8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): September 9, 2022

ENTREPRENEUR UNIVERSE BRIGHT GROUP

(Exact name of registrant as specified in our charter)

+86-029-86100263

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

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

Item 4.01 Changes in Registrant’s Certifying Accountant.

(a)(1) On September 7, 2022, Entrepreneur Universe Bright Group (the “Company”) dismissed its independent accountant, Centurion ZD CPA & Co. (“CZD”), an audit firm headquartered in Hong Kong.

The report of independent registered public accounting firm of CZD regarding the Company’s financial statements for the fiscal years ended December 31, 2021 and 2020 did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles.

During the years ended December 31, 2021 and 2020, and during the subsequent interim period from the end of the most recently completed fiscal year through September 7, 2022, the date of dismissal, there were no “disagreements” (as described in Item 304(a)(10(iv) of Regulation S-K) with CZD on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreement(s), if not resolved to the satisfaction of CZD would have caused it to make reference to such disagreement in its reports for such periods. Furthermore, no “reportable events” occurred during the years ended December 31, 2021 and 2020, or subsequently up to September 7, 2022. As used herein, the term “reportable event” means any of the items listed in paragraphs (a)(1)(v) of Item 304 of Regulation S-K. The following material weaknesses have been identified and included in management's assessment: (1) the Company did not maintain appropriate cash controls; (2) the Company did not implement appropriate information technology controls; (3) the lack of sufficient accounting personnel with appropriate level of knowledge, experience and training in U.S. GAAP and SEC reporting requirements; and (4) the Company did not have adequate written policies and procedures, which resulted in a number of internal control deficiencies that were identified as being significant. Also, as a small company, the Company does not have sufficient internal control personnel to set up adequate review functions at each reporting level.

The Company provided CZD with a copy of this Current Report on Form 8-K prior to its filing with the Securities and Exchange Commission and requested that CZD furnish the Company with a letter addressed to the Securities and Exchange Commission (the “SEC”) stating whether it agrees with the above statements and, if it does not agree, stating the respects in which it does not agree. A copy of the letter of CZD to the SEC, dated September 9, 2022, is attached as Exhibit 16.1 hereto and incorporated by reference herein.

(a)(2) On September 7, 2022, the Board of Directors, acting as the audit committee, of the Company announces that it has appointed Prager Metis CPAs, LLC (“PragerMetis”) as the Company’s independent auditor for the fiscal year end December 31, 2022.

During the two most recent fiscal years ended December 31, 2021 and 2020 and through the date the Company selected PragerMetis as its independent registered public accounting firm, neither the Company nor anyone on behalf of the Company consulted PragerMetis regarding any accounting or auditing issues involving the Company, including (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, or (ii) any matter that was the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K of the Securities Exchange Act of 1934, as amended, and the related instructions to Item 304 of Regulation S-K) or a “reportable event” (as defined in Item 304(a)(1)(v) of Regulation S-K).

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

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 hereunto duly authorized.

Exhibit 16.1

	中正達****會計師事務所<br><br><br><br>Centurion ZD CPA & Co.<br><br><br><br>Certified Public Accountants (Practising)
Unit 1304, 13/F, Two Harbourfront, 22 Tak Fung Street, Hunghom,<br>Hong Kong.<br><br><br><br>香港<br>紅磡 德豐街22號 海濱廣場二期<br>13樓1304室<br><br><br><br>Tel 電話:<br>(852) 2126 2388      Fax 傳真: (852) 2122 9078<br><br><br><br>Email 電郵:<br>info@czdcpa.com

September 9, 2022

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, DC 20549

U.S.A.

Ladies and Gentlemen:

We have read the statements concerning our firm contained in Form 8-K of ENTREPRENEUR UNIERSE BRIGHT GROUP. dated and filed with the Securities and Exchange Commission on September 9, 2022, and are in agreement with the statements concerning our firm contained in the first, second, third and fourth paragraphs. We have no basis to agree or disagree with other statements contained therein.

Very truly yours

/s/ Centurion ZD CPA & Co.

Centurion ZD CPA & Co.

Hong Kong, China