UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended
Commission File Number:
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of
incorporation or organization) |
(I.R.S. Employer
Identification Number) |
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| (Address of principal executive offices) | (Zip Code) |
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
| Title of Each Class | Trading Symbol(s) | Name of each exchange on which registered | ||
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Indicate 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 issuer was required to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
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☒ | Smaller reporting company |
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| Emerging growth company |
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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.
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
☐
No
The number of shares of registrant’s common
stock outstanding as of November 11, 2025 was
ENTREPRENEUR UNIVERSE BRIGHT GROUP
FORM 10-Q
For the Quarterly Period Ended September 30, 2025
Table of Contents
| Page No. | ||
| PART I - Financial Information | ||
| ITEM 1. | CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) | 1 |
| ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 2 |
| ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 6 |
| ITEM 4. | CONTROLS AND PROCEDURES | 6 |
| PART II - Other Information | ||
| ITEM 1. | LEGAL PROCEEDINGS | 8 |
| ITEM 1A. | RISK FACTORS | 8 |
| ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS | 8 |
| ITEM 3. | DEFAULTS UPON SENIOR SECURITIES | 8 |
| ITEM 4. | MINE SAFETY DISCLOSURES | 8 |
| ITEM 5. | OTHER INFORMATION | 8 |
| ITEM 6. | EXHIBITS | 9 |
| SIGNATURES | 10 | |
i
NOTE
Entrepreneur Universe Bright Group, a Nevada corporation (“EUBG” or the “Company”), is not a Chinese operating company but a Nevada holding company. As a holding company with no material operations of our own, EUBG conducts all of its operations through its subsidiaries in Hong Kong and in the People’s Republic of China (“PRC” or “China”). Therefore our shareholders will not directly hold any equity interests in our Chinese operating subsidiaries. Unless otherwise mentioned or unless the context requires otherwise, when used in this Quarterly Report on Form 10-Q (the “Form 10-Q”), the terms “we,” “us,” and “our” refer to EUBG and its consolidated subsidiaries, or any one or more of them as the context may require, “HK subsidiary” refers to Entrepreneurship World Technology Holding Group Company Limited, our wholly-owned subsidiary and a Hong Kong limited company, and “PRC subsidiary” refers to Xi’an Yunchuang Space Information Technology Co., Ltd., f/k/a Entrepreneurship World Consultants Limited, a wholly-foreign owned Chinese subsidiary of HK subsidiary. EUBG is a holding company for its operating subsidiaries.
We currently do not, and we do not plan to use variable interest entities (“VIE”) to execute our business plan or to conduct our China-based operations. We do not have any contractual arrangements between the holding company, the HK subsidiary, and the PRC subsidiary. EUBG is a Nevada holding company and does not have any substantive operations other than directly or indirectly holding the equity interest in our operating subsidiaries in Hong Kong and China. Therefore our shareholders will not directly hold any equity interests in our Chinese operating subsidiaries. Our holding company structure involves unique risks to investors. Chinese regulatory authorities could disallow our corporate structure, which would likely result in a material change in our operations and/or the value of the Company’s common stock, including that it could cause the value of such securities to significantly decline or become worthless.
To the extent you make any investment in our Company, it will be in EUBG, our holding company in Nevada, and not in our operating subsidiaries in Hong Kong or in China. Because substantially all of our operations are conducted in China through our PRC subsidiary, the PRC government may exercise significant oversight and discretion over the conduct of our business and may exert more supervision over our operations, which could have a material adverse effect on our operations and/or the value of the Company’s common stock. The PRC government could also significantly limit or completely hinder our ability to apply to list and/or remain listed on a U.S. or other foreign exchange, and to offer future securities to investors and cause the value of such securities to significantly decline or be worthless.
There are significant legal and operational risks associated with being in and conducting a substantial portion of our operations in mainland China. PRC laws and regulations governing our current business operations and corporate structure are sometimes vague and uncertain, and we face the risk that changes in the PRC laws, regulations and policies, including how those laws, regulations and policies will be interpreted or implemented, could have a significant impact upon the business we may be able to conduct in the PRC. These changes would likely result in a material change in our operations and/or the value of the Company’s common stock, and the changes could cause the value of such securities to significantly decline or become worthless. Furthermore, these risks may significantly limit or completely hinder our ability to offer or continue to offer our securities to investors in the future.
Recently, the PRC government has sought to exert more oversight and supervision over offerings that are conducted overseas and/or foreign investments in China based issuers. For example, the PRC government initiated a series of regulatory actions and made a number of public statements on the regulation of business operations in China, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using a VIE structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding efforts in anti-monopoly enforcement. We may be subject to regulations relating to overseas securities offering and listing of China-based companies, including the Opinions on Severely Cracking Down on Illegal Securities Activities According to Law issued by the PRC government authorities, which calls for enhanced oversight of overseas listed companies as well as overseas equity fundraising and listing by Chinese companies, and proposes measures such as the construction of regulatory systems to deal with the risks and incidents faced by China-based overseas-listed companies; the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies and the supporting guidelines issued by China Securities Regulatory Commission (the “CSRC”), which regulate overseas securities offering and listing activities by China-based companies; the Regulations on Network Data Security Management (the “Network Data Regulation”), issued by the State Council of China on September 24, 2024 and effective as of January 1, 2025, which provides, among other things, where network data processing activities carried out by a network data processor affect or may affect national security, national security review shall be conducted in accordance with the relevant provisions issued by the state; Measures for Cybersecurity Review (2021), jointly issued by the National Development and Reform Commission, the Ministry of Industry and Information Technology of the PRC, and several other administrations, which require, among other things, that a network platform operator holding over one million users’ personal information must apply to the Cybersecurity Review Office for a cybersecurity review before any public offering or listing outside of Chinese mainland and Hong Kong. Any future action by the PRC 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 and could cause the value of such securities to significantly decline or be worthless.
ii
As of the date of this filing, our operating subsidiaries have not been involved in any investigations on cybersecurity review initiated by the Cyberspace Administration of China (the “CAC”) based on the Measures for Cybersecurity Review (2021) and the Network Data Regulation, and we have not received any inquiry, notice, warning, sanctions in such respect or any regulatory objections to the registration of our shares of common stock with the Securities and Exchange Commission (“SEC”). However, it is still uncertain what existing or new laws or regulations will be modified or promulgated, or the potential impact such modified or new laws and regulations will have on our daily business operations or our ability to accept foreign investments and list on a U.S. exchange. If we are subject to such a probe or if we are required to comply with stepped-up supervisory requirements, valuable time from our management and money may be expended in complying and/or responding to the probe and requirements, thus diverting valuable resources and attention away from our operations. This may, in turn, negatively impact our operations.
As advised by our PRC legal counsel, we need to file with the CSRC within three business days after our application for overseas listing in a new capital market is submitted. As of the date of this filing, we have not submitted for listing on a U.S. exchange nor have we, or our subsidiaries, applied for or received any denial for the registration of our shares of common stock with the SEC. 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-concept overseas listed companies, and cybersecurity and data privacy protection requirements and similar matters. The Opinions and any related implementing rules to be enacted may subject us to compliance requirement in the future. On February 17, 2023, the CSRC issued the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies and five supporting guidelines which became effective on March 31, 2023. Thus, we are required to file with the CSRC within three business days after our application for overseas listing in a new capital market is submitted. Failure to perform our filing obligations may result in penalties imposed on the Company and responsible officers. Given the current regulatory environment in the PRC, we are still subject to the uncertainty of interpretation and enforcement of the rules and regulations in the PRC, which can change quickly with little advance notice, and any future actions of the PRC authorities. We cannot assure you that relevant PRC government agencies would reach the same conclusion as we do or as advised by our PRC legal counsel. However, (i) if we inadvertently concluded that no other permissions, approvals or filings are required, or (ii) if the CSRC, the CAC or other regulatory PRC agencies later promulgate new rules requiring that we obtain their approvals or finish other procedures to issue the Company’s common stock to foreign investors, and we are unable to obtain a waiver of such requirements, if and when procedures are established to obtain such a waiver, then we may not be able to issue our shares. In addition, any uncertainties and/or negative publicity regarding such requirements could have a material adverse effect on the trading price of our securities.
We and our subsidiaries are currently not required to obtain permission from any of the PRC authorities to operate its principal business. We cannot assure you that relevant PRC government agencies would reach the same conclusion as we do. If (i) we inadvertently concluded that such permissions or approvals are not required, or (ii) the relevant regulatory PRC agencies later promulgate new rules requiring that we obtain their approvals to operate our business, and we are unable to obtain approval or a waiver of such approval requirements, any uncertainties and/or negative publicity regarding such an approval requirement could have a material adverse effect on our business operation and the trading price of our securities.
Although we concluded that we and our subsidiaries are currently not required to obtain prior permission from any of the PRC central or local government and that we have not received any denial to registration on the OTC market or to conduct our business operations, if (i) we inadvertently conclude that such approvals are not required when they are, (ii) we do not receive or maintain such permissions or approvals if and when required, or (iii) changes in applicable laws, regulations, or interpretations relating to our business or industry which would require us to obtain approvals in the future, our operations, financial conditions, and results of operations could be adversely affected, directly or indirectly, and the value of the Company’s common stock could significantly decline or become worthless.
iii
On July 7, 2022, the CAC promulgated the Measures for the Security Assessment for Cross-border Transfer of Data (the “Security Assessment measures”), which came into effect on September 1, 2022. The Security Assessment measures stipulates that data processors which provide data cross-border and have one of the following circumstances, should apply the security assessment to the national network information department through the provincial branches of network information department: (A) data processors to provide important data cross-border; (B) operators of critical information infrastructure and data processors handling personal information of more than 1 million people to provide personal information cross-border; (C) data processors which provide cross-border a cumulative total of 100,000 people’s personal information or 10,000 people’s sensitive personal information since January 1 of the previous year; (D) other situations requiring application for the security assessment regarding providing data cross-border as stipulated by the state Internet information department. As of the date of this filing, the PRC subsidiary has not provided any important data or personal data to any offshore institutions or individuals, so the PRC subsidiary do not need to apply for a security assessment at this stage. However, if we need to provide data to offshore institutions or individuals in the future and fall into the situations which should apply for the security assessment, we might not pass the security assessment.
EUBG is permitted to transfer cash as a loan and/or capital contribution to the HK subsidiary for its operations and the HK subsidiary is permitted to transfer cash as a loan and/or capital contribution to the PRC subsidiary for capital investment and company operations. For instance, the PRC subsidiary will use the cash for its daily business operations. However, under existing PRC regulations, any loans made to our PRC subsidiaries shall not exceed a statutory limit, and shall be filed with PRC State Administration of Foreign Exchange (“SAFE”) or its local bureau. Additionally, any capital contributions the HK subsidiary make to the PRC subsidiary shall be filed with the local commerce department. The PRC subsidiary is the main operating company to earn revenue. The HK subsidiary is also permitted under the laws of Hong Kong SAR to provide funding to EUBG through dividend distribution without restrictions on the amount of the funds. Current PRC laws require that dividends be paid only out of the profit for the year calculated according to PRC accounting principles, which differ from the generally accepted accounting principles in other jurisdictions. In addition, PRC laws also require a foreign-invested enterprise to set aside at least 10% of its after-tax profits, if any, to fund its statutory reserves, until the aggregate amount reaches 50% of its registered capital. In addition, a wholly foreign-owned enterprise may, at its discretion, allocate a portion of its after-tax profits based on PRC accounting principles to enterprise expansion funds, staff welfare, and bonus funds. Those reserve funds are not available for distribution as cash dividends. The PRC government’s control of foreign currency conversion may limit our foreign exchange transactions. Under existing PRC foreign exchange regulations, payments of current account items can be made in foreign currencies without prior approval from SAFE. However, approval from SAFE, or registration with SAFE or other appropriate departments is required where RMB shall be converted into foreign currency and be remitted out of the PRC. Failure to comply with the above regulations may result in liability under PRC laws for evasion of foreign exchange controls.
As of the date of this filing, our PRC subsidiary has distributed $14.6 million (net of withholding tax at $1.6 million charged at a rate of 10% of the declared dividend) to its holding parent, which is our HK subsidiary. However, we cannot ensure that we will be able to comply with the above regulations in all respects in the future. If we fail to comply with the above regulations, our ability to transfer cash and distribute earnings may be negatively affected, which could materially and adversely affect our liquidity and our ability to fund and expand our business. Since EUBG, the Nevada holding company, is not the direct parent company of the PRC subsidiary, EUBG and the PRC subsidiary cannot make transfers to each other. On August 26, 2024, EUBG’s board of directors declared a special one-time cash dividend of $0.0013 per share of EUBG’s common stock, totaling approximately 2.2 million, paid on or about September 12, 2024 to shareholders of record as of August 30, 2024. Other than as previously described, no cash transfer or transfer of other assets (including dividends and distribution) have occurred among EUBG, our Nevada holding company, and either of its subsidiaries, our HK subsidiary or our PRC subsidiary.
iv
The PRC government has significant oversight and discretion over the conduct of our business as the government deems appropriate to further regulatory, political and societal goals. To the extent that the cash and assets of our business are in our PRC subsidiary and/or Hong Kong subsidiary, such cash or assets may not be available to fund our operations or for other use outside of the PRC and/or Hong Kong due to the PRC government impose restrictions and limitations over our ability or our subsidiaries’ ability to transfer cash or assets. Any such influence on our business operations or action to exert more oversight and supervision over the cash or assets of our subsidiaries could adversely affect our business, financial condition and results of operations and the value of our common stock, or 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 in extreme cases, become worthless.
On September 1, 2021, our PRC subsidiary adopted a written Monetary and Cash Fund Management System (“Cash Management Policy”) for its operations in China and Hong Kong. The Cash Management Policy covers cash, bank deposits and other monetary funds owned by the PRC subsidiary and Hong Kong subsidiary and includes procedures on receiving funds, depositing funds, transferring funds and proper documentation and recording of cash. We adopted the Cash Management Policy to provide a process and guidance on collecting, accounting for, and safeguarding all cash and cash equivalents of our PRC subsidiary and Hong Kong subsidiary, including (1) checking the latest regulation requirements between China and Hong Kong; and (2) seeking approval from EUBG’s chief executive officer in order to transfer funds from our PRC subsidiary to our HK subsidiary. EUBG does not have a cash management policy.
For detailed discussions on such risks, please see the section captioned “Risk Factors” in our Annual Report on Form 10-K (the “Annual Report” or “Form 10-K”), filed with the SEC on March 28, 2025.
SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (the “Quarterly Report” or “Form 10-Q”) includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements in this report other than statements of historical fact are forward-looking statements for purposes of these provisions, including any statements of the Company’s plans and objectives for future operations, the Company’s future financial or economic performance (including known or anticipated trends), and the assumptions underlying or related to the foregoing. Statements that include the use of terminology such as “may,” “will,” “expects,” “plans,” “anticipates,” “estimates,” “potential,” or “continue,” or the negative thereof, or other comparable terminology, are forward-looking statements. These risks and uncertainties include, but are not limited to, the factors described in the section captioned “Risk Factors” in our Annual Report filed with the Securities and Exchange Commission (SEC) on March 28, 2025. Forward-looking statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. You should read these factors and the other cautionary statements made in this report and in the documents we incorporate by reference into this report as being applicable to all related forward-looking statements wherever they appear in this report or the documents we incorporate by reference into this report. If one or more of these factors materialize, or if any underlying assumptions prove incorrect, our actual results, performance or achievements may vary materially from any future results, performance or achievements expressed or implied by these forward-looking statements.
Any forward-looking statements contained in this Quarterly Report are only estimates or predictions of future events based on information currently available to our management and management’s current beliefs about the potential outcome of future events. Whether these future events will occur as management anticipates, whether we will achieve our business objectives, and whether our revenues, operating results or financial condition will improve in future periods are subject to numerous risks. There are a number of important factors that could cause actual results to differ materially from the results anticipated by these forward-looking statements. These important factors include those that we discuss under the heading “Risk Factors” in this Quarterly Report and in other reports filed from time to time with the SEC that are incorporated by reference into this Quarterly Report. You should read these factors and the other cautionary statements made in this Quarterly Report and in the documents which we incorporate by reference into this Quarterly Report as being applicable to all related forward-looking statements wherever they appear in this Quarterly Report or the documents we incorporate by reference into this Quarterly Report. If one or more of these factors materialize, or if any underlying assumptions prove incorrect, our actual results, performance or achievements may vary materially from any future results, performance or achievements expressed or implied by these forward-looking statements. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
v
PART I - Financial Information
Item 1. Financial Statements
INDEX TO FINANCIAL STATEMENTS
UNAUDITED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
1
ENTREPRENEUR UNIVERSE BRIGHT GROUP
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(In U.S. dollars except for number of shares)
|
September 30,
2025 |
December 31,
2024 |
|||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash and cash equivalents | $ |
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$ |
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| Accounts receivable |
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| Other receivables and prepayments |
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| Total current assets |
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| NON-CURRENT ASSETS | ||||||||
| Plant and equipment, net |
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| Operating lease right-of-use assets, net |
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| Total non-current assets |
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| TOTAL ASSETS | $ |
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$ |
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| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES | ||||||||
| Other payables and accrued liabilities | $ |
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$ |
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| Operating lease liabilities, current |
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| Tax payables |
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| Amount due to a director |
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| Total current liabilities |
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| NON-CURRENT LIABILITY | ||||||||
| Deferred tax liabilities |
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| Operating lease liabilities, non-current |
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| Total non-current liabilities |
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| TOTAL LIABILITIES |
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| COMMITMENTS AND CONTINGENCIES | ||||||||
| STOCKHOLDERS’ EQUITY | ||||||||
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Preferred stock, par value $
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Common stock, par value $
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| Additional paid-in capital |
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| Statutory reserves |
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| Retained earnings |
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| Accumulated other comprehensive income |
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| Total stockholders’ equity |
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| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
F- 1
ENTREPRENEUR UNIVERSE BRIGHT GROUP
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(UNAUDITED)
(In U.S. dollars except for number of shares)
|
For the three months ended
September 30, |
For the nine months ended
September 30, |
|||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenue | $ |
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$ |
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$ |
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$ |
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||||||||
| Cost of revenue |
(
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) |
(
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) |
(
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) |
(
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) | ||||||||
| Gross profit |
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||||||||||||
| Selling, general and administrative expenses |
(
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) |
(
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) |
(
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) |
(
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) | ||||||||
| Profit from operations |
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| Other income (expenses): | ||||||||||||||||
| Interest income |
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| Exchange gain (loss) |
(
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) |
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(
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) | ||||||||||
| Sundry income |
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| Total other income(expenses), net |
(
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) |
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| Income before income tax |
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||||||||||||
| Income tax expense |
(
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) |
(
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) |
(
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) |
(
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) | ||||||||
| Net income |
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| Other comprehensive loss | ||||||||||||||||
| Foreign currency translation adjustment |
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| Total comprehensive income | $ |
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$ |
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$ |
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$ |
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| Net income per share - Basic and diluted | $ |
|
* | $ |
|
* | $ |
|
* | $ |
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* | ||||
| Weighted average number of common shares outstanding | ||||||||||||||||
| - Basic and Diluted |
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| * |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
F- 2
ENTREPRENEUR UNIVERSE BRIGHT GROUP
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(UNAUDITED)
(In U.S. dollars except for number of shares)
Three and nine months ended September 30, 2024
| Common Stock | Additional | Preferred stock |
Accumulated
Other |
Total | ||||||||||||||||||||||||||||||||
| Number of | Paid-In | Number of | Statutory | Retained | Comprehensive | Stockholders’ | ||||||||||||||||||||||||||||||
| Shares | Amount | Capital | Shares | Amount | Reserve | Earnings | Income | Equity | ||||||||||||||||||||||||||||
| Balance as of January 1, 2024 |
|
$ |
|
$ |
|
$ | $ |
|
$ |
|
$ |
|
$ |
|
||||||||||||||||||||||
| Net income | - | - |
|
|
||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | - |
(
|
) |
(
|
) | ||||||||||||||||||||||||||||||
| Balance as of March 31, 2024 |
|
$ |
|
$ |
|
$ | $ |
|
$ |
|
$ |
|
$ |
|
||||||||||||||||||||||
| Net income | - | - |
|
|
||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | - |
(
|
) |
(
|
) | ||||||||||||||||||||||||||||||
| Balance as of June 30, 2024 |
|
$ |
|
$ |
|
$ | $ |
|
$ |
|
$ |
|
$ |
|
||||||||||||||||||||||
| Net income | - | - |
|
|
||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | - |
|
|
||||||||||||||||||||||||||||||||
| Dividends | - | - |
(
|
) |
(
|
) | ||||||||||||||||||||||||||||||
| Balance as of September 30, 2024 |
|
$ |
|
$ |
|
$ | $ |
|
$ |
|
$ |
|
$ |
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| Three and nine months ended September 30, 2025 | ||||||||||||||||||||||||||||||||||||
| Common Stock | Additional | Preferred stock |
Accumulated
Other |
Total | ||||||||||||||||||||||||||||||||
|
Number of
Shares |
Amount |
Paid-In
Capital |
Number of
Shares |
Amount |
Statutory
Reserves |
Retained
earnings |
Comprehensive
Income |
Stockholders’
Equity |
||||||||||||||||||||||||||||
| Balance as of January 1, 2025 |
|
$ |
|
$ |
|
$ | $ |
|
$ |
|
$ |
|
$ |
|
||||||||||||||||||||||
| Net income | - | - |
|
|
||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | - |
|
|
||||||||||||||||||||||||||||||||
| Balance as of March 31, 2025 |
|
$ |
|
$ |
|
$ | $ |
|
$ |
|
$ |
|
$ |
|
||||||||||||||||||||||
| Net income | - | - |
|
|
||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | - |
|
|
||||||||||||||||||||||||||||||||
| Balance as of June 30, 2025 |
|
$ |
|
$ |
|
$ | $ |
|
$ |
|
$ |
|
$ |
|
||||||||||||||||||||||
| Net income | - | - |
|
|
||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | - |
|
|
||||||||||||||||||||||||||||||||
| Balance as of September 30, 2025 |
|
$ |
|
$ |
|
$ | $ |
|
$ |
|
$ |
|
$ |
|
||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
F- 3
ENTREPRENEUR UNIVERSE BRIGHT GROUP
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
(In U.S. dollars)
|
For the nine months ended
September 30, |
||||||||
| 2025 | 2024 | |||||||
| Cash flows from operating activities | ||||||||
| Net income | $ |
|
$ |
|
||||
| Adjustments to reconcile net income to cash generated from operating activities: | ||||||||
| Depreciation |
|
|
||||||
| Amortization of operating lease right-of-use assets |
|
|
||||||
| Deferred tax |
(
|
) |
(
|
) | ||||
| Changes in operating assets and liabilities: | - | |||||||
| Other receivables and prepayments |
|
(
|
) | |||||
| Accounts receivable |
(
|
) |
|
|||||
| Other payables and accrued liabilities |
(
|
) |
(
|
) | ||||
| Tax payables |
|
(
|
) | |||||
| Operating lease liabilities |
(
|
) |
(
|
) | ||||
| Net cash generated from operating activities |
|
|
||||||
| Cash flows from financing activity | ||||||||
| Dividend paid |
(
|
) | ||||||
| Cash used in financing activities |
(
|
) | ||||||
| Effect of exchange rates on cash |
|
|
||||||
| Net increase (decrease) in cash and cash equivalents |
|
(
|
) | |||||
| Cash and cash equivalents at beginning of period |
|
|
||||||
| Cash and cash equivalents at end of period | $ |
|
$ |
|
||||
| Supplemental cash flow information | ||||||||
| Cash paid during the period for: | ||||||||
| Income taxes | $ |
|
$ |
|
||||
| WIT paid |
|
|
||||||
| Non-cash financing activities: | ||||||||
| Right of use assets obtained in exchange for operating lease obligations | $ | $ |
|
|||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
F- 4
ENTREPRENEUR UNIVERSE BRIGHT GROUP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
(UNAUDITED)
(In U.S. dollars except for number of shares)
NOTE 1 – ORGANIZATION AND BUSINESS
Entrepreneur Universe Bright Group (“EUBG”
or the “Company”) was incorporated in the State of Nevada on
The Company, through its wholly owned subsidiaries, mainly engages in provision of digital marketing consultation services in Hong Kong and China.
| Company name | Place/date of incorporation | Principal activities | |||
| 1. | Entrepreneurship World Technology Holding Group Company Limited |
|
|
||
| 2. | Xian Yunchuang Space Information Technology Co., Ltd. |
|
|
||
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with United States of America generally accepted accounting principles (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting.
The interim condensed consolidated financial information as of September 30, 2025 and for the three and nine months ended September 30, 2025 and 2024 have been prepared without audit, pursuant to the rules and regulations of the SEC. Certain information and footnote disclosures, which are normally included in consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. The interim condensed consolidated financial information should be read in conjunction with the Financial Statements and the notes thereto, included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, previously filed with the SEC on March 28, 2025.
In the opinion of management, all adjustments (which include all significant normal and recurring adjustments) necessary to present a fair statement of the Company’s interim condensed consolidated financial position as of September 30, 2025, its interim condensed consolidated results of operations and cash flows for the three and nine months ended September 30, 2025 and 2024, as applicable, have been made. The interim results of operations are not necessarily indicative of the operating results for the full fiscal year or any future periods.
Use of Estimates
The preparation of these financial statements in conformity with U.S. GAAP requires management of the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, costs and expenses, and related disclosures. On an ongoing basis, the Company evaluates its estimates based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
F- 5
Recent Accounting Pronouncements
From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) that are adopted by the Company as of the specified effective date. Unless otherwise discussed, management believes that the impact of recently issued standards did not or will not have a material impact on the Company’s consolidated financial statements upon adoption.
Income taxes
In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 is intended to improve income tax disclosures primarily through enhanced disclosure of income tax rate reconciliation items, and disaggregation of income (loss) from continuing operations, income tax expense (benefit) and income taxes paid, net disclosures by federal, state and foreign jurisdictions, among others. ASU 2023-09 is effective for annual reporting periods beginning after December 15, 2024, and early adoption is permitted. The Company is evaluating the impact that ASU 2023-09 will have on the consolidated financial statements and its plan for adoption, including the adoption date and transition method. The Company will adopt the standard on the effective date in the annual reporting for the year ended December 31, 2025.
Disaggregation of Income Statement Expenses
In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”, which requires disaggregated disclosure of income statement expenses for public business entities. ASU 2024-03 requires new financial statement disclosures in tabular format, disaggregating information about prescribed categories underlying any relevant income statement expense caption. The prescribed categories include, among other things, employee compensation, depreciation, and intangible asset amortization. Additionally, entities must disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and for interim reporting periods within fiscal years beginning after December 15, 2027. The guidance can be applied prospectively with an option for retrospective application and early adoption is permitted. ASU 2024-03 is not expected to have a significant impact on the Company’s Consolidated Financial Statements.
Financial Instruments – Measurement of Credit Losses for Accounts Receivable and Contract Assets
In July 2025, the FASB issued ASU 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets, which allows all entities to apply a practical expedient when estimating expected credit losses that assumes current conditions as of the balance sheet date will remain unchanged over the asset’s remaining life. The standard is effective for annual periods beginning after December 15, 2025, and interim reporting periods within those years. Early adoption is permitted. The adoption of the standard will not have a significant impact on the Company’s consolidated results of operations and financial condition.
Basis of Consolidation
The condensed consolidated financial statements include the financial statements of the Company and its wholly owned subsidiaries. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation.
F- 6
A subsidiary is an entity in which (i) the
Company directly or indirectly controls more than
Leases
The Company determines if an arrangement is a lease or contains a lease at inception of the arrangement. Operating lease liabilities are recognized based on the present value of the remaining lease payments, discounted using the discount rate for the lease at the commencement date. As the rate implicit in the lease is not readily determinable for the operating lease, the Company generally uses an incremental borrowing rate based on information available at the commencement date to determine the present value of future lease payments. Operating lease right-of-use (“ROU assets”) assets represent the Company’s right to control the use of an identified asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets are generally recognized based on the amount of the initial measurement of the lease liability. Lease expense is recognized on a straight-line basis over the lease term. The Company elected the package of practical expedients permitted under the transition guidance to combine the lease and non-lease components as a single lease component for operating leases associated with the Company’s office space lease, and to keep leases with an initial term of 12 months or less off the balance sheet and recognize the associated lease payments in the condensed consolidated statements of operation and comprehensive income on a straight-line basis over the lease term.
ROU assets are reviewed for impairment when indicators of impairment are present. ROU assets from operating and finance leases are subject to the impairment guidance in ASC 360, Property, Plant, and Equipment, as ROU assets are long-lived nonfinancial assets.
ROU assets are tested for impairment individually or as part of an asset group if the cash flows related to the ROU asset are not independent from the cash flows of other assets and liabilities. An asset group is the unit of accounting for long-lived assets to be held and used, which represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities.
The Company recognized
The operating lease is included in operating lease right-of-use assets, operating lease liabilities-current and operating lease liabilities-non-current on the Company’s condensed consolidated balance sheets.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers cash, money market funds, investments in interest bearing demand deposit accounts, time deposits and all highly liquid investments placed with banks or other financial institutions with an original maturity of three months or less to be cash equivalents.
As of September 30, 2025, cash held in accounts
managed by online payment platforms such as Alipay and WeChat Pay amounted to $
(as at December 31, 2024: $
F- 7
Accounts receivable
Accounts receivables are recorded at the invoiced amount, net of allowances for doubtful accounts and sales returns. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivables. The Company determines the allowance based on historical write-off experience, customer specific facts and economic conditions.
Outstanding accounts receivable balances are reviewed individually for collectability. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.
Plant and equipment
Plant and equipment are recorded at cost less
accumulated depreciation and accumulated impairment.
|
Estimated
useful lives (years) |
||||
| Motor vehicle |
|
|||
| Office equipment |
|
|||
The gain or loss on the disposal of plant and equipment is the difference between the net sales proceeds and the lower of the carrying value or fair value less cost to sell the relevant assets and is recognized in general and administrative expenses in the condensed consolidated statements of operations and comprehensive income.
Impairment of Long-lived Assets
In accordance with ASC 360-10-35, we review the carrying values of long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. The Company assesses the recover-ability of the assets based on the non-discounted future cash flows the assets are expected to generate and recognize an impairment loss when estimated discounted future cash flows expected to result from the use of the asset plus net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. If an impairment is identified, the Company would reduce the carrying amount of the asset to its estimated fair value based on a discounted cash flows approach or, when available and appropriate, to comparable market values. impairment has been recorded by the Company for the three and nine months ended September 30, 2025 and 2024.
Revenue Recognition
The Company recognizes revenues when its customer obtains control of promised goods or services, in an amount that reflects the consideration which it expects to receive in exchange for those goods or services. The Company recognizes revenues following the five step model prescribed under ASU No. 2014-09: (i) identify contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenues when (or as) we satisfy the performance obligation.
F- 8
The Company evaluates if it is a principal or an agent in a transaction to determine whether revenue should be recorded on a gross or net basis. The Company is acting as the principal if it obtains control over the goods and services before they are transferred to customers. When the Company is primarily obligated in a transaction, is generally subject to inventory risk, has latitude in establishing prices, or has several but not all of these indicators, the Company acts as the principal and revenue is recorded on a gross basis. When the Company is not primarily obligated in a transaction, does not generally bear the inventory risk and does not have the ability to establish the price, the Company acts as the agent and revenue is recorded on a net basis.
The Company derives its revenue primarily from consultancy services.
Consultancy services
The Company generates the majority of its revenues by providing consulting services to its clients.
Performance-based arrangements represent forms of variable consideration determined by pre-established fixed rates. In these arrangements, the Company’s fees are based on the attainment of contractually defined objectives with our client, such as assisting the client in achieving a specific business objective (e.g. facilitating product sales, course enrollments, private car sales and delivery, and enhancing livestream performers’ performance and profitability). The Company is entitled a fixed rate on revenue generated by the client that are related to the scope of respective consultancy services upon client acceptance on the services provided.
Practical expedients and exemption
The Company has not occurred any costs to obtain contracts, and does not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less.
Revenue by major service line
|
Three months ended
September 30, |
Nine months ended
September 30, |
|||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Consultancy services | $ |
|
$ |
|
$ |
|
$ |
|
||||||||
Revenue by recognition over time vs point in time
|
Three months ended
September 30, |
Nine months ended
September 30, |
|||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenue recognized at a point in time | $ |
|
$ |
|
$ |
|
$ |
|
||||||||
| Revenue recognized over time | ||||||||||||||||
| $ |
|
$ |
|
$ |
|
$ |
|
|||||||||
F- 9
Revenue recorded on a gross vs net basis
|
Three months ended
September 30, |
Nine months ended
September 30, |
|||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenue recorded on a gross basis | $ |
|
$ |
|
$ |
|
$ |
|
||||||||
| Revenue recorded on a net basis | ||||||||||||||||
| $ |
|
$ |
|
$ |
|
$ |
|
|||||||||
Cost of revenue
Cost of revenues consists primarily of employee compensation and service fees which are directly attributable to the revenues.
Employee benefits
Full time employees of the Company in the PRC
participate in a government mandated defined contribution plan, pursuant to which certain pension benefits, medical care, employee housing
fund and other welfare benefits are provided to the employees. Chinese labor regulations require that the PRC subsidiary of the Company
make contributions to the government for these benefits based on certain percentages of the employees’ salaries, up to a maximum
amount specified by the local government. The Company has no legal obligation for the benefits beyond the contributions made. Total amounts
of such employee benefit expenses, which were expensed as incurred, were approximately $
Foreign Currency Transaction and Translation
The reporting currency of the Company is the United States dollar (“US dollar”). The financial records of the Company’s PRC operating subsidiaries are maintained in their local currency, the Renminbi (“RMB”), which is the functional currency. The financial records of the Company’s Hong Kong operating subsidiary are maintained in its local currency, the Hong Kong Dollar (“HKD”), which is the functional currency. Assets and liabilities of the subsidiaries are translated into the reporting currency at the exchange rates at the balance sheet date, equity accounts are translated at historical exchange rates, and income and expense items are translated using the average rate for the period. The translation adjustments are recorded in accumulated other comprehensive income (loss) under shareholders’ equity.
Monetary assets and liabilities denominated in currencies other than the applicable functional currencies are translated into the functional currencies at the prevailing rates of exchange at the balance sheet date. Nonmonetary assets and liabilities are remeasured into the applicable functional currencies at historical exchange rates. Transactions in currencies other than the applicable functional currencies during the period are converted into the functional currencies at the applicable rates of exchange prevailing at the transaction dates. Transaction gains and losses are recognized in the condensed consolidated statements of operations.
F- 10
RMB is not a fully convertible currency. All foreign
exchange transactions involving RMB must take place either through the People’s Bank of China (the “PBOC”) or other
institutions authorized to buy and sell foreign exchange. The exchange rates adopted for the foreign exchange transactions are the rates
of exchange quoted by the PBOC, which are determined largely by supply and demand.
| Nine months ended September 30, 2025 | ||
| Balance sheet, except for equity accounts |
RMB
|
|
| Income statement and cash flows |
RMB
|
|
| Nine months ended September 30, 2024 | ||
| Balance sheet, except for equity accounts |
RMB
|
|
| Income statement and cash flows |
RMB
|
During the periods presented, HKD is pegged to
the U.S. dollar within a narrow range which is around HKD
Income Taxes
Income taxes are accounted for using an asset and liability approach which requires the recognition of income taxes payable or refundable for the current period and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. Deferred income taxes are determined based on the differences between the accounting basis and the tax basis of assets and liabilities and are measured using the currently enacted tax rates and laws. Deferred tax assets are reduced by a valuation allowance, if based on available evidence, it is considered that it is more likely than not that some portion of or all of the deferred tax assets will not be realized. In making such determination, the Company considers factors including future reversals of existing taxable temporary differences, future profitability, and tax planning strategies. If events were to occur in the future that would allow the Company to realize more of its deferred tax assets than the presently recorded net amount, an adjustment would be made to the deferred tax assets that would increase income for the period when those events occurred. If events were to occur in the future that would require the Company to realize less of its deferred tax assets than the presently recorded net amount, an adjustment would be made to the valuation allowance against deferred tax assets that would decrease income for the period when those events occurred. Significant management judgment is required in determining income tax expense and deferred tax assets and liabilities.
The Company conducts business in the US, the PRC and Hong Kong and is subject to tax in these jurisdictions. As a result of its business activities, the Company will file tax returns that are subject to examination by the respective tax authorities.
F- 11
Uncertain Tax Positions
Management reviews regularly the adequacy of the
provisions for taxes as they relate to the Company’s income and transactions. In order to assess uncertain tax positions, the Company
applies a more likely than not threshold and a two-step approach for tax position measurement and financial statement recognition. For
the two-step approach, the first step is to evaluate the tax position for recognition by determining if the weight of available evidence
indicates that it is more likely than not that the position will be sustained, including resolution of related appeals or litigation processes,
if any. The second step is to measure the tax benefit as the largest amount that is more than
Net income per Share of Common Stock
The Company has adopted ASC Topic 260, “Earnings
per Share,” (“EPS”) which requires presentation of basic EPS on the face of the income statement for all entities with
complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation.
|
Three months ended
September 30, |
Nine months ended
September 30, |
|||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Net income | $ |
|
$ |
|
$ |
|
$ |
|
||||||||
| Weighted average number of common stock outstanding | ||||||||||||||||
| - basic and diluted |
|
|
|
|
||||||||||||
| Net income per share | ||||||||||||||||
| - basic and diluted | $ |
|
* | $ |
|
* | $ |
|
* | $ |
|
* | ||||
| * |
|
The calculation of basic net income per share of common stock is based on the net income for the three and nine months ended September 30, 2025 and 2024 and the weighted average number of ordinary shares outstanding.
For the three and nine months ended September 30, 2025 and 2024, the Company has no potentially dilutive securities, such as options or warrants, currently issued and outstanding.
Segments
The Company uses the “management approach”
in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s
chief operating decision maker, who is our chief financial officer, for making operating decisions and assessing performance as the source
for determining the Company’s reportable segments. Management, including the chief operating decision maker, reviews operating results
solely by monthly revenue of marketing consultation services and operating results of the Company and, as such, the Company has determined
that the Company has
F- 12
Fair Value of Financial Instruments
ASC Topic 820, Fair Value Measurement and Disclosures , defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. This topic also establishes a fair value hierarchy, which requires classification based on observable and unobservable inputs when measuring fair value. Certain current assets and current liabilities are financial instruments. Management believes their carrying amounts are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and, if applicable, their current interest rates are equivalent to interest rates currently available. The three levels of valuation hierarchy are defined as follows:
| ● | Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. |
| ● | Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. |
| ● | Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement. |
The carrying amounts of financial assets and liabilities, such as cash and cash equivalents, accounts receivable, other receivables, accounts payable and other payables, amounts due to a director and a shareholder and borrowings approximate their fair values because of the short maturity of these instruments or the rate of interest of these instruments approximate the market rate of interest.
Comprehensive Income
Comprehensive income is defined as the change in equity of a company during a period from transactions and other events and circumstances excluding transactions resulting from investments from owners and distributions to owners. Accumulated other comprehensive income includes cumulative foreign currency translation adjustment.
NOTE 3 – PLANT AND EQUIPMENT
Plant and equipment as of September 30, 2025 and December 31, 2024 are summarized below:
|
September 30,
2025 |
December 31,
2024 |
|||||||
| Motor vehicle | $ |
|
$ |
|
||||
| Office equipment |
|
|
||||||
|
|
|
|||||||
| Less: Accumulated depreciation |
(
|
) |
(
|
) | ||||
| Plant and equipment, net | $ |
|
$ |
|
||||
Depreciation expenses, classified as operating
expenses, were $
F- 13
NOTE 4 – RELATED PARTY TRANSACTIONS
The following is the list of the related parties with which the Company had transactions or balances for the three and nine months ended September 30, 2025 and 2024:
| (a) | Zhongchuang Boli Technology Co., Ltd. (“Zhongchuang Boli”) – a company incorporated in the Gansu, PRC. Zhongchuang Boli is wholly owned by a relative of the Company’s CEO, Mr. Guolin Tao. |
Related party transaction
|
Three months ended
September 30, |
Nine months ended
September 30, |
|||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Sundry income | ||||||||||||||||
| Zhongchuang Boli | $ |
|
$ |
|
$ |
|
$ |
|
||||||||
Sundry income was charged at fees agreed by both parties in accordance with a trademark licensing agreement.
Related party balances
|
September 30,
2025 |
December 31,
2024 |
|||||||
| Amount due to a director | ||||||||
| - Mr. Guolin Tao | $ |
|
$ |
|
||||
The amount due to director as of September 30, 2025 and December 31, 2024 are unsecured, non-interest bearing and repayable on demand.
NOTE 5 – ACCOUNTS RECEIVABLE, NET
Accounts receivable as of September 30, 2025 and December 31, 2024:
|
September 30,
2025 |
December 31,
2024 |
|||||||
| Account receivables | $ |
|
$ |
|
||||
| Less: Allowance for doubtful accounts | ||||||||
| $ |
|
$ |
|
|||||
NOTE 6 – OTHER RECEIVABLES AND PREPAYMENTS
Other receivables and prepayments consisted of the following as of September 30, 2025 and December 31, 2024:
|
September 30,
2025 |
December 31,
2024 |
|||||||
| Deposits and other receivables | $ |
|
$ |
|
||||
| Prepayments |
|
|
||||||
| $ |
|
$ |
|
|||||
F- 14
NOTE 7 – OTHER PAYABLES AND ACCRUED LIABILITIES
Other payables and accrued liabilities and consisted of the following as of September 30, 2025 and December 31, 2024:
|
September 30,
2025 |
December 31,
2024 |
|||||||
| Other payables | $ |
|
$ |
|
||||
| Salary payable |
|
|
||||||
| Accrued audit fees |
|
|
||||||
| Value-added tax and other taxes payables |
|
|
||||||
| Other accrued expenses |
|
|
||||||
| $ |
|
$ |
|
|||||
NOTE 8 – STATUTORY RESERVES
As stipulated by the relevant laws and regulations
in the PRC, company established in the PRC (the “PRC subsidiary”) is required to maintain a statutory reserve made out of
profit for the year based on the PRC subsidiary’ statutory financial statements which are prepared in accordance with the accounting
principles generally accepted in the PRC. The amount and allocation basis are decided by the director of the PRC subsidiary annually and
is not to be less than
In addition, as a result of the relevant PRC laws
and regulations which impose restriction on distribution or transfer of assets out of the PRC statutory reserve, $
No additional statutory reserves is recorded in
September 30, 2025 because the aggregate amount of profits allocated to the reserves has reached
NOTE 9 – INCOME TAXES
Income is subject to tax in the various countries in which the Company operates.
The Company mainly conducts its operating business through its subsidiaries in China, including Hong Kong.
The subsidiary incorporated in Hong Kong is subject
to Hong Kong taxation on income derived from their activities conducted in Hong Kong. Hong Kong Profits Tax has been calculated at
The subsidiary incorporated in mainland China
is governed by the Income Tax Law of the PRC concerning foreign invested enterprises and foreign enterprises and various local income
tax laws (the Income Tax Laws), and are subject to
Under the PRC EIT law, withholding income tax,
normally at a rate of
F- 15
Income tax expense consists of the following:
|
Three months ended
September 30, |
Nine months ended
September 30, |
|||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Current tax: | ||||||||||||||||
| China | $ |
|
$ |
|
$ |
|
$ |
|
||||||||
| Deferred tax | ||||||||||||||||
| Hong Kong |
|
|
|
|
||||||||||||
| China |
|
|
(
|
) |
|
|||||||||||
| Total | $ |
|
$ |
|
$ |
|
$ |
|
||||||||
The provision for income taxes consisted of the following:
|
Three months ended
September 30, |
Nine months ended
September 30, |
|||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Income before income tax | $ |
|
$ |
|
$ |
|
$ |
|
||||||||
| Statutory income tax rate |
|
% |
|
% |
|
% |
|
% | ||||||||
| Income tax credit computed at statutory income rate |
|
|
|
|
||||||||||||
| Reconciling items: | ||||||||||||||||
| Non-deductible expenses and change of valuation allowance |
|
|
|
|
||||||||||||
| Additional tax for prior year |
|
|
||||||||||||||
| Rate differential in different tax jurisdictions |
|
|
|
|
||||||||||||
| Deferred tax provided on dividends withholding tax of PRC subsidiaries |
|
|
|
|
||||||||||||
| Income tax expense | $ |
|
$ |
|
$ |
|
$ |
|
||||||||
The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities as of September 30, 2025 and December 31, 2024 are presented below:
|
September 30,
2025 |
December 31,
2024 |
|||||||
| Deferred tax assets: | ||||||||
| Deductible temporarily difference arising from other payable |
|
|
||||||
| Less: Net off with deferred tax liabilities for financial reporting purposes |
(
|
) |
(
|
) | ||||
| Net total deferred tax assets | $ | $ | ||||||
| Deferred tax liabilities: | ||||||||
| Book depreciation exceeding tax depreciation | $ |
|
$ |
|
||||
| Undistributed profits of a PRC subsidiary | $ |
|
$ |
|
||||
| Taxable temporarily difference arising from account receivables and other receivables |
|
|
||||||
| Less: Net off with deferred tax assets for financial reporting purposes |
(
|
) |
(
|
) | ||||
| Net total deferred tax liabilities | $ |
|
$ |
|
||||
F- 16
NOTE 10 – LEASE
On June 10, 2021, the Company entered into a lease
agreement for office space in Xian, the PRC with a non-cancellable lease term, commencing on July 16, 2021 and expiring on July 15, 2024.
The monthly rental payment is approximately $
Operating lease expense for the three and nine months ended September 30, 2025 and 2024 were as follows:
|
Three months ended
September 30, |
Nine months ended
September 30, |
|||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Operating lease cost – straight line |
|
|
|
|
||||||||||||
| Total lease expense | $ |
|
$ |
|
$ |
|
$ |
|
||||||||
The following is a schedule, by years, of maturities of lease liabilities as of September 30, 2025:
|
Operating
leases |
||||
| Remainder of 2025 | $ |
|
||
| 2026 |
|
|||
| 2027 |
|
|||
| 2028 | ||||
| Thereafter | ||||
| Total undiscounted cash flows |
|
|||
| Less: imputed interest |
(
|
) | ||
| Present value of lease liabilities | $ |
|
||
Lease term and discount rate
|
September 30,
2025 |
||||
| Weighted-average remaining lease term - year |
|
|||
| Weighted-average discount rate (%) |
|
% | ||
Supplemental cash flow information related to lease where the Company was the lessee for the three and nine months ended September 30, 2025 and 2024 was as follows:
|
Nine months ended
September 30, |
||||||||
| 2025 | 2024 | |||||||
| Operating cash outflows from operating lease | $ |
|
$ |
|
||||
F- 17
NOTE 11 – CONTINGENCIES AND COMMITMENTS
Contingencies
Certain conditions may exist as of the date the condensed consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought. There was no contingency of this type as of September 30, 2025 and December 31, 2024.
If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material would be disclosed. There was no contingency of this type as of September 30, 2025 and December 31, 2024.
Loss contingencies considered to be remote by management are generally not disclosed unless they involve guarantees, in which case the guarantee would be disclosed.
NOTE 12 – CERTAIN RISKS AND CONCENTRATIONS
(a) Concentrations
The Company had net revenue from the following customers that individually comprised 10% or more of net revenue for the three and nine months ended September 30, 2025 and 2024:
| Three months ended September 30, | ||||||||||||||||
| 2025 | 2024 | |||||||||||||||
| Customer A | $ |
|
|
% | $ |
|
|
% | ||||||||
| Customer B | * | % |
|
|
% | |||||||||||
| Nine months ended September 30, | ||||||||||||||||
| 2025 | 2024 | |||||||||||||||
| Customer A | $ |
|
|
% | $ |
|
|
% | ||||||||
The Company had accounts receivable from the following customers that individually comprised 10% or more of net accounts receivable as of September 30, 2025 and December 31, 2024:
|
September 30,
2025 |
December 31,
2024 |
|||||||||||||||
| Customer A | $ |
|
|
% | $ |
|
|
% | ||||||||
| Customer C |
|
|
% | % | ||||||||||||
| * |
|
For the three and nine months ended September 30, 2025 and 2024, the
Company derived services revenues of $
F- 18
The Company had cost of revenue from the following service vendor that individually comprised 10% or more of cost of revenue for the three and nine months ended September 30, 2025 and 2024:
| Three months ended September 30, | ||||||||||||||||
| 2025 | 2024 | |||||||||||||||
| Service vendor A | $ | % | $ |
|
|
% | ||||||||||
| Nine months ended September 30, | ||||||||||||||||
| 2025 | 2024 | |||||||||||||||
| Service vendor A | $ | * | % | $ |
|
|
% | |||||||||
| * |
|
There was no service vendor that individually comprised 10% or more of accounts payable as of September 30, 2025 and December 31, 2024.
At September 30, 2025 and December 31, 2024, the Company’s cash and cash equivalents included bank deposits in accounts maintained in China and Hong Kong and liquid funds in online payment platforms. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant risks on its cash in bank accounts.
For the credit risk related to accounts receivable, the Company performs ongoing credit evaluations of its customers and, if necessary, maintains reserves for potential credit losses.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents.
As of September 30, 2025 and December 31, 2024,
$
As of September 30, 2025, the Company held cash
of $
The Company operates principally in the PRC and grants credit to its customers in this geographic region. Although the PRC is economically stable, it is always possible that unanticipated events in foreign countries could disrupt the Company’s operations.
NOTE 13 – SUBSEQUENT EVENTS
The Company has evaluated the existence of events and transactions subsequent to the balance sheet date through the date the unaudited condensed consolidated financial statements were issued and has determined that there were no significant subsequent events or transactions which would require recognition or disclosure in the financial statements.
F- 19
ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Overview
EUBG is a holding company for its operating subsidiaries that provide marketing consultancy services and e-commerce business in China. While substantially all of our operations are located in China, we currently do not, and we do not plan to use variable interest entities to execute our business plan or to conduct our China-based operations. However, because our operations are in China and our major shareholders are located in China, there is always a risk that the Chinese government may exert certain supervision over the operations of any company with any level of operations in China, including its ability to offer securities to investors, list its securities on a U.S. or other foreign exchange, conduct its business or accept foreign investment. If any or all of the foregoing were to occur, it could, in turn, result in a material change in the Company’s operations and/or the value of its common stock and/or significantly limit or completely hinder its ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.
Segment and Related Information
We operate as a single reportable segment, which includes provision of consultancy services in China.
Results of Operations and Financial Condition
Results of Operations for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024
The following table represents our unaudited condensed consolidated statement of operations for the three months ended September 30, 2025 and 2024.
| Three Months Ended September 30, | ||||||||||||||||
| 2025 | 2024 | |||||||||||||||
| $ |
% of
Revenues |
$ |
% of
Revenues |
|||||||||||||
| Revenue | $ | 1,217,966 | 100 | % | $ | 1,670,203 | 100 | % | ||||||||
| Cost of revenue | (137,310 | ) | (11 | )% | (179,352 | ) | (11 | )% | ||||||||
| Gross profit | 1,080,656 | 89 | % | 1,490,851 | 89 | % | ||||||||||
| Selling, general and administrative expenses | (386,190 | ) | (32 | )% | (425,341 | ) | (25 | )% | ||||||||
| Total other (expenses) income, net | (10,436 | ) | (1 | )% | 52,317 | 3 | % | |||||||||
| Income before income tax | 684,030 | 56 | % | 1,117,827 | 67 | % | ||||||||||
| Income tax expense | (288,917 | ) | (24 | )% | (414,212 | ) | (25 | )% | ||||||||
| Net income | $ | 395,113 | 32 | % | $ | 703,615 | 42 | % | ||||||||
Revenue and cost of revenue
During the three months ended September 30, 2025, we generated revenue of $1,217,966, which represents a decrease of $452,237 or 27.1% as compared to the same period in the prior year. The decrease was mainly attributed to a $335,937 drop in our consultancy services related to facilitating client product sales, as well as a $119,388 decline in consultancy services for a client engaged in the live streaming business.
Cost of revenue for the three months ended September 30, 2025 was $137,310, which represented a decrease of $42,042 or 23.4% as compared to the same period in the prior year. The decrease in cost of revenue is primarily due to the completion of a consultation service with a service provider on March 31, 2025, which has not recurred.
Profit margin for the three months ended September 30, 2025 was 88.7%, which represents a slight decrease of 0.5% as compared to the same period in the prior year.
2
As a result of the above, the gross profit was $1,080,656 for the three months ended September 30, 2025, which represented a decrease of $410,195 or 27.5% as compared to the same period in the prior year.
Selling, general and administrative expenses
During the three months ended September 30, 2025, we incurred $386,190 in selling, general and administrative expenses, which represented a decrease of $39,151 or 9.2% as compared to the same period in the prior year. Our selling, general and administrative expenses consisted mainly of audit fees, professional fees, payroll expenses and consultancy fees.
Total other (expenses) income, net
During the three months ended September 30, 2025, we recorded net other expenses of $10,436, which represented a difference of $62,753 or 119.9% as compared to the same period in the prior year. Our net other income mainly consisted of bank interest income, exchange rate differences and sundry income. The difference is primarily attributed to the decrease in sundry income from trademark licensing and unrealized exchange loss of $23,363 resulting from the depreciation of the RMB against the HKD.
Income tax expense
During the three months ended September 30, 2025, we incurred income tax expense of $288,917, which represented a decrease of $125,295 or 30.2% as compared to the same period in the prior year. The income tax expenses consisted of the Enterprise Income Tax charged in China and the withholding tax incurred in Hong Kong.
For the three months ended September 30, 2025, our income tax expenses comprised of current tax expenses and deferred tax expense of $214,207 and $74,710, respectively, compared to current tax expenses and deferred tax expenses of $279,343 and $134,869 for the same period in the prior year.
Net income
As a result of the above, we generated a net income of $395,113 and $703,615 for the three months ended September 30, 2025 and 2024, respectively.
Results of Operations for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024
The following table represents our unaudited condensed consolidated statement of operations for the nine months ended September 30, 2025 and 2024.
| Nine Months Ended September 30, | ||||||||||||||||
| 2025 | 2024 | |||||||||||||||
| $ |
% of
Revenues |
$ |
% of
Revenues |
|||||||||||||
| Revenue | $ | 3,323,026 | 100 | % | $ | 4,194,477 | 100 | % | ||||||||
| Cost of revenue | (444,011 | ) | (13 | )% | (510,490 | ) | (12 | )% | ||||||||
| Gross profit | 2,879,015 | 87 | % | 3,683,987 | 88 | % | ||||||||||
| Selling, general and administrative expenses | (1,309,288 | ) | (39 | )% | (1,303,367 | ) | (31 | )% | ||||||||
| Total other income, net | 198,707 | 6 | % | 42,579 | 1 | % | ||||||||||
| Income before income tax | 1,768,434 | 53 | % | 2,423,199 | 58 | % | ||||||||||
| Income tax expense | (766,984 | ) | (23 | )% | (997,621 | ) | (24 | )% | ||||||||
| Net income | $ | 1,001,450 | 30 | % | $ | 1,425,578 | 34 | % | ||||||||
3
Revenue and cost of revenue
During the nine months ended September 30, 2025, we generated revenue of $3,323,026, which represents a decrease of $871,451 or 20.8% as compared to the same period in the prior year. The decrease was mainly attributed to a $363,365 drop in our consultancy services related to facilitating client product sales, as well as a $501,080 decline in consultancy services for a client engaged in the live streaming business.
Cost of revenue for the nine months ended September 30, 2025 was $444,011, which represented a decrease of $66,479 or 13% as compared to the same period in the prior year. The decrease in cost of revenue is primarily due to the decrease in payroll for the direct staff and the completion of a consultation service with a service provider on March 31, 2025, which has not recurred.
Profit margin for the nine months ended September 30, 2025 was 86.6%, which represents a slight decrease of 1.2% as compared to the same period in the prior year.
As a result of the above, the gross profit was $2,879,015 for the nine months ended September 30, 2025, which represented a decrease of $804,972 or 21.9% as compared to the same period in the prior year.
Selling, general and administrative expenses
During the nine months ended September 30, 2025, we incurred $1,309,288 in selling, general and administrative expenses, which represented an increase of $5,921 or 0.5% as compared to the same period in the prior year. Our selling, general and administrative expenses consisted mainly of audit fees, professional fees, payroll expenses and consultancy fees.
Total other income, net
During the nine months ended September 30, 2025, we recorded total other income of $198,707, which represented a difference of $156,128 or 3.7 times as compared to the same period in the prior year. Our net other income mainly consisted of bank interest income, exchange rate differences and sundry income. The difference is primarily attributed to the increase in sundry income from trademark licensing and unrealized exchange gain of $95,709 resulting from the appreciation of the RMB against the HKD.
Income tax expense
During the nine months ended September 30, 2025, we incurred income tax expense of $766,984, which represented a decrease of $230,637 or 23.1% as compared to the same period in the prior year. The income tax expenses consisted of the Enterprise Income Tax charged in China and the withholding tax incurred in Hong Kong.
For the nine months ended September 30, 2025, our income tax expenses comprised of current tax expenses and deferred tax expense of $641,901 and $125,083, respectively, compared to current tax expenses and deferred tax expenses of $719,168 and $278,453 for the same period in the prior year.
Net income
As a result of the above, we generated a net income of $1,001,450 and $1,425,578 for the nine months ended September 30, 2025 and 2024, respectively.
Liquidity and Capital Resources
Working Capital
|
September 30,
2025 |
December 31,
2024 |
|||||||
| Cash and cash equivalents | $ | 9,564,938 | $ | 8,488,063 | ||||
| Total current assets | 10,181,322 | 9,220,110 | ||||||
| Total assets | 10,289,995 | 9,386,317 | ||||||
| Total liabilities | 794,701 | 977,348 | ||||||
| Retained earnings | 2,607,118 | 1,605,668 | ||||||
| Total stockholders’ equity | 9,495,294 | 8,408,969 | ||||||
4
Cash flow
The following table sets forth a summary of our cash flows for the periods indicated:
|
Nine months ended
September 30, |
||||||||
| 2025 | 2024 | |||||||
| Net cash generated from operating activities | $ | 998,609 | $ | 1,059,204 | ||||
| Cash used in financing activities | - | (2,211,536 | ) | |||||
| Effect of exchange rate changes on cash | 78,266 | 103,546 | ||||||
| Cash and cash equivalents at beginning of period | 8,488,063 | 9,324,115 | ||||||
| Cash and cash equivalents at end of period | $ | 9,564,938 | $ | 8,275,329 | ||||
Cash generated from operating activities
Net cash generated from operating activities for the nine months ended September 30, 2025 was $998,609, which represented a decrease of $60,595 or 5.7% as compared to the same period in the prior year. The decrease of operating cash flows mainly resulted from a combination of below operating activities changes:
Net income was $1,001,450 for the nine months ended September 30, 2025, as compared to $1,425,578 for the same period in the prior year. The decrease of net income of $424,128 or 29.8% was primarily due to a $363,365 drop in our consultancy services related to facilitating client product sales, as well as a $501,080 decline in consultancy services for a client engaged in the live streaming business. This was partially offset by an increase in total other income of $156,128.
Cash outflow arising from deferred tax adjustment was $79,011 for the nine months ended September 30, 2025, as compared to cash outflow of $4,277 as compared to the same period in the prior year. The changes of deferred tax was majorly attributed to reversal of trademark income recognition with amount of $72,664.
Cash inflow of other receivables and prepayments was $133,887 for the nine months ended September 30, 2025, as compared to cash outflow of $111,519 for the same period in the prior year. The change in cash flow of $245,406 was primarily due to the recognition of prepaid expenses and collection of other receivables during the nine months ended September 30, 2025, whereas there were no such prepayments recognition in the prior period.
Cash inflow of tax payables was $102,008 for the nine months ended September 30, 2025, as compared to cash outflow of $54,072 for the same period in the prior year. Our tax payables consist of the Enterprise Income Tax charged in China, which is accrued on a quarterly basis and settled in the subsequent quarter. The changes in cash flow from tax payables were primarily influenced by the income tax provision and income tax paid during the year. For the nine months ended September 30, 2025, the income tax provision was $641,901 and exceeded the income tax paid of $539,893, leading to the cash inflow of $102,008. For the same period in the prior year, the income tax provision was $719,168, less than the income tax paid of $773,240, resulting the cash outflow of $54,072.
Cash flows used in financing activities
No cash movement of financing activities was resulted for the nine months ended September 30, 2025. The cash used in financing activities for the nine months ended September 30, 2024 was due to dividends paid of $2,211,536 to the shareholders.
Future Capital Requirements
We believe that our ability to generate cash from operations are adequate to fund working capital, capital spending and other cash needs for at least the next 12 months. Our ability to generate adequate cash from operations in the future, however, will depend on, among other things, our ability to successfully implement our business strategies while continuing to tightly control our expenses, and to manage the impact of changes to the PRC regulatory environment. We can give no assurance that we will be able to successfully implement those strategies and cost control initiatives, or successfully adjust to any changes to PRC laws and regulations impacting our business. In addition, changes in our operating plans, lower than anticipated sales, increased expenses, interest rate increases, acquisitions or other events may cause us to seek additional debt or equity financing in future periods. We can give no assurance that financing will be available on acceptable terms or at all. Additional equity financing could be dilutive to holders of the Company’s common stock; debt financing, if available, could impose additional cash payment obligations and additional covenants and operating restrictions.
5
Contractual Obligations
We had the following contractual obligations and commercial commitments as of September 30, 2025:
| Contractual Obligations | Total |
Less than
1 year |
1-3
years |
3-5
years |
More than
5 years |
|||||||||||||||
| Lease | 85,012 | 48,578 | 36,434 | - | - | |||||||||||||||
| TOTAL | $ | 85,012 | 48,578 | 36,434 | - | - | ||||||||||||||
Off-Balance Sheet Arrangements
As of September 30, 2025 and December 31, 2024, we did not have any off-balance sheet arrangements as defined in Item 303(a) (4) (ii) of Regulation S-K promulgated under the Securities Act.
Critical Accounting Policies and Estimates
The preparation of condensed financial statements in conformity with accounting principles generally accepted in the United States requires our management to make assumptions, estimates and judgments that affect the amounts reported, including the notes thereto, and related disclosures of commitments and contingencies, if any. We have identified certain accounting policies that are significant to the preparation of our financial statements. These accounting policies are important for an understanding of our financial condition and results of operation. Critical accounting policies are those that are most important to the portrayal of our financial condition and results of operations and require management’s difficult, subjective, or complex judgment, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Certain accounting estimates are particularly sensitive because of their significance to financial statements and because of the possibility that future events affecting the estimate may differ significantly from management’s current judgments. For a full description of our critical accounting policies, refer to Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our 2024 Form 10-K. While there have been no material changes to our critical accounting policies, or the methodologies or assumptions we apply under them, we continue to monitor such methodologies and assumptions.
ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this item.
ITEM 4 - CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this report, we conducted an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the 1934 Act). Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2025, our disclosure controls and procedures are not effective to ensure that information required to be disclosed by us in reports that we file or submit under the 1934 Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms.
The Company determined that there were control deficiencies that constituted material weaknesses, as described below as of September 30, 2025.
| 1. | We did not maintain appropriate cash controls – We had not maintained sufficient internal controls over financial reporting for the cash process, including failure to segregate cash handling and accounting functions, and did not require dual signature on our bank accounts. However, the effects of poor cash controls were mitigated in part by the fact that we had introduced certain cash management policies. |
| 2. | We did not implement appropriate information technology controls – We were retaining copies of all financial data and material agreements; however there is no formal procedure or evidence of normal backup of our data or off-site storage of the data in the event of theft, misplacement, or loss due to unmitigated factors. |
6
| 3. | We currently lack sufficient accounting personnel with the appropriate level of knowledge, experience and training in U.S. GAAP and SEC reporting requirements. |
| 4. | We do not have adequate written policies and procedures – Due to lack of adequate written policies and procedures for accounting and financial reporting, we did not establish a formal process to close our books monthly and account for all transactions in a timely manner. |
| 5. | There is no segregation of duties – Our internal controls are compromised by the absence of a clear division of responsibilities, which increases the risk of errors and fraud. |
| 6. | We do not have an audit committee – The lack of an independent audit committee limits oversight and accountability in our financial reporting processes. |
| 7. | We do not have an independent board of directors – The absence of an independent board reduces the effectiveness of oversight and governance over our financial reporting. |
Accordingly, we 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 our internal controls.
Due to our small size and the early stage of our business, segregation of duties may not always be possible and may not be economically feasible. We have limited capital resources and have given priority in the use of those resources to our business development efforts. As a result, we have not been able to take steps to improve our internal controls over financial reporting during the quarter ended September 30, 2025. However, we continue to evaluate the effectiveness of internal controls and procedures on an ongoing basis. Once our operations grow and become more complex, our Board of Directors will take steps to remediate these material weaknesses as soon as practicable:
| 1. | We plan to formalize and provide training, on certain policies, including cash control. |
| 2. | We plan, as funding permits, to engage a third party consultant to help evaluate and improve the design of appropriate information technology controls. |
| 3. | We plan, as funding permits, to appoint additional personnel with U.S. GAAP and SEC reporting experience to assist with the preparation of our financial reporting. |
| 4. | 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, in a timely manner. |
Despite the material weaknesses and deficiencies reported above, our management believes that our financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented and that this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
Changes in Internal Control over Financial Reporting
Other than as described above, there have been no changes in the internal controls over financial reporting during the most recently completed quarter ended September 30, 2025, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
7
PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, 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. To the best knowledge of management, there are no material legal proceedings pending against the Company.
ITEM 1A - RISK FACTORS
An investment in our common stock involves a high degree of risk. You should carefully consider the risks set forth in the section captioned “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 28, 2025, before making an investment decision. If any of the risks actually occur, our business, financial condition or results of operations could suffer. In that case, the trading price of our common stock could decline, and you may lose all or part of your investment. You should read the section captioned “Special Note Regarding Forward Looking Statements” above for a discussion of what types of statements are forward-looking statements, as well as the significance of such statements in the context of this report.
The Company is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this item.
ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
No Unregistered Sales of Equity Securities
There have been no unregistered securities sold by the Company during the period covered by this report.
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4 - MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5 - OTHER INFORMATION
Rule 10b5-1 Trading Arrangements
During the quarter ended September 30, 2025, no
director or officer of the Company
8
ITEM 6 - EXHIBITS
The following exhibits are filed as part of this report.
| Exhibit No. | Description | |
| 31.1 | Certifications of the Principal Executive Officer and Principal Financial Officer under Section 302 of the Sarbanes-Oxley Act | |
| 32.1* | Certifications of the Principal Executive Officer and Principal Financial Officer under Section 906 of the Sarbanes-Oxley Act | |
| 101.INS | Inline XBRL Instance Document. | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).* |
| * | These certifications are not deemed filed by the SEC and are not to be incorporated by reference in any filing we make under the Securities Act or the Exchange Act, irrespective of any general incorporation language in any filings. |
9
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.
| Entrepreneur Universe Bright Group | ||
| Date: November 12, 2025 | By: | /s/ Guolin Tao |
| Guolin Tao | ||
| Chief Executive Officer and Chief Financial Officer | ||
| (Principal Executive Officer and Principal Financial Officer) | ||
10