Company's common stock,
(ii) each director of the Company, (iii) each of the named executive officers, and (iv) all executive officers and directors of the Company
as a group:

 Title
 of Class

 Name
 and Address of Shareholders

 Amount
 and Nature of
 Shareholders Ownership

 Percent
 of Class

 Common Stock

 Xiaohao Tan (i), (ii), (iii)

 42,067,770

 35.07
 %

 Common Stock

 Yibo Li (iii), (iv)

 %

 Common Stock

 Grand Progressive Holdings Limited (i)

 46,712,908

 38,94
 %

 (1)

 Beneficial
 ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment
 power with respect to securities. Beneficial ownership also includes shares of stock subject to options and warrants currently exercisable
 or exercisable within 60 days of the date of this table. In determining the percent of common stock owned by a person or entity as
 of the date of this Report, (a) the numerator is the number of shares of the class beneficially owned by such person or entity, including
 shares which may be acquired within 60 days on exercise of warrants or options and conversion of convertible securities, and (b)
 the denominator is the sum of (i) the total shares of common stock outstanding on as of December 31, 2023 (119,956,826 shares), and
 (ii) the total number of shares that the beneficial owner may acquire upon exercise of the derivative securities. Unless otherwise
 stated, each beneficial owner has sole power to vote and dispose of its shares.

 (2)

 Based
 on the total issued and outstanding shares of 119,956,826 as of December 31, 2023.

 ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, DIRECTOR INDEPENDENCE

 Due
from related parties mainly consists of rent deposit and funds advanced to related parties. The balances are unsecured, non-interest
bearing. As of December 31, 2023, the amount due from the related parties was $141, that is rent deposit to the related party with the
lease period ended August 1, 2024, as compare to the amount of $686 that due from the related party as of December 31, 2022, that was
the funds advanced to them, and they had settled the remaining balance of $686 on May 2023.

 Due
to related parties mainly consists of borrowings for working capital purpose, the balances are unsecured, non-interest bearing and due
on demand. As of December 31, 2023 and 2022, the amount due to the related parties were $3,215,486 and $2,342,816, respectively.

 In
addition, during the year ended December 31, 2023, the related party I, Hunan Bright Lionrock Mountain Resort Limited, related party
J, Beijing Ezagoo Industrial Development Group Holding Limited and related party N, Hunan Wancheng Xingyi Industrial Development Co.,
Ltd had provided the office rent service of $1,838, $3,394 and $22,194 to the Company, respectively.

 For
more related party transactions, see Note 5 & 11 of the accompanying consolidated financial statements.

 Review,
Approval and Ratification of Related Party Transactions

 Given
our small size and limited financial resources, we have not adopted formal policies and procedures for the review, approval or ratification
of transactions, such as those described above, with our executive officer(s), Director(s) and significant stockholders. We intend to
establish formal policies and procedures in the future, once we have sufficient resources and have appointed additional Directors, so
that such transactions will be subject to the review, approval or ratification of our Board of Directors, or an appropriate committee
thereof. On a moving forward basis, our Directors will continue to approve any related party transaction.

 Director
Independence

 Our
board of directors is currently composed of one member, Xiaohao Tan, who do not qualifies as an independent director in accordance with
the published listing requirements of the NASDAQ Global Market. The NASDAQ independence definition includes a series of objective tests,
such as that the director is not, and has not been for at least three years, one of our employees and that neither the director, nor
any of his family members has engaged in various types of business dealings with us. In addition, our board of directors has not made
a subjective determination as to each director that no relationships exist which, in the opinion of our board of directors, would interfere
with the exercise of independent judgment in carrying out the responsibilities of a director, though such subjective determination is
required by the NASDAQ rules. Had our board of directors made these determinations, our board of directors would have reviewed and discussed
information provided by the directors and us with regard to each director's business and personal activities and relationships
as they may relate to us and our management.

 ITEM
14. PRINCIPAL ACCOUNTING FEES AND SERVICES

 The
following table sets forth the aggregate fees billed to the Company by its independent registered public accounting firm, for the fiscal
years indicated.

 ACCOUNTING
 FEES AND SERVICES

 For
 the years ended December 31,

 2023

 2022

 Audit Fees (1)

 $
 79,000

 $
 47,325

 Audit-Related Fees (2)

 -

 -

 Tax Fees (3)

 6,000

 6,000

 All
 Other Fees (4)

 -

 -

 Total

 $
 85,000

 $
 53,325

 (1)
This category consists of fees for professional services rendered by our principal independent registered public accountants for the
audit of our annual financial statements, review of financial statements included in our quarterly reports and services that are normally
provided by the independent registered public accounting firms in connection with statutory and regulatory filings or engagements for
those fiscal years.

 (2)
This category consists of fees for assurance and related services by our independent registered public accountant that are reasonably
related to the performance of the audit or review of our financial statements and are not reported above under "Audit Fees."
The services for the fees disclosed under this category include consultations concerning financial accounting and reporting standards.

 (3)
This category consists of fees for professional services rendered by our independent registered public accountant for tax compliance,
tax advice, and tax planning.

 (4)
This category consists of fees for services provided by our independent registered public accountants other than the services described
above.

 All
of the professional services rendered by principal accountants for the audit of our annual financial statements that are normally provided
by the accountant in connection with statutory and regulatory filings or engagements for last two fiscal years were approved by our board
of directors.

 All
above audit services were pre-approved by the Board of Directors for the fiscal years ended December 31, 2023 and 2022.

 Holding
Foreign Companies Accountable Act (HFCAA)

 Our
common stock may be prohibited from trading on a national exchange or "over-the-counter" markets under the HFCAA if the PCAOB
determines it is unable to inspect or investigate completely our auditors for three consecutive years beginning in 2021. Furthermore,
on June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act ("AHFCAA"), which, if
signed into law, would amend the HFCAA and require the SEC to prohibit an issuer's securities from trading on any U.S. stock exchanges
if its auditor is not subject to PCAOB inspections for two consecutive years instead of three consecutive years.

 Pursuant
to the HFCAA, the PCAOB issued a Determination Report on December 16, 2021 which found that the PCAOB is unable to inspect or investigate
completely registered public accounting firms headquartered in: (1) mainland China and (2) Hong Kong. In addition, the PCAOB's
report identified the specific registered public accounting firms which are subject to these determinations.

 Our
auditor, Enrome LLP, is headquartered in Singapore, and can be inspected by the PCAOB on a regular basis. Enrome LLP is a firm
registered with the PCAOB and is required by the laws of the U.S. to undergo regular inspections by the PCAOB to assess its
compliance with the laws of the U.S. and professional standards. Enrome LLP is subjected to PCAOB inspections, and is not among
the PCAOB-registered public accounting firms headquartered in the PRC or Hong Kong that are subject to PCAOB's determination
on December 16, 2021 of having been unable to inspect or investigate completely.

 Notwithstanding
the foregoing, in the future, if it is determined that the PCAOB is unable to inspect or investigate our auditor completely, or if there
is any regulatory change or step taken by PRC regulators that does not permit Enrome LLP to provide audit documentations located in China
or Hong Kong to the PCAOB for inspection or investigation, or the PCAOB expands the scope of the Determination so that we are subject
to the HFCAA, as the same may be amended, you may be deprived of the benefits of such inspection. Any audit reports not issued by auditors
that are completely inspected or investigated by the PCAOB, or a lack of PCAOB inspections of audit work undertaken in China that prevents
the PCAOB from regularly evaluating our auditors' audits and their quality control procedures, could result in a lack of assurance
that our financial statements and disclosures are adequate and accurate. which could result in limitation or restriction to our access
to the U.S. capital markets and trading of our securities, including trading on the national exchange and trading on "over-the-counter"
markets, may be prohibited under the HFCAA. See "Risk Factors — Our shares may be delisted under the Holding Foreign Companies
Accountable Act if the PCAOB is unable to inspect our auditors for three consecutive years beginning in 2021, or for two consecutive
years if the Accelerating Holding Foreign Companies Accountable Act becomes law; and the delisting of our shares, or the threat of their
being delisted, may materially and adversely affect the value of your investment" and "Risk Factors — Newly
enacted Holding Foreign Companies Accountable Act, recent regulatory actions taken by the SEC and the Public Company Accounting Oversight
Board, and proposed rule changes submitted by Nasdaq calling for additional and more stringent criteria to be applied to China-based
public companies could add uncertainties to our capital raising activities and compliance costs" for more information.

 PART
IV

 ITEM
15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 (a)
Financial Statements

 The
financial statements as listed in the accompanying "Index to Financial Statements" as filed as part of this Annual Report
on Form 10-K.

 All
financial statements schedules have been omitted, since the required information is not applicable or is not present in amounts sufficient
to require submission of the schedule, or because the information required is included in the financial statements and notes thereto
included in this Form 10-K.

 (b)
Exhibits

 The
following exhibits are filed or "furnished" herewith:

 3.1

 Articles
 of Incorporation**

 3.2

 Bylaws**

 10.1A

 Call option agreement amendment no.1

 10.2A

 Shareholders' voting rights proxy agreement amendment no.1

 10.3A

 Management services agreement amendment no.1

 10.4A

 Equity pledge agreement amendment no.1

 10.5A

 Loan agreement amendment no.1

 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 financial officer*

 32.1

 Section
 1350 Certification of principal executive officer*

 32.2

 Section
 1350 Certification of principal financial officer*

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 Cover

 *
Filed herewith.

 **
As filed in the Registrant's Registration Statement on Form S-1 Amendment No.3 (File No. 333-228681) on May 3, 2019.

 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.

 (Name
 of Registrant)

 Date:
 April 8, 2024

 By:

 /s/
 Tan, Xiaohao

 Title:

 Chief
 Executive Officer, President, Secretary, Treasurer, and Director

 Date:
 April 8, 2024

 By:

 /s/
 Yang, Xin

 Title:

 Chief
 Financial Officer

TO FINANCIAL STATEMENTS

 Page

 Financial
 Statements

 Report
 of Independent Registered Public Accounting Firm (PCAOB ID: 6907)

 Report
 of Independent Registered Public Accounting Firm (PCAOB ID: 5854)

 Consolidated
 Balance Sheets

 Consolidated
 Statements of Operations and Comprehensive Income

 Consolidated
 Statements of Changes in Stockholders' Deficit

 Consolidated
 Statements of Cash Flows

 Notes
 to Consolidated Financial Statements

 – F-18

 F- 1

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To:
The Board of Directors and Stockholders of

Limited

 Opinion
on the Financial Statements

 We
have audited the accompanying consolidated balance sheets of Ezagoo Limited and its subsidiaries (the "Company") as of December
31, 2023, the related statements of operations and comprehensive loss, stockholders' deficit, and cash flows for the years then
ended, and the related notes (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated
financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the
results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in
the United States of America ("U.S. GAAP").

 Going
Concern Matter

 The
accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed
in Note 2 to the consolidated financial statements, the Company has an accumulated deficit of $4,738,914, net current liabilities of $3,153,392, negative operating cashflows of $1,104,350 and operated a net loss of $907,126
that raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are
also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of
this uncertainty.

 Basis
for Opinion

 These
consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an
opinion on the Company's consolidated financial statements based on our audit. We are a public accounting firm registered with
the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect
to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and
Exchange Commission and the PCAOB.

 We
conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part
of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing
an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement, whether due to error or fraud, and performing
procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures
in the consolidated financial statements.

 Our
audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our
opinion.

 /s/
 Enrome LLP

 We
have served as the Company's auditor since 2024.

 Singapore

 April
8, 2024

 F- 2

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To:
The Board of Directors and Stockholders of

Limited

 Opinion
on the Consolidated Financial Statements

 We
have audited the accompanying consolidated balance sheets of Ezagoo Limited and its subsidiaries (the "Company") as of
December 31, 2022 and 2021, the related statements of operations and comprehensive loss, stockholders' deficit, and cash flows
for the years then ended, and the related notes (collectively referred to as the "consolidated financial statements").
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the
Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for the years then ended, in
conformity with accounting principles generally accepted in the United States.

 Going
Concern Matter

 The
accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed
in Note 2 to the consolidated financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency
that raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are
also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of
this uncertainty.

 Basis
for Opinion

 These
consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion
on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting
Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with
the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part
of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing
an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement, whether due to error or fraud, and performing
procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures
in the consolidated financial statements.

 Our
audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the
overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

 Critical
Audit Matters

 Critical
audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or required
to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial
statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit
matters.

 /s/
 TAAD LLP

 We
have served as the Company's auditor since 2018.

 Diamond
Bar, California

 June
7, 2023

 F- 3

 CONSOLIDATED
BALANCE SHEETS

 AS
OF DECEMBER 31, 2023 AND 2022

 2023

 2022

 ASSETS

 CURRENT ASSETS

 Cash and cash
 equivalents

 $
 266,542

 $
 454,980

 Amount due from related
 parties

 Deposits, prepayments and
 other receivables

 28,763

 43,066

 Income
 tax receivables

 2,073

 3,859

 Total current assets

 297,519

 502,591

 NON-CURRENT ASSETS

 Property, plant and equipment,
 net

 -

 1,124

 Operating lease right-of-use
 assets

 -

 181,520

 lease right-of-use assets, related party

 -

 lease right-of-use assets

 -

 Total non-current assets

 182,644

 TOTAL
 ASSETS

 $
 319,122

 $
 685,235

 LIABILITIES AND STOCKHOLDERS'
 DEFICIT

 CURRENT LIABILITIES

 Accounts payable

 $
 13,527

 $
 20,594

 Accrual, other payable
 and deposits received

 172,718

 411,411

 Amount due to director

 27,577

 27,584

 Amount due to related parties

 3,215,486

 2,342,816

 Deferred revenue

 -

 2,837

 Operating lease liabilities-current

 -

 156,015

 lease liabilities, related party-current

 -

 lease liabilities-current

 -

 Total current liabilities

 3,450,911

 2,961,257

 TOTAL
 LIABILITIES

 3,450,911

 2,961,257

 STOCKHOLDERS' DEFICIT

 Preferred stock, $ 0.0001
 par value, 200,000,000 shares authorized, None issued and outstanding

 -

 -

 Common stock, $ 0.0001 par value, 600,000,000
 shares authorized, 119,956,826 shares issued and outstanding as of December 31, 2023 and 2022, respectively

 Additional paid-in capital

 1,469,166

 1,467,490

 Accumulated other comprehensive
 loss

 125,963

 76,280

 Accumulated
 deficit

 ( 4,738,914
)

 ( 3,831,788
)

 TOTAL
 STOCKHOLDERS' DEFICIT

 ( 3,131,789
)

 ( 2,276,022
)

 TOTAL
 LIABILITIES AND STOCKHOLDERS' DEFICIT

 $
 319,122

 $
 685,235

 See
accompanying notes to the consolidated financial statements.

 F- 4

 CONSOLIDATED
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

 FOR

 For

 2023

 2022

 REVENUE

 $

 $

 Related party

 -

 Non-related
 party

 166,396

 286,045

 Total Revenue

 166,396

 286,054

 COSTS AND EXPENSES

 Cost of revenue for short
 video produce costs, related party

 -

 ( 5,334
)

 Cost of revenue for costs
 of goods sold and sales commission

 ( 108,720
)

 ( 44,661
)

 Cost of revenue for salaries
 and related expenses

 ( 156,758
)

 ( 196,970
)

 Sales and marketing expenses

 ( 112,409
)

 ( 136,186
)

 General
 and administrative expenses

 ( 697,525
)

 ( 1,076,379
)

 TOTAL COSTS AND EXPENSES

 ( 1,075,412
)

 ( 1,459,530
)

 OPERATING LOSS

 ( 909,016
)

 ( 1,173,476
)

 OTHER INCOME (EXPENSES)

 Other income

 1,979

 7,046

 Other expenses

 ( 89
)

 ( 16
)

 Imputed
 interest expenses

 -

 ( 82,583
)

 TOTAL OTHER INCOME (EXPENSES)

 1,890

 ( 75,553
)

 LOSS BEFORE INCOME TAX

)

 ( 1,249,029
)

 INCOME TAX EXPENSE

 -

 ( 4,579
)

 NET LOSS

 $
)

 $
 ( 1,253,608
)

 Other comprehensive income:

 Foreign
 exchange adjustment

 49,683

 183,783

 COMPREHENSIVE LOSS

 $
 ( 857,443
)

 $
 ( 1,069,825
)

 Net income (loss) per
 share - Basic and diluted

 $
 ( 0.01
)

 $
 ( 0.01
)

 Weighted average number
 of common shares outstanding – Basic and diluted

 See
accompanying notes to the consolidated financial statements.

 F- 5

 CONSOLIDATED
STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

 FOR

 Number
 of shares

 Amount

 PAID-IN
 CAPITAL

 COMPREHENSIVE
 INCOME

 ACCUMULATED
 DEFICIT

 STOCKHOLDER
 S' DEFICIT

 COMMON
 STOCK

 ADDITIONAL

 ACCUMULATED

 OTHER

 TOTAL

 Number
 of shares

 Amount

 PAID-IN
 CAPITAL

 COMPREHENSIVE
 INCOME

 ACCUMULATED
 DEFICIT

 STOCKHOLDER
 S' DEFICIT

 Balance as of December 31, 2021

 $

 $
 1,384,907

 $
 ( 107,503
)

 $
 ( 2,578,180
)

 $
 ( 1,288,780
)

 Imputed interests of year 2022

 -

 -

 82,583

 -

 -

 82,583

 Net loss

 -

 -

 -

 -

 ( 1,253,608
)

 ( 1,253,608
)

 Accumulated other comprehensive
 income

 -

 -

 -

 183,783

 -

 183,783

 Balance as of December 31, 2022

 $

 $
 1,467,490

 $
 76,280

 $
 ( 3,831,788
)

 $
 ( 2,276,022
)

 Balance

 $

 $
 1,467,490

 $
 76,280

 $
 ( 3,831,788
)

 $
 ( 2,276,022
)

 Additional paid in capital of August 2019 that
 reclassified from other payables

 -

 -

 1,676

 -

 -

 1,676

 Net loss

 -

 -

 -

 -

)

)

 Net income (loss)

 -

 -

 -

 -

)

)

 Accumulated other comprehensive
 income

 -

 -

 -

 49,683

 -

 49,683

 Balance as of December 31, 2023

 $

 $
 1,469,166

 $
 125,963

 $
 ( 4,738,914
)

 $
 ( 3,131,789
)

 Balance

 $

 $
 1,469,166

 $
 125,963

 $
 ( 4,738,914
)

 $
 ( 3,131,789
)

 See
accompanying notes to consolidated financial statements.

 F- 6

 CONSOLIDATED
STATEMENTS OF CASH FLOWS

 FOR

expressed in United States Dollars ("US$")

 For

 2023

 2022

 CASH FLOWS FROM OPERATING
 ACTIVITIES:

 Net loss

 $
)

 $
 ( 1,253,608
)

 Adjustments to reconcile net loss to net cash
 used in operating activities

 Imputed interest expense

 -

 82,583

 Depreciation

 1,124

 10,200

 Changes in operating assets and liabilities:

 Deposit, prepayments, and
 other receivables

 13,208

 15,488

 Accounts payable

 ( 6,545
)

 ( 5,904
)

 Accrual and other payable

 ( 185,561
)

 133,531

 Receipts in advance

 ( 43,929
)

 48,664

 Deferred revenue

 ( 2,771
)

 ( 102,326
)

 Income tax payable

 1,745

 ( 25,255
)

 Operating lease right-of-use
 assets

 181,520

 169,464

 Operating lease right-of-use
 assets, related party

 -

 Operating lease liabilities

 ( 156,015
)

 ( 198,529
)

 lease liabilities, related party

 ( 21,603
)

 -

 Net
 cash used in operating activities

 ( 1,104,350
)

 ( 1,125,692
)

 CASH FLOWS FROM FINANCING
 ACTIVITIES:

 Proceeds from related parties

 -

 312,348

 Funds advanced from related
 parties

 937,934

 695,276

 Repayment
 to director

 -

 Net
 cash provided by financing activities

 938,281

 1,007,624

 Effect of exchange rate
 changes on cash and cash equivalents

 ( 22,369
)

 13,929

 Net change in cash and cash equivalents

 ( 188,438
)

 ( 104,139
)

 Cash and cash equivalents,
 beginning of year

 454,980

 559,119

 CASH
 AND CASH EQUIVALENTS, END OF YEAR

 $
 266,542

 $
 454,980

 SUPPLEMENTAL CASH FLOWS
 INFORMATION

 Income
 taxes paid

 $
 -

 $
 25,927

 Interest
 paid

 $
 -

 $
 -

 NON-CASH INVESTING AND FINANCING ACTIVITIES:

 Right-of-use
 asset exchanged for lease liability

 $
 42,438

 $
 -

 See
accompanying notes to the consolidated financial statements.

 F- 7

 NOTES

 FOR

 1.
 ORGANIZATION AND BUSINESS BACKGROUND

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

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

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

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

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

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

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

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

 On
July 20, 2018, Changsha Ezagoo Technology Limited, the Hong Kong Company, also referred to herein as "CETL", entered into
and consummated an agreement with Beijing Ezagoo Industrial Development Group Holding Limited (formerly known as Beijing Ezagoo Shopping
Holding Limited), also referred to herein as "BEID" (instead of "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 herein as "BEZL" (formerly known as Hunan Ezagoo Zhicheng Internet Technology
Limited), a Chinese, "PRC" Company, from RFLL and BEID (formerly known as BESH). These equity interests would make up 100 %
of the equity interests of Beijing Ezagoo Zhicheng Internet Technology Limited (formerly known as Hunan Ezagoo Zhicheng Internet Technology
Limited). Beijing Ezagoo Zhicheng Internet Technology Limited (formerly known as Hunan 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.

 On
July 20, 2018, CETL entered into and consummated an agreement with BEID (formerly known as BESH) and RFLL whereas BEID (formerly known
as 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 (formerly known as Hunan 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 herein as "BEZL"
(formerly known as Hunan 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.

 On
July 20, 2018, CETL entered into and consummated an agreement with BEID (formerly known as BESH) and RFLL whereas BEID (formerly known
as BESH) and RFLL have engaged CETL to provide management, financial, and other business services to Beijing Ezagoo Zhicheng Internet
Technology Limited herein as "BEZL" (formerly known as Hunan Ezagoo Zhicheng Internet Technology Limited). CETL is to be
compensated with 100 %
of all profits generated by Hunan Ezagoo Zhicheng Internet Technology Limited. This Agreement is effective as of July
20, 2018 and
will continue in effect for a period of ten ( 10)
years (the "Initial Term"), and for succeeding periods of the same duration (each, "Subsequent Term"), until
terminated by one of the following means either during the Initial Term or thereafter: Mutual Consent, Termination by CETL, Breach or
Insolvency. Beijing Ezagoo Zhicheng Internet Technology
Limited (formerly known as Hunan Ezagoo Zhicheng Internet Technology Limited) is considered to be a variable interest entity to Changsha
Ezagoo Technology Limited, and therefore a VIE of the issuer, Ezagoo Limited, a Nevada Company.

 On
July 20, 2018, CETL entered into and consummated an agreement with BEID (formerly known as BESH) and RFLL whereas BEID (formerly
known as BESH) and RFLL have pledged their equity interests in Beijing Ezagoo Zhicheng Internet Technology Limited (formerly known as
Hunan 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 BEID (formerly known as BESH) and RFLL wherein CETL will loan the amount of approximately
CNY$ 100,000
 (Chinese Yuan) to BESH and RFLL, all of which
shall be used for the benefit of Beijing Ezagoo Zhicheng Internet Technology Limited herein as "BEZL" (formerly known as
Hunan Ezagoo Zhicheng Internet Technology Limited). The total amount of the loan is due on, or before, December
31, 2018.

 Beijing
Ezagoo Zhicheng Internet Technology Limited herein as "BEZL" (formerly known as Hunan Ezagoo Zhicheng Internet
Technology Limited) is the Company through which we operate, and which shares our business plan to provide video advertising on
buses & the Mobile APP.

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

 On January 18, 2021, RFLL, one of the Equity
owners of BEZL, had transferred their 20 %
equity of BEZL, including the rights and duties of the five agreements mentioned above that CETL entered and consummated with BEID and them,
 were transferred to and inherited by, Hunan Wangcheng Xingyi Industrial Development
Co., Ltd. (herein as "WCXYID", which the Company is 100 %
owned by Mr. Tan, Xiaohao). Therefore, on January 18, 2021, CETL entered and consummated the Call Option Agreement Amendment No.1 (exhibit 10.1A)
with BEID and WCXYID, the Shareholder Voting Rights Proxy Agreement Amendment No.1 (exhibit 10.2A) with BEID and WCXYID, the Management
Services Agreement Amendment No.1 (exhibit 10.3A) with BEZL, the Equity Pledge Agreement Amendment No.1 (exhibit 10.4A) with BEID and
WCXYID, and the Loan Agreement Amendment No.1 (exhibit 10.5A) with BEID and WCXYID.

 On
March 3, 2021, the Company incorporated a branch company of Beijing Ezagoo Zhicheng Internet Technology Limited, named Changsha branch
of Beijing Ezagoo Zhicheng Internet Technology Limited, the reason to continue the operating in Changsha is we had adapted to the business
environment and adjusted business strategy.

 On
August 28, 2023, the existing officer resigned immediately. Accordingly, Mr. Xin Yang, serving as an officer, ceased to be the Company's
Chief Financial Officer. On the effective date, Ms. Yibo Li consented to act as the new Chief Financial Officer of the Company.

LIMITED and its subsidiaries are hereinafter referred to as the "Company".

 F- 8

 NOTES

 FOR

 2.
 GOING CONCERN UNCERTAINTIES

 As
of December 31, 2023, the Company suffered an accumulated deficit of $ 4,738,914
 and operated a net loss of $ 907,126.
The continuation of the Company as a going concern through December 31, 2023 is dependent upon improving the profitability and the fund support is provided by the company's CEO, Tan Xiaohao, who is the
largest shareholder of the company. The Amount due to director is payable to Tan Xiaohao. The Amount due to related party J is also the
largest payable related party, which is also a holding company of Tan Xiaohao. Because we believe that Tan Xiaohao has the ability to
provide financial support. 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.

 3.
 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

 Use of estimates

 In
preparing these 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.

 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:

 SCHEDULE OF FOREIGN CURRENCY TRANSLATION OF EXCHANGE RATES

 2023

 2022

 As
 of and for the
 year ended
 December 31,

 2023

 2022

 Period-end RMB: US$1 exchange rate

 7.10

 6.91

 Period-average RMB: US$1 exchange rate

 7.08

 6.73

 Period-end HK$: US$1 exchange rate

 7.81

 7.81

 Period-average HK$: US$1 exchange rate

 7.83

 7.83

 Foreign exchange rate

 7.83

 7.83

 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.

 Account receivable

 Account
receivable are stated at the customer obligations due under normal trade terms net of allowance for doubtful accounts.

 F- 9

 NOTES

 FOR

 Property, plant and equipment

 Property,
plant and equipment are carried at cost less accumulated depreciation. Depreciation is provided over their estimated useful lives, using
the straight-line method. Estimated useful lives of the property and equipment are as follows:

 SCHEDULE OF PLANT AND EQUIPMENT EXPECTED USEFUL LIVES

 Office
 equipment

 3 - 5
 years

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

 Lease

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

 The
Company has assessed its contracts and concluded that its leases consist of only operating leases. Operating leases are included in operating
lease right-of-use (ROU) assets, current portion of operating lease liabilities, and operating lease liabilities in the Company's
consolidated balance sheets.

 ROU
assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's
obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date
based on the present value of lease payments over the lease term. As most of the Company's leases do not provide an implicit rate,
the Company determines an incremental borrowing rate based on the information available at commencement date in determining the present
value of lease payments. The Company's incremental borrowing rate is a hypothetical rate based on its understanding of what its
credit rating would be. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Lease expense
for lease payments is recognized on a straight-line basis over the lease term.

 Revenue recognition

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

 1.

 Identify
 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 services and goods after signing of the contract and provide appropriate advertisement materials, and
 the delivery address & contact information of the e-commerce order to the Company, the Company shall ensure the provided service
 and delivered goods of the Customer according to the contract terms.

 F- 10

 NOTES

 FOR

 3.

 Determine
 the transaction price;

 a.

 For
 the e-commerce 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, 2023 and 2022.

 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.

 is recognized when the advertising service is performed. According to the sample advertising and e-commerce contract, upon obtaining
 the signed contract and order from the Customer, the service and goods' period would be started. Therefore, the revenue is
 recognized when the service and goods are completely provided and delivered at that point in time.

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

 During
the year 2023, 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 (, HK02013) ("trading income"), and providing
e-commerce value-added service in LSM WeChat Application which is also subscribed from Weimob (, HK02013)
("commission income", that the Company only generated income till March 2023 now, as the Customer is updating they're
products line since April 2023 and they plan to launch their new products during January 2024).

 Cost of revenues

 Cost
of revenue includes costs of goods sold and sales commissions expenses of e-commerce trading in ZCZX, production costs of short video
advertisement, the operating salaries for the staffs who running the ZCZX and LSM, and online cloud and database expenses for e-commerce
storage use on ZCZX and LSM.

 Value-added taxes

is recognized net of value-added taxes ("VAT"). The VAT is based on gross sales price and VAT rates applicable to the Company
is 13 % of e-commerce trading income and 6 % of commission income for the years ended December 31, 2023 and 2022. All of the VAT returns
filed by the Company's subsidiaries in the PRC, have been and remain subject to examination by the PRC tax authorities for five
years from the date of filing. VAT payables are included in accrued liabilities.

 Income taxes

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

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

 F- 11

 NOTES

 FOR

 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 2023 and 2022 that have an anti-dilutive effect (i.e. those that increase income per share or decrease
loss per share) are excluded from the calculation of diluted EPS.

 Commitments and contingencies

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

 Related party transaction

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

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

 Recent accounting pronouncements

 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.

 4.
 PROPERTY, PLANT AND EQUIPMENT

 SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT

 2023

 2022

 As

 2023

 2022

 Office equipment

 $
 42,332

 $
 42,332

 Less: Accumulated depreciation

 ( 42,332
)

 ( 41,208
)

 Property, plant and
 equipment, net

 $
 -

 $
 1,124

 Depreciation
expense, classified as operating expenses, was $ 1,124 and $ 10,200 for the twelve months ended December 31, 2023 and 2022, respectively.

 F- 12

 NOTES

 FOR

 5.
 AMOUNT DUE FROM RELATED PARTIES

OF DUE FROM RELATED PARTY

 2023

 2022

 As

 2023

 2022

 Related party I

 $

 $
 -

 Related party Q

 -

 Total amount due from
 related parties

 $

 $

 The
related party I, Hunan Bright Lionrock Mountain Resort Limited. It's owns by related party J, Beijing Ezagoo Industrial Development
Group Holding Limited, and related party G, Hunan Kuaile Motors Camping Site Investment Development Ltd. with equity of 80 % and 20 %,
respectively. As of December 31, 2023 and 2022, the amount due from them are $ 141 and $ 0, respectively. It was rent deposit to the related
party with the lease period ended August 1, 2024.

 The
amount due from related party Q, Grand Progressive Holdings Limited, is 100 % owns by GP Brightlight Foundation (that is 100 % owns by
Mr. Xiaohao Tan), and it's also a shareholder of the Company. As of December 31, 2023 and 2022, the amount due from them are $ 0
and $ 686, respectively.

 6.
 DEPOSITS, PREPAYMENTS AND OTHER RECEIVABLES

 Deposits,
prepayments and other receivables consisted of the following:

 SCHEDULE OF DEPOSITS, PREPAYMENTS AND OTHER RECEIVABLES

 2023

 2022

 As

 2023

 2022

 Prepayments

 $
 28,763

 $
 43,066

 Total deposits, prepayments
 and other receivables

 $
 28,763

 $
 43,066

 As
of December 31, 2023, the balance $ 28,763 represented outstanding prepaid expenses which included consultancy expenses, and related costs.
As of December 31, 2022, the balance $ 43,066 represented an outstanding prepayment which included rent prepayment, and related costs.

 7.
 ACCOUNTS PAYABLE

 Accounts
payable consisted of the following:

 SCHEDULE OF ACCOUNT PAYABLE

 2023

 2022

 As

 2023

 2022

 Accounts
 payable

 $
 13,527

 $
 20,594

 Total

 $
 13,527

 $
 20,594

 As
of December 31, 2023 and 2022, our accounts payable were $ 13,527 and $ 20,594, respectively, that mainly payables to ZXZC's e-commence
vendors.

 8.
 ACCRUAL, OTHER PAYABLE AND DEPOSITS RECEIVED

 Accrual,
other payable and deposits received consisted of the following:

 SCHEDULE OF ACCRUED EXPENSES, OTHER PAYABLE AND DEPOSITS RECEIVED

 2023

 2022

 As

 2023

 2022

 Accrual

 $
 39,374

 $
 32,424

 Other payable

 78,108

 277,283

 Deposits received from
 customers

 55,236

 101,704

 Total other payable
 and accrued liabilities

 $
 172,718

 $
 411,411

 Accrual
includes the audit fee & other accrued expenses. Other payable include the PRC taxes payable and salaries payable. Deposits received
from customers are advertisement service and e-commerce trading fee paid in advance by customers.

 9.
 DEFERRED REVENUE

OF DEFERRED REVENUE

 2023

 2022

 As

 2023

 2022

 Deferred
 revenue

 $
 -

 $
 2,837

 Total deferred revenue

 $
 -

 $
 2,837

 As
of December 31, 2023 and 2022, our deferred revenue are $ 0 and $ 2,837, respectively.

 F- 13

 NOTES

 FOR

 10.
 AMOUNT DUE TO DIRECTOR

 For
the years ended December 31, 2023 and 2022, a director of the Company advanced $ 27,577 and $ 27,584 to the Company, which is unsecured,
interest-free with no fixed payment term, for working capital purpose.

 11.
 AMOUNT DUE TO RELATED PARTIES

 SCHEDULE OF DUE TO RELATED PARTIES

 2023

 2022

 As

 2023

 2022

 Amount due to related party B

 $
 354,921

 $
 215,520

 Amount due to related party C

 22,712

 23,330

 Amount due to related party D

 520,747

 242,630

 Amount due to related party E

 123,496

 124,850

 Amount due to related party G

 255,358

 262,309

 Amount due to related party H

 -

 7,486

 Amount due to related party I

 -

 2,461

 Amount due to related party J

 1,265,159

 772,898

 Amount due to related party K

 38,044

 39,079

 Amount due to related party L

 20,893

 20,893

 Amount due to related party M

 336,840

 345,049

 Amount due to related party N

 130,326

 135,321

 Amount due to related party O

 115,540

 118,684

 Amount due to related
 party P

 31,450

 32,306

 Total

 $
 3,215,486

 $
 2,342,816

 Amount due to related parties

 $
 3,215,486

 $
 2,342,816

party B is Changsha Boyi Zhicheng Management Consulting Co., Ltd. which is used be 100 %
owned by Chengfu Tan till April 7, 2023, who is Xiaohao Tan's father, and is now 100 % owns by their legal representative, Mr. Hui Du, but it's still significant influence by the
Company as of the date of this Report. For the years ended December 31, 2023 and 2022, related party B advanced
$ 354,921
and $ 215,520
to the Company as working capital and to pay administrative expenses, which is unsecured, interest-free with no fixed payment term,

party C is Ms. Weihong Wan, Assistant and Secretary of Mr. Xiaohao Tan. Ms. Weihong Wan is a shareholder and Legal Company
Representative of related party E, related party K and related party O. For the years
ended December 31, 2023 and 2022, related party C advanced $ 22,712
and $ 23,330
to the Company as working capital and to pay administrative expenses, which is unsecured, interest-free with no fixed payment term,

party D is Ms. Qianwen Zhang, the wife of Mr. Xiaohao Tan. Ms. Qianwen Zhang is also the Legal Company Representative of related party
G, Kuaile Motors Camping Site Investment Development Limited. For the years ended December 31, 2023 and 2022, related party D advanced
$ 520,747 and $ 242,630 to the Company as working capital, which is unsecured, interest-free with no fixed payment term, for working capital
purpose.

party E is Changsha Kexibeier E-commerce Limited, its Legal Company Representative is Ms. Weihong Wan. For the years ended December 31, 2023 and 2022, related party E advanced $ 123,496 and $ 124,850 to the Company as working
capital, which is unsecured, interest-free with no fixed payment term, for working capital purpose.

party G is Kuaile Motors Camping Site Investment Development Limited. Mr. Xiaohao Tan and his wife, Ms Qianwen Zhang owns
 86.95 % and 8 %
of its equity, respectively. For the years ended December 31, 2023 and 2022, related party G advanced $ 255,358
and $ 262,309
to the Company as working capital and to pay administrative expenses, which is unsecured, interest-free with no fixed payment term,

party H is Hunan Yijiaren Hotel Limited that is ceased on December 13, 2023, it's owns 90 %
and 10 %
by related party J and Ms. Qianwen Zhang, the wife of Mr. Xiaohao Tan,
respectively. For the years ended December 31, 2023 and 2022, related party H advanced $ 0
and $ 7,486
to the Company as working capital, which is unsecured, interest-free with no fixed payment term, for working capital
purpose.

 F- 14

 NOTES

 FOR

party I is Hunan Bright Lionrock Mountain Resort Limited. It's owns by related party J and related party G with equity of 80 % and 20 %, respectively.
For the years ended December 31, 2023 and 2022, the Company had rental expenses of $ 0 and $ 2,461 that due to related party I, respectively.

party J is Beijing Ezagoo Industrial Development Group Holding Limited. Its two main equity owners are related party N, and Mr. Xiaohao Tan with equity of 71.85 % and 21.42 %, respectively. For the years ended December
31, 2023 and 2022, related party J advanced $ 1,265,159 and $ 772,898 to the Company as working capital and to pay administrative expenses,
which is unsecured, interest-free with no fixed payment term, for working capital purpose.

party K is Ruiyin (Shenzhen) Financial Leasing Limited. Weihong Wan, Assistant and Secretary of Xiaohao Tan, is a Legal Company Representative
of related party K. For the years ended December 31, 2023 and 2022, related party K advanced $ 38,044 and $ 39,079 to the Company as working
capital and to pay administrative expenses, which is unsecured, interest-free with no fixed payment term, for working capital purpose.

party L is Ezagoo B&R (HongKong) Industry Development Group Limited, which is 100 % owns by Mr. Xiaohao Tan. For the years ended December
31, 2023 and 2022, related party L advanced $ 20,893 and $ 20,893 to the Company as working capital and to pay administrative expenses,
which is unsecured, interest-free with no fixed payment term, for working capital purpose.

party M is Hunan Ezagoo Film Co., Limited, which 85 % of its equity is owns by Mr. Xiaohao Tan. As of December 31, 2023 and 2022, the
Company has $ 336,840 and $ 345,049 previous years' advertising production cost payable to related party M, which is unsecured, interest-free
with no fixed payment term.

party N is Hunan Wancheng Xingyi Industrial Development Co., Limited, which is 100 % owns by Mr. Xiaohao Tan. As of December 31, 2023
and 2022, related party N advanced $ 130,326 and $ 135,321 to the Company as working capital and to pay administrative expenses, which
is unsecured, interest-free with no fixed payment term, for working capital purpose.

party O is Changsha Little Penguin Culture Communication Co., Limited (formerly known as Hunan Little Penguin Culture Communication
Co., Limited), which 95 %
and 5 %
of its equity is owns by related party J and Mr. Xiaohao Tan,
respectively. As of December 31, 2023 and 2022, related party N advanced $ 115,540
and $ 118,684
to the Company as working capital and to pay administrative expenses, which is unsecured, interest-free with no fixed payment term,

party P is Hunan Yuancheng Shengwang Marketing Co., Limited, which
 82 % of its equity is owns by Mr. Hui Du, the sole owner of related party B, instead of related party J since November 1,
2023, but it's still significant influence by the Company as of the date of this Report. As of December 31, 2023 and 2022,
related party P advanced $ 31,450
and $ 32,306
to the Company as working capital and to pay administrative expenses, which is unsecured, interest-free with no fixed payment term,

 SCHEDULE OF DISCLOSURE OF RELATED PARTIES TRANSACTIONS

 2023

 2022

 Disclosure of related parties' transactions

 For

 2023

 2022

 Imputed interest expenses to director

 $
 -

 $
 1,222

 Imputed interest expenses to related parties

 -

 85,431

 Imputed interest income
 from related parties

 -

 ( 4,070
)

 Total
 imputed interest expenses, net

 $
 -

 $
 82,583

 Commission income, related
 parties

 $
 -

 $

 Cost of revenue, related
 parties

 $
 -

 $
 5,334

 Office rental fee

 $
 24,032

 $
 2,527

 F- 15

 NOTES

 FOR

 12.
 INCOME TAXES

 For
the years ended December 31, 2023 and 2022, the local (United States) and foreign components of income (loss) before income taxes were
comprised of the following:

OF LOCAL AND FOREIGN COMPONENTS OF INCOME (LOSS) BEFORE INCOME TAXES

 For

 2023

 2022

 Tax jurisdictions from:

 $

 $

 - Local

 ( 135,274
)

 ( 62,192
)

 - Foreign, representing

 Seychelles

 -

 -

 Hong Kong

 ( 78
)

 ( 3,848
)

 China

 ( 771,774
)

 ( 1,182,989
)

 Income (loss) before
 income tax

 $
)

 $
 ( 1,249,029
)

 The
provision for income taxes consisted of the following:

OF PROVISION FOR INCOME TAXES

 For

 2023

 2022

 Current:

 $

 $

 - Local

 -

 4,579

 - Foreign

 -

 -

 Deferred:

 - Local

 -

 -

 - Foreign

 -

 -

 Income tax expense

 $
 -

 $
 4,579

 Effective
and Statutory Rate Reconciliation

 The
following table summarizes a reconciliation of the Company's blended statutory income tax rate to the Company's effective
tax rate as a percentage of income from continuing operations before taxes:

OF EFFECTIVE INCOME TAX RATE RECONCILIATION

 2023

 2022

 For
 the year ended
 December 31,

 2023

 2022

 Statutory tax rate:

 21.0
 %

 21.0
 %

 Change in income tax
 valuation allowance

 ( 21.5
)%

 ( 28.4
)%

 Effective tax rate

 ( 0.5
)%

 ( 7.4
)%

 The
effective tax rate in the periods presented is the result of the mix of income earned in various tax jurisdictions that apply a broad
range of income tax rates. the Company has subsidiaries that operate in various countries: United States, Seychelles, Hong Kong and China
that are subject to taxes in the jurisdictions in which they operate, as follows:

 United
States of America

 The
Company is registered in the State of Nevada and is subject to the tax laws of the United States of America and the tax rate is 21 %.

 The
Tax Cut and Jobs Act (TCJA) enacted in late 2017 added rules that require the US parent company to include in income certain low taxed
income. The company is subject to the these so called GILTI (Global Intangible Low-taxed Income) rules due to their presence in the China,
Hong Kong and the Seychelles. The GILTI tax has been properly reflected in their tax provision calculation for the year ended December
31, 2023.

 F- 16

 NOTES

 FOR

 Seychelles

 Under
the current laws of the Seychelles, Ezagoo Holding Limited is registered as an international business company which governs by the International
Business Companies Act of Seychelles and there is no income tax charged in Seychelles.

 Hong
Kong

 From
the year of assessment of 2018/19 onwards, Hong Kong profit tax rate are 8.25% on assessable profits up to HK$2,000,000 (approximately
$255,428), and 16.5% on any part of assessable profits over HK$2,000,000. For the years ended December 31, 2023 and 2022, the Company
did not have any assessable profits arising in or derived from Hong Kong, therefore no provision for Hong Kong profits tax was made in
the year.

 People's
Republic of China

 Changsha
Ezagoo Technology Limited, Beijing Ezagoo Zhicheng Internet Technology Limited and its Changsha Branch company are operating in the People's
Republic of China ("PRC") subject to the Corporate Income Tax governed by the Income Tax Law of the People's Republic
of China with a unified statutory income tax rate of 25 %. For the years ended December 31, 2023 and 2022, the Company did not have any
assessable profits arising in or derived from PRC, therefore no provision for PRC income tax was made in the year.

OF DEFERRED TAX ASSETS

 2023

 2022

 As

 2023

 2022

 Deferred tax assets:

 $

 $

 Net operating loss carryforwards

 – United States of America

 41,421

 13,060

 – Hong Kong

 ( 4,282
)

 4,821

 – The PRC

 1,036,117

 889,891

 Deferred tax assets: Net operating loss carryforwards

 1,073,256

 907,772

 Less: valuation allowance

 ( 1,073,256
)

 ( 907,722
)

 Deferred tax assets

 $
 -

 $
 -

 13.
 OPERATING LEASE

 The
Company has three operating lease agreement for the office space, the first one is in Changsha, Hunan China with remaining lease term
of 2 years, the second is in Beijing China with remaining lease term of 1 year, the third is in Changsha, Hunan China with remaining
lease term of 0.58 year. A lease with an initial term of 12 months or less are not recorded on the balance sheet. The Company accounts
for the lease and non-lease components of its leases as a single lease component. Lease expense is recognized on a straight-line basis
over the lease term.

 The
details lease terms are shown as followings:

 SCHEDULE OF DETAILS OF LEASE TERM

 Lease
 agreement

 Expiry
 Date

 Original
 Lease Term

 The
 Remaining Lease Term

 1 st
 Changsha office rent, related party

 Dec
 31, 2024

 years

 year

 2 nd
 Beijing office rent, related party

 Dec
 31, 2024

 year

 year

 3 rd
 Changsha office rent, related party

 Aug
 1, 2024

 year

 0.58
 year

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.

 F- 17

 NOTES

 FOR

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

 (a)
Rent expenses

 For
the years ended December 31, 2023 and 2022, the Company has incurred rent expenses solely for the office premises on a monthly basis
as follows:

 SCHEDULE OF LEASE COST AND OTHER INFORMATION RELATED TO OPERATING LEASES

 2023

 2022

 As

 2023

 2022

 Lease Cost (included in general
 and administration in the Company's audited statement of operations)

 -

 Operating lease cost, related party

 $
 21,735

 $
 -

 Operating lease cost,
 non-related party

 157,444

 180,579

 Operating lease cost

 $
 179,179

 $
 180,579

 Other Information

 Cash paid for amounts included in the measurement
 of lease liabilities for the year, related party

 $
 22,194

 $
 -

 Cash paid for amounts
 included in the measurement of lease liabilities for the year, non-related party

 155,643

 185,835

 Cash paid for amounts
 included in the measurement of lease liabilities

 $
 177,837

 $
 185,835

 Weighted average remaining lease term, related
 party (in years)

 1.00

 -

 Weighted average remaining lease term, non-related
 party (in years)

 -

 0.92

 Average discount rate – operating leases

 4.35
 %

 4.35
 %

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

 SCHEDULE OF SUPPLEMENTAL BALANCE SHEET INFORMATION RELATED TO LEASES

 Operating leases

 Operating right-of-use assets,
 related party

 $

 $
 -

 Operating right-of-use
 assets, non-related party

 -

 181,520

 Total operating right-of-use
 assets

 $

 $
 181,520

 Operating lease liabilities, related party
 - current portion

 $

 $
 -

 Operating lease liabilities, non-related party
 - current portion

 -

 156,015

 Operating lease liabilities, current
 portion

 -

 156,015

 Operating lease liabilities, related party
 - non-current portion

 -

 -

 Operating lease liabilities,
 non-related party - non-current portion

 -

 -

 Operating lease liabilities,
 non-current portion

 -

 -

 Total operating lease
 liabilities

 $

 $
 156,015

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

 SCHEDULE OF MATURITIES OF LEASE LIABILITIES

 Period ending
 December 31,

 2024

 $
 22,115

 Total lease payments

 22,115

 Less: Imputed interest/present value discount

 ( 512
)

 Present value of lease liabilities

 $

 Lease
expenses were $ 179,179 and $ 180,579 during the year ended December 31, 2023 and 2022, respectively.

 14.
 COMMON STOCK

 As
of December 31, 2023 and 2022, the Company has 119,956,826 shares issued and outstanding. There are no shares of preferred stock issued
and outstanding.

 15.
 ADDITIONAL PAID-IN CAPITAL – CAPITAL CONTRIBUTION

 As
of December 31, 2023 and 2022, the Company has a total additional paid-in capital - capital contribution balance of $ 1,469,166 and $ 1,467,490,
respectively.

 16.
 CONCENTRATION OF CREDIT RISK

 Financial
instruments, which potentially the Company to concentrations of credit risk, consist primarily of cash. The Company minimizes the concentration
of credit risk associated with its cash by maintaining its cash with high-quality insured financial institutions. However, cash balances
in excess of Chinese government (Deposit insurance regulations, effective from May 1, 2015) insured limit of RMB 500,000 (approximately
of $ 70,451) are at risk. As of December 31, 2023 and 2022, the Company had cash and cash equivalents of $ 266,542 and $ 454,980, with $ 9,814
and $ 65,322 was not insured, respectively. The cash that not insured are deposits in non-traditional bank accounts or financial institutions.

 17.
 SUBSEQUENT EVENTS

 In
accordance with ASC Topic 855, "Subsequent Events", which establishes general standards of accounting for and disclosure
of events that occur after the balance sheet date but before consolidated financial statements are issued, the Company has evaluated
all events or transactions that occurred up to April 8, 2024, the date the consolidated financial statements were available to issue.
Based upon this evaluation, the Company did not identify any subsequent events that would have required adjustment or disclosure in the
consolidated financial statements other than the above.

 F- 18