SecProbe.io

CORRESP
1
filename1.htm

ECO BRIGHT FUTURE
, INC.

WORLD TRADE CENTER
EL SALVADOR

CALLE EL MIRADOR,
87 AVE NORTE

SAN SALVADOR, EL
SALVADOR

October 31, 2024

VIA EMAIL and EDGAR UPLOAD

CFTradeandServices@sec.gov

Division of Corporation Finance

Office of Crypto Assets

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

 Re: Eco Bright Future, Inc.

Amendment No. 5 to Registration Statement on Form 10

Filed August 9, 2024

Form 10-Q for the Fiscal Quarter Ended June 30, 2024

Filed August 13, 2024

File No. 000-56658

To The Division:

This letter responds to comments of the
staff of the United States Securities and Exchange Commission (the “Commission”), received in response to your correspondence
of October 4, 2024. Eco Bright Future, Inc. (the “Company”)

In response to the specific items set
forth in your correspondence of October 4, 2024, the Company responds as follows:

Amendment No. 5 to Registration Statement on Form 10

General

1. We note your response to prior comment 1. Please revise your registration
statement to include a description of the processes you have in place for determining whether your products are "securities"
within the meaning of Section 2(a)(1) of the Securities Act. For instance, disclose who makes that determination, whether legal counsel
is consulted and whether you plan to re-evaluate your products on a periodic basis. Based on these processes, please expand your related
risk factor to have a more fulsome discussion of the risks and limitations of your review process.

RESPONSE:  We have added additional disclosure to the disclosure.
We will continue to monitor the situation as it changes and maintain compliance with SEC governing rules even when we are dealing with
foreign jurisdictions. We have consulted with our attorney and we will continue to monitor current regulations and changes in regulations
and reporting requirements. Our business plan is specific to providing a software solution to businesses and governments that will allow
them to provide these services to their population and their clients. We do not custody the tokens. The custody will be with the government
or business providing the token or will be held by the end user in their wallet or stored locally on their personal device. In case of
loss of device there is a record that the end user can access by verifying their identity. This is done with our KYC AML partner SubSum
and they have an extremely robust service that has been implemented across several networks successfully and securely.

Additionally we will monitor closely the changes within our industry and our legal
counsel will continue to monitor changes in the regulations and reporting requirements within our industry. Currently as we have our business
structured we are not an investment company under section 2(a)(1) of the securities act.

We have also updated our risk factors with additional information regarding this
topic.

2. We note your response to prior comments 3 and 13. Please revise
your registration statement to make the disclosures we previously requested, including:

 • the details and development status of the platforms and services that you plan to offer in the UAE, El Salvador, Thailand, Indonesia
and Guatemala, including a detailed timeline of the remaining steps in the development of the platforms and services, the estimated costs
of each step and the sources of funding for each of these steps;

 • the material terms of your material contracts in El Salvador and any other jurisdictions and identify the parties to those contracts;

 • a clarification as to the term "back end programming" that you use on page 4; and

 • for each jurisdiction in which you plan to operate, a description of the licensing application process, including an estimate
of the time it will take you to obtain the necessary licenses to operate in the UAE, Thailand and El Salvador, and tell us why you believe
that your operations in other countries will make your ability to operate in Indonesia and Guatemala more likely.

RESPONSE: We have updated the disclosure There are no material agreements
with El Salvador at this time as we are waiting for our licensing to be approved. The company currently does not have material agreements
with the entities where we intend to operate. We are finalizing licensing that will allow us to work with the governments and businesses
that we are planning to target. Our platform is finalized and can properly perform the transactions we intend to provide for our customers
and clients.

(back end programming is the implementation of our platform with the central banks
and other organizations we will work with. This back end programming will involve the integration from other services to our application
interface. These programming needs vary from customer to customer and depends greatly on what type of API integration they have built
within their framework. Many of the clients we are targeting are central banks and they typically have quite robust API systems that allow
us to integrate quickly, inexpensively and effectively.)

The Pre license filings have been made in El Salvador and UAE. We expect to have
a digital license agreement with a current bank in Thailand during the fourth quarter. Estimating times for approval for these licenses
is very difficult as it is a very involved process and we are waiting on the government agencies involved to respond. With El Salvador
we are working with CNAD and we are working with the DMCC in UAE. The cost to obtain these licenses is less than $10,000 in licensing
fees. There can be capital requirements with some central banks that require an escrowed amount of cash up to $500,000 and this would
be money we would likely use from funds raised or we will have to use revenues to pay for it if we are unable to raise the funds publicly.
If we are unable to fund these terms for escrow we would need to wait to enter the jurisdictions that require that escrow. El Salvador
and UAE do not require an escrow account with the licensing we have applied for.

El Salvador licensing is reciprocal in some jurisdictions in central and South
America. We will continue to monitor which countries allow a reciprocal licensing agreement. The bank we are working with in Thailand
is licensed in Thailand and Indonesia. We will disclose what bank we are working with when we have the agreement and permission from them
to release their information.

3. We note your response to prior comment 4. Please add a section that describes
the laws and regulations that have or will have a material impact on your business in El Salvador, Thailand, Indonesia, Guatemala, the
UAE, Tunisia and any other jurisdictions material to your business or business plans, including a detailed description of the approvals
and licensing requirements for each. For example, we note your revised disclosure on page 13 that "Guatemala is more established
with their policies than many other countries in regards to how they treat crypto asset markets but is still evolving and regulations
are being changed often" but you have not added a section that describes the regulations or pending regulations in Guatemala that
will impact your business operations.

RESPONSE:  We believe that our El Salvador license will allow us
to operate within Guatemala. If it does not allow us to operate there we will delay entrance to Guatemala. Our current licensing process
with CNAD in El Salvador is ongoing. We have applied for a Digital Asset Service Provider license and have had an interview over video
conference with the CNAD. We are still in the process of providing required information with CNAD such as an external audit of our platform,
certain security manuals and operational procedure manuals. We also have recently retained a local security officer as a requirement from
CNAD. This individual is required to be a resident of El Salvador and will be the local contact for CNAD.

Prior Operations

Organizational History, page 2

4. We note your response to prior comment 7. Your disclosure on page 2 that
the Universa Blockchain is a public blockchain that is available to the public appears to be inconsistent with your disclosure that the
Universa Blockchain is owned by Universa Hub Africa and that is permissioned by Universa Hub Africa to the Tunisian Government and your
statement in your September 4, 2024 correspondence that Universa Blockchain is the . . . blockchain that you have used as a private blockchain
for Tunisia as well as your description of your business throughout in which it appears that you offer blockchain-asa- service to corporations
and governments. Please revise for clarity and consistency. In addition, please revise to disclose the material terms of your agreement
with the Tunisian Government for the private blockchain.

RESPONSE:  We have updated the disclosure. Universa Hub Africa has
worked with the Tunisian Government and they run a private version of our public blockchain on their servers. The Tunisian Government
is also looking at other implementations of the universa blockchain throughout the country as they experience the efficiency and organization
universa blockchain provides. There is no guarantee the Tunisian Government will implement other blockchain activities. Our agreement
with them was a one time agreement and we are available as consultants to help them maintain or service the blockchain they operate. They
are not under an exclusive agreement to only use our services to consult.

Business

Present Operations, page 2

5. We note your revised disclosure on pages 2 and 3 regarding your agreement
with the Internet Agency of Tunisia for the National Tunisian Blockchain Network. Please describe the material terms of the agreement,
including your obligations in connection with the agreement, how you earn revenues pursuant to the agreement and the termination provisions
of the agreement. Expand your description of National Blockchain Network to describe the platform, your role in the platform, including
the blockchain services you provide, the mechanics of how a user gains access to the platform and utilizes the platform to develop its
business such as the certified digital signature service provider you describe in your registration statement, the "latest technological
developments of Universa Blockchain" and your role regarding "future integrations." In addition, we note your disclosure
on page 3 that "[t]he next key points of the project are planned to be the launch of a national DNS service on top of blockchain,
a decentrali[z]ed identity system, blockchain web services and several other services” and that “this is expected sometime
between September 2020 and January 2021." Please update your disclosure to state whether these services were "launched"
and describe the decentralized identity system and any other services that have launched or that you plan to develop. Finally, you state
that the "[f]uture planned developments are oriented towards Smart Cities, e-government and citizen-oriented services." Please
briefly describe each of these planned developments and disclose whether you have signed agreements with any parties in relation to these
planned developments.

RESPONSE:  We do not have ongoing agreements with Tunisia other than
our contracting services. We believe they will continue to use our consulting services to maintain the blockchain and we also will discuss
future projects with the Tunisian Government. We do not currently have any material agreements with them.

The identity system was launched. We do not have revenue proceeding from this.
We designed this for the Tunisian Government. There are no other agreements signed at this time. We do expect to work with the Tunisian
Government in the future.

6. We note your disclosure that in December 2023 you completed a reverse
merger with Universa Hub Africa, a Tunisian Corporation. However, we have seen media reports, including the one you cite in your registration
statement on page 2, that describes the Universa Hub Africa's platform as a "Russian platform." Please revise to clarify the
jurisdictions in which your subsidiaries are located and the jurisdictions in which you operate.

RESPONSE We have updated the disclosure. Our current Jurisdicitons
that we consolidate financials in and own any tangible or intangible assets are Tunisia, El Salvador, and the United States.

Note: There were Russian individuals that assisted in the programming of our products.
Some of these individuals are still used from time to time as contract workers for programming needs. Most of these individuals have relocated
to UAE, Slovenia, Thailand and other countries due to geopolitical issues in their home country. We do not own any entities in Russia
and the blockchain does not operate inside Russia.

7. Please tell us the basis for your statement on page 2 that your blockchain
is one of the fastest and most secure blockchains in the world. Alternatively, please remove this statement.

RESPONSE:  We updated the disclosure. Our blockchain operates at
more than 30,000 transactions per second and is very secure.

Note: Our blockchain is one of the fastest public blockchains in the world. We
have changed the disclosure to announce our transactions per second.

Present Operations, page 3

8. We note your response to prior comment 5 and that you expect to earn revenue
from users of your open-source platform because "there will also be blockchain transaction fees that will be paid to the Universa
Blockchain for verification of transactions." If your platform is open source, will entities that use a version of your technology
be able to remove or change this transaction fee requirement such that Universa Blockchain does not receive any revenue? If so, please
disclose this and if not, please explain how this is possible with an open-source platform.

RESPONSE:  We have added more disclosure. For items to be recorded
in our blockchain even when used by 3rd parties there will be protocols that must be met to record the transaction. These include
but are not limited to KYC/AML verification procedures, transaction fees must be paid and unauthorized or suspicious transactions will
be flagged and our security team will deal with them. We have implemented a very robust security system that analyzes and tracks all transactions
operating on our blockchain.

9. We note your response to prior comment 6, your description of DMCC Tradeflow
and your statement that your sugar exchange tokenizes DMCC paper warrants. Please revise your disclosure to describe the testing of your
digital sugar exchange with DMCC Tradeflow and the results of the test. Please also clarify what you mean by the tokenization of the DMCC
“paper warrants” as you disclose that the DMCC creates electronic negotiable instruments (the “DMCC Tradeflow Warrants”)
and that the DMCC Tradeflow Warrants are electronically transferred between users using a web-based interface. In addition, please expand
your disclosure to explain how your platform and the DMCC work together to prevent issues like double spending, and include disclosure
regarding (i) the mechanics of how the tokens are exchanged on your blockchain and platform, (ii) a description of the information provided
on your platform, and (iii) a detailed description of the tokenized Sugar Warrants that addresses the risks and characteristics of the
Sugar Warrants and the rights of the Sugar Warrant holders. In addition, your June 18, 2024 correspondence states that you "issued
a Digital Sugar Warrant for the same volume secured by a paper warrant." Please tell us what you mean by this statement. Also, we
note your disclosure that you have not yet applied for licensing in the UAE and that you do not have any contracts in place with the UAE.
Please clarify whether to operate the sugar exchange in the UAE you will need to obtain a license and execute agreements with