UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(MARK ONE)
For the quarter ended
For the transition period from to
(Exact name of Registrant as specified in its charter)
Commission File Number:
| Not applicable | ||
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
Guangdong Province,
Tel: (
(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: Ordinary Shares, $0.00001 par value
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.
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).
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 | ☐ | |
| ☒ | 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 ☐
As of July 2, 2026, there were shares of the registrant’s ordinary shares outstanding.
KB GLOBAL HOLDINGS LIMITED
INDEX TO FINANCIAL STATEMENTS
i
KB GLOBAL HOLDINGS LIMITED
Unaudited Condensed Consolidated Balance Sheets
| March 31, 2026 |
December 31, 2025 |
|||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Non-current assets | ||||||||
| Computer equipment | $ | $ | ||||||
| Total non-current assets | ||||||||
| Current assets | ||||||||
| Other receivables | ||||||||
| Amounts due from related parties | ||||||||
| Cash and cash equivalents | ||||||||
| Total current assets | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND SHAREHOLDERS’ DEFICIT | ||||||||
| Current liabilities | ||||||||
| Accruals and other current payables | $ | $ | ||||||
| Tax payable | ||||||||
| Amount due to a related party | ||||||||
| Total current liabilities | ||||||||
| Total liabilities | $ | $ | ||||||
| Shareholders’ deficit | ||||||||
| Ordinary shares, $ par value; shares authorized; shares issued and outstanding at March 31, 2026 and December 31, 2025 | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( |
) | ( |
) | ||||
| Accumulated other comprehensive loss | ( |
) | ( |
) | ||||
| Total shareholders’ deficit | ( |
) | ( |
) | ||||
| Total liabilities and shareholders’ deficit | $ | $ | ||||||
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
| For the three months ended March 31, |
||||||||
| 2026 | 2025 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Revenue | ||||||||
| Software development service – related party | $ | $ | ||||||
| Cost of sales | ||||||||
| Gross profit | ||||||||
| Operating expenses | ( |
) | ( |
) | ||||
| Loss from operations | ( |
) | ( |
) | ||||
| Other income | ||||||||
| Loss before income tax | ( |
) | ( |
) | ||||
| Income tax expense | ||||||||
| Net loss | $ | ( |
) | $ | ( |
) | ||
| Other comprehensive (loss)/income | ||||||||
| Foreign currency translation adjustments | ( |
) | ||||||
| Comprehensive loss | $ | ( |
) | $ | ( |
) | ||
| Basic and diluted loss per ordinary share | $ | ) | $ | ) | ||||
| Basic and diluted weighted average ordinary share outstanding | ||||||||
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, 2026 (Unaudited)
| Ordinary shares | Additional paid-in |
Accumulated | Accumulated other comprehensive |
Shareholders’ | ||||||||||||||||||||
| Number | Amount | capital | deficit | loss | deficit | |||||||||||||||||||
| Balance as of January 1, 2026 | $ | $ | $ | ( |
) | $ | ( |
) | $ | ( |
) | |||||||||||||
| Net loss | - | ( |
) | ( |
) | |||||||||||||||||||
| Foreign currency translation adjustment | - | ( |
) | ( |
) | |||||||||||||||||||
| Balance as of March 31, 2026 | $ | $ | $ | ( |
) | $ | ( |
) | $ | ( |
) | |||||||||||||
For the three months ended March 31, 2025 (Unaudited)
| Ordinary shares | Additional paid-in |
Accumulated | Accumulated other comprehensive |
Shareholders’ | ||||||||||||||||||||
| Number | Amount | capital | deficit | (loss)/income | deficit | |||||||||||||||||||
| Balance as of January 1, 2025 | $ | $ | $ | ( |
) | $ | ( |
) | $ | ( |
) | |||||||||||||
| Net loss | - | ( |
) | ( |
) | |||||||||||||||||||
| Foreign currency translation adjustment | - | |||||||||||||||||||||||
| Balance as of March 31, 2025 | $ | $ | $ | ( |
) | $ | ( |
) | $ | ( |
) | |||||||||||||
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, |
||||||||
| 2026 | 2025 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Cash flows from operations: | ||||||||
| Net loss | $ | ( |
) | $ | ( |
) | ||
| Depreciation | ||||||||
| Interest income | ( |
) | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Other receivables | ||||||||
| Accruals | ( |
) | ( |
) | ||||
| Other payables | ||||||||
| Net cash used in operations | ( |
) | ( |
) | ||||
| Cash flows from investing activities: | ||||||||
| Interest received | ||||||||
| Repayments received from related parties | ||||||||
| Net cash provided by investing activities | ||||||||
| Cash flows from financing activities: | ||||||||
| Advances from related parties | ||||||||
| Repayment to related parties | ( |
) | ||||||
| Net cash provided by financing activities | ||||||||
| Effect of exchange rate change on cash and cash equivalents | ||||||||
| Net decrease in cash and cash equivalents | ( |
) | ( |
) | ||||
| Cash and cash equivalents, beginning of period | ||||||||
| Cash and cash equivalents, end of period | $ | $ | ||||||
| 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 THE THREE MONTHS ENDED MARCH 31, 2026
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1 – Organization and Business Description
KB Global Holdings Limited (the “Company”) was incorporated in the Cayman Islands on November 17, 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. (the “BJKZ”) was incorporated in PRC on August 13, 2018. BJKZ is an information technology company which engaged in information technology development and consulting services.
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 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, such as BJKZ, should be consolidated in a company’s consolidated financial statements. Pursuant to the exclusive business cooperation agreement, WFOE has the exclusive right to provide to BJKZ technical development, technical support, management consultation and other related services on an exclusive basis. In accordance with the provisions of ASC 810, the Company has determined that BJKZ is a VIE of the WFOE, that the Company is the primary beneficiary and, 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, 2026 and December 31, 2025:
| March 31, 2026 |
December 31, 2025 |
|||||||
| (Unaudited) | ||||||||
| Non-current assets | $ | $ | ||||||
| Current assets | $ | $ | ||||||
| Total assets | $ | $ | ||||||
| Current liabilities | $ | $ | ||||||
| Total liabilities | $ | $ | ||||||
F-5
Going Concern
The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As reflected in the consolidated financial statements, the Company incurred a net loss of $
Management has evaluated these conditions and concluded that its plans, as described below, alleviate the substantial doubt:
| (i) | Director Ms. Guo Li has continued to provide financial support to the Company. During the three months ended March 31, 2026, the amount due to Ms. Guo Li increased from $ |
| (ii) | management is actively pursuing additional software development engagements that are expected to generate operating cash flows in the next twelve months; and |
| (iii) | the Company will continue to control its operating expenses and to defer non-essential expenditures, including the deferral of executive compensation, until cash flows from operations become positive. |
Based on these plans, management believes that the Company will have sufficient resources to meet its obligations as they fall due for at least twelve months from the date these consolidated financial statements are issued. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
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. dollar using the rate of exchange prevailing at the applicable balance sheet date and the statements of income and cash flows are translated at an average rate during the reporting period. Adjustments resulting from the translation are recorded in shareholders’ equity as part of accumulated other comprehensive income.
F-6
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 balance with related parties approximate their fair values because of the short maturity of these instruments or the rate of interest of these instruments approximate the market rate of interest.
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.
F-7
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.
Accounts Receivable and Allowance for Credit Losses
Accounts receivable are recorded at the invoiced amount, net of an allowance for expected credit losses. The Company adopted ASC 326, Financial Instruments — Credit Losses, and applies the current expected credit loss (“CECL”) model to its accounts receivable. The Company estimates expected credit losses based on a combination of historical loss experience, current conditions, and reasonable and supportable forecasts of future economic conditions, including the financial condition and creditworthiness of the counterparty. Accounts receivable are written off when the Company concludes that all reasonable collection efforts have been exhausted and the receivable is no longer considered recoverable.
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.
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.
F-8
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, 2025, on a retrospective basis. For additional information, refer to Note 10: Segment Reporting.
The following table sets forth the computation of basic and diluted net loss per ordinary share for the period indicated:
| For the three months ended March 31, |
||||||||
| 2026 | 2025 | |||||||
| Net loss attributable to the Company, basic and diluted shares | $ | ( |
) | $ | ( |
) | ||
| Weighted average ordinary shares used in computing basic and diluted net loss per share | ||||||||
| Net loss per ordinary share, basic and diluted | $ | ) | $ | |||||
There were
Note 4 – 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
The Company’s effective income tax rates were
| For the three months ended March 31, |
||||||||
| 2026 | 2025 | |||||||
| U.S. statutory rate | % | % | ||||||
| Foreign income not registered in the U.S. | ( |
)% | ( |
)% | ||||
| PRC statutory rate | % | % | ||||||
| Changes in valuation allowance and others | ( |
)% | ( |
)% | ||||
| Effective tax rate | % | % | ||||||
F-9
Income tax payable represented enterprise income tax at a rate of 25% of taxable income that the Company accrued but not paid. Income tax expense for the three months ended March 31, 2026 and 2025 comprises:
| For the three months ended March 31, |
||||||||
| 2026 | 2025 | |||||||
| Current income tax expense | ||||||||
| Deferred tax expense (benefit) | ||||||||
| Income tax expense | ||||||||
The Company has not recognized an income tax benefit for its operating losses generated based on uncertainties concerning its ability to generate taxable income in future periods. The tax benefit for the periods presented is offset by a valuation allowance established against deferred tax assets arising from the net operating losses and other temporary differences, the realization of which could not be considered more likely than not. In future periods, tax benefits and related deferred tax assets will be recognized when management considers realization of such amounts to be more likely than not. A valuation allowance will be maintained until sufficient positive evidence exists to support the reversal of any portion or all of the valuation allowance:
| March 31, 2026 |
December 31, 2025 |
|||||||
| (Unaudited) | (Unaudited) | |||||||
| Deferred tax asset from operating losses carry-forwards | $ | $ | ||||||
| Valuation allowance | ( |
) | ( |
) | ||||
| Deferred tax asset, net | $ | $ | ||||||
Note 5 – Computer Equipment
The property and equipment consisted of the following:
| March 31, 2026 |
December 31, 2025 |
|||||||
| (Unaudited) | ||||||||
| At cost | $ | $ | ||||||
| Less: accumulated depreciation | ( |
) | ( |
) | ||||
| Property and Equipment | $ | $ | ||||||
No significant residual value is estimated for the equipment. Depreciation expense for the three months ended March 31, 2026 and 2025 totaled $
F-10
Note 6 – Accruals and Other Payables
Accruals and other payables consisted of the following:
| March 31, 2026 |
December 31, 2025 |
|||||||
| (Unaudited) | ||||||||
| Accrued audit fee | $ | $ | ||||||
| Executive compensation | ||||||||
| Professional fee | ||||||||
| Other | ||||||||
| $ | $ | |||||||
Note 7 – Related Party Transactions and Balances
| a. | Related party |
| Name of related party | Relationship with the Company | |
| b. | Related Party Transactions |
During the year ended December 31, 2025, the Company made advances totalling $
F-11
| c. | Related party balances |
The Company had the following related party balances at March 31, 2026 and December 31, 2025:
| March 31, 2026 |
December 31, 2025 |
|||||||
| (Unaudited) | ||||||||
| Due from/(to) related parties: | ||||||||
| Shenzhen Jiecheng Enterprise Management Consulting Co., Ltd | ||||||||
| Sichuan Chuanghe Culture Media Co., Ltd | ||||||||
| Guo Li | ( |
) | ( |
) | ||||
The amounts due to related parties are without interest and due on demand.
Note 8 – Commitments and Contingencies
During 2024 and 2025, 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, commencing July 4, 2024, and expiring July 3, 2025, with monthly lease payments of approximately $ |
| ● | In August 2024, the Company commenced another lease expiring July 31, 2025, with monthly payments of approximately $ |
| ● | In November 2024, the Company entered into a lease expiring October 31, 2025, with monthly payments of approximately $ |
The Company recognizes lease expense on a straight-line basis over the lease term. For the three months ended March 31, 2026 and 2025, total lease expenses were $
Legal proceedings
There has been no legal proceeding in which the Company is a party as of March 31, 2026.
In January and February 2023, the Company sold ordinary shares at a purchase price of $ per share.
F-12
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. The categories of significant segment expenses regularly provided to the CODM and included in the measure of segment loss are set out in the table below.
The following table presents selected financial information with respect to the Company’s single operating segment for the three months ended March 31, 2026 and 2025:
| For the three months ended March 31, |
||||||||
| 2026 | 2025 | |||||||
| Revenue | $ | $ | ||||||
| Cost of sales | ||||||||
| Gross profit | ||||||||
| Operating expenses: | ||||||||
| Depreciation | ||||||||
| Office expense | ||||||||
| Professional fee | ||||||||
| Staff costs | ||||||||
| Other operating expenses | ||||||||
| Total operating expenses | ( |
) | ( |
) | ||||
| Loss from operations | ( |
) | ( |
) | ||||
| Other income | ||||||||
| Loss before income tax | ( |
) | ( |
) | ||||
| Income tax expense | ||||||||
| Net loss | $ | ( |
) | $ | ( |
) | ||
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, 2026.
F-13
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 Three Months Ended March 31, 2026 and 2025. This information should be read together with our unaudited consolidated financial statements and related notes included elsewhere in this report. The results of operations in any period are not necessarily indicative of our future trends.
| For the three months ended March 31, |
||||||||
|---|---|---|---|---|---|---|---|---|
| 2026 | 2025 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Revenue | ||||||||
| Software development service – related party | $ | - | $ | - | ||||
| Cost of sales | - | - | ||||||
| Gross profit | - | - | ||||||
| Operating expenses | (37,175 | ) | (16,538 | ) | ||||
| Loss from operations | (37,175 | ) | (16,538 | ) | ||||
| Other income | - | 10 | ||||||
| Loss before income tax | (37,175 | ) | (16,528 | ) | ||||
| Income tax expense | - | - | ||||||
| Net loss | $ | (37,175 | ) | $ | (16,528 | ) | ||
| Other comprehensive (loss)/income | ||||||||
| Foreign currency translation adjustments | (14 | ) | (316 | ) | ||||
| Comprehensive loss | $ | (37,189 | ) | $ | (16,212 | ) | ||
| Basic and diluted loss 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, 2026, 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 $37,175 during the three months ended March 31, 2026. In the first quarter of 2025, we realized a net loss of $16,528.
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 may in the future make to our shareholders will not be 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, 2026, we had only $22,895 in current assets and had current liabilities including accrued payables totaling $462,530 including a $218,615 debt to a related party. The debt of $218,615 is owed to our CEO; we do not expect her to require payment in the near term.
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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, 2026, there was no accounting estimate we made that were subject to a high degree of uncertainty and was critical to our results.
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, 2026. 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 was not effective as of March 31, 2026 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, 2026 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.
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PART II: OTHER INFORMATION
ITEM 1 – LEGAL PROCEEDINGS
None.
ITEM 1A – RISK FACTORS
As a smaller reporting company, we are not required to provide a statement of risk factors.
ITEM 2 – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
There were no unregistered sales of equity securities during the first quarter of 2026 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 2026.
ITEM 3 – DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4 – MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5 – OTHER INFORMATION
During the quarter ended March 31, 2026, no director or officer
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ITEM 6 – EXHIBITS
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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: July 2, 2026 | 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) | |
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