8-K
ENTREPRENEUR UNIVERSE BRIGHT GROUP (EUBG)
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):
November 14, 2022
ENTREPRENEUR UNIVERSE BRIGHT GROUP
(Exact name of registrant as specified in our charter)
| Nevada | 000-56305 | 90-1734867 |
|---|---|---|
| (State or Other Jurisdiction<br><br>of Incorporation) | (Commission File Number) | (IRS Employer<br><br> <br>Identification No.) |
| Suite 907, Saigao City Plaza Building 2,<br><br> <br>No. 170, Weiyang Road, Xi’an, China | ||
| --- | --- | |
| (Address of Principal Executive Offices) | (Zip Code) |
+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):
| ☐ | Written communications pursuant to Rule 425 under the Securities<br>Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange<br>Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under<br>the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under<br>the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| None |
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. ☐
Item2.02 Results of Operations and Financial Condition.
On November 14, 2022, Entrepreneur Universe Bright Group (the “Company”) issued a press release setting forth certain financial and operational information for its second quarter ended September 30, 2022. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item7.01 Regulation FD Disclosure.
The information under Item 2.02 above is incorporated herein by reference.
The information reported under Items 2.02 and7.01 in this Current Report on Form 8-K, including Exhibit 99.1, is being “furnished” and shall not be deemed filed for purposesof Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilitiesof that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the ExchangeAct, regardless of any general incorporation language in such filing.
Item 9.01. Financial Statement and Exhibits
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release dated November 14, 2022 |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL) |
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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.
| Entrepreneur Universe Bright Group | ||
|---|---|---|
| By: | /s/ Guolin Tao | |
| Guolin Tao<br><br> <br>Chief Executive Officer | ||
| Dated: November 14, 2022 |
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Exhibit 99.1
ENTREPRENEUR UNIVERSE BRIGHT GROUP Announces 2022 Q3 Financial Results
Xi’an, China, November [14], 2021 -- ENTREPRENEUR UNIVERSE BRIGHT GROUP (“EUBG” or the “Company”) (OTCBB: EUBG), a digital marketing consulting company, today announced its unaudited financial results for the third quarter ended September 30, 2022.
Mr. Guolin Tao, CEO of Entrepreneur Universe Bright Group commented, “During the third quarter, our business and operations continued to be materially and negatively impacted by the COVID-19 situation in China. The decrease of our business was mainly due to the drop of our consultancy services income, generated from clients who engaged in online courses business. These end customers became more patient and cautious in choosing online courses. We are continuing to seek out different business opportunities to stabilize our income streams.”
“As of September 30, 2022, the COVID-19 pandemic situation in China continues to be dynamic, and near-term challenges across the economy remain. Substantially all of our revenues and operations are concentrated in China and demand for our consulting services by small and medium-sized enterprises were adversely affected due to widespread economic disruptions during the COVID-19 outbreak. Specifically, as a result of government mandated closures of non-essential business in China, many of our customers’ business were suspended while others permanently closed their businesses,” Mr. Tao added.
ThirdQuarter 2022 Unaudited Financial Results
| Three months ended<br> September 30, | ||||||
|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||
| Revenue | $ | 801,784 | $ | 1,622,471 | ||
| Cost of revenue | (140,009 | ) | (870,967 | ) | ||
| Gross profit | 661,775 | 751,504 | ||||
| Selling expenses | (10,043 | ) | (54,921 | ) | ||
| General and administrative expenses | (423,931 | ) | (326,090 | ) | ||
| Total other (expenses) income, net | (124,016 | ) | 38,847 | |||
| Income before income tax | 103,785 | 409,340 | ||||
| Income tax expense | (135,784 | ) | (201,789 | ) | ||
| Net (loss) income | $ | (31,999 | ) | $ | 207,551 | |
| ● | Revenue<br>decreased by 50.6% to $801,784 due to the decrease our consultancy services and sourcing and marketing services income | |||||
| --- | --- | |||||
| ● | Gross<br>profit decreased by 11.9% to $661,775 | |||||
| --- | --- | |||||
| ● | Net<br>income decreased by $239,550 to a net loss of $31,999 | |||||
| --- | --- |
Revenueand cost of revenue: During the three months ended September 30, 2022, we generated revenue of $801,784 compared to $1,622,471 for the three months ended September 30, 2021, representing a decrease of $820,687 or 50.6% as compared with the prior period.
Cost of revenue was $140,009 for the three months ended September 30, 2022 compared to $870,967 for the three months ended September 30, 2021. The decrease of cost of revenue for the three months ended September 30, 2022 was mainly due to our senior management no longer directly involved in performing the services but focused on management work. Therefore, less direct senior management costs were incurred in the consultancy services and souring and marketing service.
Grossprofit: We generated a gross profit of $661,775 and $751,504 for the three months ended September 30, 2022 and 2021, respectively.
Net(loss) income: As a result of the above, we resulted a net loss of $31,999 and generated a new income of $207,551 for the three months ended September 30, 2022 and 2021, respectively.
Cashand cash equivalents. As of September 30, 2022 and December 31, 2021, $6,330,431 and $7,649,129 of the Company’s cash and cash equivalents, respectively were held at financial institutions and online payment platforms located in the PRC and Hong Kong that management believes to be of high credit quality.
Ninemonths ended September 30, 2022 Financial Results
| Nine months ended<br> September 30, | ||||||
|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||
| Revenue | $ | 2,851,656 | $ | 4,479,415 | ||
| Cost of revenue | (565,820 | ) | (1,289,739 | ) | ||
| Gross profit | 2,285,836 | 3,189,676 | ||||
| Selling expenses | (34,957 | ) | (224,935 | ) | ||
| General and administrative expenses | (1,066,604 | ) | (905,391 | ) | ||
| Total other income, net | 35,905 | 108,941 | ||||
| Income before income tax | 1,220,180 | 2,168,291 | ||||
| Income tax expense | (595,156 | ) | (872,063 | ) | ||
| Net income | $ | 625,024 | $ | 1,296,228 |
| ● | Revenue<br> decreased by 36.3% to $2,851,656 due to the decrease in our consultancy services income |
|---|---|
| ● | Gross<br> profit decreased by 28.3% to $2,285,836 |
| --- | --- |
| ● | Net<br> income decreased by $671,204 to $625,024 |
| --- | --- |
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Revenueand cost of revenue: During the nine months ended September 30, 2022, we generated revenue of $2,851,656 compared to $4,479,415 for the nine months ended September 30, 2021, representing a decrease of $1,627,759 or 36.3% as compared with the prior period. The decrease was mainly due to our consultancy services income, generated from clients who engaged in online courses business, dropped by $2,405,874 as compared with last period.
During the nine months ended September 30, 2022, we generated $267,874 from our new digital training related services and $911,733 from our consultancy services to a customer who engaged in live streaming business. However, these new income streams only compensated a part of the revenue reduction in current period. The digital training related services with Jade Bird remain suspended as of today. Therefore, we expected the new revenue will not be available to compensate the revenue reduction until further notice.
Cost of revenue was $565,820 for the nine months ended September 30, 2022 compared to $1,289,739 for the nine months ended September 30, 2021. For the nine months ended September 30, 2022, the cost of revenue mainly represented the staff costs for our consulting services and the agency fees for our digital training related services.
Grossprofit: We generated a gross profit of $2,285,836 and $3,189,676 for the nine months ended September 30, 2022 and 2021, respectively.
Netincome: As a result of the above, we generated a net income of $625,024 and $1,296,228 for the nine months ended September 30, 2022 and 2021, respectively.
AboutENTREPRENEUR UNIVERSE BRIGHT GROUP
ENTREPRENEUR UNIVERSE BRIGHT GROUP is a digital marketing consultation company with its main operation in China, providing marketing consulting services to Chinese start-up companies. The company provides consulting services, sourcing and marketing services in China through its PRC subsidiary with support from its HK subsidiary. Its PRC subsidiary provides services aimed at connecting businesses with e-commerce platforms. The integrated service platform focuses on strategic marketing and consulting. The company’s mission is to help start-up companies and small-size companies and guide these companies’ founders in utilizing the company’s digital marketing consulting plan to reach their business goals. For more information about the Company, please visit: http://www.eubggroup.com/.
SafeHarbor Statement
This press release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. When the Company uses words such as “may, “will, “intend,” “should,” “believe,” “expect,” “anticipate,” “project,” “estimate” or similar expressions that do not relate solely to historical matters, it is making forward-looking statements. Specifically, the Company’s statements regarding trading on the OTCBB market and closing the initial public offering are forward-looking statements. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause the actual results to differ materially from the Company’s expectations discussed in the forward-looking statements. These statements are subject to uncertainties and risks including, but not limited to, the following: the Company’s goals and strategies; the Company’s future business development; financial condition and results of operations; product and service demand and acceptance; reputation and brand; the impact of competition and pricing; changes in technology; government regulations; fluctuations in general economic and business conditions in China and assumptions underlying or related to any of the foregoing and other risks contained in reports filed by the Company with the SEC. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. Additional factors are discussed in the Company’s filings with the SEC, which are available for review at www.sec.gov. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof.
Formore information, please contact:
TheCompany:
Jianyong Li
Email: lijianyong@eubggroup.com
Phone: +86-(029) 86100263
InvestorRelations:
Hana Yin
EverGreen Consulting Inc.
Email: IR@changqingconsulting.com
Phone: +1-949-416-8888 (from U.S.)
+86 185-0119-2929 (from China)
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ENTREPRENEURUNIVERSE BRIGHT GROUP
CONDENSEDCONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(InU.S. dollars except for number of shares)
| December 31,<br> 2021 | ||||
|---|---|---|---|---|
| ASSETS | ||||
| CURRENT ASSETS | ||||
| Cash and cash equivalents | 6,330,431 | $ | 7,649,129 | |
| Accounts receivable | 287,436 | 67,940 | ||
| Loan and interest receivables | 983,699 | - | ||
| Other receivables and prepayments | 41,068 | 55,925 | ||
| Total current assets | 7,642,634 | 7,772,994 | ||
| NON-CURRENT ASSETS | ||||
| Plant and equipment, net | 202,431 | 281,448 | ||
| Operating lease right-of-use assets, net | 93,387 | 146,698 | ||
| Total non-current assets | 295,818 | 428,146 | ||
| TOTAL ASSETS | 7,938,452 | $ | 8,201,140 | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||
| CURRENT LIABILITIES | ||||
| Accounts payable | - | $ | 115,833 | |
| Other payables and accrued liabilities | 225,119 | 402,158 | ||
| Contract liabilities | - | 216,142 | ||
| Receipt in advance | - | 5,161 | ||
| Operating lease liabilities, current | 51,119 | 59,370 | ||
| Tax payables | 133,931 | 39,545 | ||
| Amount due to a director | 167,935 | 171,443 | ||
| Total current liabilities | 578,104 | 1,009,652 | ||
| NON-CURRENT LIABILITY | ||||
| Deferred tax liabilities | 297,200 | 342,546 | ||
| Operating lease liabilities, non-current | 42,269 | 87,328 | ||
| Total non-current liabilities | 339,469 | 429,874 | ||
| TOTAL LIABILITIES | 917,573 | 1,439,526 | ||
| COMMITMENTS AND CONTINGENCIES | ||||
| STOCKHOLDERS’ EQUITY | ||||
| Preferred stock, par value 0.0001 per share, 1,100,000 shares authorized, Nil (December 31, 2021: Nil) shares issued and outstanding as of September 30, 2022 | - | - | ||
| Common stock, par value 0.0001 per share; 1,800,000,000 shares authorized, 1,701,181,423 (December 31, 2021: 1,701,181,423) shares issued and outstanding as of September 30, 2022 | 170,118 | 170,118 | ||
| Additional paid-in capital | 6,453,048 | 6,453,048 | ||
| Statutory reserves | 65,911 | 65,911 | ||
| Retained earnings (accumulated deficit) | 267,621 | (357,403 | ) | |
| Accumulated other comprehensive income | 64,181 | 429,940 | ||
| Total stockholders’ equity | 7,020,879 | 6,761,614 | ||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | 7,938,452 | $ | 8,201,140 |
All values are in US Dollars.
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ENTREPRENEURUNIVERSE BRIGHT GROUP
CONDENSEDCONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(UNAUDITED)
(InU.S. dollars except for number of shares)
| For the three months ended<br> September 30, | For the nine months ended<br> September 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | |||||||||
| Revenue | 801,784 | 1,622,471 | $ | 2,851,656 | $ | 4,479,415 | ||||||
| Cost of revenue | (140,009 | ) | (870,967 | ) | (565,820 | ) | (1,289,739 | ) | ||||
| Gross profit | 661,775 | 751,504 | 2,285,836 | 3,189,676 | ||||||||
| Selling expenses | (10,043 | ) | (54,921 | ) | (34,957 | ) | (224,935 | ) | ||||
| General and administrative expenses | (423,931 | ) | (326,090 | ) | (1,066,604 | ) | (905,391 | ) | ||||
| Profit from operations | 227,801 | 370,493 | 1,184,275 | 2,059,350 | ||||||||
| Other income (expenses): | ||||||||||||
| Interest income | 10,522 | 15,934 | 33,489 | 66,213 | ||||||||
| Exchange gain (loss) | (135,842 | ) | 8,957 | (107,920 | ) | (3,088 | ) | |||||
| Sundry income | 1,304 | 13,956 | 110,336 | 45,816 | ||||||||
| Total other income (expenses), net | (124,016 | ) | 38,847 | 35,905 | 108,941 | |||||||
| Income before income tax | 103,785 | 409,340 | 1,220,180 | 2,168,291 | ||||||||
| Income tax expense | (135,784 | ) | (201,789 | ) | (595,156 | ) | (872,063 | ) | ||||
| Net (loss) income | $ | (31,999 | ) | 207,551 | $ | 625,024 | $ | 1,296,228 | ||||
| Other comprehensive (loss) income | - | |||||||||||
| Foreign currency translation adjustment | (128,843 | ) | (2,946 | ) | (365,759 | ) | 63,036 | |||||
| Total<br> comprehensive (loss) income | $ | (160,842 | ) | 204,605 | $ | 259,265 | $ | 1,359,264 | ||||
| Net (loss) income per share - Basic and diluted | $ | 0.00 | * | 0.00 | * | $ | 0.00 | * | $ | 0.00 | * | |
| Weighted average number of common shares outstanding - Basic and Diluted | 1,701,181,423 | 1,701,181,423 | 1,701,181,423 | 1,701,181,423 | ||||||||
| * | Less than $0.01 per share | |||||||||||
| --- | --- |
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ENTREPRENEURUNIVERSE BRIGHT GROUP
CONDENSEDCONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
(InU.S. dollars)
| Nine months ended <br><br>September 30, | ||||||
|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||
| Cash flows from operating activities | ||||||
| Net income | $ | 625,024 | $ | 1,296,228 | ||
| Adjustments to reconcile net income to cash used in operating activities: | ||||||
| Depreciation | 62,516 | 62,222 | ||||
| Amortization of operating lease right-of-use assets | 40,575 | 39,248 | ||||
| Deferred tax | (33,117 | ) | (319,660 | ) | ||
| Changes in operating assets and liabilities: | ||||||
| Other receivables and prepayments | 11,128 | (179,961 | ) | |||
| Accounts receivable | (244,432 | ) | 95,800 | |||
| Accounts payable | (111,527 | ) | 431,690 | |||
| Other payables and accrued liabilities | (159,123 | ) | (284,226 | ) | ||
| Tax payables | 106,699 | (445,713 | ) | |||
| Contract liabilities | (208,106 | ) | 4,158 | |||
| Receipt in advance | (4,969 | ) | (34,318 | ) | ||
| Operating lease liabilities | (40,574 | ) | (43,614 | ) | ||
| Net cash generated from operating activities | 44,094 | 621,854 | ||||
| Cash flows from investing activities | ||||||
| Purchase of property, plant and equipment | (9,746 | ) | - | |||
| Acquisition of debt products | - | (2,781,482 | ) | |||
| Redemption of debt products | - | 5,872,017 | ||||
| Loan receivables to unrelated third parties | (1,060,394 | ) | (499,554 | ) | ||
| Loan to a related company | - | (123,621 | ) | |||
| Repayment from a related company | - | 312,401 | ||||
| Repayment from a unrelated third party | - | 499,554 | ||||
| Net cash (used in) generated from investing activities | (1,070,140 | ) | 3,279,315 | |||
| Cash flows from financing activities | ||||||
| Repayment of borrowings from a director | (3,490 | ) | (128,751 | ) | ||
| Advance from a director | - | 67,882 | ||||
| Net cash used in financing activities | (3,490 | ) | (60,869 | ) | ||
| Effect of exchange rates on cash | (289,162 | ) | 37,171 | |||
| Net (decrease) increase in cash and cash equivalents | (1,318,698 | ) | 3,877,471 | |||
| Cash and cash equivalents at beginning of period | 7,649,129 | 3,846,470 | ||||
| Cash and cash equivalents at end of period | $ | 6,330,431 | $ | 7,723,941 | ||
| Supplemental cash flow information | ||||||
| Cash paid during the period for: | ||||||
| Income taxes | $ | 369,878 | $ | 1,115,659 | ||
| Withholding tax paid | $ | 151,485 | $ | 517,145 |
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