EBFI ECO Bright Future Inc (PK)

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________

FORM 10-Q

_____________________

(Mark One)

 

[X]

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024

or

 

[_]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from                to

Commission File Number: 000-56658

 

_____________________

Eco Bright Future, Inc.

(Exact name of registrant as specified in its charter)

_____________________

 

WY		87-2595314
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
World Trade Center El Salvador Calle El Mirador, 87 Ave Norte San Salvador, El Salvador		00000
(Address of principal executive offices)		(Zip Code)

727-692-3348

(Registrant’s telephone number, including area code)

_____________________

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 registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes ☑   No ☐

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).    Yes ☑   No ☐

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 ☐
Non-accelerated filer ☐		Smaller reporting company ☑
		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.  ☐ 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes ☐   No ☑

As of September 30, 2024, the registrant had 100,690,000 shares of common stock, par value .001 per share outstanding.

 

 

Table of Contents

 

Item 1.  Financial Statements
Consolidated Balance sheets as of September 30, 2024 (unaudited)	1
Consolidated Statements of Operations as of September 30, 2024 (unaudited)	2
Consolidated Statements of cash flows as of September 30, 2024 (unaudited)	4
Notes to the consolidated Financial Statements as of September 30, 2024 (unaudited)	5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation	10
Item 3. Quantitative and Qualitative Disclosures About Market Risk	13

 

 

ECO BRIGHT FUTURE, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

 

		September 30, 2024				December 31, 2023
ASSETS
CURRENT ASSETS
Cash		$	17,532			$	14,761
Accounts receivable			1,625				1,657
Other current assets			3,303				982
Total current assets			22,460				17,400
NON-CURRENT ASSETS
Software development			208,500				—
Intangible assets			4,800				—
Property and equipment, net			—				296
Total non-current assets			213,300				296
TOTAL ASSETS		$	235,760			$	17,696
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable and accrued expenses			12,709				10,868
Loans, related party			305,383				—
Total current liabilities			318,092				10,868
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock; $0.001 par value, 100,000,000 shares authorized and 10,000,000 shares issued and outstanding, respectively			10,000				10,000
Common stock; $0.001 par value, 750,000,000 and 750,000,000 shares authorized, 100,690,000 and 100,690,000 shares issued and outstanding, respectively			100,690				100,690
Additional paid-in capital			(90,935	)			(90,935	)
Accumulated deficit			(101,635	)			(12,593	)
Accumulated other comprehensive loss			(452	)			(334	)
Total stockholders' equity (deficit)			(82,332	)			6,828
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)		$	235,760			$	17,696

 

 

The accompanying notes are an integral part of these unaudited financial statements.

 

ECO BRIGHT FUTURE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED) 

 

		For the Three Months Ended September 30,								For the Nine Months Ended September 30,
		2024				2023				2024				2023
REVENUES
Sales		$	1,446			$	—			$	1,446			$	29,172
OPERATING EXPENSES
Salaries and wages			—				—				—				14,796
Professional fees			27,787				—				82,806				—
General and administrative			3,720				303				7,089				1,757
Total operating expenses			31,507				303				90,615				16,553
OPERATING INCOME (LOSS)			(30,061	)			(303	)			(89,169	)			12,619
OTHER INCOME (EXPENSE)
Other expenses			—				(196	)			—				(196	)
Other income			127				89				127				685
Total other income (expense)			127				(107	)			127				489
Income (loss) Before Income Taxes			(29,934	)			(410	)			(89,042	)			13,108
Provision for income taxes			—				—				—				—
Net Income (loss)		$	(29,934	)		$	(410	)		$	(89,042	)		$	13,108
OTHER COMPREHENSIVE INCOME (LOSS)
Foreign currency translation			(67	)			240				(452	)			42
COMPREHENSIVE INCOME (LOSS)		$	(30,001	)		$	(170	)		$	(89,494	)		$	13,150
INCOME (LOSS) PER COMMON SHARE
Basic		$	(0.00	)		$	(0.21	)		$	(0.00	)		$	6.55
Diluted		$	(0.00	)		$	(0.21	)		$	(0.00	)		$	6.55
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
Basic			100,690,000				2,000				100,690,000				2,000
Diluted			100,690,000				2,000				100,690,000				2,000

 

 

The accompanying notes are an integral part of these unaudited financial statements.

 

ECO BRIGHT FUTURE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' (DEFICIT) EQUITY

(UNAUDITED) 

 

		Preferred Stock								Common Stock								Additional Paid-in Capital				Accumulated Deficit				Accumulated Other Comprehensive Income (Loss)				Total Stockholders' Equity (Deficit)
		Shares				Amount				Shares				Amount
Balance, June 30, 2023			—			$	—				2,000			$	19,374			$	—			$	(12,206	)		$	2,247			$	9,415
Currency translation			—				—				—				(481	)			—				—				711				230
Net loss for three months ended September 30, 2023			—				—				—				—				—				(410	)			—				(410	)
Balance, September 30, 2023			—			$	—				2,000			$	18,893			$	—			$	(12,616	)		$	2,958			$	9,235

 

		Preferred Stock								Common Stock								Additional Paid-in Capital				Accumulated Deficit				Accumulated Other Comprehensive Income (Loss)				Total Stockholders' Equity (Deficit)
		Shares				Amount				Shares				Amount
Balance, June 30, 2024			10,000,000			$	10,000				100,690,000			$	100,690			$	(90,935	)		$	(71,701	)			(385	)		$	(52,331	)
Currency translation			—				—				—				—				—				—				(67	)			(67	)
Net loss for three months ended September 30, 2024			—				—				—				—				—				(29,934	)			—				(29,934	)
Balance, September 30, 2024			10,000,000			$	10,000				100,690,000			$	100,690			$	(90,935	)		$	(101,635	)		$	(452	)		$	(82,332	)

 

		Preferred Stock								Common Stock								Additional Paid-in Capital				Accumulated Deficit				Accumulated Other Comprehensive Income (Loss)				Total Stockholders' Equity (Deficit)
		Shares				Amount				Shares				Amount
Balance December 31, 2022			—			$	—				2,000			$	19,108			$	—			$	(25,724	)		$	945			$	5,671
Currency translation			—				—				—				(215	)			—				—				2,013				1,798
Net income for nine months ended September 30, 2023			—				—				—				—				—				13,108				—				13,108
Balance, September 30, 2023			—			$	—				2,000			$	18,893			$	—			$	(12,616	)		$	2,958			$	9,235

 

		Preferred Stock								Common Stock								Additional Paid-in Capital				Accumulated Deficit				Accumulated Other Comprehensive Income (Loss)				Total Stockholders' Equity (Deficit)
		Shares				Amount				Shares				Amount
Balance December 31, 2023			10,000,000			$	10,000				100,690,000			$	100,690			$	(90,935	)		$	(12,593	)		$	(334	)		$	6,828
Currency translation			—				—				—				—				—				—				(118	)			(118	)
Net loss for nine months ended September 30, 2024			—				—				—				—				—				(89,042	)			—				(89,042	)
Balance, September 30, 2024			10,000,000			$	10,000				100,690,000			$	100,690			$	(90,935	)		$	(101,635	)		$	(452	)		$	(82,332	)

 

The accompanying notes are an integral part of these unaudited financial statements.

 

ECO BRIGHT FUTURE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

		For the Nine Months Ended September 30,
		2024				2023
Cash flows from operating activities:
Net income (loss)		$	(89,042	)		$	13,108
Adjustments to reconcile net loss to net cash (used) provided by operating activities:
Depreciation			296				591
Currency translation			(67	)			238
Changes in operating assets and liabilities:
Other current assets			(2,340	)			(201	)
Accounts payable and accrued expenses			1,841				(5,344	)
Net cash (used in) provided by operating activities			(89,312	)			8,392
Cash flows from investing activities:
Software development costs			(208,500	)			—
Purchase of intangible asset			(4,800	)			—
Net cash used in investing activities			(213,300	)			—
Cash flows from financing activities:
Loans from related party			305,383				—
Net cash provided by financing activities			305,383				—
Net change in cash			2,771				8,392
Cash, beginning of period			14,761				6,024
Cash, end of period		$	17,532			$	14,416
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest		$	—			$	—
Cash paid for taxes		$	—			$	—

 

 

The accompanying notes are an integral part of these unaudited financial statements.

 

ECO BRIGHT FUTURE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) 

 

NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

The financial statements presented are those of Eco Bright Future, Inc. (“Eco Bright”, or the “Company”) and its wholly owned subsidiaries United Heritage, Sociedad Anonmima De Capital Variable (“UHS”) and its wholly owned subsidiary Universa Hub Africa (“UHSA”), collectively, (“UHA”). Eco Bright was incorporated on August 31, 2021, under the laws of the State of Wyoming. UHS was incorporated on July 12, 2023, under the laws of the country of El Salvador and UHSA was incorporated on March 28, 2019, under the laws of the country of Tunisia.

On December 20, 2023, the Company entered into a Merger Agreement with United Heritage, Sociedad Anonmima De Capital Variable (“UHA”), a company organized and existing under the laws of El Salvador, with its head office located in San Salvador, El Salvador.

The Merger Agreement will allow the Company to access capital markets as a result of public exchange listing to fund its intent to carry on the business of UHA as an artificial intelligence and blockchain technology company that utilizes real world tokenization to create a virtual investment vehicle on the blockchain linked to tangible assets such as real estate, precious metals, art and collectibles. The Company intends to provide digital assets from El Salvador, tokenize assets and develop blockchain tools for entry to countries such as Tunisia and United Arab Emirates and plan to enter into agreements in connection with its blockchain products in Thailand, Indonesia, and Guatemala.

Basis of Presentation

 

The accompanying unaudited interim consolidated financial statements of Eco Bright have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited consolidated financial statements and notes thereto contained in Eco Bright’s Annual Report on Form 1-K filed with the SEC. In the opinion of management, the accompanying unaudited interim consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, necessary to present fairly the consolidated financial position and the results of operations for the interim period presented herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year or for any future period. Notes to the consolidated financial statements which would substantially duplicate the disclosure contained in the audited financial statements for fiscal 2023 as reported in the Form 1-K have been omitted.

 

Cash Equivalents

 

Eco Bright considers all highly liquid investments with maturities of three months or less when purchased to be cash equivalents.

 

Intangible Assets

 

Intangible assets with finite useful lives are amortized over their respective estimated useful lives and reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. During the nine months ended September 30, 2024, the Company purchased a domain name for $4,800 which has not yet been placed in service. Intangible assets were $4,800 and $0 at September 30, 2024 and December 31, 2023, respectively.

 

Software Development Costs

 

Costs incurred to develop internal-use software during the application development stage are recorded as computer software costs, at cost. Costs incurred in the development of such internal-use software, including external direct costs of materials and services and applicable compensation costs of employees devoted to specific software application development, are capitalized. Costs incurred outside of the application development stage are expensed as incurred.

 

During the nine months ended September 30, 2024, the Company incurred $208,500 in internal software development costs related to the development of its blockchain based software platform. The software remains in development and has not been placed in service as of September 30, 2024.

 

5 

 

 

ECO BRIGHT FUTURE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) 

 

Use of Estimates

 

The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Revenue Recognition Policy

 

Eco Bright recognizes revenue in accordance with the provisions of Accounting Series Codification (“ASC”) 606, Revenue From Contracts With Customers (“ASC 606”), which provides guidance on the recognition, presentation, and disclosure of revenue in financial statements. ASC 606 outlines the basic criteria that must be met to recognize revenue and provides guidance for disclosure related to revenue recognition policies. In general, the Company recognizes revenue based on the allocation of the transaction price to each performance obligation as each performance obligation in a contract is satisfied.

 

The Company intends to provide digital assets from El Salvador for sale, tokenize assets for sale and develop blockchain tools for sale that will provide entry to the market for countries such as Tunisia and United Arab Emirates. During 2025, the Company plans to enter into agreements in connection with its blockchain products in Thailand, Indonesia, and Guatemala. Revenue recognition for the sale of digital and tokenized assets will be based on the allocation of the transaction price to each performance obligation as each performance obligation in a contract is satisfied, title or access to digital assets are transferred and amounts are due are collected or collectible.

 

During the nine months ended September 30, 2024 and 2023, revenue of $1,446 and $29,172, respectively, was recognized from providing consulting services and services related to blockchain technology software development sales. The revenue was recognized upon completion of services and acceptance by the customer.

 

Stock-Based Compensation

 

Eco Bright records stock-based compensation using the fair value method. Equity instruments issued to employees and the cost of the services received as consideration are accounted for in accordance with ASC 718, Stock Compensation and are measured and recognized based on the fair value of the equity instruments issued. All transactions with non-employees in which goods or services are the consideration received for the issuance of equity instruments are accounted for in accordance with ASC 515, Equity-Based Payments to Non-Employees, based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.

 

Fair Value of Financial Instruments  

 

ASC 820, Fair Value Measurements (“ASC 820”) and ASC 825, Financial Instruments (“ASC 825”), requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. It establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. It prioritizes the inputs into three levels that may be used to measure fair value:

 

Level 1 - Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

 

Level 2 - Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

 

Level 3 - Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

 

6 

 

 

ECO BRIGHT FUTURE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) 

 

The carrying values of cash, other current assets, property, loans payable to related parties, accounts payable and accrued expenses approximate fair value as of September 30, 2024. Pursuant to ASC 820 and 825, the fair value of cash is determined based on "Level 1" inputs, which consist of quoted prices in active markets for identical assets.

 

New Accounting Pronouncements

 

Eco Bright has implemented all new accounting pronouncements that are in effect and that may impact its consolidated financial statements. The following new accounting pronouncements have been issued that might have a material impact on its consolidated financial position or results of operations:

 

In November 2023, the FASB issued ASU No. 2023-07, “Segment Reporting – Improvements to Reportable Segment Disclosures” (“ASU 2023-07”). ASU 2023-07 requires disclosure of more detailed information about a reportable segment’s expenses. ASU 203-07 is effective for fiscal years beginning after December 15, 2023 and interim periods beginning after December 15, 2024. The amendments must be applied retrospectively, and early adoption is permitted. The Company is currently assessing the effects of adoption on its consolidated financial statements.

 

In December 2023, the FASB issued ASU No.  2023-09, “Improvements to Income Tax Disclosures” (“ASU 2023-09”). ASU 2023-09 applies to all entities subject to income taxes and requires public business entities such as the Company to provide a tabular rate reconciliation and a separate disclosure for any reconciling items with certain categories that are equal to or greater than a specified quantitative threshold. The new standard is effective for annual periods beginning after December 15, 2024 and is to be applied on a prospective basis with the option to apply the standard retrospectively, early adoption is permitted. The Company is currently assessing the effects of adoption on its consolidated financial statements.

Concentrations in Sales to Foreign Customers

 

During the nine months ended September 30, 2024 and September 30, 2023, $1,446 and $29,172 in revenue generated for software development and consulting was generated from foreign customers in the country of Tunisia. An Adverse change in either economic conditions abroad or the Company’s relationship with foreign entities could negatively affect the volume of the Company’s international sales and operations.

 

Basic and Diluted Loss Per Share

 

Eco Bright presents basic earnings per share (EPS) on the face of the statements of operation. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including convertible debt, stock options, and warrants, using the treasury stock method, and convertible debt instrument, using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.

 

The calculation of basic and diluted net loss per share is as follows:

 

Schedule of antidilutive securities excluded from computation of earnings per share
		For the Three Months Ended September 30,								For the Nine Months Ended September 30,
		2024				2023				2024				2023
Basic Loss Per Share:
Numerator:
Net Income (loss)		$	(29,934	)		$	(410	)		$	(89,042	)		$	13,108
Denominator:
Weighted average common shares outstanding:
Basic			100,690,000				2,000				100,690,000				2,000
Diluted			100,690,000				2,000				100,690,000				2,000
Net income (loss) per common share:
Basic		$	(0.00	)		$	(0.21	)		$	(0.00	)		$	6.55
Diluted		$	(0.00	)		$	(0.21	)		$	(0.00	)		$	6.55

 

7 

 

ECO BRIGHT FUTURE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) 

 

Income Taxes

 

Eco Bright records income taxes under the asset and liability method, whereby deferred tax assets and liabilities are recognized based on the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and attributable to operating loss and tax credit carryforwards. Accounting standards regarding income taxes requires a reduction of the carrying amounts of deferred tax assets by a valuation allowance, if based on the available evidence, it is more likely than not that such assets will not be realized. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed at each reporting period based on a “more likely than not” realization threshold. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carryforward periods, the Company’s experience with operating loss and tax credit carryforwards not expiring unused, and tax planning alternatives.

 

Significant judgment is required in evaluating the Company’s tax positions and determining its provision for income taxes. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. Accounting standards regarding uncertainty in income taxes provides a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount which is more than 50% likely, based solely on the technical merits, of being sustained on examinations. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments and which may not accurately anticipate actual outcomes.

 

NOTE 2 - RELATED PARTY TRANSACTIONS

 

During the nine months ended September 30, 2024, an officer and director of the Company incurred $36,802 in travel and other corporate expenses. The amounts are short-term loans, do not bear interest, are unsecured and are to be repaid upon demand with no interest.

 

During the nine months ended September 30, 2024, an officer and director of the Company lent cash and paid expenses on behalf of the Company totaling $268,581 in software development expenses, travel and other corporate expenses. The amounts are short-term loans, do not bear interest, are unsecured and are to be repaid upon demand with no interest.

 

NOTE 3 - GOING CONCERN

 

Eco Bright's consolidated financial statements are prepared using Generally Accepted Accounting Principles applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, Eco Bright has recently accumulated losses since its inception and has had negative cash flows from operations, which raise substantial doubt about its ability to continue as a going concern. Management's plans with respect to alleviating the adverse financial conditions that caused management to express substantial doubt about Eco Bright's ability to continue as a going concern are as follows:

 

The ability to continue Eco Bright’s operations depends on its ability to generate and grow revenue and results of operations as well as our ability to access capital markets when necessary to accomplish strategic objectives. We expect to continue to incur losses for the immediate future and will need additional equity or debt financing until we can achieve profitability and positive cash flows from operating activities. Our future capital requirements for operations will depend on many factors, including the ability to generate revenues and obtain capital.

 

There can be no assurance that Eco Bright will be able to achieve its business plans, raise any more required capital or secure the financing necessary to achieve its current operating plan. The ability of Eco Bright to continue as a going concern is dependent upon its ability to successfully accomplish the plan described in the preceding paragraph and eventually attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

8 

 

ECO BRIGHT FUTURE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) 

 

NOTE 4 - FOREIGN CURRENCY OPERATIONS

 

Eco Bright operates in foreign countries, specifically, Tunisia during the nine months ended September 30, 2024 and year ended December 31, 2023. As such, assets and liabilities of foreign subsidiaries are translated into United States dollars at the rated of exchange in effect at year-end. The related translation adjustments are made directly to other comprehensive income or loss. Income and expenses are translated at the average rates of exchange in effect during the year. Foreign currency gains and losses are included in the results of operations and are generally classified in other income (expense) in the Consolidated Statements of Operations. Accumulated other comprehensive loss was $452 and $334 at September 30, 2024 and December 31, 2023, respectively. Foreign currency net gain was $67 for the nine months ended September 30, 2024 and a net loss of $238 of the nine months ended September 30, 2023.

 

NOTE 5 - SUBSEQUENT EVENTS

 

Eco Bright reviewed subsequent events through November 14, 2024, the date the financial statements were available to be issued.

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

FORWARD-LOOKING STATEMENTS AND FACTORS THAT MAY AFFECT FUTURE RESULTS

This Quarterly Report contains forward-looking statements that involve risks and uncertainties, as well as assumptions that, if they do not materialize or prove correct, could cause our results to differ materially from those expressed or implied by such forward-looking statements. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including, but not limited to, statements concerning: our plans, strategies and objectives for future operations; new products or developments; future economic conditions, performance or outlook; the outcome of contingencies; expected cash flows or capital expenditures; our beliefs or expectations; activities, events or developments that we intend, expect, project, believe or anticipate will or may occur in the future; and assumptions underlying any of the foregoing. Forward-looking statements may be identified by their use of forward-looking terminology, such as “believes,” “expects,” “may,” “should,” “would,” “will,” “intends,” “plans,” “estimates,” “anticipates,” “projects” and similar words or expressions. You should not place undue reliance on these forward-looking statements, which reflect our management’s opinions only as of the date of the filing of this Quarterly Report and are not guarantees of future performance or actual results

Business Operations

The financial statements presented are those of Eco Bright Future, Inc. (“Eco Bright”, or the “Company”) and its wholly owned subsidiaries United Heritage, Sociedad Anonmima De Capital Variable (“UHS”) and its wholly owned subsidiary Universa Hub Africa (“UHSA”), collectively, (“UHA”). The Company is an artificial intelligence and blockchain technology company that utilizes real world tokenization to create a virtual investment vehicle on the blockchain linked to tangible assets such as real estate, precious metals, art and collectibles. The Company intends to provide digital assets from El Salvador, tokenize assets and develop blockchain tools for entry to countries such as Tunisia and United Arab Emirates, and plan to enter into agreements in connection with its blockchain products in Thailand, Indonesia, and Guatemala.

The following presents managements analysis of the consolidated financial condition of Eco Bright Future, Inc. and Subsidiaries (Eco Bright) as of September 30, 2024 and December 31, 2023. 

Results of Operations

 

For the Three months ended September 30, 2024 and 2023

 

Revenues and Cost of Sales

 

We recognized $1,446 and $0 in revenues during the three months ended September 30, 2024 and 2023 from providing non-recurring consulting services related to blockchain technology software development sales.

 

Operating Expenses

 

Operating expenses were $31,507 during the three months ended September 30, 2024, compared to $303 during the three months ended September 30, 2023. Operating expenses consisted of $27,787 and $0 in professional fees and $3,720 and $303 in general and administrative expenses during the three months ended September 30, 2024 and 2023, respectively. The increase in professional fees and general and administrative expenses are the result of increased legal, professional and other corporate expenses required as a result of the merger agreement and assumption of Eco Bright public reporting requirements.

 

Other Income and Expenses

 

Other net income was $127 during the three months ended September 30, 2024, while net other expenses were $107 during the three months ended September 30, 2023.

Net Loss

 

As a result of the above, we recognized net losses of $29,934 and $410 for the three months ended September 30, 2024 and 2023, respectively.

 

For the Nine months ended September 30, 2024 and 2023

 

Revenues and Cost of Sales

 

We recognized $1,446 and $29,172 in revenues during the nine months ended September 30, 2024 and 2023 from providing non-recurring consulting services related to blockchain technology software development sales.

 

Operating Expenses

 

Operating expenses were $90,615 during the nine months ended September 30, 2024, compared to $16,553 during the nine months ended September 30, 2023. Operating expenses consisted of $82,806 and $0 in professional fees, $0 and $14,796 in salaries and wages and $7,809 and $1,757 in general and administrative expenses during the nine months ended September 30, 2024 and 2023, respectively. The increase in professional fees and general and administrative expenses are the result of increased legal, professional and other corporate expenses required as a result of the merger agreement and assumption of Eco Bright public reporting requirements.

 

Other Income and Expenses

 

Other net income was an immaterial $127 and $489 during the nine months ended September 30, 2024 and 2023, respectively.

 

Net Loss

 

As a result of the above, we recognized a net loss of $89,042 and net income of $13,108 for the nine months ended September 30, 2024 and 2023, respectively.

 

We anticipate losses from operations will increase during the next twelve months due to anticipated increased payroll expenses as we add necessary staff to continue planned operations and increases in legal and accounting expenses associated with maintaining a public reporting company. We expect that we will continue to have net losses from operations for several years until revenues become sufficient to offset operating expenses.

 

Liquidity and Capital Resources of the Company

 

Current Assets

 

Current assets at September 30, 2024 and December 31, 2023 totaled $22,460 and $17,400, respectively, consisting of $17,532 and $14,761 in cash, $1,625 and $1,657 in accounts receivable and $3,303 and $982 in other current assets.

Total Assets

Total assets at September 30, 2024 and December 31, 2023 totaled $235,760 and $17,696, respectively, consisting of $22,460 and $17,400 in current assets and $213,300 and $296 in non-current software development costs, intangible assets and property and equipment, respectively.

Current Liabilities

 

Total liabilities of $318,092 and 10,868 were all current as of September 30, 2024 and December 31, 2023, respectively, and consisted of accounts payable and accrued expenses of $12,709 and $10,868, and loans from related parties for operating expense advances totaling $305,383 and $0, respectively.

 

 

Net Cash Used in Operating Activities.

 

During the nine months ended September 30, 2024, our operating activities used net cash of $89,312, compared to net cash provided of $8,392 during the nine months ended September 30, 2023. Uses of cash from operations during the nine months ended September 30, 2024 are mainly due to the net loss of $89,042 and $499 in changes in cash used from operating assets and liabilities, partially offset by a net $229 in non-cash operating expenses. Sources of cash provided from operations during the nine months ended September 30, 2023 are mainly due to the net income of $13,108 and $829 in non-cash operating expenses, partially offset by $5,545 in cash used from operating assets and liabilities.

Net Cash Used in Investing Activities.

 

During the nine months ended September 30, 2024, we used a total of $213,300 in cash in investing activities , consisting of $208,500 in cash for software development costs and $4,800 to purchase an internet domain name. We did not use cash in investing activities during the nine months ended September 30, 2023.

 

Net Cash Provided by Financing Activities.

 

During the nine months ended September 30, 2024, we received $305,383 in loans from officers and significant shareholders. We did have any cash financing activity during the nine months ended September 30, 2023.

 

At September 30, 2024 we had a working capital deficit of $295,632, compared to working capital of $6,532 at December 31, 2023.

Going Concern

 

At September 30, 2024, we only have $22,460 in current assets, with $318,092 in current liabilities and a $101,635 accumulated deficit. Our current liquidity resources are not sufficient to fund our anticipated level of operations for at least 12 months from the date these consolidated financial statements were issued. As a result, there is substantial doubt regarding the Company’ ability to continue as a going concern.

 

The ability to continue Eco Bright’s operations depends on its ability to generate and grow revenue and results of operations as well as our ability to access capital markets when necessary to accomplish strategic objectives. We expect to continue to incur losses for the immediate future and will need additional equity or debt financing until we can achieve profitability and positive cash flows from operating activities. Our future capital requirements for operations will depend on many factors, including the ability to generate revenues and obtain capital.

 

There is no assurance that we will ever be profitable or that debt or equity financing will be available to us. The consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should we be unable to continue as a going concern. There is no assurance we will be successful in any of these goals.

 

Off-Balance Sheet Arrangements

We had no off-balance sheet arrangements of any kind for the periods ended September 30, 2024 and December 31, 2023.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company and are not required to provide this informaiton

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports that we file under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Due to the inherent limitations of control systems, not all misstatements may be detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. Controls and procedures can only provide reasonable, not absolute, assurance that the above objectives have been met.

As of September 30, 2024, we carried out an evaluation, with the participation of our management, including our principal executive officer and our principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were not effective, as of September 30, 2024.

The Company had a significant deficiency in internal control over financial reporting.

A deficiency in internal control over financial reporting exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the entity’s annual or interim financial statements will not be prevented, or detected and corrected on a timely basis. A reasonable possibility exists when the likelihood of an event occurring is either reasonably possible or probable as defined as follows:

 

Reasonably possible. The chance of the future event or events occurring is more than remote but less than likely.

Probable. The future event or events are likely to occur.

 

A significant deficiency is a deficiency, or a combination of deficiencies, in internal control over

financial reporting that is less severe than a material weakness; yet important enough to merit attention

by the audit committee or those responsible for oversight of the entity’s financial reporting.

 

Changes in Internal Control over Financial Reporting

There was no change in our system of internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the quarter ended September 30, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION  

 

Item 1. LEGAL PROCEEDINGS

 

None

 

Item 1A – RISK FACTORS

 

Any investment in our securities is highly speculative. The Company's business and ownership of shares of our common stock are subject to numerous risks. You should not purchase our shares if you cannot afford to lose your entire investment. You should consider the following risks before acquiring any of our shares.

We need additional capital.

We need additional financing to grow our operations. The amount required depends upon our business operations, and how quickly we grow. Varying based on growth strategies, it is estimated between $5,000,000 and $25,000,000 will have to be raised over the next 2 years. We may be unable to secure this additional required financing on a timely basis, under terms acceptable to us, or at all. To obtain additional financing, we will sell additional equity securities, which will further dilute shareholders' ownership in us. Ultimately, if we do not raise the required capital, we may experience delayed growth or need to cease operations.

We are dependent upon our key personnel.

We are highly dependent upon the services of Tomaz Strgar, our Chief Technology Officer. If he terminated his services with us, our business would suffer.

There is only a limited trading market for our securities.

Our Common Stock is traded on the OTC Pink Sheets. The prices quoted may not reflect the price at which you can resell your shares. Because of the illiquid nature of our stock, we are subject to rules of the U.S. Securities and Exchange Commission that make it difficult for stockbrokers to solicit customers to purchase our stock. This reduces the number of potential buyers of our stock and may reduce the value of your shares. There can be no assurance that a trading market for our stock will continue or that you will ever be able to resell your shares at a profit, or at all.

Our management controls us.

Our current officers and directors own approximately 74% of our outstanding common stock and are able to affect the election of the members of our Board of Directors and make corporate decisions. Alexander Borodich, by his ownership of Class A Preferred Stock, has the right to vote 49% of our voting securities.

We have a going concern issue.

Eco Bright's consolidated financial statements are prepared using Generally Accepted Accounting Principles applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, Eco Bright has recently accumulated losses since its inception and has had negative cash flows from operations until 2023, which raise substantial doubt about its ability to continue as a going concern. Management's plans with respect to alleviating the adverse financial conditions that caused management to express substantial doubt about the Eco Bright's ability to continue as a going concern are as follows:

The ability to continue Eco Bright’s operations depends on its ability to generate and grow revenue and results of operations as well as our ability to access capital markets when necessary to accomplish strategic objectives. We expect to continue to incur losses for the immediate future and will need additional equity or debt financing until we can achieve profitability and positive cash flows from operating activities. Our future capital requirements for operations will depend on many factors, including the ability to generate revenues and obtain capital.

There can be no assurance that Eco Bright will be able to achieve its business plans, raise any more required capital or secure the financing necessary to achieve its current operating plan. The ability of Eco Bright to continue as a going concern is dependent upon its ability to successfully accomplish the plan described in the preceding paragraph and eventually attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Licensing and permissions to tokenize real world assets could take longer than expected in different jurisdictions.

Licensing and permission to tokenize real world assets legally in the jurisdictions in which we operate could be delayed or denied. If we are unable to obtain all the licenses we are expecting it could negatively impact our growth potential.

The Real World Asset (RWA) Tokenization Market is Highly Competitive and Fragmented.

There are a substantial number of companies attempting to enter this highly competitive market. We feel we have a good competitive advantage, however there are many companies we will compete with that are better funded than we are. There is no guarantee we will be able to take the market share we are expecting. Other risks associated can come from government intervention including, but not necessarily limited to, future government regulation limiting the scope of activities available to generate revenue and creating technological difficulties.

Reporting requirements under the Exchange Act and compliance with the Sarbanes-Oxley Act of 2002, including establishing and maintaining acceptable internal controls over financial reporting, are costly and may increase substantially.

The rules and regulations of the SEC require a public company to prepare and file periodic reports under the Exchange Act, which will require that the Company engage in legal, accounting, auditing, and other professional services. The engagement of such services is costly, and we are likely to incur losses that may adversely affect our ability to continue as a going concern. Additionally, the Sarbanes-Oxley Act of 2002 requires, among other things, that we design, implement and maintain adequate internal controls and procedures over financial reporting. The costs of complying with the Sarbanes-Oxley Act may make it difficult for us to design, implement and maintain adequate internal controls over financial reporting. If we fail to maintain an effective system of internal controls or discover material weaknesses in our internal control. In that case, we may not be able to produce reliable financial reports or report fraud, which may harm our overall financial condition and result in a loss of the investor confidence and a decline in our share price.

We cannot assure you that our Common Stock will be listed on an exchange.

Our common stock is currently traded on the Pink Sheets under the symbol EBFI. Our goal is to become a fully reporting company, and uplist to a larger exchange, if possible. However, we cannot assure you that we will be able to meet the initial listing standards of the stock exchanges or quotation medium we are hoping to uplist to, or that we will be able to maintain a listing of our Common Stock on any stock exchange. After the filing of this Form 10, we expect that our Common Stock would continue to be eligible to trade on the “pink sheets,” where our stockholders may find it more difficult to trade shares in our Common Stock or obtain accurate quotations as to the market value of our Common Stock. In addition, we would be subject to an SEC rule that, if we failed to meet the criteria outlined in such rule, imposes various practice requirements on broker-dealers who sell securities governed by such rule to persons other than established customers and accredited investors. Consequently, such a rule may deter broker-dealers from recommending or trading shares in our Common Stock, which may further affect its liquidity. This would also make it more difficult for us to raise additional capital following a business combination.

Our Common Stock will likely be considered a “penny stock,” which may make it more difficult for investors to sell their shares due to suitability requirements.

Our common stock is currently deemed “penny stock,” as that term is defined under the Exchange Act. Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that the exchange or system provides current price and volume information concerning transactions in such securities). Penny stock rules impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors.” The term “accredited investor” generally refers to institutions with assets over $5,000,000 or individuals with a net worth in excess of $1,000,000 or an annual income exceeding $200,000 or $300,000 jointly with their spouse.

The penny stock rules require a broker-dealer, before a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized disclosure document in a form prepared by the SEC, which provides information about penny stocks and the nature and level of risks in the penny stock market. Moreover, brokers/dealers are required to determine whether an investment in a penny stock is suitable for a prospective investor. A broker/dealer must receive a written agreement to the transaction from the investor setting forth the identity and quantity of the penny stock to be purchased. These requirements may reduce the potential market for our common stock by reducing the number of potential investors. This may make it more difficult for investors in our common stock to sell shares to third parties or dispose of them. This could cause our stock price to decline.

We have never paid dividends on our Common Stock, and it is not guaranteed that we will in the future.

We have never paid dividends on our Common Stock, we have this option as valid to discuss on the management level and approve it. There are no assurances or guarantees that we will be able to pay dividends.

We are an “emerging growth company” under the JOBS Act of 2012. We cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”). We may take advantage of certain exemptions from various reporting requirements that apply to other public companies that are not “emerging growth companies,” including, but not limited to, not being required to comply with the auditor attestation requirements of section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive, there may be a less active trading market for our common stock, and our stock price may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of specific accounting standards until those standards would otherwise apply to private companies. We are taking advantage of the extended transition period to comply with new or revised accounting standards.

We will remain an “emerging growth company” for up to five years, although we will lose that status sooner if our revenues exceed $1 billion, if we issue more than $1 billion in non-convertible debt in three years, or if the market value of our common stock that is held by non-affiliates exceeds $700 million as of any June 30.

Our status as an “emerging growth company” under the JOBS Act of 2012 may make it more challenging to raise capital as and when we need it.

Because of the exemptions from various reporting requirements provided to us as an “emerging growth company” and because we will have an extended transition period for complying with new or revised financial accounting standards, we may be less attractive to investors, and it may be difficult for us to raise additional capital as and when we need it. Investors may be unable to compare our business with other companies in our industry if they believe that our financial accounting is not as transparent as other companies in our industry. If we cannot raise additional capital as and when we need it, our financial condition and results of operations may be materially and adversely affected.

We have the right to issue shares of preferred stock. If we were to issue preferred stock, it is likely to have rights, preferences, and privileges that may adversely affect the common stock.

We have preferred stock currently issued and outstanding and do have the ability to issue more. The issuance of these shares could adversely affect the common stock already outstanding. The aforementioned preferred stock allows the holder to vote 10 times for each share owned. Currently Alexander Borodich owns 10,000,000 shares representing 100,000,000 votes. These shares hold special voting rights but are not convertible into common stock of the company.

There are inherent risks associated with our limitation of our internal policies and procedures to determine whether crypto assets and crypto-asset related services and products offered or that we intend to offer are “securities” within the meaning of Section 2(a)(1)

Some of our policies and procedures are risk-based judgments made by the company and not a legal standard or determination binding on any regulatory body or court. This includes the risk that we could be compliant within the jurisdiction we are operating in but out of compliance within the Securities Division and Governing Boards of Public Companies. The laws are often changing and keeping up with the specific changes is very important and difficult to manage.

We have a potential requirement to register as an investment company under the Investment Company Act of 1940

The company could be required to register as an investment company in the future. This could add additional requirements and additional expenses that could negatively impact the company and restrict our ability to implement certain aspects of our business plan. We do not currently meet The “Howey Test” and we do not custody any investments. We currently do not meet the definition of an investment company under Section 2(a)(1). In certain jurisdictions and depending on how certain assets are held in “custody” (meaning who holds the asset or commodity in question in their custody) there could be a need in the future to register as an investment company. We have consulted with our legal counsel and although right now we do not meet the requirement to register we could at a future date be required to register either through change in who has to register as an investment company or due to a change in how we operate and do business. We will continue to monitor the situation as it changes and maintain compliance with SEC governing rules even when we are dealing with foreign jurisdictions. The changing laws and regulations regarding what is considered an investment company is evolving with current blockchain and crypto technologies. This could change our regulatory expenses significantly and we could be required to register as an investment company.

We are currently applying for several licenses in different Jurisdictions. If they are not approved it could affect our growth rate.

We are currently applying for licenses in El Salvador and plan to quickly apply for licensing in Thailand and UAE. If these licenses do not get issued it would affect our ability to grow and would prohibit us from tokenizing many of the assets and commodities we are planning on tokenizing.

The use of AI can be expensive, unpredictable and carries its own risks that are not associated with our individual blockchain technology.

The use of AI can also create more regulatory stipulations and the everchanging environment could make AI implementation difficult or not profitable. Certain AI engines also carry with them security risks from an encryption aspect.

We plan to operate in El Salvador, Tunisia, United Arab Emirates, Thailand, Indonesia and Guatemala. The risks associated with the various regimes and government oversite in these countries could impact our business.

The governments and regulations in the countries we plan to operate in could pass legislation affecting our plans for development and growth within the regions. Dealing with the regulatory environments in these countries can be risky and therefore could affect the growth, expansion and viability of the company in the future.

We plan to operate using licenses with El Salvador, Tunisia, United Arab Emirates, Thailand, Indonesia and Guatemala. Any country can change regulations and make licensing and compliance more difficult and/or more expensive.

The operation of licensing across multiple jurisdictions can be difficult to keep up with current regulations and restrictions. Changes in leadership in the countries can also affect our licenses even after they are issued.

Regulatory developments are rapidly changing related to crypto assets, the crypto asset markets and artificial intelligence products in El Salvador

El Salvador has become a global leader in crypto assets and crypto markets. They have been aggressively marketing crypto assets and have created regulations within El Salvador that govern their digital asset markets. This can provide risk if they begin to be more restrictive in certain activities that the company is involved with. We will be using the Digital Asset Provider License (DASP) from El Salvador and the revocation or suspension of this license could cause harm to the company.

CNAD is the regulating entity in El Salvador and they have very specific licensing requirements and they update regulations very often. The ongoing compliance has required us to hire a local individual that is approved by CNAD to assist in the rolling out of new and changing regulations. Licensing requirements are currently our main focus. In order to be granted a license you must show that your platform meets the guidelines and regulations of the CNAD and that you have the ability to adapt your platform to their future changes. This is a challenging environment to do business in because things change quickly and often.

Regulatory developments are rapidly changing related to crypto assets, the crypto asset markets and artificial intelligence products in Tunisia.

Tunisia is relatively new to the crypto asset market and will be changing and evolving as they learn and grow. This could be a risk as we are one of the first companies operating with the government in crypto assets and blockchain technologies in the country.

Tunisia has fewer regulatory changes currently happening than other jurisdictions but licensing requirements exist and ongoing compliance with their regulatory statutes requires supervision and a knowledgeable individual to monitor compliance. We have been operating in Tunisia for several years and we have a good understanding of their changing regulations and compliance issues.

Regulatory developments are rapidly changing related to crypto assets, the crypto asset markets and artificial intelligence products in United Arab Emirates.

UAE is on the cutting edge of crypto asset markets and is evolving and designing regulations and restrictions on many aspects of digital assets. As they introduce more regulations we could have an increased expense in conforming with new policies and procedures.

DMCC issues new rules and regulations including licensing requirements for operating within the UAE. Restrictions include not being able to operate without a license. To obtain licensing you must prove competence as a company and you must provide detail structure of your KYC/AML process and your overall platform security. Failure to obtain licensing could adversely affect the company.

Regulatory developments are rapidly changing related to crypto assets, the crypto asset markets and artificial intelligence products in Thailand.

Thailand is relatively new to the digital asset market and we expect to be one of the first companies operating in the way we expect to operate once we get the necessary licenses. Thailand will monitor closely our actions as a company and will be heavily involved in the way we roll out our products and services. We could experience delays or additional costs due to regulatory compliance.

Thailand has a growing digital market and as they continue to grow they are adapting their laws and regulations to prevent issues and fraud. The changes include limiting the licenses they are issuing. We intend to partner with a bank that currently has a license and in order to do this we must comply with the regulatory compliance from the bank we will work with. This process is ongoing in negotiations and we will release more information on this when we have reached a final agreement and have permission from our partners to disclose our agreement. If we are unable to proceed with this partnership we will need to find another partner or apply for our own license. Applying for our own license will greatly increase the timeline in which we expect to enter the Thai market.

Regulatory developments are rapidly changing related to crypto assets, the crypto asset markets and artificial intelligence products in Indonesia.

Indonesia is relatively new to the digital asset market. Indonesia likely introduce new and wide spread policies and procedures regarding crypto asset markets. We could experience delays or additional costs due to regulatory compliance.

Thailand licenses with the bank we are planning to work with would allow us to enter Indonesia. Indonesia has their own set of regulations that would also need to be complied with. Our partners in Thailand will work with our legal team and review the specific requirements before we enter the Indonesian market. If we are unable to obtain the license through partnership we will apply for a license individually in Indonesia and this would greatly increase our timeline for entering this market.

Regulatory developments are rapidly changing related to crypto assets, the crypto asset markets and artificial intelligence products in Guatemala.

Guatemala is more established with their policies than many other countries in regards to how they treat crypto asset markets but is still evolving and regulations are being changed often. Upon receiving and entering the market in Guatemala we will likely deal with many changes to the regulations as they implement more policies and procedures to regulate and protect the market.

Guatemala has individual compliance guidelines in regards to tokenized digital assets. We are monitoring the changes they are implementing and when we approach Guatemala for business we will ensure we are in compliance with their licensing requirements and that our platform meets their standards for KYC/AML, security features and the authorized access requirements.

Risks Related to Real World Asset Tokenization.

There are risks associated with dealing with and issuing real world asset tokens. These risks include but are not limited to: risks of the underlying asset being damaged or stolen, storage costs, maintenance costs, the liquidity risks associated with selling the real world assets and the overall risk of theft of not only the tangible asset but also the token.

Our KYC Process and AML process is using a third party program called SubSum. There are material risks if unauthorized individuals access our platform.

There are risks of Fines or regulatory issues if unauthorized individuals access our platform. We have taken steps to ensure this does not occur. In the event that it does happen we could be adversely affected in our business and there could be regulatory fines, penalties or levies associated with unauthorized or impermissible access or activities.

Blockchain Technology carries with is certain risks and compliance issues.

Blockchain technologies are heavily regulated and will likely become more regulated as it becomes more integrated in business and personal use cases. There are also risks associated with cyber criminals and fraud throughout the world. Blockchain also uses infrastructure that can be slowed or destroyed by natural disasters, power outages and other uncontrollable circumstances. There are also risks associated with blockchain due to cyber criminals and fraud throughout the world.

Blockchain Cyber criminals are causing issues throughout the world and have created the need for more regulation from countries attempting to protect companies and consumers. These regulations can create additional substantial expenses for blockchain companies to operate. Fraudulent activities such as setting up fake accounts and trying to create fake transactions have created the need for further regulation. “hacking wallets” has become a significant risk when dealing with blockchain and crypto asset companies. Hacking wallets can be defined as an unauthorized individual accessing your individual wallet.

As regulation increases and more resources are put into stopping cyber criminals it is likely that a large financial burden will be put on companies operating blockchains.

Blockchain Technology Regulatory developments could present the company with certain risks and compliance issues.

The blockchain technology regulatory environment is ever changing. Changes to the regulations could affect our ability to implement certain parts or all of our business plan. The areas in which we intend to operate are evolving their blockchain requirements and maintaining compliance with these changes can become expensive and very cumbersome for the company. Licensing requirements in many of the jurisdictions in which we intend to operate are evolving and also many are under their initial development stage. Historically countries have introduced more and more legislation as they continue to resolve issues related to blockchain regulation.

Blockchain Technology outage or impairment could significantly harm our company.

If our blockchain experienced an outage or impairment or attack from cyber criminals we could have our business model affected in many ways including but not limited to a complete loss of customer base, loss of a large portion of our customers, bad reputation for being an unstable blockchain or a questionable reputation for securing information as advertised. 

 

Item 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

During the 3 months ended September 30, 2024 there were no sales of unregistered securities.

 

Item 3 DEFAULTS UPON SENIOR SECURITIES

 

None

 

Item 4 MINE SAFETY DISCLOSURES

 

N/A

 

Item 5 OTHER INFORMATION

 

None

 

Itme 6 - EXHIBITS

 

Exhibit No.	Description
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002
101	The financial information from the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2024 formatted in Inline XBRL: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Comprehensive Income (Loss), (iv) Condensed Consolidated Statements of Changes in Preferred Stock and Equity, (v) Condensed Consolidated Statements of Cash Flows, and (vi) Notes to Condensed Consolidated Financial Statements.
104	Cover Page Interactive Data File formatted in Inline XBRL and contained in Exhibit 101.

 

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.

 

	Eco Bright Future, Inc.
	By:	/s/ George Athanasiadis
		George Athanasiadis CEO

 

Date:  November 13, 2024

 

 

 

Exhibit 31

 

Certification

 

I, George Athanasiadis, certify that:

 

1.	I have reviewed this Quarterly Report on Form 10-Q of Eco Bright Future, Inc.
2.	Based on my knowledge, 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;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
	a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: November 14, 2024

/s/ George Athanasiadis

Chief Executive Officer, President, Secretary and Director
(Principal Executive Officer and Principal Accounting and Financial Officer)

 

Exhibit 32

 

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

I, George Athanasiadis, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

	(1)	the Quarterly Report on Form 10-Q of Eco Bright Future, Inc. for the quarter ended September 30, 2024 (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
	(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Eco Bright Future, Inc.

 

Dated: November 14, 2024		/s/ George Athanasiadis
		George Athanasiadis
		Chief Executive Officer, President, Secretary and Director (Principal Executive Officer and Principal Accounting and Financial Officer)

 

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Eco Bright Future, Inc. and will be retained by Eco Bright Future, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

 

 

v3.24.3

Cover	9 Months Ended
	Sep. 30, 2024 shares
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2024
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Entity File Number	000-56658
Entity Registrant Name	Eco Bright Future, Inc.
Entity Central Index Key	0001919182
Entity Tax Identification Number	87-2595314
Entity Incorporation, State or Country Code	WY
Entity Address, Address Line One	World Trade Center El Salvador
Entity Address, Address Line Two	Calle El Mirador
Entity Address, Address Line Three	87 Ave Norte
Entity Address, City or Town	San Salvador
Entity Address, Country	SV
Entity Address, Postal Zip Code	00000
City Area Code	727
Local Phone Number	692-3348
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding	100,690,000

v3.24.3

CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
CURRENT ASSETS
Cash	$ 17,532	$ 14,761
Accounts receivable	1,625	1,657
Other current assets	3,303	982
Total current assets	22,460	17,400
NON-CURRENT ASSETS
Software development	208,500
Intangible assets	4,800
Property and equipment, net		296
Total non-current assets	213,300	296
TOTAL ASSETS	235,760	17,696
Current liabilities:
Accounts payable and accrued expenses	12,709	10,868
Loans, related party	305,383
Total current liabilities	318,092	10,868
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock; $0.001 par value, 100,000,000 shares authorized and 10,000,000 shares issued and outstanding, respectively	10,000	10,000
Common stock; $0.001 par value, 750,000,000 and 750,000,000 shares authorized, 100,690,000 and 100,690,000 shares issued and outstanding, respectively	100,690	100,690
Additional paid-in capital	(90,935)	(90,935)
Accumulated deficit	(101,635)	(12,593)
Accumulated other comprehensive loss	(452)	(334)
Total stockholders' equity (deficit)	(82,332)	6,828
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$ 235,760	$ 17,696

v3.24.3

CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - $ / shares	Sep. 30, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Preferred stock, par value per share	$ 0.001	$ 0.001
Preferred stock, shares authorized	100,000,000	100,000,000
Preferred stock, shares issued	10,000,000	10,000,000
Preferred stock, shares outstanding	10,000,000	10,000,000
Common stock, par value per share	$ 0.001	$ 0.001
Common stock, shares authorized	750,000,000	750,000,000
Common stock, shares issued	100,690,000	100,690,000
Common stock, shares outstanding	100,690,000	100,690,000

v3.24.3

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
REVENUES
Sales	$ 1,446		$ 1,446	$ 29,172
OPERATING EXPENSES
Salaries and wages				14,796
Professional fees	27,787		82,806
General and administrative	3,720	303	7,089	1,757
Total operating expenses	31,507	303	90,615	16,553
OPERATING INCOME (LOSS)	(30,061)	(303)	(89,169)	12,619
OTHER INCOME (EXPENSE)
Other expenses		(196)		(196)
Other income	127	89	127	685
Total other income (expense)	127	(107)	127	489
Income (loss) Before Income Taxes	(29,934)	(410)	(89,042)	13,108
Provision for income taxes
Net Income (loss)	(29,934)	(410)	(89,042)	13,108
OTHER COMPREHENSIVE INCOME (LOSS)
Foreign currency translation	(67)	240	(452)	42
COMPREHENSIVE INCOME (LOSS)	$ (30,001)	$ (170)	$ (89,494)	$ 13,150
INCOME (LOSS) PER COMMON SHARE
Basic	$ (0.00)	$ (0.21)	$ (0.00)	$ 6.55
Diluted	$ (0.00)	$ (0.21)	$ (0.00)	$ 6.55
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
Basic	100,690,000	2,000	100,690,000	2,000
Diluted	100,690,000	2,000	100,690,000	2,000

v3.24.3

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' (DEFICIT) EQUITY (UNAUDITED) - USD ($)	Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	AOCI Attributable to Parent [Member]	Total
Beginning balance, value at Dec. 31, 2022		$ 19,108		$ (25,724)	$ 945	$ 5,671
Beginning balance, shares at Dec. 31, 2022		2,000
Currency translation		$ (215)			2,013	1,798
Net loss for nine months ended September 30, 2024				13,108		13,108
Ending balance, value at Sep. 30, 2023		$ 18,893		(12,616)	2,958	9,235
Ending balance, shares at Sep. 30, 2023		2,000
Beginning balance, value at Jun. 30, 2023		$ 19,374		(12,206)	2,247	9,415
Beginning balance, shares at Jun. 30, 2023		2,000
Currency translation		$ (481)			711	230
Net loss for nine months ended September 30, 2024				(410)		(410)
Ending balance, value at Sep. 30, 2023		$ 18,893		(12,616)	2,958	9,235
Ending balance, shares at Sep. 30, 2023		2,000
Beginning balance, value at Dec. 31, 2023	$ 10,000	$ 100,690	(90,935)	(12,593)	(334)	6,828
Beginning balance, shares at Dec. 31, 2023	10,000,000	100,690,000
Currency translation					(118)	(118)
Net loss for nine months ended September 30, 2024				(89,042)		(89,042)
Ending balance, value at Sep. 30, 2024	$ 10,000	$ 100,690	(90,935)	(101,635)	(452)	(82,332)
Ending balance, shares at Sep. 30, 2024	10,000,000	100,690,000
Beginning balance, value at Jun. 30, 2024	$ 10,000	$ 100,690	(90,935)	(71,701)	(385)	(52,331)
Beginning balance, shares at Jun. 30, 2024	10,000,000	100,690,000
Currency translation					(67)	(67)
Net loss for nine months ended September 30, 2024				(29,934)		(29,934)
Ending balance, value at Sep. 30, 2024	$ 10,000	$ 100,690	$ (90,935)	$ (101,635)	$ (452)	$ (82,332)
Ending balance, shares at Sep. 30, 2024	10,000,000	100,690,000

v3.24.3

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Cash flows from operating activities:
Net income (loss)	$ (89,042)	$ 13,108
Adjustments to reconcile net loss to net cash (used) provided by operating activities:
Depreciation	296	591
Currency translation	(67)	238
Changes in operating assets and liabilities:
Other current assets	(2,340)	(201)
Accounts payable and accrued expenses	1,841	(5,344)
Net cash (used in) provided by operating activities	(89,312)	8,392
Cash flows from investing activities:
Software development costs	(208,500)
Purchase of intangible asset	(4,800)
Net cash used in investing activities	(213,300)
Cash flows from financing activities:
Loans from related party	305,383
Net cash provided by financing activities	305,383
Net change in cash	2,771	8,392
Cash, beginning of period	14,761	6,024
Cash, end of period	17,532	14,416
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest
Cash paid for taxes

v3.24.3

Pay vs Performance Disclosure - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure [Table]
Net Income (Loss)	$ (29,934)	$ (410)	$ (89,042)	$ 13,108

v3.24.3

Insider Trading Arrangements	9 Months Ended
	Sep. 30, 2024
Insider Trading Arrangements [Line Items]
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

v3.24.3

ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2024
Accounting Policies [Abstract]
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES	NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES The financial statements presented are those of Eco Bright Future, Inc. (“Eco Bright”, or the “Company”) and its wholly owned subsidiaries United Heritage, Sociedad Anonmima De Capital Variable (“UHS”) and its wholly owned subsidiary Universa Hub Africa (“UHSA”), collectively, (“UHA”). Eco Bright was incorporated on August 31, 2021, under the laws of the State of Wyoming. UHS was incorporated on July 12, 2023, under the laws of the country of El Salvador and UHSA was incorporated on March 28, 2019, under the laws of the country of Tunisia. On December 20, 2023, the Company entered into a Merger Agreement with United Heritage, Sociedad Anonmima De Capital Variable (“UHA”), a company organized and existing under the laws of El Salvador, with its head office located in San Salvador, El Salvador. The Merger Agreement will allow the Company to access capital markets as a result of public exchange listing to fund its intent to carry on the business of UHA as an artificial intelligence and blockchain technology company that utilizes real world tokenization to create a virtual investment vehicle on the blockchain linked to tangible assets such as real estate, precious metals, art and collectibles. The Company intends to provide digital assets from El Salvador, tokenize assets and develop blockchain tools for entry to countries such as Tunisia and United Arab Emirates and plan to enter into agreements in connection with its blockchain products in Thailand, Indonesia, and Guatemala. Basis of Presentation   The accompanying unaudited interim consolidated financial statements of Eco Bright have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited consolidated financial statements and notes thereto contained in Eco Bright’s Annual Report on Form 1-K filed with the SEC. In the opinion of management, the accompanying unaudited interim consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, necessary to present fairly the consolidated financial position and the results of operations for the interim period presented herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year or for any future period. Notes to the consolidated financial statements which would substantially duplicate the disclosure contained in the audited financial statements for fiscal 2023 as reported in the Form 1-K have been omitted.   Cash Equivalents   Eco Bright considers all highly liquid investments with maturities of three months or less when purchased to be cash equivalents.   Intangible Assets   Intangible assets with finite useful lives are amortized over their respective estimated useful lives and reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. During the nine months ended September 30, 2024, the Company purchased a domain name for $4,800 which has not yet been placed in service. Intangible assets were $4,800 and $0 at September 30, 2024 and December 31, 2023, respectively.   Software Development Costs   Costs incurred to develop internal-use software during the application development stage are recorded as computer software costs, at cost. Costs incurred in the development of such internal-use software, including external direct costs of materials and services and applicable compensation costs of employees devoted to specific software application development, are capitalized. Costs incurred outside of the application development stage are expensed as incurred.   During the nine months ended September 30, 2024, the Company incurred $208,500 in internal software development costs related to the development of its blockchain based software platform. The software remains in development and has not been placed in service as of September 30, 2024.   Use of Estimates   The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.   Revenue Recognition Policy   Eco Bright recognizes revenue in accordance with the provisions of Accounting Series Codification (“ASC”) 606, Revenue From Contracts With Customers (“ASC 606”), which provides guidance on the recognition, presentation, and disclosure of revenue in financial statements. ASC 606 outlines the basic criteria that must be met to recognize revenue and provides guidance for disclosure related to revenue recognition policies. In general, the Company recognizes revenue based on the allocation of the transaction price to each performance obligation as each performance obligation in a contract is satisfied.   The Company intends to provide digital assets from El Salvador for sale, tokenize assets for sale and develop blockchain tools for sale that will provide entry to the market for countries such as Tunisia and United Arab Emirates. During 2025, the Company plans to enter into agreements in connection with its blockchain products in Thailand, Indonesia, and Guatemala. Revenue recognition for the sale of digital and tokenized assets will be based on the allocation of the transaction price to each performance obligation as each performance obligation in a contract is satisfied, title or access to digital assets are transferred and amounts are due are collected or collectible.   During the nine months ended September 30, 2024 and 2023, revenue of $1,446 and $29,172, respectively, was recognized from providing consulting services and services related to blockchain technology software development sales. The revenue was recognized upon completion of services and acceptance by the customer.   Stock-Based Compensation   Eco Bright records stock-based compensation using the fair value method. Equity instruments issued to employees and the cost of the services received as consideration are accounted for in accordance with ASC 718, Stock Compensation and are measured and recognized based on the fair value of the equity instruments issued. All transactions with non-employees in which goods or services are the consideration received for the issuance of equity instruments are accounted for in accordance with ASC 515, Equity-Based Payments to Non-Employees, based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.   Fair Value of Financial Instruments     ASC 820, Fair Value Measurements (“ASC 820”) and ASC 825, Financial Instruments (“ASC 825”), requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. It establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. It prioritizes the inputs into three levels that may be used to measure fair value:   Level 1 - Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.   Level 2 - Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.   Level 3 - Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.   The carrying values of cash, other current assets, property, loans payable to related parties, accounts payable and accrued expenses approximate fair value as of September 30, 2024. Pursuant to ASC 820 and 825, the fair value of cash is determined based on "Level 1" inputs, which consist of quoted prices in active markets for identical assets.   New Accounting Pronouncements   Eco Bright has implemented all new accounting pronouncements that are in effect and that may impact its consolidated financial statements. The following new accounting pronouncements have been issued that might have a material impact on its consolidated financial position or results of operations:   In November 2023, the FASB issued ASU No. 2023-07, “Segment Reporting – Improvements to Reportable Segment Disclosures” (“ASU 2023-07”). ASU 2023-07 requires disclosure of more detailed information about a reportable segment’s expenses. ASU 203-07 is effective for fiscal years beginning after December 15, 2023 and interim periods beginning after December 15, 2024. The amendments must be applied retrospectively, and early adoption is permitted. The Company is currently assessing the effects of adoption on its consolidated financial statements.   In December 2023, the FASB issued ASU No.  2023-09, “Improvements to Income Tax Disclosures” (“ASU 2023-09”). ASU 2023-09 applies to all entities subject to income taxes and requires public business entities such as the Company to provide a tabular rate reconciliation and a separate disclosure for any reconciling items with certain categories that are equal to or greater than a specified quantitative threshold. The new standard is effective for annual periods beginning after December 15, 2024 and is to be applied on a prospective basis with the option to apply the standard retrospectively, early adoption is permitted. The Company is currently assessing the effects of adoption on its consolidated financial statements. Concentrations in Sales to Foreign Customers   During the nine months ended September 30, 2024 and September 30, 2023, $1,446 and $29,172 in revenue generated for software development and consulting was generated from foreign customers in the country of Tunisia. An Adverse change in either economic conditions abroad or the Company’s relationship with foreign entities could negatively affect the volume of the Company’s international sales and operations.   Basic and Diluted Loss Per Share   Eco Bright presents basic earnings per share (EPS) on the face of the statements of operation. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including convertible debt, stock options, and warrants, using the treasury stock method, and convertible debt instrument, using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.   The calculation of basic and diluted net loss per share is as follows:   Schedule of antidilutive securities excluded from computation of earnings per share                                     For the Three Months Ended September 30,     For the Nine Months Ended September 30,       2024     2023     2024     2023   Basic Loss Per Share:                                 Numerator:                                 Net Income (loss)   $ (29,934 )   $ (410 )   $ (89,042 )   $ 13,108                                     Denominator:                                 Weighted average common shares outstanding:                                 Basic     100,690,000       2,000       100,690,000       2,000   Diluted     100,690,000       2,000       100,690,000       2,000   Net income (loss) per common share:                                 Basic   $ (0.00 )   $ (0.21 )   $ (0.00 )   $ 6.55   Diluted   $ (0.00 )   $ (0.21 )   $ (0.00 )   $ 6.55     Income Taxes   Eco Bright records income taxes under the asset and liability method, whereby deferred tax assets and liabilities are recognized based on the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and attributable to operating loss and tax credit carryforwards. Accounting standards regarding income taxes requires a reduction of the carrying amounts of deferred tax assets by a valuation allowance, if based on the available evidence, it is more likely than not that such assets will not be realized. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed at each reporting period based on a “more likely than not” realization threshold. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carryforward periods, the Company’s experience with operating loss and tax credit carryforwards not expiring unused, and tax planning alternatives.   Significant judgment is required in evaluating the Company’s tax positions and determining its provision for income taxes. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. Accounting standards regarding uncertainty in income taxes provides a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount which is more than 50% likely, based solely on the technical merits, of being sustained on examinations. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments and which may not accurately anticipate actual outcomes.

v3.24.3

RELATED PARTY TRANSACTIONS	9 Months Ended
	Sep. 30, 2024
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 2 - RELATED PARTY TRANSACTIONS   During the nine months ended September 30, 2024, an officer and director of the Company incurred $36,802 in travel and other corporate expenses. The amounts are short-term loans, do not bear interest, are unsecured and are to be repaid upon demand with no interest.   During the nine months ended September 30, 2024, an officer and director of the Company lent cash and paid expenses on behalf of the Company totaling $268,581 in software development expenses, travel and other corporate expenses. The amounts are short-term loans, do not bear interest, are unsecured and are to be repaid upon demand with no interest.

v3.24.3

GOING CONCERN	9 Months Ended
	Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
GOING CONCERN	NOTE 3 - GOING CONCERN   Eco Bright's consolidated financial statements are prepared using Generally Accepted Accounting Principles applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, Eco Bright has recently accumulated losses since its inception and has had negative cash flows from operations, which raise substantial doubt about its ability to continue as a going concern. Management's plans with respect to alleviating the adverse financial conditions that caused management to express substantial doubt about Eco Bright's ability to continue as a going concern are as follows:   The ability to continue Eco Bright’s operations depends on its ability to generate and grow revenue and results of operations as well as our ability to access capital markets when necessary to accomplish strategic objectives. We expect to continue to incur losses for the immediate future and will need additional equity or debt financing until we can achieve profitability and positive cash flows from operating activities. Our future capital requirements for operations will depend on many factors, including the ability to generate revenues and obtain capital.   There can be no assurance that Eco Bright will be able to achieve its business plans, raise any more required capital or secure the financing necessary to achieve its current operating plan. The ability of Eco Bright to continue as a going concern is dependent upon its ability to successfully accomplish the plan described in the preceding paragraph and eventually attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

v3.24.3

FOREIGN CURRENCY OPERATIONS	9 Months Ended
	Sep. 30, 2024
Foreign Currency [Abstract]
FOREIGN CURRENCY OPERATIONS	NOTE 4 - FOREIGN CURRENCY OPERATIONS   Eco Bright operates in foreign countries, specifically, Tunisia during the nine months ended September 30, 2024 and year ended December 31, 2023. As such, assets and liabilities of foreign subsidiaries are translated into United States dollars at the rated of exchange in effect at year-end. The related translation adjustments are made directly to other comprehensive income or loss. Income and expenses are translated at the average rates of exchange in effect during the year. Foreign currency gains and losses are included in the results of operations and are generally classified in other income (expense) in the Consolidated Statements of Operations. Accumulated other comprehensive loss was $452 and $334 at September 30, 2024 and December 31, 2023, respectively. Foreign currency net gain was $67 for the nine months ended September 30, 2024 and a net loss of $238 of the nine months ended September 30, 2023.

v3.24.3

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 5 - SUBSEQUENT EVENTS   Eco Bright reviewed subsequent events through November 14, 2024, the date the financial statements were available to be issued.

v3.24.3

ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2024
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation   The accompanying unaudited interim consolidated financial statements of Eco Bright have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited consolidated financial statements and notes thereto contained in Eco Bright’s Annual Report on Form 1-K filed with the SEC. In the opinion of management, the accompanying unaudited interim consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, necessary to present fairly the consolidated financial position and the results of operations for the interim period presented herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year or for any future period. Notes to the consolidated financial statements which would substantially duplicate the disclosure contained in the audited financial statements for fiscal 2023 as reported in the Form 1-K have been omitted.
Cash Equivalents	Cash Equivalents   Eco Bright considers all highly liquid investments with maturities of three months or less when purchased to be cash equivalents.
Intangible Assets	Intangible Assets   Intangible assets with finite useful lives are amortized over their respective estimated useful lives and reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. During the nine months ended September 30, 2024, the Company purchased a domain name for $4,800 which has not yet been placed in service. Intangible assets were $4,800 and $0 at September 30, 2024 and December 31, 2023, respectively.
Software Development Costs	Software Development Costs   Costs incurred to develop internal-use software during the application development stage are recorded as computer software costs, at cost. Costs incurred in the development of such internal-use software, including external direct costs of materials and services and applicable compensation costs of employees devoted to specific software application development, are capitalized. Costs incurred outside of the application development stage are expensed as incurred.   During the nine months ended September 30, 2024, the Company incurred $208,500 in internal software development costs related to the development of its blockchain based software platform. The software remains in development and has not been placed in service as of September 30, 2024.
Use of Estimates	Use of Estimates   The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Revenue Recognition Policy	Revenue Recognition Policy   Eco Bright recognizes revenue in accordance with the provisions of Accounting Series Codification (“ASC”) 606, Revenue From Contracts With Customers (“ASC 606”), which provides guidance on the recognition, presentation, and disclosure of revenue in financial statements. ASC 606 outlines the basic criteria that must be met to recognize revenue and provides guidance for disclosure related to revenue recognition policies. In general, the Company recognizes revenue based on the allocation of the transaction price to each performance obligation as each performance obligation in a contract is satisfied.   The Company intends to provide digital assets from El Salvador for sale, tokenize assets for sale and develop blockchain tools for sale that will provide entry to the market for countries such as Tunisia and United Arab Emirates. During 2025, the Company plans to enter into agreements in connection with its blockchain products in Thailand, Indonesia, and Guatemala. Revenue recognition for the sale of digital and tokenized assets will be based on the allocation of the transaction price to each performance obligation as each performance obligation in a contract is satisfied, title or access to digital assets are transferred and amounts are due are collected or collectible.   During the nine months ended September 30, 2024 and 2023, revenue of $1,446 and $29,172, respectively, was recognized from providing consulting services and services related to blockchain technology software development sales. The revenue was recognized upon completion of services and acceptance by the customer.
Stock-Based Compensation	Stock-Based Compensation   Eco Bright records stock-based compensation using the fair value method. Equity instruments issued to employees and the cost of the services received as consideration are accounted for in accordance with ASC 718, Stock Compensation and are measured and recognized based on the fair value of the equity instruments issued. All transactions with non-employees in which goods or services are the consideration received for the issuance of equity instruments are accounted for in accordance with ASC 515, Equity-Based Payments to Non-Employees, based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.
Fair Value of Financial Instruments	Fair Value of Financial Instruments     ASC 820, Fair Value Measurements (“ASC 820”) and ASC 825, Financial Instruments (“ASC 825”), requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. It establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. It prioritizes the inputs into three levels that may be used to measure fair value:   Level 1 - Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.   Level 2 - Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.   Level 3 - Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.   The carrying values of cash, other current assets, property, loans payable to related parties, accounts payable and accrued expenses approximate fair value as of September 30, 2024. Pursuant to ASC 820 and 825, the fair value of cash is determined based on "Level 1" inputs, which consist of quoted prices in active markets for identical assets.
New Accounting Pronouncements	New Accounting Pronouncements   Eco Bright has implemented all new accounting pronouncements that are in effect and that may impact its consolidated financial statements. The following new accounting pronouncements have been issued that might have a material impact on its consolidated financial position or results of operations:   In November 2023, the FASB issued ASU No. 2023-07, “Segment Reporting – Improvements to Reportable Segment Disclosures” (“ASU 2023-07”). ASU 2023-07 requires disclosure of more detailed information about a reportable segment’s expenses. ASU 203-07 is effective for fiscal years beginning after December 15, 2023 and interim periods beginning after December 15, 2024. The amendments must be applied retrospectively, and early adoption is permitted. The Company is currently assessing the effects of adoption on its consolidated financial statements.   In December 2023, the FASB issued ASU No.  2023-09, “Improvements to Income Tax Disclosures” (“ASU 2023-09”). ASU 2023-09 applies to all entities subject to income taxes and requires public business entities such as the Company to provide a tabular rate reconciliation and a separate disclosure for any reconciling items with certain categories that are equal to or greater than a specified quantitative threshold. The new standard is effective for annual periods beginning after December 15, 2024 and is to be applied on a prospective basis with the option to apply the standard retrospectively, early adoption is permitted. The Company is currently assessing the effects of adoption on its consolidated financial statements.
Concentrations in Sales to Foreign Customers	Concentrations in Sales to Foreign Customers   During the nine months ended September 30, 2024 and September 30, 2023, $1,446 and $29,172 in revenue generated for software development and consulting was generated from foreign customers in the country of Tunisia. An Adverse change in either economic conditions abroad or the Company’s relationship with foreign entities could negatively affect the volume of the Company’s international sales and operations.
Basic and Diluted Loss Per Share	Basic and Diluted Loss Per Share   Eco Bright presents basic earnings per share (EPS) on the face of the statements of operation. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including convertible debt, stock options, and warrants, using the treasury stock method, and convertible debt instrument, using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.   The calculation of basic and diluted net loss per share is as follows:   Schedule of antidilutive securities excluded from computation of earnings per share                                     For the Three Months Ended September 30,     For the Nine Months Ended September 30,       2024     2023     2024     2023   Basic Loss Per Share:                                 Numerator:                                 Net Income (loss)   $ (29,934 )   $ (410 )   $ (89,042 )   $ 13,108                                     Denominator:                                 Weighted average common shares outstanding:                                 Basic     100,690,000       2,000       100,690,000       2,000   Diluted     100,690,000       2,000       100,690,000       2,000   Net income (loss) per common share:                                 Basic   $ (0.00 )   $ (0.21 )   $ (0.00 )   $ 6.55   Diluted   $ (0.00 )   $ (0.21 )   $ (0.00 )   $ 6.55
Income Taxes	Income Taxes   Eco Bright records income taxes under the asset and liability method, whereby deferred tax assets and liabilities are recognized based on the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and attributable to operating loss and tax credit carryforwards. Accounting standards regarding income taxes requires a reduction of the carrying amounts of deferred tax assets by a valuation allowance, if based on the available evidence, it is more likely than not that such assets will not be realized. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed at each reporting period based on a “more likely than not” realization threshold. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carryforward periods, the Company’s experience with operating loss and tax credit carryforwards not expiring unused, and tax planning alternatives.   Significant judgment is required in evaluating the Company’s tax positions and determining its provision for income taxes. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. Accounting standards regarding uncertainty in income taxes provides a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount which is more than 50% likely, based solely on the technical merits, of being sustained on examinations. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments and which may not accurately anticipate actual outcomes.

v3.24.3

ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Tables)	9 Months Ended
	Sep. 30, 2024
Accounting Policies [Abstract]
Schedule of antidilutive securities excluded from computation of earnings per share	Schedule of antidilutive securities excluded from computation of earnings per share                                     For the Three Months Ended September 30,     For the Nine Months Ended September 30,       2024     2023     2024     2023   Basic Loss Per Share:                                 Numerator:                                 Net Income (loss)   $ (29,934 )   $ (410 )   $ (89,042 )   $ 13,108                                     Denominator:                                 Weighted average common shares outstanding:                                 Basic     100,690,000       2,000       100,690,000       2,000   Diluted     100,690,000       2,000       100,690,000       2,000   Net income (loss) per common share:                                 Basic   $ (0.00 )   $ (0.21 )   $ (0.00 )   $ 6.55   Diluted   $ (0.00 )   $ (0.21 )   $ (0.00 )   $ 6.55

v3.24.3

ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Numerator:
Net Income (loss)	$ (29,934)	$ (410)	$ (89,042)	$ 13,108
Weighted average common shares outstanding:
Basic	100,690,000	2,000	100,690,000	2,000
Diluted	100,690,000	2,000	100,690,000	2,000
Net income (loss) per common share:
Basic	$ (0.00)	$ (0.21)	$ (0.00)	$ 6.55
Diluted	$ (0.00)	$ (0.21)	$ (0.00)	$ 6.55

v3.24.3

ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Product Information [Line Items]
Date of incorporation			Aug. 31, 2021
State of incorporation			WY
Intangible assets	$ 4,800		$ 4,800		$ 0
Software development costs			208,500
Revenue	$ 1,446		1,446	29,172
Software Development And Consulting [Member]
Product Information [Line Items]
Revenue			$ 1,446	$ 29,172

v3.24.3

RELATED PARTY TRANSACTIONS (Details Narrative)	9 Months Ended
	Sep. 30, 2024 USD ($)
Related Party Transactions [Abstract]
Travel and other corporate expenses	$ 36,802
Cash and paid expenses	$ 268,581

v3.24.3

FOREIGN CURRENCY OPERATIONS (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Foreign Currency [Abstract]
Accumulated other comprehensive loss	$ 452		$ 334
Foreign currency net loss	$ 67	$ (238)

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