UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒ QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period
ended June 30, 2024
☐ TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 000-56305
ENTREPRENEUR UNIVERSE
BRIGHT GROUP.
(Exact name of registrant
as specified in its charter)
Nevada | | 90-1734867 |
(State or other jurisdiction of
incorporation or organization) | | (I.R.S. Employer
Identification Number) |
| | |
Suite 907, Saigao City Plaza Building 2,
No. 170, Weiyang Road, Xi’an, China | | |
(Address of principal executive offices) | | (Zip Code) |
+86-029 - 86100263
(Registrant’s telephone
number, including area code)
Securities registered
pursuant to Section 12(b) of the Act: None
Title of Each Class |
|
Trading Symbol(s) |
|
Name of each exchange on which
registered |
None |
|
|
|
|
Indicate by check mark
whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. 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 ☒
The number of shares
of registrant’s common stock outstanding as of August 8, 2024 was 1,701,181,423.
ENTREPRENEUR UNIVERSE
BRIGHT GROUP
FORM 10-Q
For the Quarterly Period
Ended June 30, 2024
Table of Contents
NOTE
Entrepreneur Universe
Bright Group, a Nevada corporation (“EUBG” or the “Company”), is not a Chinese operating company but a Nevada
holding company. As a holding company with no material operations of our own, EUBG conducts all of its operations through its subsidiaries
in Hong Kong and in the People’s Republic of China (“PRC” or “China”). Therefore our shareholders will not
directly hold any equity interests in our Chinese operating subsidiaries. Unless otherwise mentioned or unless the context requires otherwise,
when used in this Quarterly Report on Form 10-Q (the “Form 10-Q”), the terms “we,” “us,” and “our”
refer to EUBG and its consolidated subsidiaries, or any one or more of them as the context may require, “HK subsidiary” refers
to Entrepreneurship World Technology Holding Group Company Limited, our wholly-owned subsidiary and a Hong Kong limited company, and “PRC
subsidiary” refers to Xi’an Yunchuang Space Information Technology Co., Ltd., f/k/a Entrepreneurship World Consultants Limited,
a wholly-foreign owned Chinese subsidiary of HK subsidiary. EUBG is a holding company for its operating subsidiaries.
We currently do not,
and we do not plan to use variable interest entities (“VIE”) to execute our business plan or to conduct our China-based operations.
We do not have any contractual arrangements between the holding company, the HK subsidiary, and the PRC subsidiary. EUBG is a Nevada holding
company and does not have any substantive operations other than directly or indirectly holding the equity interest in our operating subsidiaries
in Hong Kong and China. Therefore our shareholders will not directly hold any equity interests in our Chinese operating subsidiaries.
Our holding company structure involves unique risks to investors. Chinese regulatory authorities could disallow our corporate structure,
which would likely result in a material change in our operations and/or the value of the Company’s common stock, including that
it could cause the value of such securities to significantly decline or become worthless.
To the extent you make
any investment in our Company, it will be in EUBG, our holding company in Nevada, and not in our operating subsidiaries in Hong Kong or
in China. Because substantially all of our operations are conducted in China through our PRC subsidiary, the PRC government may exercise
significant oversight and discretion over the conduct of our business and may exert more supervision over our operations, which could
have a material adverse effect on our operations and/or the value of the Company’s common stock. The PRC government could also significantly
limit or completely hinder our ability to list and/or remain listed on a U.S. or other foreign exchange, and to offer future securities
to investors and cause the value of such securities to significantly decline or be worthless.
There are significant
legal and operational risks associated with being in and conducting a substantial portion of our operations in mainland China. PRC laws
and regulations governing our current business operations and corporate structure are sometimes vague and uncertain, and we face the risk
that changes in the PRC laws, regulations and policies, including how those laws, regulations and policies will be interpreted or implemented
could have a significant impact upon the business we may be able to conduct in the PRC which would likely result in a material change
in our operations and/or the value of the Company’s common stock, including that it could cause the value of such securities to
significantly decline or become worthless. Furthermore, these risks may significantly limit or completely hinder our ability to offer
or continue to offer our securities to investors in the future.
Recently, the PRC government
has sought to exert more oversight and supervision over offerings that are conducted overseas and/or foreign investments in China based
issuers. For example, the PRC government initiated a series of regulatory actions and made a number of public statements on the regulation
of business operations in China, including cracking down on illegal activities in the securities market, enhancing supervision over China-based
companies listed overseas using a VIE structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding efforts
in anti-monopoly enforcement. We may be subject to regulations relating to overseas securities offering and listing of China-based companies,
including pursuant to the Opinions on Severely Cracking Down on Illegal Securities Activities According to Law issued by the PRC government
authorities, which called for enhanced oversight of overseas listed companies as well as overseas equity fundraising and listing by Chinese
companies, and proposed measures such as the construction of regulatory systems to deal with the risks and incidents faced by China-based
overseas-listed companies; the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies and the
supporting guidelines issued by China Securities Regulatory Commission (the “CSRC”), which regulate overseas securities offering
and listing activities by China-based companies; the draft Regulations on Network Data Security Management (the “Draft Regulation”)
issued by the Cyberspace Administration of China(“CAC”), which requires, among other things, that a prior cybersecurity review
be conducted by the Cybersecurity Review Office before listing overseas for data processors which process over one million users’
personal information, and for the listing in Hong Kong of data processors which affect or may affect national security; the Revised Cybersecurity
Review Measures, jointly issued by the National Development and Reform Commission, the Ministry of Industry and Information Technology
of the PRC, and several other administrations, which require, among other things, that a network platform operator holding over one million
users’ personal information must apply with the Cybersecurity Review Office for a cybersecurity review before any public offering
or listing outside of Chinese mainland and Hong Kong. Any future action by the PRC government expanding the categories of industries and
companies whose foreign securities offerings are subject to government review could significantly limit or completely hinder our ability
to offer or continue to offer securities to investors and could cause the value of such securities to significantly decline or be worthless.
As of the date of this
filing, our operating subsidiaries have not been involved in any investigations on cybersecurity review initiated by the CAC based on
the Measures for Cybersecurity Review (2021) and the Draft Regulation, and we have not received any inquiry, notice, warning, sanctions
in such respect or any regulatory objections to this registration of our shares of common stock with the Securities and Exchange Commission
(“SEC”). However, it is still uncertain what existing or new laws or regulations will be modified or promulgated, or the potential
impact such modified or new laws and regulations will have on our daily business operations or our ability to accept foreign investments
and list on a U.S. exchange. If we are subject to such a probe or if we are required to comply with stepped-up supervisory requirements,
valuable time from our management and money may be expended in complying and/or responding to the probe and requirements, thus diverting
valuable resources and attention away from our operations. This may, in turn, negatively impact our operations.
As advised by our PRC
legal counsel, we need to file with the CSRC within three business days after our application for overseas listing in a new capital market
is submitted. As of the date of this filing, nor have we, or our subsidiaries, applied for or received any denial for the registration
of our shares of common stock with the SEC. However, The General Office of the Central Committee of the Communist Party of China and the
General Office of the State Council jointly issued the “Opinions on Severely Cracking Down on Illegal Securities Activities According
to Law,” or the Opinions, which was made available to the public on July 6, 2021. The Opinions emphasized the need to strengthen
the administration over illegal securities activities, and the need to strengthen the supervision over overseas listings by Chinese companies.
Effective measures, such as promoting the construction of relevant regulatory systems will be taken to deal with the risks and incidents
of China-concept overseas listed companies, and cybersecurity and data privacy protection requirements and similar matters. The Opinions
and any related implementing rules to be enacted may subject us to compliance requirement in the future. On February 17, 2023, the CSRC
issued the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies and five supporting guidelines
which became effective on June 30, 2023. Thus, we are required to file with the CSRC within three business days after our application
for overseas listing in a new capital market is submitted. Failure to perform our filing obligations may result in penalties imposed on
the Company and responsible officers. In addition, we shall report to the CSRC upon occurrence of certain material events after our listing
on the stock exchange outside of Chinese Mainland, including change of control, investigations or sanctions imposed by overseas securities
regulatory authorities, change of listing status or transfer of listing segment, and voluntary or mandatory delisting. Given the current
regulatory environment in the PRC, we are still subject to the uncertainty of interpretation and enforcement of the rules and regulations
in the PRC, which can change quickly with little advance notice, and any future actions of the PRC authorities. We cannot assure you that
relevant PRC government agencies would reach the same conclusion as we do or as advised by our PRC legal counsel. However, (i) if we inadvertently
concluded that no other permissions, approvals or filings are required, or (ii) if the CSRC, the CAC or other regulatory PRC agencies
later promulgate new rules requiring that we obtain their approvals or finish other procedures to issue the Company’s common stock
to foreign investors, and we are unable to obtain a waiver of such requirements, if and when procedures are established to obtain such
a waiver, then we may not be able to issue our shares. In addition, any uncertainties and/or negative publicity regarding such requirements
could have a material adverse effect on the trading price of our securities.
The PRC laws and regulations
and government policy changes rapidly on digital training. For our digital training related services, we worked with Beida Jade Bird Vocational
Education (“Jade Bird”) which was an authorized licensee of China National Personal Talent Training Network (“CNPTTN”),
a PRC regulatory agency for the talent training. Jade Bird was in charge of its training courses, and the Company was authorized by Jade
Bird as its sole training related administrator of the key opinion leader (KOL) training courses and to coordinate the digital training
related services to individual clients who were interested in becoming KOL conducting live-broadcasting business through social media.
The Company provided training related services, to these individual clients who subscribed courses, in arranging the examination, following
up certificate issuance processes, addressing clients’ concerns, etc. On March 22, 2022, the PRC subsidiary learned that Jade Bird
suspended its service after receiving a notice from CNPTTN and that until further notice CNPTTN has suspended all recruitment services
using its CNPTTN’s name. As a result of CNPTTN’s suspension, on March 22, 2022, our PRC subsidiary has also suspended its
digital training related services with Jade Bird. As it is highly unlikely that such digital training services by the Company will resume
in the foreseeable future, the Company has refunded all advance payments made by clients who were unable to receive such training-related
services. If we were to resume KOL related training services in the future, laws and regulations and the CNPTTN may require our PRC subsidiary
to meet additional requirements or obtain additional approvals, licenses or permits to conduct KOL training related business. If our PRC
subsidiary is unable to meet the relevant requirements or obtain the relevant approvals, licenses or permits, our PRC subsidiary may not
be able to continue to conduct the KOL training related business. As of the date of this report, there is no further notice from CNPTTN
and the service is still being suspended. Other than the above, we and our subsidiaries are currently not required to obtain permission
from any of the PRC authorities to operate its principal business. We cannot assure you that relevant PRC government agencies would reach
the same conclusion as we do. If (i) we and our PRC legal counsel inadvertently concluded that such permissions or approvals are not required,
or (ii) the relevant regulatory PRC agencies later promulgate new rules requiring that we obtain their approvals to operate our business,
and we are unable to obtain approval or a waiver of such approval requirements, any uncertainties and/or negative publicity regarding
such an approval requirement could have a material adverse effect on our business operation and the trading price of our securities.
Although we concluded
that we and our subsidiaries are currently not required to obtain permission from any of the PRC central or local government and that
we have not received any denial to registration on the OTC market or to conduct our business operations, if (x) we inadvertently conclude
that such approvals are not required when they are, (y) we do not receive or maintain such permissions or approvals if and when required,
or (z) changes in applicable laws, regulations, or interpretations relating to our business or industry which would require us to obtain
approvals in the future, our operations, financial conditions, and results of operations could be adversely affected, directly or indirectly,
and the value of the Company’s common stock could significantly decline or become worthless.
On July 7, 2022, the
CAC promulgated the Measures for the Security Assessment for Cross-border Transfer of Data (the “Security Assessment measures”),
which came into effect on September 1, 2022. The Security Assessment measures stipulates that data processors which provide data cross-border
and have one of the following circumstances, should apply the security assessment to the national network information department through
the provincial branches of network information department: (A) data processors to provide important data cross-border; (B) operators of
critical information infrastructure and data processors handling personal information of more than 1 million people to provide personal
information cross-border;(C) data processors which provide cross-border a cumulative total of 100,000 people’s personal information
or 10,000 people’s sensitive personal information since January 1 of the previous year; (D) other situations requiring application
for the security assessment regarding providing data cross-border as stipulated by the state Internet information department. As of the
date of this filing, the PRC subsidiary has not provided any important data or personal data to any offshore institutions or individuals,
so the PRC subsidiary does not need to apply for a security assessment at this stage. However, if we need to provide data to offshore
institutions or individuals in the future and fall into the situations which should apply for the security assessment, we might not pass
the security assessment.
In December 2020, the
Holding Foreign Companies Accountable Act (“HFCAA”), was signed into law as part of a continued regulatory focus in the United
States on access to audit and other information currently protected by national law. The HFCAA states if the Securities and Exchange Commission
(“SEC”) determines that we have filed audit reports issued by a registered public accounting firm that has not been subject
to inspection by the Public Company Accounting Oversight Board (“PCAOB”) for three consecutive years beginning in 2021, the
SEC shall prohibit securities from being traded on a national securities exchange or in the over-the-counter trading market in the U.S.
Following the filing of our Form 10 for fiscal year ended December 31, 2021, which was audited by Centurion ZD CPA & Co. (“CZD
CPA”), an audit firm headquartered in Hong Kong, a jurisdiction that the PCAOB has determined that the PCAOB is unable to conduct
inspections or investigate auditors, the SEC added us to its list of Commission-Identified Issuers identified under HFCAA. In December
2022, the Accelerating Holding Foreign Companies Accountable Act (“AHFCAA”) was signed into law, which amended the HFCAA to
shorten the three-year period to two years.
On September 7, 2022,
the Company dismissed CZD CPA and appointed Prager Metis CPAs, LLC (“PragerMetis”) as the Company’s independent auditor
for the fiscal year end December 31, 2022. Our current auditors, PragerMetis, is located at Hackensack, New Jersey, and has been inspected
by the PCAOB. We expect that this will satisfy the PCAOB inspection requirements for the audit of our consolidated financial statements,
subject to compliance with SEC and other requirements prior to the two-year deadline of the AHFCAA.
Further, on August 26,
2022, the PCAOB signed a Statement of Protocol with the China Securities Regulatory Commission, or the CSRC, and the Ministry of Finance
of the PRC, taking the first step toward opening access for the PCAOB to inspect and investigate registered public accounting firms headquartered
in Chinese mainland and Hong Kong. On December 15, 2022, the PCAOB announced that it “was able to secure complete access to inspect
and investigate audit firms in the People’s Republic of China (PRC) for the first time in history, in 2022. Therefore, on December
15, 2022, the PCAOB Board voted to vacate previous determinations to the contrary.”
EUBG is permitted to
transfer cash as a loan and/or capital contribution to the HK subsidiary for its operations and the HK subsidiary is permitted to transfer
cash as a loan and/or capital contribution to the PRC subsidiary for capital investment and company operations. For instance, the PRC
subsidiary will use the cash for their daily business operations. However, under existing PRC regulations, any loans made to our PRC subsidiaries
shall not exceed a statutory limit, and shall be filed with PRC State Administration of Foreign Exchange (“SAFE”) or its local
bureau. Additionally, any capital contributions the HK subsidiary make to the PRC subsidiary shall be filed with the local commerce department.
The PRC subsidiary is the main operating company to earn revenue. The HK subsidiary is also permitted under the laws of Hong Kong SAR
to provide funding to EUBG through dividend distribution without restrictions on the amount of the funds. Current PRC laws require that
dividends be paid only out of the profit for the year calculated according to PRC accounting principles, which differ from the generally
accepted accounting principles in other jurisdictions. In addition, PRC laws also require a foreign-invested enterprise to set aside at
least 10% of its after-tax profits, if any, to fund its statutory reserves, until the aggregate amount reaches 50% of its registered capital.
In addition, a wholly foreign-owned enterprise may, at its discretion, allocate a portion of its after-tax profits based on PRC accounting
principles to enterprise expansion funds, staff welfare, and bonus funds. Those reserve funds are not available for distribution as cash
dividends. The PRC government’s control of foreign currency conversion may limit our foreign exchange transactions. Under existing
PRC foreign exchange regulations, payments of current account items can be made in foreign currencies without prior approval from SAFE.
However, approval from SAFE, or registration with SAFE or other appropriate departments is required where RMB shall be converted into
foreign currency and be remitted out of the PRC. Failure to comply with the above regulations may result in liability under PRC laws for
evasion of foreign exchange controls.
As of the date of this
filing, our PRC subsidiary has distributed $10 million (net of withholding tax at $1.1 million charged at a rate of 10% of the declared
dividend) to its holding parent, which is our HK subsidiary. However, we cannot ensure that we will be able to comply with the above regulations
in all respects in the future. If we fail to comply with the above regulations, our ability to transfer cash and distribute earnings may
be negatively affected, which could materially and adversely affect our liquidity and our ability to fund and expand our business. Since
EUBG, the Nevada holding company, is not the direct parent company of the PRC subsidiary, EUBG and the PRC subsidiary cannot make transfers
to each other. As of the date of this filing, other than the above stated $10 million cash dividends transferred
from our PRC subsidiary to our HK subsidiary for operational costs, no cash transfer or transfer of other assets (including dividends
and distribution) have occurred among EUBG, our Nevada holding company, and either of its subsidiaries, our HK subsidiary or our PRC subsidiary.
The PRC government has
significant oversight and discretion over the conduct of our business as the government deems appropriate to further regulatory, political
and societal goals. To the extent that the cash and assets of our business are in our PRC subsidiary and/or Hong Kong subsidiary, such
cash or assets may not be available to fund our operations or for other use outside of the PRC and/or Hong Kong due to the potential intervention
by the PRC government to impose restrictions and limitations over our ability or our subsidiaries’ ability to transfer cash or assets.
Any such influence on our business operations or action to exert more oversight and supervision over the cash or assets of our subsidiaries
could adversely affect our business, financial condition and results of operations and the value of our common stock, or significantly
limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to
significantly decline or in extreme cases, become worthless.
On September 1, 2021,
our PRC subsidiary adopted a written Monetary and Cash Fund Management System (“Cash Management Policy”) for its operations
in China and Hong Kong. The Cash Management Policy covers cash, bank deposits and other monetary funds owned by the PRC subsidiary and
Hong Kong subsidiary and includes procedures on receiving funds, depositing funds, transferring funds and proper documentation and recording
of cash. We adopted the Cash Management Policy in order to provide a process and guidance on collecting, accounting for, and safeguarding
all cash and cash equivalents of our PRC subsidiary and Hong Kong subsidiary, including 1) checking the latest regulation requirements
between China and Hong Kong; and 2) seeking approval from EUBG’s chief executive officer in order to transfer funds from our PRC
subsidiary to our HK subsidiary. EUBG does not have a cash management policy.
For detailed discussions
on such risks, please see the section captioned “Risk Factors” in our Annual Report on Form 10-K (the “Annual Report”
or “Form 10-K”), filed with the SEC on March 28, 2024.
SPECIAL NOTE REGARDING
FORWARD LOOKING STATEMENTS
This Quarterly Report
on Form 10-Q (the “Quarterly Report” or “Form 10-Q”) includes “forward-looking statements” within
the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). All statements in this report other than statements of historical fact
are forward-looking statements for purposes of these provisions, including any statements of the Company’s plans and objectives
for future operations, the Company’s future financial or economic performance (including known or anticipated trends), and the assumptions
underlying or related to the foregoing. Statements that include the use of terminology such as “may,” “will,”
“expects,” “plans,” “anticipates,” “estimates,” “potential,” or “continue,”
or the negative thereof, or other comparable terminology, are forward-looking statements. These risks and uncertainties include, but are
not limited to, the factors described in the section captioned “Risk Factors” in our Annual Report filed with the Securities
and Exchange Commission (SEC) on March 28, 2024. Forward-looking statements reflect our current views with respect to future events and
are based on assumptions and subject to risks and uncertainties. You should read these factors and the other cautionary statements made
in this report and in the documents we incorporate by reference into this report as being applicable to all related forward-looking statements
wherever they appear in this report or the documents we incorporate by reference into this report. If one or more of these factors materialize,
or if any underlying assumptions prove incorrect, our actual results, performance or achievements may vary materially from any future
results, performance or achievements expressed or implied by these forward-looking statements.
Any forward-looking statements
contained in this Quarterly Report are only estimates or predictions of future events based on information currently available to our
management and management’s current beliefs about the potential outcome of future events. Whether these future events will occur
as management anticipates, whether we will achieve our business objectives, and whether our revenues, operating results or financial condition
will improve in future periods are subject to numerous risks. There are a number of important factors that could cause actual results
to differ materially from the results anticipated by these forward-looking statements. These important factors include those that we discuss
under the heading “Risk Factors” in this Quarterly Report and in other reports filed from time to time with the SEC that are
incorporated by reference into this Quarterly Report. You should read these factors and the other cautionary statements made in this Quarterly
Report and in the documents which we incorporate by reference into this Quarterly Report as being applicable to all related forward-looking
statements wherever they appear in this Quarterly Report or the documents we incorporate by reference into this Quarterly Report. If one
or more of these factors materialize, or if any underlying assumptions prove incorrect, our actual results, performance or achievements
may vary materially from any future results, performance or achievements expressed or implied by these forward-looking statements. We
undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise,
except as required by law.
PART I - Financial
Information
Item
1. Financial Statements
INDEX
TO FINANCIAL STATEMENTS
UNAUDITED
FINANCIAL STATEMENTS
FOR
THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023
ENTREPRENEUR
UNIVERSE BRIGHT GROUP
CONDENSED
CONSOLIDATED BALANCE SHEETS
AS
OF JUNE 30, 2024 AND DECEMBER 31, 2023
(UNAUDITED)
(In
U.S. dollars except for number of shares)
| |
June 30, 2024 | | |
December 31, 2023 | |
| |
| | |
| |
ASSETS | |
| | |
| |
CURRENT ASSETS | |
| | |
| |
Cash and cash equivalents | |
$ | 10,029,766 | | |
$ | 9,324,115 | |
Accounts receivable | |
| 404,523 | | |
| 632,541 | |
Other receivables and prepayments | |
| 56,582 | | |
| 71,247 | |
Total current assets | |
| 10,490,871 | | |
| 10,027,903 | |
| |
| | | |
| | |
NON-CURRENT ASSETS | |
| | | |
| | |
Plant and equipment, net | |
| 72,324 | | |
| 107,014 | |
Operating lease right-of-use assets, net | |
| 143,488 | | |
| 27,648 | |
Total non-current assets | |
| 215,812 | | |
| 134,662 | |
| |
| | | |
| | |
TOTAL ASSETS | |
$ | 10,706,683 | | |
$ | 10,162,565 | |
| |
| | | |
| | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | |
| | | |
| | |
CURRENT LIABILITIES | |
| | | |
| | |
Other payables and accrued liabilities | |
$ | 238,031 | | |
$ | 478,326 | |
Operating lease liabilities, current | |
| 58,723 | | |
| 27,648 | |
Tax payables | |
| 215,423 | | |
| 337,734 | |
Amount due to a director | |
| 3,508 | | |
| 3,508 | |
Total current liabilities | |
| 515,685 | | |
| 847,216 | |
| |
| | | |
| | |
NON-CURRENT LIABILITY | |
| | | |
| | |
Deferred tax liabilities | |
| 323,007 | | |
| 184,146 | |
Operating lease liabilities, non-current | |
| 84,765 | | |
| - | |
Total non-current liabilities | |
| 407,772 | | |
| 184,146 | |
| |
| | | |
| | |
TOTAL LIABILITIES | |
| 923,457 | | |
| 1,031,362 | |
| |
| | | |
| | |
COMMITMENTS AND CONTINGENCIES | |
| | | |
| | |
| |
| | | |
| | |
STOCKHOLDERS’ EQUITY | |
| | | |
| | |
Preferred stock, par value $0.0001 per share, 1,100,000 shares authorized, Nil (December 31, 2023: Nil) shares issued and outstanding as of June 30, 2024 | |
| - | | |
| - | |
Common stock, par value $0.0001 per share; 1,800,000,000 shares authorized, 1,701,181,423 (December 31, 2023: 1,701,181,423) shares issued and outstanding as of June 30, 2024 | |
| 170,118 | | |
| 170,118 | |
Additional paid-in capital | |
| 6,453,048 | | |
| 6,453,048 | |
Statutory reserves | |
| 65,911 | | |
| 65,911 | |
Retained earnings | |
| 3,051,537 | | |
| 2,329,574 | |
Accumulated other comprehensive income | |
| 42,612 | | |
| 112,552 | |
Total stockholders’ equity | |
| 9,783,226 | | |
| 9,131,203 | |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | |
$ | 10,706,683 | | |
$ | 10,162,565 | |
The
accompanying notes are an integral part of these condensed consolidated financial statements.
ENTREPRENEUR
UNIVERSE BRIGHT GROUP
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
FOR
THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023
(UNAUDITED)
(In
U.S. dollars except for number of shares)
| |
For the three months ended June 30, | | |
For the six months ended June 30, | |
| |
2024 | | |
2023 | | |
2024 | | |
2023 | |
Revenue | |
$ | 1,264,221 | | |
$ | 1,705,942 | | |
$ | 2,524,274 | | |
$ | 2,882,878 | |
Cost of revenue | |
| (169,757 | ) | |
| (108,581 | ) | |
| (331,138 | ) | |
| (223,135 | ) |
Gross profit | |
| 1,094,464 | | |
| 1,597,361 | | |
| 2,193,136 | | |
| 2,659,743 | |
Selling expenses | |
| (27,762 | ) | |
| (5,279 | ) | |
| (30,068 | ) | |
| (6,718 | ) |
General and administrative expenses | |
| (427,775 | ) | |
| (390,294 | ) | |
| (847,958 | ) | |
| (813,796 | ) |
Profit from operations | |
| 638,927 | | |
| 1,201,788 | | |
| 1,315,110 | | |
| 1,839,229 | |
Other income (expenses): | |
| | | |
| | | |
| | | |
| | |
Interest income | |
| 6,325 | | |
| 10,764 | | |
| 9,130 | | |
| 18,500 | |
Exchange gain (loss) | |
| (24,132 | ) | |
| (74,178 | ) | |
| (42,260 | ) | |
| (53,630 | ) |
Sundry income | |
| 13,702 | | |
| 7,938 | | |
| 23,392 | | |
| 65,943 | |
Total other income(expenses), net | |
| (4,105 | ) | |
| (55,476 | ) | |
| (9,738 | ) | |
| 30,813 | |
Income before income tax | |
| 634,822 | | |
| 1,146,312 | | |
| 1,305,372 | | |
| 1,870,042 | |
Income tax expense | |
| (286,355 | ) | |
| (455,865 | ) | |
| (583,409 | ) | |
| (748,138 | ) |
Net income | |
| 348,467 | | |
| 690,447 | | |
| 721,963 | | |
| 1,121,904 | |
Other comprehensive loss | |
| - | | |
| | | |
| | | |
| | |
Foreign currency translation adjustment | |
| (5,333 | ) | |
| (77,327 | ) | |
| (69,940 | ) | |
| (92,821 | ) |
Total comprehensive income | |
$ | 343,134 | | |
| 613,120 | | |
$ | 652,023 | | |
$ | 1,029,083 | |
| |
| | | |
| | | |
| | | |
| | |
Net income per share - Basic and diluted | |
$ | 0.00 | * | |
| 0.00 | * | |
$ | 0.00 | * | |
$ | 0.00 | * |
Weighted average number of common shares outstanding | |
| | | |
| | | |
| | | |
| | |
- Basic and Diluted | |
| 1,701,181,423 | | |
| 1,701,181,423 | | |
| 1,701,181,423 | | |
| 1,701,181,423 | |
The
accompanying notes are an integral part of these condensed consolidated financial statements.
ENTREPRENEUR
UNIVERSE BRIGHT GROUP
CONDENSED
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR
THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023
(UNAUDITED)
(In
U.S. dollars except for number of shares)
Three
and six months ended June 30, 2023
| |
Common
Stock | | |
Additional | | |
Preferred
stock | | |
| | |
| | |
Accumulated
Other | | |
Total | |
| |
Number
of Shares | | |
Amount | | |
Paid-In
Capital | | |
Number of
Shares | | |
Amount | | |
Statutory
Reserves | | |
Retained
earnings | | |
Comprehensive
Income | | |
Stockholders’
Equity | |
| |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
Balance as of
January 1, 2023 | |
| 1,701,181,423 | | |
$ | 170,118 | | |
$ | 6,453,048 | | |
| - | | |
$ | - | | |
$ | 65,911 | | |
$ | 47,215 | | |
$ | 147,908 | | |
$ | 6,884,200 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Net income | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 431,457 | | |
| - | | |
| 431,457 | |
Foreign currency
translation adjustment | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (15,494 | ) | |
| (15,494 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Balance as of March 31, 2023 | |
| 1,701,181,423 | | |
$ | 170,118 | | |
$ | 6,453,048 | | |
| - | | |
$ | - | | |
$ | 65,911 | | |
$ | 478,672 | | |
$ | 132,414 | | |
$ | 7,300,163 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Net income | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 690,447 | | |
| - | | |
| 690,447 | |
Foreign currency
translation adjustment | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (77,327 | ) | |
| (77,327 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Balance as
of June 30, 2023 | |
| 1,701,181,423 | | |
$ | 170,118 | | |
$ | 6,453,048 | | |
| - | | |
$ | - | | |
$ | 65,911 | | |
$ | 1,169,119 | | |
$ | 55,087 | | |
$ | 7,913,283 | |
Three
and six months ended June 30, 2024
| |
Common Stock | | |
Additional | | |
Preferred stock | | |
| | |
| | |
Accumulated Other | | |
Total | |
| |
Number of | | |
| | |
Paid-In | | |
Number of | | |
| | |
Statutory | | |
Retained | | |
Comprehensive | | |
Stockholders’ | |
| |
Shares | | |
Amount | | |
Capital | | |
Shares | | |
Amount | | |
Reserve | | |
Earnings | | |
Income | | |
Equity | |
Balance as of January 1, 2024 | |
| 1,701,181,423 | | |
$ | 170,118 | | |
$ | 6,453,048 | | |
| - | | |
$ | - | | |
$ | 65,911 | | |
$ | 2,329,574 | | |
$ | 112,552 | | |
$ | 9,131,203 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Net income | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 373,496 | | |
| - | | |
| 373,496 | |
Foreign currency translation adjustment | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (64,607 | ) | |
| (64,607 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Balance as of March 31, 2024 | |
| 1,701,181,423 | | |
$ | 170,118 | | |
$ | 6,453,048 | | |
| - | | |
$ | - | | |
$ | 65,911 | | |
$ | 2,703,070 | | |
$ | 47,945 | | |
$ | 9,440,092 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Net income | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 348,467 | | |
| - | | |
| 348,467 | |
Foreign currency translation adjustment | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (5,333 | ) | |
| (5,333 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Balance as of June 30, 2024 | |
| 1,701,181,423 | | |
$ | 170,118 | | |
$ | 6,453,048 | | |
| - | | |
$ | - | | |
$ | 65,911 | | |
$ | 3,051,537 | | |
$ | 42,612 | | |
$ | 9,783,226 | |
The
accompanying notes are an integral part of these condensed consolidated financial statements.
ENTREPRENEUR
UNIVERSE BRIGHT GROUP
CONDENSED
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR
THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023
(UNAUDITED)
(In
U.S. dollars)
| |
For the six months ended June 30, | |
| |
2024 | | |
2023 | |
Cash flows from operating activities | |
| | |
| |
Net income | |
$ | 721,963 | | |
$ | 1,121,904 | |
Adjustments to reconcile net income to cash used in operating activities: | |
| | | |
| | |
Depreciation | |
| 29,690 | | |
| 40,298 | |
Amortization of operating lease right-of-use assets | |
| 27,179 | | |
| 26,907 | |
Deferred tax | |
| 138,365 | | |
| 28,230 | |
Changes in operating assets and liabilities: | |
| | | |
| | |
Other receivables and prepayments | |
| 13,028 | | |
| 12,259 | |
Accounts receivable | |
| 213,551 | | |
| (207,645 | ) |
Other payables and accrued liabilities | |
| (235,604 | ) | |
| (160,301 | ) |
Tax payables | |
| (114,592 | ) | |
| 286,498 | |
Receipt in advance | |
| - | | |
| (1,703 | ) |
Operating lease liabilities | |
| (25,852 | ) | |
| (26,908 | ) |
Net cash generated from operating activities | |
| 767,728 | | |
| 1,119,539 | |
| |
| | | |
| | |
Cash flows used in investing activities | |
| | | |
| | |
Purchase of property, plant and equipment | |
| - | | |
| (1,877 | ) |
| |
| | | |
| | |
Cash flows used in financing activities | |
| | | |
| | |
Repayment to a director | |
| - | | |
| (164,441 | ) |
| |
| | | |
| | |
Effect of exchange rates on cash | |
| (62,077 | ) | |
| (87,081 | ) |
| |
| | | |
| | |
Net increase in cash and cash equivalents | |
| 705,651 | | |
| 866,140 | |
Cash and cash equivalents at beginning of period | |
| 9,324,115 | | |
| 7,193,591 | |
Cash and cash equivalents at end of period | |
$ | 10,029,766 | | |
$ | 8,059,731 | |
| |
| | | |
| | |
Supplemental cash flow information | |
| | | |
| | |
Cash paid during the period for: | |
| | | |
| | |
Income taxes | |
$ | 554,417 | | |
$ | 286,922 | |
The
accompanying notes are an integral part of these condensed consolidated financial statements.
ENTREPRENEUR
UNIVERSE BRIGHT GROUP
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023
(UNAUDITED)
(In
U.S. dollars except for number of shares)
NOTE
1 – ORGANIZATION AND BUSINESS
Entrepreneur
Universe Bright Group (“EUBG” or the “Company”) was incorporated in the State of Nevada on April 21, 1999 under
the name LE GOURMET CO, INC. and the Company’s name to Entrepreneur Universe Bright Group, with an effective date of April 3, 2020.
The
Company, through its wholly owned subsidiaries, mainly engages in provision of digital marketing consultation services in Hong Kong and
China.
Company name | | Place/date of incorporation | | Principal activities |
1. Entrepreneurship World Technology Holding Group Company Limited | | Hong Kong/May 15, 2019 | | Plan to provide consulting and promotional services |
| | | | |
2. Xian Yunchuang Space Information Technology Co., Ltd. | | The People’s Republic of China (“PRC”)/October 18, 2019 | | Provision of digital marketing consultation services |
NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of Presentation
The
accompanying unaudited condensed consolidated financial statements have been prepared in accordance with United States of America generally
accepted accounting principles (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission
(“SEC”) regarding interim financial reporting.
The
interim condensed consolidated financial information as of June 30, 2024 and for the three and six months ended June 30, 2024 and 2023
have been prepared without audit, pursuant to the rules and regulations of the SEC. Certain information and footnote disclosures, which
are normally included in consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant
to such rules and regulations. The interim condensed consolidated financial information should be read in conjunction with the Financial
Statements and the notes thereto, included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023,
previously filed with the SEC on March 28, 2024.
In
the opinion of management, all adjustments (which include all significant normal and recurring adjustments) necessary to present a fair
statement of the Company’s interim condensed consolidated financial position as of June 30, 2024, its interim condensed consolidated
results of operations and cash flows for the three and six months ended June 30, 2024 and 2023, as applicable, have been made. The interim
results of operations are not necessarily indicative of the operating results for the full fiscal year or any future periods.
Use
of Estimates
The
preparation of these financial statements in conformity with U.S. GAAP requires management of the Company to make estimates and
judgments that affect the reported amounts of assets, liabilities, revenues, costs and expenses, and related disclosures. On an ongoing
basis, the Company evaluates its estimates based on historical experience and on various other assumptions that are believed to be reasonable
under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities
that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
Recently
Issued and Adopted Accounting Pronouncements
From
time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) that are adopted
by the Company as of the specified effective date. Unless otherwise discussed, management believes that the impact of recently issued
standards did not or will not have a material impact on the Company’s consolidated financial statements upon adoption.
In
December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 is intended
to improve income tax disclosures primarily through enhanced disclosure of income tax rate reconciliation items, and disaggregation of
income (loss) from continuing operations, income tax expense (benefit) and income taxes paid, net disclosures by federal, state and foreign
jurisdictions, among others. ASU 2023-09 is effective for annual reporting periods beginning after December 15, 2024, and early adoption
is permitted. The Company is evaluating the impact that ASC 2023-09 will have on the consolidated financial statements and its plan for
adoption, including the adoption date and transition method.
Basis
of Consolidation
The
condensed consolidated financial statements include the financial statements of the Company and its wholly owned subsidiaries. All significant
inter-company balances and transactions within the Company have been eliminated upon consolidation.
A
subsidiary is an entity in which (i) the Company directly or indirectly controls more than 50% of the voting power; or (ii) the
Company has the power to appoint or remove the majority of the members of the board of directors or to cast a majority of votes at the
meeting of the board of directors or to govern the financial and operating policies of the investee pursuant to a statute or under an
agreement among the shareholders or equity holders.
Leases
The
Company determines if an arrangement is a lease or contains a lease at inception of the arrangement. Operating lease liabilities are
recognized based on the present value of the remaining lease payments, discounted using the discount rate for the lease at the commencement
date. As the rate implicit in the lease is not readily determinable for the operating lease, the Company generally uses an incremental
borrowing rate based on information available at the commencement date to determine the present value of future lease payments. Operating
lease right-of-use (“ROU assets”) assets represent the Company’s right to control the use of an identified asset for
the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets
are generally recognized based on the amount of the initial measurement of the lease liability. Lease expense is recognized on a straight-line
basis over the lease term. The Company elected the package of practical expedients permitted under the transition guidance to combine
the lease and non-lease components as a single lease component for operating leases associated with the Company’s office space
lease, and to keep leases with an initial term of 12 months or less off the balance sheet and recognize the associated lease payments
in the condensed consolidated statements of income on a straight-line basis over the lease term.
ROU
assets are reviewed for impairment when indicators of impairment are present. ROU assets from operating and finance leases are subject
to the impairment guidance in ASC 360, Property, Plant, and Equipment, as ROU assets are long-lived nonfinancial assets.
ROU
assets are tested for impairment individually or as part of an asset group if the cash flows related to the ROU asset are not independent
from the cash flows of other assets and liabilities. An asset group is the unit of accounting for long-lived assets to be held and used,
which represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets
and liabilities.
The
Company recognized no impairment of ROU assets as of June 30, 2024 and December 31, 2023.
The
operating lease is included in operating lease right-of-use assets, operating lease liabilities-current and operating lease liabilities-non-current
on the Company’s condensed consolidated balance sheets.
Cash
and Cash Equivalents
For
purposes of the statement of cash flows, the Company considers cash, money market funds, investments in interest bearing demand deposit
accounts, time deposits and all highly liquid investments placed with banks or other financial institutions with an original maturity
of three and six months or less to be cash equivalents.
As
of June 30, 2024, cash held in accounts managed by online payment platforms such as Alipay and WeChat Pay amounted to $2,764 (as at
December 31, 2023: $2,837), which have been classified as cash and cash equivalents in the condensed consolidated
balance sheets.
Accounts
receivable
Accounts
receivables are recorded at the invoiced amount, net of allowances for doubtful accounts and sales returns. The allowance for doubtful
accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivables.
The Company determines the allowance based on historical write-off experience, customer specific facts and economic conditions.
Outstanding
accounts receivable balances are reviewed individually for collectability. Account balances are charged off against the allowance after
all means of collection have been exhausted and the potential for recovery is considered remote.
Plant
and equipment
Plant
and equipment are recorded at cost less accumulated depreciation and accumulated impairment. Depreciation is computed using the straight-line
method over the estimated useful lives of the assets.
| |
Estimated useful lives (years) |
Motor vehicle | |
4 – 5 |
Office equipment | |
3 |
The
gain or loss on the disposal of plant and equipment is the difference between the net sales proceeds and the lower of the carrying value
or fair value less cost to sell the relevant assets and is recognized in general and administrative expenses in the condensed consolidated
statements of operations and comprehensive income.
Impairment
of Long-lived Assets
In
accordance with ASC 360-10-35, we review the carrying values of long-lived assets for impairment whenever events or changes in circumstances
indicate that the carrying value of an asset may not be recoverable. The Company assesses the recover-ability of the assets based on
the non-discounted future cash flows the assets are expected to generate and recognize an impairment loss when estimated discounted future
cash flows expected to result from the use of the asset plus net proceeds expected from disposition of the asset, if any, are less than
the carrying value of the asset. If an impairment is identified, the Company would reduce the carrying amount of the asset to its estimated
fair value based on a discounted cash flows approach or, when available and appropriate, to comparable market values. No impairment has
been recorded by the Company for the three and six months ended June 30, 2024 and 2023.
Revenue
Recognition
The
Company recognizes revenues when its customer obtains control of promised goods or services, in an amount that reflects the consideration
which it expects to receive in exchange for those goods or services. The Company recognizes revenues following the five step model prescribed
under ASU No. 2014-09: (i) identify contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine
the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenues
when (or as) we satisfy the performance obligation.
The
Company evaluates if it is a principal or an agent in a transaction to determine whether revenue should be recorded on a gross or net
basis. The Company is acting as the principal if it obtains control over the goods and services before they are transferred to customers.
When the Company is primarily obligated in a transaction, is generally subject to inventory risk, has latitude in establishing prices,
or has several but not all of these indicators, the Company acts as the principal and revenue is recorded on a gross basis. When the
Company is not primarily obligated in a transaction, does not generally bear the inventory risk and does not have the ability to establish
the price, the Company acts as the agent and revenue is recorded on a net basis
The
Company derives its revenue primarily from consultancy services, sourcing and marketing services related services.
Consultancy
services
The
Company generates the majority of its revenues by providing consulting services to its clients.
Performance-based
arrangements represent forms of variable consideration determined by pre-established fixed rates. In these arrangements, the Company’s
fees are based on the attainment of contractually defined objectives with our client, such as assisting the client in achieving a specific
business objective (e.g. facilitating product sales, course enrollments, private car sales and delivery, and enhancing livestream performers’
performance and profitability). The Company is entitled a fixed rate on revenue generated by the client that are related to the scope
of respective consultancy services upon client acceptance on the services provided.
Sourcing
and marketing services
The
Company provides agency-based sourcing and marketing services to connect marketplace operators and merchants.
Agency-based
sourcing and marketing services represents product procurement on behalf of marketplace operators. The Company recognized revenues
from agency-based sourcing and marketing services at a fixed rate on the value of goods that are sourced and delivered to the ultimate
customers by the merchants. The Company reports revenues from these transactions on a net basis because the performance obligation is
to facilitate a transaction between marketplace operators and merchants, for which the Company did not obtain the control over the products
before passing on to the end customers. The Company is not primarily responsible for fulfilling the promise and not exposed to inventory
risk.
The
post-sale services, goods return and other kinds of product issue are responsibilities of the merchants. Upon successful delivery to
ultimate customers by the merchants, there is no unfulfilled obligation that could affect the marketplace operators’ and merchants’
acceptance of the services provided. The acceptance provisions have lapsed, or the Company has objective evidence that all criteria for
acceptance have been satisfied.
The
Company derived services revenues of $1,255,022 and $440,732 for the three months ended June 30, 2024 and 2023,
respectively; and $2,501,586 and $792,401 for the six months ended June 30, 2024 and 2023, respectively, from provision
of certain consultancy services and sourcing and marketing services through the program application (“App”) platform managed
by a related company, Xi’an Chuangyetianxia Network Technology Co., Ltd. (“Xi’an CNT”). Xi’an CNT is substantially
controlled by Zhongchuang Boli (as described in Note 4 to the consolidated financial statements).
Practical
expedients and exemption
The
Company has not incurred any costs to obtain contracts, and does not disclose the value of unsatisfied performance obligations for contracts
with an original expected length of one year or less.
Revenue
by major service line
| |
Three months ended June 30, | | |
Six months ended June 30, | |
| |
2024 | | |
2023 | | |
2024 | | |
2023 | |
| |
| | |
| | |
| | |
| |
Consultancy services | |
$ | 1,264,221 | | |
$ | 1,705,206 | | |
$ | 2,524,274 | | |
$ | 2,876,812 | |
Sourcing and marketing services | |
| - | | |
| 736 | | |
| - | | |
| 6,066 | |
| |
$ | 1,264,221 | | |
$ | 1,705,942 | | |
$ | 2,524,274 | | |
$ | 2,882,878 | |
Revenue
by recognition over time vs point in time
| |
Three months ended June 30, | | |
Six months ended June 30, | |
| |
2024 | | |
2023 | | |
2024 | | |
2023 | |
| |
| | |
| | |
| | |
| |
Revenue recognized at a point in time | |
$ | 1,264,221 | | |
$ | 1,705,942 | | |
$ | 2,524,274 | | |
$ | 2,882,878 | |
Revenue recognized over time | |
| - | | |
| - | | |
| - | | |
| - | |
| |
$ | 1,264,221 | | |
$ | 1,705,942 | | |
$ | 2,524,274 | | |
$ | 2,882,878 | |
Revenue
recorded on a gross vs net basis
| |
Three months ended June 30, | | |
Six months ended June 30, | |
| |
2024 | | |
2023 | | |
2024 | | |
2023 | |
| |
| | |
| | |
| | |
| |
Revenue recorded on a gross basis | |
$ | 1,264,221 | | |
$ | 1,705,206 | | |
$ | 2,524,274 | | |
$ | 2,876,812 | |
Revenue recorded on a net basis | |
| - | | |
| 736 | | |
| - | | |
| 6,066 | |
| |
$ | 1,264,221 | | |
$ | 1,705,942 | | |
$ | 2,524,274 | | |
$ | 2,882,878 | |
Cost
of revenue
Cost
of revenues consists primarily of employee compensation which are directly attributable to the revenues.
Employee
benefits
Full
time employees of the Company in the PRC participate in a government mandated defined contribution plan, pursuant to which certain pension
benefits, medical care, employee housing fund and other welfare benefits are provided to the employees. Chinese labor regulations require
that the PRC subsidiary of the Company make contributions to the government for these benefits based on certain percentages of the employees’
salaries, up to a maximum amount specified by the local government. The Company has no legal obligation for the benefits beyond the contributions
made. Total amounts of such employee benefit expenses, which were expensed as incurred, were approximately $18,918 and $29,904 for
the three months ended June 30, 2024 and 2023, respectively; and $40,090 and $46,148 for the six months ended June 30, 2024
and 2023, respectively.
Foreign
Currency Transaction and Translation
The
reporting currency of the Company is the United States dollar (“US dollar”). The financial records of the Company’s
PRC operating subsidiaries are maintained in their local currency, the Renminbi (“RMB”), which is the functional currency.
The financial records of the Company’s Hong Kong operating subsidiary are maintained in its local currency, the Hong Kong Dollar
(“HKD”), which is the functional currency. Assets and liabilities of the subsidiaries are translated into the reporting currency
at the exchange rates at the balance sheet date, equity accounts are translated at historical exchange rates, and income and expense
items are translated using the average rate for the period. The translation adjustments are recorded in accumulated other comprehensive
loss under shareholders’ equity.
Monetary
assets and liabilities denominated in currencies other than the applicable functional currencies are translated into the functional currencies
at the prevailing rates of exchange at the balance sheet date. Nonmonetary assets and liabilities are remeasured into the applicable
functional currencies at historical exchange rates. Transactions in currencies other than the applicable functional currencies during
the period are converted into the functional currencies at the applicable rates of exchange prevailing at the transaction dates. Transaction
gains and losses are recognized in the condensed consolidated statements of operations.
RMB
is not a fully convertible currency. All foreign exchange transactions involving RMB must take place either through the People’s
Bank of China (the “PBOC”) or other institutions authorized to buy and sell foreign exchange. The exchange rates adopted
for the foreign exchange transactions are the rates of exchange quoted by the PBOC, which are determined largely by supply and demand.
Translation of amounts from RMB into US dollars has been made at the following exchange rates for the respective periods:
Six months ended June 30, 2024 |
|
|
|
Balance sheet, except for equity accounts |
|
RMB 7.2673 to US$1.00 |
|
Income statement and cash flows |
|
RMB 7.2007 to US$1.00 |
|
|
|
|
|
Six months ended June 30, 2023 |
|
|
|
Balance sheet, except for equity accounts |
|
RMB 7.2335 to US$1.00 |
|
Income statement and cash flows |
|
RMB 6.9263 to US$1.00 |
|
During
the periods presented, HKD is pegged to the U.S. dollar within a narrow range which is around HKD 7.8 to USD 1.00 for both periods.
Income
Taxes
Income
taxes are accounted for using an asset and liability approach which requires the recognition of income taxes payable or refundable for
the current period and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in the
Company’s financial statements or tax returns. Deferred income taxes are determined based on the differences between the accounting
basis and the tax basis of assets and liabilities and are measured using the currently enacted tax rates and laws. Deferred tax assets
are reduced by a valuation allowance, if based on available evidence, it is considered that it is more likely than not that some portion
of or all of the deferred tax assets will not be realized. In making such determination, the Company considers factors including future
reversals of existing taxable temporary differences, future profitability, and tax planning strategies. If events were to occur in the
future that would allow the Company to realize more of its deferred tax assets than the presently recorded net amount, an adjustment
would be made to the deferred tax assets that would increase income for the period when those events occurred. If events were to occur
in the future that would require the Company to realize less of its deferred tax assets than the presently recorded net amount, an adjustment
would be made to the valuation allowance against deferred tax assets that would decrease income for the period when those events occurred.
Significant management judgment is required in determining income tax expense and deferred tax assets and liabilities.
The
Company conducts business in the US, the PRC and Hong Kong and is subject to tax in these jurisdictions. As a result of its business
activities, the Company will file tax returns that are subject to examination by the respective tax authorities.
Uncertain
Tax Positions
Management
reviews regularly the adequacy of the provisions for taxes as they relate to the Company’s income and transactions. In order to
assess uncertain tax positions, the Company applies a more likely than not threshold and a two-step approach for tax position measurement
and financial statement recognition. For the two-step approach, the first step is to evaluate the tax position for recognition by determining
if the weight of available evidence indicates that it is more likely than not that the position will be sustained, including resolution
of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more
than 50% likely to be realized upon settlement. In subsequent periods, any interest and penalties related to uncertain tax positions
will be recognized as a component of income tax expense. As of June 30, 2024 and December 31, 2023, the Company had not recorded any
liability for uncertain tax positions.
Net
income per Share of Common Stock
The
Company has adopted ASC Topic 260, “Earnings per Share,” (“EPS”) which requires presentation of basic EPS on
the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and
denominator of the basic EPS computation. In the accompanying financial statements, basic earnings per share is computed by dividing
net income by the weighted average number of shares of common stock outstanding during the period.
| |
Three months ended June 30, | | |
Six months ended June 30, | |
| |
2024 | | |
2023 | | |
2024 | | |
2023 | |
| |
| | |
| | |
| | |
| |
Net income | |
$ | 348,467 | | |
$ | 690,447 | | |
$ | 721,963 | | |
$ | 1,121,904 | |
| |
| | | |
| | | |
| | | |
| | |
Weighted average number of common stock outstanding | |
| | | |
| | | |
| | | |
| | |
- basic and diluted | |
| 1,701,181,423 | | |
| 1,701,181,423 | | |
| 1,701,181,423 | | |
| 1,701,181,423 | |
| |
| | | |
| | | |
| | | |
| | |
Net income per share | |
| | | |
| | | |
| | | |
| | |
- basic and diluted | |
$ | 0.00 | * | |
$ | 0.00 | * | |
$ | 0.00 | * | |
$ | 0.00 | * |
* | Less than $0.01 per share |
The
calculation of basic net income per share of common stock is based on the net income for the three and six months ended June 30, 2024
and 2023 and the weighted average number of ordinary shares outstanding.
For
the three and six months ended June 30, 2024 and 2023, the Company has no potentially dilutive securities, such as options or warrants,
currently issued and outstanding.
Segments
The
Company uses the “management approach” in determining reportable operating segments. The management approach considers the
internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions and assessing
performance as the source for determining the Company’s reportable segments. Management, including the chief operating decision
maker, reviews operating results solely by monthly revenue of marketing consultation services and operating results of the Company and,
as such, the Company has determined that the Company has one operating segment (provision of consulting, sourcing and marketing services,
and digital training related services in China) as defined by ASC Topic 280 “Segment Reporting”.
Fair
Value of Financial Instruments
ASC
Topic 820, Fair Value Measurement and Disclosures, defines fair value as the exchange price that would be received for an asset
or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly
transaction between market participants on the measurement date. This topic also establishes a fair value hierarchy, which requires classification
based on observable and unobservable inputs when measuring fair value. Certain current assets and current liabilities are financial instruments.
Management believes their carrying amounts are a reasonable estimate of fair value because of the short period of time between the origination
of such instruments and their expected realization and, if applicable, their current interest rates are equivalent to interest rates
currently available. The three levels of valuation hierarchy are defined as follows:
|
● |
Level
1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. |
|
● |
Level
2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that
are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. |
|
● |
Level
3 inputs to the valuation methodology are unobservable and significant to the fair value measurement. |
Valuation
of debt products depends upon a number of factors, including prevailing interest rates for like securities, expected volatility in future
interest rates, and other relevant terms of the debt. Other factors that may be considered include the borrower’s ability to adequately
service its debt, the fair market value of the borrower in relation to the face amount of its outstanding debt and the quality of collateral
securing the Company’s debt investments. The fair value of these debt products classified as Level 2 are established by reference
to the prices quoted by respective fund administrators.
The
carrying amounts of financial assets and liabilities, such as cash and cash equivalents, accounts receivable, other receivables, accounts
payable and other payables, amounts due to a director and a shareholder and borrowings approximate their fair values because of the short
maturity of these instruments or the rate of interest of these instruments approximate the market rate of interest.
Comprehensive
Income
Comprehensive
income is defined as the change in equity of a company during a period from transactions and other events and circumstances excluding
transactions resulting from investments from owners and distributions to owners. Accumulated other comprehensive income includes cumulative
foreign currency translation adjustment.
NOTE
3 – PLANT AND EQUIPMENT
Plant
and equipment as of June 30, 2024 and December 31, 2023 are summarized below:
| |
June 30, 2024 | | |
December 31, 2023 | |
Motor vehicle | |
$ | 350,475 | | |
$ | 359,818 | |
Office equipment | |
| 7,471 | | |
| 11,061 | |
| |
| 357,946 | | |
| 370,879 | |
Less: Accumulated depreciation | |
| (285,622 | ) | |
| (263,865 | ) |
Plant and equipment, net | |
$ | 72,324 | | |
$ | 107,014 | |
Depreciation
expenses, classified as operating expenses, were $7,758 and $19,978 for the three months ended June 30, 2024 and 2023, respectively;
and $29,690 and $40,298 for the six months ended June 30, 2024 and 2023, respectively.
NOTE
4 – RELATED PARTY TRANSACTIONS
The
following is the list of the related parties with which the Company had transactions for the three and six months ended June 30, 2024
and 2023:
|
(a) |
Zhongchuang
Boli Technology Co., Ltd. (“Zhongchuang Boli”) – a company incorporated in the Gansu, PRC. Zhongchuang Boli is
wholly owned by a relative of the Company’s CEO, Mr. Guolin Tao. |
Related
party transaction
| |
Three months ended June 30, | | |
Six months ended June 30, | |
| |
2024 | | |
2023 | | |
2024 | | |
2023 | |
Sundry income | |
| | |
| | |
| | |
| |
Zhongchuang Boli | |
$ | 1,954 | | |
$ | 2,043 | | |
$ | 3,930 | | |
$ | 4,086 | |
Sundry
income was charged at fees agreed by both parties in accordance with a trademark licensing agreement.
Related
party balances
| |
June 30, 2024 | | |
December 31, 2023 | |
Amount due to a director | |
| | |
| |
- Mr. Guolin Tao | |
$ | 3,508 | | |
$ | 3,508 | |
The
amount due to director as of June 30, 2024 and December 31, 2023 are unsecured, non-interest bearing and repayable on demand.
NOTE
5 – ACCOUNTS RECEIVABLE, NET
Accounts
receivable as of June 30, 2024 and December 31, 2023:
| |
June 30, 2024 | | |
December 31, 2023 | |
Account receivables | |
$ | 404,523 | | |
$ | 632,541 | |
Less: Allowance for doubtful accounts | |
| - | | |
| - | |
| |
$ | 404,523 | | |
$ | 632,541 | |
NOTE
6 – OTHER RECEIVABLES AND PREPAYMENTS
Other
receivables and prepayments consisted of the following as of June 30, 2024 and December 31, 2023:
| |
June 30, 2024 | | |
December 31, 2023 | |
Deposits and other receivables | |
$ | 26,516 | | |
$ | 16,186 | |
Prepayments | |
| 30,066 | | |
| 55,061 | |
| |
$ | 56,582 | | |
$ | 71,247 | |
NOTE
7 – OTHER PAYABLES AND ACCRUED LIABILITIES
Other
payables and accrued liabilities and consisted of the following as of June 30, 2024 and December 31, 2023:
| |
June 30, 2024 | | |
December 31, 2023 | |
Other payables | |
$ | 48,013 | | |
$ | 61,503 | |
Salary payable | |
| 95,520 | | |
| 107,755 | |
Accrued audit fees | |
| 50,000 | | |
| 195,000 | |
Value-added tax and other taxes payables | |
| 38,198 | | |
| 62,068 | |
Other accrued expenses | |
| 6,300 | | |
| 52,000 | |
| |
$ | 238,031 | | |
$ | 478,326 | |
NOTE
8 – STATUTORY RESERVES
As
stipulated by the relevant laws and regulations in the PRC, company established in the PRC (the “PRC subsidiary”) is required
to maintain a statutory reserve made out of profit for the year based on the PRC subsidiary’ statutory financial statements which
are prepared in accordance with the accounting principles generally accepted in the PRC. The amount and allocation basis are decided
by the director of the PRC subsidiary annually and is not to be less than 10% of the profit for the year of the PRC subsidiary. The aggregate
amount allocated to the reserves will be limited to 50% of registered capital for certain subsidiaries. Statutory reserve can be used
for expanding the capital base of the PRC subsidiary by means of capitalization issue.
In
addition, as a result of the relevant PRC laws and regulations which impose restriction on distribution or transfer of assets out of
the PRC statutory reserve, $65,911 representing the PRC statutory reserve of the subsidiary as of June 30, 2024 and December 31, 2023,
are also considered under restriction for distribution.
No
additional statutory reserves is recorded in June 30, 2024 because the aggregate amount of profits allocated to the reserves has reached
50% of registered capital of the PRC subsidiary.
NOTE
9 – INCOME TAXES
Income
is subject to tax in the various countries in which the Company operates.
The
Company mainly conducts its operating business through its subsidiaries in China, including Hong Kong.
The
subsidiary incorporated in Hong Kong is subject to Hong Kong taxation on income derived from their activities conducted in Hong Kong.
Hong Kong Profits Tax has been calculated at 16.5% of the estimated assessable profit for the three and six months ended June 30, 2024
and 2023.
The
subsidiary incorporated in mainland China is governed by the Income Tax Law of the PRC concerning foreign invested enterprises and foreign
enterprises and various local income tax laws (the Income Tax Laws), and are subject to 25% tax rate throughout the periods presented.
Under
the PRC EIT law, withholding income tax, normally at a rate of 10%, is imposed on dividend paid by PRC entities out of its profits earned
since January 1, 2008 to its overseas investors (including Hong Kong investors). Deferred taxation on the undistributed profits
of the PRC subsidiaries has been provided in the condensed consolidated financial statements to the extent that in the opinion of the
directors such profits will be distributed in the foreseeable future. Total undistributed profits of the Company’s PRC subsidiary
at June 30, 2024 and December 31, 2023 were $3,266,719 and $2,002,008, respectively. At June 30, 2024 and December 31, 2023, the Company
recognized deferred tax liabilities of $326,672 and $200,201, respectively, in respect of the undistributed profits.
Income
tax expense consists of the following:
| |
Three months ended June 30, | | |
Six months ended June 30, | |
| |
2024 | | |
2023 | | |
2024 | | |
2023 | |
| |
| | |
| | |
| | |
| |
Current tax: | |
| | |
| | |
| | |
| |
China | |
$ | 223,674 | | |
$ | 358,019 | | |
$ | 439,825 | | |
$ | 573,420 | |
| |
| | | |
| | | |
| | | |
| | |
Deferred tax | |
| | | |
| | | |
| | | |
| | |
Hong Kong | |
| 62,986 | | |
| 98,081 | | |
| 131,500 | | |
| 173,751 | |
China | |
| (305 | ) | |
| (235 | ) | |
| 12,084 | | |
| 967 | |
Total | |
$ | 286,355 | | |
$ | 455,865 | | |
$ | 583,409 | | |
$ | 748,138 | |
The
provision for income taxes consisted of the following:
| |
Three months ended June 30, | | |
Six months ended June 30, | |
| |
2024 | | |
2023 | | |
2024 | | |
2023 | |
Income before income tax | |
$ | 634,822 | | |
$ | 1,146,312 | | |
$ | 1,305,372 | | |
$ | 1,870,042 | |
Statutory income tax rate | |
| 21 | % | |
| 21 | % | |
| 21 | % | |
| 21 | % |
Income tax credit computed at statutory income rate | |
| 133,313 | | |
| 240,727 | | |
| 274,128 | | |
| 392,709 | |
Reconciling items: | |
| | | |
| | | |
| | | |
| | |
Non-deductible expenses and change of valuation allowance | |
| 43,207 | | |
| 53,659 | | |
| 89,423 | | |
| 90,827 | |
Tax paid (Over-provision) for prior year | |
| 7,488 | | |
| - | | |
| 7,488 | | |
| (9,452 | ) |
Rate differential in different tax jurisdictions | |
| 39,361 | | |
| 63,398 | | |
| 80,870 | | |
| 100,303 | |
Deferred tax provided on dividends withholding tax of PRC subsidiaries | |
| 62,986 | | |
| 98,081 | | |
| 131,500 | | |
| 173,751 | |
Income tax expense | |
$ | 286,355 | | |
$ | 455,865 | | |
$ | 583,409 | | |
$ | 748,138 | |
The
tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities as of June 30,
2024 and December 31, 2023 are presented below:
| |
June 30, 2024 | | |
December 31, 2023 | |
Deferred tax assets: | |
| | |
| |
Accelerated depreciation | |
$ | 3,009 | | |
$ | 3,840 | |
Deductible temporarily difference arising from other payable | |
| 11,898 | | |
| 12,215 | |
Less: Net off with deferred tax liabilities for financial reporting purposes | |
| (14,907 | ) | |
| (16,055 | ) |
Net total deferred tax assets | |
$ | - | | |
$ | - | |
| |
| | | |
| | |
Deferred tax liabilities: | |
| | | |
| | |
Undistributed profits of a PRC subsidiary | |
$ | 326,672 | | |
$ | 200,201 | |
Taxable temporarily difference arising from account receivables | |
| 11,242 | | |
| - | |
Less: Net off with deferred tax assets for financial reporting purposes | |
| (14,907 | ) | |
| (16,055 | ) |
Net total deferred tax liabilities | |
$ | 323,007 | | |
$ | 184,146 | |
NOTE
10 – LEASE
On
June 10, 2021, the Company entered into a lease agreement for office space in Xian, the PRC with a non-cancellable lease term, commencing
on July 16, 2021 and expiring on July 15, 2024. The monthly rental payment is approximately $4,534 (RMB32,951) per month.
On June 12, 2024, the Company renewed this lease agreement with a non-cancellable lease term, commencing on July 16, 2024 and expiring
on July 15, 2027. The monthly rental payment is approximately $4,177 (RMB30,358) per month.
Operating
lease expense for the three and six months ended June 30, 2024 and 2023 were as follows:
| |
Three months ended June 30, | | |
Six months ended June 30, | |
| |
2024 | | |
2023 | | |
2024 | | |
2023 | |
| |
| | |
| | |
| | |
| |
Operating lease cost – straight line | |
| 13,650 | | |
| 14,098 | | |
| 27,457 | | |
| 28,545 | |
Total lease expense | |
$ | 13,650 | | |
$ | 14,098 | | |
$ | 27,457 | | |
$ | 28,545 | |
The
following is a schedule, by years, of maturities of lease liabilities as of June 30, 2024:
| |
Operating leases | |
| |
| |
Remainder of 2024 | |
$ | 25,064 | |
2025 | |
| 50,127 | |
2026 | |
| 50,127 | |
2027 | |
| 25,064 | |
Thereafter | |
| - | |
Total undiscounted cash flows | |
| 150,382 | |
Less: imputed interest | |
| (6,894 | ) |
Present value of lease liabilities | |
$ | 143,488 | |
Lease
term and discount rate
| | June 30, 2024 | |
Weighted-average remaining lease term - year | | | 3.0 | |
Weighted-average discount rate (%) | | | 3.45 | % |
Supplemental
cash flow information related to lease where the Company was the lessee for the three and six months ended June 30, 2024 and 2023 was
as follows:
| |
Six months ended June 30, | |
| |
2024 | | |
2023 | |
Operating cash outflows from operating lease | |
$ | 27,457 | | |
$ | 28,545 | |
NOTE
11 – CONTINGENCIES AND COMMITMENTS
Contingencies
Certain
conditions may exist as of the date the condensed consolidated financial statements are issued, which may result in a loss to the Company
but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and legal counsel
assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies
related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s
legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount
of relief sought or expected to be sought. There was no contingency of this type as of June 30, 2024 and December 31, 2023.
If
the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability
can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates
that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the
nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material would be disclosed.
There was no contingency of this type as of June 30, 2024 and December 31, 2023.
Loss
contingencies considered to be remote by management are generally not disclosed unless they involve guarantees, in which case the guarantee
would be disclosed.
NOTE
12 – CERTAIN RISKS AND CONCENTRATIONS
(a) Concentrations
The
Company had net revenue from the following customers that individually comprised 10% or more of net revenue for the three and six months
ended June 30, 2024 and 2023:
| |
Three months ended June 30, | |
| |
2024 | | |
2023 | |
Customer A | |
$ | 773,017 | | |
| 61 | % | |
$ | 1,250,773 | | |
| 73 | % |
|
|
Six
months ended June 30, |
|
|
|
2024 |
|
|
2023 |
|
Customer
A |
|
$ |
1,681,055 |
|
|
|
67 |
% |
|
$ |
2,063,279 |
|
|
|
72 |
% |
The
Company had accounts receivable from the following customers that individually comprised 10% or more of net accounts receivable as of
June 30, 2024 and December 31, 2023:
| |
June 30, 2024 | | |
December 31, 2023 | |
Customer A (note i) | |
$ | 257,533 | | |
| 64 | % | |
$ | 513,083 | | |
| 76 | % |
For
the three and six months ended June 30, 2024 and 2023, the Company derived services revenues of $1,255,022 and $440,732 for
the three months ended June 30, 2024 and 2023, respectively; and $2,501,586 and $792,401 for the six months ended
June 30, 2024 and 2023, respectively, through the APP platform managed by Xian CNT, represented 99%, 26%, 99% and 27% of our total revenue.
Xi’an CNT is substantially controlled by Zhongchuang Boli (as described in Note 4 to the condensed consolidated financial statements).
The
Company had cost of revenue from the following service vendor that individually comprised 10% or more of cost of revenue for the three
and six months ended June 30, 2024 and 2023:
| |
Three months ended June 30, | |
| |
2024 | | |
2023 | |
Service vendor A | |
$ | 40,449 | | |
| 24 | % | |
$ | - | |
| |
Six months ended June 30, | |
| |
2024 | | |
2023 | |
Service vendor A | |
$ | 40,449 | | |
| 12 | % | |
$ | - | |
There
was no service vendor that individually comprised 10% or more of accounts payable as of June 30, 2024 and December 31, 2023.
Financial
instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents.
As
of June 30, 2024 and December 31, 2023, $10,029,766 and $9,324,115 of the Company’s cash and cash equivalents, respectively were
held at financial institutions and online payment platforms located in the PRC and Hong Kong that management believes to be of high credit
quality. The Company has not experienced any losses on cash and cash equivalents to date.
As
at June 30, 2024, the Company held cash of $3,284,710 deposited in financial institutions located in Mainland China, and each bank account
is insured by the government authority with the maximum limit of RMB500,000 (equivalent to $68,801). The Company also held cash of $6,742,292
deposited in financial institutions located in Hong Kong, and each bank account is insured by the government authority with the maximum
limit of HKD500,000 (equivalent to $64,028). In addition, the Company held cash of $2,764 in accounts managed by online payment platforms
such as Alipay which is not insured by Federal Deposit Insurance Corporation or other insurance. To limit exposure to credit risk relating
to deposits held in bank accounts in Mainland China and Hong Kong excess the government insured limits, the Company primarily place cash
and cash equivalent deposits with large financial institutions, which management believes are of high credit quality and the Company
also continually monitors their credit worthiness.
The
Company operates principally in the PRC and grants credit to its customers in this geographic region. Although the PRC is economically
stable, it is always possible that unanticipated events in foreign countries could disrupt the Company’s operations.
NOTE
13 – SUBSEQUENT EVENTS
The
Company has evaluated the existence of events and transactions subsequent to the balance sheet date through the date the unaudited condensed
consolidated financial statements were issued and has determined that there were no significant subsequent events or transactions which
would require recognition or disclosure in the financial statements.
ITEM 2 – MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Overview
EUBG is a holding company
for its operating subsidiaries that provide marketing consultancy services and e-commerce business in China. While substantially all of
our operations are located in China, we currently do not, and we do not plan to use variable interest entities to execute our business
plan or to conduct our China-based operations. However, because our operations are in China and our major shareholders are located in
China, there is always a risk that the Chinese government may exert certain supervision over the operations of any company with any level
of operations in China, including its ability to offer securities to investors, list its securities on a U.S. or other foreign exchange,
conduct its business or accept foreign investment. If any or all of the foregoing were to occur, it could, in turn, result in a material
change in the Company’s operations and/or the value of its common stock and/or significantly limit or completely hinder its ability
to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.
Segment and Related
Information
We operate as a single
reportable segment “provision of consulting, sourcing and marketing services in China”.
Results of Operations
and Financial Condition
Results of Operations
for the three months ended June 30, 2024 as compared to the three months ended June 30, 2023
The following table represents
our unaudited condensed consolidated statement of operations for the three months ended June 30, 2024 and 2023.
| |
Three Months Ended June 30, | |
| |
2024 | | |
2023 | |
| |
$ | | |
% of Revenues | | |
$ | | |
% of Revenues | |
| |
| | |
| | |
| | |
| |
Revenues | |
$ | 1,264,221 | | |
| 100 | % | |
$ | 1,705,942 | | |
| 100 | % |
Cost of revenue | |
| (169,757 | ) | |
| (13 | )% | |
| (108,581 | ) | |
| (6 | )% |
Gross profit | |
| 1,094,464 | | |
| 87 | % | |
| 1,597,361 | | |
| 94 | % |
Selling Expenses: | |
| (27,762 | ) | |
| (2 | )% | |
| (5,279 | ) | |
| 0 | % |
General and administrative expenses | |
| (427,775 | ) | |
| (34 | )% | |
| (390,294 | ) | |
| (23 | )% |
Total other (expense) income, net | |
| (4,105 | ) | |
| 0 | % | |
| (55,476 | ) | |
| (3 | )% |
Income before income tax | |
| 634,822 | | |
| 50 | % | |
| 1,146,312 | | |
| 67 | % |
Income tax expense | |
| (286,355 | ) | |
| (23 | )% | |
| (455,865 | ) | |
| (27 | )% |
Net income | |
$ | 348,467 | | |
| 28 | % | |
$ | 690,447 | | |
| 40 | % |
Revenue and cost of
revenue
During the three months
ended June 30, 2024, we generated revenue of $1,264,221, which represents a decrease of $441,721 or 25.9% as compared to the same period
in the prior year. The decrease was mainly attributed to our consultation services in connection with a client engaged in live streaming
business which dropped by $440,985 in the current period.
Cost of revenue for the
three months ended June 30, 2024 was $169,757, which represented an increase of $61,176 or 56.3% as compared to the same period in the
prior year. The increase in cost of revenue is mainly due to the introduction of a new service provider.
Profit margin for the
three months ended June 30, 2024 was 86.6%, which represents a decrease of 7.1% as compared to the same period in the prior year. It indicates
that the additional consultancy costs and labor costs involved in the cost of revenue outweighed the slight increase in revenue, resulting
in a lower profit margin.
As a result of the above,
the gross profit was $1,094,464 for the three months ended June 30, 2024, which represented a decrease of $502,897 or 31.5% as compared
to the same period in the prior year.
Selling expenses
During the three months
ended June 30, 2024, we incurred $27,762 selling expenses, which represented an increase of $22,483 or 425.9% as compared to the same
period in the prior year. The increase in selling expenses was mainly due to additional marketing costs incurred in selling activities
during the current period.
General and administrative expenses
During the three months
ended June 30, 2024, we incurred $427,775 general and administrative expenses, which represented an increase of $37,481 or 9.6% as compared
to the same period in the prior year. Our general and administrative expenses consisted mainly of audit fees, professional fees, payroll
expenses and consultancy fees.
Total other (expenses) income, net
During the three months
ended June 30, 2024, we recorded net other expenses of $4,105, which represented a difference of $51,371 or 92.6% as compared to the same
period in the prior year. Our net other income mainly consisted of bank interest income, exchange rate differences and sundry income.
The difference is primarily attributed to the unrealized exchange loss recorded as a result of the depreciation of the RMB against the
HKD.
Income tax expense
During the three months
ended June 30, 2024, we incurred income tax expense of $286,355, which represented a decrease of $169,510 or 37.2% as compared to the
same period in the prior year. The income tax expenses consisted of the Enterprise Income Tax charged in China and the withholding tax
incurred in Hong Kong.
For the three months
ended June 30, 2024, our income tax expenses comprised of current tax expenses and deferred tax expenses of $223,674 and $62,681, respectively,
compared to current tax expenses and deferred tax expenses of $358,019 and $97,846 for the same period in the prior year.
Net income
As a result of the above,
we generated a net income of $348,467 and $690,447 for the three months ended June 30, 2024 and 2023, respectively.
Results of Operations
for the six months ended June 30, 2024 as compared to the six months ended June 30, 2023
The following table represents
our unaudited condensed consolidated statement of operations for the six months ended June 30, 2024 and 2023.
| |
Six Months Ended June 30, | |
| |
2024 | | |
2023 | |
| |
$ | | |
% of Revenues | | |
$ | | |
% of Revenues | |
| |
| | |
| | |
| | |
| |
Revenues | |
$ | 2,524,274 | | |
| 100 | % | |
$ | 2,882,878 | | |
| 100 | % |
Cost of revenue | |
| (331,138 | ) | |
| (13 | )% | |
| (223,135 | ) | |
| (8 | )% |
Gross profit | |
| 2,193,136 | | |
| 87 | % | |
| 2,659,743 | | |
| 92 | % |
Selling Expenses: | |
| (30,068 | ) | |
| (1 | )% | |
| (6,718 | ) | |
| 0 | % |
General and administrative expenses | |
| (847,958 | ) | |
| (34 | )% | |
| (813,796 | ) | |
| (28 | )% |
Total other (expense) income, net | |
| (9,738 | ) | |
| 0 | % | |
| 30,813 | | |
| 1 | % |
Income before income tax | |
| 1,305,372 | | |
| 52 | % | |
| 1,870,042 | | |
| 65 | % |
Income tax expense | |
| (583,409 | ) | |
| (23 | )% | |
| (748,138 | ) | |
| (26 | )% |
Net income | |
$ | 721,963 | | |
| 29 | % | |
$ | 1,121,904 | | |
| 39 | % |
Revenue and cost of
revenue
During the six months
ended June 30, 2024, we generated revenue of $2,524,274, which represents a decrease of $358,604 or 12.4% as compared to the same period
in the prior year. The decrease was mainly attributed to our consultation services in connection with a client engaged in live streaming
business which dropped by $352,538 in the current period.
Cost of revenue for the
six months ended June 30, 2024 was $331,138, which represented an increase of $108,003 or 48.4% as compared to the same period in the
prior year. The increase in cost of revenue is mainly due to the introduction of a new service provider and the salary adjustments for
certain employees.
Profit margin for the
six months ended June 30, 2024 was 86.9%, which represents a decrease of 5.4% as compared to the same period in the prior year. It indicates
that the additional consultancy costs and labor costs involved in the cost of revenue outweighed the slight increase in revenue, resulting
in a lower profit margin.
As a result of the above,
the gross profit was $2,193,136 for the six months ended June 30, 2024, which represented a decrease of $466,607 or 17.5% as compared to
the same period in the prior year.
Selling expenses
During the six months
ended June 30, 2024, we incurred $30,068 selling expenses, which represented an increase of $23,350 or 347.6% as compared to the same
period in the prior year. The increase in selling expenses was mainly due to additional marketing costs incurred in selling activities
during the current period.
General and administrative expenses
During the six months
ended June 30, 2024, we incurred $847,958 general and administrative expenses, which represented a slight increase of $34,162 or 4.2%
as compared to the same period in the prior year. Our general and administrative expenses consisted mainly of audit fees, professional
fees, payroll expenses and consultancy fees.
Total other (expenses) income, net
During the six months
ended June 30, 2024, we recorded net other expenses of $9,738, which represented a difference of $40,551 or 131.6% as compared to the
same period in the prior year. Our net other income mainly consisted of bank interest income, exchange rate differences and sundry income.
The significant difference is primarily attributed to certain sundry income recorded in the last year that did not recur in the current
period and the unrealized exchange loss recorded as a result of the depreciation of the RMB against the HKD.
Income tax expense
During the six months
ended June 30, 2024, we incurred income tax expense of $583,409, which represented a decrease of $164,729 or 22.0% as compared to the
same period in the prior year. The income tax expenses consisted of the Enterprise Income Tax charged in China and the withholding tax
incurred in Hong Kong.
For the six months ended
June 30, 2024, our income tax expenses comprised of current tax expenses and deferred tax expenses of $439,825 and $143,584, respectively,
compared to current tax expenses and deferred tax expenses of $573,420 and $174,718 for the same period in the prior year.
Net income
As a result of the above,
we generated a net income of $721,963 and $1,121,904 for the six months ended June 30, 2024 and 2023, respectively.
Liquidity and Capital
Resources
Working Capital
| |
June 30, 2024 | | |
December 31, 2023 | |
Cash and cash equivalents | |
$ | 10,029,766 | | |
$ | 9,324,115 | |
Total current assets | |
| 10,490,871 | | |
| 10,027,903 | |
Total assets | |
| 10,706,683 | | |
| 10,162,565 | |
Total liabilities | |
| 923,457 | | |
| 1,031,362 | |
Retained earnings | |
| 3,051,537 | | |
| 2,329,574 | |
Total equity | |
$ | 9,783,226 | | |
$ | 9,131,203 | |
Cash flow
The following table sets
forth a summary of our cash flows for the periods indicated:
| |
Six months ended June 30, | |
| |
2024 | | |
2023 | |
Net cash generated from operating activities | |
$ | 767,728 | | |
$ | 1,119,539 | |
Cash flows used in investing activities | |
| - | | |
| (1,877 | ) |
Cash flows used in financing activities | |
| - | | |
| (164,441 | ) |
Effect of exchange rate changes on cash and cash equivalents | |
| (62,077 | ) | |
| (87,081 | ) |
Cash and cash equivalents, beginning of period | |
| 9,324,115 | | |
| 7,193,591 | |
Cash and cash equivalents, end of period | |
$ | 10,029,766 | | |
$ | 8,059,731 | |
Cash generated from
operating activities
Net cash generated from
operating activities for the six months ended June 30, 2024 was $767,728, which represented a decrease of $351,811 or 31.4% as compared
to the same period in the prior year. The decrease of operating cash flows was mainly resulted from a combination of below operating activities
changes:
Net income was $721,963
for the six months ended June 30, 2024, as compared to $1,121,904 for the six months ended June 30, 2023. The decrease of net income of
$399,941 or 35.6% was primarily due to the decrease in revenue attributed to our consultation services in connection with a client engaged
in live streaming business which dropped by $352,538 in the current period.
Cash inflow of trade
receivables was $213,551 for the six months ended June 30, 2024, as compared to cash outflow of $207,645 for the six months ended June
30, 2023. The changes in cash flow from trade receivables were primarily attributed to the changes in the consultation business. For the
six months ended June 30, 2024, the decrease in the consultation business compared to the previous period end resulted in a lower trade
receivables balance and a cash inflow of $213,551. On the other hand, for the six months ended June 30, 2023, the consultation business
experienced significant growth compared to the previous period end, leading to a higher trade receivables balance and a cash outflow of
$207,645.
Cash outflow of tax payables
was $114,592 for the six months ended June 30, 2024, as compared to cash inflow of $286,498 for the six months ended June 30, 2023. Our
tax payables consist of the Enterprise Income Tax charged in China, which is accrued on a quarterly basis and settled in the subsequent
quarter. The changes in cash flow from tax payables were primarily influenced by the income tax provision and income tax paid during the
period. For the six months ended June 30, 2024, the income tax provision was $439,825 less than the income tax paid of $554,417, leading
to the cash outflow of $114,592. Conversely, for the six months ended June 30, 2023, the income tax provision was $573,420 exceeded the
income tax paid of $286,922, resulting the cash inflow of $286,498.
Cash flows used in
investing activities
No cash movement of investing activities was resulted
for the six months ended June 30, 2024. The cash used in investing activities for the six months ended June 30, 2023 was due to purchase
of property, plant and equipment.
Cash flows used in
financing activities
No cash movement of financing
activities was resulted for the six months ended June 30, 2024. The cash used in financing activities for the six months ended June 30,
2023 was due to repayment to a director for the amount advanced by a director.
Future Capital Requirements
We believe that our ability
to generate cash from operations are adequate to fund working capital, capital spending and other cash needs for at least the next 12
months. Our ability to generate adequate cash from operations in the future, however, will depend on, among other things, our ability
to successfully implement our business strategies while continuing to tightly control our expenses, and to manage the impact of changes
to the PRC regulatory environment. We can give no assurance that we will be able to successfully implement those strategies and cost control
initiatives, or successfully adjust to any changes to PRC laws and regulations impacting our business. In addition, changes in our operating
plans, lower than anticipated sales, increased expenses, interest rate increases, acquisitions or other events may cause us to seek additional
debt or equity financing in future periods. We can give no assurance that financing will be available on acceptable terms or at all. Additional
equity financing could be dilutive to holders of the Company’s common stock; debt financing, if available, could impose additional
cash payment obligations and additional covenants and operating restrictions.
Contractual Obligations
We had the following
contractual obligations and commercial commitments as of June 30, 2024:
Contractual Obligations | |
Total | | |
Less than 1 year | | |
1-3 years | | |
3-5 years | | |
More than 5 years | |
Lease | |
| 150,382 | | |
| 50,127 | | |
| 100,255 | | |
| - | | |
| - | |
TOTAL | |
$ | 150,382 | | |
$ | 50,127 | | |
$ | 100,255 | | |
$ | - | | |
$ | - | |
Off-Balance Sheet
Arrangements
As of June 30, 2024 and
December 31, 2023, we did not have any off-balance sheet arrangements as defined in Item 303(a) (4) (ii) of Regulation S-K promulgated
under the Securities Act of 1934.
ITEM 3 - QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is a smaller
reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this item.
ITEM 4 - CONTROLS
AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this Report,
we conducted an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer,
of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the 1934 Act). Based on this
evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2024, our disclosure controls and procedures
are not effective to ensure that information required to be disclosed by us in reports that we file or submit under the 1934 Act is recorded,
processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms.
The Company determined that there were control
deficiencies that constituted material weaknesses, as described below as of June 30, 2024.
|
1. |
We did not maintain appropriate cash controls – We had not maintained sufficient internal controls over financial reporting for the cash process, including failure to segregate cash handling and accounting functions, and did not require dual signature on our bank accounts. However, the effects of poor cash controls were mitigated in part by the fact that we had introduced certain cash management policies. |
|
2. |
We did not implement appropriate information technology controls – We were retaining copies of all financial data and material agreements; however there is no formal procedure or evidence of normal backup of our data or off-site storage of the data in the event of theft, misplacement, or loss due to unmitigated factors. |
|
3. |
We currently lack sufficient accounting personnel with the appropriate level of knowledge, experience and training in U.S. GAAP and SEC reporting requirements. |
|
4. |
We do not have adequate written policies and procedures – Due to lack of adequate written policies and procedures for accounting and financial reporting, we did not establish a formal process to close our books monthly and account for all transactions in a timely manner. |
Accordingly, we concluded that these control deficiencies
resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented
or detected on a timely basis by our internal controls.
Due to our small size and the early stage of our
business, segregation of duties may not always be possible and may not be economically feasible. We have limited capital resources and
have given priority in the use of those resources to our business development efforts. As a result, we have not been able to take steps
to improve our internal controls over financial reporting during the quarter ended June 30, 2024. However, we continue to evaluate the
effectiveness of internal controls and procedures on an ongoing basis. Once our operations grow and become more complex, our Board of
Directors will take steps to remediate these material weaknesses as soon as practicable:
|
1. |
We plan to formalize and provide training, on certain policies, including cash control. |
|
2. |
We plan, as funding permits, to engage a third party consultant to help evaluate and improve the design of appropriate information technology controls. |
|
3. |
We plan, as funding permits, to appoint additional personnel with U.S. GAAP and SEC reporting experience to assist with the preparation of our financial reporting. |
|
4. |
Prepare written policies and procedures for accounting and financial reporting to establish a formal process to close our books monthly on an accrual basis and account for all transactions, including equity and debt transactions, in a timely manner. |
Despite the material weaknesses and deficiencies
reported above, our management believes that our financial statements included in this report fairly present in all material respects
our financial condition, results of operations and cash flows for the periods presented and that this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period covered by this report.
Changes in Internal Control over Financial
Reporting
Other than as described
above, there have been no changes in the internal controls over financial reporting during the most recently completed quarter ended June
30, 2024, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
From time to time, we may become involved in various
lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties
and an adverse result in these or other matters may arise from time to time that may harm our business. To the best knowledge of management,
there are no material legal proceedings pending against the Company.
ITEM 1A - RISK FACTORS
An investment in our
common stock involves a high degree of risk. You should carefully consider the risks set forth in the section captioned “Risk Factors”
in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on March 28, 2024, before making an
investment decision. If any of the risks actually occur, our business, financial condition or results of operations could suffer. In that
case, the trading price of our common stock could decline, and you may lose all or part of your investment. You should read the section
captioned “Special Note Regarding Forward Looking Statements” above for a discussion of what types of statements are forward-looking
statements, as well as the significance of such statements in the context of this report.
ITEM 2 - UNREGISTERED
SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None
ITEM 3 - DEFAULTS
UPON SENIOR SECURITIES
None.
ITEM 4 - MINE SAFETY
DISCLOSURES
Not applicable.
ITEM 5 - OTHER INFORMATION
None.
ITEM 6 - EXHIBITS
The following exhibits
are filed as part of this Report.
* | These
certifications are not deemed filed by the SEC and are not to be incorporated by reference in any filing we make under the Securities
Act of 1933 or the Securities Exchange Act of 1934, irrespective of any general incorporation language in any filings. |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
|
Entrepreneur Universe Bright Group |
|
|
|
Date: August 12, 2024 |
By: |
/s/ Guolin Tao |
|
|
Guolin Tao |
|
|
Chief Executive Officer
and Chief Financial Officer |
|
|
(Principal Executive Officer and
Principal Financial Officer) |
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In connection with the Quarterly Report of Entrepreneur Universe Bright
Group (the “Company”) on Form 10-Q for the quarter ended June 30, 2024, as filed with the Securities and Exchange Commission
on the date hereof (the “Report”), the undersigned, in the capacities and on the date indicated below, hereby certifies,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge: