EUBG

MKT CAP $42.8MP/E 25.2DIV YIELD —FCF YIELD —REV TTM $5.1M +4.3%NET INCOME $1.3M −2.2%NET CASH $7.6M52W 0.20 – 1.53SEC XBRL · TTM TO Invalid Date

How EUBG rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025

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Risk Factors— Risks associated with doing business in China — The PRC government has the ability to exert substantial supervision over any offering or listing of securities conducted overseas and/or foreign investment in China-based issuers, and, as a result, may limit or completely hinder our ability to offer or continue to offer securities to investors, and may cause the value of such securities to significantly decline or be worthless.” ii As of the date of this Annual Report, our operating subsidiaries have not been involved in any investigations on cybersecurity review initiated by the CAC based on the Measures for Cybersecurity Review (2021) and the Network Data Regulation, and we have not received any inquiry, notice, warning, sanctions in such respect or any regulatory objections to the registration of our shares of common stock with the Securities and Exchange Commission (“SEC”).
In addition, any uncertainties and/or negative publicity regarding such requirements could have a material adverse effect on the trading price of our securities.
We and our subsidiaries are currently not required to obtain permission from any of the PRC authorities to operate its principal business.
However, if we need to provide data to offshore institutions or individuals in the future and fall into the situations which should apply for the security assessment, we might not pass the security assessment. iii EUBG is permitted to transfer cash as a loan and/or capital contribution to the HK subsidiary for its operations and the HK subsidiary is permitted to transfer cash as a loan and/or capital contribution to the PRC subsidiary for capital investment and company operations.
As of the date of this Annual Report, our PRC subsidiary has distributed $14.8 million (net of withholding tax at $1.6 million charged at a rate of 10% of the declared dividend) to its holding parent, which is our HK subsidiary.
Except as otherwise specifically indicated, all information in this Annual Report on Form 10-K has been retroactively adjusted to give effect to a 1-for-10 reverse stock split that was effective on February 25, 2026. iv SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This following information specifies certain forward-looking statements of management of our Company.
Additionally, the following discussion regarding our financial condition and results of operations should be read in conjunction with the financial statements and related notes included in this Annual Report. v PART I Item 1.
(“XTC”), one of our shareholders, petitioned the Eight Judicial District Court in Clark County, Nevada (the “Court”), for appointment as custodian of the Company.
On February 10, 2026, we, through our wholly-owned Hong Kong subsidiary, Entrepreneurship World Technology Holding Group 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 lender license, which is currently pending routine renewal in April 2026.
The Company executed this acquisition to establish a foundation for its planned entry into the financial technology (fintech) sector.
At present, Heng Ying has no active operations, holds no equity investments or subsidiaries, and has no material contingent liabilities, external guarantees, or pending litigation.
Management is in the process of developing a comprehensive business plan and intend to commence operations following the anticipated renewal of the Heng Ying’s money lender license in April 2026.
In December 2025, the Board of Directors approved a reverse stock split of the Company’s authorized and issued and outstanding shares of common stock, par value $0.0001 per share (“Common Stock”) at a ratio of 1-for-10 (the “Reverse Stock Split”), pursuant to Section 78.207 of the Nevada Revised Statutes (“NRS”) and the Company’s currently effective Articles of Incorporation, which do not require stockholder approval for such action.
On February 19, 2026, the Company filed with the Secretary of State of the State of Nevada the Certificate of Change (the “Certificate of Change”) to effect the Reverse Stock Split.
The Reverse Stock Split became effective as of 12:01 a.m., Eastern Time, on February 25, 2026, and the Company’s Common Stock continues to trade on the OTC Markets Inc. on a split-adjusted basis when the market opens on February 25, 2026.
In addition, on February 10, 2026, we, through our wholly-owned Hong Kong subsidiary, acquired 100% of the equity interests in Heng Ying International Investment Limited, a company incorporated under laws of Hong Kong (“Heng Ying”).
Hang Ying was incorporated on March 29, 2019 with HK$1 as its registered capital.
As of December 31, 2025 and 2024, total undistributed profits of the Company’s PRC subsidiary were $3,385,777 and $2,186,663, respectively.
We have recognized deferred tax liabilities of $338,578 and $218,666, respectively, in respect of the undistributed profits.
The Cash Management Policy covers cash, bank deposits and other monetary funds owned by EUBG, the PRC subsidiary and Hong Kong subsidiary and includes procedures on receiving funds, depositing funds, transferring funds and proper documentation and recording of cash.
We adopted the Cash Management Policy in order to provide a process and guidance on collecting, accounting for, and safeguarding all cash and cash equivalents of our company, the PRC subsidiary and Hong Kong subsidiary, including 1) checking the latest regulation requirements between US, China and Hong Kong; and 2) seeking approval from EUBG’s chief executive officer in order to transfer funds between our company, the PRC subsidiary and Hong Kong subsidiary.
These risks are discussed more fully in the section titled “Risk Factors” beginning on page 32 of this Annual Report.
See “Risk Factors – Risks Related to the Market for the Company’s Common Stock - Since the Company’s common stock is traded on the OTCQB, an active, liquid trading market for the Company’s common stock may not develop or be sustained.
Our current principal business activities are providing consulting services and marketing services in China through our PRC subsidiary with support from our HK subsidiary.
As of December 31, 2025, we had 26 full-time employees.
We anticipate adding approximately 3 additional employees in 2026 to our Customer Services Department and Sales and Marketing Department.
Except for the eight (8) trademarks owned by the PRC subsidiary, we do not own or control any intellectual property rights, such as patents, franchise or concessions, except the trademarks owned by the PRC Subsidiary.
Digital Marketing Consulting: Our PRC subsidiary provides a full range of services (include consultancy and digital marketing services) to assist our clients and customers in selling their products.
Through our PRC subsidiary’s prior working relationship with Xi’an CNT and our extensive experience with the Platform, we are able to provide our customers with customized service and seamless integration of our customers’ APP to the Platform and assisting them in achieving a specific business objective (e.g. facilitating product sales, course enrollments, and private car sales and delivery).
For the livestream performer training consultancy, the service was structured under performance-based arrangements in 2024, under which the Company was entitled to a fixed rate on revenue generated by the client upon client acceptance, with the objective of enhancing livestream performers’ performance and profitability.
In 2025, we changed the settlement method to a per-head basis calculated on the number of participating performers, and revenue is recognized over time as the Company provides ongoing services including monthly training materials, daily Q&A support, and core group coaching.
In addition, we have launched a new digital commerce empowerment service, under which we provide designated empowerment personnel and related coordination support to help the client enhance its digital commerce image and capabilities.
Unlike the performance-based fee structure described above, this service is charged at a fixed monthly fee, regardless of the number of participants or the revenue generated from related activities.
Revenue is recognized over time as the services are performed, typically on a straight-line basis over the contract month.
This service complements the digital marketing consulting offering by providing additional brand exposure and engagement opportunities for the client.
For the years ended December 31, 2025 and 2024, we derived services revenues of $2,542,999 and $5,222,370, respectively, through the APP platform, represented 44.7% and 99.0% of our total revenue.
Our operations for the year ended December 31, 2025 depended on one major customer For the year ended December 31, 2025, the customer for our PRC subsidiary that constitutes a greater-than ten percent (10%) contribution to net revenues is Zhongchuang Boli Technology Holdings Co., Ltd (55%) who is a marketplace operator conducting consultancy service with our PRC subsidiary.
The aggregate distributable retained earnings for our PRC subsidiary as determined under the Accounting Standards for Business Enterprise were RMB24.5 million and RMB14.7 million as of December 31, 2025 and 2024, respectively.
The restricted amounts of our PRC subsidiary totaled RMB457,499 (US$65,911) as of December 31, 2025 and 2024, respectively.

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Gone since FY2024

Risk Factors— Risks associated with doing business in China — The PRC government has the ability to exert substantial supervision over any offering or listing of securities conducted overseas and/or foreign investment in China-based issuers, and, as a result, may limit or completely hinder our ability to offer or continue to offer securities to investors, and may cause the value of such securities to significantly decline or be worthless.” As of the date of this Annual Report, our operating subsidiaries have not been involved in any investigations on cybersecurity review initiated by the CAC based on the Measures for Cybersecurity Review (2021) and the Network Data Regulation, and we have not received any inquiry, notice, warning, sanctions in such respect or any regulatory objections to the registration of our shares of common stock with the Securities and Exchange Commission (“SEC”).
In addition, any uncertainties and/or negative publicity regarding such requirements could have a material adverse effect on the trading price of our securities. iii We and our subsidiaries are currently not required to obtain permission from any of the PRC authorities to operate its principal business.
However, if we need to provide data to offshore institutions or individuals in the future and fall into the situations which should apply for the security assessment, we might not pass the security assessment. iv EUBG is permitted to transfer cash as a loan and/or capital contribution to the HK subsidiary for its operations and the HK subsidiary is permitted to transfer cash as a loan and/or capital contribution to the PRC subsidiary for capital investment and company operations.
As of the date of this Annual Report, our PRC subsidiary has distributed $12.4 million (net of withholding tax at $1.4 million charged at a rate of 10% of the declared dividend) to its holding parent, which is our HK subsidiary.
EUBG does not have a cash management policy. v SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This following information specifies certain forward-looking statements of management of our Company.
Additionally, the following discussion regarding our financial condition and results of operations should be read in conjunction with the financial statements and related notes included in this Annual Report. vi PART I Item 1.
Lonestar Group Holdings Company was a voluntary filer and filed a Form 15 with the Securities and Exchange Commission (“SEC”) on August 20, 2007.
(“XTC”), one of EUBG’s shareholders, petitioned the Eight Judicial District Court in Clark County, Nevada (the “Court”), for appointment as custodian of the Company.
Since the Form 15 filing on August 20, 2007, and prior to the Custodianship, the Company’s management believes that it was inactive with no business operations.
In December 2018, XTC filed a Certificate of Revival for a revival of its charter, effective December 13, 2018, with the Nevada Secretary of State.
(“MXD”) to revive the Company and to get current.
MXD is a private company incorporated in the State of Colorado.
As the president of XTC is also the president of MXD, the Company considered that the XTC and MXD are under common control.
XTC and MXD performed the following actions in its capacity as custodian: ● Funded all expenses of the Company including paying off all outstanding liabilities discovered; ● Brought the Company back in compliance with the Nevada Secretary of State, resident agent, transfer agent, OTC Markets Group; ● Brought in and paid for accounting professionals as well as securities counsel.
On December 18, 2018, the Company formed REE International, Inc.
On December 21, 2018, the Company entered into an Agreement for Divestiture of Assets to Subsidiary with REE-CO, where all of the Company’s assets, liabilities, and business were transferred to REE-CO. in exchange for 1,000 shares of REE-CO, and the Company became the parent company of REE-CO.
Since then, the Company has no assets, liabilities and business.
On December 28, 2018, the Company entered into a Sale and Purchase Agreement (the “SPA”) with XTC to transfer 1,000 common shares of REE-CO to XTC at nil cash consideration (with XTC assuming all of the obligations and liabilities of REE-CO).
Pursuant to the SPA, all the assets and liabilities previously reported in the Company’s financial statements were acquired by XTC and all the continuing obligations assumed were taken up by XTC.
Since the closing of the SPA, REE-CO ceased to be a subsidiary of the Company on the same date., and the Company no longer had any assets, liabilities and business.
In consideration of the payments made to revive the Company and get current by the XTC and MXD, the Company issued 1,000,000 shares of Series A Preferred Stock to MXD on December 11, 2018 and issued 50,000 shares of Series B Preferred Stock to XTC on February 27, 2019, respectively.
On March 5, 2019, the total authorized common stock of the Company was increased to 1,800,000,000.
On May 15, 2019, 1,590,605,141 shares of the common stock was issued to MXD as consideration for its services to revive the Company and get current.
On the same date, MXD and XTC agreed to voluntarily retire 1,000,000 Series A Preferred Stock and 50,000 shares of Series B Preferred Stock, respectively (the “Issuance”).
Immediately after the Issuance, MXD entered into certain Sale and Purchase Agreements, dated May 15, 2019 (the “Stock Purchase Agreements”), with Tethys Fountain Limited, New Finance Consultants Limited, Jia Wang, Jianyong Li, Haijun Jiang, Xuebin Wu and Fanfan Chen (collectively, the “Purchasers”), to transfer all its 1,590,605,141 shares of common stock of the Company to the Purchasers in exchange for an aggregate purchase price of $135,000.
Upon the closing of the Stock Purchase Agreements, the Purchasers collectively owned 93.5% of the issued and outstanding shares of the Company’s common stock, and Tethys Fountain Limited became the controlling shareholder of the Company.
As of December 31, 2024 and December 31, 2023, total undistributed profits of the Company’s PRC subsidiary were $2,186,663 and $2,002,008, respectively.
We have recognized deferred tax liabilities of $218,666 and $200,201, respectively, in respect of the undistributed profits.
These risks are discussed more fully in the section titled “Risk Factors” beginning on page 34 of this Annual Report.
See “Risk Factors – Risks Related to the Market for the Company’s Common Stock - Since the Company’s common stock is traded on the OTC Pink Sheets, an active, liquid trading market for the Company’s common stock may not develop or be sustained.
For more details for the withholding tax paid, see our audited consolidated financial statements for the year ended December 31, 2024 and 2023.
Our current principal business activities are providing consulting services and sourcing and marketing services in China through our PRC subsidiary with support from our HK subsidiary.
Historically, we offered offer key opinion leader (KOL) related training services aimed to help our customers become a certified livestream sales talents.
However, as of March 2022, we no longer offer KOL related training services due to changes in government policies and regulations.
As of December 31, 2024, we had 20 full-time employees.
We anticipate adding approximately 3 additional employees in 2025 to our Customer Services Department and Sales and Marketing Department.
Except for the nine (9) trademarks owned by the PRC subsidiary, we do not own or control any intellectual property rights, such as patents, franchise or concessions, except the trademarks owned by the PRC Subsidiary.
We do not need any government approvals of principal services.
Our main service is marketing consultancy, which focuses on digital marketing consulting.
Digital Marketing Consulting: Our PRC subsidiary provides a full range of services (include consultancy, sourcing and marketing services) to assist our clients and customers in selling their products.

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Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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