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 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




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 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.




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 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




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 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:




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 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.




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 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




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