United States securities and exchange commission logo





                              June 11, 2024

       George Athanasiadis
       Chief Executive Officer
       Eco Bright Future, Inc.
       World Trade Center El Salvador
       Calle El Mirador; 87 Ave Norte
       San Salvador, El Salvador

                                                        Re: Eco Bright Future,
Inc.
                                                            Registration
Statement on Form 10
                                                            Filed May 16, 2024
                                                            File No. 000-56658

       Dear George Athanasiadis:

                                                        We have reviewed your
filing and have the following comments.

              Please respond to this letter within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe a
       comment applies to your facts and circumstances, please tell us why in
your response.

             After reviewing your response and any amendment you may file in
response to this letter,
       we may have additional comments.

       Registration Statement on Form 10

       General

   1.                                                   We note that you are
voluntarily registering your common stock under Section 12(g) of
                                                        the Securities Exchange
Act of 1934. Please note that the Form 10 goes effective
                                                        automatically by lapse
of time 60 days after the original filing date. If our comments are
                                                        not addressed within
this 60-day time period, you may consider withdrawing the Form 10
                                                        prior to effectiveness
and refile a new Form 10 including changes responsive to our
                                                        comments. If you choose
not to withdraw, you will be subject to the reporting
                                                        requirements under
Section 13(a) of the Securities Exchange Act of 1934. In addition, we
                                                        will continue to review
your filing until all of our comments have been addressed.
   2.                                                   Please revise to
disclose whether you offer or intend to offer any of your services and
                                                        products in the U.S. or
to U.S. persons, and please revise to include disclosure regarding
                                                        the policies and
procedures you have in place to determine whether the crypto assets and
 George Athanasiadis
FirstName
Eco Bright LastNameGeorge Athanasiadis
           Future, Inc.
Comapany
June       NameEco Bright Future, Inc.
     11, 2024
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FirstName LastName
         crypto-asset related services and products you offer or intend to
offer are not "securities"
         within the meaning of Section 2(a)(1) of the Securities Act such that
you are not
         facilitating or engaging in transactions in unregistered securities.
3.       Please include a risk factor that discusses the risks and limitation
of your internal policies
         and procedures to determine whether the crypto assets and crypto-asset
related services
         and products you offer or intend to offer are    securities    within
the meaning of Section
         2(a)(1), including that your internal policies and procedures are
risk-based judgments
         made by the company and not a legal standard or determination binding
on any regulatory
         body or court. In preparing your response, you may find useful the
letter sent by the
         SEC   s Strategic Hub for Innovation and Financial Technology to The
New York State
         Department of Financial Services on January 27, 2020, available at
         https://www.sec.gov/files/staff-comments-to%20nysdfs-1-27-20.pdf.
4.       Please provide us with your analysis as to your potential status as an
investment company
         under the Investment Company Act of 1940 and add a risk factor that
addresses such risk
         and the impact on your business.
5.       We refer you to our December 2022 Sample Letter to Companies Regarding
Recent
         Developments in Crypto Asset Markets, located on our website at the
following address:

https://www.sec.gov/corpfin/sample-letter-companies-regarding-crypto-asset-
markets.
         Please consider the issues identified in the sample letter as
applicable to your facts and
         circumstances and revise your disclosure accordingly.
Business
Prior Operations
Organizational History, page 1

6.       We note your disclosure on page 1 that you are involved in digital
wallet activities. Tell us
         whether you intend to provide a service to safe-guard crypto-assets
for your customers and
         if you are therefore obligated to secure these crypto-assets and
protect them from loss,
         theft or other misuse.
7.       Please expand this section to briefly describe the reverse merger
transactions, including a
         brief description of the business operations of United Heritage and
Universa Hub Africa,
         and the restructuring of your company following the reverse merger.
Present Operations, page 1

8.       We note your disclosure on page 1 that you engage in "financial
technology and
         blockchain business worldwide" and that you build "tools to help
people in accessing the
         economy via mobile and digital services." Please disclose the types of
applications or
         tools you have built and are planning to build that assist people in
this manner, including
         disclosure regarding which of your applications or tools are or will
be dependent on
         blockchain technology and the risks and challenges related to such
reliance. Disclose
         whether you have or intend to build your own blockchain or whether you
rely or intend to
 George Athanasiadis
Eco Bright Future, Inc.
June 11, 2024
Page 3
         rely on an already existing blockchain. To the extent that you rely or
intend to rely on an
         already existing blockchain, please identify the blockchain. Further,
please describe the
         purpose of such applications or tools, whether they will relate only
crypto assets you
         create or also to third-party crypto assets. To the extent that you
have already developed
         such applications or tools, please disclose the geographic locations
where each product
         and service is currently offered and whether you offer or plan to
offer such products and
         services to U.S. persons. In this regard, we note your disclosure on
page 5 that you intend
         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." Please clarify what you mean by "digital assets from El
Salvador," describe
         the "blockchain tools" you are developing "for entry" to Tunisia and
United Arab
         Emirates and disclose the agreements you have or intend to enter into
"in connection with
         its blockchain products" in Thailand, Indonesia and Guatemala.
9.       We note your disclosure on page 1 that "[y]our capital needs are
between $5,000,000 and
         $25,000,000 (varying based on growth strategies)" and your disclosure
on page 2 that
         such capital will need to be raised within the next two years. Please
revise to disclose here
         how you intend to raise such capital and disclose your growth
strategies based upon the
         different levels of capital raised.
10.      We note your disclosure on page 1 that you are "involved in . . .
digital wallet activities."
         Please describe such "activities," including whether you currently
offer or plan to offer
         wallet services, the jurisdictions in which you offer or intend to
offer wallet services,
         whether your wallet services include taking custody of customer funds
and, if so, your
         security and custody arrangements related to the storage of customer
funds, including
         private keys and the risks that you may be liable for any
cybersecurity breach resulting in
         the loss of customer assets. In addition, please identify the crypto
assets that your wallets
         support or will support.
11.    We note your disclosure on page 1 that you are "involved in . . .
digital asset
       tokenization." Please disclose the characteristics of the tokens, the
rights of holders, how
       the rights and characteristics of the token will be memorialized, the
blockchain on which
       the tokens exist, whether you have minted any such tokens to date, how
such tokens are
       issued and transferred, whether there are issuance and transfer
restrictions, your
       AML/KYC procedures, whether a transfer agent is used or will be used,
and, if so, the role
       of the transfer agent, whether the tokens may only be held in your
wallet or whether the
       tokens can be stored in third-party wallets and whether you will be
tokenizing "real word
       assets" yourself, how that process works, including how you will ensure
parity between
       the "real world assets" and their crypto asset equivalents, and whether
you will own, store
FirstName LastNameGeorge Athanasiadis
       and maintain such "real world assets." In this regard, we note your
disclosure on page 1
Comapany    NameEco
       related to your Bright  Future, Inc. To the extent that you have
acquired "real world assets"
                        asset acquisitions.
       that
June 11,    youPage
         2024    have3tokenized or intend to tokenize, please describe such
"real world assets."
FirstName LastName
 George Athanasiadis
FirstName
Eco Bright LastNameGeorge Athanasiadis
           Future, Inc.
Comapany
June       NameEco Bright Future, Inc.
     11, 2024
June 11,
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12.      We note that you are building a platform that "enables everyone to
access and participate
         in the global economy and Real-World Assets(RWA) tokenization." Please
revise to
         include more specifics on your platform that is in development
including, but not limited
         to, if applicable, the blockchain on which the platform will run, an
estimate of the timeline
         for the launch of the platform and the activities that you plan to
make available to users of
         your platform and the jurisdictions in which your platform will
operate.
13.      We note your disclosure that your corporate offices are located in
Florida and El Salvador,
         that your main operations will be spread across Central America and
Asia and that you
         plan 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 [that you] plan
         to enter into agreements with . . . Thailand, Indonesia and
Guatemala." Please describe the
         laws and regulations that will have a material impact on your
business, whether you are
         required to obtain governmental licenses and authorizations in the
jurisdictions in which
         you intend to operate and offer your services and products and whether
you have obtained
         such governmental licenses and authorizations. In addition, describe
the steps you have
         taken or intend to take to prevent unauthorized or impermissible
customer access to your
         products and services outside of the jurisdictions in which you have
obtained the
         necessary licenses and authorizations to operate. Also describe the
material risks you face
         from such unauthorized or impermissible customer access to your
products and services,
         and expand the first risk factor on page 2 to describe the
jurisdictions in which you are
         currently seeking licensing and permission to tokenize "real world
assets" and the impact
         to your business if you are unable to obtain such licensing and
permission as well as the
         licensing and authorizations that you are currently seeking related to
your other business
         plans such as your platform and wallet services and the impact to your
business if you fail
         to obtain such licenses and authorizations.
14.      We note your disclosure on page 1 that you engage in digital asset
trading. Please disclose
         the nature and extent of your crypto asset trading, including the
types of crypto assets you
         are trading, the platforms or applications you use to trade, your
general trading strategy,
         and whether you have any agreements with any such platforms for
trading your crypto
         assets. In addition, please disclose the crypto assets you hold as of
the most recent
         practicable date and your custody arrangements. To the extent that you
use a third-party
         custodian, please identify the custodian, describe the material terms
of your agreement
         with the custodian, how the custodian will store your private keys,
including whether they
         will be commingled with assets of other customers, the geographic
location where the
         private keys will be stored, whether any entity is responsible for
verifying the existence of
         your crypto assets and whether and to what extent the custodian
carries insurance for any
         losses of the crypto assets it custodies for you.
15.      Please discuss what business consulting activities you conducted
during the past couple of
         years and whether such consulting services are anticipated to continue
under your existing
         business model. In this regard, we note your disclosure on page 18
regarding the
 George Athanasiadis
FirstName
Eco Bright LastNameGeorge Athanasiadis
           Future, Inc.
Comapany
June       NameEco Bright Future, Inc.
     11, 2024
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         consulting revenue you recognized from consulting services related to
blockchain
         technology software development sales.
16.      We note that you plan to carry on the business of one of your
subsidiaries in the field of
         artificial intelligence. Please revise to disclose how and to what
extent you plan on
         developing artificial intelligence as part of your business. Further
disclose risks related to
         artificial intelligence in the Risk Factors section.
Risk Factors, page 2

17.      We note that you plan to associate your product with El Salvador,
Tunisia, United Arab
         Emirates, Thailand, Indonesia and Guatemala. Please revise to disclose
risks related to
         operating your product in these countries, including whether the
regulatory regimes in
         these countries will impair your ability to operate.
18.      Please include risk factor disclosures related to your use of
blockchain and crypto
         technology, including, but not limited to, regulatory and
technological risks. To the extent
         that you utilize blockchain technology that exists today, please
include specific risk
         factors disclosures related to that technology.
The Real World Asset (RWA) Tokenization Market is Highly Competitive and
Fragmented,
page 3

19.      Please revise to disclose the risks associated with "real world asset"
tokenization,
         including, but not necessarily limited to, future government
regulation limiting the scope
         of activities available to generate revenue and technological
difficulties.
Management's Discussion and Analysis of Financial Condition and Results of
Operation
Business Operations, page 5

20.      Please tell us, and revise your next amendment, to disclose more about
your current and
         planned operations. We note your disclosures on pages 1, 5, and 17
that you are, or plan to
         be, involved in certain activities:
             p. 1 - "to build tools to help people in accessing the economy via
mobile and digital
              services";
             p. 1 - "you are involved in digital asset tokenization, digital
asset trading, and digital
              wallet activities";
             p. 1 - "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"; and
             p. 5 - "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
 George Athanasiadis
FirstName
Eco Bright LastNameGeorge Athanasiadis
           Future, Inc.
Comapany
June       NameEco Bright Future, Inc.
     11, 2024
June 11,
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FirstName LastName
              agreements in connection with its blockchain products in
Thailand, Indonesia, and
              Guatemala."

         Expand your MD&A to disclose which of these activities you are
currently involved in
         and which activities you intend to become involved in within the next
12 months.
21.      Please revise your next amendment to break out the material components
of general and
         administrative expenses. Discuss any material trends between periods.
Refer to Item
         303(b)(2) of Regulation S-K.
22.      Please revise your next amendment to discuss the material items within
Other Income
         (Expenses) - interest expense, other expenses, other income and
impairment
         expense. Discuss any material trends between periods. Refer to Item
303(b)(2) of
         Regulation S-K.
Directors and Executive Officers, page 8

23.      We note that you indicate that Mr. Athanasiadis is a "director until
December 31, 2025"
         and that he "has been elected to serve as director of the Company
until March 31, 2025."
         Please revise to reconcile these statements. In addition, please
briefly describe the
         business experience during the past five years of each director and
executive officer,
         including each person's principal occupations and employment during
the past five years,
         including the name and principal business of any corporation or other
organization in
         which such occupations or employment were carried on.
Executive Compensation, page 8

24.      We note that you indicated that "Executive Compensation will begin as
revenues
         increase." Please revise to generally disclose on what basis the
decision to begin executive
         compensation will be made and, to the extent known, the amount of such
executive
         compensation.
Recent Sales of Unregistered Securities, page 9

25.      We note that you issued 10,000,000 shares of Series A Preferred Stock
as founder shares
         and later transferred those shares to Alexander Borodich on December
28, 2023. Please
         revise this section to include this information regarding the Series A
Preferred Stock.
Footnotes to Consolidated Financial Statements
Note 1 - Organization and Significant Accounting Policies, page 17

26.      Please provide for us your analysis supporting your determination to
account for the
         Merger Transaction as a reverse recapitalization. In your response,
specifically address the
         following:
             Whether the predecessor business of Eco Bright Futures met the
definition of a
              business under ASC 805-10-55-3A through 55-9;
             Your identification of the accounting acquirer under ASC
805-10-55-12;
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FirstName
Eco Bright LastNameGeorge Athanasiadis
           Future, Inc.
Comapany
June       NameEco Bright Future, Inc.
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                How the change of control was affected, either through the
issuance of shares,
              changes in management, or determination of the Board of
Directors;
                Your consideration of whether the Merger Agreement should be
accounted for as a
              reverse acquisition under ASC 805-40; and
                Revise your disclosure to more fully comply with ASC
805-10-50-2.
27.      We note you recorded impairment of assets of $6,983 in 2022. Please
tell us, and revise
         your next amendment, to disclose the specific assets impaired, your
accounting policy for
         impairment under GAAP, and include discussion in MD&A regarding
material items in
         the periods presented.
28.      We note your offices are located in Florida and El Salvador and your
main operations will
         be spread across Central America and Asia. Please revise your next
amendment to include
         the disclosure requirements in ASC 280-10-41 related to geographic
information.
29.      We note you recorded compensation expense of $14,946 and $8,083 in
2023 and 2022,
         respectively, which are described as salaries and wages on page 6 in
MD&A. We further
         note your disclosure on page 18 regarding stock-based compensation.
Please tell us, and
         revise your next amendment as appropriate, to address the following:
             quantify stock-based compensation expense in the periods
presented;
             break out stock-based compensation expenses separately on your
Consolidated
              Statements of Operations; and
             include the disclosure requirements of ASC 718-10-50.
30.      We note you recorded revenues of $32,132 in 2023 that are described as
consulting
         revenues related to blockchain technology software development sales.
Please address the
         following related to these revenues:
             discuss in greater detail the activities that contributed to these
revenues and include
              additional disclosures in your next amendment;
             discuss if revenues recognized in 2023, or any subsequent interim
period, relate to
              any of the activities discussed on pages 1, 5, and 17, such as
digital asset
              tokenization, digital asset trading, digital wallet activities,
and Real World Asset
              Tokenization;
             disclose your intended revenue recognition policies for these
products and/or
              services; and
             expand your Critical Accounting Estimates on page 5 related to
revenue recognition
              to include the disclosure requirements in Item 303(b)(3) of
Regulation S-K.
31.      Please tell us whether you will accept crypto-assets in payment for
your products and/or
         services, and if so how you will account for receivables denominated
in crypto-assets and
         the crypto assets actually received. Confirm for us whether you
currently hold any crypto-
         assets or crypto-currencies and how you account for them.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
 George Athanasiadis
Eco Bright Future, Inc.
June 11, 2024
Page 8

       Please contact Rolf Sundwall at 202-551-3105 or David Irving at
202-551-3321 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Austin Stanton at 202-551-2197 or Sonia Bednarowski at 202-551-3666
with any other
questions.



FirstName LastNameGeorge Athanasiadis                    Sincerely,
Comapany NameEco Bright Future, Inc.
                                                         Division of
Corporation Finance
June 11, 2024 Page 8                                     Office of Crypto
Assets
FirstName LastName