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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 March 31, 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)

 

Cayman Islands   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

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)

 

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 May 30, 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 March 31, 2025 and December 31, 2024   F-1
     
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 Three Months Ended March 31, 2025 and 2024   F-3
     
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

 

i

 

 

KB GLOBAL HOLDINGS LIMITED

 

Unaudited Condensed Consolidated Balance Sheets

 

                 
    March 31,
2025
    December 31,
2024
 
    (Unaudited)        
ASSETS                
Non-current assets                
Computer equipment   $ 26,555     $ 28,096  
Total non-current assets     26,555       28,096  
                 
Current assets                
Account receivables     17,968       17,872  
Other receivables     275       1,096  
Cash and cash equivalents     2,778       3,253  
Total current assets     21,021       22,221  
Total assets   $ 47,576     $ 50,317  
                 
LIABILITIES AND SHAREHOLDERS’ DEFICIT                
Current liabilities                
Accruals and other current payables   $ 243,542     $ 294,934  
Tax payable     2,389       2,376  
Amount due to a related party     88,511       23,661  
Total current liabilities     334,442       320,971  
Total liabilities   $ 334,442     $ 320,971  
                 
Shareholders’ deficit                
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     (382,944 )     (366,416 )
Accumulated other comprehensive loss     (2,222     (2,538 )
Total shareholders’ deficit     (286,866 )     (270,654 )
Total liabilities and shareholders’ deficit   $ 47,576     $ 50,317  

 

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
March 31,

 
    2025     2024  
    (Unaudited)     (Unaudited)  
Revenue                
Software development service – related party   $ -     $ 176,564  
Cost of sales     -       (149,690 )
Gross profit     -       26,874  
Operating expenses     (16,538 )     (5,355 )
(Loss)/income from operations     (16,538 )     21,519  
Other income     10       8,734  
(Loss)/income before income tax     (16,528 )     30,253  
Income tax expense     -       -  
Net (loss)/income   $ (16,528 )   $ 30,253  
                 
Other comprehensive income/(loss)                
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’ Equity

 

 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
three months ended
March 31,
 
    2025     2024  
    (Unaudited)     (Unaudited)  
Cash flows from operations:                
(Loss)/profit from operations   $ (16,528 )   $ 30,253  
Depreciation     1,688       1,712  
Interest income     (1 )     (6,643 )
Changes in operating assets and liabilities:                
Account receivables     -       (36,372 )
Other receivables     825       (54,855 )
Account payables     -       72,489  
Accruals     (52,247 )     57,671  
Other payables     275       (1,645 )
Advance from customer     -       (145,489 )
Net cash used in operations     (65,988 )     (82,879 )
Cash flows from investing activities:                
Interest received     1       6,643  
Loan to a third party     -       (6,638 )
Net cash provided by investing activities     1       5  
Cash flows from financing activities:                
Advances from related parties     65,496       55,261  
Net cash provided by financing activities     65,496       55,261  
Effect of exchange rate change on cash and cash equivalents     16       (68 )
Net decrease in cash and cash equivalents     (475 )     (27,681 )
Cash and cash equivalents, beginning of period     3,253       28,880  
Cash and cash equivalents, end of period   $ 2,778     $ 1,199  
                 
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

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024

 

NOTE 1 – Organization and Business Description

 

KB Global Holdings Limited (the “Company”) was incorporated in the Cayman Islands on November 17, 2017 with 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 PRC on August 13, 2018. BJKZ is an information technology company which is engaged 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 gained full control over the management of BJKZ and receives the economic benefits of BJKZ.

 

Note 2 – Summary of Significant Accounting Policies

 

Basis of Presentation

 

The 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 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 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:

 

               
    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

 

 

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 Currency 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 its functional 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 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. dollars using the rate of exchange prevailing at the applicable balance sheet date. 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.

 

Fair Value 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:

 

  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 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.

 

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.

 

Computer equipment

 

Computer equipment is stated at cost less accumulated depreciation and impairment losses. Depreciation is provided using the straight-line method based on the estimated useful life. The estimated useful life of computer equipment is 5 years.

 

Revenue Recognition

 

The Company recognizes revenue in accordance with Accounting Standards Codification (ASC) Topic 606 – Revenue from Contracts with Customers. Revenue is recognized when control of the promised service is transferred to the customer in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services.

 

The 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

 

 

ASU 2024-03, 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.

 

The Company has evaluated other new accounting standards issued by the FASB and SEC that are not yet effective. Management does not expect these standards to have a material impact on the consolidated financial statements upon adoption.

 

Recently Adopted Accounting Pronouncements

 

ASU 2023-07, Segment Reporting – Improvements to Reportable Segment Disclosures (“ASU 2023-07”), requires enhanced disclosures related to significant segment expenses and a description of how the chief operating decision maker utilizes segment operating profit or loss to allocate resources and assess segment performance for all public entities. Additionally, the standard requires disclosures of significant segment expenses and other segment items as well as incremental qualitative disclosures.

 

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

 

Note 3 – Revenue

 

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

 

           
    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 5 – Income Tax

 

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 three months ended March 31, 2025 and 2024 because of accumulated tax losses brought forward. The applicable rates of income taxes are as follows:

 

               
    For the
three months ended
March 31,
 
    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 %

 

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.

 

               
    March 31,
2025
    December 31,
2024
 
    (Unaudited)        
Deferred tax asset from operating losses carry-forwards   $ 4,132     $ -  
Valuation allowance     (4,132 )     -  
Deferred tax asset, net   $ -     $ -  

 

Note 6 – Computer Equipment

 

The property and equipment consisted of the following:

 

               
    March 31,
2025
    December 31,
2024
 
    (Unaudited)        
At cost   $ 35,605     $ 35,415  
Less: accumulated depreciation     (9,050 )     (7,319 )
Property and Equipment   $ 26,555     $ 28,096  

 

No significant residual value is estimated for the equipment. Depreciation expense for the three months ended March 31, 2025 and 2024 totaled $1,688 and $1,712, respectively.

 

F-9

 

 

Note 7 – Accruals and Other Payables

 

Accruals and other payables consisted of the following:

 

               
    March 31,
2025
    December 31,
2024
 
    (Unaudited)        
Accrued audit fee   $ 10,000     $ 50,000  
Executive compensation     232,898       244,565  
Rental fee     275       -  
Other     369       369  
    $ 243,542     $ 294,934  

 

Note 8 – Related Party Transactions and Balances

 

a. 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 Transactions

 

No revenue was recognized for the three months ended March 31, 2025.

 

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.

 

c. Related party balances

 

The Company had the following related party balances at March 31, 2025 and December 31, 2024:

 

               
    March 31,
2025
    December 31,
2024
 
    (Unaudited)        
Due to related parties:                
Guo Li     (88,511 )     (23,661 )

 

The amounts due to related parties are without interest and due on 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 was no legal proceeding in which the Company was a party as of March 31, 2025.

 

Note 10 – Segment Reporting

 

The Company operates as one operating segment, providing information technology (IT) development and consulting services to a broad range of clients across various industries. The 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.

 

The Company’s Chief Operating 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.

 

Note 11 – Subsequent 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.

 

Results of Operations

 

The following table sets forth a summary of our consolidated results of operations for the quarters ended March 31, 2025 and 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
March 31,
 
    2025     2024  
    (Unaudited)     (Unaudited)  
Revenue                
Software development service – related party   $ -     $ 176,564  
Cost of sales     -       (149,690 )
Gross profit     -       26,874  
Operating expenses     (16,538 )     (5,355 )
(Loss)/income from operations     (16,538 )     21,519  
Other income     10       8,734  
(Loss)/income before income tax     (16,528 )     30,253  
Income tax expense     -       -  
Net (loss)/income   $ (16,528 )   $ 30,253  
                 
Other comprehensive income/(loss)                
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  

 

1

 

 

Revenue

 

For the three months ended March 31, 2025, the Company’s revenue was $0.

 

Operating expenses

 

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

 

Net loss

 

Due to the above reasons, we realized a net loss of $16,528 during the three months ended March 31, 2025. In the first quarter of 2024, we incurred a net profit of $30,253.

 

Taxation

 

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

 

1) 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.

 

2) 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 March 31, 2025, we had only $21,021 in current assets and had current liquidities including accrued payables totaling $243,542 and a $88,511 debt to a related party. The debt of $88,511 is owed to our CEO; we do not expect her to require payment in the near term.

 

2

 

 

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 March 31, 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 March 31, 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 March 31, 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 three months ended March 31, 2025, there was no accounting estimate we made that were subject to a high degree of uncertainty and was critical to our results.

 

3

 

 

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, 2024.

 

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

 

There were no unregistered sales of equity securities during the first quarter of 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 first quarter of fiscal year 2025.

 

ITEM 3 – DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4 – MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5 – OTHER INFORMATION

 

During the quarter ended March 31, 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).

 

4

 

 

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: 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)

 

5