U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934
ECO BRIGHT FUTURE INC.
(Exact name of registrant as specified in its charter)
| Wyoming |
|
87-2595314 |
| (State or other jurisdiction of |
|
(I.R.S. Employer |
| incorporation or organization) |
|
Identification No.) |
World Trade Center El Salvador
Calle El Mirador, 87 Ave Norte
San Salvador El Salvador 00000
Registrant’s Principal Office
Registrant’s telephone number, including area code: (727-692-3348)
Securities to be registered under Section 12(b) of the Act:
None
Securities to be registered under Section 12(g) of the Exchange
Act: Common Stock, $0.001 per share
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. ☐
EXPLANATORY NOTE
We are filing this General Form for Registration of Securities
on Form 10 to register our common stock, par value $0.001 per share (the “Common Stock”), pursuant to Section 12(g) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Once this registration statement is deemed effective, we will
be subject to the requirements of Regulation 13A under the Exchange Act, which will require us to file annual reports on Form 10-K, quarterly
reports on Form 10-Q, and current reports on Form 8-K. We will be required to comply with all other obligations of the Exchange Act applicable
to issuers filing registration statements pursuant to Section 12(g) of the Exchange Act.
Unless otherwise noted, references in this registration statement
to the “Company,” “Eco Bright,” “we,” “our,” or “us” means Eco Bright Future,
Inc. Our principal place of business is located at World Trade Center El Salvador Calle El Mirador, 87 Ave Norte, San Salvador El
Salvador 00000, and our telephone number is (727)-692-3348.
Eco Bright Future, Inc is a Wyoming corporation and was originally
incorporated in Wyoming in August 2021 with the Wyoming Secretary of State.
We plan to optimize blockchain technology and tokenize Real
World Assets (RWA) using our unique blockchain ecosystem. Tokenization of Real World Assets and smart contract implantation on the blockchain
will be the primary focuses of the Company. We do not now nor do we ever intend to be a mining company to mine crypto currencies.
Management believes that the technologies available and the
specialized blockchain present a stable business model with high growth potential. We are filing this Form 10 to begin reporting requirements
to ensure our shareholders’ liquidity in their shares going forward, and to provide transparency to the market.
FORWARD-LOOKING STATEMENTS
There are statements in this registration statement that are
not historical facts. These “forward-looking statements” can be identified by the use of terminology such as “believe,”
“hope,” “may,” “anticipate,” “should,” “intend,” “plan,” “will,”
“expect,” “estimate,” “project,” “positioned,” “strategy” and similar expressions.
You should be aware that these forward-looking statements are subject to risks and uncertainties beyond our control. To discuss these
risks, you should read this entire registration statement carefully, especially the risks discussed under the “Risk Factors”
section. Although management believes that the assumptions underlying the forward-looking statements included in this registration statement
are reasonable, they do not guarantee our future performance, and actual results could differ from those contemplated by these forward-looking
statements. The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates
of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As
a result, the identification and interpretation of data and additional information and their use in developing and selecting assumptions
from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome
may vary substantially from anticipated or projected results. Accordingly, no opinion is expressed on the achievability of those forward-looking
statements. In light of these risks and uncertainties, there can be no assurance that the results and events contemplated by the forward-looking
statements contained in this registration statement will transpire. You are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of their dates. We do not undertake any obligation to update or revise any forward-looking statements.
Item 1. Business.
Prior Operations
ORGANIZATIONAL HISTORY
We were incorporated in the State of Wyoming in August 2021.
We filed a Regulation A Offering in April of 2022. In December of 2023 we completed a reverse merger with United Heritage, an El Salvador
Corporation and Universa Hub Africa a Tunisian Corporation. A 1-U was filed in regards to this change of business on December 28, 2023.
Upon restructuring and obtaining the necessary audits to initiate reporting we are now filing this form 10 registration.
Present Operations
Eco Bright Future, Inc., together with its subsidiaries, engages
in the financial technology and blockchain business worldwide. It builds tools to help people in accessing the economy via mobile and
digital services. It is also involved in digital asset tokenisation and digital asset trading, as well as digital wallet activities. The
company is building an open source platform and developer infrastructure which enables everyone to access and participate in the global
economy and Real-World Assets(RWA) tokenisation. Eco Bright Future, Inc. was founded in 2021 and is headquartered in Florida and El Salvador.
As the Company continues its business development and asset
acquisitions, the Company anticipates our capital needs to be between $5,000,000 and $25,000,000 (varying based on growth strategies).
Employees
We have one full time employee, our President, George Athanasiadis
and a part time CTO Tomaz Strgar. The Board retains consultants and advisors on as needed basis. They are compensated with
cash and also with the issuance of the Company’s common stock.
Facilities
Our corporate offices are located in Florida and El Salvador.
Our main operations will be spread across Central America and Asia. Consultants, advisors and contract service providers will work from
home offices and from our location in El Salvador.
ITEM 1A. RISK FACTORS
Any investment in our securities is highly speculative. The
Company's business and ownership of shares of our common stock are subject to numerous risks. You should not purchase our shares
if you cannot afford to lose your entire investment. You should consider the following risks before acquiring any of our shares.
We need additional capital.
We need additional financing to grow our operations. The amount
required depends upon our business operations, and how quickly we grow. Varying based on growth strategies, it is estimated between $5,000,000
and $25,000,000 will have to be raised over the next 2 years. We may be unable to secure this additional required financing on a timely
basis, under terms acceptable to us, or at all. To obtain additional financing, we will sell additional equity securities, which will
further dilute shareholders' ownership in us. Ultimately, if we do not raise the required capital, we may experience delayed growth or
need to cease operations.
We are dependent upon our key personnel.
We are highly dependent upon the services of Tomaz Strgar,
our Chief Technology Officer. If he terminated his services with us, our business would suffer.
There is only a limited trading market for our securities.
Our Common Stock is traded on the OTC Pink Sheets. The prices
quoted may not reflect the price at which you can resell your shares. Because of the illiquid nature of our stock, we are subject to rules
of the U.S. Securities and Exchange Commission that make it difficult for stockbrokers to solicit customers to purchase our stock. This
reduces the number of potential buyers of our stock and may reduce the value of your shares. There can be no assurance that a trading
market for our stock will continue or that you will ever be able to resell your shares at a profit, or at all.
Our management controls us.
Our current officers and directors own approximately 74% of
our outstanding common stock and are able to affect the election of the members of our Board of Directors and make corporate decisions.
Alexander Borodich, by his ownership of Class A Preferred Stock, has the right to vote 49% of our voting securities.
We have a going concern issue.
Eco Bright's consolidated financial statements are prepared
using Generally Accepted Accounting Principles applicable to a going concern that contemplates the realization of assets and liquidation
of liabilities in the normal course of business. However, Eco Bright has recently accumulated losses since its inception and has had negative
cash flows from operations until 2023, which raise substantial doubt about its ability to continue as a going concern. Management's plans
with respect to alleviating the adverse financial conditions that caused management to express substantial doubt about the Eco Bright's
ability to continue as a going concern are as follows:
The ability to continue Eco Bright’s operations depends
on its ability to generate and grow revenue and results of operations as well as our ability to access capital markets when necessary
to accomplish strategic objectives. We expect to continue to incur losses for the immediate future and will need additional equity or
debt financing until we can achieve profitability and positive cash flows from operating activities. Our future capital requirements for
operations will depend on many factors, including the ability to generate revenues and obtain capital.
There can be no assurance that Eco Bright will be able to
achieve its business plans, raise any more required capital or secure the financing necessary to achieve its current operating plan. The
ability of Eco Bright to continue as a going concern is dependent upon its ability to successfully accomplish the plan described in the
preceding paragraph and eventually attain profitable operations. The accompanying financial statements do not include any adjustments
that might be necessary if the Company is unable to continue as a going concern.
Licensing and permissions to tokenize real world assets
could take longer than expected in different jurisdictions.
Licensing and permission to tokenize real world assets legally
in the jurisdictions in which we operate could be delayed or denied. If we are unable to obtain all the licenses we are expecting it could
negatively impact our growth potential.
The Real World Asset (RWA) Tokenization Market is Highly
Competitive and Fragmented.
There are a substantial number of companies attempting to
enter this highly competitive market. We feel we have a good competitive advantage, however there are many companies we will compete with
that are better funded than we are. There is no guarantee we will be able to take the market share we are expecting.
Reporting requirements under the Exchange Act and compliance
with the Sarbanes-Oxley Act of 2002, including establishing and maintaining acceptable internal controls over financial reporting, are
costly and may increase substantially.
The rules and regulations of the SEC require a public company
to prepare and file periodic reports under the Exchange Act, which will require that the Company engage in legal, accounting, auditing,
and other professional services. The engagement of such services is costly, and we are likely to incur losses that may adversely affect
our ability to continue as a going concern. Additionally, the Sarbanes-Oxley Act of 2002 requires, among other things, that we design,
implement and maintain adequate internal controls and procedures over financial reporting. The costs of complying with the Sarbanes-Oxley
Act may make it difficult for us to design, implement and maintain adequate internal controls over financial reporting. If we fail to
maintain an effective system of internal controls or discover material weaknesses in our internal control. In that case, we may not be
able to produce reliable financial reports or report fraud, which may harm our overall financial condition and result in a loss of the
investor confidence and a decline in our share price.
We cannot assure you that our Common Stock will be listed
on an exchange.
Our common stock is currently traded on the Pink Sheets under
the symbol EBFI. Our goal is to become a fully reporting company, and uplist to a larger exchange, if possible. However, we cannot assure
you that we will be able to meet the initial listing standards of the stock exchanges or quotation medium we are hoping to uplist to,
or that we will be able to maintain a listing of our Common Stock on any stock exchange. After the filing of this Form 10, we expect that
our Common Stock would continue to be eligible to trade on the “pink sheets,” where our stockholders may find it more difficult
to trade shares in our Common Stock or obtain accurate quotations as to the market value of our Common Stock. In addition, we would be
subject to an SEC rule that, if we failed to meet the criteria outlined in such rule, imposes various practice requirements on broker-dealers
who sell securities governed by such rule to persons other than established customers and accredited investors. Consequently, such a rule
may deter broker-dealers from recommending or trading shares in our Common Stock, which may further affect its liquidity. This would also
make it more difficult for us to raise additional capital following a business combination.
Our Common Stock will likely be considered a “penny
stock,” which may make it more difficult for investors to sell their shares due to suitability requirements.
Our common stock is currently deemed “penny stock,”
as that term is defined under the Exchange Act. Penny stocks generally are equity securities with a price of less than $5.00 (other than
securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that the exchange or system provides
current price and volume information concerning transactions in such securities). Penny stock rules impose additional sales practice
requirements on broker-dealers who sell to persons other than established customers and “accredited investors.” The term
“accredited investor” generally refers to institutions with assets over $5,000,000 or individuals with a net worth in excess
of $1,000,000 or an annual income exceeding $200,000 or $300,000 jointly with their spouse.
The penny stock rules require a broker-dealer, before a transaction
in a penny stock not otherwise exempt from the rules, to deliver a standardized disclosure document in a form prepared by the SEC, which
provides information about penny stocks and the nature and level of risks in the penny stock market. Moreover, brokers/dealers are required
to determine whether an investment in a penny stock is suitable for a prospective investor. A broker/dealer must receive a written agreement
to the transaction from the investor setting forth the identity and quantity of the penny stock to be purchased. These requirements may
reduce the potential market for our common stock by reducing the number of potential investors. This may make it more difficult for investors
in our common stock to sell shares to third parties or dispose of them. This could cause our stock price to decline.
We have never paid dividends on our Common Stock, and it
is not guaranteed that we will in the future.
We have never paid dividends on our Common Stock, we have
this option as valid to discuss on the management level and approve it. There are no assurances or guarantees that we will be able to
pay dividends.
We are an “emerging growth company” under the
JOBS Act of 2012. We cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common
stock less attractive to investors.
We are an “emerging growth company,” as defined
in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”). We may take advantage of certain exemptions from various
reporting requirements that apply to other public companies that are not “emerging growth companies,” including, but not limited
to, not being required to comply with the auditor attestation requirements of section 404 of the Sarbanes-Oxley Act, reduced disclosure
obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding
a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find
our common stock less attractive, there may be a less active trading market for our common stock, and our stock price may be more volatile.
In addition, Section 107 of the JOBS Act also provides that
an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities
Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption
of specific accounting standards until those standards would otherwise apply to private companies. We are taking advantage of the extended
transition period to comply with new or revised accounting standards.
We will remain an “emerging growth company” for
up to five years, although we will lose that status sooner if our revenues exceed $1 billion, if we issue more than $1 billion in non-convertible
debt in three years, or if the market value of our common stock that is held by non-affiliates exceeds $700 million as of any June 30.
Our status as an “emerging growth company” under
the JOBS Act of 2012 may make it more challenging to raise capital as and when we need it.
Because of the exemptions from various reporting requirements
provided to us as an “emerging growth company” and because we will have an extended transition period for complying with new
or revised financial accounting standards, we may be less attractive to investors, and it may be difficult for us to raise additional
capital as and when we need it. Investors may be unable to compare our business with other companies in our industry if they believe that
our financial accounting is not as transparent as other companies in our industry. If we cannot raise additional capital as and when we
need it, our financial condition and results of operations may be materially and adversely affected.
We have the right to issue shares of preferred stock. If
we were to issue preferred stock, it is likely to have rights, preferences, and privileges that may adversely affect the common stock.
We have preferred stock currently issued and outstanding and
do have the ability to issue more. The issuance of these shares could adversely affect the common stock already outstanding. The aforementioned
preferred stock allows the holder to vote 10 times for each share owned. Currently Alexander Borodich owns 10,000,000 shares representing
100,000,000 votes. These shares hold special voting rights but are not convertible into common stock of the company.
Item 2. Financial Information.
Management’s Discussion and Analysis of Financial
Condition and Results of Operation.
The following presents managements analysis of the financial
condition of Eco Bright Future, Inc. and Subsidaries (Eco Bright) as of December 31, 2023.
Business Operations
The financial statements presented are those of Eco Bright
Future, Inc. (“Eco Bright”, or the “Company”) and its wholly owned subsidiaries United Heritage, Sociedad Anonmima
De Capital Variable (“UHS”) and its wholly owned subsidiary Universa Hub Africa (“UHSA”), collectively, (“UHA”).
The Company intends to carry on the business of UHA as an artificial intelligence and blockchain technology company that utilizes real
world tokenization to create a virtual investment vehicle on the blockchain linked to tangible assets such as real estate, precious metals,
art and collectibles. The Company intends to provide digital assets from El Salvador, tokenize assets and develop blockchain tools for
entry to countries such as Tunisia and United Arab Emirates and plan to enter into agreements in connection with its blockchain products
in Thailand, Indonesia, and Guatemala.
Critical Accounting Policies
Our discussion and analysis of our financial
condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles
generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that
affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities.
We continuously evaluate our critical accounting policies and estimates. We base our estimates on historical experience and on various
assumptions that we believe 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 materially from
these estimates under different assumptions or conditions.
We believe the following critical accounting
policies are important to the portrayal of our financial condition and results of operations and require our management’s subjective
or complex judgment because of the sensitivity of the methods, assumptions and estimates used in the preparation of our financial statements.
Revenue Recognition Policy
Eco Bright recognizes revenue in accordance
with the provisions of Accounting Series Codification (“ASC”) 606, Revenue From Contracts With Customers (“ASC
606”), which provides guidance on the recognition, presentation, and disclosure of revenue in financial statements. ASC 606 outlines
the basic criteria that must be met to recognize revenue and provides guidance for disclosure related to revenue recognition policies.
In general, the Company recognizes revenue based on the allocation of the transaction price to each performance obligation as each performance
obligation in a contract is satisfied.
Income Tax
We account for income taxes under the asset and liability
method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that
have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences
between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences
are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be
realized. The Company has incurred net operating loss for financial-reporting and tax-reporting purposes. Accordingly, any benefit for
income taxes has been offset entirely by a valuation allowance against the related federal deferred tax asset for the years ended December
31, 2023 and 2022.
Results of Operations
For the Years Ended December 31, 2023 and 2022
Revenues and Cost of Sales
During the years ended December 31, 2023
and 2022, we recognized $32,132 and $0 in consulting revenue, respectively.
Operating Expenses
Operating expenses were $18,716 during
the year ended December 31, 2023, compared to $14,409 during the year ended December 31, 2022. Operating expenses consisted of $14,946
and $8,083 in salaries and wages and $3,770 and $6,326 in general and administrative expenses during the years ended December 31, 2023
and 2022, respectively.
Other Income and Expenses
Other expenses were $285 during the year
ended December 31, 2023, compared to $6,997 during the year ended December 31, 2022. Other expenses consisted of $474 and $0 in interest
expense, $493 and $14 in other expenses and $0 and $6,983 in impairment expense during the years ended December 31, 2023 and 2022, respectively.
We recognized $682 in other income during the year ended December 31, 2023, there was no such income during the year ended December 31,
2022.
Net Income (Loss)
As a result of the above, we recognized
net income of $13,131 for the year ended December 31, 2023 and a net loss of $21,406 for the year ended December 31, 2022, respectively.
We anticipate losses from operations will increase during
the next twelve months due to anticipated increased payroll expenses as we add necessary staff to continue planned operations and increases
in legal and accounting expenses associated with maintaining a reporting company. We expect that we will continue to have net losses from
operations for several years until revenues become sufficient to offset operating expenses.
Liquidity and Capital Resources of the Company
Current Assets
Current assets at December 31,
2023 totaled $17,400, consisting of $14,761 in cash, $1,657 in accounts receivable and $982 in other current assets. Total assets at December
31, 2022 were $6,245, consisting of $6,024 in cash and $221 in other current assets.
Current Liabilities
Total liabilities were all current as of December 31, 2023
and 2022 and consisted of accounts payable and accrued expenses totaling $10,868 and $12,641, respectively.
Net Cash Used in Operating Activities.
During the year ended December
31, 2023, our operating activities provided net cash of $8,737, compared to net cash used of $300 during the period ended December 31,
2022. Sources of cash during the year ended December 31, 2023 are mainly due to the $32,132 in revenue, partially offset by $5,168 in
changes in cash used from operating assets and liabilities.
Uses of cash during the year
ended December 31, 2022 are mainly due to the $21,406 net loss, partially offset by $6,492 in net non-cash expenses related to depreciation,
impairment and gains and losses on currency translation, as well as $14,614 in changes in cash provided from operating assets and liabilities.
At December 31, 2023 we had
a working capital of $6,532, compared to a working capital deficit of $6,396 at December 31, 2022.
Going
Concern
At December 31, 2023, we only had $17,696 in assets and a
$12,593 accumulated deficit. Our current liquidity resources are not sufficient to fund anticipated level of operations for at least the
next 12 months from the date these consolidated financial statements were issued. As a result, there is substantial doubt regarding the
Company’ ability to continue as a going concern.
The ability to continue Eco Bright’s operations depends
on its ability to generate and grow revenue and results of operations as well as our ability to access capital markets when necessary
to accomplish strategic objectives. We expect to continue to incur losses for the immediate future and will need additional equity or
debt financing until we can achieve profitability and positive cash flows from operating activities. Our future capital requirements for
operations will depend on many factors, including the ability to generate revenues and obtain capital.
There is no assurance that we will ever be profitable or that
debt or equity financing will be available to us. The consolidated financial statements do not include any adjustments to reflect the
possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may
result should we be unable to continue as a going concern. There is no assurance we will be successful in any of these goals.
Off-Balance Sheet Arrangements
We had no off-balance sheet
arrangements of any kind for the years ended December 31, 2023 or 2022.
MANAGEMENT
| Name |
Position |
Age |
Start Date |
| George Athanasiadis |
CEO/Director |
48 |
August 2021 |
| Tomaz Strgr |
CTO/Director |
62 |
December 2023 |
George Athanasiadis and Tomaz Strgr have extensive
experience in managing companies. Tomaz Strgr has over 10 years experience in managing Technology Companies and extensive background with
blockchain technologies.
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITY
HOLDERS
The following table sets forth
information as to the shares of common stock beneficially owned as of December 31, 2022 by (i) each person known to us to be the beneficial
owner of more than 5% of our common stock; (ii) each Director; (iii) each Executive Officer; and (iv) all of our Directors and Executive
Officers as a group. Unless otherwise indicated in the footnotes following the table, the persons as to whom the information is given
had sole voting and investment power over the shares of common stock shown as beneficially owned by them.
| Directors and Executive Officers or 5% or more |
|
Amount |
|
|
Percent |
|
| 2G Group LLC (George Athanasiadis sole member) |
|
|
74,800,000 |
|
|
|
74.3% |
|
INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS
During the year ended December 31, 2023,
Eco Bright Future Inc. paid a total of $0 of wages to management.
Item 3. Properties.
Our corporate offices are located in Florida and El Salvador.
Our main operations will be spread across Central America and Asia. Consultants, advisors and contract service providers will work from
home offices and from our location in El Salvador.
Item 4. Security Ownership of Certain Beneficial
Owners and Management.
| Directors and Executive Officers or 5% or more |
|
Amount |
|
|
Percent |
|
| 2G Group LLC (George Athanasiadis sole member) |
|
|
74,800,000 |
|
|
|
74.3% |
|
| Title of Class |
Name and address of Beneficial Owner |
Amount of
shares owned |
Nature of beneficial ownership |
Percent of
class |
Voting
Power |
| Common |
2G Group George Athanasiadis (Florida) |
74,800,000 |
Officer/Director |
74.3% |
37% |
| Preferred Series A |
Alexander Borodich |
10,000,000 |
Over 5% |
100% |
49% |
Item 5. Directors and Executive Officers.
George Athanasiadis
Director, President, Chief Executive Officer, Treasurer, Secretary, Age 48, director until Dec 31, 2025
Mr. Athanasiadis joined the
Company as Chief Executive Officer, Secretary, and Principal Financial Officer in August 2021. Mr. Athanasiadis has a history of managing
multiple successful businesses. He has experience at an executive level and has served on multiple boards and as an officer of multiple
companies. He graduated from University of Florida with a Bachelor’s of Science in electrical engineering. He also has a masters
degree in business and a masters degree in information technology. Mr. Athanasiadis has been elected to serve as director of the Company
until March 31, 2025.
Tomaz Strgar Director, Chief Technology
Officer, Age 62, director until Dec 31, 2025
Mr. Strgar has served as a Director of
the Company since December 2023. Mr. Strgar has over 30 years experience in managing companies and assisting with technological advancement
within companies. Mr. Strgar also has worked for the Ministry of Defense and is a retired colonel of the Slovenian Armed Forces. Mr. Strgar
has been elected to serve as director of the Company until March 31, 2025.
The following table illustrates compensation accrued to director
during the most recently ended fiscal year:
| Name |
|
Fees earned or paid in cash ($) (Wages Earned and Accrued) |
|
Stock
awards
($) |
|
Option
awards
($) |
|
Non-equity incentive compensation plan
($) |
|
Nonqualified deferred compensation earnings
($) |
|
All other compensation
($) |
|
Total ($) |
| George Athanasiadis |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
| Tomaz Strgar |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
Item 6. Executive Compensation.
During the previous year and through the 1st and
2nd quarter of this year Executive Compensation has been zero. Executive Compensation will begin as revenues increase.
Item 7. Certain Relationships and Related Transactions
There were no Related Party Transactions during the reporting
period.
Item 8. Legal Proceedings.
None.
Item 9. Market Price of and Dividends on
the Registrant’s Common Equity and Related Stockholder Matters.
Our common stock is currently quoted on the OTC market "Pink
Sheets" under the symbol EBFI. For the periods indicated, the following table sets forth the high and low bid prices per share of
common stock. The below prices represent inter-dealer quotations without retail markup, markdown, or commission and may not necessarily
represent actual transactions.
| Period End Date |
|
Low Price |
|
High Price |
| Quarter ended Dec 2023 |
|
$0.20 |
|
$1.33 |
| Quarter ended March 2024 |
|
$1.35 |
|
$3.15 |
Dividends
Holders of common stock are entitled to dividends when, as,
and if declared by the Board of Directors, out of funds legally available therefore. We have never declared cash dividends on its common
stock and our Board of Directors does not anticipate paying cash dividends in the foreseeable future as it intends to retain future earnings
to finance the growth of our businesses. There are no restrictions in our articles of incorporation or bylaws that restrict us from declaring
dividends.
Securities Authorized for Issuance Under Equity Compensation
Plans
No equity compensation plan or agreements under which our
common stock is authorized for issuance has been adopted during the fiscal years ended December 31, 2023 and 2022. No Equity compensation
plan or agreement is planned during the current fiscal year which will end December 31, 2024
Item 10. Recent Sales of Unregistered Securities.
The company issued 100,000,000 shares of common stock on August
31, 2021 as founder shares.
The company issued 490,000 shares of common stock from June
29, 2022 to June 7, 2023 as part of its regulation A offering for .10 per share.
The company issued 200,000 shares of common stock under rule
144 for services provided on June 29, 2022
No other shares of common stock have been issued.
Item 11. Description of Registrant’s Securities to
be Registered.
As of the date of this Form 10 Information Statement, the
Company had 100,690,000 shares of common stock outstanding. The Transfer agent for the company is Standard Transfer in Salt Lake City
Utah.
Our Certificate of Incorporation authorizes the issuance of
750,000,000 shares of common stock, par value $0.001 per share. Our holders of shares of common stock are entitled to one vote for each
share on all matters to be voted on by the shareholders. Holders of common stock do not have cumulative voting rights. Holders of common
stock are entitled to share ratably in dividends, if any, as may be declared from time to time by the board of directors in its discretion
from legally available funds. In the event of a liquidation, dissolution or winding up of the Company, the holders of common stock are
entitled to share pro rata all assets remaining after payment in full of all liabilities. Holders of common stock have no preemptive rights
to purchase the Company's common stock. There are no conversion or redemption rights or sinking fund provisions with respect to the common
stock.
Series A Preferred Shares
The Company is authorized to issue 100,000,000 shares of preferred
stock, par value $0.001 per share. The 10,000,000 shares of Series A Preferred Stock (“Series A Preferred Stock”) outstanding
were issued as founder shares of the company. The shares were transferred to Alexander Borodich on Dec 28, 2023 upon completion of the
merger with Universa Hub Africa and United Heritage. The Preferred series A shares vote 10 common shares for every one share owned. The
10,000,000 preferred shares outstanding represent 100,000,000 votes in the common shares. The preferred series A shares are not convertible
into common shares.
Item 12. Indemnification of Directors and
Officers.
Our articles of incorporation, by-laws and director indemnification
agreements provide that each person who was or is made a party or is threatened to be made a party to or is otherwise involved (including,
without limitation, as a witness) in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that he or she is or was a director or an officer of the Company or, in the case of a director, is or was serving at our request
as a director, officer, or trustee of another corporation, or of a partnership, joint venture, trust or other enterprise, including service
with respect to an employee benefit plan, whether the basis of such proceeding is alleged action in an official capacity as a director,
officer or trustee or in any other capacity while serving as a director, officer or trustee, shall be indemnified and held harmless by
us to the fullest extent authorized by the Wyoming General Corporation Law against all expense, liability and loss reasonably incurred
or suffered by such.
Section 17 of the Wyoming Statutes permits a corporation to
indemnify any director or officer of the corporation against expenses (including attorney's fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred in connection with any action, suit or proceeding brought by reason of the fact that such
person is or was a director or officer of the corporation, if such person acted in good faith and in a manner that he or she reasonably
believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, if
he or she had no reason to believe his or her conduct was unlawful. In a derivative action, ( i.e ., one brought by or on behalf of the
corporation), indemnification may be provided only for expenses actually and reasonably incurred by any director or officer in connection
with the defense or settlement of such an action or suit if such person acted in good faith and in a manner that he or she reasonably
believed to be in, or not opposed to, the best interests of the corporation, except that no indemnification shall be provided if such
person shall have been adjudged to be liable to the corporation, unless and only to the extent that the court in which the action or suit
was brought shall determine that the defendant is fairly and reasonably entitled to indemnity for such expenses despite such adjudication
of liability.
Item 13. Financial Statements and Supplementary Data.
Not applicable to a Smaller Reporting Company per CFR §
229.302.
Item 14. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure.
None.
Item 15. Financial Statements and Exhibits.
Report of Independent Registered Public Account Firm
To the Board of Directors and Stockholders
Eco Bright Future Inc. and Subsidiaries
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets
of Eco Bright Future Inc. and Subsidiaries (the “Company”) as of December 31, 2023 and 2022, and the related consolidated
statements of operations, stockholders’ equity and cash flows for the years ended December 31, 2023 and 2022, and the related notes
to the financial statements. In our opinion, these financial statements present fairly, in all material respects, the financial position
of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for the years ended December 31,
2023 and 2022, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying financial statements have been prepared assuming
that the entity will continue as a going concern. As discussed in Note 3 to the financial statements, the entity has suffered recurring
losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern.
Management’s plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the entity’s
management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting
firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent
with respect to Eco Bright Future Inc. and Subsidiaries in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of
the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether
due to error or fraud. Eco Bright Future Inc. and Subsidiaries is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial
reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial
reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks
of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
Such procedures included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our
audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the
overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated in the Going Concern
paragraph above is a matter arising from the current period audit of the financial statements that was communicated or required to be
communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and
(2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter
in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter, providing
a separate opinion on the critical audit mater or on the accounts or disclosures to which it relates.
We have served as Eco Bright Future, Inc. and Subsidiaries’
auditor since 2021.
Goff Backa Alfera and Company, LLC
Pittsburgh, Pennsylvania
April 29, 2024
ECO BRIGHT FUTURE, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
| | |
December 31, | |
| | |
2023 | | |
2022 | |
| ASSETS | |
| | | |
| | |
| | |
| | | |
| | |
| Current Assets: | |
| | | |
| | |
| Cash | |
$ | 14,761 | | |
$ | 6,024 | |
| Accounts receivable | |
| 1,657 | | |
| — | |
| Prepaid assets | |
| 982 | | |
| 221 | |
| Total Current Assets | |
| 17,400 | | |
| 6,245 | |
| | |
| | | |
| | |
| Non-Current Assets | |
| | | |
| | |
| Computers and equipment | |
| 296 | | |
| 725 | |
| Total Assets | |
$ | 17,696 | | |
$ | 6,970 | |
| | |
| | | |
| | |
| LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY | |
| | | |
| | |
| | |
| | | |
| | |
| Current Liabilities: | |
| | | |
| | |
| Accounts payable, related party | |
$ | 10,868 | | |
$ | 12,641 | |
| Total Current Liabilities | |
| 10,868 | | |
| 12,641 | |
| | |
| | | |
| | |
| Total Liabilities | |
$ | 10,868 | | |
$ | 12,641 | |
| | |
| | | |
| | |
| Stockholders' Equity (Deficit): | |
| | | |
| | |
| Preferred Stock Series A; $0.001 par value, 100,000,000 and 0 shares authorized and 10,000,000 and 0 shares issued | |
| 10,000 | | |
| — | |
| Common stock; $0.001 par value, 750,000,000 and 2,000 shares authorized and 100,690,000 and 2,000 share issued and outstanding, respectively | |
| 100,690 | | |
| 19,108 | |
| Additional paid-in capital | |
| (90,935 | ) | |
| — | |
| Other comprehensive (loss) income | |
| (334 | ) | |
| 945 | |
| Accumulated deficit | |
| (12,593 | ) | |
| (25,724 | ) |
| Total Stockholders' Equity (Deficit) | |
| 6,828 | | |
| (5,671 | ) |
| | |
| | | |
| | |
| Total Liabilities and Stockholders' Equity (Deficit) | |
$ | 17,696 | | |
$ | 6,970 | |
See Independent Auditors’ Report and Notes to
the Consolidated Financial Statements.
ECO BRIGHT FUTURE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
| | |
For the Years Ended December 31, | |
| | |
2023 | | |
2022 | |
| REVENUES | |
| | | |
| | |
| Service revenue | |
$ | 32,132 | | |
$ | — | |
| Total revenues | |
| 32,132 | | |
| — | |
| | |
| | | |
| | |
| OPERATING EXPENSES | |
| | | |
| | |
| Compensation expense | |
| 14,946 | | |
| 8,083 | |
| General and administrative | |
| 3,770 | | |
| 6,326 | |
| Total Operating Expenses | |
| 18,716 | | |
| 14,409 | |
| | |
| | | |
| | |
| OTHER INCOME (EXPENSES) | |
| | | |
| | |
| Interest expense | |
| (474 | ) | |
| — | |
| Other expenses | |
| (493 | ) | |
| (14 | ) |
| Other income | |
| 682 | | |
| — | |
| Impairment expense | |
| — | | |
| (6,983 | ) |
| Total Other Income and Expenses | |
| (285 | ) | |
| (6,997 | ) |
| | |
| | | |
| | |
| INCOME (LOSS) BEFORE INCOME TAXES | |
| 13,131 | | |
| (21,406 | ) |
| Provision for income taxes | |
| — | | |
| — | |
| | |
| | | |
| | |
| NET INCOME (LOSS) | |
$ | 13,131 | | |
$ | (21,406 | ) |
| | |
| | | |
| | |
| OTHER COMPREHENSIVE INCOME (LOSS) | |
| | | |
| | |
| Foreign currency translation | |
| (1,279 | ) | |
| 1,002 | |
| | |
| | | |
| | |
| OTHER COMPREHENSIE INCOME (LOSS) | |
$ | 11,852 | | |
$ | (20,404 | ) |
| | |
| | | |
| | |
| INCOME (LOSS) PER COMMON SHARE | |
| | | |
| | |
| Basic | |
$ | 0.00 | | |
$ | (0.00 | ) |
| Diluted | |
$ | 0.00 | | |
$ | (0.00 | ) |
| | |
| | | |
| | |
| WEIGHTED AVERAGE COMMON SHARES OUTSTANDING | |
| | | |
| | |
| Basic | |
| 3,036,433 | | |
| 2,000 | |
| Diluted | |
| 3,036,433 | | |
| 2,000 | |
See Independent Auditors’ Report and Notes
to the Consolidated Financial Statements.
ECO BRIGHT FUTURE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' (DEFICIT) EQUITY
| | |
Preferred Stock | | |
Common Stock | | |
Additional Paid- | | |
Retained (Deficit) | | |
Accumulated Other Comprehensive | | |
Total Stockholders’ (Deficit) | |
| | |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
In Capital | | |
Earnings | | |
Income (Loss) | | |
Equity | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
| Balance, December 31, 2021 | |
| — | | |
$ | — | | |
| 2,000 | | |
$ | 20,822 | | |
$ | — | | |
$ | (4,318 | ) | |
$ | (57 | ) | |
$ | 16,447 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Foreign currency translation | |
| — | | |
| — | | |
| — | | |
| (1,714 | ) | |
| — | | |
| — | | |
| 1,002 | | |
| (712 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Net loss for the year ended December 31, 2022 | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (21,406 | ) | |
| — | | |
| (21,406 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Balance, December 31, 2022 | |
| — | | |
$ | — | | |
| 2,000 | | |
$ | 19,108 | | |
$ | — | | |
$ | (25,724 | ) | |
$ | 945 | | |
$ | (5,671 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Recapitalization for merger acquisition on December 20, 2023 | |
| 10,000,000 | | |
| 10,000 | | |
| 100,688,000 | | |
| 100,690 | | |
| (110,043 | ) | |
| — | | |
| (647 | ) | |
| — | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Retirement of subsidiary common stock | |
| — | | |
| — | | |
| — | | |
| (19,108 | ) | |
| 19,108 | | |
| — | | |
| — | | |
| — | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Foreign currency translation | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (632 | ) | |
| (632 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Net income for the year ended December 31, 2023 | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 13,131 | | |
| — | | |
| 13,131 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Balance, December 31, 2023 | |
| 10,000,000 | | |
$ | 10,000 | | |
| 100,690,000 | | |
$ | 100,690 | | |
$ | (90,935 | ) | |
$ | (12,593 | ) | |
$ | (334 | ) | |
$ | 6,828 | |
See Independent Auditors’ Report and Notes
to the Consolidated Financial Statements.
ECO BRIGHT FUTURE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
| | |
For the Years Ended December 31, | |
| | |
2023 | | |
2022 | |
| Cash Flows From Operating Activities: | |
| | | |
| | |
| Net income (loss) | |
$ | 13,131 | | |
$ | (21,406 | ) |
| Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities: | |
| | | |
| | |
| Depreciation | |
| 440 | | |
| 454 | |
| Impairment of assets | |
| — | | |
| 6,983 | |
| Loss (gain) on foreign currency translation | |
| 334 | | |
| (945 | ) |
| Changes in operating assets and liabilities: | |
| | | |
| | |
| Accounts receivable | |
| (1,657 | ) | |
| — | |
| Other current assets | |
| (761 | ) | |
| 2,281 | |
| Accounts payable and accrued expenses | |
| (2,750 | ) | |
| 12,333 | |
| Net cash provided by (used in) operating activities | |
| 8,737 | | |
| (300 | ) |
| | |
| | | |
| | |
| Net change in cash | |
| 8,737 | | |
| (300 | ) |
| Cash, beginning of year | |
| 6,024 | | |
| 6,324 | |
| Cash, end of year | |
$ | 14,761 | | |
$ | 6,024 | |
| | |
| | | |
| | |
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | |
| | | |
| | |
| Cash paid for interest | |
$ | 474 | | |
$ | — | |
| Cash paid for taxes | |
$ | — | | |
$ | — | |
See Independent Auditors’ Report and Notes to the Consolidated
Financial Statements.
ECO BRIGHT FUTURE, INC. AND SUBSIDIARIES
FOOTNOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
DECEMBER 31, 2023 and 2022
NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
The financial statements presented are those of Eco Bright
Future, Inc. (“Eco Bright”, or the “Company”) and its wholly owned subsidiaries United Heritage, Sociedad Anonmima
De Capital Variable (“UHS”) and its wholly owned subsidiary Universa Hub Africa (“UHSA”), collectively, (“UHA”).
Eco Bright was incorporated on August 31, 2021, under the laws of the State of Wyoming. UHS was incorporated on July 12, 2023, under the
laws of the country of El Salvador and UHSA was incorporated on March 28, 2019, under the laws of the country of Tunisia. The Company
intends to carry on the business of UHA as an artificial intelligence and blockchain technology company that utilizes real world tokenization
to create a virtual investment vehicle on the blockchain linked to tangible assets such as real estate, precious metals, art and collectibles.
The Company intends to provide digital assets from El Salvador, tokenize assets and develop blockchain tools for entry to countries such
as Tunisia and United Arab Emirates and plan to enter into agreements in connection with its blockchain products in Thailand, Indonesia,
and Guatemala.
On December 20, 2023, the Company entered into a Merger Agreement
with United Heritage, Sociedad Anonmima De Capital Variable (“UHA”), a company organized and existing under the laws of El
Salvador, with its head office located in San Salvador, El Salvador. The Merger agreement provides for the controlling owner and holder
of 10,000,000 shares of the Company’s Series A Preferred Stock to transfer all of the Series A Preferred Stock to the beneficial
owner of all of the 2,000 shares of capital stock of UHA, in exchange for the 2,000 shares of common stock being transferred to the Company
and immediately retired.
The Merger Agreement was accounted for as a reverse recapitalization,
whereby the Company, while being deemed the legal acquirer, is accounted for as a capital transaction, whereby UHA issued its equity for
the net assets of the Company followed by a recapitalization of the Company’s common stock to reflect the equivalent number of the
Company’s common stock with the difference being recorded in additional paid-in capital. The consolidated financial statements are
based on UHA’s historical financial statements and the Company’s historical financial statements, as adjusted, to give effect
to UHA’ reverse recapitalization of the Company.
Basis of Presentation
The Financial Statements and related disclosures have been
prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles (“GAAP”) of the
United States. Eco Bright has elected a calendar year-end.
Cash Equivalents
Eco Bright considers all highly liquid investments with maturities
of three months or less when purchased to be cash equivalents.
Use of Estimates
The preparation of financial statements requires management
to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates.
Revenue Recognition Policy
Eco Bright recognizes revenue in accordance with the provisions
of Accounting Series Codification (“ASC”) 606, Revenue From Contracts With Customers (“ASC 606”), which
provides guidance on the recognition, presentation, and disclosure of revenue in financial statements. ASC 606 outlines the basic criteria
that must be met to recognize revenue and provides guidance for disclosure related to revenue recognition policies. In general, the Company
recognizes revenue based on the allocation of the transaction price to each performance obligation as each performance obligation in a
contract is satisfied.
ECO BRIGHT FUTURE, INC. AND SUBSIDIARIES
FOOTNOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
DECEMBER 31, 2023 and 2022
During the years ended December 31, 2023 and 2022, revenue
of $32,132 and $0, respectively, was recognized from providing consulting services related to blockchain technology software development
sales. The revenue was recognized upon being earned upon completion of services and acceptance by the customer.
Stock-Based Compensation
Eco Bright records stock-based compensation using the fair
value method. Equity instruments issued to employees and the cost of the services received as consideration are accounted for in accordance
with ASC 718, Stock Compensation and are measured and recognized based on the fair value of the equity instruments issued. All
transactions with non-employees in which goods or services are the consideration received for the issuance of equity instruments are accounted
for in accordance with ASC 515, Equity-Based Payments to Non-Employees, based on the fair value of the consideration received or
the fair value of the equity instrument issued, whichever is more reliably measurable.
Fair Value of Financial Instruments
ASC 820, Fair Value Measurements (“ASC
820”) and ASC 825, Financial Instruments (“ASC 825”), requires an entity to maximize the use of observable inputs
and minimize the use of unobservable inputs when measuring fair value. It establishes a fair value hierarchy based on the level of independent,
objective evidence surrounding the inputs used to measure fair value. A financial instrument's categorization within the fair value hierarchy
is based upon the lowest level of input that is significant to the fair value measurement. It prioritizes the inputs into three levels
that may be used to measure fair value:
Level 1 - Level 1 applies to assets or liabilities
for which there are quoted prices in active markets for identical assets or liabilities.
Level 2 - Level 2 applies to assets or liabilities
for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets
or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent
transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally
from, or corroborated by, observable market data.
Level 3 - Level 3 applies to assets or liabilities
for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the
assets or liabilities.
The carrying values of cash, other current assets,
property, accounts payable and accrued expenses approximate fair value. Pursuant to ASC 820 and 825, the fair value of cash is determined
based on "Level 1" inputs, which consist of quoted prices in active markets for identical assets.
New Accounting Pronouncements
Eco Bright has implemented all new accounting pronouncements
that are in effect and that may impact its financial statements. The Company does not believe that there are any other new accounting
pronouncements that have been issued that might have a material impact on its financial position or results of operations.
Basic and Diluted Loss Per Share
Eco Bright presents basic earnings per share (EPS)
on the face of the statements of operation. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator)
by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential
common shares outstanding during the period including convertible debt, stock options, and warrants, using the treasury stock method,
and convertible debt instrument, using the if-converted method. In computing diluted EPS, the average stock price for the period is used
in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive
potential shares if their effect is anti-dilutive.
ECO BRIGHT FUTURE, INC. AND SUBSIDIARIES
FOOTNOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
DECEMBER 31, 2023 and 2022
The calculation of basic and diluted net income (loss)
per share is as follows:
| | |
For the Years Ended
December 31, | |
| | |
2023 | | |
2022 | |
| Basic Income (Loss) Per Share: | |
| | | |
| | |
| Numerator: | |
| | | |
| | |
| Net income (loss) | |
$ | 13,131 | | |
$ | (20,461 | ) |
| Denominator: | |
| | | |
| | |
| Weighted-average common shares outstanding | |
| 3,036,433 | | |
| 2,000 | |
| Basic net income (loss) per share | |
$ | 0.00 | | |
$ | (0.00 | ) |
| | |
For the Years Ended
December 31, | |
| | |
2023 | | |
2022 | |
| Diluted Income (Loss) Per Share: | |
| | | |
| | |
| Numerator: | |
| | | |
| | |
| Net loss | |
$ | 13,131 | | |
$ | (20,461 | ) |
| Denominator: | |
| | | |
| | |
| Weighted-average common shares outstanding | |
| 3,036,433 | | |
| 2,000 | |
| Diluted net income (loss) per share | |
$ | 0.00 | | |
$ | (0.00 | ) |
Income Taxes
Eco Bright records income taxes under the asset and liability
method, whereby deferred tax assets and liabilities are recognized based on the future tax consequences attributable to temporary differences
between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and attributable to
operating loss and tax credit carryforwards. Accounting standards regarding income taxes requires a reduction of the carrying amounts
of deferred tax assets by a valuation allowance, if based on the available evidence, it is more likely than not that such assets will
not be realized. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed at each reporting period
based on a “more likely than not” realization threshold. This assessment considers, among other matters, the nature, frequency
and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carryforward periods, the
Company’s experience with operating loss and tax credit carryforwards not expiring unused, and tax planning alternatives.
Significant judgment is required in evaluating the Company’s
tax positions and determining its provision for income taxes. During the ordinary course of business, there are many transactions and
calculations for which the ultimate tax determination is uncertain. Accounting standards regarding uncertainty in income taxes provides
a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition
by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit,
including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest
amount which is more than 50% likely, based solely on the technical merits, of being sustained on examinations. The Company considers
many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments and which may not
accurately anticipate actual outcomes.
NOTE 2 - INCOME TAXES
Eco Bright files income tax returns in the U.S. federal jurisdiction.
Eco Bright’s policy is to recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating
expenses. Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences
and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary
differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced
by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets
will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of
enactment.
ECO BRIGHT FUTURE, INC. AND SUBSIDIARIES
FOOTNOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
DECEMBER 31, 2023 and 2022
Net deferred tax assets consist of the following components:
| | |
For the Years Ended
December 31, | |
| | |
2023 | | |
2022 | |
| Deferred tax assets: | |
| | | |
| | |
| Net operating loss carry forward | |
$ | 10,069 | | |
$ | 7,262 | |
| Valuation allowance | |
| (10,069 | ) | |
| (7,262 | ) |
| Net deferred tax asset | |
$ | — | | |
$ | — | |
The federal income tax provision differs from the amount of
income tax determined by applying the U.S. federal income tax rate of 21% to pretax income from continuing operations for the year ended
December 31, 2023 and the year ended December 31, 2022 due to the following:
| | |
For the Years Ended December 31, | |
| | |
2023 | | |
2022 | |
| Pre-tax book income (loss) | |
$ | (2,807 | ) | |
$ | (7,808 | ) |
| Stock for services | |
| — | | |
| 42 | |
| Related party accrued expenses | |
| — | | |
| 504 | |
| Valuation allowance | |
| 2,807 | | |
| 7,262 | |
| Federal Income Tax | |
$ | — | | |
$ | — | |
The Company had net operating losses of approximately $47,948
that can be used indefinitely. Due to the change in ownership in 2023, net operating loss carryforwards may be limited as to use in future
years. In accordance with the statute of limitations for federal tax returns, the Company’s federal tax returns for the years 2021
through 2022 are subject to examination.
NOTE 3 - GOING CONCERN
Eco Bright's consolidated financial statements are prepared
using Generally Accepted Accounting Principles applicable to a going concern that contemplates the realization of assets and liquidation
of liabilities in the normal course of business. However, Eco Bright has recently accumulated losses since its inception and has had negative
cash flows from operations until 2023, which raise substantial doubt about its ability to continue as a going concern. Management's plans
with respect to alleviating the adverse financial conditions that caused management to express substantial doubt about the Eco Bright's
ability to continue as a going concern are as follows:
The ability to continue Eco Bright’s operations depends
on its ability to generate and grow revenue and results of operations as well as our ability to access capital markets when necessary
to accomplish strategic objectives. We expect to continue to incur losses for the immediate future and will need additional equity or
debt financing until we can achieve profitability and positive cash flows from operating activities. Our future capital requirements for
operations will depend on many factors, including the ability to generate revenues and obtain capital.
There can be no assurance that Eco Bright will be able to
achieve its business plans, raise any more required capital or secure the financing necessary to achieve its current operating plan. The
ability of Eco Bright to continue as a going concern is dependent upon its ability to successfully accomplish the plan described in the
preceding paragraph and eventually attain profitable operations. The accompanying financial statements do not include any adjustments
that might be necessary if the Company is unable to continue as a going concern.
ECO BRIGHT FUTURE, INC. AND SUBSIDIARIES
FOOTNOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
DECEMBER 31, 2023 and 2022
NOTE 4 - FOREIGN CURRENCY OPERATIONS
Eco Bright operates in foreign countries, specifically, Tunisia
during the years ended December 31, 2023 and 2022. As such, assets and liabilities of foreign subsidiaries are translated into United
States dollars at the rated of exchange in effect at year-end. The related translation adjustments are made directly to other comprehensive
income or loss. Income and expenses are translated at the average rates of exchange in effect during the year. Foreign currency gains
and losses are included in the results of operations and are generally classified in other income (expense) in the Consolidated Statements
of Operations. Accumulated other comprehensive loss was $334 at December 31, 2023. Accumulated other comprehensive income was $945 at
December 31, 2022. Foreign currency net loss was $1,279 for the year ended December 31, 2023. Foreign currency net income was $888 for
the year ended December 2022.
NOTE 5 - SUBSEQUENT EVENTS
Eco Bright reviewed subsequent events through April 29, 2024,
the date the financial statements were available to be issued.
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
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ECO BRIGHT FUTURE INC. |
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(Registrant) |
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| Date: |
May 16, 2024 |
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By: |
/s/ George Athanasiadis |
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George Athanasiadis |
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President/Director |
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Eco Bright Fugure, Inc. |
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Exhibit 3-2
ARTICLES OF INCORPORATION
AMENDED AND RESTATED
OF
Eco Bright Future, Inc.
A Wyoming Corporation
March 16, 2022
ARTICLE I
CORPORATE NAME
The name of the corporation is Eco
Bright Future, Inc. The mailing address and principal office of the profit corporation is: 1015 Bowsprit Lane Holiday, Florida 34691.
ARTICLE H
DURATION OF THE CORPORATION
The Corporation is to have perpetual
existence.
ARTICLE III
CORPORATE PURPOSE
The purpose for which the corporation
is organized is any lawful purpose.
ARTICLE IV
AUTHORIZED CAPITAL
The aggregate number of shares which
this Corporation shall have authority to issue is 750,000,000 shares of common stock, 100,000,000 shares of Preferred Series A shares
with each A series share controlling 10 votes.
ARTICLE V
SHARE VALUE
The par value of all shares shall
be $.001 per share.
ARTICLE VI
PRE-EMPTIVE RIGHTS
The several classes of authorized
and treasury stocks of the corporation have no pre-emptive rights. Fully paid stock of this Corporation shall not be liable to any further
call or assessment.
ARTICLE VII
INTERNAL AFFAIRS
The Directors shall adopt By-laws
for the regulation of the internal affair of the corporation, which By-laws shall not be inconsistent with these Articles or the Laws
of the State of Wyoming. Said By-laws may be amended, altered or changed from time to time or repealed pursuant to law.
ARTICLE VIII
AUDIT COMMITTEE
If required the Directors shall
appoint an Audit Committee to oversee the Company's accounting procedures. The audit committee shall consist of an odd number of members,
with no less than 3 and no more than 11 members. A minimum of 2 outside audit committee members are required.
ARTICLE IX
INDEMNIFICATION OF OFFICERS AND DIRECTORS
The Company shall have power to
indemnify and hold harmless each of its Officers and Directors as permitted by law and pursuant to the procedures and regulations of "Wyoming
Corporation Law".
ARTICLE X
REGISTERED OFFICE AND AGENT
The name and address of the Corporation's registered
Agent and Registered office is:
Registered Agents Inc.
30 N Gould St Ste R
Sheridan, WY 82801
ALL PREVIOUS ARTICLES ARE VACATED IN THEIR ENTIRETY.
DATED this March16, 2022
/s/ John J. Brannelly
John J. Brannelly, Incorporator
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the inclusion in this Registration Statement
on Form 10 of our report dated April 29, 2024 with respect to the audited consolidated balance sheets of Eco Bright Future Inc. and Subsidiaries
(the Entity) as of December 31, 2023 and 2022 and the related consolidated statements of operations, stockholders’ equity and cash
flows for the years then ended. Our report contains an explanatory paragraph regarding the Entity’s ability to continue as a going
concern.
We consent to all references to our firm included in this
Registration Statement.
Goff Backa Alfera & Company, LLC
Pittsburgh, Pennsylvania
May 16, 2024
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