UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

☐☒~~ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~☐

~~For the~~ANNUAL ~~fiscal~~REPORT ~~year~~PURSUANT ~~ended~~TO ~~December~~SECTION 13 ~~31,~~OR ~~2022~~15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2023

0-56592
Commission File Number

KB Global Holdings Limited

(Exact name of Registrant as specified in its charter)

000-00000

Cayman Islands				00-0000000 Not applicable
(State or other jurisdiction of incorporation or organization)				(I.R.S. Employer Identification No.)

Cayman Islands		6282		00-0000000Not applicable
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

No 3 Building of No 1 Jiali Construction Plaza FL 13,

No.4th Central Road, Futian, Shenzhen ~~ShenzhenGA~~GA

Guangdong Province, 518000, People’s Republic of China

Tel: (86) 0755-832-0145 GA

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Securities registered pursuant to Section 12(b) of the Exchange Act:

None

Securities registered pursuant to Section 12(g) of the Exchange Act:

~~None~~Ordinary Shares

Indicate by check mark if the Company is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the Company is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Company was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the Company has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Company was required to submit and post such files). Yes ☐☒ No ☒☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of Company’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐

Indicate by check mark whether the Company is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated Filer ☐ Smaller reporting company ☒ (Do not check if a smaller reporting company) Emerging growth company ☐☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐0

Indicate by check mark whether the Company is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The aggregate market value of voting stock held by non-affiliates of the Company as of the last business day of the Company’s most recently complete second fiscal quarter cannot be calculated as there is no market.

As of ~~April 28~~May 18, ~~2023~~2024, ~~110~~130,~~000~~097,000 shares of the issuer’s common stock were issued and outstanding.

Documents Incorporated By Reference: None

KB Global Holdings Limited

Form 10-K

For the Fiscal Year Ended December 31, ~~2022~~2023

TABLE OF CONTENTS

		Page
Part I
Item 1.	Business	1
Item 2.	Risk Factors	3
Item 1A.	Risk Factors	3
Item 3.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	3
Item 1B.	Unresolved Staff Comments	3
Item 4.	Selected Financial Data	3
Item 1C.	Cybersecurity	3
Item 2.	Properties	3
Item 3.	Legal Proceedings	3
Item 4.	Mine Safety Disclosures	3
Part II
Item 5.	~~Management~~Market for the Registrant’s ~~Discussion~~Common ~~and~~Equity, ~~Analysis~~Related ofStockholder ~~Financial~~Matters ~~Condition~~ and ~~Results~~Issuer Purchases of ~~Operations~~Equity Securities	4
Item 6.	~~Directors,Executive Officers And Corporate Govemance~~Reserved	4
Item 7.	Management’s Discussion and Analysis of Financial ~~Statements~~Condition ~~And~~and ~~Supplementary~~Results ~~Data~~of Operations	94
Item 8.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	9
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	8
Item 8.	Financial Statements	8
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	9
Item 9A.	Controls and Procedures	9
Item 9B.	Other Information	10
Item 9C.	Disclosures Regarding Foreign Jurisdictions that Prevent Inspections	10
Part III
Item 9.	Directors, Executive Officers And Corporate Governance, Principal Accounting Fees And Services	11
Item 10.	Directors, Executive Officers and Corporate Governance	11
Item 10.	Executive Compensation Exhibits, Financial Statement Schedules	12
Item 11.	Executive Compensation	12
Item 11.	Security Ownership Of Certain Beneficial Owners And Management And Related Stockholder Matters	14
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	13
Item 12.	Certain Relationships And Related Transactions, And Director Independence	15
Item 13.	Certain Relationships and Director Independence	14
Item 13.	Principal Accountant Fees And Services	15
Item 14.	Principal Accountant Fees and Services	14
Part IV
Item 14.	Exhibits And Financial Statement Schedules	16
Item 15.	Exhibits and Financial Statement Schedules	15
Item 16.	Form 10-K Summary	15

Cautionary Statement Regarding Forward-Looking Statements

This prospectus contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “anticipate,” “predict,” “project,” “forecast,” “potential,” “continue” negatives thereof or similar expressions. Forward-looking statements speak only as of the date they are made, are based on various underlying assumptions and current expectations about the future and are not guarantees. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance or achievement to be materially different from the results of operations or plans expressed or implied by such forward-looking statements.

We cannot predict all the risks and uncertainties that may impact our business, financial condition or results of operations. Accordingly, the forward-looking statements in this prospectus should not be regarded as representations that the results or conditions described in such statements will occur or that our objectives and plans will be achieved, and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. These forward-looking statements are found at various places throughout this prospectus and include information concerning possible or projected future results of our operations, including statements about potential acquisition or merger targets, strategies or plans; business strategies; prospects; future cash flows; financing plans; plans and objectives of management; any other statements regarding future acquisitions, future cash needs, future operations, business plans and future financial results; and any other statements that are not historical facts.

These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to a variety of factors and risks, including, but not limited to, those set forth under “Risk Factors.”

Many of those risks and factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. Considering these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this prospectus. All subsequent written and oral forward-looking statements concerning other matters addressed in this prospectus and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this prospectus.

Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.

Part I

~~ITEM~~ Item 1 . BUSINESS

Overview

~~We conduct~~KB ~~our~~Global ~~business~~Holdings ~~primarily~~Limited (“KB Global”), through ~~Beijing~~a ~~Kezhao~~wholly-owned ~~and~~Hong ~~its~~Kong ~~subsidiaries~~subsidiary, ~~which~~owns ~~serve~~all asof ~~high~~the equity in a wholly foreign-~~tech~~owned ~~business~~enterprise ~~operational~~organized ~~managers~~in ~~and M&A~~the ~~integration~~People’s ~~growth.~~Republic ~~Beijing~~of ~~Kezhao~~China is(“PRC”) ~~committed~~under tothe ~~developing~~name ~~high-end~~Suzhou ~~manufacturing,~~Keju ~~adhering~~Enterprise toManagement ~~the~~Consulting ~~extension~~Limited of(the ~~advanced~~“WFOE”). ~~materials to~~The ~~new~~WFOE ~~materials~~is ~~and~~party ~~other~~to ~~fields,~~an ~~helping~~agreement (the ~~manufacturing~~“VIE ~~industry~~Agreements”) tothat ~~continuously~~give ~~update~~the ~~and~~WFOE ~~iterate,~~substantial ~~and~~control ~~helping~~over ~~scientific~~the ~~and technological~~operations ~~enterprises~~of ~~develop~~a ~~into~~PRC ~~high-tech~~limited ~~enterprises.~~company Atnamed ~~the~~Beijing ~~same~~Kezhao ~~time~~Technology Co., ~~explore~~Ltd. ~~global~~(“BJKZ”), ~~scientific~~in ~~and~~exchange ~~technological~~for ~~information, scientific~~which ~~and~~the ~~technological~~WFOE ~~talents~~is ~~and~~entitled ~~scientific~~to ~~and~~receive ~~technological~~a ~~enterprises~~fee indetermined ~~various~~by ~~fields~~the WFOE, ~~dynamically~~which ~~evaluate~~will ~~the~~represent ~~value~~substantially all of ~~scientific~~ ~~and~~the ~~technological~~net ~~entities~~income inof ~~multiple~~BJKZ. ~~dimensions,~~As ~~constantly~~a ~~create~~result aof ~~good~~the ~~entrepreneurial~~VIE ~~format~~Agreement, ~~and~~KB ~~incubate~~Global ~~more~~is ~~high-quality and~~required ~~high~~by ~~potential enterprises~~U.S. Wegenerally ~~conduct~~accepted ~~business~~accounting ~~through~~principles ~~Beijing~~to ~~Kezhao~~consolidate ~~and~~in ~~its~~the ~~subsidiaries,~~financial ~~which~~statements ~~act~~included asin ~~high-tech~~this ~~business~~Report ~~operation managers~~BJKZ’s accounts and Mfinancial ~~&A integration growth~~results.

~~Since its~~BJKZ ~~inception,~~was organized in the ~~Company~~PRC ~~strategically~~in ~~planned~~August 2018 ~~its~~to ~~layout~~provide information technology development and ~~network~~consulting ~~coverage~~services. ~~Our~~Since ~~asset~~that ~~management~~time ~~layout~~BJKZ ~~covers~~has 4organized ~~core~~a ~~strategic areas~~staff ~~including~~trained ~~Bohai~~in ~~economic~~high ~~rim,~~tech ~~Yangtze~~software ~~River~~development ~~Delta,~~and ~~Pearl~~developed ~~River~~the ~~Delta,~~schematics ~~Cheng-Yu~~for ~~economic~~a ~~circle,~~product inline ~~which~~consisting weof ~~have~~innovative ~~established~~digital ~~more than~~management 20systems. ~~asset~~This ~~management~~includes ~~affiliates~~the ~~which~~development ~~mainly~~of ~~distribute~~an inEnterprise 7Digital ~~economically~~Management ~~vibrant~~System ~~core~~Integration ~~cities~~aimed ~~including~~at ~~Beijing,~~transforming ~~Shanghai,~~business ~~Shenzhen, Suzhou,~~operations ~~Hangzhou,~~through ~~Wenzhou,~~an ~~Chengdu~~advanced technology solution.

~~We started~~Our toEnterprise ~~increase~~Digital ~~our~~Management ~~sales~~System ~~and~~Integration ~~promotional~~will ~~activities~~provide ~~and~~industrial ~~efforts~~clients ~~in line~~ with ~~the~~an ~~expansion~~enterprise oflevel ~~our~~information ~~business~~management ~~and~~system ~~fund~~integrating ~~offerings.~~the ~~The steady~~following ~~growing~~company-wide ~~allocation~~operations ofwith ~~resources~~components toas ~~our~~chosen ~~fund~~by ~~sales and promotional activities, including hiring additional sales and marketing employees in line with~~ the ~~overall growth of our business, has significantly strengthened our business development and brand recognition.~~customer:

~~Risk Control~~● ~~Procedures~~Enterprise Collaboration System: Enhancing internal communication and collaboration among employees within the organization. Components may include real-time messaging, file sharing, document collaboration, task assignment and team calendars.

~~The Company~~● ~~has~~Project ~~set~~Management upSystem: aProviding ~~risk~~robust ~~management~~tools ~~and~~for ~~control~~planning, ~~division~~tracking and amanaging ~~risk~~projects ~~control~~efficiently. ~~system~~Components ~~that~~may ~~covers~~include ~~every~~capabilities ~~link~~for ofproject ~~the business and allows the group to have real-time updates of credit risks~~planning, ~~market~~task ~~risks~~scheduling, ~~operational~~resource ~~risks and reputational risks commonly seen in the industry~~allocation, ~~and~~ ~~based~~progress ~~on regulatory requirements~~tracking, ~~business rules and regulations, to conduct compliance evaluation of products and projects and implement strict scrutiny, putting~~ risk ~~control measures in place during product innovation and later-stage~~ management ~~in terms of business requirements~~ and ~~technological realization~~reporting.

● ~~Information~~Customer ~~disclosure~~Relationship isManagement a(CRM) ~~key~~System: ~~element~~Streamlining ofinteractions ~~our~~with ~~operational~~current ~~risk~~and ~~control.~~potential Inclients ~~order~~ to ~~maintain~~foster ~~information~~improved ~~transparency,~~business werelationships. ~~regularly~~Components ~~publish~~may ~~the~~include ~~quarterly~~modules for lead management, ~~semi-annual~~contact ~~and~~management, ~~annual~~sales ~~reports~~pipeline oftracking, ~~the~~customer ~~products’~~support ~~performance~~ticketing and analytics.

● ~~External~~Enterprise ~~surveillance~~Resource isPlanning a(ERP) ~~crucial~~System: ~~part~~Integrating ofessential ~~the~~business ~~ethical~~processes ~~risk~~such ~~control.~~as ~~We have maintained in-depth communication and negotiation with custodian banks and professional agencies. In February 2011~~finance, wehuman ~~held several talks with the Agriculture Bank of China~~resources, ~~Suzhou~~procurement ~~Branch~~and onsupply ~~the~~chain ~~custody~~management ~~of funds, and entered~~ into a ~~final~~unified ~~custody~~system. ~~agreement~~Components ~~with~~may ~~it.~~include Inmodules ~~March~~for ~~2011~~accounting, weinventory ~~met~~management, ~~with~~human ~~our funds auditor Ernst & Young Hua Ming CPAs Co.~~resources, ~~Ltd. and established the funds’ financial reports submission procedures. In the meanwhile~~procurement, wesupply ~~also~~chain ~~engaged~~management ~~law firms to provide legal counseling on funds related matters~~ and ~~general corporate matters~~reporting.

● ~~Our~~Financial ~~project~~Data ~~risk~~Analysis ~~management~~System: ~~starts~~Offering ~~with~~analytical ~~early-stage~~tools ~~control. We examine the agreements and focus on the buy-back and protective provisions. The intermediate-stage control deploys directors and supervisors~~ to ~~the~~support ~~target~~informed ~~organization. The final~~decision-~~stage control is post-investment~~making. ~~The~~Components ~~Company~~may ~~reassess~~include ~~project~~tools ~~risks~~for ~~promptly.~~data ~~The~~visualization, ~~Company~~trend ~~has~~analysis, ~~established~~forecasting, ~~partners conference~~budgeting, ~~investment~~financial ~~decision-making~~modeling ~~committee,~~and ~~strategic~~custom ~~advisory committee~~reporting.

In September 2023 BJKZ entered into its first development agreement, in which it contracted that within one year it would provide its customer, Beijing Kabeilongteng Investment Center, with a made-to-order Enterprise Digital Management System Integration configured to function on Beijing Kabeilongteng’s server. The contract provides that, as the software is made to the order of Beijing Kabeilongteng, that entity will own and register the copyright on the resulting product. The contract price is RMB 1,304,582 (U.S. $180.715), payable 80% in advance, 10% on completion and 10% one year after acceptance of the software. KB Global will begin to record revenue from the contract during the first quarter of 2024.

~~IT Infrastructure~~1

~~We currently~~BJKZ’s ~~use~~plan ~~OA,~~for ~~CRM,~~the ~~and~~future ~~Wealth~~is ~~Cloud~~focused ason ITexpanding ~~infrastructure~~the tomarket ~~sell~~for ~~our~~its ~~products.~~Enterprise ITDigital ~~infrastructure~~Management isSystem anIntegration. ~~important~~In ~~component of our business operations~~parallel, ~~which~~BJKZ ~~supports~~intends ~~our~~to ~~client~~commit ~~relationship~~resources ~~management~~to ~~and product research and~~ development. Weof ~~plan~~a tocapacity ~~continue~~for tohigh-end ~~invest in~~material ~~our~~manufacturing ITthat ~~infrastructure~~we byenvision ~~adding~~as ~~new~~seamlessly ~~features~~integrated ~~and~~with ~~functionalities~~our ~~and by improving existing~~ software ~~and~~development ~~IT modules~~endeavors. WeBy ~~expect~~leveraging ~~that our~~advanced ~~improved~~materials ~~IT infrastructure~~ and ~~more~~cutting-edge ~~advanced~~technologies, ~~platform~~we ~~will~~hope ~~enable~~to usnot toonly ~~scale~~drive upinnovation ~~our~~within ~~business~~the ~~and~~manufacturing ~~maintain~~industry ~~consistent~~but ~~service~~also ~~quality as~~enhance weour ~~further~~software ~~expand~~solutions ~~our~~with ~~coverage~~state-of-the-art ~~network~~components and ~~client base~~capabilities.

~~Legal Proceedings~~This strategic synergy between software development and high-end material manufacturing should allow us to offer comprehensive solutions that boost operational efficiency and drive technological advancement. Our goal is to position ourselves as leaders in both industries through continuous innovation and strategic integration of diverse technological domains.

~~We may~~Business from time to time be involved in litigation and claims incidental to the conduct of our business. Our businesses are also subject to extensive regulation, which may result in regulatory proceedings against us.Strategies

We ~~are~~ ~~not~~aspire ~~currently~~to ~~subject~~become toone ~~any~~of ~~pending~~the ~~judicial,~~most ~~administrative~~trusted orhigh-tech ~~arbitration~~driven ~~proceedings~~brands ~~that~~among weChina’s ~~expect~~population. ~~would~~To ~~have~~achieve athis ~~material~~goal, ~~impact~~ in addition to relying on our ~~financial~~existing ~~condition~~strengths, orwe ~~results~~intend ofto ~~operations.~~pursue the following strategies:

2● Further enhance our brand recognition among individuals and institutional clients in China;

~~ITEM 1A Risk~~● ~~Factors~~Achieve greater synergy with industry leaders;

~~AS A~~● ~~SMALLER~~Continue ~~REPORTING~~product ~~COMPANY,~~innovation WEto ~~ARE~~enhance ~~NOT~~our ~~REQUIRED~~value TOproposition ~~PROVIDE~~for Aour ~~STATEMENT OF RISK FACTORS.~~clients;

~~ITEM 1B. UNRESOLVED~~● ~~STAFF~~Further ~~COMMENTS~~grow our client base and increase our market penetration nationwide;

~~None.~~● Enhance our IT infrastructure and proprietary database; and

~~ITEM 2. RISK~~● ~~FACTORS~~Foster strategic partnerships with clients and partners, leveraging synergies and shared resources to drive mutual growth.

Our ~~mailing~~ ~~address~~Competitive is No 3 Building of No 1 Jiali Construction Plaza FL 13, No.4th Central Road, Futian, Shenzhen Guangdong Province, 518000, People’s Republic of China Tel: (86) 0755-832-0145. The Company believes that the cost is reasonable.Strengths

~~ITEM 3. MARKET~~We ~~FOR~~believe ~~REGISTRANT'S~~that ~~COMMON~~the ~~EQUITY,RELATED~~following ~~STOCKHOLDER~~competitive ~~MATTERS~~strengths ~~AND~~will ~~LSSUER~~contribute ~~PURCHASES~~to OFour ~~EQUITY~~success ~~SECURITIES~~and ongoing growth:

~~We know~~● ofProven notargeted ~~active~~and orstrategic ~~pending~~sales legal proceedings against us, nor are we involved as a plaintiff in any proceedings or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any beneficial shareholder are an adverse party or has a material interest adverse to us.network;

~~ITEM 4. SELECTED~~● ~~FINANCIAL~~Client-oriented ~~DATA~~culture and value-added product selection;

~~Not applicable.~~● Established industry and corporate relationships;

3● Rigorous risk management and periodic alignment; and

~~Part II~~● Experienced management team with local China market know-how.

~~ITEM 5. MANAGEMENT'S~~Risk ~~DISCUSSION~~Control ~~AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~Procedures

~~Market~~The Company has set up a risk management and control ~~Information~~division and a risk control system that covers every link of the business and allows the group to have real-time updates of credit risks, market risks, operational risks and reputational risks commonly seen in the industry, and based on regulatory requirements, business rules and regulations, to conduct compliance evaluation of products and projects and implement strict scrutiny, putting risk control measures in place during product innovation and later-stage management in terms of business requirements and technological realization.

~~Our Common~~IT ~~Stock is currently not quoted. There is currently no trading market for our Common Stock and there is no assurance that a regular trading market will ever develop.~~Infrastructure

~~Holders~~We currently use OA, CRM, and Wealth Cloud as IT infrastructure to sell our products. IT infrastructure is an important component of our business operations, which supports our client relationship management and product research and development. We plan to continue to invest in our IT infrastructure by adding new features and functionalities and by improving existing software and IT modules. We expect that our improved IT infrastructure and more advanced platform will enable us to scale up our business and maintain consistent service quality as we further expand our coverage network and client base. Since 2023, BJKZ has expanded its existing operational experience in software development, leading the creation of an Enterprise Digital Management System Integration aimed at revolutionizing how businesses manage their operations.

~~As of April 28, 2023, there were approximately 51 holders of record of our Common Stock.~~2

~~Dividends~~ITEM 1A. Risk Factors

~~To date,~~AS weA ~~have~~SMALLER ~~not~~REPORTING paid dividends on shares of our Common Stock and we do not expect to declare or pay dividends on shares of our Common Stock in the foreseeable future. The payment of any dividends will depend upon our future earningsCOMPANY, ifWE ~~any,~~ARE ~~our~~NOT ~~financial~~REQUIRED ~~condition, and~~TO ~~other~~PROVIDE ~~factors~~A ~~deemed~~STATEMENT ~~relevant~~OF byRISK ~~our Board~~FACTORS.

~~Securities Authorized~~ITEM ~~for~~1B. ~~Issuance~~UNRESOLVED ~~under~~STAFF ~~Equity Compensation Plans~~COMMENTS

We As of the date of this report, we have no ~~existing~~unresolved ~~equity~~comments ~~compensation~~from ~~plan~~the SEC staff regarding our periodic or current reports under the Exchange Act.

~~Recent Sales~~ITEM of1C. ~~Unregistered Securities; Use of Proceeds from Sale of Registered Securities~~CYBERSECURITY

~~None~~We are committed to safeguarding our information systems and data from potential cyber threats. Our cybersecurity measures include comprehensive policies, continuous monitoring, regular security assessments, and employee training programs to mitigate risks and enhance our defenses against cyber incidents. We have not experienced any material cybersecurity breaches to date.

~~Rule 10B-18 Transactions~~ITEM 2. PROPERTIES

~~During the~~The ~~year~~principal ~~ended~~executive ~~December 31,~~offices ~~2022,~~of ~~neither~~KB ~~the~~Global ~~Company~~and ~~nor~~its ~~any~~WFOE ~~affiliated~~are ~~purchaser~~located at No. 3 Building of ~~the~~No. ~~Company~~1 Jiali Construction Plaza FL 13, ~~purchased~~No. ~~any~~4th ~~equity~~Central ~~securities~~ Road, Futian, Shenzhen, Guangdong Province, 518000, People’s Republic of China. This facility is leased and serves as the ~~Company~~central ~~that~~hub ~~are~~for ~~registered~~our ~~pursuant~~administrative and operational activities. We believe our current facilities are adequate to ~~Section 12~~meet ofour ~~the~~present ~~Exchange~~needs ~~Act~~and that suitable additional or alternative space will be available as required.

~~ITEM 6~~The operations of BJKZ are carried out at 191 Second Floor, Block B, Building 1, No. 2 Yongcheng North Road, Beijing. BJKZ pays 8,000 RMB (U.S. $1108) per year to lease the facility. The facility is located in an industrial development zone, providing low rents and tax benefits to high tech enterprises such as BJKZ. We believe these current facilities are adequate to meet BJKZ’s present needs and that suitable additional or alternative space will be available as required.

~~DIRECTORS, EXECUTIVE~~ITEM ~~OFFICERS~~3. ~~AND~~LEGAL ~~CORPORATE GOVEMANCE~~PROCEEDINGS

~~You should~~We ~~read~~are ~~the~~not ~~following~~currently ~~discussion~~involved ~~and~~in ~~analysis~~any ofmaterial ~~our~~legal ~~financial~~proceedings. ~~condition~~From ~~and~~time ~~results~~to oftime, ~~operations~~we inmay ~~conjunction~~be ~~with~~involved ~~our~~in ~~audited consolidated~~litigation ~~financial statements~~ and ~~the~~claims ~~related~~incidental ~~notes~~to ~~included~~the ~~elsewhere~~conduct inof ~~this~~our ~~prospectus~~business. ~~This~~We ~~discussion~~believe ~~contains~~that ~~forward-looking statements~~the ~~that~~outcome ~~involve~~of ~~risks~~these ~~and~~matters ~~uncertainties.~~will ~~Our~~not ~~actual~~have ~~results~~a ~~and~~material ~~the~~adverse ~~timing~~effect ofon ~~selected~~our ~~events~~financial ~~could~~condition ~~differ~~or ~~materially~~results ~~from~~of ~~those anticipated~~operations. inThere ~~these~~are ~~forward-looking~~no ~~statements~~proceedings asin awhich ~~result~~any of ~~various~~our ~~factors~~directors, ~~including~~officers ~~those~~or ~~set~~affiliates, ~~forth~~or ~~under~~any ~~“Risk~~beneficial ~~Factors” and~~shareholder ~~elsewhere~~are inan ~~this~~adverse ~~prospectus~~party or has a material interest adverse to us.

~~Overview~~ITEM 4. MINE SAFTEY DISCLOSURE

~~KB Global~~Not ~~Holdings~~applicable. ~~Limited~~We ~~(“Company”)~~do isnot aengage ~~high-tech driven management company~~ in ~~China~~mining Weoperations ~~aspire~~or torelated ~~become~~activities ~~one~~and, oftherefore, ~~the~~are ~~most trusted~~not ~~brands~~subject ~~among~~to ~~China.~~mine Tosafety ~~achieve~~regulations ~~this~~under ~~goal,~~the weFederal ~~intend~~Mine toSafety ~~leverage~~and onHealth ~~our~~Act ~~existing~~of ~~strengths~~1977 and ~~pursue~~its ~~the~~subsequent ~~following strategies:~~regulations.

~~● Achieve greater synergy between investment and industry;~~3

●Part ~~Continue product innovation to enhance our value proposition for our clients;~~II

●Market ~~Further grow our client base and increase our market penetration nationwide;~~Information

●Our ~~Broaden~~Common Stock is currently not quoted. There is currently no trading market for our ~~individual~~Common Stock and ~~corporate~~there ~~client~~is ~~base;~~no assurance that a regular trading market will ever develop.

~~● Enhance our IT infrastructure and proprietary database; and~~Holders

●As ~~Obtain third party sale licenses~~ of ~~insurance~~May 18, ~~securities~~2024, ~~and~~there ~~public~~were ~~funds~~approximately ~~products~~51 toholders ~~acquire~~of ~~funds~~record ~~and~~of ~~relevant~~our ~~resources~~Common ~~for the Company~~Stock.

~~Basis of Accounting~~Dividends

~~The accompanying~~To ~~consolidated~~date, ~~financial~~we ~~statements~~have ~~(referred~~not topaid ~~hereafter~~dividends ason ~~the~~shares ~~“financial~~of ~~statements”)~~our ~~have~~Common ~~been~~Stock ~~prepared~~and ~~in accordance~~we ~~with~~do ~~accounting~~not ~~principles~~expect ~~generally~~to ~~accepted~~declare or pay dividends on shares of our Common Stock in the ~~United~~foreseeable ~~States~~future. The payment of ~~America~~any ~~(“GAAP”)~~dividends will depend upon our future earnings, if any, our financial condition, and other factors deemed relevant by our Board.

~~KB Global~~Securities ~~Holdings~~Authorized ~~Limited~~for ~~consolidates~~Issuance ~~the~~under ~~financial~~Equity ~~results~~Compensation of the KB Global Partnerships and their consolidated subsidiaries, which include the accounts of KB Global’s investment management and capital markets companies, the general partners of certain unconsolidated funds and vehicles, general partners of consolidated funds and their respective consolidated funds.Plans

~~All intercompany~~We ~~transactions~~have ~~and~~no ~~balances~~existing ~~have~~equity ~~been~~compensation ~~eliminated~~plan.

~~Results~~ Recent Sales of ~~Operations~~Unregistered Securities; Use of Proceeds from Sale of Registered Securities

~~The following table sets forth a summary of our consolidated results of operations for the years ended December 31, 2022 and 2021~~None. This information should be read together with our consolidated financial statements and related notes included elsewhere in this annual report. The results of operations in any period are not necessarily indicative of our future trends.

	For the Years Ended December 31,						Changes in
	2022			2021			Amount			Percentage
Revenue		-			-			-			-
Cost of sales		-			-			-			-
Gross profit		-			-			-			-
Other income		2			1			1			100.0
Operating expenses		(144,015	)		(34,485	)		(109,530	)		317.6
(Loss) income from operations		(144,013	)		(34,484	)		(109,529	)		317.6
Income tax expense		-			-			-			-
Net (loss) profit		(144,013	)		(34,484	)		(109,529	)		317.6
Other comprehensive (loss) income
Foreign currency translation adjustments		447			(42	)		489			(1164.3	)
Comprehensive (loss) income		(143,566	)		(34,526	)		(109,040	)		315.8
Basic and diluted earnings per ordinary share		(0.00	)		(0.00	)		-			-
Basic and diluted weighted average ordinary shares outstanding		110,000,000			110,000,000			-			-

Rule 10b-18 Transactions

~~Fees and~~During ~~Other~~the year ended December 31, 2023, neither the Company nor any affiliated purchaser of the Company, purchased any equity securities of the Company that are registered pursuant to Section 12 of the Exchange Act.

~~For the~~ITEM ~~years ended December 31, 2022 and 2021, the fees and other is remained $0 given the impact of pandemic limitation of manufacturing production and development of the company~~6. RESERVED

5ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTES OF OPERATIONS

~~General and administrative expenses~~Overview

~~General and~~KB ~~administrative~~Global ~~expenses~~Holdings ~~consist~~Limited ~~primarily~~(“Company”) ofis ~~salaries~~a ~~and~~Cayman ~~benefits~~Islands ~~expenses~~limited ~~for~~company. ~~our~~Its ~~supporting~~subsidiary, ~~departments~~the WFOE, ~~office~~has ~~rental~~a ~~fees~~contractual right to control the operations of BKJZ in the PRC. BKJZ is a high-tech driven management company based in China, ~~travel expenses~~committed to becoming one of the most trusted brands in the nation. Our strategic vision is anchored in leveraging our existing strengths to achieve sustainable growth and ~~entertainment~~innovation ~~expenses~~in our operations.

~~Net gains~~Strategic ~~from financing activities~~Goals

~~Net gains~~1. ~~from~~Achieve ~~financing~~Greater ~~activities~~Synergy ~~consist~~in of the ~~following~~Industry:

	For the year ended December 31,
	2022		2021
Cash flows from financing activities:
Advances from related parties		32,095		36,670
Net cash provided by financing activities		32,095		36,670

●

We aim to enhance collaboration and integration within our industry sectors to maximize operational efficiency and market influence.

~~Net Income~~4

As2. aContinue ~~result~~Product ~~of the foregoing, our net loss increased from $34,484 for the year ended December 31, 2021 to a net loss of $144,013 for the year ended December 31, 2022.~~Innovation:

~~Taxation~~● Our focus is on continuous product innovation to strengthen our value proposition, offering advanced and competitive solutions to our clients.

~~Our company,~~3. ~~our~~Expand ~~subsidiaries,~~Client Base and ~~our~~Market ~~consolidated VIE file tax returns separately.~~Penetration:

~~1) Value~~● ~~added~~We ~~tax~~are ~~(“VAT”)~~dedicated to expanding our client base and increasing our market penetration nationwide, ensuring broader reach and service accessibility.

Pursuant to the Provisional Regulation of the PRC on VAT and the related implementing rules, all entities and individuals (“taxpayers”) that are engaged in the modern service industry in the PRC are generally required to pay VAT at a rate of 6% of the gross sales proceeds received, less any deductible VAT already paid or borne by the taxpayers4. ~~Our~~Broaden ~~PRC~~Client ~~subsidiary and our consolidated VIE are subject to VAT at 6% of their revenues.~~Base:

~~2) Income~~● ~~tax~~Efforts are underway to diversify our individual and corporate client base, enhancing our market presence and service portfolio.

~~Cayman Islands~~5. Enhance IT Infrastructure and Expand Software Development:

~~The Cayman~~● ~~Islands~~We ~~currently~~plan ~~levies~~to noinvest ~~taxes~~in onand ~~the~~upgrade ~~Company~~our ~~based~~IT ~~upon~~infrastructure ~~profits,~~and ~~income~~proprietary database, ~~gains~~supporting orthe ~~appreciation.~~expansion ~~In addition, payments~~ of ~~dividends that we make to~~ our ~~shareholders~~software ~~are~~development ~~not~~business ~~subject~~ to ~~withholding~~meet ~~tax~~growing inmarket ~~the Cayman Islands~~demands.

~~Hong Kong~~Basis of Accounting

~~Kesheng HK,~~The ~~which~~accompanying ~~was~~consolidated ~~incorporated~~financial statements (referred to hereafter as the “financial statements”) have been prepared in ~~Hong~~accordance ~~Kong,~~with isaccounting ~~subject~~principles togenerally aaccepted ~~corporate~~in ~~income~~the ~~tax~~United ~~rate~~States of 16America (“GAAP”).~~5%.~~

~~PRC~~All intercompany transactions and balances have been eliminated.

~~Our subsidiary~~Results ~~and the consolidated VIE established in the PRC are subject to the PRC statutory income tax rate~~ of ~~25%, according to the PRC Enterprise Income Tax (“EIT”) law.~~Operations

The ~~current~~ ~~PRC~~following ~~Enterprise~~table ~~Income~~sets ~~Tax~~forth ~~Law imposes~~ a ~~10%~~summary ~~withholding~~of ~~income~~our ~~tax~~consolidated ~~for~~results ~~dividends~~of ~~distributed~~operations byfor ~~foreign~~the ~~invested~~years ~~enterprises to~~ended ~~their~~December 31, ~~immediate~~2023 ~~holding~~and ~~companies outside the PRC~~2022. AThis ~~lower~~information ~~withholding~~should ~~tax rate will~~ be ~~applied~~read iftogether ~~there~~with isour aconsolidated ~~tax~~financial ~~treaty~~statements ~~arrangement between the PRC~~ and ~~the~~related ~~jurisdiction~~notes ofincluded ~~the~~elsewhere ~~foreign~~in ~~holding~~this ~~company~~annual report. ~~Distributions~~The toresults ~~holding~~of ~~companies~~operations in ~~Hong~~any ~~Kong~~period ~~that~~are ~~satisfy~~not ~~certain requirements~~necessarily ~~specified~~indicative byof ~~PRC~~our ~~tax~~future ~~authorities, for example, will be subject to a 5% withholding tax rate~~trends.

	For the Years Ended December 31,						Changes in
	2023			2022			Amount			Percentage
Revenue		-			-			-			-
Cost of sales		-			-			-			-
Gross profit		-			-			-			-

Other income		12,146			2			12,144			607,200.00
Operating expenses		(108,518	)		(144,015	)		35,497			(24.65	)
(Loss) income from operations		(96,372	)		(144,013	)		47,641			(33.08	)

Income tax expense		-			-			-			-
Net (loss) profit		(96,372	)		(144,013	)		47,641			(33.08	)

Other comprehensive (loss) income
Foreign currency translation adjustments		(1,597	)		447			(2,044	)		(457.27	)
Comprehensive (loss) income		(96,969	)		(143,566	)		46,597			(32.46	)
Basic and diluted earnings per ordinary share		(0.00	)		(0.00	)		-			-
Basic and diluted weighted average ordinary shares outstanding		130,123,423			110,000,000			20,123,423			18.29

~~Liquidity and Capital Resources~~5

~~We manage~~Financial ~~our~~Position ~~liquidity~~ and capital requirements by focusing on our cash flows before the consolidation of our funds a and the effect of changes in short term assets and liabilities, which we anticipate will be settled for cash within one year. Our primary cash flow activities typically involve: (i) generating cash flow from operations; (ii) generating income from investment activities, by investing in investments that generate yield (namely interest and dividends) as well as the sale of investments and other assets;; (iiii) developing and funding new investment strategies, investment products and other growth initiatives, including acquisitions of other investments, assets and businesses; (iv) distributing cash flow to our unitholders; and (v) paying borrowings, interest payments and repayments under borrowing arrangements.Performance

~~Off-Balance Sheet~~Assets: ~~Arrangements~~We achieved a substantial increase in total assets to $416,325 in 2023 from just $12,174 in 2022, driven primarily by higher cash balances and an increase in loans receivable, which increases were funded by loans from our CEO and by a $145,800 customer deposit.

We do not have any off-balance sheet arrangements.

	For the Years Ended December 31,				Changes in
	2023		2022		Amount			Percentage
ASSETS
Non-current assets
Property and equipment		35,512		-		35,512			N/A
Loan receivable		340,872		-		340,872			N/A
Total non-current assets		376,384		-		376,384			N/A
Current assets
Other receivables		559		-		559			N/A
Subscription receivables		1,100		1,100		-			-
Amounts due from related parties		9,402		9,740		(338	)		(3.47	)
Cash and cash equivalents		28,880		1,334		27,546			2,064.92
Total current assets		39,941		12,174		27,767			228.08
Total assets		416,325		12,174		404,151			3,319.79

~~Internal Control~~PROPERTY ~~over~~AND ~~Financial~~EQUIPMENT: ~~Reporting~~The company invested $35,512 in computer devices to support our software development capabilities as property and equipment.

Prior to this offering, we have been a private company with limited accounting personnel and other resources to address our internal control over financial reporting. In connection with the preparation and external audit of our consolidated financial statements, we and our independent registered public accounting firm identified one material weakness and certain other control deficiencies in our internal control over financial reporting as of December 31, 2022. The material weakness identified was the lack of dedicated resources to take responsibility for the finance and accounting functions and the preparation of financial statements in compliance with U.S. GAAP. Neither we nor our independent registered public accounting firm undertook a comprehensive assessment of our internal control under the Sarbanes-Oxley Act for purposes of identifying and reporting any weakness or significant deficiency in our internal control over financial reporting, as they may be required to do once we become a public company and our independent registered public accounting firm may be required to do once we cease to be an emerging growth company. Had we performed a formal assessment of our internal control over financial reporting or had our independent registered public accounting firm performed an audit of our internal control over financial reporting, additional control deficiencies may have been identified.

	For the Years Ended December 31,				Changes in
	2023		2022		Amount		Percentage
ASSETS
Non-current assets
Property and equipment		35,512		-		35,512		N/A
Loan receivable		340,872		-		340,872		N/A
Total non-current assets		376,384		-		376,384		N/A

~~To improve~~Cash ~~our~~Position: ~~internal~~Our ~~control~~cash ~~over financial reporting, some steps that we have already taken to remediate the material weakness identified. We plan to hire additional qualified financial~~ and ~~accounting~~cash ~~staff~~equivalents ~~with~~grew ~~working~~significantly ~~experience of U.S. GAAP and SEC reporting requirements. We have also established clear roles and responsibilities for accounting and financial reporting staff~~ to ~~address complex accounting and financial reporting issues. Furthermore~~$28,880, weunderpinning ~~will continue to further expedite and streamline~~ our ~~reporting~~solid ~~process~~liquidity ~~and develop our compliance process, including establishing a comprehensive policy and procedure manual,~~ to ~~allow~~support ~~early detection, prevention and resolution of potential compliance issues, and establishing an~~ ongoing ~~program~~business ~~to provide sufficient and appropriate training for financial reporting and accounting personnel, especially training related to U~~operations.S. GAAP and SEC reporting requirements. We intend to conduct regular and continuous U.S. GAAP accounting and financial reporting programs and send our financial staff to attend external U.S. GAAP training courses.

We also intend to hire additional resources to strengthen the financial reporting function and set up a financial and system control framework. We expect that we will incur significant costs in the implementation of such measures. However, the implementation of these measures may not fully address the deficiencies in our internal control over financial reporting. We are not able to estimate with reasonable certainty the costs that we will need to incur to implement these and other measures designed to improve our internal control over financial reporting. The process of designing and implementing an effective financial reporting system is a continuous effort that requires us to anticipate and react to changes in our business and economic and regulatory environments and to expend significant resources to maintain a financial reporting system that is adequate to satisfy our reporting obligations. See “Risk Factors — Risks Related to Our Business and Industry — If we fail to implement and maintain effective internal control over financial reporting, our ability to accurately report our financial results may be impaired, which could adversely impact investor confidence and the market price of our ordinary shares.”

	For the Years Ended December 31,				Changes in
	2023		2022		Amount		Percentage
Cash and cash equivalents		28,880		1,334		27,546		2,064.92

~~As a~~Liabilities company with less than $1.07 billion in revenue for our last fiscal year, we qualify as an “emerging growth company” pursuant to the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002 in the assessment of the emerging growth companyShareholders’s ~~internal control over financial reporting.~~Equity

7Liabilities: Increased to $611,408 due to higher accruals, other payables, and substantial amounts due to related parties. Also included in liabilities was a deposit received of $145,800 for the development of software systems for a major client, which initiated our active engagement in large-scale projects.

~~Quantitative and Qualitative Disclosure about Market Risk~~6

We are exposed to market risks, which include interest rate changes in United States of America and commodity prices. We do not engage in financial transactions for trading or speculative purposes.

	For the Years Ended December 31,						Changes in
	2023			2022			Amount			Percentage
LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current liabilities
Accruals and other current payables		161,646			123,800			37,846			30.57
Advance from customer		145,800			-			145,800			N/A
Tax payable		2,423			2,510			(87	)		(3.47	)
Amount due to related parties		301,539			80,178			221,361			276.09
Total current liabilities		611,408			206,488			404,920			196.10
Total liabilities		611,408			206,488			404,920			196.10
Shareholders’ equity
Ordinary shares, $0.00001 par value; 500,000,000 shares authorized; 130,097,000 and 110,000,000 were shares issued and outstanding at December 31, 2023 and 2022, respectively.		1,301			1,100			201			18.27
Additional paid-in capital		96,999			-			96,999			N/A
Accumulated deficit		(292,195	)		(195,823	)		(96,372	)		49.21
Accumulated other comprehensive (loss) income		(1,188	)		409			(1,597	)		(390.46	)
Total shareholders’ deficit		(195,083	)		(194,314	)		(769	)		(0.40	)
Total liabilities and shareholders’ equity		416,325			12,174			404,151			3,319.79

~~Critical Accounting~~Advance ~~Policies~~from Customer: $145,800 was recorded as a deposit from Beijing Kabeilongteng Investment Center (Limited partnership) for the development of a software system by BJKZ.

~~The preparation~~Due ~~of our consolidated financial statements in accordance with GAAP requires our management~~ to ~~make estimates and judgments that affect~~ the ~~reported~~short-term ~~amounts~~duration of ~~assets~~the ~~and~~relevant ~~liabilities~~contract, disclosure of contingent assets and liabilities, and reported amounts of fees, expenses and investment income. Our management bases these estimates and judgments on available information, historical experience and other assumptions that we believe are reasonable under the ~~circumstances.~~performance ~~However,~~obligations ~~these~~will ~~estimates, judgments and assumptions are often subjective and may~~ be ~~impacted~~satisfied ~~negatively based on changing circumstances or changes~~ in ~~our analyses. If actual amounts are ultimately different from those estimated, judged or assumed, revisions are included in~~ the ~~consolidated~~following ~~financial~~reporting ~~statements in the period in which the actual amounts become known~~periods. ~~We believe our critical accounting policies could potentially produce materially different results if we were to change underlying estimates, judgments or assumptions.~~

The following discussion details certain of our critical accounting policies.

	For the Years Ended December 31,				Changes in
	2023		2022		Amount		Percentage
Advance from customer		145,800		-		145,800		N/A

~~Fair Value~~Shareholders’ ~~Measurements~~Equity: In January and February 2023, the Company sold 97,000 ordinary shares at a purchase price of $1.00 per share. The issuance of 97,000 IPO shares raised $97,000, enhancing our financial flexibility to fuel future growth. Notably, the additional paid-in capital now stands at $96,999.

~~Fair value~~Revenue is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. Except for our certain equity method investments and debt obligations, our investments and other financial instruments are recorded at fair value or at amounts whose carrying values approximate fair value. Where available, fair value is based on observable market prices or parameters or derived from such prices or parameters. Where observable prices or inputs are not available, valuation techniques are applied. These valuation techniques involve varying levels of management estimation and judgment, the degree of which is dependent on a variety of factors.Operations

~~GAAP establishes~~Although ano ~~hierarchical~~revenue ~~disclosure~~was ~~framework~~recognized ~~which prioritizes and ranks the level of market price observability used~~ in ~~measuring financial instruments at fair value. Market price observability is affected by a number of factors~~2023, ~~including~~ the ~~type~~development of ~~financial instrument,~~ the ~~characteristics~~“Enterprise ~~specific~~Digital toManagement ~~the~~System ~~financial~~Integration” ~~instrument~~for ~~and~~Beijing ~~the~~Kabeilongteng ~~state~~Investment ofCenter ~~the~~marks ~~marketplace,~~a ~~including~~pivotal ~~the~~stride ~~existence~~towards ~~and~~monetizing ~~transparency~~our ~~of transactions~~software ~~between market participants~~capabilities. ~~Financial~~The ~~instruments~~project ~~with~~underscores ~~readily~~our ~~available~~commitment ~~quoted~~to ~~prices~~delivering incomprehensive ~~active~~digital ~~markets~~management ~~generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value~~solutions.

~~Recognition of~~Net ~~Investment~~Loss ~~Income~~and Cost Management

~~Investment income~~Our ~~consists primarily of the~~ net ~~impact~~loss ~~of:~~was ~~(i)~~reduced ~~realized~~to ~~and unrealized gains and losses on investments~~$96,372 ~~(ii)~~in ~~dividends,~~2023 ~~(iii)~~from ~~interest income~~$144,013 ~~(iv)~~in interest expense and (v) foreign exchange gains and losses relating to mark-to-market activity on foreign exchange forward contracts, foreign currency options, foreign denominated debt and debt securities issued by consolidated CFEs2022. ~~Unrealized~~This ~~gains~~reduction ~~or losses resulting from the aforementioned activities are included~~ in net ~~gains~~loss ~~(losses)~~is ~~from~~a ~~investment~~result ~~activities. Upon disposition~~ of anstringent ~~instrument that is marked~~cost-~~to-market,~~control ~~previously~~measures ~~recognized~~and ~~unrealized~~more ~~gains~~efficient oroperational ~~losses~~management, ~~are~~leading ~~reversed~~to ~~and~~ a ~~realized~~decrease ~~gain~~in oroperating ~~loss~~expenses ~~is recognized. While this reversal generally does not significantly impact the net amounts of gains (losses) that we recognize~~ from ~~investment activities~~$144, it013 ~~affects the manner~~ in ~~which~~2022 weto ~~classify~~$96,372 ~~our~~in ~~gains and losses for reporting purposes~~2023.

Certain of our investment funds are consolidated. When a fund is consolidated, the portion of our funds’ investment income that is allocable to our carried interests and capital investments is not shown in the consolidated financial statements.7

8Taxation

~~Recent Accounting~~Our ~~Developments~~company, subsidiaries, and consolidated VIE file tax returns separately in their respective jurisdictions:

~~For a~~Cayman ~~full~~Islands: ~~discussion~~No oftaxes ~~recently~~levied ~~issued~~on ~~accounting~~profits, ~~pronouncements~~income, ~~please~~or ~~see the notes to the consolidated financial statements Note 2~~dividends.

~~ITEM 6A. QUANTITATIVE~~Hong ~~AND~~Kong: ~~QUALITATIVE~~Kesheng ~~DISCLOSURES~~HK ~~ABOUT~~is ~~MARKET~~subject ~~RISK~~to a 16.5% corporate income tax rate.

We PRC: WFOE and VIE are subject to a ~~smaller~~25% ~~reporting~~statutory ~~company~~income astax ~~defined~~rate, bywith ~~Rule 12b-2~~a of10% ~~the~~withholding ~~Exchange~~tax ~~Act~~on ~~and~~dividends ~~are~~to ~~not~~foreign ~~required~~holding tocompanies, ~~provide~~potentially ~~the~~reduced ~~information~~to 5% under ~~this~~ ~~item~~certain conditions.

~~ITEM 7. FINANCIAL~~Risk ~~STATEMENTS AND SUPPLEMENTARY DATA~~Management

~~The information~~We ~~required~~recognize bythe ~~this~~inherent ~~Item~~risks isin ~~incorporated~~our ~~herein~~operations, bysuch ~~reference~~as tomarket ~~the~~volatility ~~consolidated~~and ~~financial~~regulatory ~~statements~~shifts. ~~and~~Our ~~supplementary~~dedicated ~~data set~~management ~~forth~~team inremains ~~Item 15.~~committed ~~Exhibits,~~to ~~Financial~~proactive ~~Statement~~risk ~~Schedules~~assessment ofand ~~Part~~mitigation IVstrategies ofto ~~this~~safeguard ~~Annual~~our ~~Report~~business interests.

~~ITEM 8. SECURITY~~Critical ~~OWNERSHIP~~Accounting ~~OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS~~Policies

~~None~~The preparation of our consolidated financial statements in accordance with GAAP requires our management to make estimates and judgments that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and reported amounts of fees, expenses and investment income. Our management bases these estimates and judgments on available information, historical experience and other assumptions that we believe are reasonable under the circumstances. However, these estimates, judgments and assumptions are often subjective and may be impacted negatively based on changing circumstances or changes in our analyses. If actual amounts are ultimately different from those estimated, judged or assumed, revisions are included in the consolidated financial statements in the period in which the actual amounts become known. We believe our critical accounting policies could potentially produce materially different results if we were to change underlying estimates, judgments or assumptions.

~~ITEM~~During preparation of our financial statements for the year ended December ~~8A. CONTROLS~~31, ~~AND~~2023, ~~PROCEDURES~~there were no accounting estimate we made that were subject to a high degree of uncertainty and were critical to our results,

~~Disclosure Controls~~Recent ~~and~~Accounting ~~Procedures~~Developments

~~We maintain~~For ~~disclosure~~a ~~controls~~full ~~and~~discussion ~~procedures,~~of asrecently ~~defined~~issued inaccounting ~~Rule 13a-15(e)~~pronouncements, ~~and~~please ~~Rule 15d-15(e)~~see ~~promulgated under~~ the ~~Exchange Act~~notes ~~that are designed~~ to ~~ensure that information required to be disclosed by us in~~ the ~~reports~~consolidated ~~that~~financial westatements ~~file~~Note or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our senior management, consisting of David Lazar, Chief Executive Officer, Treasurer and Secretary (Principal Executive Officer and Principal Financial Officer), as appropriate to allow timely decisions regarding required disclosure2.

~~We carried~~ITEM out an evaluation, under the supervision and with the participation of our senior management, consisting of David Lazar, Chief Executive Officer, Secretary and Treasurer (Principal Executive Officer and Principal Financial Officer) of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 20227A. ~~Based~~QUANTITATIVE onAND ~~the~~QUALITATIVE ~~evaluation~~DISCLOSURES ofABOUT ~~these~~MARKET disclosure controls and procedures, and in light of the material weaknesses found in our internal controls over financial reporting, David Lazar, Chief Executive Officer, Treasurer and Secretary (Principal Executive Officer and Principal Financial Officer) concluded that our disclosure controls and procedures were not effective.RISK

~~Management’s Report~~We onare ~~Internal~~a ~~Control~~smaller ~~Over~~reporting ~~Financial~~company ~~Reporting~~as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

~~Our management~~ITEM ~~is responsible for establishing and maintaining adequate internal control over financial reporting~~8. ~~Internal~~FINANCIAL ~~control~~STATEMENTS ~~over financial~~AND ~~reporting~~SUPPLEMENTARY is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our Board, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:DATA

●The ~~Pertain~~information torequired ~~the~~by ~~maintenance~~this ofItem ~~records~~is ~~that~~incorporated inherein ~~reasonable~~by ~~detail~~reference ~~accurately~~to ~~and fairly reflect~~ the ~~transactions~~consolidated ~~and dispositions of our assets; ● Provide reasonable assurance that transactions are recorded as necessary to permit preparation of~~ financial statements ~~in accordance with accounting principles generally accepted in the United States of America~~ and ~~that~~supplementary ~~receipts~~data ~~and~~set ~~expenditures~~forth ~~of the company are being made only~~ in ~~accordance~~Item ~~with~~15. ~~authorizations~~Exhibits, ofFinancial ~~management~~Statement ~~and~~Schedules ~~directors~~ of ~~the~~Part ~~company;~~IV ~~and ● Provide reasonable assurance regarding prevention or timely detection~~ of ~~unauthorized~~this ~~acquisition,~~Annual ~~use or disposition of our assets that could have a material effect on the financial statements~~Report.

~~Because of~~ITEM ~~its inherent limitations, internal control over financial reporting may not prevent or detect misstatements~~9. ~~Projections~~CHANGES ofIN ~~any~~AND ~~evaluation of~~DISAGREEMENTS ~~effectiveness~~WITH toACCOUNTANTS ~~future~~AND ~~periods~~FINANCIAL are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.DISCLOSURE

~~The matters~~There ~~involving~~have ~~internal~~been ~~controls~~no ~~and~~changes ~~procedures~~in ~~that~~or ~~our~~disagreements ~~management~~with ~~considered~~our toaccountants ~~be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee and a lack of independent directors~~ on ~~our Board,~~accounting ~~resulting in ineffective oversight in the establishment~~ and ~~monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; and (3) ineffective controls over period end~~ financial disclosure ~~and reporting processes~~matters.

~~Management believes~~ITEM ~~that the material weaknesses set forth in items (2) and (3) above did not have an effect on our financial results~~9A. ~~However, management~~CONTROLS ~~believes~~AND that the lack of a functioning audit committee and the lack of independent directors on our Board results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.PROCEDURES

~~Management’s Remediation~~Disclosure ~~Initiatives~~Controls and Procedures

~~In an~~We ~~effort~~maintain todisclosure ~~remediate~~controls and procedures, as defined in Rule 13a-15(e) and Rule 15d-15(e) under the ~~identified~~Exchange ~~material~~Act. ~~weaknesses~~These are designed to ensure that information required to be disclosed in our SEC reports is recorded, processed, summarized, and ~~other~~reported ~~deficiencies~~within the specified timeframes. These controls also ensure that such information is accumulated and ~~enhance~~communicated to our ~~internal~~senior ~~controls~~management, weincluding ~~have~~Li ~~initiated~~Guo, or ~~plan~~Chief toExecutive ~~initiate~~Officer, ~~the~~to ~~following~~facilitate ~~series~~timely ofdecisions ~~measures:~~regarding required disclosure.

~~Assuming we~~Under ~~are~~the ~~able~~supervision toand ~~secure~~participation ~~additional~~of ~~working~~our ~~capital~~senior management, weled ~~will~~by ~~create~~Li aGuo, ~~position~~Chief toExecutive ~~segregate~~Officer, ~~duties~~and ~~consistent~~Ziyong ~~with~~Hu, ~~control~~Chief ~~objectives~~Financial ~~and will~~Officer, ~~increase~~we evaluated the effectiveness of our ~~personnel~~disclosure ~~resources~~controls and ~~technical~~procedures ~~accounting~~as ~~expertise~~of ~~within~~December 31, 2023. Based on this evaluation, and considering the ~~accounting~~material ~~function~~weaknesses ~~when~~identified ~~funds~~in ~~are~~our ~~available~~internal tocontrols usover financial reporting, Li Guo and Ziyong Hu concluded that our disclosure controls and procedures were not effective.

~~We also~~Management’s ~~plan~~Report toon ~~appoint~~Internal ~~one~~Control orOver ~~more~~Financial outside directors to our Board who shall be appointed to an audit committee resulting in a fully functioning audit committee which will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management.Reporting

~~Management believes~~Our ~~that~~management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the ~~appointment~~Exchange ofAct ~~one~~as a process designed by, or ~~more~~under ~~independent~~the ~~directors~~supervision of, ~~who~~our ~~shall~~principal beexecutive ~~appointed~~and toprincipal afinancial ~~fully~~officers ~~functioning~~and ~~audit~~effected ~~committee~~by our Board, ~~will remedy~~management ~~the~~and ~~lack~~other ofpersonnel, ato ~~functioning~~provide ~~audit~~reasonable ~~committee~~assurance regarding the reliability of financial reporting and athe ~~lack~~preparation of afinancial ~~majority~~statements for external purposes in accordance with accounting principles generally accepted in the United States of ~~independent~~America ~~directors~~and onincludes ~~our~~those ~~Board.~~policies and procedures that:

~~We anticipate~~● Pertain to the maintenance of records that ~~these~~in ~~initiatives~~reasonable ~~will~~detail beaccurately ~~implemented~~and fairly reflect the transactions and dispositions of our assets; ● Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in ~~conjunction~~accordance with accounting principles generally accepted in the ~~growth~~United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and ● Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our ~~business~~assets that could have a material effect on the financial statements.

~~Changes~~ Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in ~~Internal~~conditions, ~~Control~~or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over ~~Financial~~financial ~~Reporting~~reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

There has been no change in our internal control over financial reporting identified in connection with our evaluation we conducted of the effectiveness of our internal control over financial reporting as of December 31, 2022, that occurred during our fourth quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.9

~~ITEM 8B. OTHER~~The ~~INFORMATION~~matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee and a lack of independent directors on our Board, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; and (3) ineffective controls over period end financial disclosure and reporting processes.

~~None~~Management believes that the material weaknesses set forth in items (2) and (3) above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of independent directors on our Board results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

10Management’s Remediation Initiatives

~~Part III~~In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:

~~ITEM 9. DIRECTORS,~~Assuming ~~EXECUTIVE~~we ~~OFFICERS~~are ~~AND~~able ~~CORPORATE~~to ~~GOVERNANCE~~secure additional working capital, ~~PRINCIPAL~~we ~~ACCOUNTING~~will ~~FEES~~create ~~AND~~a ~~SERVICES~~position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us.

~~Directors~~ We also plan to appoint one or more outside directors to our Board who shall be appointed to an audit committee resulting in a fully functioning audit committee which will undertake the oversight in the establishment and ~~Executive~~monitoring ~~Officers~~of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management.

~~The following~~Management ~~table~~believes ~~sets~~that ~~forth~~the ~~certain~~appointment ~~information~~of ~~relating~~one toor ~~our~~more independent directors, ~~and~~who ~~executive~~shall ~~officers~~be ~~upon~~appointed to a fully functioning audit committee, will remedy the ~~closing~~lack of ~~this~~a ~~offering:~~functioning audit committee and a lack of a majority of independent directors on our Board.

Directors and Executive Officer	Age	Position/Title
Li Guo	42	Chief Executive Officer and Director
Ziyong Hu	36	Chief Financial Officer
Feng Jiang	34	Controller
Nie Yu	32	Chief Operational Officer

We anticipate that these initiatives will be implemented in conjunction with the growth of our business.

~~Li Guo.~~Changes ~~Ms.~~in ~~Guo~~Internal isControl ~~our founder and has been our chairman of the board of directors and chief executive officer since our inception., who is an investment expert turned entrepreneur. She has~~ over 20Financial years of experience in alternative asset management and wealth management. Prior to founding Beijing Kezhao Investment Management Co., Ltd in 2011, she had extensive multinational experience in fund industry including fund raising and investments in overseas markets including U.S. market. As the founder at the helm of the company and the distinguished track record of investment she achieved, Ms. Guo has received number of awards including The Star of International Asia youth of investment banking from Wall Street Journal in 2007 and one of the Top Ten Female Investors Who Runs Tens of Billions from PE daily in 2015. Due to her profound understanding in investing in subdivision industry such as material science and engineering, clean energy intelligent manufacturing as well culture and media, she has also received number of awards including being listed among one of the Best Ten Investors in Intelligent Manufacturing Industry in January 2018 by Investorcn.com, 2017 Annual Top 20 Investors in December 2017 by 21st Century Business Herald, Top 10 Investors of Material Science and Engineering--2016 Good Chinese Materials in September 2016, 2015-2016 Top Ten Investment Figures of China Culture and Media Industry in July 2016 by China Bridge. She received her B.A. from the University of International Business and Economics in Beijing in 2000, MBA from University of Illinois at Chicago in 2004, and DBA in Tsinghua University in 2019 and Ph.D in University of Geneva.Reporting

~~ZiYong Hu.~~There ~~Mr. Hu~~ has 10been ~~years~~no ofchange ~~working experience as chief financial officer of a group enterprise, is proficient~~ in ~~modern~~our ~~enterprise financial~~internal ~~management~~control ~~and~~over ~~has profound theoretical and practical experience in~~ financial ~~management.~~reporting Heidentified ~~graduated from Shanghai TV University~~ in ~~Business~~connection ~~Administration~~with inour ~~2010~~evaluation ~~and~~we ~~studied~~conducted atof ~~Hubei~~the ~~University~~effectiveness ~~in 2018. In 2010, he joined Jiu’An Fuying investment company and started as an ordinary specialist. After two years~~ of ~~precipitation,~~our heinternal ~~was~~control ~~promoted~~over ~~to a~~ financial ~~manager.~~reporting Heas ~~has operated the channels~~ of ~~M & A and acquisition~~December 31, ~~fixed growth~~2023, ~~bond~~that ~~issuance,~~occurred ~~backdoor~~during ~~listing,~~our ~~VC,~~fourth PEquarter ~~and~~that ~~other listing work, and~~ has ~~many years~~materially ~~of experience and ability in capital operation. He joined Kesheng group in 2018~~affected, ~~responsible~~or ~~for~~is ~~group~~reasonably ~~financial~~likely ~~management and managing multiple branches and subsidiaries in different regions. At the same time, it assisted the enterprises~~ to ~~complete~~materially ~~the IPO of the invested enterprises and the listing of the new third edition. It has experienced the listing work such as enterprise venture capital~~affect, ~~introduction~~ ofour VCinternal ~~and~~control PEover and share reform, and assisted the company to maintain an increase rate of more than 10% and develop steadily every year. In 2018, with the development and growth of Beijing Kezhao, he was responsible for all the financial ~~work of Beijing Kezhao~~reporting.

~~Jiang Feng.~~ITEM Ms9B. ~~Jiang~~OTHER has More than 11 years of financial experience, bachelor’s degree in accounting and management from Shenzhen University, joined zhongkeqiang finance company in 2015, successively worked in cost accounting, general ledger accounting and financial analysis posts, familiar with financial professional knowledge in accounting, tax law, financial management, internal control and audit, and have a good understanding of the overall accounting, financial management, internal control, cost accounting Fully master budget planning, foreign industrial and commercial taxation and other businesses. In 2018, he joined Kesheng group as the treasurer, responsible for financial supervision, financial control and financial support. At the same time, it leads and assists the invested enterprise in credit investigation, details of creditor’s rights and debts, asset evaluation, sustainable development evaluation, merger plan, etc. In 2018, under the development needs of Beijing Kezhao, he worked with the financial manager to be responsible for the financial work of Beijing Kezhao.INFORMATION

11None.

~~Nie Yu.~~ITEM Mr9C. ~~Nie~~DISCLOSURE ~~has~~REGARDING ~~more~~FOREIGN ~~than~~JURISDICTIONS 9THAT ~~years~~PREVENT ~~of rich operation and leadership experience in multiple positions and fields~~INSPECTIONS. He graduated from Chongqing electromechanical vocational and technical college in 2012 and then entered Sichuan Normal University for further study in business administration. In 2012, he joined the ten thousand enterprise win-win enterprise service company, incubated dozens of enterprises, helped them upgrade and manage their organizational structure, and provided whole chain accurate services from scheme to implementation. In 2016, he joined unbounded life company as the operation director, responsible for 30 million investment promotion and industry special research reports before and after. In 2017, he joined Kesheng group as the operation manager, responsible for providing data support for major decision-making matters. At the same time, pay close attention to the trends and trends of international and domestic information industry, evaluate the impact of major information technology, assist in the planning and operation of 60 million investment and financing projects, and cooperate with the sales department to expand customer resources. In August 2018, under the development needs of Beijing Kezhao company, he was responsible for the operation of Beijing Kezhao, formulated sales and marketing plans according to the business objectives, organized and monitored the implementation to ensure the achievement of the objectives.

~~ITEM 10.~~Not ~~EXECUTIVE COMPENSATION EXHIBITS, FINANCIAL STATEMENT SCHEDULES~~applicable.

The following table shows for the period ended December 31, 2022 and 2021, the compensation awarded (earned) or paid by the Company to its named executive officer or the person acting in a similar capacity as that term is defined in Item 402(a)(2) of Regulation S-K. There are no understandings or agreements regarding compensation that our management will receive after a business combination that is required to be included in this table, or otherwise.10

~~Summary Compensation~~Part ~~Table~~III

Name and Principal Position(1)	Year	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Li Guo	2022		0		0		0		0		0		0		0		0
Ziyong Hu	2022	$	42,000	$	12,600		0		0		0		0		0	$	54,600
Feng Jiang	2022	$	20,000	$	3,600		0		0		0		0		0	$	23,600
Nie Yu	2022	$	20,000	$	3,600		0		0		0		0		0	$	23,600

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

12Directors and Executive Officers

~~Compensation~~ The following table sets forth certain information relating to our directors and executive officers upon the closing of ~~Directors~~this offering:

Our director is not compensated by us for acting as such. There are no arrangements pursuant to which our sole director is or will be compensated in the future for any services provided as a director.

Directors and Executive Officer	Age	Position/Title
Li Guo	45	Chief Executive Officer and Director
Ziyong Hu	38	Chief Financial Officer
Feng Jiang	35	Controller
Nie Yu	33	Chief Operational Officer

~~Employment Contracts~~Li Guo. Ms. Guo is our founder and has been our chairman of the board of directors and chief executive officer since our inception. Ms. Guo is an investment expert turned entrepreneur. She has over 20 years of experience in alternative asset management and wealth management. Prior to founding BJKZ Investment Management Co., ~~Termination~~Ltd in 2011, she had extensive multinational experience in the finance industry including fund raising and investments in overseas markets including U.S. market. As the founder at the helm of ~~Employment~~the company and the distinguished track record of investment she achieved, ~~Change~~Ms. Guo has received number of awards including The Star of International Asia youth of investment banking from Wall Street Journal in 2007 and one of the Top Ten Female Investors Who Runs Tens of Billions from PE daily in 2015. Due to her profound understanding in investing in subdivision industry such as material science and engineering, clean energy intelligent manufacturing as well culture and media, she has also received number of awards including being listed among one of the Best Ten Investors in Intelligent Manufacturing Industry in January 2018 by Investorcn.com, 2017 Annual Top 20 Investors in December 2017 by 21st Century Business Herald, Top 10 Investors of Material Science and Engineering--2016 Good Chinese Materials in September 2016, 2015-~~Control~~2016 ~~Arrangements~~Top Ten Investment Figures of China Culture and Media Industry in July 2016 by China Bridge. She received her B.A. from the University of International Business and Economics in Beijing in 2000, MBA from University of Illinois at Chicago in 2004, and DBA in Tsinghua University in 2019 and Ph.D in University of Geneva.

~~We currently~~ZiYong ~~have~~Hu. 4Mr. Hu ~~employees~~has 10 years of working experience as chief financial officer of a group enterprise, ~~all~~is proficient in modern enterprise financial management and has profound theoretical and practical experience in financial management. He graduated from Shanghai TV University in Business Administration in 2010 and studied at Hubei University in 2018. In 2010, he joined Jiu’An Fuying investment company and started as an ordinary specialist. After two years of ~~whom~~participation, ~~are~~he ~~officers~~was promoted to a financial manager. He has operated the channels of M &A, fixed growth, bond issuance, backdoor listing, VC, PE and ~~directors~~other listing work, and has many years of experience and ability in capital operations. He joined Kesheng group in 2018, responsible for group financial management and managing multiple branches and subsidiaries in different regions. At the same time, he assisted in completing the IPOs of the invested enterprises and the listing of the new third edition. Mr. Hu has experience in listing work such as enterprise venture capital, introduction of VC and PE and share reform, and assistingd the company to maintain an increase rate of more than 10% and develop steadily every year. Since 2018, with the development and growth of BJKZ, he was responsible for all the financial work of BJKZ.

~~There are~~Jiang noFeng. ~~compensation~~Ms. ~~plans~~Jiang orhas ~~arrangements,~~more ~~including~~than ~~payments~~11 toyears beof ~~made~~financial byexperience, usand ~~that~~a ~~would~~bachelor’s ~~result~~degree in accounting and management from Shenzhen University. She joined Zhong Keqiang finance company in 2015, successively worked in cost accounting, general ledger accounting and financial analysis posts, and became familiar with financial professional knowledge in accounting, tax law, financial management, internal control and audit. Ms. Jiang has a good understanding of the ~~resignation~~overall accounting, ~~retirement~~financial ~~or any~~management, internal control, cost accounting, master budget planning, foreign industrial and commercial taxation and other ~~termination~~businesses. In 2018, he joined Kesheng group as the treasurer, responsible for financial supervision, financial control and financial support. At the same time, she leads and assists the invested enterprise in performing investigation, details of creditor’s rights and debts, asset evaluation, sustainable development evaluation, merger plan, etc. Since 2018, under the development needs of BJKZ, she worked with the financial manager to be responsible for the financial work of BJKZ.

~~There are no arrangements for officers, employees or consultants that would result from a change-in-control.~~11

13Nie Yu. Mr. Nie has more than 9 years of rich operation and leadership experience in multiple positions and fields. He graduated from Chongqing electromechanical vocational and technical college in 2012 and then entered Sichuan Normal University for further study in business administration. In 2012, he joined the ten thousand enterprise win-win enterprise service company, incubated dozens of enterprises, helped them upgrade and manage their organizational structure, and provided whole chain accurate services from scheme to implementation. In 2016, he joined unbounded life company as the operations director, responsible for 30 million investment promotions and industry special research reports before and after. In 2017, he joined Kesheng group as the operations manager, responsible for providing data support for major decision-making matters. At the same time, Mr. Nie has paid close attention to the trends and trends of international and domestic information industry, evaluated the impact of major information technology, assisted in the planning and operation of investment and financing projects, and cooperated with the sales department to expand customer resources. Since August 2018, under the development needs of BJKZ company, he has been responsible for the operation of BJKZ, formulated sales and marketing plans according to the business objectives, and organized and monitored the implementation to ensure the achievement of the objectives.

ITEM 11. ~~SECURITY~~ ~~OWNERSHIP~~EXECUTIVE ~~OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS~~COMPENSATION

The following ~~tables~~table ~~set~~shows ~~forth~~for ~~certain~~the ~~information~~period ~~with~~ended ~~respect~~December 31, to2023 and 2022, the ~~beneficial~~compensation ~~ownership~~awarded of(earned) ~~our~~or ~~ordinary~~paid ~~shares~~by asthe ofCompany to its named executive officer or the ~~date~~person ofacting ~~this prospectus,~~in ~~and~~a similar capacity as ~~adjusted~~that toterm ~~reflect~~is ~~the~~defined ~~sale~~in Item 402(a)(2) of ~~the~~Regulation ~~ordinary~~S-K. ~~shares~~There ~~offered~~are byno usunderstandings inor agreements regarding compensation that our ~~initial~~management ~~public~~will ~~offering~~receive after a business combination that is required to be included in this table, ~~for:~~or otherwise.

●Summary ~~each~~Compensation ~~shareholder known by us to be the beneficial owner of more than 5% of our outstanding ordinary shares; and~~Table

● each of our directors and executive officers.

Name and Principal Position(1)	Year	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Li Guo	2023		0		0		0		0		0		0		0		0

Ziyong Hu	2023	$	0	$	0		0		0		0		0		0	$	0

Feng Jiang	2023	$	15,000	$	0		0		0		0		0		0	$	15,000

Nie Yu	2023	$	15,000	$	0		0		0		0		0		0	$	15,000

Li Guo	2022		0		0		0		0		0		0		0		0

Ziyong Hu	2022	$	42,000	$	12,600		0		0		0		0		0	$	54,600

Feng Jiang	2022	$	20,000	$	3,600		0		0		0		0		0	$	23,600

Nie Yu	2022	$	20,000	$	3,600		0		0		0		0		0	$	23,600

~~We have~~Summary ~~determined beneficial ownership in accordance with the rules~~ of ~~the~~Director SEC, which generally define beneficial ownership to include any shares over which a person exercises sole or shared voting or investment power. Such determination is not necessarily indicative of beneficial ownership for any other purpose. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the table below have sole voting and investment power or the power to receive the economic benefit with respect to all ordinary shares that they beneficially own, subject to applicable community property laws. None of the stockholders listed in the table are a broker-dealer or an affiliate of a broker dealer. None of the stockholders listed in the table are located in the United States.Compensation

~~Applicable percentage~~Our ~~ownership~~director ~~prior to the offering~~ is ~~based~~not oncompensated ~~110,000,000~~for ~~ordinary~~their ~~shares outstanding as of the date of this filing. The table also lists the percentage ownership after this offering based on 111~~role,~~000,000~~ ~~ordinary~~and ~~shares~~there ~~outstanding~~are ~~immediately after the completion of this offering, assuming~~ no ~~exercise~~arrangements offor ~~the~~future ~~underwriters’~~compensation ~~option~~for toservices ~~purchase~~provided ~~additional~~as ~~ordinary~~a ~~shares from us in this offering~~director. Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o Beijing Kezhao, No 3 Building of No 1 Jiali Construction Plaza FL 13, No.4th Central Road, Futian, Shenzhen, Guangdong Province, 518000, People’s Republic of China

	Beneficial Ownership Prior to Offering (1)				Beneficial Ownership After Offering (2)
Name of Beneficial Owner	Ordinary shares		%		Ordinary shares		%
Directors and executive officers:
Kehui International Holdings Limited(3)		1,100,000		1		1,100,000		1
Fine Orchild Limited(4)		49,900,000		45.36		49,900,000		45.36
Oriental Keyang Limited(5)		59,000,000		53.64		59,000,000		53.64

~~(1)~~Agreement ~~For~~on ~~each~~Salary person and entity included in this column, percentage ownership is calculated by dividing the number of ordinary shares beneficially owned by such person or entity by the sum of total number of ordinary shares outstanding, which is 110,000,000 ordinary shares as of the date of this prospectus, and the number of shares such person or entity has the right to acquire within 60 days after the date of this prospectus.Deferral

~~(2)~~The ~~For~~executive ~~each~~officers, ~~person~~including ~~and~~Li ~~entity~~Guo ~~included~~(CEO) inand ~~this~~Ziyong ~~column~~Hu (CFO), ~~the~~have ~~percentage~~agreed ofnot ~~voting~~to ~~rights~~take isa ~~calculated~~salary byuntil ~~dividing~~ the ~~number~~company ofachieves ~~ordinary~~positive ~~shares~~income. ~~beneficially~~This ~~owned~~decision byreflects ~~such~~their ~~person~~commitment orto ~~entity~~the byfinancial ~~110,000,000~~stability ~~shares~~and ~~being~~growth ~~the total number~~ of ~~ordinary shares outstanding immediately after~~ the ~~completion of this offering~~company.

~~(3)~~Employment ~~The~~Contracts, ~~control~~Termination ~~person~~of isEmployment, LiChange-in-Control ~~Guo.~~Arrangements

14BJKZ currently has 4 employees, all of whom are officers, as well as one consultant who works as a technician.

~~ITEM 12. CERTAIN~~There ~~RELATIONSHIPS~~are ~~AND~~no ~~RELATED~~compensation ~~TRANSACTIONS~~plans or arrangements, ~~AND~~including ~~DIRECTOR~~payments ~~INDEPENDENCE~~to be made by us that would result from the resignation, retirement or any other termination.

~~Except as~~There ~~disclosed~~are ~~below,~~no ~~since~~arrangements ~~the~~for ~~beginning~~officers, ofemployees ~~the fiscal year preceding the last fiscal year none of the following persons has had any direct~~ or ~~indirect~~consultants ~~material~~that ~~interest~~would inresult ~~any~~from ~~transaction to which our Company was or is~~ a ~~party, or~~ change-in ~~any proposed transaction to which our Company proposes to be a party:~~-control.

●ITEM ~~any~~12. ~~Director~~SECURITY orOWNERSHIP ~~officer~~OF ofCERTAIN ~~our~~BENEFICIAL ~~Company;~~OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

●The ~~any~~following ~~proposed~~tables ~~Director~~set forth certain information with respect to the beneficial ownership of ~~officer~~our ordinary shares as of the date of this prospectus, and as adjusted to reflect the sale of the ordinary shares offered by us in our ~~Company;~~initial public offering, for:

● ~~any~~each ~~person~~shareholder ~~who~~known ~~beneficially~~by ~~owns,~~us ~~directly~~to orbe ~~indirectly,~~the ~~shares~~beneficial ~~carrying~~owner of more than 5% ~~percent~~ of ~~the voting rights attached to~~ our ~~Common~~outstanding ~~Stock~~ordinary shares; orand

● ~~any~~each ~~member~~ of ~~the~~our ~~immediate~~directors ~~family of any of the foregoing persons (including a spouse, parents, children, siblings,~~ and ~~in-laws)~~executive officers.

~~During~~ We have determined beneficial ownership in accordance with the ~~years~~rules ~~ended~~of ~~December 31~~the SEC, ~~2022~~which generally define beneficial ownership to include any shares over which a person exercises sole or shared voting or investment power. Such determination is not necessarily indicative of beneficial ownership for any other purpose. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and ~~2021~~entities named in the table below have sole voting and investment power or the power to receive the economic benefit with respect to all ordinary shares that they beneficially own, ~~related~~subject ~~party~~to ~~transactions~~applicable ~~were~~community asproperty ~~follows:~~laws. None of the stockholders listed in the table are a broker-dealer or an affiliate of a broker dealer. None of the stockholders listed in the table are located in the United States.

	December 31,
	2022			2021
Due from (to) related parties:
Suzhou Kesheng Investment Management Co., Ltd.		9,740			10,590
Suzhou Kecheng Venture Capital Center (Limited Partnership)		(7,758	)		(8,434	)
Beijing Cabelongteng Investment Center (Limited partnership)		(1,303	)		-
Guo Li		(71,117	)		(41,435	)

Applicable percentage ownership prior to the offering is based on 110,000,000 ordinary shares outstanding as of the date of this filing. The table also lists the percentage ownership after this offering based on 130,000,000 ordinary shares outstanding immediately after the completion of this offering, assuming no exercise of the underwriters’ option to purchase additional ordinary shares from us in this offering. Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o BJKZ, No 3 Building of No 1 Jiali Construction Plaza FL 13, No.4th Central Road, Futian, Shenzhen, Guangdong Province, 518000, People’s Republic of China

Director Independence

	Beneficial Ownership After Offering(2)
Name of Beneficial Owner	Ordinary shares		%
Directors and executive officers:
Kehui International Holdings Limited(2)		1,100,000		0.85
Fine Orchild Limited(4)		69,900,000		53.73
Oriental Keyang Limited(5)		59,000,000		45.35

We are not subject to listing requirements of any national securities exchange or national securities association and, as a result, we are not at this time required to have our Board comprised of a majority of “Independent Directors.” We believe that our director currently does not meet the definition of “independent” as promulgated by the rules and regulations of NASDAQ.

(1)	For each person and entity included in this column, the percentage of voting rights is calculated by dividing the number of ordinary shares beneficially owned by such person or entity by 130,097,000 shares being the total number of ordinary shares outstanding on the date of this Report
(2)	The control person is Li Guo.

~~ITEM~~ 13~~. PRINCIPAL ACCOUNTANT FEES AND SERVICES~~

~~Audit Fees~~ITEM 13. CERTAIN RELATIONSHIPS AND DIRECTOR INDEPENDENCE

~~The aggregate~~Except ~~fees~~as ~~billed~~disclosed below, since ~~incorporation~~the ~~for~~beginning ~~professional~~of ~~services~~the ~~rendered~~fiscal byyear preceding the ~~principal~~last ~~accountant~~fiscal ~~for~~year none of the ~~audit~~following ofpersons ~~our~~has ~~financial statements~~had ~~and~~any ~~review~~direct ofor ~~financial~~indirect ~~statements~~material ~~included~~interest in ~~our~~any ~~quarterly~~transaction ~~Reports~~to onwhich ~~Form 10-Q~~our ~~and~~Company ~~services~~was ~~that~~or ~~are~~is ~~normally~~a ~~provided by~~party, ~~the~~or ~~accountant~~ in ~~connection~~any ~~with~~proposed ~~statutory~~transaction ~~and~~to ~~regulatory~~which ~~filings~~our orCompany ~~engagements~~proposes ~~for~~to ~~these~~be ~~fiscal~~a ~~periods were as follows~~party:

Fee Category	Year Ended December 31, 2022		Year Ended December 31, 2021
Audit fees (1):	$	31,000	$	27,000
Total fees	$	31,000	$	27,000

●

any Director or officer of our Company;

(1) Audit fees consist of fees incurred for professional services rendered for the audit of financial statements, for reviews of our interim financial statements included in our quarterly reports on Form 10-Q, and for services that are normally provided in connection with statutory or regulatory filings or engagements.

	●	any proposed Director of officer of our Company;

	●	any person who beneficially owns, directly or indirectly, shares carrying more than 5 percent of the voting rights attached to our Common Stock; or

~~Audit Committee~~● ~~Pre-Approval~~any member of ~~Audit~~the ~~and~~immediate ~~Permissible~~family ~~Non-Audit~~of ~~Services~~any of ~~Independent~~the ~~Auditors~~foregoing persons (including a spouse, parents, children, siblings, and in-laws).

~~Given the~~Director small size of our Board as well as the limited activities of our Company, our Board acts as our Audit Committee. Our Board pre-approves all audit and permissible non-audit services. These services may include audit services, audit-related services, tax services, and other services. Our Board approves these services on a case-by-case basis.Independence

15We are not subject to listing requirements of any national securities exchange or national securities association and, as a result, we are not at this time required to have our Board comprised of a majority of “Independent Directors.” We believe that our director currently does not meet the definition of “independent” as promulgated by the rules and regulations of NASDAQ.

~~PART IV~~ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

~~ITEM 14. EXHIBITS~~Audit ~~AND FINANCIAL STATEMENT SCHEDULES~~Fees

~~(a)~~ The ~~following~~aggregate ~~documents~~fees ~~are~~billed ~~filed~~for asprofessional ~~part~~services rendered by the principal accountant for the audit of ~~this~~our ~~report~~financial statements and review of financial statements included in our quarterly Reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

Financial Statements

Fee Category	Year Ended December 31, 2023		Year Ended December 31, 2022
Audit fees (1):	$	31,000	$	31,000
Total fees	$	31,000	$	31,000

~~The following~~(1) Audit fees consist of fees incurred for professional services rendered for the audit of financial statements, for reviews of KBour ~~Global~~interim ~~Holdings~~financial ~~Limited~~statements ~~and~~included ~~Report~~in ofour ~~Independent~~quarterly ~~Registered~~reports ~~Public~~on ~~Accounting~~Form ~~Firm~~10-Q, and for services that are ~~presented~~ normally provided in ~~the~~connection ~~“F”~~with ~~pages~~statutory ofor ~~this~~regulatory ~~report:~~filings or engagements.

~~(b) Exhibits~~Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors

~~See~~ Given the ~~Exhibit~~small ~~Index~~size ~~following~~of our Board as well as the ~~signature~~limited ~~page~~activities of ~~this~~our ~~report~~Company, ~~which~~our ~~Index~~Board isacts ~~incorporated~~as ~~herein~~our Audit Committee. Our Board pre-approves all audit and permissible non-audit services. These services may include audit services, audit-related services, tax services, and other services. Our Board approves these services on a case-by-case ~~reference~~basis.

1614

~~SIGNATURES~~PART IV

~~Pursuant to~~ITEM ~~the requirements of Section 13 or~~ 15~~(d)~~. ofEXHIBITS ~~the~~AND ~~Securities~~FINANCIAL ~~Exchange~~STATEMENT ~~Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.~~SCHEDULES

	KB Global Holdings Limited
Date: May 18, 2023	By:	/s/ Li Guo
		Name:	Li Guo
		Title:	Chief Executive Officer
			(principal executive officer)
Date: May 18, 2023	By:	/s/ Ziyong Hu
		Name:	Ziyong Hu
		Title:	Chief Financial Officer
			(principal financial officer and principal accounting officer)

(a) The following documents are filed as part of this report:

17Financial Statements

The following financial statements of KB Global Holdings Limited and Report of Independent Registered Public Accounting Firm are presented in the “F” pages of this report:

~~Exhibit Index~~(b) ~~to Annual Report on Form 10-K~~Exhibits

~~For~~ See the ~~Fiscal~~Exhibit ~~Year~~Index ~~Ended~~following ~~December 31~~the signature page of this report, ~~2022~~which Index is incorporated herein by reference.

Exhibit No.		Description
31.1*		Certification of Chief Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a) of the Exchange Act.
31.2*		Certification of Chief Financial Officer pursuant to Rule 13a-14 and Rule 15d-14(a) of the Exchange Act.
32.1*		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101*		Interactive data files pursuant to Rule 405 of Regulation S-T
101.INS		Inline XBRL Instance Document.*
101.SCH		Inline XBRL Taxonomy Extension Schema Document.*
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.*
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.*
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.*
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.*
104		Cover Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit 101).*

ITEM 16. FORM 10-K SUMMARY

*Form ~~Exhibits~~10-K ~~filed herewith.~~Summary

18Business Overview: KB Global Holdings Limited is a holding company for a Chinese subsidiary for which Beijing Kezhao Technology Co., Ltd.(“BJKZ”) is a variable interest entity. BJKZ specializes in high-tech software development and high-end material manufacturing. The company focuses on creating innovative digital management systems and leveraging advanced materials to enhance its technological solutions.

~~Part IV~~Financial Highlights:

~~KB GLOBAL~~● ~~HOLDINGS~~Total ~~LIMITED~~Assets: Increased significantly to $416,325 in 2023 from $12,174 in 2022.

~~INDEX~~● TONet ~~FINANCIAL~~Loss: ~~STATEMENTS~~Reduced to $96,372 in 2023 from $144,013 in 2022.

		Page
Report of Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheets as of December 31, 2022 and 2021		F-3
Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2022 and 2021		F-4
Consolidated Statements of shareholders’ Equity for the years ended December 31, 2022 and 2021		F-5
Consolidated Statements of Cash Flows for the years ended December 31, 2022 and 2021		F-6
Notes to Consolidated Financial Statements		F-7

●

Cash Position: Cash and cash equivalents grew to $28,880, supporting ongoing operations and strategic investments.

~~F-1~~Operational Highlights:

~~Report of~~● ~~Independent~~Enterprise ~~Registered~~Digital ~~Public~~Management ~~Accounting~~System ~~Firm~~Integration: Development reached 80% completion, positioning the company for future revenue generation.

~~To the~~● ~~Director~~Property and ~~shareholders~~equipment: ofInvested KB$35,512 ~~Global~~in ~~Holdings~~computer ~~Limited~~devices to bolster software development capabilities.

~~Opinion on~~● ~~the~~Client ~~Financial~~Engagement: ~~Statements~~Received a substantial deposit of $145,800 for software system development from a major client.

~~We have~~Risk audited the accompanying consolidated balance sheets of KB Global Holdings Limited and Subsidiaries (collectively, the “Company”) as of December 31, 2022 and 2021, and the related consolidated statements of operations and comprehensive losses, shareholders’ equity and cash flows for the years ended December 31, 2022 and 2021, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for the years ended December 31, 2022 and 2021 in conformity with accounting principles generally accepted in the United States of America.Factors:

~~Basis~~ ● Market Risks: Includes potential volatility in demand for ~~Opinion~~software solutions and materials.

~~These financial~~● ~~statements~~Operational ~~are~~Risks: ~~the~~Challenges responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in ~~accordance~~scaling ~~with~~operations ~~the U.S. federal securities laws~~ and ~~the~~maintaining ~~applicable~~technological ~~rules and regulations of the Securities and Exchange Commission and the PCAOB~~advancements.

~~We conducted~~● ~~our~~Regulatory ~~audits~~Risks: inCompliance ~~accordance~~ with ~~the~~diverse ~~standards~~regulations ofacross ~~the~~different ~~PCAOB~~jurisdictions. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.15

~~Critical Audit~~Corporate ~~Matters~~Governance:

~~Critical audit~~● ~~matters~~Board ~~are matters arising from the current period audit~~ of ~~the financial statements that were communicated or required to be communicated to the audit committee and that~~Directors: ~~(1)~~Led ~~relate~~by toCEO ~~accounts~~Li orGuo, ~~disclosures~~with ~~that~~a ~~are~~focus ~~material~~on tostrategic ~~the~~oversight ~~financial statements~~ and ~~(2)~~ ~~involved~~risk ~~our especially challenging, subjective, or complex judgments~~management. ~~We determined that there are no critical audit matters.~~

/● Executive Leadership: Experienced team driving the company’s~~/ Centurion~~ ZDgrowth ~~CPA~~and &innovation Coinitiatives.

~~Centurion ZD~~● ~~CPA~~Governance &Policies: CoEmphasis on transparency, accountability, and ethical business practices.

~~Hong Kong~~Forward-Looking Statements: This report contains forward-looking statements regarding the company’s future performance, including anticipated growth, market expansion, and technological advancements. These statements are based on current expectations and are subject to risks and uncertainties that could cause actual results to differ materially.

~~May 18~~The Form 10-K Summary provides an overview of the comprehensive details found in the full Form 10-K, ~~2023~~ offering insights into KB Global Holdings Limited’s business operations, financial condition, and strategic direction.

~~We have served as the Company’s auditor since 2020.~~16

~~PCAOB ID # 2769~~SIGNATURES

~~F-2~~Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

KB GLOBAL HOLDINGS LIMITED

	KB Global Holdings Limited

Date: May 20, 2024	By:	/s/ Li Guo
		Name:	Li Guo
		Title:	Chief Executive Officer, Director
			(principal executive officer)

Date: May 20, 2024	By:	/s/ Ziyong Hu
		Name:	Ziyong Hu
		Title:	Chief Financial Officer
			(principal financial officer and principal accounting officer)

~~Consolidated Balance Sheets~~17

	December 31,
	2022			2021
ASSETS
Current assets
Other receivables	$	1,100		$	13,216
Amounts due from related parties		9,740			10,590
Cash and cash equivalents		1,334			44
Total current assets		12,174			23,850
Total assets	$	12,174		$	23,850
LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current liabilities
Accrual	$	123,800		$	22,000
Tax payable		2,510			2,729
Amount due to related parties		80,178			49,869
Total current liabilities		206,488			74,598
Total liabilities		206,488			74,598
Shareholders’ equity
Ordinary shares, $0.00001 par value, authorized 110,000,000 shares as of December 31, 2022 and 2021; 110,000,000 shares issued and outstanding as of December 31, 2022 and 2021		1,100			1,100
Accumulated deficit		(195,823	)		(51,810	)
Accumulated other comprehensive income (loss)		409			(38	)
Total shareholders’ deficit		(194,314	)		(50,748	)
Total liabilities and shareholders’ equity	$	12,174		$	23,850

KB Global Holdings Limited

~~The~~Exhibit ~~accompanying~~Index ~~notes~~to ~~are~~Annual anReport ~~integral part~~on ofForm ~~these financial statements.~~10-K

~~F-3~~For the Fiscal Year Ended December 31, 2023

KB GLOBAL HOLDINGS LIMITED

Exhibit No.		Description
10.2		Exclusive Business Cooperation Agreement dated November 30, 2018 between Suzhou Keju Management Consulting Co., Ltd. and Beijing Kezhao Technology Co., Ltd.

31.1*		Certification of Chief Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a) of the Exchange Act.

31.2*		Certification of Chief Financial Officer pursuant to Rule 13a-14 and Rule 15d-14(a) of the Exchange Act.

32.1*		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2*		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101*		Interactive data files pursuant to Rule 405 of Regulation S-T
101.INS		Inline XBRL Instance Document.*
101.SCH		Inline XBRL Taxonomy Extension Schema Document.*
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.*
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.*
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.*
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.*
104		Cover Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit 101).*

~~Consolidated Statements~~* ofExhibits ~~Operations~~filed ~~and Comprehensive (Loss) Income~~herewith.

	For the years ended December 31,
	2022			2021
Revenue	$	-		$	-
Other income		2			1
Operating expenses		(144,015	)		(34,485	)
Loss from operations		(144,013	)		(34,484	)
Income tax expense		-			-
Net loss	$	(144,013	)	$	(34,484	)
Other comprehensive (loss) income
Foreign currency translation adjustments		447			(42	)
Comprehensive loss		(143,566	)		(34,526	)
Basic and diluted earnings per ordinary share		(0.00	)		(0.00	)
Basic and diluted weighted average ordinary shares outstanding		110,000,000			110,000,000

~~The~~Part ~~accompanying notes are an integral part of these financial statements.~~IV

~~F-4~~KB GLOBAL HOLDINGS LIMITED

~~KB GLOBAL~~INDEX ~~HOLDINGS~~TO ~~LIMITED~~FINANCIAL STATEMENTS

Consolidated Statements of Shareholder’ Equity

		Page
Report of Independent Registered Public Accounting Firm		F-2

Consolidated Balance Sheets as of December 31, 2023 and 2022		F-3

Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2023 and 2022		F-4

Consolidated Statements of shareholders’ Equity for the years ended December 31, 2023 and 2022		F-5

Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022		F-6

Notes to Consolidated Financial Statements		F-7 – F-12

								Accumulated
								other
	Ordinary shares				Accumulated			comprehensive			Shareholders’
	Number		Amount		deficit			income (loss)			equity
Balance as of January 1, 2022		110,000,000	$	1,100	$	(51,810	)	$	(38	)	$	(50,748	)
Net loss for the year		-		-		(144,013	)		-			(144,013	)
Foreign currency translation adjustment		-		-		-			447			447
Balance as of December 31, 2022		110,000,000	$	1,100	$	(195,823	)	$	409		$	(194,314	)
Balance as of January 1, 2021		110,000,000	$	1,100	$	(17,326	)	$	4		$	(16,222	)
Net income for the year		-		-		(34,484	)		-			(34,484	)
Foreign currency translation adjustment		-		-		-			(42	)		(42	)
Balance as of December 31, 2021		110,000,000	$	1,100	$	(51,810	)	$	(38	)	$	(50,748	)

F-1

~~The accompanying~~Report ~~notes~~of ~~are~~Independent anRegistered ~~integral~~Public ~~part~~Accounting ~~of these financial statements.~~Firm

~~F-5~~To the Director and shareholders of

KB ~~GLOBAL~~Global ~~HOLDINGS~~Holdings ~~LIMITED~~ Limited

~~Consolidated~~Opinion ~~Statements~~on ofthe ~~Cash~~Financial ~~Flows~~Statements

	For the years ended December 31,
	2022			2021
Cash flows from operations:
Loss from operations	$	(144,013	)	$	(34,484	)
Written off of other receivables		2,230			-
Changes in operating assets and liabilities:
Other receivables		9,217			(4,539	)
Accrual		101,800			2,000
Net cash used in operations		(30,766	)		(37,023	)
Cash flows from financing activities:
Advances from related parties		32,095			36,670
Net cash provided by financing activities		32,095			36,670
Effect of exchange rate change on cash and cash equivalents		(39	)		5
Net increased (decreased) in cash and cash equivalents		1,290			(348	)
Cash and cash equivalents, beginning of year		44			392
Cash and cash equivalents, end of year	$	1,334		$	44
Supplemental cash flow disclosure:
Cash paid for interest expense	$	-		$	-
Cash paid for income taxes	$	-		$	-

We have audited the accompanying consolidated balance sheets of KB Global Holdings Limited and Subsidiaries (collectively, the “Company”) as of December 31, 2023 and 2022, and the related consolidated statements of operations and comprehensive losses, shareholders’ equity and cash flows for the years ended December 31, 2023 and 2022, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for the years ended December 31, 2023 and 2022 in conformity with accounting principles generally accepted in the United States of America.

~~The~~Basis ~~accompanying~~for ~~notes are an integral part of these financial statements.~~Opinion

~~F-6~~These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

~~KB GLOBAL~~We ~~HOLDINGS~~conducted ~~LIMITED~~our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

~~FOR THE~~Our ~~YEAR~~audits ~~ENDED~~included ~~DECEMBER 31~~performing procedures to assess the risks of material misstatement of the financial statements, ~~2021~~whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

~~NOTES TO~~Critical ~~FINANCIAL~~Audit ~~STATEMENTS~~Matters

~~NOTE~~ Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) -relate ~~ORGANIZATION~~to ~~AND~~accounts ~~BUSINESS~~or ~~DESCRIPTION~~disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

~~KB Global~~/s/ ~~Holdings~~Centurion ~~Limited~~ZD ~~(the~~CPA ~~“Company”)~~& ~~is incorporated in the Cayman Islands on 17 November 2017 with the authorized capital of 5 billion ordinary shares, par value of $0~~Co.~~00001 per share.~~

~~On November 20,~~Centurion ~~2017,~~ZD ~~Kesheng~~CPA ~~Global~~& ~~(HK) Limited, or Kesheng HK, was incorporated in Hong Kong as a wholly-owned subsidiary of KB Global Holdings Limited~~Co.

~~On January 18,~~Hong 2018, Suzhou Keju Enterprise Management Consulting Limited, or Suzhou Keju, our Wholly Foreign-Owned Enterprise (the “WFOE”), was incorporated in Suzhou, PRC, with registered capital of $10 million, as a wholly-owned subsidiary of Kesheng HK.Kong

~~Beijing Kezhao~~20 ~~Technology~~May ~~Co., Ltd. (the “BJKZ”) was incorporated in PRC on August 13, 2018. BJKZ is an information technology company which engaged in information technology development and consulting services.~~2024

~~On November 30,~~We ~~2018,~~have ~~WFOE~~served ~~entered~~as ~~into an exclusive business cooperation agreement with~~ the ~~shareholders~~Company’s ofauditor ~~BJKZ,~~since ~~through which WFOE has gained full control over the management and receive the economic benefits of BJKZ~~2020.

~~NOTE 2~~PCAOB -ID ~~SUMMARY~~# ~~OF SIGNIFICANT ACCOUNTING POLICIES~~2769

~~BASIS OF PRESENTATION~~F-2

~~The consolidated~~KB ~~financial~~GLOBAL ~~statements~~HOLDINGS of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) and reflect the activities of the following subsidiaries and variable interest entity (“VIE”): Kesheng HK, Suzhou Keju, and BJKZ. All inter-company transactions and balances have been eliminated in the consolidation.LIMITED

~~In accordance~~Consolidated ~~with~~Balance U.S. GAAP, VIE are generally entities that lack sufficient equity to finance their activities without additional financial support from other parties or whose equity holders lack adequate decision-making ability. All VIE with which the Company is involved must be evaluated to determine the primary beneficiary of the risks and rewards of the VIE. The primary beneficiary is required to consolidate the VIEs for financial reporting purposes.Sheets

Accounting Standards Codification (“ASC”) 810-10 “Consolidation” addresses whether certain types of entities referred to as VIE, BJKZ should be consolidated in a company’s consolidated financial statements. Pursuant to the exclusive business cooperation agreement, WFOE has the exclusive right to provide to BJKZ technical development, technical support, management consultation and other related services on an exclusive basis. In accordance with the provisions of ASC 810, the Company has determined that BJKZ is a VIE of the WFOE and that the Company is the primary beneficiary, and accordingly, the financial statements of BJKZ are consolidated into the results of the Company.


	December 31,
	2023			2022
ASSETS
Non-current assets
Property and equipment	$	35,512		$	-
Loan receivable		340,872			-
Total non-current assets		376,384			-

Current assets
Other receivables		559			-
Subscription receivables		1,100			1,100
Amounts due from related parties		9,402			9,740
Cash and cash equivalents		28,880			1,334
Total current assets		39,941			12,174
Total assets	$	416,325		$	12,174

LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current liabilities
Accruals and other current payables	$	161,646		$	123,800
Advance from customer		145,800			-
Tax payable		2,423			2,510
Amount due to related parties		301,539			80,178
Total current liabilities		611,408			206,488
Total liabilities		611,408			206,488

Shareholders’ equity
Ordinary shares, $0.00001 par value; 500,000,000 shares authorized; 130,097,000 and 110,000,000 were shares issued and outstanding at December 31, 2023 and 2022, respectively.		1,301			1,100
Additional paid-in capital		96,999			-
Accumulated deficit		(292,195	)		(195,823	)
Accumulated other comprehensive (loss) income		(1,188	)		409
Total shareholders’ deficit		(195,083	)		(194,314	)
Total liabilities and shareholders’ equity	$	416,325		$	12,174

The ~~following~~ ~~assets~~accompanying ~~and~~notes ~~liabilities of the VIE~~ are ~~included~~an inintegral ~~the~~part ~~accompanying~~of ~~consolidated~~these financial statements ~~of the Company as of December 31, 2022 and 2021:~~.

Schedule of assets and liabilities
	Year ended December 31,
	2022		2021
Current assets	$	20,048		22,750
Total assets	$	20,048		22,750
Current liabilities	$	26,688		27,598
Total liabilities	$	26,688		27,598

F-3

~~F-7~~KB GLOBAL HOLDINGS LIMITED

~~USE OF~~Consolidated ~~ESTIMATES~~Statements of Operations and Comprehensive (Loss) Income

The preparation of the Company’s financial statements in conformity with generally accepted accounting principles of the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management makes its best estimate of the ultimate outcome for these items based on historical trends and other information available when the financial statements are prepared. Actual results could differ from those estimates.


	For the years ended December 31,
	2023			2022
Revenue	$	-		$	-
Other income		12,146			2
Operating expenses		(108,518	)		(144,015	)
Loss from operations		(96,372	)		(144,013	)

Income tax expense		-			-
Net loss	$	(96,372	)	$	(144,013	)

Other comprehensive (loss) income
Foreign currency translation adjustments		(1,597	)		447
Comprehensive loss		(97,969	)		(143,566	)
Basic and diluted earnings per ordinary share		(0.00	)		(0.00	)
Basic and diluted weighted average ordinary shares outstanding		130,123,423			110,000,000

~~FOREIGN CURRENCY~~The ~~TRANSLATION~~accompanying notes are an integral part of these financial statements.

The Company’s financial statements are presented in the U.S. dollar ($), which is the Company’s reporting currency. The Company use Renminbi (“RMB”) as their functional currencies. Transactions in foreign currencies are initially recorded at the functional currency rate ruling at the date of transaction. Any differences between the initially recorded amount and the settlement amount are recorded as a gain or loss on foreign currency transaction in the statements of income. Monetary assets and liabilities denominated in foreign currency are translated at the functional currency rate of exchange ruling at the balance sheet date. Any differences are taken to profit or loss as a gain or loss on foreign currency translation in the statements of income.F-4

~~In accordance~~KB ~~with~~GLOBAL ~~ASC~~HOLDINGS 830, Foreign Currency Matters, the Company translated the assets and liabilities into U.S. dollar using the rate of exchange prevailing at the applicable balance sheet date and the statements of income and cash flows are translated at an average rate during the reporting period. Adjustments resulting from the translation are recorded in shareholders’ equity as part of accumulated other comprehensive income.LIMITED

~~FAIR VALUE~~Consolidated ~~MEASUREMENTS~~Statements of Shareholder’ Equity

ASC Topic 820, Fair Value Measurement and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. This topic also establishes a fair value hierarchy, which requires classification based on observable and unobservable inputs when measuring fair value. Certain current assets and current liabilities are financial instruments. Management believes their carrying amounts are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and, if applicable, their current interest rates are equivalent to interest rates currently available. The three levels of valuation hierarchy are defined as follows:


	Ordinary shares				Additional paid-in		Accumulated			Accumulated other comprehensive income			Shareholder’
	Number		Amount		capital		deficit			(loss)			equity
Balance as of January 1, 2023		110,000,000	$	1,100	$	-	$	(195,823	)	$	409		$	(194,314	)
Issuance of shares		20,097,000		201		96,999		-			-			97,200
Net loss		-		-		-		(96,372	)		-			(96,372	)
Foreign currency translation adjustment		-		-		-		-			(1,597	)		(1,597	)
Balance as of December 31, 2023		130,097,000	$	1,301	$	96,999	$	(292,195	)	$	(1,188	)	$	(195,083	)

Balance as of January 1, 2022		110,000,000	$	1,100	$	-	$	(51,810	)	$	(38	)	$	(50,748	)
Net loss		-		-		-		(144,013	)		-			(144,013	)
Foreign currency translation adjustment		-		-		-		-			447			447
Balance as of December 31, 2022		110,000,000	$	1,100	$	-	$	(195,823	)	$	409		$	(194,314	)

●The ~~Level~~accompanying 1notes ~~inputs to the valuation methodology~~ are ~~quoted~~an ~~prices~~integral ~~(unadjusted)~~part for identical assets or liabilities in active markets. ● Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of ~~the~~these financial ~~instruments~~statements. ~~● Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.~~

The carrying amounts of financial assets and liabilities, such as balance with related parties approximate their fair values because of the short maturity of these instruments or the rate of interest of these instruments approximate the market rate of interest.F-5

~~CASH AND~~KB ~~CASH~~GLOBAL ~~EQUIVALENTS~~HOLDINGS LIMITED

~~Cash and~~Consolidated ~~cash~~Statements ~~equivalents represent cash on hand, demand deposits, and other short-term highly liquid investments placed with banks, which have original maturities~~ of ~~three~~Cash ~~months or less and are readily convertible to known amounts of cash.~~Flows

F-8


	For the years ended December 31,
	2023			2022
Cash flows from operations:
Loss from operations	$	(96,372	)	$	(144,013	)
Depreciation of property and equipment		609			-
Written off of other receivables		-			2,230
Interest income		(12,146	)		-
Changes in operating assets and liabilities:
Other receivables		(566	)		9,217
Accruals		30,358			101,800
Other payables		7,579			-
Advance from custome		147,579			-
Net cash used in operations		77,041			(30,766	)

Cash Flows from Investing Activities:
Interest received		12,146			-
Purchases of property and equipment		(36,555	)		-
Loan to a third party		(345,031	)		-
Net Cash Provided by Investing Activities		(369,440	)		-

Cash flows from financing activities:
Issuance of shares		97,200			-
Advances from related parties		417,526			32,095
Repayment to related parties		(194,400	)		-
Net cash provided by financing activities		320,326			32,095

Effect of exchange rate change on cash and cash equivalents		(381	)		(39	)

Net increased (decreased) in cash and cash equivalents		27,546			1,290
Cash and cash equivalents, beginning of year		1334			44
Cash and cash equivalents, end of year	$	28,880		$	1,334

Supplemental cash flow disclosure:
Cash paid for interest expense	$	-		$	-
Cash paid for income taxes	$	-		$	-

~~INCOME TAXES~~The accompanying notes are an integral part of these financial statements.

The Company uses the asset and liability method of accounting for income taxes in accordance with Accounting Standards Codification (“ASC”) 740, “Income Taxes” (“ASC 740”). Under this method, income tax expense is recognized as the amount of: (i) taxes payable or refundable for the current year and (ii) future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of available evidence it is more likely than not that some portion or all of the deferred tax assets will not be realized.F-6

~~RECENT ACCOUNTING~~KB ~~PRONOUNCEMENTS~~GLOBAL HOLDINGS LIMITED

~~In March 2020,~~FOR ~~the~~THE ~~FASB~~YEAR ~~issued~~ENDED ~~ASU~~DECEMBER ~~2020-04~~31, Reference Rate Reform (Topic 848) (“ASU 2020-04”). ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. The Company continues to evaluate the impact of the guidance and may apply the elections as applicable as changes in the market occur.2023

~~In August 2020,~~NOTES ~~the~~TO ~~FASB~~FINANCIAL issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470- 20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. This ASU (1) simplifies the accounting for convertible debt instruments and convertible preferred stock by removing the existing guidance in ASC 470-20, Debt: Debt with Conversion and Other Options, that requires entities to account for beneficial conversion features and cash conversion features in equity, separately from the host convertible debt or preferred stock; (2) revises the scope exception from derivative accounting in ASC 815-40 for freestanding financial instruments and embedded features that are both indexed to the issuer’s own stock and classified in stockholders’ equity, by removing certain criteria required for equity classification; and (3) revises the guidance in ASC 260, Earnings Per Share, to require entities to calculate diluted earnings per share (“EPS”) for convertible instruments by using the if-converted method. In addition, entities must presume share settlement for purposes of calculating diluted EPS when an instrument may be settled in cash or shares.STATEMENTS

~~For SEC~~NOTE ~~filers,~~1 ~~excluding smaller reporting companies, ASU 2020~~-06 isORGANIZATION ~~effective~~AND ~~for~~BUSINESS fiscal years beginning after December 15, 2021 including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. For all other entities, ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Entities should adopt the guidance as of the beginning of the fiscal year of adoption and cannot adopt the guidance in an interim reporting period. The Company is currently evaluating the impact that ASU 2020-06 may have on its consolidated financial statements and related disclosures.DESCRIPTION

~~NOTE 3~~KB -Global ~~ACCRUAL~~Holdings Limited (the “Company”) is incorporated in the Cayman Islands on 17 November 2017 with the authorized capital of 5 billion ordinary shares, par value of $0.00001 per share.

~~Accrual consisted~~On November 20, 2017, Kesheng Global (HK) Limited, or Kesheng HK, was incorporated in Hong Kong as a wholly-owned subsidiary of ~~the~~KB ~~following:~~Global Holdings Limited.

Schedule of accrual
	December 31,
	2022		2021
Accrued audit fee	$	22,000	$	22,000
Executive compensation		101,800
		123,800		22,000

On January 18, 2018, Suzhou Keju Enterprise Management Consulting Limited, or Suzhou Keju, our Wholly Foreign-Owned Enterprise (the “WFOE”), was incorporated in Suzhou, PRC, with registered capital of $10 million, as a wholly-owned subsidiary of Kesheng HK.

~~F-9~~Beijing Kezhao Technology Co., Ltd. (the “BJKZ”) was incorporated in PRC on August 13, 2018. BJKZ is an information technology company which engaged in information technology development and consulting services.

~~NOTE 4~~On -November 30, ~~NET~~2018, ~~LOSS~~WFOE ~~PER~~entered ~~ORDINARY~~into ~~SHARE~~an exclusive business cooperation agreement with the shareholders of BJKZ, through which WFOE has gained full control over the management and receive the economic benefits of BJKZ.

~~The following~~NOTE ~~table~~2 ~~sets~~- ~~forth~~SUMMARY ~~the~~OF ~~computation~~SIGNIFICANT ofACCOUNTING ~~basic and diluted net loss per share for years indicated:~~POLICIES

Schedule of basic and diluted net loss per ordinary share
	Years ended December 31,
	2022			2021
Net loss attributable to the Company, basic and diluted shares	$	(144,013	)	$	(34,484	)
Weighted average ordinary shares used in computing basic and dilutive net loss per share		110,000,000			110,000,000
Net loss per common share, basic		(0.00	)		(0.00	)

BASIS OF PRESENTATION

~~There were~~The noconsolidated ~~dilutive~~financial ~~securities~~statements ~~for~~of the ~~years~~Company ~~ended~~have ~~December 31~~been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) and reflect the activities of the following subsidiaries and variable interest entity (“VIE”): Kesheng HK, ~~2022~~Suzhou Keju, and ~~2021~~BJKZ. All inter-company transactions and balances have been eliminated in the consolidation.

~~NOTE 5~~In accordance with U.S. GAAP, VIE are generally entities that lack sufficient equity to finance their activities without additional financial support from other parties or whose equity holders lack adequate decision-making ~~INCOME~~ability. ~~TAXES~~All VIE with which the Company is involved must be evaluated to determine the primary beneficiary of the risks and rewards of the VIE. The primary beneficiary is required to consolidate the VIEs for financial reporting purposes.

Accounting Standards Codification (“ASC”) 810-10 “Consolidation” addresses whether certain types of entities referred to as VIE, BJKZ is ~~incorporated~~should be consolidated in a company’s consolidated financial statements. Pursuant to the ~~PRC~~exclusive business cooperation agreement, WFOE has the exclusive right to provide to BJKZ technical development, technical support, management consultation and other related services on an exclusive basis. ItIn isaccordance ~~governed~~with bythe provisions of ASC 810, the ~~income~~Company ~~tax~~has ~~law~~determined that BJKZ is a VIE of the ~~PRC~~WFOE and that the Company is ~~subject~~the toprimary ~~PRC~~beneficiary, ~~enterprise~~and ~~income~~accordingly, ~~tax~~the ~~(“EIT”). The~~financial ~~EIT~~statements ~~rate~~of ~~for~~BJKZ ~~companies~~are ~~operating~~consolidated ininto the ~~PRC~~results isof ~~25%~~the Company.

The ~~Company’s~~ ~~effective~~following ~~income~~assets ~~tax~~and ~~rates~~liabilities ~~were~~of 0%the ~~for~~VIE ~~the~~are ~~years~~included ~~ended~~in ~~December 31,~~the ~~2022~~accompanying ~~and~~consolidated ~~2021~~financial ~~because~~statements of ~~accumulated~~the ~~tax~~Company ~~losses brought~~as ~~forward. The applicable rates~~ of ~~income~~December 31, ~~taxes~~2023 ~~are~~and ~~as follows~~2022:

Schedule of effective rates of income taxes
Schedule of assets and liabilities
	Years ended December 31,
	Year ended December 31,
	2022			2021
	2023			2022
U.S. statutory rate		34.0	%		34.0	%
Non-current assets		376,384			-
Foreign income not registered in the U.S.		(34.0	)%		(34.0	)%
Current assets	$	47,502			20,048
PRC statutory rate		25.0	%		25.0	%
Total assets	$	423,886			20,048
Changes in valuation allowance and others		(25.0	)%		(25.0	)%
Current liabilities	$	430,746			26,688
Effective tax rate		0	%		0	%
Total liabilities	$	430,746			26,688

~~Income tax payable represented enterprise income tax at a rate of 25% of taxable income that the Company accrued but not paid. Income tax payable as of December 31, 2022 and 2021 comprises:~~F-7

Schedule of income tax expense
	Years ended December 31,
	2022		2021
Current income tax expense	$	-	$	-
Deferred tax expense (benefit)		-		-
Current income tax expense	$	-	$	-

USE OF ESTIMATES

The ~~Company~~ ~~has~~preparation ~~not~~of ~~recognized~~the anCompany’s ~~income~~financial ~~tax~~statements ~~benefit~~in ~~for~~conformity ~~its~~with ~~operating~~generally ~~losses~~accepted ~~generated~~accounting ~~based~~principles onof ~~uncertainties~~the ~~concerning~~United ~~its~~States ~~ability~~of ~~to generate~~America ~~taxable~~requires ~~income~~management into ~~future~~make ~~periods.~~estimates ~~The~~and ~~tax~~assumptions ~~benefit~~that ~~for~~affect the ~~periods~~reported ~~presented~~amounts isof ~~offset~~assets byand aliabilities ~~valuation~~and ~~allowance~~disclosure ~~established~~of ~~against deferred~~contingent ~~tax~~ assets ~~arising from the net operating losses~~ and ~~other~~liabilities ~~temporary~~at ~~differences,~~ the ~~realization~~date of ~~which~~the ~~could~~financial ~~not~~statements beand ~~considered more~~the ~~likely~~reported ~~than~~amounts ~~not.~~of Inrevenues ~~future periods, tax benefits~~ and ~~related~~expenses ~~deferred~~during ~~tax~~the ~~assets~~reporting ~~will~~period. beManagement ~~recognized~~makes ~~when~~its ~~management~~best ~~considers~~estimate ~~realization~~ of ~~such~~the ~~amounts~~ultimate tooutcome befor ~~more~~these ~~likely~~items ~~than~~based ~~not.~~on Ahistorical ~~valuation~~trends ~~allowance~~and ~~will~~other beinformation ~~maintained~~available ~~until~~when ~~sufficient positive evidence exists to support~~ the ~~reversal~~financial ofstatements ~~any~~are ~~portion~~prepared. orActual ~~all~~results ofcould ~~the~~differ ~~valuation~~from ~~allowance~~those estimates.

Schedule of deferred tax asset
	December 31,
	2022			2021
Deferred tax asset from operating losses carry-forwards	$	36,003		$	8,621
Valuation allowance		(36,003	)		(8,621	)
Deferred tax asset, net	$	-		$	-

FOREIGN CURRENCY TRANSLATION

~~F-10~~The Company’s financial statements are presented in the U.S. dollar ($), which is the Company’s reporting currency. The Company use Renminbi (“RMB”) as their functional currencies. Transactions in foreign currencies are initially recorded at the functional currency rate ruling at the date of transaction. Any differences between the initially recorded amount and the settlement amount are recorded as a gain or loss on foreign currency transaction in the statements of income. Monetary assets and liabilities denominated in foreign currency are translated at the functional currency rate of exchange ruling at the balance sheet date. Any differences are taken to profit or loss as a gain or loss on foreign currency translation in the statements of income.

~~NOTE 6~~In -accordance ~~RELATED~~with ~~PARTY~~ASC ~~TRANSACTIONS~~830, ~~AND~~Foreign ~~BALANCES~~Currency Matters, the Company translated the assets and liabilities into U.S. dollar using the rate of exchange prevailing at the applicable balance sheet date and the statements of income and cash flows are translated at an average rate during the reporting period. Adjustments resulting from the translation are recorded in shareholders’ equity as part of accumulated other comprehensive income.

a.FAIR ~~Related~~VALUE ~~party~~MEASUREMENTS

~~Schedule~~ASC ofTopic ~~Related~~820, ~~party~~Fair ~~Name~~Value ofMeasurement ~~related~~and ~~party~~Disclosures, ~~Relationship~~defines ~~with~~fair ~~the~~value ~~Company~~as ~~Suzhou~~the ~~Kesheng~~exchange ~~Investment~~price ~~Management~~that ~~Co.,~~would ~~Ltd.~~be ~~Ms.~~received ~~Guo~~for Lian isasset ~~common~~or ~~director~~paid ~~Suzhou~~to ~~Kecheng~~transfer ~~Venture~~a ~~Capital~~liability ~~Center~~ (~~Limited~~an ~~Partnership~~exit price) Msin the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ~~Guo~~This Litopic isalso ~~common~~establishes ~~director~~a ~~Beijing~~fair ~~Cabelongteng~~value ~~Investment~~hierarchy, ~~Center~~which ~~(Limited~~requires ~~Partnership)~~classification ~~Suzhou~~based ~~Kecheng~~on ~~Venture~~observable ~~Capital~~and ~~Center~~unobservable ~~(Limited~~inputs ~~Partnership)~~when ismeasuring ~~common~~fair ~~shareholder~~value. ~~Guo~~Certain Licurrent Msassets and current liabilities are financial instruments. ~~Guo~~Management Libelieves istheir carrying amounts are a reasonable estimate of fair value because of the ~~director~~short period of time between the ~~Company~~origination of such instruments and their expected realization and, if applicable, their current interest rates are equivalent to interest rates currently available. The three levels of valuation hierarchy are defined as follows:

b● Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. ~~Related~~● ~~party~~Level ~~balances~~2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. ● Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The ~~Company~~ ~~had~~carrying ~~the~~amounts ~~following~~of financial assets and liabilities, such as balance with related ~~party~~parties ~~balances~~approximate attheir ~~December 31,~~fair ~~2022~~values ~~and~~because ~~2021:~~of the short maturity of these instruments or the rate of interest of these instruments approximate the market rate of interest.

Schedule of Related party balances
	December 31,
	2022			2021
Due from (to) related parties:
Suzhou Kesheng Investment Management Co., Ltd.		9,740			10,590
Suzhou Kecheng Venture Capital Center (Limited Partnership)		(7,758	)		(8,434	)
Beijing Cabelongteng Investment Center (Limited partnership)		(1,303	)		-
Guo Li		(71,117	)		(41,435	)

F-8

~~The amounts~~CASH ~~due~~AND ~~from~~CASH ~~(to) related parties are without interest and due on demand.~~EQUIVALENTS

~~NOTE 7~~Cash and cash equivalents represent cash on hand, demand deposits, and other short-term ~~COMMITMENTS~~highly ~~AND~~liquid ~~CONTINGENCIES~~investments placed with banks, which have original maturities of three months or less and are readily convertible to known amounts of cash.

~~Operating lease~~INVENTORIES

~~The Company~~Inventories ~~did~~are ~~not~~carried ~~have~~at ~~any~~the ~~operating~~lower ~~lease~~of cost and net realizable value, as determined using the weighted average cost method. Management compares the cost of ~~December 31~~inventories with the net realizable value and if applicable, ~~2022~~an allowance is made for writing down the inventory to its net realizable value, if lower than cost. On an ongoing basis, inventories are reviewed for potential write-down for estimated obsolescence or unmarketable inventories which equals the difference between the costs of inventories and the estimated net realizable value based upon forecasts for future demand and market conditions. When inventories are written-down to the lower of cost or net realizable value, it is not marked up subsequently based on changes in underlying facts and circumstances.

~~Legal proceedings~~REVENUE RECOGNITION

~~There has~~The ~~been~~Company norecognizes ~~legal~~revenue ~~proceeding~~when: in(1) ~~which~~persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the ~~Company~~selling price is afixed ~~party~~or asdeterminable; and (4) collectability is reasonably assured. Determination of ~~December 31~~criteria (3) and (4) are based on management’s judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, ~~2022~~estimated returns and allowances, and other adjustments are provided for in the same period the related revenue is recorded.

~~NOTE 8~~INCOME ~~- SUBSEQUENT EVENT~~TAXES

~~There were~~The noCompany ~~events~~uses orthe ~~transactions~~asset ~~that~~and ~~would~~liability ~~require~~method ~~recognition~~of oraccounting ~~disclosure~~for income taxes in ~~financial~~accordance ~~statements~~with Accounting Standards Codification (“ASC”) 740, “Income Taxes” (“ASC 740”). Under this method, income tax expense is recognized as the amount of: (i) taxes payable or refundable for the current year ~~ended~~and ~~December 31, 2022~~(ii) future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of available evidence it is more likely than not that some portion or all of the deferred tax assets will not be realized.

~~F-11~~RECENT ACCOUNTING PRONOUNCEMENTS

In October 2021, the FASB issued ASU 2021-08, “Business Combinations (Topic 805) – Accounting for Contract Assets and Contract Liabilities from Contracts with Customers”, which requires that an acquirer recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606, as if it had originated the contracts. Prior to this ASU, an acquirer generally recognizes contract assets acquired and contract liabilities assumed that arose from contracts with customers at fair value on the acquisition date. The ASU is effective for fiscal years beginning after December 15, 2022, with early adoption permitted. The ASU is applied prospectively to business combinations occurring on or after the effective date of the amendment (or if adopted early as of an interim period, as of the beginning of the fiscal year that includes the interim period of early application). The Company has adopted this accounting pronouncement from January 1, 2023, and there was no material impact on its consolidated financial statements from the adoption.

F-9

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which expands reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The amendments in the ASU require that a public entity discloses, on an annual and interim basis, significant segment expenses that are regularly provided to an entity’s chief operating decision maker (“CODM”), a description of other segment items by reportable segment, and any additional measures of a segment’s profit or loss used by the CODM when deciding how to allocate resources. The amendments in this ASU are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Retrospective application is required for all prior periods presented, and early adoption is permitted. The Company does not expect the adoption of ASU No. 2023-07 to have a material impact on the Company’s consolidated financial statements or disclosures.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes: Improvements to Income Tax Disclosures. This guidance requires consistent categories and greater disaggregation of information in the rate reconciliation and disclosures of income taxes paid by jurisdiction. The guidance is effective for fiscal years beginning after December 15, 2024, with early adoption permitted, and should be applied either prospectively or retrospectively. The Company is currently evaluating the impact this guidance may have on its consolidated financial statements and related disclosures.

NOTE 3 - NET LOSS PER ORDINARY SHARE

The following table sets forth the computation of basic and diluted net loss per share for years indicated:


	Years ended December 31,
	2023			2022
Net loss attributable to the Company, basic and diluted shares	$	(96,372	)	$	(144,013	)
Weighted average ordinary shares used in computing basic and dilutive net loss per share		130,123,423			110,000,000
Net loss per common share, basic		(0.00	)		(0.00	)

There were no dilutive securities for the years ended December 31, 2023 and 2022.

NOTE 4 - INCOME TAXES

BJKZ is incorporated in the PRC. It is governed by the income tax law of the PRC and is subject to PRC enterprise income tax (“EIT”). The EIT rate for companies operating in the PRC is 25%.

The Company’s effective income tax rates were 0% for the years ended December 31, 2023 and 2022 because of accumulated tax losses brought forward. The applicable rates of income taxes are as follows:


	Years ended December 31,
	2023			2023
U.S. statutory rate		34.0	%		34.0	%
Foreign income not registered in the U.S.		(34.0	)%		(34.0	)%
PRC statutory rate		25.0	%		25.0	%
Changes in valuation allowance and others		(25.0	)%		(25.0	)%
Effective tax rate		0	%		0	%

F-10

Income tax payable represented enterprise income tax at a rate of 25% of taxable income that the Company accrued but not paid. Income tax payable as of December 31, 2023 and 2022 comprises:

Schedule of income tax expense
	Years ended December 31,
	2023		2022
Current income tax expense	$	-	$	-
Deferred tax expense (benefit)		-		-
Current income tax expense	$	-	$	-

The Company has not recognized an income tax benefit for its operating losses generated based on uncertainties concerning its ability to generate taxable income in future periods. The tax benefit for the periods presented is offset by a valuation allowance established against deferred tax assets arising from the net operating losses and other temporary differences, the realization of which could not be considered more likely than not. In future periods, tax benefits and related deferred tax assets will be recognized when management considers realization of such amounts to be more likely than not. A valuation allowance will be maintained until sufficient positive evidence exists to support the reversal of any portion or all of the valuation allowance

Schedule of deferred tax asset
	December 31,
	2023			2022
Deferred tax asset from operating losses carry-forwards	$	24,093		$	36,003
Valuation allowance		(24,093	)		(36,003	)
Deferred tax asset, net	$	-		$	-

NOTE 5 - LOAN RECEIVABLE

In March 28, 2023, whereby the Company provide the fund for $328,937 to Beijing Cabelongteng Investment Center (Limited partnership), a third party, for its business operating use. The loan amount was unsecured, with interest rate 8% per annum and March 28, 2026 of repayment. Interest income for the loan receivable was $12,080 and 0 nil, respectively for the years ended December 31, 2023 and 2022.

NOTE 6 - PROPERTY AND EQUIPMENT

The property and equipment consisted of the following:

Schedule of property and equipment
	December 31,
	2023			2022
Equipment		36,114			-
Less: accumulated depreciation		(602	)		-
Property and Equipment		35,512			-

No significant residual value is estimated for the equipment. Depreciation expense for the years ended December 31 2023 and 2022 totaled $609 and 0 nil, respectively.

NOTE 7 - ACCRUALS AND OTHER PAYABLES

Accruals and other payables consisted of the following:

Schedule of accruals and other payables
	December 31,
	2023		2022
Accrued audit fee	$	22,000	$	22,000
Executive compensation		131,800		101,800
Other		7,846		-
		161,646		123,800

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NOTE 8 - ADVANCE FROM CUSTOMER

For our operation, the proceeds received from sales are initially recorded as advance from customer, which was usually related to unsatisfied performance obligations at the end of an applicable reporting period. As of December 31, 2023, and December 31, 2022, the outstanding balance of the advance from customer was $145,800 and $Nil 0 respectively. Due to the generally short-term duration of the relevant contracts, most of the performance obligations are satisfied in the following reporting period.

NOTE 9 - RELATED PARTY TRANSACTIONS AND BALANCES

Related party

Schedule of related party
Name of related party		Relationship with the Company
Suzhou Kesheng Investment Management Co., Ltd.		Ms. Guo Li is common director
Guo Li		Ms. Guo Li is the director of the Company

Related party balances

The Company had the following related party balances at December 31, 2023 and 2022:

Schedule of related party balances
	December 31,
	2023			2022
Due from (to) related parties:
Suzhou Kesheng Investment Management Co., Ltd.		9,402			9,740
Suzhou Kecheng Venture Capital Center (Limited Partnership)		-			(7,758	)
Beijing Cabelongteng Investment Center (Limited partnership)		-			(1,303	)
Guo Li		(301,539	)		(71,117	)

The amounts due from (to) related parties are without interest and due on demand.

NOTE 10 - COMMITMENTS AND CONTINGENCIES

Operating lease

In July 2023, the Company entered a one-year lease for office space of approximately 8 square meter in China, expiring July 3, 2024, with monthly payments of approximately $94 per month.

Legal proceedings

There has been no legal proceeding in which the Company is a party as of December 31, 2023.

NOTE 11 - ORDINARY SHARES

In January and February 2023, the Company sold 97,000 ordinary shares at a purchase price of $1.00 per share.

NOTE 12 - SUBSEQUENT EVENT

There were no events or transactions that would require recognition or disclosure in financial statements for the year ended December 31, 2023.

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