As filed with the Securities and Exchange Commission on ~~November~~June 124, ~~2023~~2024

Registration No. 333-261688

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~~March 3031, ~~2023~~2024

☐ 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	~~3080~~00-0000000Not applicable	~~00-0000000 Not applicable~~
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)
(State or other jurisdiction ofincorporation or organization)	(I.R.S. EmployerIdentification No.)

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

No.4th Central Road, Futian, ~~Shenzhen~~ GAShenzhen

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~~

~~Copies~~103 ~~to:~~South Church Street, P.O. Box 10240,

~~McMurdo~~Grand ~~Law~~Cayman ~~Group~~KY1-1002, ~~LLC~~Cayman Islands

~~1185~~ ~~Avenue~~Securities ofregistered ~~the~~pursuant ~~Americas,~~to ~~3rd~~Section 12(b) ~~Floor~~of the Act:

~~New~~Title ~~York,~~of NYeach ~~10036~~class Trading Symbol(s) Name of each exchange on which registered

Securities registered pursuant to Section 12(~~917~~g) ~~318-2865~~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~~Filer ☒☐ Smaller reporting company ☒ Emerging ~~Growth~~growth ~~Company~~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 ☒

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

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

KB GLOBAL HOLDINGS LIMITED

INDEX TO FINANCIAL STATEMENTS

		Page
Unaudited Condensed Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022		1
Unaudited Condensed Consolidated Balance Sheets as of March 31, 2024 and December 31, 2023		F-1
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three Months and Nine Months Ended September 30, 2023 and 2022		2
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three Months Ended March 31, 2024 and 2023		F-2
Unaudited Condensed Consolidated Statements of Shareholders’ Equity for the Nine Months Ended September 30, 2023 and 2022		3
Unaudited Condensed Consolidated Statements of Shareholders’ Equity for the Three Months Ended March 31, 2024 and 2023		F-3
Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2023 and 2022		4
Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2024 and 2023		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,			December 31,
	2023			2022
	2024			2023
	(Unaudited)
ASSETS
Non-current assets
Property and equipment	$	33,506		$	35,512
Loan receivable		344,535			340,872
Total non-current assets		378,041			376,384
Current assets
Other receivables	$	-		$	1,100
Account receivables		36,137			-
Subscription receivables		1,100			-
Other receivables		55,053			559
Amounts due from related parties		110,127			9,740
Subscription receivables		1,100			1,100
Cash and cash equivalents		117,274			1,334
Amounts due from related parties		-			9,402
Total current assets		228,501			12,174
Cash and cash equivalents		1,199			28,880
Total assets	$	228,501		$	12,174
Total current assets		93,489			39,941
Total assets	$	471,530		$	416,325
LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current liabilities
Accrual	$	104,800		$	123,800
Account payables	$	72,019		$	-
Tax payable		2,384			2,510
Accruals and other current payables		211,332			161,646
Amounts due to related parties		253,760			80,178
Advance from customer		-			145,800
Total current liabilities		360,944			206,488
Tax payable		8,191			2,423
Total liabilities		360,944			206,488
Amount due to related parties		345,716			301,539
Total current liabilities		637,258			611,408
Total liabilities		637,258			611,408
Shareholders’ equity
Ordinary shares, $0.00001 par value; 500,000,000 shares authorized; 130,097,000 and 110,000,000 were shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively.		1,301			1,100
Ordinary shares, $0.00001 par value; 500,000,000 shares authorized; 130,097,000 shares were issued and outstanding at March 31, 2024 and December 31, 2023, respectively.		1,301			1,301
Additional paid-in capital		96,999			-96,999
Accumulated deficit		(~~228~~261,~~350~~942	)		(~~195~~292,~~823~~195	)
Accumulated other comprehensive income		(2,~~393~~086	)		~~409~~(1,188	)
Total shareholders’ deficit		(~~132~~165,~~443~~728	)		(~~194~~195,~~314~~083	)
Total liabilities and shareholders’ equity	$	~~228~~471,~~501~~530		$	12416,~~174~~325

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
	2023			2022			2023			2022
	2024			2023
Revenue		-			-			-			-
	(Unaudited)			(Unaudited)
Cost of sales		-			-			-			-
Revenue	$	176,564		$	-
Gross profit		-			-			-			-
Cost of sales		(149,690	)		-
Other income		12			1			19			1
Gross profit		26,874			-
Operating expenses		(4,466	)		(3,000	)		(32,546	)		(9,000	)
Other income		8,734			1
Loss from operations		(4,454	)		(2,999	)		(32,527	)		(8,999	)
Operating expenses		(5,355	)		(23,844	)
Income tax expense		-			-			-			-
Profit/(loss) from operations		30,253			(23,843	)
Net loss		(4,454	)		(2,999	)		(32,527	)		(8,999	)
Income tax expense		-			-
Other comprehensive (loss) income
Net profit/(loss)	$	30,253		$	(23,843	)
Foreign currency translation adjustments		(201	)		270			(2,802	)		519
Other comprehensive loss
Comprehensive loss		(4,655	)		(2,729	)		(35,329	)		(8,480	)
Foreign currency translation adjustments		(898	)		(9	)
Basic and diluted earnings per ordinary share		(0.00	)		(0.00	)		(0.00	)		(0.00	)
Comprehensive income/(loss)		29,355			(23,852	)
Basic and diluted weighted average ordinary share outstanding		130,097,000			110,000,000			130,090,734			110,000,000
Basic and diluted earnings per ordinary share		(0.00	)		(0.00	)
Basic and diluted weighted average ordinary share outstanding		130,097,000			130,077,993

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

F-2

KB GLOBAL HOLDINGS LIMITED

Unaudited Condensed Consolidated Statements of Shareholders’ Equity

	Ordinary shares				~~Additional paid~~Additionalpaid-in		Accumulated			~~Accumulated~~Accumulatedothercomprehensive ~~other comprehensive~~ 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	)
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	)
Balance as of January 1, 2022		110,000,000	$	1,100	$	-	$	(51,810	)	$	(38	)	$	(50,748	)
Net loss		-		-		-		(3,000	)		-			(3,000	)
Foreign currency translation adjustment		-		-		-		-			(11	)		(11	)
Balance as of March 31, 2022		110,000,000	$	1,100		-	$	(54,810	)	$	(49	)	$	(53,759	)
Net loss		-		-		-		(3,000	)		-			(3,000	)
Foreign currency translation adjustment		-		-		-		-			260			260
Balance as of June 30, 2022		110,000,000	$	1,100		-	$	(57,810	)	$	211		$	(56,499	)
Net loss		-		-		-		(2,999	)		-			(2,999	)
Foreign currency translation adjustment		-		-		-		-			270			270
Balance as of September 30, 2022		110,000,000	$	1,100		-	$	(60,809	)	$	481		$	(59,228	)

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
	2023			2022
	2024			2023
	(Unaudited)			(Unaudited)
Cash flows from operations:
Loss from operations	$	(32,527	)	$	(8,999	)
Profit/(loss) from operations	$	30,253		$	(23,843	)
Interest income		(19	)		-
Depreciation of property and equipment		1,712			-
Share based compensation expense		20,843			-
Interest income		(6,643	)		(1	)
Share based compensation expense		-			20,843
Changes in operating assets and liabilities:
Accrual		(19,000	)		(19,000	)
Account receivables		(36,372	)		-
Net cash used in operations		(30,703	)		(27,999	)
Other receivables		(54,855	)		-
Account payables		72,489			-
Accrual		57,671			3,000
Other payables		(1,645	)		-
Advance from customer		(145,489	)		-
Net cash used in operations		(82,879	)		(1	)
Cash Flows from Investing Activities:
Interest received		196,643			-1
Net Cash Provided By Investing Activities		19			-
Loan to a third party		(6,638	)		-
Net cash provided by investing activities		5			1
Cash flows from financing activities:
Issuance of shares		~~97,200~~-			-4,200
Advances from related parties		~~158~~55,~~031~~261			291,~~364~~374
Repayment to related parties		~~(104,442~~-	)		-(3,800	)
Net cash provided by financing activities		~~150~~55,~~789~~261			291,~~364~~774
Effect of exchange rate change on cash and cash equivalents		(~~4,165~~68	)		~~(104~~98	)
Net increase in cash and cash equivalents		115,940			1,261
Net (decreased) increase in cash and cash equivalents		(27,681	)		1,872
Cash and cash equivalents, beginning of period		128,~~334~~880			441,334
Cash and cash equivalents, end of period	$	~~117~~1,~~274~~199		$	13,~~305~~206
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 ~~September~~ SEPTEMBER 30, 2023

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 1 - ORGANIZATION AND BUSINESS DESCRIPTION

KB Global Holdings Limited (the “Company”) iswas incorporated in the Cayman Islands on 17 November 2017 with the authorized capital of 5 ~~billion~~million 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 the right to receive the economic benefits of the operations of BJKZ.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF 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 should be referred to as ~~VIE~~VIEs, ~~BJKZ~~and should be consolidated in a company’s consolidated financial statements. Pursuant to the exclusive business cooperation agreement, WFOE has the exclusive right to provide to BJKZ technical development, technical support, management consultation and other related services on an exclusive basis. In accordance with the provisions of ASC 810, the Company has determined that BJKZ is a VIE of the WFOE and that the Company is the primary beneficiary, and accordingly, the financial statements of BJKZ are consolidated into the results of the Company.

~~The following assets and liabilities of the VIE are included in the accompanying consolidated financial statements of the Company as of September 30, 2023 and December 31, 2022:~~F-5

Schedule of assets and liabilities
	September 30, 2023		December 31,2022
	(Unaudited)
Current assets	$	235,923	$	20,048
Total assets	$	235,923	$	20,048
Current liabilities	$	244,820	$	26,688
Total liabilities	$	244,820	$	26,688

The following assets and liabilities of the VIE are included in the accompanying consolidated financial statements of the Company as of March 31, 2024 and December 31, 2023:

Schedule of assets and liabilities
	March 31, 2024		December 31, 2023
	(Unaudited)
Non-current assets	$	378,041	$	376,384
Current assets		100,976		47,502
Total assets	$	479,017	$	423,886

Current liabilities	$	452,778	$	430,746
Total liabilities	$	452,778	$	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 CURRENCY TRANSLATION

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

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 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.

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:

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 the 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.

6INVENTORIES

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

REVENUE RECOGNITION

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

INCOME TAXES

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

F-7

RECENT ACCOUNTING PRONOUNCEMENTS

In ~~March~~October ~~2020~~2021, the FASB issued ASU ~~2020~~2021-0408, ~~Reference~~“Business ~~Rate~~Combinations ~~Reform~~ (Topic ~~848~~805) ~~(“ASU~~– ~~2020-04”).~~Accounting ~~ASU~~for ~~2020-04~~Contract ~~contains~~Assets ~~practical~~and ~~expedients~~Contract ~~for~~Liabilities ~~reference~~from ~~rate~~Contracts ~~reform~~with ~~related~~Customers”, ~~activities~~which requires that ~~impact~~an ~~debt,~~acquirer ~~leases,~~recognize ~~derivatives~~and measure contract assets and ~~other~~contract liabilities acquired in a business combination in accordance with Topic 606, as if it had originated the contracts. ~~The~~Prior ~~guidance~~to inthis ASU, ~~2020-04~~an isacquirer ~~optional~~generally recognized contract assets acquired and ~~may~~contract beliabilities ~~elected~~assumed ~~over~~that ~~time~~arose asfrom ~~reference~~contracts ~~rate~~with ~~reform~~customers ~~activities~~at ~~occur~~fair value on the acquisition date. The ~~Company~~ASU ~~continues~~is effective for fiscal years beginning after December 15, 2022, with early adoption permitted. The ASU is applied prospectively to ~~evaluate~~business combinations occurring on or after the ~~impact~~effective date of the ~~guidance~~amendment ~~and~~(or ~~may~~if ~~apply~~adopted ~~the~~early ~~elections~~ as ~~applicable~~of an interim period, as ~~changes~~of inthe beginning of the ~~market~~fiscal ~~occur~~year that includes the interim period of early application). The Company has adopted this accounting pronouncement from January 1, 2023, and there was no material impact on its consolidated financial statements from the adoption.

In ~~August~~November ~~2020~~2023, the FASB issued ASU ~~2020~~2023-0607, ~~Debt~~Segment -Reporting ~~Debt with Conversion and Other Options~~ (~~Subtopic~~Topic ~~470- 20~~280) ~~and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40)~~: ~~Accounting~~Improvements ~~for~~to ~~Convertible~~Reportable ~~Instruments~~Segment ~~and Contracts in an Entity’s Own Equity (“ASU 2020-06”)~~Disclosures, which ~~simplifies~~expands ~~the~~reportable ~~accounting~~segment ~~for~~disclosure ~~certain~~requirements, ~~financial~~primarily ~~instruments~~through ~~with~~enhanced ~~characteristics~~disclosures ofabout ~~liabilities~~significant ~~and~~segment ~~equity~~expenses. ~~This~~The ~~ASU~~amendments ~~(1)~~in ~~simplifies~~ the ~~accounting~~ASU ~~for~~require ~~convertible~~that ~~debt~~a ~~instruments~~public ~~and~~entity ~~convertible preferred stock by removing the existing guidance in ASC 470-20~~discloses, ~~Debt:~~on ~~Debt~~an ~~with~~annual ~~Conversion~~ and ~~Other~~interim ~~Options~~basis, ~~that~~significant ~~requires~~segment ~~entities~~expenses tothat ~~account~~are ~~for~~regularly ~~beneficial~~provided ~~conversion~~to ~~features~~an ~~and~~entity’s ~~cash~~chief ~~conversion~~operating ~~features~~decision inmaker ~~equity~~(“CODM”), ~~separately~~a ~~from~~description ~~the~~of ~~host~~other ~~convertible~~segment ~~debt~~items orby ~~preferred~~reportable ~~stock;~~segment, ~~(2)~~and ~~revises~~any ~~the~~additional ~~scope~~measures ~~exception~~of ~~from~~a ~~derivative~~segment’s ~~accounting~~profit inor ~~ASC~~loss ~~815-40~~used ~~for~~by ~~freestanding~~the ~~financial~~CODM ~~instruments~~when ~~and~~deciding ~~embedded~~how ~~features that are both indexed~~ to ~~the~~allocate ~~issuer’s~~resources. ~~own~~The ~~stock~~amendments ~~and classified~~ in ~~stockholders’~~this ~~equity,~~ASU byare ~~removing~~effective ~~certain~~for ~~criteria~~fiscal ~~required~~years ~~for~~beginning ~~equity~~after ~~classification;~~December 15, 2023, and ~~(3)~~interim ~~revises~~periods ~~the~~within ~~guidance~~fiscal inyears ~~ASC~~beginning ~~260,~~after ~~Earnings Per Share~~December 15, to2024. ~~require~~Retrospective ~~entities~~application tois ~~calculate~~required ~~diluted~~for ~~earnings~~all ~~per~~prior ~~share~~periods ~~(“EPS”)~~presented, ~~for~~and ~~convertible~~early ~~instruments~~adoption byis ~~using the if-converted method~~permitted. InThe ~~addition,~~Company ~~entities~~does ~~must~~not ~~presume~~expect ~~share~~the ~~settlement~~adoption ~~for~~of ~~purposes~~ASU ofNo. ~~calculating~~2023-07 ~~diluted~~to ~~EPS~~have ~~when~~a anmaterial ~~instrument~~impact ~~may~~on bethe ~~settled~~Company’s inconsolidated ~~cash~~financial statements or ~~shares~~disclosures.

~~For~~In ~~SEC filers~~December 2023, ~~excluding~~the ~~smaller~~FASB ~~reporting~~issued ~~companies,~~ ASU ~~2020~~No. 2023-0609, isIncome ~~effective~~Taxes: ~~for~~Improvements ~~fiscal~~to ~~years~~Income ~~beginning~~Tax ~~after~~Disclosures. ~~December 15,~~This ~~2021~~guidance ~~including~~requires ~~interim~~consistent ~~periods~~categories ~~within~~and ~~those~~greater ~~fiscal~~disaggregation ~~years.~~of ~~Early~~information ~~adoption~~in isthe ~~permitted,~~rate ~~but~~reconciliation noand ~~earlier~~disclosures ~~than~~of ~~fiscal~~income ~~years~~taxes ~~beginning~~paid ~~after~~by ~~December 15, 2020~~jurisdiction. ~~For~~The ~~all~~guidance ~~other entities, ASU 2020-06~~ is effective for fiscal years beginning after December 15, ~~2023~~2024, ~~including~~with ~~interim~~early ~~periods~~adoption ~~within~~permitted, ~~those~~and ~~fiscal years. Entities~~ should ~~adopt~~be ~~the~~applied ~~guidance~~either asprospectively ofor ~~the beginning of the fiscal year of adoption and cannot adopt the guidance in an interim reporting period~~retrospectively. The Company is currently evaluating the impact ~~that~~this ~~ASU~~guidance ~~2020-06~~ may have on its consolidated financial statements and related disclosures.

NOTE 3 -– ~~ACCRUAL~~REVENUE

~~Accrual~~We ~~consisted~~recorded of$176,564 and 0nil in revenue, respectively, for the ~~following~~years ended March 31, 2024 and 2023.:

Schedule of accrual
Schedule of revenue
	September 30,2023		December 31,2022
	Three months ended March 31,
	(Unaudited)
	2024		2023
Accrued audit fee	$	3,000	$	22,000
Software development service	$	176,564	$	-
Executive compensation		101,800		101,800
		176,564		-
		104,800		123,800

7F-8

NOTE 4 - NET LOSS PER ORDINARY SHARE

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

Schedule of basic and diluted net loss per ordinary share
	Nine Months Ended September 30,
	Three months ended March 31,
	2023			2022
	2024			2023
Net loss attributable to the Company, basic and diluted shares	$	(32,527	)	$	(8,999	)
Net profit/(loss) attributable to the Company, basic and diluted shares	$	30,253		$	(23,843	)
Weighted average ordinary shares used in computing basic and dilutive net loss per share		130,~~090~~097,~~734~~000			~~110~~130,~~000~~077,~~000~~993
Net loss per ordinary share, basic and dilutive		(0.00	)		(0.00	)
Net income (loss) per ordinary share, basic	$	0.00			(0.00	)

There were no dilutive securities for the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024 and ~~2022~~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~~March 3031, ~~2023~~2024 and ~~2022~~2023 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,
	Three months ended March 31,
	2023			2022
	2024			2023
U.S. statutory rate		34.0	%		34.0	%
Foreign income not registered in the U.S.		(34.0	)%		(34.0	)%
PRC statutory rate		25.0	%		25.0	%
Changes in valuation allowance and others		(25.0	)%		(25.0	)%
Effective tax rate		0	%		0	%

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~~March 3031, ~~2023~~2024 and December 31, ~~2022~~2023 comprises:

Schedule of income tax expense
		September 30,2023		December 31,2022
	March 31,2024		December 31,2023
	(Unaudited)	~~(Unaudited)~~
Current income tax expense	$	-	$	-
Deferred tax expense (benefit)		-		-
Current income tax expense	$	-	$	-

8F-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, 2023			December 31,2022
	March 31, 2024			December 31,2023
	(Unaudited)
Deferred tax asset from operating losses carry-forwards	$	~~8,132~~-		$	3624,~~003~~093
Valuation allowance		~~(8,132~~-	)		(3624,~~003~~093	)
Deferred tax asset, net	$	-		$	-

NOTE 6 - ~~RELATED~~LOAN ~~PARTY TRANSACTIONS AND BALANCES~~RECEIVABLE

On March 28, 2023, the Company provided $326,108 to Beijing Cabelongteng Investment Center (limited partnership), a third party, for its business operating use. The loan amount was unsecured, with an interest rate oof 8% per annum and a requirement to repay the loan on March 28, 2026. Interest income for the loan receivable was $6,638 and 0nil, respectively for the years ended March 31, 2024 and 2023.

NOTE 7 - PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

Schedule of property and equipment
	March 31, 2024			December 31, 2023
	(Unaudited)
Equipment	$	35,803		$	36,114
Less: accumulated depreciation		(2,297	)		(602	)
	$	33,506		$	35,512

No significant residual value is estimated for the equipment. Depreciation expense for the years ended March 31 2024 and 2023 totaled $1,712 and 0nil, respectively.

NOTE 8 - ACCRUALS AND OTHER PAYABLES

Accruals and other payables consisted of the following:

Schedule of accruals and other payables
	March 31, 2024		December 31, 2023
	(Unaudited)
Accrued audit fee	$	3,000	$	22,000
Executive compensation		207,974		131,800
Other		358		7,846
	$	211,332	$	161,646

F-10

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 March 31, 2024 and December 31, 2023, the outstanding balance of the advance from customer was 0nil and $145,800 respectively. Due to the generally short-term duration of the relevant contracts, most of the performance obligations are satisfied in the reporting period that follows the entry into the contract.

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 ~~Suzhou Kecheng Venture Capital Center (Limited Partnership) Ms.~~ Guo Li ~~is common director Beijing Cabelongteng Investment Center (Limited Partnership) Suzhou Kecheng Venture Capital Center (Limited Partnership) is common shareholder Guo Li~~ Ms. Guo Li is the director of the Company

Related party balances

The Company had the following related party balances at ~~September~~March 3031, ~~2023~~2024 and December 31, ~~2022~~2023:

Schedule of related party balances
	September 30, 2023			December 31, 2022
	March 31, 2024			December 31, 2023
	(Unaudited)
Due from (to) related parties:
Suzhou Kesheng Investment Management Co., Ltd.		~~9,250~~-			9,~~740~~402
Suzhou Kecheng Venture Capital Center (Limited Partnership)		(7,367	)		(7,758	)
Guo Li		(345,716	)		(301,539	)
Beijing Cabelongteng Investment Center (Limited partnership)		100,877			(1,303	)
Hu Zi Yong		(82,551	)		-
Nie Yu		(673	)		-
Jiang Feng		(673	)		-
Guo Li		(162,496	)		(71,117	)

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

9NOTE 11 - COMMITMENTS AND CONTINGENCIES

NOTE 7 - COMMITMENTS AND CONTINGENCIES

Operating lease

~~The~~In ~~Company~~July 2023, ~~did~~the ~~not~~Company ~~have~~entered ~~any~~a ~~operating~~one-year lease asfor office space of ~~September~~approximately 8 square meter in China, expiring July 303, ~~2023~~2024, with monthly payments of approximately $94 per month.

Legal proceedings

There ~~has~~is been no legal proceeding in which the Company iswas a party as of ~~September~~March 3031, ~~2023~~2024.

NOTE 812 - ORDINARY SHARES

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

NOTE 913 - SUBSEQUENT EVENT

~~The~~There ~~Company~~were ~~has~~no ~~evaluated~~subsequent events ~~from~~or ~~the~~transactions ~~nine~~that ~~months~~would ~~ended~~require ~~September 30,~~recognition ~~2023~~or ~~through~~disclosure ~~the~~in ~~date the~~ financial statements ~~were~~for ~~issued.~~the ~~There~~three ~~were~~months noended ~~subsequent~~March 31, ~~events that need disclosure~~2024.

10F-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 ~~audited~~unaudited consolidated financial statements and the related notes included elsewhere in ~~thisprospectus~~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 ~~China~~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~~; and~~.

● Obtain third party sale licenses of insurance, securities and public funds products to acquire funds and relevant resources for the Company.

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”).

KB Global Holdings Limited consolidates the financial results of the KB Global Partnerships and their consolidated subsidiaries, which include the accounts of KB Global’s investment management and capital markets companies, the general partners of certain unconsolidated funds and vehicles, general partners of consolidated funds and their respective consolidated funds.

All intercompany transactions and balances have been eliminated.

111

KB GLOBAL HOLDINGS LIMITED

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

	For the Nine Months Ended September 30,
	2023			2022
Revenue		-			-
Cost of sales		-			-
Gross profit		-			-
Other income		19			1
Operating expenses		(32,546	)		(9,000	)
Loss from operations		(32,527	)		(8,999	)
Income tax expense		-			-
Net loss		(32,527	)		(8,999	)
Other comprehensive (loss) income
Foreign currency translation adjustments		(2,802	)		519
Comprehensive loss		(35,329	)		(8,480	)
Basic and diluted earnings per ordinary share		(0.00	)		(0.00	)
Basic and diluted weighted average ordinary share outstanding		130,090,734			110,000,000

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

Results of Operations

The ~~financial~~following ~~reporting~~table ~~period~~sets toforth ~~date~~a issummary ~~September~~of our consolidated results of operations for the quarter ended March 3031, ~~2023~~2024. This information should be read together with our consolidated financial statements and related notes included elsewhere in this annual report. The results of operations in any period are not necessarily indicative of our future trends.

The following table sets forth a summary of our consolidated results of operations for the quarter ended September 30, 2023. This information should be read together with our consolidated financial statements and related notes included elsewhere in this annual report. The results of operations in any period are not necessarily indicative of our future trends.

	For the three months ended March 31
	2024			2023
	(Unaudited)			(Unaudited)
Revenue	$	176,564		$	-
Cost of sales		(149,690	)		-
Gross profit		26,874			-

Other income		8,734			1
Operating expenses		(5,355	)		(23,844	)
Profit/(loss) from operations		30,253			(23,843	)
Income tax expense		-			-
Net profit/(loss)	$	30,253		$	(23,843	)

Other comprehensive loss
Foreign currency translation adjustments		(898	)		(9	)
Comprehensive income/(loss)		29,355			(23,852	)
Basic and diluted earnings per ordinary share		(0.00	)		(0.00	)
Basic and diluted weighted average ordinary share outstanding		130,097,000			130,077,993

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

Revenue

For the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024, the Company’s revenue was $0176,564. This was paid by a single customer, Beijing Cabelongteng Investment Center, for whom the Company developed an enterprise software package.

General and administrative expenses

General and administrative expenses ~~consist~~consisted primarily of ~~service~~fees ~~fee~~paid to employees and an audit fee.

Net ~~gains from investment activities~~profit

~~Net~~Due ~~gains~~to ~~from~~the ~~investment~~above ~~activities~~reasons, ~~consist~~we realized a net profit of $30,253 during the ~~following:~~three months ended March 31, 2024. In the first quarter of 2023, we incurred a net loss of $23,843 as we had no revenue.

Net loss

As a result of the foregoing, our net loss Increase from $8,999 year ended September 30, 2022 to a net loss of $32,527 the year ended September 30, 2023 posted a net loss of $32,527 of September 30, 2023.

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

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Internal Control over Financial Reporting

InTo ~~connection~~improve ~~with~~our ~~the~~internal ~~preparation~~control ~~and~~over ~~external audit of our Consolidated~~ financial ~~statements~~reporting, we ~~and~~have ~~our~~already ~~independent~~taken ~~registered~~some ~~public~~steps ~~accounting~~to ~~firm~~remediate ~~identified~~the ~~one~~ material weakness ~~and~~identified. ~~certain~~We ~~other~~plan ~~control~~to ~~deficiencies~~hire inadditional ~~our~~qualified ~~internal~~financial ~~control~~and ~~over~~accounting ~~financial~~staff ~~reporting~~with asworking experience of ~~September 30, 2023~~U.S. ~~The~~GAAP ~~material~~and ~~weakness~~SEC ~~identified~~reporting ~~was~~requirements. ~~the~~We ~~lack~~have ofalso ~~dedicated~~established ~~resources~~clear toroles ~~take~~and ~~responsibility~~responsibilities for ~~the~~accounting ~~finance~~ and ~~accounting~~financial ~~functions~~reporting ~~and~~staff ~~the~~to ~~preparation~~address ofcomplex ~~financial~~accounting ~~statements~~and infinancial ~~compliance~~reporting ~~with U~~issues.S. ~~GAAP.~~Furthermore, ~~Neither~~ we ~~nor~~will ~~our~~continue ~~independent~~to ~~registered~~further ~~public~~expedite ~~accounting~~and ~~firm~~streamline ~~undertook~~our areporting ~~comprehensive~~process ~~assessment~~and ofdevelop our ~~internal~~compliance ~~control~~process, ~~under~~including ~~the~~establishing ~~Sarbanes-Oxley~~a ~~Act~~comprehensive ~~for~~policy ~~purposes of identifying~~ and ~~reporting~~procedure ~~any~~manual, ~~weakness~~to orallow ~~significant~~early ~~deficiency~~detection, inprevention ~~our~~and ~~internal~~resolution ~~control~~of ~~over~~potential ~~financial~~compliance ~~reporting~~issues, asand ~~they~~establishing ~~may~~an beongoing ~~required~~program to doprovide ~~once~~sufficient weand ~~become~~appropriate atraining ~~public~~for ~~company~~financial reporting and ~~our independent registered public~~ accounting ~~firm~~personnel, ~~may~~especially betraining ~~required~~related to doU.S. ~~once~~GAAP weand ~~cease~~SEC toreporting ~~be an emerging growth company~~requirements. ~~Had~~We weintend ~~performed~~to aconduct ~~formal~~regular ~~assessment~~and ofcontinuous ~~our~~U.S. ~~internal~~GAAP ~~control~~accounting ~~over~~and financial reporting orprograms ~~had~~and ~~our~~send ~~independent registered public accounting firm performed an audit of~~ our ~~internal control over~~ financial ~~reporting,~~staff ~~additional~~to ~~control~~attend ~~deficiencies~~external ~~may~~U.S. ~~have~~GAAP ~~been~~training ~~identified~~courses.

To improve our internal control over financial reporting, some steps that we have already taken to remediate the material weakness identified. We plan to hire additional qualified financial and accounting staff with working experience of U.S. GAAP and SEC reporting requirements. We have also established clear roles and responsibilities for accounting and financial reporting staff to address complex accounting and financial reporting issues. Furthermore, we will continue to further expedite and streamline our reporting process and develop our compliance process, including establishing a comprehensive policy and procedure manual, to allow early detection, prevention and resolution of potential compliance issues, and establishing an ongoing program to provide sufficient and appropriate training for financial reporting and accounting personnel, especially training related to U.S. GAAP and SEC reporting requirements. We intend to conduct regular and continuous U.S. GAAP accounting and financial reporting programs and send our financial staff to attend external U.S. GAAP training courses.3

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

We qualify as an “emerging growth company” pursuant to the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002 in the assessment of the emerging growth company’s internal control over financial reporting.

14Changes in Internal Controls

There were no changes in internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during the quarter ended March 31, 2024, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Quantitative and Qualitative Disclosure about Market Risk

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

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.

~~The~~In ~~following~~connection ~~discussion~~with ~~details~~the ~~certain~~preparation of our ~~critical~~financial statements for the three months ended March 31, 2024, there were no accounting ~~policies~~estimate we made that were subject to a high degree of uncertainty and were critical to our results.

~~Fair Value Measurements~~4

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

~~GAAP~~ITEM ~~establishes~~1 a– ~~hierarchical~~LEGAL disclosure framework which prioritizes and ranks the level of market price observability used in measuring financial instruments at fair value. Market price observability is affected by a number of factors, including the type of financial instrument, the characteristics specific to the financial instrument and the state of the marketplace, including the existence and transparency of transactions between market participants. Financial instruments with readily available quoted prices in active markets generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.PROCEEDINGS

~~Variable interest entity~~None.

~~Accounting~~ITEM ~~Standards~~1A ~~Codification~~– ~~(“ASC”)~~RISK 810-10 “Consolidation” addresses whether certain types of entitiesreferred to as VIE, BJKZ should be consolidated in a company’s consolidated financial statements. Pursuant to the exclusive business cooperation agreement, WFOE has the exclusive right to provide to BJKZ technical development, technical support, management consultation and other related services on an exclusive basis. In accordance with the provisions of ASC 810, the Company has determined that BJKZ is a VIE of the WFOE and that the Company is the primary beneficiary, and accordingly, the financial statements of BJKZ are consolidated into the results of the Company.FACTORS

15There 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.

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

There were no unregistered sales of equity securities during the first quarter of 2024 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 quarter of fiscal year 2024.

ITEM 3 – DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4 – MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5 – OTHER INFORMATION

None

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.

165

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of ~~1933~~1934, ~~as amended,~~ the registrant ~~certifies that it~~ has ~~reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and has~~ duly caused this ~~registration~~report ~~statement~~ to be signed on its behalf by the undersigned, thereunto duly ~~authorized,~~ ~~in the People’s Republic of China, on November 1, 2023~~authorized.

KB Global Holdings Limited By: /s/ Li Guo Name: Li Guo Title: Chief Executive Officer (Principal Executive Officer)

Date: June 24, 2024	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)

176

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Li Guo as an attorney-in-fact with full power of substitution, for him or her in any and all capacities, to do any and all acts and all things and to execute any and all instruments which said attorney and agent may deem necessary or desirable to enable the registrant to comply with the Securities Act of 1933, as amended (the “Securities Act”), and any rules, regulations and requirements of the Securities and Exchange Commission thereunder, in connection with the registration under the Securities Act of ordinary shares of the registrant (the “Shares”), including, without limitation, the power and authority to sign the name of each of the undersigned in the capacities indicated below to the Registration Statement on Form S-1 (the “Registration Statement”) to be filed with the Securities and Exchange Commission with respect to such Shares, to any and all amendments or supplements to such Registration Statement, whether such amendments or supplements are filed before or after the effective date of such Registration Statement, to any related Registration Statement filed pursuant to Rule 462(b) under the Securities Act, and to any and all instruments or documents filed as part of or in connection with such Registration Statement or any and all amendments thereto, whether such amendments are filed before or after the effective date of such Registration Statement; and each of the undersigned hereby ratifies and confirms all that such attorney and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title	Date
/s/ Li Guo	Chief Executive Officer, Director	November 1, 2023.
Li Guo
/s/ Ziyong Hu	Chief Financial Officer	November 1, 2023.
Ziyong Hu
/s/ Feng Jiang	Controller	November 1, 2023.
Feng Jiang
/s/ Nie Yu	Chief Operational Officer	November 1, 2023.
Nie Yu

SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of KB Global Holdings Limited has signed this registration statement or amendment thereto in New York on November 1, 2023.

Authorized U.S. Representative By: /s/ Matthew McMurdo Name: Matthew McMurdo Title: Attorney

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