SEC – ‘UPLOAD’ from 5/28/19 re: Ezagoo Ltd – ‘TEXT-EXTRACT’

On:  Tuesday, 5/28/19, at 3:11pm ET   ·   Delayed-Release:  Filing ¶  –  Release Delayed to:  6/11/19   ·   Accession #:  0-19-9014

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Delayed-Release Comment or Other Letter from the SEC
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: LETTER      Comment or Other Letter from the SEC                 PDF    148K 
 2: TEXT-EXTRACT  Comment or Other Letter from the SEC (PDF Text)     10±    36K 

‘TEXT-EXTRACT’   —   Comment or Other Letter from the SEC (PDF Text)

   Page 1 of 6

March 5, 2019                                                                 
VIA EDGAR TRANSMISSION                                                        
U.S. Securities and Exchange Commission                                       
Division of Corporations Finance                                              
100 F Street, N.E.                                                            
Washington, D.C. 20549                                                        

Re: Ezagoo Ltd                                                                
Registration Statement on Form S-1                                            
Filed December 6, 2018                                                        
File No. 333-228681                                                           

To the men and women of the SEC:                                              
On behalf of Ezagoo Ltd, ("we", "us", or the "Company"), are responding to    
comments contained in the Staff letter, dated                                   
February 4, 2019 addressed to Mr. Xiaohao Tan, the Company's President, with  
respect to the Company's filing of its S-1                                      
on December 6, 2018.                                                          

The Company has replied below on a comment-by-comment basis, with each        
response following a repetition of the Staff's                                  
comment to which it applies.                                                  

Note: We have amended our offering price per share in the Registration        
Statement. All corresponding disclosures have                                   
also been amended accordingly.                                                

SEC Comment(s) Analysis                                                       

Form S-1 filed December 6, 2018                                               

Prospectus Summary, page 2                                                    

1. Please provide a brief discussion of what type of business the company is  
engaged in.                                                                     

Company Response:                                                             

We have added the following language to page 2:                               

"We share the same business plan as our subsidiaries, which is to provide     
advertising services through                                                    
telecommunications."                                                          

2. You state that in the event of any extension of the offering, investors    
will be notified by an information statement.                                   
Please revise to state instead that you will file a prospectus supplement. We 
note that you also incorrectly refer to this                                    
registration statement as an information statement on page 26. Please revise. 

Company Response:                                                             

We have amended the language on page 2 and page 27.                           

Risk Factors                                                                  

If we do not manage our growth effectively . . . , page 6                     

3. You state that your business has grown rapidly and that your quarterly and 
annual operating results have fluctuated in                                     
the past; however, your company has nominal operations and assets. If         
retained, please explain the bases for these                                    
statements.                                                                   

Company Response:                                                             

We have removed both of the statements on page 6.                             

Description of Business, page 18                                              

file:///C:/Users/FAISONV/AppDat                                                 
a/Local/Temp/1/Temp1_0001599916-19-000033.zip/co... 5/23/2019                   

 Page 2 of 6

4. We note that you identify Hunan Ezagoo Zhicheng Internet Technology        
Limited, your operating subsidiary, as a                                        
variable interest entity of the company. Please provide a discussion of what a
Variable Interest Entity is, why this business                                  
structure was chosen, and what the principle risks are.                       

Company Response:                                                             

We have added the following clarification to page 18:                         

"Foreign ownership in companies providing media advertising services is       
subject to certain restrictions under PRC laws                                  
and regulations. To comply with the PRC laws and regulations, we, through our 
wholly-owned subsidiary, Changsha                                               
Ezagoo Technology Limited (CETL), entered into a set of contractual           
arrangements with Hunan Ezagoo Zhicheng Internet                                
Technology Limited (HEZL) and its shareholders. The contractual arrangements  
between CETL, HEZL and shareholders                                             
of HEZL allow us to:                                                          

1.   exercise effective control over HEZL whereby having the power to direct  
HEZL's activities that most significantly                                       
drive the economic results of HEZL;                                 

2.   receive substantially all of the economic benefits and residual returns, 
and absorb substantially all the risks and                                      
expected losses from HEZL as if it was their sole shareholder; and  

3.   have an exclusive option to purchase all of the equity interests in HEZL.

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

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

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

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

Use of Proceeds, page 20                                                      

5. Please revise the introductory paragraph to clarify that $6,000,000, not   
$30,000,000, is being raised in the offering on                                 
behalf of the company.                                                        

Company Response:                                                             

We have revised the clerical error on page 20.                                

Selling Shareholders, page 22                                                 

6. Please revise the first paragraph, which seems to indicate that there is   
only one selling shareholder.                                                   

Company Response:                                                             

We have revised the first paragraph on page 22 accordingly.                   

file:///C:/Users/FAISONV/AppData/Local/Temp/1/Te                                
mp1_0001599916-19-000033.zip/co... 5/23/2019                                    

Page 3 of 6 

Interests of Named Experts and Counsel, page 25                               

7. You state that the validity of the shares offered will be passed upon by   
Benjamin Bunker, Esq., although the opinion                                     
filed as Exhibit 5.1 is in the name of Carl Ranno. Please revise.             

Company Response:                                                             

We have revised the clerical error on page 25 to read as follows:             

"The validity of the shares of common stock offered hereby will be passed upon
for us by Carl Ranno Esq. of                                                    
"         

Executive Compensation, page 27                                               

8. We note that you refer to your date of inception as May 9, 2018 here and   
throughout your prospectus; however, your                                       
financial statements reflect operations prior to that date. Please advise or  
revise.                                                                         

Company Response:                                                             

Previously, on page 2 and 27, it was indicated that our fiscal year end was   
June 30th. This was a clerical error and has                                    
been amended in both instances accordingly. The "Executive Compensation" table
has also been revised so that it is                                             
consistent with our financial statements.                                     

Consolidated Statements of Cash Flows, page F-6                               

9. We note a capital contribution valued at $39,368 was made sometime during  
the fiscal year ended December 31, 2017.                                        
Please disclose the nature of the transaction, confirm the contribution was   
for cash, tell us when it was made, and by                                      
whom. If otherwise, please revise your statements of cash flows to reflect any
non-cash contributions within non-cash                                          
activities or advise us in detail why you believe no revision is required.    

Company Response:                                                             

The capital contribution of $39,368 was due to the fact that these sales did  
not fulfill the criteria of revenue recognition                                 
(ASC 606-10-25-23) in that the services cannot be proved to have been         
performed. In addition, these customers are one                                 
time customers and are not able to provide confirmation that the services have
been performed. These customers did pay                                         
cash to the Company during 2017 but the Company does not foresee that they    
will be able to provide supporting                                              
documentation to meet the revenue recognition standards of the Company's      
auditor. Therefore, the company has recorded                                    
the unrecognized revenue as additional paid-in capital in equity as capital   
contribution. The company will improve its                                      
process regarding confirmation and verification of revenue generated from     
advertisement services in the near future.                                      

Note 1. Description of Business and Organization, page F-7                    

10. Please tell us how your disclosures address ASC 810-10-50-12(a), which    
requires disclosure of the methodology for                                      
determining whether you are the primary beneficiary of a VIE, including, but  
not limited to, significant judgments and                                       
assumptions made.                                                             

Company Response:                                                             

We have deleted the following language on page F-7:                           

"Pursuant to ASC 805-50, the pooling-of-interests method accounts for the     
combination between businesses under                                            
common control as the uniting of the ownership interests of all entities, and 
the financial statements and financial                                          
information presented for prior years also are retrospectively adjusted to    
furnish comparative information."                                               

We have added the following language on page F-7:                             

"Consolidation of Variable Interest Entities                                  

Foreign ownership in companies providing media advertising services is subject
to certain restrictions under PRC laws                                          
and regulations. To comply with the PRC laws and regulations, we, through our 
wholly-owned subsidiary, Changsha                                               
Ezagoo Technology Limited (CETL), entered into a set of contractual           
arrangements with Hunan Ezagoo Zhicheng Internet                                

file:///C:/Users/FAISONV/AppData/Local/T                                        
emp/1/Temp1_0001599916-19-000033.zip/co... 5/23/2019                            

Page 4 of 6 

Technology Limited (HEZL) and its shareholders. The contractual arrangements  
between CETL, HEZL and shareholders                                             
of HEZL allow us to:                                                          

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

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

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

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

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

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

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

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

11. We note your disclosure of the contractual agreements that provide the    
Company with effective control over the VIE,                                    
presumably enabling the Company to have power to direct the activities that   
most significantly affects the economic                                         
performance of the VIE. Please clearly describe how the contractual agreements
convey power to direct the activities of                                        
the VIE and what those powers entail.                                         

Company Response:                                                             

Please see the response to comment 10.                                        

12. We note you used "the pooling-of-interests method to account for the      
combination between businesses under common                                     
control as the uniting of the ownership interests of all entities." Please    
help us understand and clarify which businesses                                 
were under common control and why it was appropriate to account for the       
transactions in a manner akin to the pooling-of-                                
interests method.                                                             

Company Response:                                                             

file:///C                                                                       
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5/23/2019                                                                       

     Page 5 of 6

Please see the response to comment 10.                                        

Note 6. Due to Related Parties, page F-13                                     

13. We note your disclosure that related party loans have been provided on an 
interest-free basis, loans that have increased                                  
to approximately $769,216 as of September 30, 2018 . Tell us where you have   
recorded imputed interest for such loans for                                    
each period presented in accordance with ASC 835-30. To the extent you have   
not imputed interest, please revise to record                                   
such interest expense and provide us with the related calculations as part of 
your response. Alternatively, please explain to                                 
us and in the notes to your financial statements why you do not believe you   
are not required to do so.                                                      

Company Response:                                                             

Categories                                                                    
Interest Rate: %                                  

1 short term loan                                                       

Six months      
4.35                                  

Six to one year     
4.35                                    

2 long term loan                                                        

one to three years  
4.75                                  

three to five years 
4.75                                  

more than five years    
4.90                                    

Due to Related Parties                                                        
Interest Expense                                    

1 As of September 30, 2018                                              
$16,968.02                                    

2 As of December 31, 2017                                               
$8,309.62                                     

http://www.icbc.com.cn/ICBC/               /               /                  
/                                                                             

The company used the RMB Loan Prime Rate which is decided by 10 commercial    
banks in China to calculate the imputed                                         
interest rate of the loan by applying the short term loan interest rate       
because all loans are due on demand. From our                                   
calculations, we believe it is immaterial to the financial statement with a   
qualitative factor that investors may not                                       
necessarily change their mind of investing due to these interest expenses as  
of September 30, 2018 and December 31,                                          
2017.                                                                         

Note 13. Common Stock, page F-29                                              

14. We note that there were several issuances of restricted shares in 2018.   
Please disclose the pertinent rights and                                        
privileges of the various securities outstanding that are not presently       
disclosed in the financial statements, including                                
dividend and liquidation preferences, participation rights, call prices and   
dates, conversion or exercise process and                                       
significant terms of contracts to issue additional shares. Please refer to ASC
505-10-50-3.                                                                    

Company Response:                                                             

We have added the following to Note 13 on page F-29:                          

"The holders of outstanding shares of Common Stock are entitled to receive    
dividends out of assets or funds legally                                        
available for the payment of dividends of such times and in such amounts as   
the board from time to time may determine.                                      
Holders of Common Stock are entitled to one vote for each share held on all   
matters submitted to a vote of shareholders.                                    
There is no cumulative voting of the election of directors then standing for  
election. The Common Stock is not entitled to                                   
pre-emptive rights and is not subject to conversion or redemption. Upon       
liquidation, dissolution or winding up of our                                   
Company, the assets legally available for distribution to stockholders are    
distributable ratably among the holders of the                                  
Common Stock after payment of liquidation preferences, if any, on any         
outstanding payment of other claims of creditors.                               

file:///C:/Users/FAISONV/AppData/Local/                                         
Temp/1/Temp1_0001599916-19-000033.zip/co... 5/23/2019                           

   Page 6 of 6

All outstanding securities including common stock and restricted shares       
issued, do not have any pertinent rights and                                    
privileges that are not disclosed in this registration statements, including  
dividend, and liquidation preferences,                                          
participation rights, call process and dates, conversion or exercise process  
and significant terms of contracts to issue                                     
additional shares."                                                           

General                                                                       

15. Please advise whether your company is related to the blank check company  
also called Ezagoo Inc. (SEC File No.                                           
0-55095) that was a public reporting company until 2014.                      

Company Response:                                                             

The Company has no relationship with the blank check company called Ezagoo    
Inc. (SEC File No. 0-55095) other than                                          
the fact that we share the same President and Director, Mr. Tan Xiaohao. Since
it's last filing on May 20, 2014, Ezagoo                                        
Inc. has been inactive.                                                       

We have added the following to the biography of Mr. Tan Xiaohao on page 26:   
"Mr. Tan has also served as President and Director of Ezagoo Inc., a Nevada   
blank check shell company, from inception,                                      
September 13, 2013, to present. Ezagoo Inc. is not currently conducting any   
business activity."                                                             

*We are not requesting acceleration but do acknowledge the following:         

-Should the Commission or the staff, acting pursuant to delegated authority,  
declare the filing effective, it does not                                       
foreclose the Commission from taking any action with respect to the filing;   

-The action of the Commission or the staff, acting pursuant to delegated      
authority, in declaring the filing effective, does                              
not relieve the company from its full responsibility for the adequacy and     
accuracy of the disclosure in the filing; and                                   

-The Company may not assert staff comments and the declaration of             
effectiveness as a defense in any proceeding initiated                          
by the Commission or any person under the federal securities laws of the      
United States.                                                                  

Date: March 5, 2019                                                           
/s/ Xiaohao Tan                                                               
Xiaohao Tan                                                                   
President                                                                     

f                                                                               
i                                                                               
l                                                                               
e:///C:/Users/FAISONV/AppData/Local/Temp/1/Temp1_0001599916-19-000033.zip/co... 
5/23/2019                                                                       

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘UPLOAD’ Filing		Date		Other Filings
Release Delayed to:		6/11/19		CORRESP,  UPLOAD
Filed on:		5/28/19		UPLOAD
		3/5/19		S-1/A,  UPLOAD
		2/4/19		UPLOAD
		12/6/18		S-1,  UPLOAD
		9/30/18
		5/9/18		UPLOAD
		12/31/17
		5/20/14		UPLOAD
		9/13/13		UPLOAD
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