Filing Compare · KB Global Holdings Ltd

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

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

For the quarter ended ~~September 30~~March 31, ~~2024~~2025

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

For the transition period from to

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.)

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

No.4th Central Road, Futian, Shenzhen GA

Guangdong Province, 518000, People’s Republic of China

Tel: (86) 0755-8320 1415

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

Harneys Fiduciary (Cayman) Limited,

4th Floor, Harbour Place,

103 South Church Street, P.O. Box 10240,

Grand Cayman KY1-1002, Cayman Islands

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered

Securities registered pursuant to Section 12(g) of the Act: None

Check 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 registrant 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 registrant has submitted electronically every Interactive Data File required to be submitted 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 registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated Filer	☐	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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~December~~May 1030, ~~2024~~2025, there were 130,097,000 shares of the registrant’s common stock outstanding.

KB GLOBAL HOLDINGS LIMITED

INDEX TO FINANCIAL STATEMENTS

		Page
Unaudited Condensed Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023		F-1
Unaudited Condensed Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024		F-1
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three Months and Nine Months Ended September 30, 2024 and 2023		F-2
Unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss)/Income for the Three Months Ended March 31, 2025 and 2024		F-2
Unaudited Condensed Consolidated Statements of Shareholders’ Equity for the Nine Months Ended September 30, 2024 and 2023		F-3
Unaudited Condensed Consolidated Statements of Shareholders’ Equity for the Three Months Ended March 31, 2025 and 2024		F-3
Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2024 and 2023		F-4
Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2025 and 2024		F-4
Notes to Unaudited Condensed Consolidated Financial Statements		F-5 – F-11

KB GLOBAL HOLDINGS LIMITED

Unaudited Condensed Consolidated Balance Sheets

	September 30,			December 31,
	March 31, 2025			December 31, 2024
	2024			2023
	(Unaudited)
ASSETS
Non-current assets
Property and equipment	$	30,972		$	35,512
Computer equipment	$	26,555		$	28,096
Loan receivable		310,682			340,872
Total non-current assets		26,555			28,096
Total non-current assets		341,654			376,384
Current assets
Account receivables	$	1817,~~589~~968		$	-17,872
Other receivables		~~1,496~~275			~~559~~1,096
Subscription receivables		1,100			1,100
Cash and cash equivalents		2,778			3,253
Amounts due from related parties		-			9,402
Total current assets		21,021			22,221
Cash and cash equivalents		67,795			28,880
Total assets	$	47,576		$	50,317
Total current assets		88,980			39,941
Total assets	$	430,634		$	416,325
LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current liabilities
Accruals and other current payables	$	~~249~~243,~~149~~542		$	~~161~~294,~~646~~934
Advance from customer		-			145,800
Tax payable		2,389			2,376
Tax payable		2,471			2,423
Amount due to a related party		88,511			23,661
Amount due to related parties		388,173			301,539
Total current liabilities		334,442			320,971
Total current liabilities		639,793			611,408
Total liabilities	$	334,442		$	320,971
Total liabilities		639,793			611,408
Shareholders’ deficit
Ordinary shares, $0.00001 par value; 500,000,000 shares authorized; 130,097,000 shares were issued and outstanding at September 30, 2024 and December 31, 2023, respectively.		1,301			1,301
Ordinary shares, $0.00001 par value; 500,000,000 shares authorized; 130,097,000 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively.		1,301			1,301
Additional paid-in capital		96,999			96,999
Accumulated deficit		(~~307~~382,~~776~~944	)		(~~292~~366,~~195~~416	)
Accumulated other comprehensive income		317			(1,188	)
Accumulated other comprehensive loss		(2,222	)		(2,538	)
Total shareholders’ deficit		(~~209~~286,~~159~~866	)		(~~195~~270,~~083~~654	)
Total liabilities and shareholders’ deficit	$	~~430~~47,~~634~~576		$	~~416~~50,~~325~~317

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

F-1

KB GLOBAL HOLDINGS LIMITED

Unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss)/Income

	For the Three Months Ended September 30						For the Nine Months Ended September 30
	For the three months ended March 31,
	2024			2023			2024			2023
	2025			2024
Revenue		-			-			180,028			-
	(Unaudited)			(Unaudited)
Cost of sales		-			-			(149,601	)		-
Revenue
Gross profit		-			-			30,427			-
Software development service – related party	$	-		$	176,564
Other income		6,730			12			22,982			19
Cost of sales		-			(149,690	)
Operating expenses		(17,546	)		(4,466	)		(68,990	)		(32,546	)
Gross profit		-			26,874
Loss from operations		(10,816	)		(4,454	)		(15,581	)		(32,527	)
Operating expenses		(16,538	)		(5,355	)
Income tax expense		-			-			-			-
(Loss)/income from operations		(16,538	)		21,519
Net loss		(10,816	)		(4,454	)		(15,581	)		(32,527	)
Other income		10			8,734
Other comprehensive loss
(Loss)/income before income tax		(16,528	)		30,253
Foreign currency translation adjustments		2,675			(201	)		1,505			(2,802	)
Income tax expense		-			-
Comprehensive loss		(8,141	)		(4,655	)		(14,076	)		(35,329	)
Net (loss)/income	$	(16,528	)	$	30,253
Basic and diluted earnings per ordinary share		(0.00	)		(0.00	)		(0.00	)		(0.00	)
Other comprehensive income/(loss)
Basic and diluted weighted average ordinary shares outstanding		130,097,000			130,097,000			130,097,000			130,090,734
Foreign currency translation adjustments		316			(898	)
Comprehensive (loss)/income	$	(16,212	)	$	29,355
Basic and diluted (loss)/earnings per ordinary share	$	(0.00	)	$	0.00
Basic and diluted weighted average ordinary share outstanding		130,097,000			130,097,000

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

F-2

KB GLOBAL HOLDINGS LIMITED

Unaudited Condensed Consolidated Statements of Shareholders’ ~~Deficit~~Equity

	Ordinary shares				Additionalpaid-in		Accumulated			Accumulatedothercomprehensive income			Shareholder’
	Number		Amount		capital		deficit			(loss)			equity
Balance as of January 1, 2024		130,097,000	$	1,301	$	96,999	$	(292,195	)	$	(1,188	)	$	(195,083	)
Net profit		-		-		-		30,253			-			30,253
Foreign currency translation adjustment		-		-		-		-			(898	)		(898	)
Balance as of March 31, 2024		130,097,000	$	1,301	$	96,999	$	(261,942	)	$	(2,086	)	$	(165,728	)
Net loss		-		-		-		(35,018	)		-			(35,018	)
Foreign currency translation adjustment		-		-		-		-			(272	)		(272	)
Balance as of June 30, 2024		130,097,000	$	1,301	$	96,999	$	(296,960	)	$	(2,358	)	$	(201,018	)
Net loss		-		-		-		(10,816	)		-			(10,816	)
Foreign currency translation adjustment		-		-		-		-			2,675			2,675
Balance as of September 30, 2024		130,097,000	$	1,301	$	96,999	$	(307,776	)	$	317		$	(209,159	)
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		-		-		-		(23,843	)		-			(23,843	)
Foreign currency translation adjustment		-		-		-		-			(9	)		(9	)
Balance as of March 31, 2023		130,097,000	$	1,301	$	96,999	$	(219,666	)	$	400		$	(120,966	)
Net loss		-		-		-		(4,230	)		-			(4,230	)
Foreign currency translation adjustment		-		-		-		-			(2,592	)		(2,592	)
Balance as of June 30, 2023		130,097,000	$	1,301	$	96,999	$	(223,896	)	$	(2,192	)	$	(127,788	)
Net loss		-		-		-		(4,454	)		-			(4,454	)
Foreign currency translation adjustment		-		-		-		-			(201	)		(201	)
Balance as of September 30, 2023		130,097,000	$	1,301	$	96,999	$	(228,350	)	$	(2,393	)	$	(132,443	)

For the three months ended March 31, 2025 (Unaudited)


	Ordinary shares				Additional paid-in		Accumulated			Accumulated other comprehensive			Shareholders’
	Number		Amount		capital		deficit			loss			deficit
Balance as of January 1, 2025		130,097,000	$	1,301	$	96,999	$	(366,416	)	$	(2,538	)	$	(270,654	)
Net loss		-		-		-		(16,528	)		-			(16,528	)
Foreign currency translation adjustment		-		-		-		-			316			316
Balance as of March 31, 2025		130,097,000	$	1,301	$	96,999	$	(382,944	)	$	(2,222	)	$	(286,866	)

For the three months ended March 31, 2024 (Unaudited)


	Ordinary shares				Additional paid-in		Accumulated			Accumulated other comprehensive			Shareholders’
	Number		Amount		capital		deficit			loss			deficit
Balance as of January 1, 2024		130,097,000	$	1,301	$	96,999	$	(292,195	)	$	(1,188	)	$	(195,083	)
Net income		-		-		-		30,253			-			30,253
Foreign currency translation adjustment		-		-		-		-			(898	)		(898	)
Balance as of March 31, 2024		130,097,000	$	1,301	$	96,999	$	(261,942	)	$	(2,086	)	$	(165,728	)

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

F-3

KB GLOBAL HOLDINGS LIMITED

Unaudited Condensed Consolidated Statements of Cash Flows

	For the nine months ended September 30
	For the three months ended March 31,
	2024			2023
	2025			2024
	(Unaudited)			(Unaudited)
Cash flows from operations:
Loss from operations	$	(15,581	)	$	(32,527	)
(Loss)/profit from operations	$	(16,528	)	$	30,253
Interest income		(20,897	)		(19	)
Depreciation		1,688			1,712
Depreciation of property and equipment		5,122			-
Interest income		(1	)		(6,643	)
Share based compensation expense		-			20,843
Changes in operating assets and liabilities:
Account receivables		~~(18,138~~-	)		-(36,372	)
Other receivables		~~(904~~825	)		-(54,855	)
Accrual		92,225			(19,000	)
Account payables		-			72,489
Other payables		(7,452	)		-
Accruals		(52,247	)		57,671
Advance from customer		(145,103	)		-
Other payables		275			(1,645	)
Net cash used in operations		(110,728	)		(30,703	)
Advance from customer		-			(145,489	)
Cash Flows from Investing Activities:
Net cash used in operations		(65,988	)		(82,879	)
Interest received		20,897			19
Cash flows from investing activities:
Loan to a third party		-			-
Interest received		1			6,643
Advances from a third party		36,097
Loan to a third party		-			(6,638	)
Net cash (used in) provided by investing activities		56,994			19
Net cash provided by investing activities		1			5
Cash flows from financing activities:
Issuance of shares		-			97,200
Advances from related parties		65,496			55,261
Advances from related parties		91,038			158,031
Net cash provided by financing activities		65,496			55,261
Repayment to related parties		-			(104,442	)
Effect of exchange rate change on cash and cash equivalents		16			(68	)
Net cash provided by financing activities		91,038			150,789
Net decrease in cash and cash equivalents		(475	)		(27,681	)
Effect of exchange rate change on cash and cash equivalents		1,611			(4,165	)
Cash and cash equivalents, beginning of period		3,253			28,880
Net increase in cash and cash equivalents		38,915			115,940
Cash and cash equivalents, end of period	$	2,778		$	1,199
Cash and cash equivalents, beginning of period		28,880			1,334
Cash and cash equivalents, end of period	$	67,795		$	117,274
Supplemental cash flow disclosure:
Cash paid for interest expense	$	-		$	-
Cash paid for income taxes	$	-		$	-

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

F-4

KB GLOBAL HOLDINGS LIMITED

~~FOR~~NOTES ~~THE~~TO ~~NINE~~UNAUDITED ~~MONTHS~~CONDENSED ~~ENDED~~CONSOLIDATED ~~SEPTEMBER~~FINANCIAL ~~30, 2024~~STATEMENTS

~~NOTES~~FOR TO THE ~~UNAUDITED~~THREE ~~CONDENSED~~MONTHS ~~FINANCIAL~~ENDED ~~STATEMENTS~~MARCH 31, 2025 AND 2024

NOTE 1 – ~~ORGANIZATION~~Organization ~~AND~~and ~~BUSINESS~~Business ~~DESCRIPTION~~Description

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

On November 20, 2017, Kesheng Global (HK) Limited, or “Kesheng HK”, was incorporated in Hong Kong as a wholly-owned subsidiary of KB Global Holdings Limited.

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.

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

On November 30, 2018, WFOE entered into an exclusive business cooperation agreement with the shareholders of BJKZ, through which WFOE ~~has~~ gained full control over the management of BJKZ and receives the economic benefits of BJKZ.

~~NOTE~~Note 2 – ~~SUMMARY~~Summary OFof ~~SIGNIFICANT~~Significant ~~ACCOUNTING~~Accounting ~~POLICIES~~Policies

~~BASIS~~Basis OFof ~~PRESENTATION~~Presentation

The ~~unaudited condensed~~ consolidated financial statements 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.

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 ability. All VIEs 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 ~~VIEs~~VIE, 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. Accordingly, the financial statements of BJKZ are consolidated ~~with~~into the results of the Company.

The following assets and liabilities of the VIE are included in the accompanying consolidated financial statements of the Company as of March 31, 2025 and December 31, 2024:

Schedule of assets and liabilities
	March 31, 2025		December 31, 2024
	(Unaudited)
Non-current assets	$	26,555	$	28,096
Current assets	$	30,885	$	32,033
Total assets	$	57,440	$	60,129

Current liabilities	$	89,460	$	80,491
Total liabilities	$	89,460	$	80,491

F-5

~~The~~Use ~~following assets and liabilities~~ of ~~the VIE are included in the accompanying consolidated financial statements of the Company as of September 30, 2024 and December 31, 2023:~~Estimates

Schedule of assets and liabilities
	September 30, 2024		December 31,2023
	(Unaudited)
Non-current assets	$	341,654	$	376,384
Current assets		96,714		47,502
Total assets	$	438,368	$	423,886
Current liabilities	$	453,028	$	430,746
Total liabilities	$	453,028	$	430,746

USE OF ESTIMATES

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.

~~FOREIGN~~Foreign ~~CURRENCY~~Currency ~~TRANSLATION~~Translation

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~~its functional ~~currencies~~ currency. 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 ~~translation~~ 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.

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

~~FAIR~~Fair ~~VALUE~~Value ~~MEASUREMENTS~~Measurements

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:

F-6

	●	Level 1 inputs to the valuation methodology are quoted prices (unadjusted) 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 financial instruments.

	●	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~~balances 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.

~~CASH AND CASH EQUIVALENTS~~F-6

Cash and Cash Equivalents

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

~~INVENTORIES~~Computer equipment

~~Inventories~~Computer ~~are~~equipment ~~carried~~is stated at ~~the~~cost ~~lower~~less ofaccumulated ~~cost~~depreciation and ~~net~~impairment ~~realizable value, as determined using the weighted average cost method~~losses. ~~Management~~Depreciation ~~compares the cost of inventories with the net realizable value and if applicable, an allowance~~ is ~~made~~provided ~~for~~using ~~writing down~~ the ~~inventory to its net realizable value, if lower than cost. On an ongoing basis, inventories are reviewed for potential write~~straight-~~down~~line ~~for~~method ~~estimated~~based ~~obsolescence~~on ~~or unmarketable inventories which equals~~ the ~~difference between the costs of inventories and the~~ estimated ~~net~~useful ~~realizable value based upon forecasts for future demand and market conditions~~life. ~~When~~The ~~inventories~~estimated ~~are~~useful ~~written-down~~life ~~to the lower~~ of ~~cost~~computer orequipment ~~net realizable value, it~~ is ~~not~~5 ~~marked up subsequently based on changes in underlying facts and circumstances~~years.

~~REVENUE~~Revenue ~~RECOGNITION~~Recognition

The Company recognizes revenue ~~when:~~in ~~(1)~~accordance ~~persuasive~~with ~~evidence~~Accounting ofStandards anCodification ~~arrangement exists;~~ (2ASC) ~~delivery~~Topic ~~has~~606 ~~occurred;~~– ~~(3)~~Revenue ~~the~~from ~~selling~~Contracts ~~price~~with isCustomers. ~~fixed~~Revenue ~~or determinable; and (4) collectability~~ is ~~reasonably~~recognized ~~assured.~~when ~~Determination~~control of ~~criteria~~the ~~(3)~~promised ~~and~~service ~~(4)~~is ~~are~~transferred ~~based~~to ~~on management’s judgments regarding~~ the ~~fixed~~customer ~~nature~~in ofan ~~the~~amount ~~selling~~that ~~prices~~reflects of the ~~products~~consideration ~~delivered and~~ the ~~collectability~~Company ofexpects ~~those~~to ~~amounts.~~be ~~Provisions~~entitled ~~for discounts and rebates~~ to ~~customers,~~in ~~estimated~~exchange ~~returns and allowances, and other adjustments are provided~~ for inthose ~~the same period the related revenue is recorded~~services.

~~INCOME~~The ~~TAXES~~Company generates revenue exclusively from software development services, which involve the design, development, and delivery of customized software solutions based on customer specifications. Each contract typically includes a single performance obligation — the delivery of the completed software solution. Revenue is recognized at a point in time, upon customer acceptance or delivery of the completed software, whichever occurs later. This reflects the point at which the customer obtains control of the software and the Company has fulfilled its performance obligation.

Income Tax

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.

Recent Accounting Pronouncements

Recent Accounting Pronouncements, not yet adopted

ASU 2023-09, Income Taxes (“ASU 2023-09”), requires disclosure of specific categories and disaggregation of information in the rate reconciliation table and expands disclosures related to income taxes paid. The new standard is effective for fiscal years beginning after December 15, 2024 and is to be applied prospectively. The Company is currently evaluating the impact, if any, adoption will have on its consolidated financial statements and disclosures.

ASU 2024-02, Codification Improvements-Amendments to Remove References to the Concepts Statements (“ASU 2024-02”) updates accounting standards for revenue recognition (ASC 606), lease accounting (ASC 842), and impairment of long-lived assets (ASC 360). ASU 2024-02 provides enhanced guidance for estimating variable consideration, accounting for contract modifications, determining lease terms, and simplifying impairment testing for long-lived assets. It also introduces increased disclosure requirements for financial instruments and derivatives. ASU 2024-02 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact, if any, adoption will have on its consolidated financial statements and disclosures.

F-7

~~RECENT~~ASU ~~ACCOUNTING~~2024-03, ~~PRONOUNCEMENTS~~Disaggregation of Income Statement Expenses (“ASU 2024-03”), requires public companies to disaggregate key expense categories, such as inventory purchases, employee compensation and depreciation in their financial statements. This aims to improve investor insight into company performance. ASU 2024-03 is effective for fiscal years beginning after December 15, 2024, and interim periods within fiscal years beginning after December 15, 2025, with early adoption permitted. The Company is currently evaluating the impact, if any, adoption will have on its consolidated financial statements and disclosures.

InThe ~~October 2021,~~Company ~~the~~has ~~FASB~~evaluated ~~issued~~other ~~ASU~~new ~~2021-08,~~accounting ~~“Business~~standards ~~Combinations~~issued ~~(Topic~~by 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.~~FASB ~~Prior to this ASU, an acquirer generally recognizes contract assets acquired~~ and ~~contract~~SEC ~~liabilities assumed~~ that ~~arose~~are ~~from~~not ~~contracts~~yet ~~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~~Management ~~ASU~~does isnot ~~applied~~expect ~~prospectively~~these standards to ~~business~~have ~~combinations~~a 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~~the consolidated financial statements ~~from~~upon ~~the~~ adoption.

InRecently ~~November 2023,~~Adopted ~~the~~Accounting 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.Pronouncements

~~In December 2023, the FASB issued~~ ASU ~~No.~~ 2023-0907, ~~Income~~Segment ~~Taxes:~~Reporting – Improvements to ~~Income~~Reportable ~~Tax~~Segment Disclosures. ~~This~~(“ASU ~~guidance~~2023-07”), requires ~~consistent~~enhanced ~~categories~~disclosures ~~and~~related ~~greater~~to ~~disaggregation~~significant ofsegment ~~information~~expenses ~~in the rate reconciliation~~ and ~~disclosures~~a description of ~~income~~how ~~taxes~~the ~~paid~~chief byoperating ~~jurisdiction.~~decision ~~The~~maker ~~guidance~~utilizes issegment ~~effective~~operating ~~for~~profit ~~fiscal~~or ~~years~~loss ~~beginning~~to ~~after~~allocate ~~December 15,~~resources ~~2024, with early adoption permitted,~~ and ~~should~~assess besegment ~~applied~~performance ~~either~~for ~~prospectively~~all orpublic ~~retrospectively~~entities. ~~The~~Additionally, ~~Company~~the isstandard ~~currently~~requires ~~evaluating~~disclosures ~~the~~of ~~impact~~significant ~~this~~segment ~~guidance~~expenses ~~may~~and ~~have~~other onsegment ~~its~~items ~~consolidated~~as ~~financial~~well ~~statements~~as ~~and~~incremental ~~related~~qualitative disclosures.

~~NOTE~~The 3Company –adopted ~~REVENUE~~ASU 2023-07 effective December 31, 2024, on a retrospective basis. For additional information, refer to Note 10: Segment Reporting.

WeNote ~~recorded~~3 ~~$180,028 and~~– ~~nil 0 in revenue, respectively, for the nine months ended September 30, 2024 and 2023:~~ Revenue

Schedule of revenue
	Nine months ended September 30,
	2024		2023
Software development service	$	180,028	$	-
		180,028		-

We recorded $0 and $176,564 in revenue, respectively, for the three months ended March 31, 2025 and 2024:

Schedule of revenue
	For the three months ended March 31,
	2025		2024
Software development service	$	-	$	176,564
		-		176,564

Note 4 – Net (Loss)/Profit per Ordinary Share

The following table sets forth the computation of basic and diluted net (loss)/profit per ordinary share for the period indicated:


	For the three months ended March 31,
	2025			2024
Net (loss)/profit attributable to the Company,basic and diluted shares	$	(16,528	)	$	30,253

Weighted average ordinary shares used in computing basic and diluted net (loss)/profit per share		130,097,000			130,097,000

Net (loss)/profit per ordinary share, basic and diluted	$	(0.00	)	$	0.00

There were no dilutive securities for the three months ended March 31, 2025 and 2024.

F-8

~~NOTE~~Note 45 – ~~NET~~Income ~~LOSS PER ORDINARY SHARE~~Tax

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

Schedule of basic and diluted net loss per ordinary share
	Nine months ended September 30,
	2024			2023
Net loss attributable to the Company, basic and diluted shares	$	(15,581	)	$	(32,527	)
Weighted average ordinary shares used in computing basic and dilutive net loss per share		130,097,000			130,090,734
Net loss per ordinary share, basic and dilutive	$	(0.00	)	$	(0.00	)

There were no dilutive securities for the nine months ended September 30, 2024 and 2023.

NOTE 5 – 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 ~~nine~~three months ended ~~September 30~~March 31, ~~2024~~2025 and ~~2023~~2024 because of accumulated tax losses brought forward. The applicable rates of income taxes are as follows:

Schedule of effective rates of income taxes
	Nine months ended September 30,
	For the three months ended March 31,
	2024			2023
	2025			2024
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	%

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 September 30, 2024 and December 31, 2023 comprises:

Schedule of income tax expense
	September 30,2024		December 31,2023
	(Unaudited)
Current income tax expense	$	-	$	-
Deferred tax expense (benefit)		-		-
Current income tax expense	$	-	$	-

F-9

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
	September 30, 2024			December 31,2023
	March 31, 2025			December 31, 2024
	(Unaudited)
Deferred tax asset from operating losses carry-forwards	$	34,~~895~~132		$	~~24,093~~-
Valuation allowance		(34,~~895~~132	)		~~(24,093~~-	)
Deferred tax asset, net	$	-		$	-

~~NOTE~~Note 6 – ~~LOAN~~Computer ~~RECEIVABLE~~Equipment

In March 28, 2023, whereby the Company provide the fund for $282,854 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 $20,886 and 0 nil, respectively for the nine months ended September 30, 2024 and 2023.

NOTE 7 – PROPERTY AND EQUIPMENT

The property and equipment consisted of the following:

Schedule of property and equipment
	September 30,2024			December 31,2023
	March 31, 2025			December 31, 2024
	(Unaudited)
Equipment	$	36,835		$	36,114
At cost	$	35,605		$	35,415
Less: accumulated depreciation		(59,~~863~~050	)		(~~602~~7,319	)
	$	30,972		$	35,512
Property and Equipment	$	26,555		$	28,096

No significant residual value is estimated for the equipment. Depreciation expense for the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024 totaled $51,~~122~~ 688 and ~~0 nil~~$1,712, respectively.

~~NOTE 8 – ACCRUALS AND OTHER PAYABLES~~F-9

Note 7 – Accruals and Other Payables

Accruals and other payables consisted of the following:

Schedule of accruals and other payables
	September 30,2024		December 31,2023
	March 31, 2025		December 31, 2024
	(Unaudited)
Accrued audit fee	$	310,000	$	2250,000
Executive compensation		~~245~~232,~~791~~898		~~131~~244,~~800~~565
Other		358		7,846
Rental fee		275		-
	$	249,149	$	161,646
Other		369		369
	$	243,542	$	294,934

~~F-10~~Note 8 – Related Party Transactions and Balances

NOTE 9 – 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 September 30, 2024 and December 31, 2023, the outstanding balance of the advance from customer was nil 0 and $145,800 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 10 – 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 Beijing Cabelongteng The controlling party of this entity is also a shareholder of the Company

b. Related ~~party~~Party ~~balances~~Transactions

~~The~~No ~~Company~~revenue ~~had~~was ~~the~~recognized ~~following~~for ~~related~~the ~~party~~three ~~balances~~months atended ~~September 30,~~March ~~2024 and December~~ 31, ~~2023:~~2025.

Schedule of related party balances
	September 30, 2024			December 31, 2023
	(Unaudited)
Due from (to) related parties:
Suzhou Kesheng Investment Management Co., Ltd.		-			9,402
Guo Li		(388,173	)		(301,539	)

During the three months ended March 31, 2024, the Company provided software development services to Beijing Cabelongteng Investment Center (Limited Partnership), a related party, and recognized revenue of $176,564.

~~The~~c. ~~amounts~~Related ~~due~~party ~~from (to) related parties are without interest and due on demand.~~balances

~~NOTE~~The 11Company –had ~~COMMITMENTS~~the ~~AND~~following ~~CONTINGENCIES~~related party balances at March 31, 2025 and December 31, 2024:

Operating lease

InThe ~~July 2024,~~amounts ~~the~~due ~~Company~~to ~~entered~~related aparties ~~one-year~~are ~~lease~~without ~~for~~interest ~~office~~and ~~space~~due ofon ~~approximately 8 square meter in China, expiring July 3, 2025, with monthly payments of approximately $93 per month~~demand.

F-10

Note 9 – Commitments and Contingencies

During 2024, the Company entered into several short-term operating lease agreements for office space in China. These leases are each for a term of one year or less and are therefore not recognized on the balance sheet in accordance with the short-term lease exemption under ASC 842.

●

In July 2024, the Company leased approximately 8 square meters of office space, expiring July 3, 2025, with monthly lease payments of approximately $92.

●

In August 2024, the Company commenced another lease expiring February 28, 2025, with monthly payments of approximately $275.

●

In November 2024, the Company entered into a lease expiring October 31, 2025, with monthly payments of approximately $344.

The Company recognizes lease expense on a straight-line basis over the lease term. For the three months ended March 31, 2025 and 2024, total lease expenses were $2,131 and $279, respectively.

Legal proceedings

There ~~has~~was ~~been~~ no legal proceeding in which the Company was is a party as of ~~September~~March 3031, ~~2024~~2025.

~~NOTE~~Note 1210 – ~~ORDINARY~~Segment ~~SHARES~~Reporting

InThe ~~January~~Company ~~and~~operates ~~February 2023~~as one operating segment, ~~the~~providing ~~Company~~information ~~sold~~technology ~~97,000~~(IT) ~~ordinary~~development ~~shares~~and atconsulting services to a ~~purchase~~broad ~~price~~range of $1clients across various industries.00 ~~per~~The ~~share~~Company’s primary revenue streams include custom software development, IT consulting, and system integration services. These services collectively account for approximately 100% of the Company’s revenue.

~~NOTE~~The 13Company’s –Chief ~~SUBSEQUENT~~Operating ~~EVENT~~Decision Maker (CODM) is its Chief Executive Officer (CEO), who evaluates financial performance and allocates resources based on information presented on a consolidated basis. The CODM uses consolidated net income as the primary measure of financial performance and assesses results by comparing actual performance to historical trends and internal forecasts.

~~There~~Note ~~were~~11 no– ~~events~~Subsequent ~~or transactions that would require recognition or disclosure in financial statements for the nine months ended September 30, 2024.~~Event

There were no events or transactions that would require recognition or disclosure in financial statements for the three months ended March 31, 2025.

F-11

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our unaudited consolidated financial statements and the related notes included elsewhere in this quarterly report. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” and elsewhere in this filing.

Overview

KB Global Holdings Limited (“Company”) is a high-tech driven management company in China. We aspire to become one of the most trusted brands among the Chinese business community. To achieve this goal, we intend to leverage on our existing strengths and pursue the following strategies:

●

Achieve greater synergy between investment and industry;

●

Continue product innovation to enhance our value proposition for our clients;

●

Further grow our client base and increase our market penetration nationwide;

●

Broaden our individual and corporate client base; and

●

Enhance our IT infrastructure and proprietary database.

Basis of Accounting

The accompanying consolidated financial statements (referred to hereafter as the “financial statements”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

All intercompany transactions and balances have been eliminated.

Results of Operations

The following table sets forth a summary of our consolidated results of operations for the ~~Three~~quarters ~~Months~~ended ~~and Nine Months Ended September~~March 3031, ~~2024~~2025 and ~~2023~~2024. This information should be read together with our unaudited 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 Three Months Ended September 30						For the Nine Months Ended September 30
	For the three months ended March 31,
	2024			2023			2024			2023
	2025			2024
Revenue		-			-			180,028			-
	(Unaudited)			(Unaudited)
Cost of sales		-			-			(149,601	)		-
Revenue
Gross profit		-			-			30,427			-
Software development service – related party	$	-		$	176,564
Other income		6,730			12			22,982			19
Cost of sales		-			(149,690	)
Operating expenses		(17,546	)		(4,466	)		(68,990	)		(32,546	)
Gross profit		-			26,874
Loss from operations		(10,816	)		(4,454	)		(15,581	)		(32,527	)
Operating expenses		(16,538	)		(5,355	)
Income tax expense		-			-			-			-
(Loss)/income from operations		(16,538	)		21,519
Net loss		(10,816	)		(4,454	)		(15,581	)		(32,527	)
Other income		10			8,734
Other comprehensive loss
(Loss)/income before income tax		(16,528	)		30,253
Foreign currency translation adjustments		2,675			(201	)		1,505			(2,802	)
Income tax expense		-			-
Comprehensive loss		(8,141	)		(4,655	)		(14,076	)		(35,329	)
Net (loss)/income	$	(16,528	)	$	30,253
Basic and diluted earnings per ordinary share		(0.00	)		(0.00	)		(0.00	)		(0.00	)
Other comprehensive income/(loss)
Basic and diluted weighted average ordinary share outstanding		130,097,000			130,097,000			130,097,000			130,090,734
Foreign currency translation adjustments		316			(898	)
Comprehensive (loss)/income	$	(16,212	)	$	29,355
Basic and diluted (loss)/earnings per ordinary share	$	(0.00	)	$	0.00
Basic and diluted weighted average ordinary share outstanding		130,097,000			130,097,000

Revenue

For the ~~nine~~three months ended ~~September 30~~March 31, ~~2024~~2025, the Company’s revenue was $~~180,028~~0. ~~This was paid by a single customer, Beijing Cabelongteng Investment Center, for whom the Company developed an enterprise software package.~~

Operating expenses

Operating expenses consisted primarily of fees paid to employees and an audit fee.

Net loss

~~Our~~Due ~~net~~to ~~loss~~the ~~fell~~above ~~from $32~~reasons,~~527~~ inwe ~~the~~realized ~~the~~a ~~nine months~~net ~~ended~~loss ~~September~~of ~~30, 2023 to~~ $1516,~~581~~528 induring the ~~nine~~three months ended ~~September 30~~March 31, ~~2024~~2025. ~~The reasons for the modest loss in 2024 are set forth above.~~ In the first ~~half~~quarter of ~~2023~~2024, we incurred a ~~larger~~ net ~~loss~~profit ~~because~~of ~~we had no revenue~~$30,253.

Taxation

Our company, our subsidiaries, and our consolidated VIE file tax returns separately.

Value added tax (“VAT”)

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 taxpayers. Our PRC subsidiary and our consolidated VIE are subject to VAT at 6% of their revenues.

Income tax

Cayman Islands

The Cayman Islands currently levies no taxes on the Company based upon profits, income, gains or appreciation. In addition, payments of dividends that we make to our shareholders are not subject to withholding tax in the Cayman Islands.

Hong Kong

Kesheng HK, which was incorporated in Hong Kong, is subject to a corporate income tax rate of 16.5%.

PRC

Our subsidiary 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.

The current PRC Enterprise Income Tax Law imposes a 10% withholding income tax for dividends distributed by foreign invested enterprises to their immediate holding companies outside the PRC. A lower withholding tax rate will be applied if there is a tax treaty arrangement between the PRC and the jurisdiction of the foreign holding company. Distributions to holding companies in Hong Kong that satisfy certain requirements specified by PRC tax authorities, for example, will be subject to a 5% withholding tax rate.

Liquidity and Capital Resources

To date we have realized revenue from one sale only: an enterprise software package that we sold in the first quarter of 2024 to a single customer. We will not be able to generate significant additional sales until we obtain sufficient working capital to enable us to market our services broadly. At ~~September 30~~March 31, ~~2024 we had a working capital deficit of ($550~~2025,~~813),~~ as we had only $8821,~~980~~021 in current assets and had current ~~expenses~~liquidities including accrued payables totaling $~~249~~243,~~149~~542 and a $~~388~~88,~~173~~511 debt to a related ~~parties~~party. The debt of $~~388~~88,~~173~~511 is owed to our CEO; we do not expect her to require payment in the near term.

Our principal asset is a loan receivable of $310,682. The loan does not mature until the end of March, 2026. Therefore, in order to fund our growth, we will have to secure capital investment. At present, however, we have no commitments from any investor to provide funds for our operations.2

During the first nine months of 2024 we used $110,728 in operations. The primary reason for this use was that the funds obtained by closing the sale of our enterprise software had been credited to cash flow when received in the 4th quarter of 2023. Our operations during the first nine months of 2024, therefore, were funded by a loan of $91,038 from our CEO.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Internal Control over Financial Reporting

Evaluation of Disclosure Controls and Procedures

Our management maintains disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are designed to provide reasonable assurance that the material information required to be disclosed by us in our periodic reports filed or submitted under the Exchange Act are processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our management team, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended, as of ~~September 30~~March 31, ~~2024~~2025. Based on this evaluation, we concluded that our disclosure controls and procedures have the following material weaknesses:

●

The relatively small number of employees who are responsible for accounting functions prevents us from segregating duties within our internal control system.

●

Our internal financial staff lack expertise in identifying and addressing complex accounting issues under U.S. Generally Accepted Accounting Principles.

●

Our Chief Financial Officer is not familiar with the accounting and reporting requirements of a U.S. public company.

●

We have not developed sufficient documentation concerning our existing financial processes, risk assessment and internal controls.

Based on their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the Company’s system of disclosure controls and procedures were not effective as of ~~September 30~~March 31, ~~2024~~2025 for the purposes described in this paragraph.

Changes in Internal Control over Financial Reporting

No changes in the Company’s internal control over financial reporting came to management’s attention during the quarter ended ~~September 30~~March 31, ~~2024~~2025 that have materially affected, or are likely to materially affect, the Company’s internal control over financial reporting.

Quantitative and Qualitative Disclosure about Market Risk

Not applicable.

Critical Accounting Policies

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.

In connection with the preparation of our financial statements for the ~~nine~~three months ended ~~September 30~~March 31, ~~2024~~2025, there was no accounting estimate we made that were subject to a high degree of uncertainty and was critical to our results.

PART II: OTHER INFORMATION

ITEM 1 – LEGAL PROCEEDINGS

None.

ITEM 1A – RISK FACTORS

There have been no material changes in our risk factors from those previously disclosed in our annual report on Form 10-K for the year ended December 31, ~~2023~~2024.

ITEM 2 – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

There were no unregistered sales of equity securities during the ~~third~~first quarter of ~~2024~~2025 that have not been previously reported.

The Company did not repurchase any of its equity securities that were registered under Section 12 of the Securities Exchange Act during the ~~third~~first quarter of fiscal year ~~2024~~ 2025.

ITEM 3 – DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4 – MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5 – OTHER INFORMATION

During the quarter ended ~~September~~March 3031, ~~2024~~2025, no director or officer adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K.

ITEM 6 – EXHIBITS

Exhibit No.		Description
31.1		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Principal 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 Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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 (formatted as Inline XBRL and contained in Exhibit 101).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: December 10, 2024	KB Global Holdings Limited
Date: May 30, 2025	KB Global Holdings Limited
	By:	/s/ Li Guo
	Name:	Li Guo
	Title:	Chief Executive Officer (Principal Executive Officer)
	By:	/s/ Ziyong Hu
	Name:	Ziyong Hu
	Title:	Chief Financial Officer (Principal Financial and Accounting Officer)

Schedule of related party balances

March 31,
2025

December 31,
2024

(Unaudited)

Due to related parties: