Statement of Beneficial Ownership (sc 13d)
02 Septiembre 2021 - 5:04AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. )*
ENTREPRENEUR
UNIVERSE BRIGHT GROUP
(Name
of Issuer)
Common
Stock, $0.0001 par value
(Title
of Class of Securities)
29385N103
(CUSIP
Number)
Charles
Law
Law
and Law
2483
Old Middlefield Way, Suite 206
Mountain
View, CA 94043
650-965-5502
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
September
1, 2021
(Date
of Event Which Requires Filing of This Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.
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*
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The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover
page.
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CUSIP
No. 29385N103
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13D
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Page
1 of 4 pages
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1
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Names
of Reporting Persons
TETHYS
FOUNTAIN LIMITED
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2
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Check
the Appropriate Box if a Member of a Group
(a)☐ (b)☐
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3
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SEC
Use Only
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4
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Source
of Funds (See Instructions)
SC
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5
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Check
if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐
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6
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Citizenship
or Place of Organization
British
Virgin Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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Sole Voting Power
1,030,916,276
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8
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Shared Voting Power
0
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9
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Sole Dispositive Power
1,030,916,276
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10
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Shared Dispositive Power
0
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11
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Aggregate
Amount Beneficially Owned by Each Reporting Person
1,030,916,276
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12
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
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13
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Percent
of Class Represented by Amount in Row (11)
60.6%
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14
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Type
of Reporting Person
HC
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CUSIP
No. 29385N103
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13D
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Page
2 of 4 pages
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Item 1.
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Security
and Issuer.
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This
statement on Schedule 13D (the “Schedule 13D”) relates to the shares of Common Stock, par value $0.0001 per share (the “Common
Stock”), of Entrepreneur Universe Bright Group, a Nevada corporation (the “Issuer”), whose principal executive office
is located at No. 170, Weiyang Road, Suite 907, Saigao City Plaza Building 2, Xi’an, China.
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Item 2.
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Identity
and Background.
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The
Schedule 13D is being filed by Tethys Fountain Limited.
Tethys
Fountain Limited is organized under the laws of the British Virgin Island. The sole shareholder of Tethys Fountain Limited is Mr. Guolin
Tao, who is a citizen of the People’s Republic of China. The principal business address of the Reporting Persons is Vistra Corporate
Services Center, Wickhams Cay II, Road Town, Tortola, VG 1110, British Virgin Island.
Tethys
Fountain Limited is principally engaged in the business of managing its investments in the securities of the Issuer.
During
the last five years, the Reporting Person neither (i) has been convicted in any criminal proceeding (excluding traffic violations
or similar misdemeanors) nor (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
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Item 3.
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Source
and Amount of Funds or Other Consideration.
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On
May 15, 2019, Tethys Fountain Limited acquired 1,030,916,276 shares of Common Stock of the Issuer from MXD, Inc. The funds for the purchase
of the Shares came from the private investment funds managed and owned by Mr. Tao, over which the Reporting Person, through its roles
described above in Item 2(c), exercise investment discretion.No borrowed funds were used to purchase the Shares, other than
borrowed funds made by Mr. Tao to the Reporting Person.
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CUSIP
No. 29385N103
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13D
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Page
3 of 4 pages
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Item 4.
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Purpose
of Transaction.
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General
The
Reporting Person hold the securities described in this Schedule 13D for investment purposes and intend to review the investments in the
Issuer on a continuing basis. Any actions the Reporting Persons might undertake may be made at any time and from time to time without
prior notice and will be dependent upon the Reporting Person’s review of numerous factors, including, but not limited to: an ongoing
evaluation of the Issuer’s business, financial condition, operations and prospects; price levels of the Issuer’s securities;
general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and
other future developments.
The
Reporting Person, subject to certain provisions of the law, may acquire additional securities of the Issuer, or retain or sell all or
a portion of the securities then held, in the open market or in privately negotiated transactions. In addition, the Reporting Person
may engage in discussions with management, the board of directors, and stockholders of the Issuer and other relevant parties or encourage,
cause or seek to cause the Issuer or such persons to consider or explore extraordinary corporate transactions, such as: a merger, reorganization
or take-private transaction that could result in the de-listing or de-registration of the Common Stock; sales or
acquisitions of assets or businesses; changes to the capitalization or dividend policy of the Issuer; or other material changes to the
Issuer’s business or corporate structure, including changes in management or the composition of the board of directors.
Other
than as described above, the Reporting Person do not currently have any plans or proposals that relate to, or would result in, any of
the matters listed in Items 4(a)–(j) of Schedule 13D, although, depending on the factors discussed herein, the Reporting Person
may change its purpose or formulate different plans or proposals with respect thereto at any time.
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Item 5.
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Interest
in Securities of the Issuer.
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(a)
- (e)
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As
of the date hereof, Mr. Tao may be deemed to be the beneficial owner of 1,030,916,276 Shares,
constituting 60.6% of the Shares, based upon 1,701,181,423* Shares outstanding.
Tao
has the sole power to vote or direct the vote of 1,030,916,276 Shares; has the shared power to vote or direct the vote of 0 Shares;
has the sole power to dispose or direct the disposition of 1,030,916,276 Shares; and has the shared power to dispose or direct the
disposition of 0 Shares.
The
Reporting Person did not engage in any transaction in the Shares during the past sixty days.
*This
outstanding Shares figure reflects the number of outstanding Shares as reported in the Form 424B4 filed by the Issuer on September
1, 2021.
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Item 6.
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Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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The
Reporting Person do not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect
to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning
the transfer or voting of such securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees
of profits, division of profits or losses, or the giving or withholding of proxies.
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Item 7.
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Materials
to be Filed as Exhibits
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None
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CUSIP
No. 29385N103
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13D
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Page
4 of 4 pages
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SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Date:
August 31, 2021
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Tethys
Fountain Limited
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By:
Guolin Tao
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By:
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/s/
Guolin Tao
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Name:
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Guolin
Tao
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Title:
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CEO
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*
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This reporting person disclaims beneficial ownership of these
reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that any
such person is the beneficial owner of these securities for purposes of Section 16 of the U.S. Securities Exchange Act of 1934, as amended,
or for any other purpose.
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Attention:
Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 10001).
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