EUBG 10-K & 10-Q changes, risk factors and insider trading

Our business achieved rapid growthresults in 20242025 is primarily driven by the expansion of our consultation services in thefacilitating liveproduct streaming industry. This growth was specifically attributed to our collaboration with a client engaged in the live streaming business.sales. Our revenue was $5,274,495 $5,682,985 and $6,238,926$5,274,495 for the years ended December 31, 2025 and 2024, respectively. Our net income was $1,905,145 and $1,487,630 for the years ended December 31, 20242025 and 2023, respectively. Our net income was $1,487,630 and $2,282,359 for the years ended December 31, 2024 and 2023,2024, respectively. However, our historical growth rate and the limited history of operation make it difficult to evaluate our future prospects. We may not be able to sustain our historically growth or may not be able to grow our business at all.

We have been in business since October 2019 as a consulting company. Our revenue for the year ended December 31, 2024,2025, was $5,274,495,$5,682,985, compared to $6,238,926$5,274,495 for the year ended December 31, 2023,2024, representing a decreaseincrease of $964,431$408,490 or 15.5%7.7% as compared with the prior year. The decrease increase was mainly attributed to our consultation services in connectionfacilitating withproduct a client engaged in live streaming businesssales which dropped by $1,430,470. However, this decrease was partly offsetincreased by a$469,787 $471,979for increasethe inyear ourended otherDecember consultation31, services.2025. Our planned expansion will place significant demands on us to maintain the quality of our consulting services to ensure that our brand does not suffer as a result of any deviations, whether actual or perceived, in the quality of our services. In order to manage and support our growth, we must continue to improve our existing operational and administrative systems and our quality control, and recruit, train and retain additional qualified qualified professionals as well as other administrative and sales and marketing personnel. We may not be able to effectively and efficiently manage manage the growth of our operations, recruit and retain qualified personnel and integrate new expansion into our operations. As a result, our our quality of service may deteriorate and our results of operations or profitability could be adversely affected.

According to PRC laws, some businesses are not allowed to be operated by the companies whose ownership is not a Chinese company. We are a US company registered in Nevada. Each company in our organization chart is a subsidiary. The legality and effectiveness of this control method are accorded with PRC laws and regulations. On OctoberDecember 26,15, 2022,2025, China’sthe National Development and Reform Commission (NDRC) and the Ministry of Commerce (MOFCOM) issued the 20222025 edition of the CatalogueEncouraging of Encouraged Industries for Foreign Investment (“FI encouraged catalogue”).Catalog. According to the FIEncouraging encouraged catalogue, Catalog, Article 8,9, Section 449,527, foreign investment on the business of consulting services is encouraged. However, we are uncertain that the laws will remain to allow foreign owned Chinese companies to engage in consultancy services business.

In addition, the use and handling of this information is regulated by evolving and increasingly demanding laws and regulations. The PRC government has focused increasingly on regulation in the areas of information security and protection, including the implementation of the PRC Cybersecurity Law since June 2017, which was revised on October 28, 2025 and came into effect on January 1, 2026including by implementing the PRC Cybersecurity Law effective June 1, 2017, which imposes tightened requirements on data privacy and cybersecurity practices. The application of the cybersecurity law in certain circumstances may change from time to time. In addition, the PRC Data Security Law, which took effect on September 1, 2021, imposes data security and privacy obligations on entities and individuals carrying out data activities (including activities outside of the PRC), requires a national security review of data activities that may affect national security, and imposes restrictions on data transmissions. Furthermore, the PRC Personal Information Protection Law, which took effect on November 1, 2021, sets out the regulatory framework for handling and protection of personal information and transmission of personal information. Measures for Cybersecurity Review (2021), which took effect on February 15, 2022, require critical information infrastructure operators procuring network products and services and online platform operators carrying out data processing activities, which affect or may affect national security, to conduct a cybersecurity review pursuant to the provisions therein. The Measures for Security Assessment for Outbound Data Transfer, which took effect on September 1, 2022, mandate mandatory government security review by the CAC in advance of certain cross-border data transfer activities.

As of the date of this Annual Report, we are in compliance with PRC laws and regulations with respect to data security in all material aspects, (i) we have implemented comprehensive internal policies and measures on protection of cyber security, data privacy and personal information as listed above; (ii) there had been no material incident of data or personal information leakage, infringement of data protection and privacy laws and regulations or investigation or other legal proceeding, pending or threatened against us initiated by competent government authorities or third parties, that will materially and adversely affect our business; (iii) we have not received any investigation, notice, warning, penalty or sanction from applicable government authorities (including the CAC) with regard to our business operations concerning any issues related to cybersecurity and data security; (iv) we have not been involved in any suits, judicial review, enquiry,inquiry, or other legal proceedings initiated by applicable governmental authorities in relation to any violation of applicable regulations or policies that have been issued by the CAC; (v) our PRC subsidiary’s business operations do not involve any Critical Information Infrastructure, and neither we nor the PRC subsidiary has received any notification from applicable PRC governmental authorities indicating that any of the PRC subsidiary’s products or services is determined as the Critical Information Infrastructure.

Since the Company’s common stock is traded on the OTC Pink Sheets,OTCQB, an active, liquid trading market for the Company’s common stock may not develop or be sustained. If and when an active market develops the price of the Company’s common stock may be volatile.

Presently, the Company’s common stock is traded on the Over-The-Counter (“OTC”) Pink Sheets.OTOCQB. Presently there is limited trading in the Company’s stock and in the absence of an active trading market investors may have difficulty buying and selling or obtaining market quotations, market visibility for shares of the Company’s common stock may be limited, and a lack of visibility for shares of the Company’s common stock may have a depressive effect on the market price for shares of its common stock.

Trading in stocks quoted on the OTC Pink SheetsOTCQB is often thin and characterized by wide fluctuations in trading prices, due to many factors that may have little to do with our operations or business prospects. The securities market has from time to time experienced significant price and volume fluctuations that are not related to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of shares of the Company’s common stock. Moreover, the OTC Pink SheetsOTCQB is not a stock exchange, and trading of securities is often more sporadic than the trading of securities listed on a quotation system like Nasdaq or a national stock exchange like the NYSE. Accordingly, stockholders may have difficulty reselling any shares of common stock.

The Company’s common stock currently trades on the OTC Pink SheetsOTCQB under the symbol “EUBG” and currently there is minimal trading in the Company’s common stock. There can be no assurance as to the liquidity of any markets that may develop for the Company’s common stock, the ability of holders of the Company’s common stock to sell the Company’s common stock, or the prices at which holders may be able to sell the Company’s common stock. Further, many brokerage firms will not process transactions involving low price stocks, especially those that come within the definition of a “penny stock.” If we cease to be quoted, holders of the Company’s common stock may find it more difficult to dispose of, or to obtain accurate quotations as to the market value of the Company’s common stock, and the market value of the Company’s common stock would likely decline.

We are will be subject to the penny stock rules, which will make shares of the Company’s common stock more difficult to sell.

EUBG is a holding company for its operating subsidiaries that provide marketing consultancy services and sourcing and marketing services 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.

Cost of revenue for the year ended December 31, 20242025 was $687,161, $667,721, which represented ana increaseslight decrease of $212,593$19,440 or 44.8%2.8% as compared to the prior year. The increasedecrease in cost of revenue is mainlyprimarily due to the introductioncompletion of a newconsultation service with a service provider andon theMarch 31, 2025, which has not recurred. The decrease was partially offset by an increase ofin laborpayroll costs.for direct staff.

As aProfit result of the above, the gross profit was $4,587,334margin for the year ended December 31, 2025 2024,was 88.3%, which representedrepresents a decreaseslight increase of $1,177,024 or 20.4%1.3% as compared to the prior year.

During the year ended December 31, 2024,2025, we incurred $2,067,539 $2,005,717in selling, general and administrative expenses, which represented ana slight increase of $105,129$61,822 or 5.5%3.1% as compared to the prior year. Our selling, general and administrative expenses consisted mainly of audit fees, professional fees, payroll expenses and consultancy fees.

During the year ended December 31, 2024,2025, we recorded net total other income of $222,336,$338,532, which represented a difference of $150,277$116,196 or 208.5%52.3% as compared to the prior year. Our net other income mainly consisted of bank interest income, exchange rate differences and sundry income. The difference is primarily attributedattributable to the unrealized increase in sundry income from a trademark licensing to a customer, which was partially offset by an unrealized exchange lossgain of $160,058$223,288 resulting from the depreciationappreciation of the RMB against the HKD.

During the year ended December 31, 2024,2025, we incurred income tax expense of $1,316,323,$1,381,112, which represented aan decreaseincrease of $337,147$64,789 or 20.4%4.9% as compared to 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 year ended December 31, 2024,2025, our income tax expenses comprised of current tax expenses and deferred tax expensesexpense of $941,762$1,153,100 and $374,561, $228,012, respectively, compared to current tax expenses and deferred tax expenses of $1,271,400$941,762 and $382,070$374,561 for the prior year.

Net cash generated from operating activities for the year ended December 31, 20242025 was $1,360,532,$2,520,315, which represented aan decreaseincrease of $964,590 $1,159,783 or 41.5%85.2% as compared to the prior year. The decreaseincrease of operating cash flows mainly resulted from a combination of below operating activities changes:

Net income was $1,487,630$1,905,145 for the year ended December 31, 2024,2025, as compared to $2,282,359$1,487,630 forin the yearprior ended December 31, 2023.year. The decrease increase of net income of $794,729$417,515 or 34.8%28.1% was primarily due to a the$469,787 decreaseincrease in revenueour attributedconsultancy services related to our consultation services in connection with afacilitating client engagedproduct in live streaming business which dropped by $1,430,470 in the current year.sales.

Cash inflow arising from deferred tax adjustment outflow of other receivables and prepayments was $172,751$24,006 for the year ended December 31, 2024,2025, as compared to cash inflow of $98$94,675 for in the yearprior ended December 31, 2023.year. The change in cash flowchanges of $172,849deferred tax was primarilymajorly dueattributed to otherreversal receivables from aof trademark licensing toincome arecognition customer.with amount of $72,991.

Cash outflow inflow of tax payables was $221,146$397,072 for the year ended December 31, 2024,2025, as compared to cash inflowoutflow of $245,574$221,146 for the yearprior ended December 31, 2023.year. 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 year. For the year ended December 31, 2024, 2025, the income tax provision was $941,762$1,153,100 less than the income tax paid of $1,162,908, leading to the cash outflow of $221,146. Conversely, for the year ended December 31, 2023, the income tax provision was $1,271,400and exceeded the income tax paid of $1,025,826,$756,028, resultingleading to the cash inflow of $245,574.$397,072. For the prior year, the income tax provision was $941,762, less than the income tax paid of $1,162,908, resulting the cash outflow of $221,146.

No cash movement of investing activities was resulted for the year ended December 31, 2024. The cash used in investing activities for the year ended December 31, 2023 2025 was due to purchase of property, plant and equipment.equipment of $117,423.

No cash movement of financing activities was resulted for the year ended December 31, 2025. The cash used in financing activities for the year ended December 31, 2024 was due to dividends paid of $2,211,536 to the shareholders. The cash used in financing activities for the year ended December 31, 2023 was due to repayment to a director for the amount advanced by a director.

EUBG 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 subsidiary in China. Our current principal business activities are providing consulting services and marketing services in China through our PRC subsidiary with support from our HK subsidiary.subsidiaries. Our PRC subsidiary provides services aimed at connecting businesses with e-commerce platforms.

On February 10, 2026, we, through our wholly-owned Hong Kong subsidiary, Entrepreneurship World Technology Holding Group Company Limited, acquired 100% of the equity interests in Heng Ying International Investment Limited, a company incorporated under laws of Hong Kong (“Heng Ying”) for an aggregate purchase price of approximately HK$350,000. Heng Ying holds a Hong Kong Money Lenders License, which permits the Company Company to engage in commercial lending activities, including the provision of secured and unsecured personal and business loans. The Company has submitted routine renewal application, which is currently pending review and renewal approval. The Company executed this acquisition to establish a foundation for its planned entry into the financial technology (fintech) sector. AtHaving present,successfully Hengcompleted Ying hasthe noroutine activelicense operations,renewal holdsin noJune equity2026, investmentsthe or subsidiaries, andCompany has noprogressively materialcommenced contingentits liabilities,business operations. external guarantees,Moving orforward, pending litigation. Managementmanagement is incontinuing theto process of developingdevelop a comprehensive business plan and intends to commence operationsexpand followingits thebusiness anticipated renewal of the Heng Ying’s Money Lenders License, which is expected to be completed in June 2026.operations.

Results of Operations for the three months ended MarchJune 31,30, 2026 as compared to the three months ended MarchJune 31,30, 2025

The following table represents our unaudited condensed consolidated statement of operations for the three months ended MarchJune 31,30, 2026 and 2025.

During the three months ended MarchJune 31,30, 2026, we generated revenue of $737,844,$746,113, which represents a decrease of $224,110$396,993 or 23.3%34.7% as compared to the same period in the prior year. The decrease was mainly attributed to a $135,032$258,847 drop in our consultancy services related to facilitating client product sales, as well as a $140,605$211,303 decline in consultancy services for a client engaged in the livestream performer training consultancy services.services, mainly due to contracting demand and strategic adjustments. These decreases were partially offset by revenue generated from our new digital marketing services, which contributed $28,001$43,599 for the three months ended MarchJune 31,30, 2026.

Cost of revenue for the three months ended MarchJune 31,30, 2026 was $143,854,$147,628, which represented aan decreaseincrease of $28,417$13,198 or 16.5%9.8% as compared to the same period in the prior year. The decreaseincrease in cost of revenue is primarily due to the completionincrease ofin apayroll consultationfor servicethe withdirect a service provider on March 31, 2025, which had not recurred.staff.

Profit margin for the three months ended MarchJune 31,30, 2026 was 80.5%,80.2%, which represents a decrease of 1.6%8.0% as compared with the same period in the prior year.

As a result of the above, the gross profit was $593,990$598,485 for the three months ended MarchJune 31,30, 2026, which represented a decrease of $195,693$410,191 or 24.8%40.7% as compared to the same period in the prior year.

During the three months ended MarchJune 31,30, 2026, we incurred $590,298$572,639 in selling, general and administrative expenses, which represented an increase of $129,190$110,649 or or 28.0%24.0% as compared to the same period in the prior year. The increase was primarily attributable to salary increase for management and increased amortization of operating leases associated with the company’s new lease agreement in Hong Kong.

During the three months ended MarchJune 31,30, 2026, we recorded net other income of $216,991,$63,813, which represented ana increasedecrease of $165,520$93,859 or 321.6%59.5% as compared to the same same period in the prior year. Our net other income mainly consisted of bank interest income, exchange rate differences and sundry income. The increasedecrease is primarily attributed to unrealized exchange gain increasedecrease of $91,632$33,872 resultingdriven fromby thea smaller appreciation of the RMB against the HKD during the three months ended June 30, 2026 and sundry income increasedecrease of $73,228$57,391 generatedresulted from lower trademark income and non-core facilitation services.income.

During the three months ended MarchJune 31,30, 2026, we incurred income tax expense of $142,804,$124,154, which represented a decrease of $53,757$157,352 or 27.3%55.9% 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 MarchJune 31,30, 2026, our income tax expenses comprised of current tax expenses and deferred tax expense of $108,198$101,977 and $34,606,$22,177, respectively, compared to current tax expenses and deferred tax benefitexpense of $211,282$216,412 and $14,721$65,094 for the same period in the prior year.

As a result of the above, we generated a net income of $77,879$43,384 and $183,485$606,337 for the threesix months ended MarchJune 31,30, 2026 and 2025, respectively.

Net cash used in operating activities for the threesix months ended MarchJune 31,30, 2026 was $320,552,$277,108, which represented a difference of $745,003$942,121 or 175.5%141.7% as compared to the same period in the the prior year. The decrease of operating cash flows mainly resulted from a combination of below operating activities changes.

Net income was $77,879$43,384 for the threesix months ended June March 31,30, 2026, as compared to $183,485$606,337 for the same period in the prior year. This was driven by a combined $275,637$745,787 drop in consultancy revenue from product sales and livestream training.training, mainly due to contracting demand and strategic adjustments. Additionally, selling, general and administrative expenses rose by $129,190$239,839 due to management salary increase and new Hong Kong lease amortization. These losses were partially offset by $28,001$71,600 in revenue from new digital marketing, $91,632$57,760 increase of unrealized exchange gain resulting from the appreciation of the RMB against the HKD and $73,228$15,837 increase in sundry income generated from trademark income and non-core facilitation services.

Cash outflowinflow arising from deferred tax adjustment was $176,203$69,468 for the threesix months ended MarchJune 31,30, 2026, as compared to cash outflow of $13,133$153,949 as compared to the same period in the prior year. This increasedifference was primarily drivendue to no dividend being declared by our PRC subsidiary during the six months ended June 30, 2026, whereas a dividend declarationwas declared from our PRC subsidiary,subsidiary whichduring the six months ended June 30, 2025, triggered the release of deferred tax liabilities recognized in previousprior periods.period.

Cash outflow of other receivables and prepayments was $1,521$132,840 for the threesix months ended MarchJune 31,30, 2026, as compared to cash inflow of $157,151$188,759 for the same period in the prior year. During the current period, prepaymentsthe werePRC recognizedsubsidiary systematically,prepaid a withholding tax of $109,238 for a planned dividend distribution to its immediate holding company, which was subsequently cancelled due to internal funding management purpose, resulting in a stabilized impact onsignificant cash flow.outflow. In contrast, the higher inflow in the prior year was driven by the recognition of substantial prepayments and the collection of outstanding receivables.

Net cash outflow of tax payables was $201,330$432,369 for the threesix months ended MarchJune 31,30, 2026, as compared to cash inflow of $102,818$104,197 for the same period in the prior year. 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 year. For the threesix months ended MarchJune 31,30, 2026, the net cash outflow of $201,330$432,369 resulted from the income tax payment of $526,084$642,544 exceeding the combined effect of the $108,198 income tax provision andof the $216,556 withholding tax payable arising from dividend distribution.$210,175. For the same period in the prior year, the income tax provision was $211,282,$427,694, less than the income tax paid of $108,464,$323,497, resulting the net cash inflow of $102,818.$104,197.

Cash used in investing activity for the threesix months ended MarchJune 31, 30, 2026 was $92,605.$131,241. The cash used in investing activities for the three six months ended MarchJune 31,30, 2026 was due to purchase of property, plant and equipment of $43,304 and$43,688; the cash outflow of $49,301 used in acquisition of a subsidiary.subsidiary and the cash outflow of $38,252 used in the provision of loans to third parties. No cash flows of investing activities were were recorded for the threesix months ended MarchJune 31,30, 2025.

We had the following contractual obligations and commercial commitments as of MarchJune 31,30, 2026:

As of MarchJune 31,30, 2026 and December 31, 2025, 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.