UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

☒☐

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

For the fiscal year ended December 31, ~~2024~~2025

0-56592
Commission File Number

KB Global Holdings Limited

(Exact name of Registrant as specified in its charter)

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

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

No.4^thCentral Road, Futian, Shenzhen GA

Guangdong Province, 518000, People’s Republic of China

Tel: (86) 0755-832-0145 GA

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

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

None

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

Ordinary Shares

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

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

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

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

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated Filer	☐	Smaller reporting company	☒
		Emerging growth company	☒

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

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

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

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

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

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

As of ~~May~~June 83, ~~2025~~2026, 130,097,000 shares of the issuer’s common stock were issued and outstanding.

Documents Incorporated By Reference: None

KB Global Holdings Limited

Form 10-K

For the Fiscal Year Ended December 31, ~~2024~~2025

TABLE OF CONTENTS

		Page
Part I
Item 1.	Business	1
Item 1A.	Risk Factors	43
Item 1B.	Unresolved Staff Comments	43
Item 1C.	Cybersecurity	43
Item 2.	Properties	43
Item 3.	Legal Proceedings	4
Item 4.	Mine Safety Disclosures	4
Part II
Item 5.	Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	5
Item 6.	Reserved	5
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	6
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	10
Item 8.	Financial Statements	1011
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	1011
Item 9A.	Controls and Procedures	1011
Item 9B.	Other Information	1112
Item 9C.	Disclosures Regarding Foreign Jurisdictions that Prevent Inspections	1112
Part III
Item 10.	Directors, Executive Officers and Corporate Governance	1213
Item 11.	Executive Compensation	1314
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	15
Item 13.	Certain Relationships and Director Independence	1516
Item 14.	Principal Accountant Fees and Services	16
Part IV
Item 15.	Exhibits and Financial Statement Schedules	17
Item 16.	Form 10-K Summary	17

Cautionary Statement Regarding Forward-Looking Statements

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

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

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

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

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

Part I

Item 1. BUSINESS

Overview

KB Global Holdings Limited (“KB Global”), through a wholly-owned Hong Kong subsidiary, owns all of the equity in a wholly foreign-owned enterprise organized in the People’s Republic of China (“PRC”) under the name Suzhou Keju Enterprise Management Consulting Limited (the “WFOE”). The WFOE is party to an agreement (the “VIE Agreements”) that ~~give~~gives the WFOE substantial control over the operations of a PRC limited company named Beijing Kezhao Technology Co., Ltd. (“BJKZ”), in exchange for which the WFOE is entitled to receive a fee determined by the WFOE, which will represent substantially all of the net income of BJKZ. As a result of the VIE Agreement, KB Global is required by U.S. generally accepted accounting principles to consolidate in the financial statements included in this Report BJKZ’s accounts and financial results.

~~BJKZ~~KB ~~was~~Global ~~organized~~Holdings inLimited ~~the~~is ~~PRC~~an inemerging ~~August 2018~~high-tech toenterprise ~~provide~~focused ~~information~~on ~~technology~~enterprise-grade ~~development~~digital ~~and~~transformation ~~consulting services~~solutions. Since ~~that~~completing ~~time~~its ~~BJKZ~~first ~~has~~commercial ~~organized~~software adelivery ~~staff trained~~ in ~~high~~2024, ~~tech software development and developed~~ the ~~schematics~~Company ~~for~~has ashifted ~~product~~from ~~line consisting of innovative digital management systems. This includes the~~ development ofphase anto ~~Enterprise~~active ~~Digital~~market ~~Management System Integration aimed at transforming business operations through an advanced technology solution~~engagement.

~~Our~~BJKZ was organized in the PRC in August 2018 to provide information technology development and consulting services. Since that time BJKZ has developed a proprietary Enterprise Digital Management System Integration platform, ~~will~~which ~~provide~~integrates ~~industrial~~five ~~clients~~core ~~with~~modules: anEnterprise ~~enterprise~~Collaboration, ~~level~~Project ~~information~~Management, ~~management~~CRM, ~~system~~ERP, ~~integrating~~and ~~the~~Financial ~~following~~Data ~~company-wide~~Analysis. ~~operations~~This ~~with~~product ~~components~~is asdesigned ~~chosen~~to byserve ~~the~~industrial ~~customer:~~clients seeking to unify and modernize their operational infrastructure.

●The ~~Enterprise~~successful ~~Collaboration~~delivery ~~System:~~of ~~Enhancing~~a ~~internal~~customized ~~communication~~version ~~and~~of ~~collaboration~~this ~~among~~platform ~~employees~~to ~~within~~a related party in 2024 validated the ~~organization.~~Company’s ~~Components~~technical ~~may~~capabilities ~~include~~and ~~real~~go-~~time~~to-market ~~messaging,~~model. ~~file~~Management ~~sharing,~~is ~~document~~now ~~collaboration~~pursuing third-party contracts, ~~task~~leveraging ~~assignment~~referenceable work and ~~team~~a ~~calendars~~low-cost development structure in China.

●Our ~~Project~~Enterprise Digital Management System: ~~Providing~~Integration ~~robust~~will ~~tools~~provide ~~for~~industrial ~~planning,~~clients ~~tracking~~with ~~and~~an ~~managing~~enterprise ~~projects~~level ~~efficiently.~~information ~~Components~~management ~~may~~system ~~include~~integrating ~~capabilities~~the ~~for~~following ~~project~~company-wide ~~planning,~~operations ~~task~~with ~~scheduling,~~components ~~resource~~as ~~allocation,~~chosen ~~progress~~by ~~tracking,~~the ~~risk management and reporting.~~customer:

● ~~Customer~~Enterprise ~~Relationship~~Collaboration ~~Management (CRM)~~ System: ~~Streamlining~~Enhancing ~~interactions~~internal ~~with~~communication ~~current~~ and ~~potential~~collaboration ~~clients~~among toemployees ~~foster~~within ~~improved~~the ~~business relationships~~organization. Components may include ~~modules~~real-time ~~for lead management~~messaging, ~~contact~~file ~~management~~sharing, ~~sales~~document ~~pipeline tracking~~collaboration, ~~customer~~task ~~support~~assignment ~~ticketing~~ and ~~analytics~~team calendars.

● ~~Enterprise~~Project ~~Resource~~Management ~~Planning (ERP)~~ System: ~~Integrating~~Providing ~~essential~~robust ~~business~~tools ~~processes~~for ~~such as finance~~planning, ~~human~~tracking ~~resources, procurement~~ and ~~supply~~managing ~~chain~~projects ~~management into a unified system~~efficiently. Components may include ~~modules~~capabilities for ~~accounting~~project planning, ~~inventory~~task ~~management~~scheduling, ~~human~~resource ~~resources~~allocation, ~~procurement~~progress tracking, ~~supply~~risk ~~chain~~ management and reporting.

● ~~Financial~~Customer ~~Data~~Relationship ~~Analysis~~Management (CRM) System: ~~Offering~~Streamlining ~~analytical~~interactions ~~tools~~with current and potential clients to ~~support~~foster ~~informed~~improved ~~decision-making~~business relationships. Components may include ~~tools~~modules for ~~data~~lead ~~visualization~~management, ~~trend~~contact ~~analysis~~management, ~~forecasting,~~sales ~~budgeting~~pipeline tracking, ~~financial~~customer ~~modeling~~support ticketing and ~~custom reporting~~analytics.

In● September 2023 BJKZ entered into its first development agreement, in which it contracted that within one year it would provide its customer, Beijing Kabeilongteng Investment Center, with a made-to-order Enterprise ~~Digital~~Resource ~~Management~~Planning (ERP) System: ~~Integration~~Integrating ~~configured~~essential tobusiness ~~function~~processes onsuch ~~Beijing~~as ~~Kabeilongteng’s server. The contract provided that~~finance, ashuman ~~the software was made to the order of Beijing Kabeilongteng~~resources, ~~that~~procurement ~~entity would own~~ and ~~register~~supply ~~the~~chain ~~copyright~~management oninto ~~the~~a ~~resulting~~unified ~~product~~system. ~~The~~Components ~~contract~~may ~~price~~include ~~was~~modules ~~RMB~~for 1accounting,~~304,582~~ ~~(U.S.~~inventory ~~$180~~management,~~715),~~ ~~payable~~human ~~80%~~resources, ~~in advance~~procurement, ~~10%~~supply onchain ~~completion~~management and ~~10% one year after acceptance of the software~~reporting. KB Global recordes U.S. $179,613 in revenue from the contract during the first quarter of 2024. The Company has not completed any subsequent sales, but is focused on further developing its software products.

1● Financial Data Analysis System: Offering analytical tools to support informed decision-making. Components may include tools for data visualization, trend analysis, forecasting, budgeting, financial modeling and custom reporting.

BJKZ’s plan for the future is focused on expanding the market for its Enterprise Digital Management System Integration. In parallel, BJKZ intends to commit resources to development of a capacity for high-end material manufacturing that we envision as seamlessly integrated with our software development endeavors. By leveraging advanced materials and cutting-edge technologies, we hope to not only drive innovation within the manufacturing industry but also enhance our software solutions with state-of-the-art components and capabilities.1

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

~~Business~~In ~~Strategies~~September 2023 BJKZ entered into its first development agreement, in which it contracted that within one year it would provide its customer, Beijing Kabeilongteng Investment Center, with a made-to-order Enterprise Digital Management System Integration configured to function on Beijing Kabeilongteng’s server. The contract provided that, as the software was made to the order of Beijing Kabeilongteng, that entity would own and register the copyright on the resulting product. The contract price was RMB 1,304,582 (U.S. $180,715), payable 80% in advance, 10% on completion and 10% one year after acceptance of the software. KB Global recorded U.S. $179,613 in revenue from the contract during the first quarter of 2024. The Company has not completed any subsequent sales but is focused on further developing its software products.

WeBJKZ’s ~~aspire~~plan tois ~~become~~focused ~~one~~on ofexpanding the ~~most~~market ~~trusted~~for ~~high-tech~~its ~~driven~~Enterprise ~~brands~~Digital ~~among~~Management ~~China’s~~System ~~population~~Integration. ToIn ~~achieve~~parallel, ~~this~~BJKZ ~~goal,~~intends into ~~addition~~commit resources to ~~relying~~development onof a capacity for high-end material manufacturing that we envision as seamlessly integrated with our ~~existing~~software ~~strengths~~development endeavors. By leveraging advanced materials and cutting-edge technologies, we ~~intend~~hope to ~~pursue~~not only drive innovation within the ~~following~~manufacturing ~~strategies:~~industry but also enhance our software solutions with state-of-the-art components and capabilities.

●This ~~Further~~strategic ~~enhance~~synergy ~~our~~between ~~brand~~software ~~recognition~~development ~~among~~and ~~individuals~~high-end material manufacturing should allow us to offer comprehensive solutions that boost operational efficiency and ~~institutional~~drive ~~clients~~technological advancement. Our goal is to position ourselves as leaders in ~~China;~~both industries through continuous innovation and strategic integration of diverse technological domains.

●We ~~Achieve~~aspire ~~greater~~to ~~synergy~~become ~~with~~one ~~industry~~of ~~leaders;~~the most trusted high-tech driven brands among China’s population. To achieve this goal, in addition to relying on our existing strengths, we intend to pursue the following strategies:

● ~~Continue~~Expand ~~product~~customer ~~innovation~~acquisition beyond related parties – The Company is actively marketing its platform to ~~enhance~~small ~~our~~and ~~value~~mid-sized ~~proposition~~industrial ~~for~~enterprises ~~our~~in ~~clients;~~China.

● ~~Further~~Build ~~grow~~recurring ~~our~~revenue ~~client~~stream ~~base~~– ~~and~~BJKZ ~~increase~~intends ~~our~~to ~~market~~explore ~~penetration~~subscription-based ~~nationwide;~~delivery models to generate predictable, recurring income, subject to obtaining sufficient resources.

● ~~Enhance~~Leverage ~~our~~successful ITdelivery ~~infrastructure~~as ~~and~~reference ~~proprietary~~– ~~database;~~The completed contract with Beijing Cabelongteng serves as a technical and operational reference for prospective third-party customers.

● ~~Foster~~Control ~~strategic~~costs ~~partnerships~~while ~~with~~scaling ~~clients~~– ~~and~~The ~~partners~~Company continues to benefit from low-cost office arrangements, ~~leveraging~~deferred ~~synergies~~executive compensation, and ~~shared~~a ~~resources~~lean team, allowing it to ~~drive~~preserve ~~mutual~~capital ~~growth~~for targeted development and sales efforts.

~~Our~~● ~~Competitive~~Explore ~~Strengths~~strategic partnerships – BJKZ intends to engage with regional technology integrators with a view to co-marketing its solutions.

WeOur ~~believe~~Competitive ~~that the following competitive strengths will contribute to our success and ongoing growth:~~Strengths

●We Abelieve ~~targeted~~that ~~and~~the ~~strategic~~following ~~sales~~competitive ~~network;~~strengths will contribute to our success and ongoing growth:

● ~~Client-oriented~~Proven ~~culture~~ability ~~and~~to ~~value~~deliver a complex, multi-~~added~~module ~~product~~enterprise ~~selection;~~system on a fixed-price contract.

● ~~Established~~Low-cost ~~industry~~development ~~and~~center ~~corporate~~in ~~relationships;~~Beijing with experienced technical leadership.

● ~~Rigorous~~Agile, ~~risk~~focused ~~management~~team ~~and~~allowing ~~periodic~~rapid ~~alignment;~~iteration and customization.

● ~~Experienced~~Foundational ~~management~~VIE ~~team~~structure ~~with~~already ~~local~~established, ~~China~~reducing ~~market~~regulatory ~~know-how.~~friction for revenue generation

Risk Control Procedures

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

IT Infrastructure

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

3ITEM 1A. RISK FACTORS

~~ITEM~~As 1Aa smaller reporting company, we are not required to provide a comprehensive statement of risk factors. ~~Risk~~However, ~~Factors~~the following concise summary is provided for investor transparency:

AsThe ACompany ~~Smaller~~is ~~Reporting~~an ~~Company~~early-stage enterprise software company with limited revenue history. Future performance depends on successfully acquiring third-party customers, Wedeveloping ~~Are~~recurring ~~Not~~revenue ~~Required~~models, Toand ~~Provide~~maintaining Ainsider ~~Statement~~financial Ofsupport. ~~Risk~~No ~~Factors~~material legal, regulatory, or operational events have impaired the Company’s ability to execute its business plan.

ITEM 1B. UNRESOLVED STAFF COMMENTS

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

ITEM 1C. CYBERSECURITY

We are committed to safeguarding our information systems and data from potential cyber threats. Our cybersecurity measures include comprehensive policies, continuous monitoring, regular security assessments, and employee training programs to mitigate risks and enhance our defenses against cyber incidents. We have not experienced any material cybersecurity breaches to date.

ITEM 2. PROPERTIES

The principal executive offices of KB Global and its WFOE are located at No. 3 Building of No. 1 Jiali Construction Plaza FL 13, No. 4th Central Road, Futian, Shenzhen, Guangdong Province, 518000, People’s Republic of China. This facility is leased and serves as the central hub for our administrative and operational activities. We believe our current facilities are adequate to meet our present needs and that suitable additional or alternative space will be available as required.

The operations of BJKZ are carried out at 191 Second Floor, Block B, Building 1, No. 2 Yongcheng North Road, Beijing. BJKZ pays RMB8,000 (U.S. $1,108) per year to lease the facility. The facility is located in an industrial development zone, providing low rents and tax benefits to high tech enterprises such as BJKZ. We believe these current facilities are adequate to meet BJKZ’s present needs and that suitable additional or alternative space will be available as required.

ITEM 3. LEGAL PROCEEDINGS

We are not currently involved in any material legal proceedings. From time to time, we may be involved in litigation and claims incidental to the conduct of our business. ~~We believe that the outcome of these matters will not have a material adverse effect on our financial condition or results of operations.~~ There are no proceedings in which any of our directors, officers or affiliates, or any beneficial shareholder are an adverse party or has a material interest adverse to us.

ITEM 4. MINE ~~SAFTEY~~SAFETY DISCLOSURE

Not applicable. We do not engage in mining operations or related activities and, therefore, are not subject to mine safety regulations under the Federal Mine Safety and Health Act of 1977 and its subsequent regulations.

Part II

Market Information

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

Holders

As of ~~April~~June 162, ~~2025~~2026, there were approximately 51 holders of record of our Ordinary Shares.

Dividends

To date, we have not paid dividends on our Ordinary Shares and we do not expect to declare or pay dividends on ~~shares of~~ our Ordinary Shares in the foreseeable future. The payment of any dividends will depend upon our future earnings, if any, our financial condition, and other factors deemed relevant by our Board.

Securities Authorized for Issuance under Equity Compensation Plans

We have no existing equity compensation plan.

Recent Sales of Unregistered Securities; Use of Proceeds from Sale of Registered Securities

None.

Rule 10b-18 Transactions

During the year ended December 31, ~~2024~~2025, neither the Company nor any affiliated purchaser of the Company, purchased any equity securities of the Company that are registered pursuant to Section 12 of the Exchange Act.

ITEM 6. RESERVED

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

Overview

KB Global Holdings Limited (“Company”) is a Cayman Islands limited company. Its subsidiary, the WFOE, has a contractual right to control the operations of BKJZ in the PRC. BKJZ is a high-tech driven management company based in China, committed to becoming one of the most trusted brands in the nation. Our strategic vision is anchored in leveraging our existing strengths to achieve sustainable growth and innovation in our operations.

~~Strategic~~The ~~Goals~~Company generated its first revenue in 2024 and completed a full software delivery cycle. While 2025 was a transition year with no revenue, management views this period as strategic preparation for scaling customer acquisition. Key foundational steps completed include:

1.● ~~Achieve~~Delivery ~~Greater~~and ~~Synergy~~acceptance inof ~~the~~a ~~Industry:~~fully functional enterprise software system.

● WeEstablishment ~~aim~~of tointernal ~~enhance~~development ~~collaboration~~ and ~~integration~~project ~~within~~management ~~our industry sectors to maximize operational efficiency and market influence~~processes.

2.● ~~Continue~~Identification ~~Product~~of ~~Innovation:~~target customer segments and initial outreach.

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

3Revenue was $0 in 2025 compared to $179,613 in 2024. ~~Expand~~The ~~Client~~2024 ~~Base~~revenue represented the Company’s first completed software delivery, validating its technical and ~~Market~~operational ~~Penetration:~~capabilities. The absence of revenue in 2025 reflects the lumpy, project-based nature of enterprise software sales, not a loss of capability or market relevance. Management is actively bidding on multiple opportunities expected to close in 2026.

●Operating ~~We are dedicated to expanding our client base and increasing our market penetration nationwide, ensuring broader reach and service accessibility.~~Expenses

4Operating expenses decreased 16% year-over-year, from $133,595 to $112,059, demonstrating the Company’s ability to control costs during non-revenue periods. ~~Broaden~~This ~~Client~~reduction ~~Base:~~was achieved through disciplined spending and continued deferral of executive compensation.

●Liquidity ~~Efforts are underway to diversify our individual~~ and ~~corporate~~Going ~~client base, enhancing our market presence and service portfolio.~~Concern

5.While ~~Enhance~~the ITCompany ~~Infrastructure~~reported a net loss of $112,059 and ~~Expand~~low ~~Software~~cash ~~Development:~~reserve of $715 as of December 31, 2025, it continues to rely on ongoing financial support from its CEO, Ms. Guo Li, who increased her advances to $198,977 during 2025.

●Management Webelieves ~~plan~~this tosupport, ~~invest~~combined inwith active sales efforts and ~~upgrade~~tight ~~our~~cost ITcontrols, ~~infrastructure~~provides ~~and~~a ~~proprietary~~bridge ~~database,~~to ~~supporting~~revenue-generating ~~the~~contracts ~~expansion~~in of2026. ~~our~~The ~~software~~Company ~~development~~is ~~business~~not todependent ~~meet~~on ~~growing~~external ~~market~~debt ~~demands~~or capital markets for near-term survival, reducing refinancing risk.

~~Basis~~Strategic ~~of Accounting~~Outlook

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

~~All~~1. ~~intercompany~~Convert ~~transactions~~current ~~and~~sales ~~balances~~pipeline – Several potential customers have ~~been~~expressed ~~eliminated~~interest in demonstrations of the Enterprise Digital Management System.

62. Launch a lightweight SaaS version – A simplified, lower-cost version of the platform is under consideration for 2026, targeting smaller enterprises.

~~Results~~3. ofSeek ~~Operations~~non-dilutive development grants – As a technology company operating in a Beijing development zone, BJKZ may qualify for local government subsidies or tax benefits.

The Company has been primarily involved in developing its enterprise software products. In the first quarter of 2024, however, the Company did complete the sale of an enterprise software package to an affiliate, which yielded over 80% of the revenue reported by the Company.6

~~The~~Basis ~~following table sets forth a summary~~ of our consolidated results of operations for the years ended December 31, 2024 and 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.Accounting

	For the Years EndedDecember 31,						Changes in
	2024			2023			Amount			Percentage
Revenue
Software development service – related party	$	179,613		$	-		$	179,613			N/A
Cost of sales		(148,879	)		-			(148,879	)		N/A
Gross profit		30,734			-			30,734			N/A
Operating expenses		(133,595	)		(108,518	)		(25,077	)		23.11
Loss from operations		(102,861	)		(108,518	)		5,657			(5.21	)
Other income		28,640			12,146			16,494			135.80
Loss before income tax		(74,221	)		(96,372	)		22,151			(22.98	)
Income tax expense		-			-			-			N/A
Net loss	$	(74,221	)	$	(96,372	)	$	22,151			(22.98	)
Other comprehensive (loss) income
Foreign currency translation adjustments		(1,350	)		(1,597	)		247			(15.47	)
Comprehensive loss	$	(75,571	)	$	(97,969	)	$	22,398			(22.86	)

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”).

~~Financial~~All ~~Position~~intercompany transactions and ~~Performance~~balances have been eliminated.

~~Assets:~~Results ~~We experienced a significant decrease in total assets, dropping from $416,325 in 2023 to $50,317 in 2024, due to the offsetting~~ of ~~a loan payable by a related party against a loan payable to a related party.~~Operations

	For the Years EndedDecember 31,				Changes in
	2024		2023		Amount			Percentage
ASSETS
Non-current assets
Computer equipment	$	28,096	$	35,512	$	(7,416	)		(20.88	)
Loan to a related party		-		340,872		(340,872	)		(100.00	)
Total non-current assets		28,096		376,384		(348,288	)		(92.54	)
Current assets
Account receivables		17,872		-		17,872			N/A
Other receivables		1,096		559		537			96.06
Subscription receivables		-		1,100		(1,100	)		N/A
Amounts due from related parties		-		9,402		(9,402	)		N/A
Cash and cash equivalents		3,253		28,880		(25,627	)		(88.74	)
Total current assets		22,221		39,941		(17,720	)		(44.37	)
Total assets	$	50,317	$	416,325	$	(366,008	)		(87.91	)

The Company has been primarily involved in developing its enterprise software products. The Company did not generate any revenue during the year ended December 31, 2025. During the prior year, the Company completed a single sale of an enterprise software package to an affiliate, which accounted for 100% of the revenue reported for the year ended December 31, 2024.

7The following table sets forth a summary of our consolidated results of operations for the years ended December 31, 2025 and 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.

PROPERTY AND EQUIPMENT: In 2023, the Company invested $36,114 in computer devices to support our software development capabilities as property and equipment. After recording depreciation of that equipment during 2024, the book value at December 31, 2024 was $28,096.

	For the Years Ended December 31,						Changes in
	2025			2024			Amount			Percentage
Revenue
Software development service – related party	$	-		$	179,613		$	(179,613	)		N/A
Cost of sales		-			(148,879	)		148,879			N/A
Gross profit		-			30,734			(30,734	)		N/A
Operating expenses		(112,059	)		(133,595	)		21,536			(16.12	)
Loss from operations		(112,059	)		(102,861	)		(9,198	)		8.94
Other income		10			28,640			(28,630	)		(99.97	)
Loss before income tax		(112,049	)		(74,221	)		(37,828	)		50.97
Income tax expense		-			-			-			N/A
Net loss	$	(112,049	)	$	(74,221	)	$	(37,828	)		50.97

Other comprehensive loss
Foreign currency translation adjustments		1,043			(1,350	)		2,393			(177.26	)
Comprehensive loss	$	(111,006	)	$	(75,571	)	$	(35,435	)		46.89
Basic and diluted earnings per ordinary share		-			-			-			N/A
Basic and diluted weighted average ordinary shares outstanding		130,097,000			130,097,000			-			N/A

	For the Years EndedDecember 31,				Changes in
	2024		2023		Amount			Percentage
ASSETS
Non-current assets
Computer equipment	$	28,096	$	35,512	$	(7,416	)		(20.88	)
Loan to a related party		-		340,872		(340,872	)		(100.00	)
Total non-current assets	$	28,096	$	376,384	$	(348,288	)		(92.54	)

Financial Position and Performance

~~Cash Position~~Assets: Our ~~cash~~total ~~and~~assets ~~cash~~increased ~~equivalents~~from ~~was~~$50,317 ~~reduced~~in ~~significantly~~2024 to $369,~~253~~686 ~~during~~in ~~2024~~2025, ~~underpinning~~an ~~our~~increase ~~need~~of $19,369 or 38.49%. The increase was primarily due to ~~secure~~advances ~~external~~of ~~investment~~$45,604 made to ~~support~~related ~~ongoing~~parties ~~business~~(Shenzhen ~~operations~~Jiecheng and Sichuan Chuanghe), partially offset by a decrease in cash and cash equivalents from $3,253 to $715 and the impairment in full of the $17,872 account receivable from Beijing Cabelongteng during the year.

	For the Years EndedDecember 31,				Changes in
	2024		2023		Amount			Percentage
Cash and cash equivalents	$	3,253	$	28,880	$	(25,627	)		(88.74	)

Liabilities and Shareholders’ Equity

	For the Years Ended December 31,				Changes in
	2025		2024		Amount			Percentage
ASSETS
Non-current assets
Computer equipment	$	22,227	$	28,096	$	(5,869	)		(20.89	)
Total non-current assets		22,227		28,096		(5,869	)		(20.89	)

Current assets
Account receivables		-		17,872		(17,872	)		N/A
Other receivables		1,140		1,096		44			4.01
Amounts due from a related party		45,604		-		45,604			N/A
Cash and cash equivalents		715		3,253		(2,538	)		(78.02	)
Total current assets		47,459		22,221		25,238			113.58
Total assets	$	69,686	$	50,317	$	19,369			38.49

~~Liabilities:~~PROPERTY ~~Our~~AND ~~liabilities~~EQUIPMENT: ~~were~~In ~~reduced~~2023, ~~during~~the ~~2024~~Company toinvested $~~320~~36,~~971~~114 ~~when~~in wecomputer ~~exchanged~~devices ato ~~loan~~support ~~receivable~~our ~~from~~software adevelopment ~~related~~capabilities ~~party~~as ~~for~~property ~~loan~~and ~~payable~~equipment. byAfter usrecording todepreciation aof ~~related~~that ~~party~~equipment during 2025, the book value at December 31, 2025 was $22,227.

	For the Years EndedDecember 31,						Changes in
	For theYears EndedDecember 31,						Changes in
	2024			2023			Amount			Percentage
	2025			2024			Amount			Percentage
LIABILITIES AND SHAREHOLDERS’ DEFICIT
ASSETS
Current liabilities
Non-current assets
Accruals and other current payables	$	294,934		$	161,646		$	133,288			82.46
Computer equipment	$	22,227		$	28,096		$	(5,869	)		(20.89	)
Advance from customer – related party		-			145,800			(145,800	)		(100.00	)
Total non-current assets	$	22,227		$	28,096		$	(5,869	)		(20.89	)
Tax payable		2,376			2,423			(47	)		(1.94	)
Amount due to related parties		23,661			301,539			(277,878	)		(92.15	)
Total current liabilities		320,971			611,408			(290,437	)		(47.50	)
Total liabilities	$	320,971		$	611,408		$	(290,437	)		(47.50	)
Shareholders’ equity
Ordinary shares, $0.00001 par value; 500,000,000 shares authorized; 130,097,000 and 130,097,000 were shares issued and outstanding at December 31, 2024 and 2023, respectively.		1,301			1,301			-			0.00
Additional paid-in capital		96,999			96,999			-			0.00
Accumulated deficit		(366,416	)		(292,195	)		(74,221	)		25.40
Accumulated other comprehensive loss		(2,538	)		(1,188	)		(1,350	)		113.64
Total shareholders’ deficit		(270,654	)		(195,083	)		(75,571	)		38.74
Total liabilities and shareholders’ equity	$	50,317		$	416,325		$	(366,008	)		(87.91	)

8Cash Position: Our cash and cash equivalents was reduced significantly to $715 during 2025, underpinning our need to secure external investment to support ongoing business operations.

Advance from Customer: In the fall of 2023, $145,800 was recorded as a deposit from Beijing Kabeilongteng Investment Center (Limited partnership) for the development of a software system by BJKZ. The software system was delivered during the first quarter of 2024, and the deposit was reclassified as operating income of the Company.

	For the Years Ended December 31,				Changes in
	2025		2024		Amount			Percentage
Cash and cash equivalents	$	715	$	3,253	$	(2,538	)		(78.02	)

	For the Years Ended December 31,				Changes in
	2024		2023		Amount			Percentage
Advance from customer	$	-	$	145,800	$	(145,800	)		N/A

Liabilities and Shareholders’ Equity

~~Shareholders’ Equity~~Liabilities: InOur ~~January~~total ~~and~~liabilities ~~February 2023~~increased from $320,971 ~~the~~in ~~Company~~2024 ~~sold~~to 97$451,~~000~~346 ~~ordinary~~in ~~shares~~2025, atan aincrease ~~purchase price~~ of $~~1.00~~130,375 ~~per~~or ~~share~~40.62%. The ~~issuance~~increase ofwas ~~97,000~~primarily ~~IPO~~due ~~shares~~to ~~raised~~a significant increase in the amount due to a related party (Ms. Guo Li) from $9723,~~000~~661 to $198,977, ~~enhancing~~partially ~~our~~offset ~~financial~~by ~~flexibility~~a todecrease ~~fuel~~in ~~future~~accruals ~~growth~~and other current payables from $294,934 to $249,898.

~~Revenue and Operations~~8

Our revenue in 2024 was primarily derived from the sale of an enterprise software system to a related party. We recorded $179,613 income, against which we charged development cost of $148,879. The sale of this "Enterprise Digital Management System Integration" developed by Beijing Kaibeli Longteng Investment Center demonstrated our commitment to providing comprehensive digital management solutions in the near future.

	For the Years Ended December 31,						Changes in
	2025			2024			Amount			Percentage
LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current liabilities
Accruals and other current payables	$	249,898		$	294,934		$	(45,036	)		(15.27	)
Tax payable		2,471			2,376			95			4.00
Amount due to a related party		198,977			23,661			175,316			740.95
Total current liabilities		451,346			320,971			130,375			40.62
Total liabilities	$	451,346		$	320,971		$	130,375			40.62

Shareholders’ equity
Ordinary shares, $0.00001 par value; 500,000,000 shares authorized; 130,097,000 and 130,097,000 were shares issued and outstanding at December 31, 2025 and 2024, respectively.		1,301			1,301			-			0.00
Additional paid-in capital		96,999			96,999			-			0.00
Accumulated deficit		(478,465	)		(366,416	)		(112,049	)		30.58
Accumulated other comprehensive loss		(1,495	)		(2,538	)		1,043			(41.10	)
Total shareholders’ deficit		(381,660	)		(270,654	)		(111,006	)		41.01
Total liabilities and shareholders’ equity	$	69,686		$	50,317		$	19,369			38.49

~~Net~~Shareholders’ ~~Loss~~Equity: In January and ~~Cost~~February 2023, ~~Management~~the Company sold 97,000 ordinary shares at a purchase price of $1.00 per share. The issuance of 97,000 IPO shares raised $97,000, enhancing our financial flexibility to fuel future growth.

~~Our~~Revenue ~~net~~and ~~loss was reduced to $74,221 in 2024 from $96,372 in 2023. This reduction in net loss was a result of recording our first sale during 2024.~~Operations

~~Taxation~~The Company did not generate any revenue during the year ended December 31, 2025. Revenue for the year ended December 31, 2024 was derived entirely from the sale of an enterprise software system to a related party, Beijing Cabelongteng Investment Center (Limited Partnership), in the amount of $179,613, against which cost of sales of $148,879 was charged. The sale represented the delivery of an “Enterprise Digital Management System Integration” developed by the Company for that customer.

~~Our~~Net ~~company,~~Loss ~~subsidiaries,~~ and ~~consolidated~~Cost ~~VIE file tax returns separately in their respective jurisdictions:~~Management

~~Cayman~~Our ~~Islands:~~net Noloss ~~taxes~~increased ~~levied~~by on$37,828, ~~profits~~from $74,221 ~~income~~in 2024 to $112,049 orin ~~dividends~~2025. The increase in net loss was attributable primarily to (i) the absence of any revenue and gross profit during 2025, compared with gross profit of $30,734 generated in 2024 from the sale of the enterprise software system; and (ii) the recognition of an impairment loss of $18,149 in respect of the accounts receivable from Beijing Cabelongteng Investment Center (Limited Partnership), which became no longer recoverable during 2025. These adverse movements were partially offset by a $26,536 reduction in operating expenses, principally a reduction in professional fees and staff costs.

~~Hong Kong: Kesheng HK is subject to a 16.5% corporate income tax rate.~~Taxation

~~PRC:~~Our ~~WFOE~~company, ~~and VIE are subject to a 25% statutory income tax rate~~subsidiaries, ~~with~~and aconsolidated ~~10%~~VIE ~~withholding~~file tax onreturns ~~dividends~~separately toin ~~foreign~~their ~~holding~~respective ~~companies, potentially reduced to 5% under certain conditions.~~jurisdictions:

~~Risk~~Cayman ~~Management~~Islands: No taxes levied on profits, income, or dividends.

WeHong ~~recognize~~Kong: ~~the~~Kesheng ~~inherent~~HK ~~risks~~is insubject ~~our~~to ~~operations,~~a ~~such as market volatility and regulatory shifts~~16.5% ~~Our~~corporate ~~dedicated~~income ~~management~~tax ~~team remains committed to proactive risk assessment and mitigation strategies to safeguard our business interests~~rate.

~~Critical~~PRC: ~~Accounting~~WFOE ~~Policies~~and VIE are subject to a 25% statutory income tax rate, with a 10% withholding tax on dividends to foreign holding companies, potentially reduced to 5% under certain conditions.

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.9

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

9We recognize the inherent risks in our operations, such as market volatility and regulatory shifts. Our dedicated management team remains committed to proactive risk assessment and mitigation strategies to safeguard our business interests.

~~Recent~~Going ~~Accounting Developments~~Concern

~~For~~As of December 31, 2025, the Company had cash and cash equivalents of $715, a ~~full~~working ~~discussion~~capital deficit of ~~recently~~$403,887, ~~issued~~an ~~accounting~~accumulated ~~pronouncements~~deficit of $478,465, ~~please~~and ~~see~~a shareholders’ deficit of $381,660. The Company generated no revenue during the ~~notes~~year ended December 31, 2025 and incurred a net loss of $112,049. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the ~~consolidated~~date these financial statements ~~Note~~are 2issued.

~~ITEM~~Management 7Ahas evaluated these conditions and concluded that its plans alleviate the substantial doubt. ~~QUANTITATIVE~~These ~~AND~~plans ~~QUALITATIVE~~include: ~~DISCLOSURES~~(i) ~~ABOUT~~continued ~~MARKET~~financial ~~RISK~~support from Ms. Guo Li, the Company’s director and CEO, who has confirmed her intention to provide such support for at least twelve months from the date the financial statements are issued; (ii) active pursuit of additional software development engagements; and (iii) continued deferral of executive compensation and tight control over operating expenses. Reference is made to Note 2 to the consolidated financial statements for further details.

WeCritical ~~are~~Accounting ~~a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.~~Policies

~~ITEM~~The 8preparation 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. ~~FINANCIAL~~Our ~~STATEMENTS~~management ~~AND~~bases ~~SUPPLEMENTARY~~these ~~DATA~~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~~During ~~information~~preparation ~~required~~of byour ~~this~~financial ~~Item~~statements isfor ~~incorporated~~the ~~herein~~year byended ~~reference~~December 31, to2025, ~~the~~there ~~consolidated~~was ~~financial~~no ~~statements~~accounting ~~and~~estimate ~~supplementary~~we ~~data~~made ~~set~~that ~~forth~~was insubject ~~Item~~to ~~15.~~a ~~Exhibits,~~high ~~Financial~~degree ~~Statement Schedules~~ of ~~Part~~uncertainty IVand ofwas ~~this~~critical ~~Annual~~to ~~Report~~our results.

~~ITEM~~Recent 9.Accounting ~~CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSURE~~Developments

~~Except~~For ~~as reported in~~ a ~~current~~full ~~report~~discussion onof ~~Form~~recently ~~8-K~~issued ~~filed~~accounting ~~by the Company~~pronouncements, ~~there~~please ~~have~~see ~~been~~the nonotes ~~changes~~to inthe orconsolidated ~~disagreements with our accountants on accounting and~~ financial ~~disclosure~~statements ~~matters~~Note 2.

ITEM 9A7A. ~~CONTROLS~~QUANTITATIVE AND ~~PROCEDURES~~QUALITATIVE DISCLOSURES ABOUT MARKET RISK

~~Disclosure~~We ~~Controls~~are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and ~~Procedures~~are not required to provide the information under this item.

We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act. These are designed to ensure that information required to be disclosed in our SEC reports is recorded, processed, summarized, and reported within the specified timeframes. These controls also ensure that such information is accumulated and communicated to our senior management, including Li Guo, Chief Executive Officer, to facilitate timely decisions regarding required disclosure.10

~~Under~~ITEM the supervision and participation of our senior management, led by Li Guo, Chief Executive Officer, and Ziyong Hu, Chief Financial Officer, we evaluated the effectiveness of our disclosure controls and procedures as of December 31, 20248. ~~Based~~FINANCIAL onSTATEMENTS ~~this~~AND ~~evaluation,~~SUPPLEMENTARY ~~and considering the material weaknesses identified in our internal controls over financial reporting, Li Guo and Ziyong Hu concluded that our disclosure controls and procedures were not effective.~~DATA

~~Management’s~~The ~~Report~~information onrequired ~~Internal~~by ~~Control~~this ~~Over~~Item is incorporated herein by reference to the consolidated financial statements and supplementary data set forth in Item 15. Exhibits and Financial ~~Reporting~~Statement Schedules of Part IV of this Annual Report.

~~Our~~ITEM ~~management is responsible for establishing and maintaining adequate internal control over financial reporting~~9. ~~Internal~~CHANGES ~~control~~IN ~~over~~AND ~~financial~~DISAGREEMENTS ~~reporting~~WITH isACCOUNTANTS ~~defined~~AND inFINANCIAL Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our Board, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:DISCLOSURE

●Except Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; ● Provide reasonable assurance that transactions are recorded as ~~necessary~~reported ~~to permit preparation of financial statements~~ in ~~accordance~~a ~~with~~current ~~accounting~~report ~~principles~~on ~~generally~~Form ~~accepted~~8-K infiled ~~the~~by ~~United States of America and that receipts and expenditures of~~ the ~~company~~Company, ~~are~~there ~~being~~have ~~made~~been ~~only~~no changes in ~~accordance with authorizations of management and directors of the company; and ● Provide reasonable assurance regarding prevention~~ or ~~timely~~disagreements ~~detection~~with ~~of unauthorized acquisition, use or disposition of~~ our ~~assets~~accountants ~~that could have a material effect~~ on ~~the~~accounting and financial ~~statements~~disclosure matters.

10ITEM 9A. CONTROLS AND PROCEDURES

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

~~The~~We ~~matters~~maintain ~~involving~~disclosure ~~internal~~ controls and procedures, ~~that~~as ~~our~~defined ~~management~~in ~~considered~~Rule 13a-15(e) toand beRule 15d-15(e) ~~material weaknesses~~ under the ~~standards~~Exchange ofAct. ~~the~~These ~~Public~~are ~~Company~~designed ~~Accounting~~to ~~Oversight~~ensure ~~Board~~that ~~were:~~information ~~(1)~~required ~~lack~~to ofbe adisclosed ~~functioning~~in ~~audit~~our ~~committee~~SEC ~~and~~reports ais ~~lack~~recorded, ofprocessed, ~~independent directors on our Board~~summarized, ~~resulting~~and inreported ~~ineffective~~within ~~oversight in~~ the ~~establishment~~specified ~~and~~timeframes. ~~monitoring~~These ofcontrols ~~required~~also ~~internal~~ensure ~~controls~~that ~~and~~such ~~procedures;~~information ~~(2)~~is ~~inadequate~~accumulated ~~segregation~~and ofcommunicated ~~duties~~to ~~consistent~~our ~~with~~senior ~~control~~management, ~~objectives;~~including ~~and~~Li ~~(3)~~Guo, ~~ineffective~~Chief ~~controls~~Executive ~~over~~Officer, ~~period~~to ~~end~~facilitate ~~financial~~timely ~~disclosure~~decisions ~~and~~regarding ~~reporting~~required ~~processes~~disclosure.

~~Management~~Under ~~believes that~~ the ~~material~~supervision ~~weaknesses~~and ~~set~~participation ~~forth~~of inour ~~items~~senior ~~(2)~~management, ~~and~~led ~~(3)~~by ~~above~~Li ~~did~~Guo, ~~not~~Chief ~~have~~Executive anOfficer, ~~effect~~and onZiyong ~~our~~Hu, ~~financial~~Chief ~~results.~~Financial ~~However~~Officer, ~~management~~we ~~believes~~evaluated ~~that~~ the ~~lack~~effectiveness of aour ~~functioning~~disclosure ~~audit~~controls ~~committee~~ and ~~the~~procedures ~~lack~~as of ~~independent~~December 31, ~~directors~~2025. Based on ~~our~~this ~~Board~~evaluation, ~~results~~and inconsidering ~~ineffective oversight in~~ the ~~establishment~~material ~~and~~weaknesses ~~monitoring~~identified ofin ~~required~~our internal controls ~~and~~over ~~procedures~~financial reporting, ~~which~~Li ~~could~~Guo ~~result~~and inZiyong aHu ~~material~~concluded ~~misstatement~~that in our ~~financial~~disclosure ~~statements~~controls inand ~~future~~procedures ~~periods~~were not effective.

Management’s ~~Remediation~~Report ~~Initiatives~~on Internal Control Over Financial Reporting

InOur anmanagement ~~effort~~is toresponsible ~~remediate~~for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the ~~identified~~Exchange ~~material~~Act ~~weaknesses~~as a process designed by, or under the supervision of, our principal executive and ~~other~~principal ~~deficiencies~~financial officers and ~~enhance~~effected by our ~~internal controls~~Board, wemanagement ~~have~~and ~~initiated~~other personnel, orto ~~plan~~provide toreasonable ~~initiate,~~assurance regarding the ~~following~~reliability ~~series~~of financial reporting and the preparation of ~~measures~~financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:

~~Assuming~~● wePertain ~~are~~to ~~able~~the tomaintenance ~~secure~~of ~~additional~~records ~~working~~that ~~capital,~~in wereasonable ~~will~~detail ~~create~~accurately aand ~~position~~fairly reflect the transactions and dispositions of our assets; ● Provide reasonable assurance that transactions are recorded as necessary to ~~segregate~~permit ~~duties~~preparation ~~consistent~~of financial statements in accordance with ~~control~~accounting ~~objectives~~principles ~~and~~generally ~~will~~accepted ~~increase~~in ~~our~~the ~~personnel~~United ~~resources~~States of America and ~~technical~~that ~~accounting~~receipts ~~expertise~~and ~~within~~expenditures of the ~~accounting~~company ~~function~~are ~~when~~being ~~funds~~made ~~are~~only ~~available~~in toaccordance uswith authorizations of management and directors of the company; and ● Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

WeBecause ~~also~~of ~~plan~~its toinherent ~~appoint~~limitations, ~~one~~internal control over financial reporting may not prevent or ~~more~~detect ~~outside~~misstatements. ~~directors~~Projections toof ~~our~~any ~~Board~~evaluation ~~who~~of ~~shall~~effectiveness beto ~~appointed~~future periods are subject to anthe ~~audit~~risk ~~committee~~that ~~resulting~~controls inmay abecome ~~fully~~inadequate ~~functioning~~because ~~audit~~of ~~committee~~changes ~~which~~in ~~will~~conditions, ~~undertake~~or that the ~~oversight~~degree inof compliance with the ~~establishment~~policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and ~~monitoring~~presentation. Because of ~~required~~the inherent limitations of internal ~~controls~~control, ~~and~~there ~~procedures~~is ~~such~~a asrisk ~~reviewing~~that ~~and~~material ~~approving~~misstatements ~~estimates~~may ~~and~~not ~~assumptions~~be ~~made~~prevented or detected on a timely basis by ~~management~~internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

Management believes that the appointment of one or more independent directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of independent directors on our Board.11

WeThe ~~anticipate~~matters involving internal controls and procedures that ~~these~~our ~~initiatives~~management ~~will~~considered to be ~~implemented~~material inweaknesses ~~conjunction~~under ~~with~~the standards of the ~~growth~~Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee and a lack of independent directors on our ~~business~~Board, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; and (3) ineffective controls over period end financial disclosure and reporting processes.

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

~~There~~Management’s ~~has~~Remediation been no change in our internal control over financial reporting identified in connection with our evaluation we conducted of the effectiveness of our internal control over financial reporting as of December 31, 2024, that occurred during our fourth quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.Initiatives

~~ITEM~~In ~~9B.~~an ~~OTHER~~effort ~~INFORMATION~~to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:

~~None~~Assuming we are able to secure additional working capital, we will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us.

~~ITEM~~We ~~9C.~~also ~~DISCLOSURE~~plan ~~REGARDING~~to ~~FOREIGN~~appoint ~~JURISDICTIONS~~one ~~THAT~~or ~~PREVENT~~more ~~INSPECTIONS~~outside directors to our Board who shall be appointed to an audit committee resulting in a fully functioning audit committee which will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management.

~~Not~~Management ~~applicable~~believes that the appointment of one or more independent directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of independent directors on our Board.

11We anticipate that these initiatives will be implemented in conjunction with the growth of our business.

~~Part~~Changes ~~III~~in Internal Control over Financial Reporting

~~ITEM~~There ~~10.~~has ~~DIRECTORS~~been no change in our internal control over financial reporting identified in connection with our evaluation we conducted of the effectiveness of our internal control over financial reporting as of December 31, ~~EXECUTIVE~~2025, ~~OFFICERS~~that ~~AND~~occurred ~~CORPORATE~~during ~~GOVERNANCE~~our fourth quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

~~Directors~~ITEM ~~and~~9B. ~~Executive~~OTHER ~~Officers~~INFORMATION

~~The following table sets forth certain information relating to our directors and executive officers upon the closing of this offering:~~None.

Directors and Executive Officer	Age	Position/Title
Li Guo	46	Chief Executive Officer and Director
Ziyong Hu	39	Chief Financial Officer
Feng Jiang	36	Controller
Nie Yu	34	Chief Operational Officer

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

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

ZiYong Hu. Mr. Hu has 10 years of working experience as chief financial officer of a group enterprise, is proficient in modern enterprise financial management and has profound theoretical and practical experience in financial management. He graduated from Shanghai TV University in Business Administration in 2010 and studied at Hubei University in 2018. In 2010, he joined Jiu’An Fuying investment company and started as an ordinary specialist. After two years of participation, he was promoted to a financial manager. He has operated the channels of M &A, fixed growth, bond issuance, backdoor listing, VC, PE and other listing work, and has many years of experience and ability in capital operations. He joined Kesheng group in 2018, responsible for group financial management and managing multiple branches and subsidiaries in different regions. At the same time, he assisted in completing the IPOs of the invested enterprises and the listing of the new third edition. Mr. Hu has experience in listing work such as enterprise venture capital, introduction of VC and PE and share reform, and assistingd the company to maintain an increase rate of more than 10% and develop steadily every year. Since 2018, with the development and growth of BJKZ, he was responsible for all the financial work of BJKZ.12

~~Jiang~~Part Feng. Ms. Jiang has more than 11 years of financial experience, and a bachelor’s degree in accounting and management from Shenzhen University. She joined Zhong Keqiang finance company in 2015, successively worked in cost accounting, general ledger accounting and financial analysis posts, and became familiar with financial professional knowledge in accounting, tax law, financial management, internal control and audit. Ms. Jiang has a good understanding of the overall accounting, financial management, internal control, cost accounting, master budget planning, foreign industrial and commercial taxation and other businesses. In 2018, he joined Kesheng group as the treasurer, responsible for financial supervision, financial control and financial support. At the same time, she leads and assists the invested enterprise in performing investigation, details of creditor’s rights and debts, asset evaluation, sustainable development evaluation, merger plan, etc. Since 2018, under the development needs of BJKZ, she worked with the financial manager to be responsible for the financial work of BJKZ.III

12ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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

~~ITEM~~The ~~11.~~following ~~EXECUTIVE~~table ~~COMPENSATION~~sets forth certain information relating to our directors and executive officers upon the closing of this offering:

The following table shows for the period ended December 31, 2024 and 2023, the compensation awarded (earned) or paid by the Company to its named executive officer or the person acting in a similar capacity as that term is defined in Item 402(a)(2) of Regulation S-K. There are no understandings or agreements regarding compensation that our management will receive after a business combination that is required to be included in this table, or otherwise.

Directors and Executive Officer	Age	Position/Title
Li Guo	47	Chief Executive Officer and Director
Ziyong Hu	40	Chief Financial Officer
Feng Jiang	37	Controller
Nie Yu	35	Chief Operational Officer

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

Name and Principal Position(1)	Year	Salary($)		Bonus($)		StockAwards($)		OptionAwards($)		Non-Equity Incentive Plan Compensation($)		Change inPension Valueand Nonqualified Deferred Compensation Earnings($)		All OtherCompensation($)		Total($)
Li Guo	2024	$	0		0		0		0		0		0		0		0
Ziyong Hu	2024	$	14,717	$	16,687		0		0		0		0		0	$	31,404
Feng Jiang	2024	$	0	$	0		0		0		0		0		0	$	0
Nie Yu	2024	$	14,837	$	13,905		0		0		0		0		0	$	28,742
Li Guo	2023	$	0		0		0		0		0		0		0		0
Ziyong Hu	2023	$	0	$	0		0		0		0		0		0	$	0
Feng Jiang	2023	$	15,000	$	0		0		0		0		0		0	$	15,000
Nie Yu	2023	$	15,000	$	0		0		0		0		0		0	$	15,000

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

~~Summary~~Jiang Feng. Ms. Jiang has more than 11 years of ~~Director~~financial ~~Compensation~~experience, and a bachelor’s degree in accounting and management from Shenzhen University. She joined Zhong Keqiang finance company in 2015, successively worked in cost accounting, general ledger accounting and financial analysis posts, and became familiar with financial professional knowledge in accounting, tax law, financial management, internal control and audit. Ms. Jiang has a good understanding of the overall accounting, financial management, internal control, cost accounting, master budget planning, foreign industrial and commercial taxation and other businesses. In 2018, he joined Kesheng group as the treasurer, responsible for financial supervision, financial control and financial support. At the same time, she leads and assists the invested enterprise in performing investigation, details of creditor’s rights and debts, asset evaluation, sustainable development evaluation, merger plan, etc. Since 2018, under the development needs of BJKZ, she worked with the financial manager to be responsible for the financial work of BJKZ.

~~Our director is not compensated for her role, and there are no arrangements for future compensation for services provided as a director.~~13

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

~~Agreement~~ITEM on11. ~~Salary~~EXECUTIVE ~~Deferral~~COMPENSATION

The ~~executive~~following ~~officers,~~table ~~including~~shows Lifor ~~Guo~~the ~~(CEO)~~period ended December 31, 2025 and ~~Ziyong~~2024, Huthe compensation awarded (~~CFO~~earned), ~~have~~or ~~agreed~~paid ~~not~~by the Company to ~~take~~its anamed ~~salary~~executive ~~until~~officer or the ~~company~~person ~~achieves~~acting ~~positive~~in ~~income~~a similar capacity as that term is defined in Item 402(a)(2) of Regulation S-K. ~~This~~There ~~decision~~are ~~reflects~~no ~~their~~understandings ~~commitment~~or toagreements ~~the~~regarding ~~financial~~compensation ~~stability~~that ~~and~~our ~~growth~~management ofwill ~~the~~receive ~~company~~after a business combination that is required to be included in this table, or otherwise.

~~Employment~~Summary ~~Contracts,~~Compensation ~~Termination of Employment, Change-in-Control Arrangements~~Table

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

Name and Principal Position⁽¹⁾	Year	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Li Guo	2025	$	-	$	-		-		-		-		-		-	$	-

Ziyong Hu	2025	$	25,118	$	4,857		-		-		-		-		-	$	29,975

Feng Jiang	2025	$	-	$	-		-		-		-		-		-	$	-

Nie Yu	2025	$	20,847	$	-		-		-		-		-		-	$	20,847

Li Guo	2024	$	-	$	-		-		-		-		-		-	$	-

Ziyong Hu	2024	$	14,717	$	16,687		-		-		-		-		-	$	31,404

Feng Jiang	2024	$	-	$	-		-		-		-		-		-	$	-

Nie Yu	2024	$	14,837	$	13,905		-		-		-		-		-	$	28,742

~~There~~Summary ~~are~~of noDirector ~~compensation plans or arrangements, including payments to be made by us that would result from the resignation, retirement or any other termination.~~Compensation

~~There~~Our ~~are~~director nois ~~arrangements~~not compensated for ~~officers~~her role, ~~employees~~and orthere ~~consultants~~are ~~that~~no ~~would~~arrangements ~~result~~for ~~from~~future compensation for services provided as a ~~change-in-control~~director.

~~ITEM~~Agreement ~~12.~~on ~~SECURITY~~Salary ~~OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS~~Deferral

~~The~~Ms. ~~following~~Li ~~tables~~Guo ~~set~~(CEO) ~~forth~~has ~~certain~~agreed ~~information~~not ~~with~~to ~~respect~~take toa salary from the ~~beneficial~~Company ~~ownership~~until the Company achieves positive income. During the year ended December 31, 2025, no compensation was paid or accrued in respect of ~~our~~Ms. ~~ordinary~~Guo. ~~shares~~Other named executive officers received cash compensation during the year as ofset out in the ~~date~~Summary Compensation Table above; in addition, the Company continues to carry an accrued executive compensation balance of ~~this~~$214,533 ~~report~~as of December 31, ~~for~~2025 (December 31, 2024: $244,565), representing previously accrued amounts that remain unpaid pending the Company achieving sufficient cash flows. Reference is made to Note 8 to the consolidated financial statements for further details.

●Employment ~~each~~Contracts, ~~shareholder~~Termination ~~known by us to be the beneficial owner~~ of ~~more~~Employment, ~~than~~Change-in-Control ~~5% of our outstanding ordinary shares; and~~Arrangements

●BJKZ ~~each~~currently ofhas ~~our~~4 ~~directors~~employees, ~~and~~all ~~executive~~of whom are officers, as well as one consultant who works as a technician.

WeThere ~~have~~are ~~determined~~no ~~beneficial~~compensation ~~ownership~~plans inor ~~accordance with the rules of the SEC~~arrangements, ~~which~~including ~~generally~~payments ~~define beneficial ownership~~ to ~~include~~be ~~any~~made ~~shares over which a person exercises sole or shared voting or investment power. Such determination is not necessarily indicative of beneficial ownership for any other purpose. Except as indicated~~ by ~~the footnotes below, we believe, based on the information furnished to~~ us, that ~~the~~would ~~persons~~result ~~and~~from ~~entities named in~~ the ~~table below have sole voting and investment power or the power to receive the economic benefit with respect to all ordinary shares that they beneficially own~~resignation, ~~subject~~retirement ~~to applicable community property laws. None of the stockholders listed in the table are a broker-dealer~~ or anany ~~affiliate~~other ~~of a broker dealer~~termination. ~~None of the stockholders listed in the table are located in the United States.~~

~~Applicable~~There ~~percentage~~are ~~ownership~~no isarrangements ~~based~~for ~~on 130~~officers,~~097,000~~ ~~ordinary~~employees ~~shares~~or ~~outstanding~~consultants asthat ofwould ~~the~~result ~~date~~from ofa ~~this filing. Unless otherwise indicated, the address of each beneficial owner listed~~ change-in ~~the table below is c/o BJKZ, No 3 Building of No 1 Jiali Construction Plaza FL 13, No~~-control.~~4th Central Road, Futian, Shenzhen, Guangdong Province, 518000, People’s Republic of China.~~

Name of Beneficial Owner	Ordinaryshares		%
Directors and executive officers:
Kehui International Holdings Limited(2)		1,100,000		0.85
Fine Orchild Limited		69,900,000		53.73
Oriental Keyang Limited		59,000,000		45.35

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

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

The following tables set forth certain information with respect to the beneficial ownership of our ordinary shares as of the date of this report, for:

~~ITEM~~● ~~13.~~each ~~CERTAIN~~shareholder ~~RELATIONSHIPS~~known ~~AND~~by ~~DIRECTOR~~us ~~INDEPENDENCE~~to be the beneficial owner of more than 5% of our outstanding ordinary shares; and

~~Except~~● aseach ~~disclosed below, since the beginning~~ of ~~the fiscal year preceding the last fiscal year none of the following persons has had any direct or indirect material interest in any transaction to which~~ our ~~Company~~directors ~~was~~and orexecutive ~~is a party, or in any proposed transaction to which our Company proposes to be a party:~~officers.

●We ~~any~~have ~~Director~~determined orbeneficial ~~officer~~ownership in accordance with the rules of ~~our~~the ~~Company;~~SEC, ●which generally define beneficial ownership to include any ~~proposed~~shares ~~Director~~over ofwhich ~~officer~~a person exercises sole or shared voting or investment power. Such determination is not necessarily indicative of ~~our~~beneficial ~~Company;~~ownership ●for any ~~person~~other ~~who~~purpose. ~~beneficially~~Except ~~owns~~as indicated by the footnotes below, ~~directly~~we orbelieve, ~~indirectly~~based on the information furnished to us, ~~shares~~that ~~carrying~~the ~~more~~persons ~~than~~and 5entities ~~percent~~named ofin the table below have sole voting ~~rights~~and ~~attached~~investment power or the power to ~~our~~receive ~~Common~~the ~~Stock;~~economic orbenefit ●with ~~any~~respect ~~member~~to all ordinary shares that they beneficially own, subject to applicable community property laws. None of the ~~immediate~~stockholders ~~family~~listed in the table are a broker-dealer or an affiliate of ~~any~~a broker dealer. None of the ~~foregoing~~stockholders ~~persons~~listed ~~(including~~in athe ~~spouse,~~table ~~parents,~~are ~~children,~~located ~~siblings,~~in ~~and~~the ~~in-laws)~~United States.

~~Director~~Applicable ~~Independence~~percentage ownership is based on 130,097,000 ordinary shares outstanding as of the date of this filing. Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o BJKZ, No 3 Building of No 1 Jiali Construction Plaza FL 13, No.4th Central Road, Futian, Shenzhen, Guangdong Province, 518000, People’s Republic of China.

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

Name of Beneficial Owner
*Directors and executive officers:*
Kehui International Holdings Limited⁽²⁾	1,100,000	0.85
Fine Orchild Limited	69,900,000	53.73
Oriental Keyang Limited⁽³⁾	59,000,000	45.35

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

~~ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES~~15

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

OnExcept ~~February 7,~~as ~~2025~~disclosed below, since the ~~Board~~beginning of ~~Directors~~the offiscal KByear ~~Global~~preceding ~~Holdings Limited (~~the ~~“Company”)~~last ~~dismissed~~fiscal ~~Centurion~~year ZDnone ~~CPA~~of ~~& Co. (“Centurion ZD”) from its position as~~ the ~~independent~~following ~~registered~~persons ~~public~~has ~~accounting~~had ~~firm~~any ~~for~~direct ~~the~~or ~~Company.~~indirect ~~The~~material ~~Company~~interest ~~does~~in ~~not~~any ~~have~~transaction ~~an Audit Committee. This decision~~ to ~~terminate our engagement stems solely from Centurion ZD CPA & Co’s planned cancellation of its PCAOB license,~~ which ~~renders the firm non-compliant with regulatory requirements essential to~~ our ~~audit partnership. The~~ Company ~~has~~was ~~engaged~~or KDis &a ~~Co. (“KD”) as the independent registered public accounting firm for the Company~~party, ~~effective~~or ~~February 10,~~in ~~2025.~~any ~~The~~proposed ~~Board~~transaction ofto ~~Directors~~which ofour ~~the~~ Company ~~approved~~proposes ~~the~~to ~~engagement~~be ofa ~~KD.~~party:

~~Centurion~~● ZDany ~~CPA~~Director &or ~~Co.~~officer ~~The~~of ~~audit-related~~our ~~fees~~Company; ~~for~~● ~~2022~~any ~~and~~proposed ~~2023~~Director ~~are~~of ~~charged~~officer asof ~~follows:~~our Company; ● any person who beneficially owns, directly or indirectly, shares carrying more than 5 percent of the voting rights attached to our Common Stock; or ● any member of the immediate family of any of the foregoing persons (including a spouse, parents, children, siblings, and in-laws).

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

Director Independence

~~The~~We ~~aggregate~~are ~~fees~~not ~~billed~~subject ~~for~~to ~~professional~~listing ~~services~~requirements ~~rendered~~of byany ~~the~~national ~~principal~~securities ~~accountant~~exchange ~~for~~or ~~the~~national ~~audit~~securities ofassociation ~~our~~and, ~~financial~~as ~~statements~~a ~~and~~result, ~~review~~we ofare ~~financial~~not ~~statements~~at ~~included~~this intime ~~our~~required ~~quarterly~~to ~~Reports~~have onour ~~Form~~Board ~~10-Q~~comprised ~~and~~of KDa &majority ~~Co.~~of ~~services~~“Independent ~~that~~Directors”. ~~are~~We ~~normally~~believe ~~provided~~that byour ~~the~~director ~~accountant~~currently indoes ~~connection~~not ~~with~~meet ~~statutory~~the ~~and~~definition ~~regulatory~~of ~~filings~~“independent” oras ~~engagements~~promulgated ~~for~~by ~~these~~the ~~fiscal~~rules ~~periods~~and ~~were~~regulations asof ~~follows:~~NASDAQ.

Fee Category	Year EndedDecember 31,2024		Year EndedDecember 31,2023
Audit fees (1):	$	35,000	$	15,000
Total fees	$	35,000	$	15,000

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

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

~~Audit~~The ~~Committee~~aggregate ~~Pre-Approval~~fees billed to the Company by KD & Co. for professional services rendered for the audit of ~~Audit~~the Company’s annual consolidated financial statements and ~~Permissible~~for ~~Non-Audit~~the ~~Services~~reviews of ~~Independent~~the ~~Auditors~~Company’s interim consolidated financial statements included in the Company’s Quarterly Reports on Form 10-Q are set out below. There were no other fees billed by KD & Co. for audit-related services, tax services, or any other services during the periods presented.

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

Fee Category	Year Ended December 31, 2025		Year Ended December 31, 2024
Audit fees⁽¹⁾:	$	50,000	$	35,000
Total fees	$	50,000	$	35,000

16(1) “Audit fees” consist of fees billed by the principal accountant for the audit of the Company’s annual consolidated financial statements and for the reviews of the Company’s interim consolidated financial statements included in its Quarterly Reports on Form 10-Q. No other fees were billed by the principal accountant during the periods presented.

~~Part~~Audit IVCommittee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors

~~ITEM~~Given 15the small size of our Board as well as the limited activities of our Company, our Board acts as our Audit Committee. ~~EXHIBITS~~Our ~~AND~~Board ~~FINANCIAL~~pre-approves ~~STATEMENT~~all ~~SCHEDULES~~audit and permissible non-audit services. These services may include audit services, audit-related services, tax services, and other services. Our Board approves these services on a case-by-case basis.

~~(a) The following documents are filed as part of this report:~~16

~~Financial~~Part ~~Statements~~IV

~~The~~ITEM ~~following~~15. ~~financial~~EXHIBITS ~~statements~~AND ofFINANCIAL KBSTATEMENT ~~Global Holdings Limited and Report of Independent Registered Public Accounting Firm are presented in the “F” pages of this report:~~SCHEDULES

(ba) ~~Exhibits~~The following documents are filed as part of this report:

~~See~~Financial ~~the Exhibit Index following the signature page of this report, which Index is incorporated herein by reference.~~Statements

~~ITEM~~The ~~16.~~following ~~FORM~~financial ~~10-K~~statements ~~SUMMARY~~of KB Global Holdings Limited and Report of Independent Registered Public Accounting Firm are presented in the “F” pages of this report:

~~Form~~(b) ~~10-K Summary~~Exhibits

~~Business~~See ~~Overview:~~the KBExhibit ~~Global~~Index ~~Holdings~~following ~~Limited~~the issignature apage ~~holding~~of ~~company~~this ~~for~~report, ~~a Chinese subsidiary for~~ which ~~Beijing~~Index ~~Kezhao Technology Co., Ltd.(“BJKZ”)~~ is aincorporated ~~variable~~herein ~~interest~~by ~~entity~~reference. BJKZ specializes in high-tech software development and high-end material manufacturing. The company focuses on creating innovative digital management systems and leveraging advanced materials to enhance its technological solutions.

~~Financial~~ITEM ~~Highlights:~~16. FORM 10-K SUMMARY

●Form ~~Total~~10-K ~~Assets: Reduce to $50,317 in 2024 from $416,325 in 2023. Recover part of the loan and adjust related transactions.~~Summary

●Business ~~Net Loss~~Overview: ~~Reduced~~KB toGlobal ~~$74,221~~Holdings inLimited ~~2024~~is ~~from~~a ~~$96~~holding company for a Chinese subsidiary for which Beijing Kezhao Technology Co.,~~372~~ Ltd. (“BJKZ”) is a variable interest entity. BJKZ specializes in ~~2023~~high-tech software development and high-end material manufacturing. The company focuses on creating innovative digital management systems and leveraging advanced materials to enhance its technological solutions.

●Operational ~~Cash Position~~Highlights: ~~Cash and cash equivalents reduced to $3,253, supporting ongoing operations.~~

~~Operational~~● ~~Highlights~~Enterprise Digital Management System Integration: Development reached 100%. Bring operating income to the company.

● ~~Enterprise~~Property ~~Digital~~and ~~Management~~equipment: ~~System~~In ~~Integration:~~2023, ~~Development~~the ~~reached~~Company ~~100%.~~purchased ~~Bring~~$36,114 ~~operating~~in ~~income~~computer devices to ~~the~~bolster ~~company~~software development capabilities.

● ~~Property~~Client ~~and equipment~~Engagement: InReceived ~~2023,~~a ~~the~~payment ~~Company~~for ~~purchased~~goods 36of $179,~~114~~613 infor ~~computer~~software ~~devices~~system todevelopment ~~bolster~~from ~~software~~a ~~development~~major ~~capabilities~~client.

●Risk ~~Client Engagement~~Factors: ~~Received a payment for goods of $179,613 for software system development from a major client.~~

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

● ~~Market~~Operational Risks: ~~Includes~~Challenges ~~potential volatility~~ in ~~demand~~scaling ~~for~~operations ~~software~~and ~~solutions~~maintaining ~~and~~technological ~~materials~~advancements.

● ~~Operational~~Regulatory Risks: ~~Challenges~~Compliance inwith ~~scaling~~diverse ~~operations~~regulations ~~and~~across ~~maintaining~~different ~~technological advancements~~jurisdictions.

●Corporate ~~Regulatory Risks~~Governance: ~~Compliance with diverse regulations across different jurisdictions.~~

17● Board of Directors: Led by CEO Li Guo, with a focus on strategic oversight and risk management.

~~Corporate~~● ~~Governance~~Executive Leadership: Experienced team driving the company’s growth and innovation initiatives.

● ~~Board~~Governance ~~of Directors~~Policies: ~~Led~~Emphasis byon ~~CEO~~transparency, ~~Li Guo~~accountability, ~~with a focus on strategic oversight~~ and ~~risk~~ethical ~~management~~business practices.

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

●The ~~Governance~~Form ~~Policies:~~10-K ~~Emphasis~~Summary onprovides ~~transparency,~~an ~~accountability~~overview of the comprehensive details found in the full Form 10-K, ~~and~~offering ~~ethical~~insights into KB Global Holdings Limited’s business ~~practices~~operations, financial condition, and strategic direction.

Forward-Looking Statements: This report contains forward-looking statements regarding the company’s future performance, including anticipated growth, market expansion, and technological advancements. These statements are based on current expectations and are subject to risks and uncertainties that could cause actual results to differ materially.17

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

18Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SIGNATURES

	KB Global Holdings Limited

Date: June 3, 2026	By:	/s/ Li Guo
		Name:	Li Guo
		Title:	Chief Executive Officer, Director
			(principal executive officer)

Date: June 3, 2026	By:	/s/ Ziyong Hu
		Name:	Ziyong Hu
		Title:	Chief Financial Officer
			(principal financial officer and principal accounting officer)

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.18

	KB Global Holdings Limited
Date: May 8, 2025	By:	/s/ Li Guo
		Name:	Li Guo
		Title:	Chief Executive Officer, Director
			(principal executive officer)
Date: May 8, 2025	By:	/s/ Ziyong Hu
		Name:	Ziyong Hu
		Title:	Chief Financial Officer
			(principal financial officer and principal accounting officer)

KB Global Holdings Limited

19Exhibit Index to Annual Report on Form 10-K

KBFor ~~Global~~the ~~Holdings~~Fiscal ~~Limited~~Year Ended December 31, 2025

Exhibit Index to Annual Report on Form 10-K

Exhibit No.		Description
10.2		Exclusive Business Cooperation Agreement dated November 30, 2018 between Suzhou Keju Management Consulting Co., Ltd. and Beijing Kezhao Technology Co., Ltd. – filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 and incorporated herein by reference.

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

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

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

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

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

~~For~~* ~~the~~Exhibits ~~Fiscal~~filed ~~Year Ended December 31, 2024~~herewith.

Exhibit No.		Description
10.2		Exclusive Business Cooperation Agreement dated November 30, 2018 between Suzhou Keju Management Consulting Co., Ltd. and Beijing Kezhao Technology Co., Ltd. – filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 and incorporated herein by reference.
31.1*		Certification of Chief Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a) of the Exchange Act.
31.2*		Certification of Chief Financial Officer pursuant to Rule 13a-14 and Rule 15d-14(a) of the Exchange Act.
32.1*		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101*		Interactive data files pursuant to Rule 405 of Regulation S-T
101.INS		Inline XBRL Instance Document.*
101.SCH		Inline XBRL Taxonomy Extension Schema Document.*
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.*
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.*
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.*
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.*
104		Cover Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit 101).*

*Part ~~Exhibits filed herewith.~~IV

20KB GLOBAL HOLDINGS LIMITED

~~Part~~INDEX IVTO FINANCIAL STATEMENTS

KB GLOBAL HOLDINGS LIMITED

		Page
Report of Independent Registered Public Accounting Firm		F-2

Consolidated Balance Sheets as of December 31, 2025 and 2024		F-3

Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2025 and 2024		F-4

Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2025 and 2024		F-5

Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024		F-6

Notes to Consolidated Financial Statements		F-7 – F-15

~~INDEX TO FINANCIAL STATEMENTS~~F-1

		Page
Report of Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheets as of December 31, 2024 and 2023		F-3
Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2024 and 2023		F-4
Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2024 and 2023		F-5
Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023		F-6
Notes to Consolidated Financial Statements		F-7 – F-14

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

~~F-1~~To the Director and Stockholders of

~~Report~~KB ofGlobal ~~Independent~~Holdings ~~Registered Public Accounting Firm~~Limited

ToOpinion on the ~~Director~~Financial ~~and shareholders of~~Statements

We have audited the accompanying consolidated balance sheets of KB Global Holdings Limited and its subsidiaries (collectively the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of operations and comprehensive income, change in stockholder’s equity, and cash flows for the years ended December 31, 2025 and 2024, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years ended December 31, 2025 and 2024, in conformity with accounting principles generally accepted in the United States of America.

~~Opinion~~Basis onfor ~~the Financial Statements~~Opinion

WeThese ~~have~~financial ~~audited~~statements are the ~~accompanying~~responsibility ~~consolidated balance sheets~~ of ~~KB Global Holdings Limited and Subsidiaries (collectively,~~ the “Company”)’s asmanagement. ofOur ~~December 31,~~responsibility ~~2024~~is ~~and~~to ~~2023,~~express ~~and~~an opinion on the ~~related~~Company’s ~~consolidated~~financial statements ofbased ~~operations~~on ~~and~~our ~~comprehensive~~audits. ~~losses,~~We ~~shareholders’~~are ~~equity~~a ~~and~~public ~~cash~~accounting ~~flows~~firm ~~for~~registered with the ~~years~~Public ~~ended~~Company ~~December 31,~~Accounting ~~2024~~Oversight ~~and~~Board ~~2023,~~(United ~~and~~States) ~~the~~(PCAOB) ~~related~~and ~~notes~~are ~~(collectively~~required ~~referred~~ to asbe ~~the~~independent ~~“financial~~with ~~statements”).~~respect Into ~~our opinion,~~ the ~~financial~~Company ~~statements present fairly,~~ in ~~all~~accordance ~~material~~with ~~respects,~~ the ~~financial~~U.S. ~~position~~federal ofsecurities ~~the~~laws ~~Company as of December 31, 2024~~ and ~~2023, and~~ the ~~results~~applicable ofrules ~~its operations~~ and ~~its~~regulations ~~cash~~of ~~flows for~~ the ~~years~~Securities ~~ended~~and ~~December 31,~~Exchange ~~2024~~Commission and ~~2023 in conformity with accounting principles generally accepted in~~ the ~~United States of America~~PCAOB.

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

~~These~~Our ~~financial~~audits ~~statements~~included ~~are~~performing procedures to assess the ~~responsibility~~risks of ~~the~~material ~~Company’s~~misstatement ~~management.~~of ~~Our~~the ~~responsibility~~financial isstatements, towhether ~~express~~due anto ~~opinion~~error onor ~~the~~fraud, ~~Company’s~~and ~~financial~~performing ~~statements~~procedures ~~based~~that onrespond ~~our~~to ~~audits~~those risks. WeSuch ~~are~~procedures aincluded ~~public~~examining, ~~accounting~~on ~~firm~~a ~~registered~~test ~~with~~basis, evidence regarding the ~~Public~~amounts ~~Company~~and ~~Accounting~~disclosures ~~Oversight~~in ~~Board~~the ~~(United~~financial ~~States)~~statements. ~~(“PCAOB”)~~Our ~~and~~audits ~~are~~also ~~required~~included toevaluating bethe ~~independent~~accounting ~~with~~principles ~~respect~~used toand ~~the~~significant ~~Company~~estimates inmade ~~accordance~~by ~~with~~management, ~~the~~as ~~U.S.~~well ~~federal~~as ~~securities~~evaluating ~~laws~~the ~~and~~overall presentation of the ~~applicable~~financial ~~rules~~statements. ~~and~~We ~~regulations~~believe ofthat ~~the~~our ~~Securities~~audits ~~and~~provide ~~Exchange~~a ~~Commission~~reasonable ~~and~~basis ~~the~~for ~~PCAOB~~our opinion.

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

~~Our~~We ~~audits~~have ~~included~~served performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as ~~well as evaluating~~ the ~~overall~~Company’s ~~presentation~~auditor ofsince ~~the financial statements. We believe that our audits provide a reasonable basis for our opinion.~~2025

~~Critical~~Hong ~~Audit~~Kong, ~~Matters~~China

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challengingJune 3, ~~subjective, or complex judgments. We determined that there are no critical audit matters.~~2026

~~/s/~~PCAOB ~~KD & Co.~~ID: 7137

~~KD & Co.~~F-2

~~Hong~~KB ~~Kong~~GLOBAL HOLDINGS LIMITED

~~May~~Consolidated 8,Balance ~~2025~~Sheets

We have served as the Company’s auditor since February 10, 2025.


	December 31,
	2025			2024
ASSETS
Non-current assets
Computer equipment	$	22,227		$	28,096
Total non-current assets		22,227			28,096

Current assets
Account receivables		-			17,872
Other receivables		1,140			1,096
Amounts due from a related party		45,604			-
Cash and cash equivalents		715			3,253
Total current assets		47,459			22,221
Total assets	$	69,686		$	50,317

LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current liabilities
Accruals and other current payables	$	249,898		$	294,934
Tax payable		2,471			2,376
Amount due to a related party		198,977			23,661
Total current liabilities		451,346			320,971
Total liabilities		451,346			320,971

Shareholders’ equity
Ordinary shares, $0.00001 par value; 500,000,000 shares authorized; 130,097,000 and 130,097,000 were shares issued and outstanding at December 31, 2025 and 2024, respectively.		1,301			1,301
Additional paid-in capital		96,999			96,999
Accumulated deficit		(478,465	)		(366,416	)
Accumulated other comprehensive loss		(1,495	)		(2,538	)
Total shareholders’ deficit		(381,660	)		(270,654	)
Total liabilities and shareholders’ equity	$	69,686		$	50,317

~~PCAOB~~The IDaccompanying #notes ~~【】7137~~are an integral part of these financial statements.

F-23

KB GLOBAL HOLDINGS LIMITED

Consolidated ~~Balance~~Statements ~~Sheets~~of Operations and Comprehensive Loss

	December 31,
	For the years ended December 31,
	2024			2023
	2025			2024
ASSETS
Revenue
Non-current assets
Software development service – related party	$	-		$	179,613
Computer equipment	$	28,096		$	35,512
Cost of sales		-			(148,879	)
Loan to a related party		-			340,872
Gross profit		-			30,734
Total non-current assets		28,096			376,384
Operating expenses		(112,059	)		(133,595	)
Current assets
Loss from operations		(112,059	)		(102,861	)
Account receivables		17,872			-
Other income		10			28,640
Other receivables		1,096			559
Loss before income tax		(112,049	)		(74,221	)
Subscription receivables		-			1,100
Income tax expense		-			-
Amounts due from related parties		-			9,402
Net loss	$	(112,049	)	$	(74,221	)
Cash and cash equivalents		3,253			28,880
Other comprehensive (loss) income
Total current assets		22,221			39,941
Foreign currency translation adjustments		1,043			(1,350	)
Total assets	$	50,317		$	416,325
Comprehensive loss		(111,006	)		(75,571	)
LIABILITIES AND SHAREHOLDERS’ DEFICIT
Basic and diluted earnings per ordinary share		(0.00	)		(0.00	)
Current liabilities
Basic and diluted weighted average ordinary shares outstanding		130,097,000			130,097,000
Accruals and other current payables	$	294,934		$	161,646
Advance from customer – related party		-			145,800
Tax payable		2,376			2,423
Amount due to related parties		23,661			301,539
Total current liabilities		320,971			611,408
Total liabilities		320,971			611,408
Shareholders’ equity
Ordinary shares, $0.00001 par value; 500,000,000 shares authorized; 130,097,000 and 130,097,000 were shares issued and outstanding at December 31, 2024 and 2023, respectively.		1,301			1,301
Additional paid-in capital		96,999			96,999
Accumulated deficit		(366,416	)		(292,195	)
Accumulated other comprehensive loss		(2,538	)		(1,188	)
Total shareholders’ deficit		(270,654	)		(195,083	)
Total liabilities and shareholders’ equity	$	50,317		$	416,325

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

F-34

KB GLOBAL HOLDINGS LIMITED

Consolidated Statements of ~~Operations~~Shareholders’ ~~and Comprehensive Loss~~ Equity

	For the years ended December 31,
	Ordinary shares						Additional paid-in		Accumulated			Accumulated other comprehensive income			Shareholders’
	2024			2023
	Number			Amount			capital		deficit			(loss)			equity
Revenue
Balance as of January 1, 2025		130,097,000		$	1,301		$	96,999	$	(366,416	)	$	(2,538	)	$	(270,654	)
Software development service – related party	$	179,613		$	-
Net loss		-			-			-		(112,049	)		-			(112,049	)
Cost of sales		(148,879	)		-
Foreign currency translation adjustment		-			-			-		-			1,043			1,043
Gross profit		30,734			-
Balance as of December 31, 2025		130,097,000		$	1,301		$	96,999	$	(478,465	)	$	(1,495	)	$	(381,660	)
Operating expenses		(133,595	)		(108,518	)
Balance as of January 1, 2024		130,097,000		$	1,301		$	96,999	$	(292,195	)	$	(1,188	)	$	(195,083	)
Loss from operations		(102,861	)		(108,518	)
Net loss		-			-			-		(74,221	)		-			(74,221	)
Other income		28,640			12,146
Foreign currency translation adjustment		-			-			-		-			(1,350	)		(1,350	)
Loss before income tax		(74,221	)		(96,372	)
Balance as of December 31, 2024		130,097,000		$	1,301		$	96,999	$	(366,416	)	$	(2,538	)	$	(270,654	)
Income tax expense		-			-
Net loss	$	(74,221	)	$	(96,372	)
Other comprehensive (loss) income
Foreign currency translation adjustments		(1,350	)		(1,597	)
Comprehensive loss		(75,571	)		(97,969	)
Basic and diluted earnings per ordinary share		(0.00	)		(0.00	)
Basic and diluted weighted average ordinary shares outstanding		130,097,000			130,123,423

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

F-45

KB GLOBAL HOLDINGS LIMITED

Consolidated Statements of ~~Shareholders’~~Cash ~~Equity~~Flows

	Ordinary shares						Additional paid-in		Accumulated			Accumulated other comprehensive income			Shareholders’
	For the years ended December 31,
	Number			Amount			capital		deficit			(loss)			equity
	2025			2024
Balance as of January 1, 2024		130,097,000		$	1,301		$	96,999	$	(292,195	)	$	(1,188	)	$	(195,083	)
Cash flows from operations:
Net loss	$	-(112,049	)	$	-(74,221	)		-		~~(74,221~~	)		-			~~(74,221~~	)
Foreign currency translation adjustment		-			-			-		-			(1,350	)		(1,350	)
Impairment of account receivables		18,149			-
Balance as of December 31, 2024		130,097,000		$	1,301		$	96,999	$	(366,416	)	$	(2,538	)	$	(270,654	)
Depreciation		6,833			6,830
Balance as of January 1, 2023		110,000,000		$	1,100		$	-	$	(195,823	)	$	409		$	(194,314	)
Interest income		(1	)		(26,554	)
Issuance of shares		20,097,000			201			96,999		-			-			97,200
Changes in operating assets and liabilities:
Net loss		-			-			-		(96,372	)		-			(96,372	)
Account receivables		-			(18,141	)
Foreign currency translation adjustment		-			-			-		-			(1,597	)		(1,597	)
Subscription receivables		-			1,100
Balance as of December 31, 2023		130,097,000		$	1,301		$	96,999	$	(292,195	)	$	(1,188	)	$	(195,083	)
Other receivables		-			(556	)
Accruals		(48,752	)		142,469
Other payables		-			(7,453	)
Advance from customer		-			(145,127	)
Net cash used in operations		(135,820	)		(121,653	)
Cash flows from investing activities:
Interest received		1			26,554
Loan to a related party		-			(122,898	)
Advances to related parties		(44,517	)		-
Advances from a related party		-			462,196
Net Cash (used in)/provided by investing activities		(44,516	)		365,852
Cash flows from financing activities:
Advances from related parties		178,606			184,296
Repayment to related parties		(887	)		(453,906	)
Net cash provided by/(used in) financing activities		177,719			(269,610	)
Effect of exchange rate change on cash and cash equivalents		79			(216	)
Net decrease in cash and cash equivalents		(2,538	)		(25,627	)
Cash and cash equivalents, beginning of year		3,253			28,880
Cash and cash equivalents, end of year	$	715		$	3,253
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-56

KB GLOBAL HOLDINGS LIMITED

~~Consolidated~~FOR ~~Statements~~THE ofYEAR ~~Cash~~ENDED ~~Flows~~DECEMBER 31, 2025

	For the years ended December 31,
	2024			2023
Cash flows from operations:
Loss from operations	$	(74,221	)	$	(96,372	)
Depreciation		6,830			609
Interest income		(26,554	)		(12,146	)
Changes in operating assets and liabilities:
Account receivables		(18,141	)		-
Subscription receivables		1,100			-
Other receivables		(556	)		(566	)
Accruals		142,469			30,358
Other payables		(7,453	)		7,579
Advance from customer		(145,127	)		147,579
Net cash (used in)/provided by operations		(121,653	)		77,041
Cash Flows from Investing Activities:
Interest received		26,554			12,146
Purchases of computer equipment		-			(36,555	)
Loan to a related party		(122,898	)		(345,031	)
Advances from a related party		462,196			-
Net Cash provided by/(used in) investing activities		365,852			(369,440	)
Cash flows from financing activities:
Issuance of shares		-			97,200
Advances from related parties		184,296			417,526
Repayment to related parties		(453,906	)		(194,400	)
Net cash (used in)/provided by financing activities		(269,610	)		320,326
Effect of exchange rate change on cash and cash equivalents		(216	)		(381	)
Net (decrease)/increased in cash and cash equivalents		(25,627	)		27,546
Cash and cash equivalents, beginning of year		28,880			1,334
Cash and cash equivalents, end of year	$	3,253		$	28,880
Supplemental cash flow disclosure:
Cash paid for interest expense	$	-		$	-
Cash paid for income taxes	$	-		$	-

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~The~~NOTE ~~accompanying~~1 ~~notes~~– ~~are~~Organization anand ~~integral~~Business ~~part of these financial statements.~~Description

~~F-6~~KB Global Holdings Limited (the “Company”) is 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~~Global ~~HOLDINGS~~Holdings ~~LIMITED~~Limited.

~~FOR~~On ~~THE~~January 18, ~~YEAR~~2018, ~~ENDED~~Suzhou ~~DECEMBER~~Keju 31Enterprise Management Consulting Limited, ~~2024~~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.

~~NOTES~~Beijing TOKezhao ~~CONSOLIDATED~~Technology ~~FINANCIAL~~Co., ~~STATEMENTS~~Ltd. (the “BJKZ”) was incorporated in PRC on August 13, 2018. BJKZ is an information technology company which engaged in information technology development and consulting services.

~~NOTE~~On 1November 30, –2018, ~~Organization~~WFOE entered into an exclusive business cooperation agreement with the shareholders of BJKZ, through which WFOE has gained full control over the management and ~~Business~~receive ~~Description~~the economic benefits of BJKZ.

KBNote ~~Global~~2 ~~Holdings~~– ~~Limited~~Summary ~~(the “Company”) was incorporated in the Cayman Islands on November 17, 2017 with the authorized capital~~ of 5Significant ~~billion~~Accounting ~~ordinary shares, par value of $0.00001 per share.~~Policies

OnBasis ~~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.~~Presentation

OnThe ~~January 18,~~consolidated ~~2018,~~financial ~~Suzhou~~statements ~~Keju~~of ~~Enterprise~~the ~~Management~~Company ~~Consulting~~have ~~Limited,~~been orprepared ~~Suzhou~~in ~~Keju,~~accordance ~~our~~with ~~Wholly~~generally ~~Foreign-Owned~~accepted ~~Enterprise~~accounting (principles in the United States of America (“~~WFOE~~US GAAP”), ~~was~~and ~~incorporated~~reflect inthe ~~Suzhou,~~activities ~~PRC,~~of ~~with~~the ~~registered~~following ~~capital~~subsidiaries ofand ~~$10~~variable ~~million~~interest entity (“VIE”): Kesheng HK, asSuzhou aKeju, ~~wholly~~and BJKZ. All inter-~~owned~~company ~~subsidiary~~transactions ofand ~~Kesheng~~balances HKhave been eliminated in the consolidation.

~~Beijing~~In ~~Kezhao~~accordance ~~Technology~~with CoU.S. GAAP, ~~Ltd.~~VIE ~~(“BJKZ”)~~are ~~was~~generally ~~incorporated~~entities inthat ~~PRC~~lack onsufficient ~~August 13,~~equity ~~2018~~to finance their activities without additional financial support from other parties or whose equity holders lack adequate decision-making ability. ~~BJKZ~~All VIE with which the Company is aninvolved ~~information~~must ~~technology~~be ~~company~~evaluated ~~which~~to ~~engaged~~determine inthe ~~information~~primary ~~technology~~beneficiary ~~development~~of the risks and ~~consulting~~rewards ~~services~~of the VIE. The primary beneficiary is required to consolidate the VIEs for financial reporting purposes.

OnAccounting ~~November 30~~Standards Codification (“ASC”) 810-10 “Consolidation” addresses whether certain types of entities referred to as VIE, ~~2018~~such as BJKZ, ~~WFOE~~should ~~entered~~be ~~into~~consolidated anin 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 ~~shareholders~~provisions of ~~BJKZ~~ASC 810, ~~through~~the ~~which~~Company has determined that BJKZ is a VIE of the WFOE ~~has~~and ~~gained~~that ~~full~~the ~~control~~Company ~~over~~is the ~~management~~primary beneficiary, and ~~receive~~accordingly, the ~~economic~~financial ~~benefits~~statements of BJKZ are consolidated into the results of the Company.

~~Note~~The 2following –assets ~~Summary~~and liabilities of ~~Significant~~the ~~Accounting~~VIE ~~Policies~~are included in the accompanying consolidated financial statements of the Company as of December 31, 2025 and 2024:

Basis of Presentation

Schedule of assets and liabilities
	Year ended December 31,
	2025		2024
Non-current assets	$	22,227	$	28,096
Current assets	$	57,666	$	32,033
Total assets	$	79,893	$	60,129

Current liabilities	$	164,265	$	80,491
Total liabilities	$	164,265	$	80,491

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 interF-~~company transactions and balances have been eliminated in the consolidation.~~7

InGoing 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 VIE with which the Company is involved must be evaluated to determine the primary beneficiary of the risks and rewards of the VIE. The primary beneficiary is required to consolidate the VIEs for financial reporting purposes.Concern

~~Accounting~~The ~~Standards~~accompanying ~~Codification~~consolidated ~~(“ASC”)~~financial ~~810-10~~statements ~~“Consolidation”~~have ~~addresses~~been ~~whether~~prepared ~~certain~~on ~~types~~a ofgoing ~~entities~~concern ~~referred~~basis, towhich ascontemplates ~~VIE,~~the ~~BJKZ~~realization ~~should~~of beassets ~~consolidated~~and the satisfaction of liabilities in athe ~~company’s~~normal ~~consolidated~~course ~~financial~~of ~~statements~~business. ~~Pursuant~~As toreflected in the ~~exclusive~~consolidated ~~business~~financial ~~cooperation agreement~~statements, ~~WFOE~~the ~~has~~Company ~~the~~incurred ~~exclusive~~a ~~right~~net toloss ~~provide~~of to$112,049 ~~BJKZ~~during ~~technical~~the ~~development,~~year ~~technical~~ended ~~support~~December 31, ~~management~~2025, ~~consultation~~generated ~~and~~no ~~other~~revenue ~~related~~during ~~services~~2025, onand anas ~~exclusive~~of ~~basis.~~that Indate ~~accordance~~had ~~with~~a ~~the~~working ~~provisions~~capital deficiency of ~~ASC~~$403,887 ~~810~~(current liabilities of $451,346 ~~the~~less ~~Company~~current ~~has~~assets ~~determined~~of ~~that~~$47,459), ~~BJKZ~~an isaccumulated deficit of $478,465, a ~~VIE~~shareholders’ deficit of ~~the~~$381,660, ~~WFOE~~and cash and ~~that~~cash ~~the~~equivalents ~~Company~~of is$715. ~~the~~These ~~primary~~conditions ~~beneficiary,~~raise ~~and~~substantial ~~accordingly,~~doubt about the ~~financial~~Company’s ~~statements~~ability ofto ~~BJKZ~~continue ~~are~~as ~~consolidated~~a ~~into~~going ~~the~~concern ~~results~~within ofone year after the ~~Company~~date that these consolidated financial statements are issued.

~~The~~Management ~~following~~has ~~assets~~evaluated ~~and~~these ~~liabilities~~conditions ofand ~~the~~concluded ~~VIE~~that ~~are~~its ~~included~~plans, ~~in the accompanying consolidated financial statements of the Company~~ as ofdescribed ~~December 31~~below, ~~2024~~alleviate ~~and~~the ~~2023~~substantial doubt:

Schedule of assets and liabilities
	Year ended December 31,
	2024		2023
Non-current assets	$	28,096	$	376,384
Current assets	$	32,033	$	47,502
Total assets	$	60,129	$	423,886
Current liabilities	$	80,491	$	423,886
Total liabilities	$	80,491	$	423,886

(i) Director Ms. Guo Li has continued to provide financial support to the Company. During the year ended December 31, 2025, the amount due to Ms. Guo Li increased from $23,661 to $198,977. Ms. Guo Li has confirmed her intention to continue providing financial support to the Company, and to not call for repayment of the amounts due to her, for a period of at least twelve months from the date these consolidated financial statements are issued, to the extent necessary to enable the Company to meet its obligations as they fall due;

~~F-7~~(ii) management is actively pursuing additional software development engagements that are expected to generate operating cash flows in the next twelve months; and

~~Use~~(iii) the Company will continue to control its operating expenses and to defer non-essential expenditure, including the deferral of ~~Estimates~~executive compensation, until cash flows from operations become positive.

~~The~~Based ~~preparation~~on ofthese ~~the~~plans, ~~Company’s~~management ~~financial~~believes ~~statements~~that ~~in conformity with generally accepted accounting principles of~~ the ~~United~~Company ~~States~~will ofhave ~~America~~sufficient ~~requires~~resources ~~management~~ to ~~make~~meet ~~estimates~~its ~~and~~obligations ~~assumptions~~as ~~that~~they ~~affect~~fall ~~the~~due ~~reported~~for ~~amounts~~at ofleast ~~assets~~twelve ~~and~~months ~~liabilities~~from ~~and disclosure of contingent assets and liabilities at~~ the date ofthese ~~the~~consolidated financial statements ~~and~~are ~~the~~issued. ~~reported~~The ~~amounts~~consolidated offinancial ~~revenues~~statements ~~and~~do ~~expenses~~not ~~during~~include ~~the~~any ~~reporting~~adjustments ~~period.~~that ~~Management~~might ~~makes~~result ~~its~~from ~~best estimate of~~ the ~~ultimate~~ outcome ~~for~~of ~~these~~this ~~items based on historical trends and other information available when the financial statements are prepared~~uncertainty. ~~Actual results could differ from those estimates.~~

~~Foreign~~Use ~~Currency~~of ~~Translation~~Estimates

The preparation of the Company’s financial statements ~~are presented~~ in ~~the~~conformity ~~U.S.~~with ~~dollar~~generally ~~($),~~accepted ~~which~~accounting isprinciples of the ~~Company’s~~United ~~reporting~~States ~~currency.~~of ~~The~~America ~~Company~~requires ~~use~~management ~~Renminbi~~to ~~(“RMB”)~~make asestimates ~~its~~and ~~functional~~assumptions ~~currency.~~that ~~Transactions~~affect inthe ~~foreign~~reported ~~currencies~~amounts ~~are~~of ~~initially~~assets ~~recorded~~and atliabilities ~~the~~and ~~functional~~disclosure ~~currency~~of ~~rate~~contingent ~~ruling~~assets and liabilities at the date of ~~transaction. Any differences between~~ the ~~initially~~financial ~~recorded~~statements ~~amount~~ and the ~~settlement~~reported ~~amount~~amounts ~~are~~of ~~recorded~~revenues asand aexpenses ~~gain~~during ~~or loss on foreign currency transaction in~~ the ~~statements~~reporting ~~of income~~period. ~~Monetary~~Management ~~assets~~makes ~~and~~its ~~liabilities~~best ~~denominated~~estimate ~~in foreign currency are translated at the functional currency rate~~ of ~~exchange ruling at~~ the ~~balance~~ultimate ~~sheet~~outcome ~~date.~~for ~~Any~~these ~~differences~~items ~~are~~based ~~taken~~on tohistorical ~~profit~~trends orand ~~loss~~other asinformation aavailable ~~gain~~when orthe ~~loss~~financial onstatements ~~foreign~~are ~~currency~~prepared. ~~translation~~Actual inresults ~~the~~could ~~statements~~differ offrom ~~income~~those estimates.

~~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.Translation

~~Fair~~The ~~Value~~Company’s ~~Measurements~~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.

~~ASC~~In ~~Topic~~accordance ~~820,~~with ~~Fair~~ASC ~~Value~~830, ~~Measurement~~Foreign ~~and~~Currency ~~Disclosures~~Matters, ~~defines~~the ~~fair~~Company ~~value~~translated as the ~~exchange~~assets ~~price~~and ~~that~~liabilities ~~would~~into beU.S. ~~received~~dollar ~~for~~using ~~an asset or paid to transfer a liability (an exit price) in~~ the ~~principal~~rate orof ~~most~~exchange ~~advantageous~~prevailing ~~market~~at ~~for~~ the ~~asset~~applicable orbalance ~~liability~~sheet ~~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~~the ~~inputs~~statements ~~when~~of ~~measuring~~income ~~fair value. Certain current assets~~ and ~~current~~cash ~~liabilities~~flows are ~~financial~~translated ~~instruments.~~at ~~Management~~an ~~believes~~average ~~their~~rate ~~carrying~~during ~~amounts are a reasonable estimate of fair value because of~~ the ~~short~~reporting period. ofAdjustments ~~time~~resulting ~~between~~from the ~~origination~~translation ~~of such instruments and their expected realization and, if applicable, their current interest rates~~ are ~~equivalent~~recorded toin ~~interest~~shareholders’ ~~rates~~equity ~~currently~~as ~~available.~~part ~~The three levels~~ of ~~valuation~~accumulated ~~hierarchy~~other ~~are~~comprehensive ~~defined as follows:~~income.

● 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.F-8

~~The~~Fair ~~carrying~~Value 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.Measurements

~~F-8~~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:

~~Advance~~● ~~from~~Level ~~Customer~~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 ~~proceeds~~carrying ~~received~~amounts ~~from~~of ~~sales~~financial ~~are~~assets ~~initially~~and ~~recorded as advance from customer~~liabilities, ~~which~~such ~~was~~as ~~usually~~balance with related toparties ~~unsatisfied~~approximate ~~performance~~their ~~obligations~~fair atvalues ~~the~~because ~~end~~ of ~~an applicable reporting period. Due to~~ the ~~generally~~ short~~-term~~ ~~duration~~maturity of ~~the~~these ~~relevant~~instruments ~~contracts,~~or ~~most~~the rate of ~~the~~interest ~~performance~~of ~~obligations~~these ~~are~~instruments ~~satisfied~~approximate in the ~~following~~market ~~reporting~~rate ~~period~~of interest.

~~Cash~~Advance ~~and~~from ~~Cash Equivalents~~Customer

~~Cash~~The ~~and~~proceeds ~~cash~~received ~~equivalents~~from ~~represent~~sales ~~cash~~are oninitially ~~hand,~~recorded ~~demand~~as ~~deposits,~~advance ~~and~~from ~~other~~customer, ~~short-term~~which ~~highly~~was ~~liquid~~usually ~~investments~~related ~~placed~~to ~~with~~unsatisfied ~~banks,~~performance ~~which~~obligations ~~have~~at ~~original~~the ~~maturities~~end of ~~three~~an ~~months~~applicable orreporting ~~less~~period. ~~and~~Due ~~are~~to ~~readily~~the ~~convertible~~generally toshort-term ~~known~~duration ~~amounts~~of the relevant contracts, most of ~~cash~~the performance obligations are satisfied in the following reporting period.

~~Computer~~Cash ~~equipment~~and Cash Equivalents

~~Computer~~Cash ~~equipment~~and iscash ~~stated~~equivalents atrepresent ~~cost~~cash ~~less~~on ~~accumulated~~hand, ~~depreciation~~demand deposits, and ~~impairment~~other ~~losses.~~short-term ~~Depreciation~~highly isliquid ~~provided~~investments ~~using~~placed ~~the~~with ~~straight-line~~banks, ~~method~~which ~~based~~have onoriginal ~~the~~maturities ~~estimated~~of ~~useful~~three ~~life.~~months ~~The~~or ~~estimated~~less ~~useful~~and ~~live~~are ofreadily ~~computer~~convertible ~~equipment~~to isknown 5amounts ~~years~~of cash.

~~Revenue~~Computer ~~Recognition~~equipment

~~The~~Computer ~~Company~~equipment ~~recognizes~~is ~~revenue~~stated inat ~~accordance~~cost ~~with~~less ~~Accounting~~accumulated ~~Standards~~depreciation ~~Codification~~and ~~(ASC)~~impairment ~~Topic 606 – Revenue from Contracts with Customers~~losses. ~~Revenue~~Depreciation is ~~recognized~~provided ~~when~~using ~~control of~~ the ~~promised~~straight-line ~~service~~method isbased ~~transferred~~on to the ~~customer~~estimated inuseful anlife. ~~amount~~The ~~that~~estimated ~~reflects~~useful ~~the~~life ~~consideration~~of ~~the~~computer ~~Company~~equipment ~~expects~~is to5 ~~be entitled to in exchange for those services~~years.

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.Recognition

~~Income~~The ~~Tax~~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 ~~uses~~generates ~~the~~revenue ~~asset~~exclusively ~~and~~from ~~liability~~software ~~method~~development ofservices, ~~accounting~~which ~~for~~involve ~~income~~the ~~taxes in accordance with Accounting Standards Codification (“ASC”) 740~~design, ~~“Income Taxes” (“ASC 740”). Under this method~~development, ~~income tax expense is recognized as the amount of: (i) taxes payable or refundable for the current year~~ and ~~(ii)~~delivery ~~future tax consequences attributable to differences between financial statement carrying amounts~~ of ~~existing~~customized ~~assets~~software ~~and~~solutions ~~liabilities~~based ~~and~~on ~~their~~customer ~~respective tax bases~~specifications. ~~Deferred~~Each ~~tax~~contract ~~assets~~typically ~~and~~includes ~~liabilities~~a ~~are~~single ~~measured~~performance ~~using~~obligation ~~enacted~~— ~~tax~~the ~~rates~~delivery ~~expected~~of ~~to apply to taxable income in~~ the ~~years~~completed ~~which~~software ~~those temporary differences are expected to be recovered or settled~~solution. ~~The~~Revenue ~~effect~~is onrecognized ~~deferred~~at ~~tax assets and liabilities of~~ a ~~change~~point in ~~tax~~time, ~~rates~~upon iscustomer ~~recognized~~acceptance inor ~~the~~delivery ~~results~~ of ~~operations in~~ the ~~period~~completed ~~that~~software, ~~includes~~whichever ~~the~~occurs ~~enactment date~~later. AThis ~~valuation~~reflects ~~allowance~~the ispoint ~~provided~~at towhich ~~reduce~~ the ~~deferred~~customer ~~tax~~obtains ~~assets~~control ~~reported~~of ~~if based on~~ the ~~weight~~software ofand ~~available evidence it is more likely than not that some portion or all of~~ the ~~deferred~~Company ~~tax~~has ~~assets~~fulfilled ~~will~~its ~~not~~performance ~~be realized~~obligation.

~~Recent Accounting Pronouncements~~F-9

~~Recent~~Income ~~Accounting Pronouncements, not yet adopted~~Tax

~~ASU~~The ~~2023-09~~Company uses the asset and liability method of accounting for income taxes in accordance with Accounting Standards Codification (“ASC”) 740, “Income Taxes” (“~~ASU~~ASC ~~2023-09~~740”). Under this method, ~~requires~~income ~~disclosure~~tax expense is recognized as the amount of: ~~specific~~(i) ~~categories~~taxes payable or refundable for the current year and ~~disaggregation~~(ii) future tax consequences attributable to differences between financial statement carrying amounts of ~~information~~existing inassets ~~the~~and ~~rate~~liabilities ~~reconciliation~~and ~~table~~their respective tax bases. Deferred tax assets and ~~expands~~liabilities ~~disclosures~~are ~~related~~measured using enacted tax rates expected to apply to taxable income ~~taxes~~in ~~paid~~the years which those temporary differences are expected to be recovered or settled. The ~~new~~effect ~~standard~~on isdeferred ~~effective~~tax ~~for~~assets ~~fiscal~~and ~~years~~liabilities ~~beginning~~of ~~after~~a ~~December 15,~~change ~~2024~~in ~~and~~tax rates is torecognized bein ~~applied~~the ~~prospectively~~results of operations in the period that includes the enactment date. ~~The~~A ~~Company~~valuation allowance is ~~currently~~provided ~~evaluating~~to reduce the ~~impact,~~deferred iftax ~~any,~~assets ~~adoption~~reported ~~will~~if ~~have~~based on ~~its~~the ~~consolidated~~weight ~~financial~~of ~~statements~~available ~~and~~evidence ~~disclosures~~it is more likely than not that some portion or all of the deferred tax assets will not be realized.

~~F-9~~Accounts Receivable and Allowance for Credit Losses

~~ASU~~Accounts ~~2024-02,~~receivable ~~Codification~~are ~~Improvements-Amendments~~recorded toat ~~Remove~~the ~~References~~invoiced toamount, ~~the~~net ~~Concepts~~of ~~Statements~~an ~~(“ASU~~allowance ~~2024-02”)~~for ~~updates~~expected ~~accounting~~credit ~~standards~~losses. ~~for~~The ~~revenue~~Company ~~recognition~~adopted (ASC ~~606)~~326, ~~lease~~Financial ~~accounting~~Instruments ~~(ASC~~— ~~842)~~Credit Losses, and ~~impairment~~applies ofthe ~~long-lived~~current ~~assets~~expected ~~(ASC~~credit ~~360~~loss (“CECL”). ~~ASU~~model ~~2024-02~~to ~~provides~~its ~~enhanced~~accounts ~~guidance~~receivable. ~~for~~The ~~estimating~~Company ~~variable~~estimates ~~consideration,~~expected ~~accounting~~credit ~~for~~losses ~~contract~~based ~~modifications,~~on ~~determining~~a ~~lease~~combination ~~terms,~~of ~~and~~historical ~~simplifying~~loss ~~impairment~~experience, ~~testing~~current ~~for~~conditions, ~~long-lived~~and ~~assets.~~reasonable Itand ~~also~~supportable ~~introduces~~forecasts ~~increased~~of ~~disclosure~~future ~~requirements~~economic ~~for~~conditions, including the financial ~~instruments~~condition and ~~derivatives.~~creditworthiness ~~ASU~~of ~~2024-02~~the iscounterparty. ~~effective~~Accounts ~~for~~receivable ~~fiscal~~are ~~years~~written ~~beginning~~off ~~after~~when ~~December 15,~~the ~~2024, with early adoption permitted. The~~ Company isconcludes ~~currently~~that ~~evaluating~~all ~~the~~reasonable ~~impact,~~collection ifefforts ~~any,~~have ~~adoption~~been ~~will~~exhausted ~~have~~and onthe ~~its~~receivable ~~consolidated~~is ~~financial~~no ~~statements~~longer ~~and~~considered ~~disclosures~~recoverable.

~~ASU~~Recent ~~2024-03,~~Accounting 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.Pronouncements

~~The~~Recent ~~Company~~Accounting ~~has~~Pronouncements, ~~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.~~adopted

~~Recently~~ASU ~~Adopted~~2023-09, ~~Accounting~~Income ~~Pronouncements~~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 ~~2023~~2024-0702, ~~Segment~~Codification ~~Reporting~~Improvements-Amendments –to ~~Improvements~~Remove References to ~~Reportable~~the ~~Segment~~Concepts ~~Disclosures~~Statements (“ASU ~~2023~~2024-0702”), ~~requires~~updates ~~enhanced~~accounting ~~disclosures~~standards ~~related~~for torevenue ~~significant~~recognition ~~segment~~(ASC ~~expenses~~606), ~~and~~lease aaccounting ~~description~~(ASC 842), and impairment of ~~how~~long-lived ~~the~~assets ~~chief~~(ASC ~~operating~~360). ~~decision~~ASU ~~maker~~2024-02 ~~utilizes~~provides ~~segment~~enhanced ~~operating~~guidance ~~profit~~for orestimating ~~loss~~variable toconsideration, ~~allocate~~accounting ~~resources~~for contract modifications, determining lease terms, and ~~assess~~simplifying ~~segment~~impairment ~~performance~~testing for ~~all~~long-lived ~~public~~assets. ~~entities~~It also introduces increased disclosure requirements for financial instruments and derivatives. ~~Additionally~~ASU 2024-02 is effective for fiscal years beginning after December 15, ~~the~~2024, ~~standard~~with ~~requires~~early ~~disclosures~~adoption ofpermitted. ~~significant~~The ~~segment~~Company ~~expenses~~is ~~and~~currently ~~other~~evaluating ~~segment~~the ~~items~~impact, asif ~~well~~any, asadoption ~~incremental~~will ~~qualitative~~have on its consolidated financial statements and disclosures.

~~The~~ASU ~~Company~~2024-03, ~~adopted~~Disaggregation of Income Statement Expenses (“ASU ~~2023~~2024-0703”), 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 3115, 2024, onand ainterim ~~retrospective~~periods ~~basis~~within fiscal years beginning after December 15, 2025, with early adoption permitted. ~~For~~The ~~additional~~Company ~~information~~is currently evaluating the impact, ~~refer~~if toany, ~~Note~~adoption ~~12:~~will ~~Segment~~have ~~Reporting~~on its consolidated financial statements and disclosures.

~~Note~~The 3Company –has ~~Revenue~~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.

WeRecently ~~recorded~~Adopted ~~$179,613~~Accounting ~~and $0 in revenue, respectively, for the years ended December 31, 2024 and 2023:~~Pronouncements

Schedule of revenue
	Years ended December 31,
	2024		2023
Software development service	$	179,613	$	-

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.

~~Note~~The 4Company –adopted ~~Net~~ASU ~~Loss~~2023-07 ~~per~~effective ~~Ordinary~~January 1, ~~Share~~2024, on a retrospective basis. For additional information, refer to Note 12: Segment Information.

~~The following table sets forth the computation of basic and diluted net loss per share for years indicated:~~F-10

Schedule of basic and diluted net loss per ordinary share
	Years ended December 31,
	2024			2023
Net loss attributable to the Company, basic and diluted shares	$	(74,221	)	$	(96,372	)
Weighted average ordinary shares used in computing basic and dilutive net loss per share		130,097,000			130,123,423
Net loss per common share, basic		(0.00	)		(0.00	)

Note 3 – Revenue

~~There~~We ~~were~~recorded no$0 ~~dilutive~~and ~~securities~~$179,613 in revenue, respectively, for the years ended December 31, ~~2024~~2025 and ~~2023.~~2024:

F-10

Schedule of revenue
	Years ended December 31,
	2025		2024
Software development service	$	-	$	179,613
		-		179,613

Note 54 – ~~Income~~Net ~~Tax~~Loss per Ordinary Share

~~BJKZ~~The isfollowing ~~incorporated~~table insets ~~the~~forth ~~PRC. It is governed by~~ the ~~income~~computation ~~tax law~~ of ~~the~~basic ~~PRC~~ and isdiluted ~~subject~~net toloss ~~PRC~~per ~~enterprise~~share ~~income tax (“EIT”). The EIT rate~~ for ~~companies~~years ~~operating in the PRC is 25%.~~indicated:

The Company’s effective income tax rates were 0% for the years ended December 31, 2024 and 2023 because of accumulated tax losses brought forward. The applicable rates of income taxes are as follows:


	Years ended December 31,
	2025			2024
Net loss attributable to the Company, basic and diluted shares	$	(112,049	)	$	(74,221	)
Weighted average ordinary shares used in computing basic and dilutive net loss per share		130,097,000			130,097,000
Net loss per common share, basic		(0.00	)		(0.00	)

Schedule of effective rates of income taxes
	Years ended December 31,
	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	%

There were no dilutive securities for the years ended December 31, 2025 and 2024.

~~Income~~Note ~~tax~~5 ~~payable~~– ~~represented enterprise income tax at a rate of 25% of taxable income that the Company accrued but not paid.~~ Income ~~tax payable as of December 31, 2024 and 2023 comprises:~~Tax

Schedule of income tax expense
	Years ended December 31,
	2024		2023
Current income tax expense	$	-	$	-
Deferred tax expense (benefit)		-		-
Current income tax expense	$	-	$	-

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 ~~has~~effective ~~not recognized an~~ income tax ~~benefit~~rates ~~for~~were ~~its~~0% ~~operating losses generated based on uncertainties concerning its ability to generate taxable income in future periods. The tax benefit~~ for the ~~periods~~years ~~presented~~ended isDecember 31, ~~offset~~2025 ~~by a valuation allowance established against deferred tax assets arising from the net operating losses~~ and ~~other~~2024 ~~temporary~~because ~~differences, the realization~~ of ~~which~~accumulated ~~could not be considered more likely than not. In future periods,~~ tax ~~benefits~~losses ~~and~~brought ~~related deferred tax assets will be recognized when management considers realization of such amounts to be more likely than not~~forward. AThe ~~valuation~~applicable ~~allowance~~rates ~~will be maintained until sufficient positive evidence exists to support the reversal~~ of ~~any~~income ~~portion~~taxes orare ~~all~~as ~~of the valuation allowance~~follows:

Schedule of deferred tax asset
Schedule of effective rates of income taxes
	December 31,
	Years ended December 31,
	2024			2023
	2025			2024
Deferred tax asset from operating losses carry-forwards	$	18,555		$	24,093
U.S. statutory rate		34.0	%		34.0	%
Valuation allowance		(18,555	)		(24,093	)
Foreign income not registered in the U.S.		(34.0	)%		(34.0	)%
Deferred tax asset, net	$	-		$	-
PRC statutory rate		25.0	%		25.0	%
Changes in valuation allowance and others		(25.0	)%		(25.0	)%
Effective tax rate		0	%		0	%

F-11

~~Note~~Income 6tax –payable ~~Loan~~represented toenterprise income tax at a ~~Related~~rate ~~Party~~of 25% of taxable income that the Company accrued but not paid. Income tax payable as of December 31, 2025 and 2024 comprises:

On March 28, 2023, the Company provided a loan of $274,694 to Beijing Cabelongteng Investment Center (Limited Partnership)(“Beijing Cabelongteng”), a related party, for its business operations. The loan was unsecured, bore an annual interest rate of 8%, and had a maturity date of March 28, 2026.

Schedule of income tax expense
	Years ended December 31,
	2025		2024
Current income tax expense	$	-	$	-
Deferred tax expense (benefit)		-		-
Current income tax expense	$	-	$	-

~~For~~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 ~~years~~periods ~~ended~~presented ~~December 31,~~is ~~2024,~~offset by a valuation allowance established against deferred tax assets arising from the net operating losses and ~~December 31,~~other ~~2023~~temporary differences, the ~~Company~~realization ~~recognized~~of ~~interest~~which ~~income~~could ofnot ~~$26,533~~be ~~and~~considered ~~$11,935,~~more ~~respectively~~likely than not. In future periods, tax benefits and related deferred tax assets will be recognized when management considers realization of such amounts to ~~this~~be ~~loan~~more ~~receivable~~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:

On December 31, 2024, under a tri-party agreement among the Company, Guo Li, and Beijing Cabelongteng Investment Center (Limited Partnership), the rights and obligations of the loan receivable were transferred to Guo Li. This transfer was settled by offsetting the outstanding amount due to the related party Guo Li. As a result, the Company no longer holds any loan receivable from Beijing Cabelongteng Investment Center (Limited Partnership) as of December 31, 2024.

Schedule of deferred tax asset
	December 31,
	2025			2024
Deferred tax asset from operating losses carry-forwards	$	28,012		$	18,555
Valuation allowance		(28,012	)		(18,555	)
Deferred tax asset, net	$	-		$	-

Note 76 – Computer Equipment

The computer equipment consisted of the following:

Schedule of property and equipment
	December 31,
	2024			2023
	2025			2024
At cost	$	3536,~~415~~841		$	3635,~~114~~415
Less: accumulated depreciation		(714,~~319~~614	)		(~~602~~7,319	)
Property and Equipment	$	2822,~~096~~227		$	3528,~~512~~096

No significant residual value is estimated for the computer equipment. Depreciation expense for the years ended December 31, ~~2024~~2025 and ~~2023~~2024 totaled $6,~~830~~833 and $~~609~~6,830, respectively.

Note 87 – ~~Accruals~~Impairment ~~and~~of ~~Other~~Accounts ~~Payables~~Receivable

~~Accruals~~As ~~and~~of ~~other~~December 31, ~~payables~~2024, ~~consisted~~the Company had an outstanding accounts receivable balance of $17,872 from Beijing Cabelongteng Investment Center (Limited Partnership), a related party (see Note 9). The receivable arose from software development services delivered by the ~~following:~~Company during the first quarter of 2024. Despite repeated collection efforts during the year ended December 31, 2025, the counterparty did not make any payment in respect of the outstanding balance, and management has assessed the receivable as no longer recoverable due to the continued non-payment.

Schedule of accruals and other payables
	December 31,
	2024		2023
Accrued audit fee	$	50,000	$	22,000
Executive compensation		244,565		131,800
Other		369		7,846
	$	294,934	$	161,646

Accordingly, an impairment loss of $18,149, representing the full carrying amount of the receivable translated at the average exchange rate for the year, was recognised in the consolidated statement of operations for the year ended December 31, 2025, and is presented within “Operating expenses”. The impairment loss is also separately identified in the segment information presented in Note 12. The accounts receivable balance was fully written off as of December 31, 2025.

~~F-12~~No impairment loss was recognised on accounts receivable during the year ended December 31, 2024.

~~Note 9 – Related Party Transactions and Balances~~F-12

a.Note ~~Related~~8 ~~party~~– Accruals and Other Payables

~~Schedule~~Accruals ofand ~~related~~other ~~party~~payables ~~Name~~consisted of ~~related party Relationship with~~ the Company Suzhou Kesheng Investment Management Co., Ltd. Ms. Guo Li is common director Guo Li Ms. Guo Li is the director of the Company Beijing Cabelongteng The controlling party of this entity is also a shareholder of the Companyfollowing:

b. Related Party Transactions

Schedule of accruals and other payables
	December 31,
	2025		2024
Accrued audit fee	$	35,000	$	50,000
Executive compensation		214,533		244,565
Other		365		369
	$	249,898	$	294,934

~~During~~Note ~~the~~9 ~~year~~– ~~ended~~Related ~~December~~Party ~~31,~~Transactions ~~2024, the Company provided software development services to Beijing Cabelongteng Investment Center (Limited Partnership), a related party,~~ and ~~recognized revenue of $179,613.~~Balances

Noa. ~~revenue~~Related ~~was recognized from this related~~ party ~~for the year ended December 31, 2023.~~

c. Related party balances

Schedule of related party
Name of related party		Relationship with the Company
Suzhou Kesheng Investment Management Co., Ltd.		Ms. Guo Li is common director
Guo Li		Ms. Guo Li is the director of the Company
Beijing Cabelongteng		The controlling party of this entity is also a shareholder of the Company
Shenzhen Jiecheng Enterprise Management Consulting Co., Ltd (“Jiecheng”)		Mr. Hu Ziyong, the Company’s Chief Financial Officer holds a 60% ownership interest in Jiecheng
Sichuan Chuanghe Culture Media Co., Ltd (“Chuanghe”)		Mr. Hu Ziyong, the Company’s Chief Financial Officer serves as supervisor of Chuanghe

~~The~~b. ~~Company~~Related ~~had~~Party ~~the following related party balances at December 31, 2024 and 2023:~~Transactions

Schedule of related party balances
	December 31,
	2024			2023
Loan receivable from Beijing Cabelongteng (See Note 6)	$	-		$	340,872
Advance from customer from Beijing Cabelongteng	$	-		$	145,800
Due from (to) related parties:
Suzhou Kesheng Investment Management Co., Ltd.	$	-		$	9,402
Guo Li	$	(23,661	)	$	(301,539	)

During the year ended December 31, 2025, the Company made advances totalling $19,952 to Shenzhen Jiecheng Enterprise Management Consulting Co., Ltd (“Jiecheng”), and advances totalling $25,652 to Sichuan Chuanghe Culture Media Co., Ltd (“Chuanghe”). The advances are unsecured, non-interest bearing, repayable on demand, and are intended to support the working capital requirements of the respective related parties. No interest income, expense, or other income statement effect was recognised in respect of these advances during the year. As of December 31, 2025, the full amounts remained outstanding and are presented within “Amounts due from related parties” on the consolidated balance sheet.

~~The~~No ~~amounts~~revenue ~~due~~was recognised from ~~(to)~~any related ~~parties~~party ~~are~~for ~~without~~the ~~interest~~year ~~and~~ended ~~due~~December 31, on2025 ~~demand~~(2024: $179,613 of software development service revenue from Beijing Cabelongteng Investment Center (Limited Partnership)).

~~Note~~During 10the –year ~~Commitments~~ended December 31, 2024, the Company provided software development services to Beijing Cabelongteng Investment Center (Limited Partnership), a related party, and ~~Contingencies~~recognised revenue of $179,613.

~~Operating leases~~F-13

~~During 2024, the Company entered into several short-term operating lease agreements for office space in China~~c. ~~These~~Related ~~leases~~party ~~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.~~balances

●The InCompany ~~July~~had ~~2024,~~ the ~~Company~~following ~~leased~~related ~~approximately~~party 8balances ~~square~~at ~~meters of office space~~December 31, ~~expiring July 3,~~ 2025, ~~with~~and ~~monthly lease payments of approximately $93.~~2024:

● In August 2024, the Company commenced another lease expiring February 28, 2025, with monthly payments of approximately $278.

Schedule of related party balances
	December 31,
	2025			2024
Due from (to) related parties:
Shenzhen Jiecheng Enterprise Management Consulting Co., Ltd		19,952			-
Sichuan Chuanghe Culture Media Co., Ltd		25,652			-
Guo Li		(198,977	)		(23,661	)

●The Inamounts ~~November~~due ~~2024,~~from ~~the~~(to) ~~Company~~related ~~entered~~parties ~~into~~are awithout ~~lease~~interest ~~expiring~~and ~~October~~due ~~31,~~on ~~2025, with monthly payments of approximately $348~~demand.

~~The~~Note ~~Company~~10 ~~recognizes~~– ~~lease~~Commitments ~~expense on a straight-line basis over the lease term. For the years ended December 31, 2024~~ and ~~2023, total lease expenses were $4,936 and $566, respectively.~~Contingencies

~~Legal~~Operating ~~proceedings~~leases

~~There~~During ~~has~~2025, ~~been~~the noCompany ~~legal~~entered ~~proceeding~~into several short-term operating lease agreements for office space in ~~which~~China. ~~the~~These ~~Company~~leases isare aeach ~~party~~for asa term of ~~December 31,~~one ~~2024~~year or less and are therefore not recognized on the balance sheet in accordance with the short-term lease exemption under ASC 842.

~~F-13~~● 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 $93. This lease was renewed on July 3, 2025, for an additional term expiring July 3, 2026, with the same monthly payments.

~~Note~~● 11In –August ~~Ordinary~~2024, ~~Shares~~the Company commenced another lease expiring July 31, 2025, with monthly payments of approximately $278. This lease was renewed in July 2025 for an additional term expiring October 31, 2025, with the same monthly payments. This lease was renewed in October 2025 for an additional term expiring February 28, 2026, with the same monthly payments.

● In ~~January~~November ~~and February 2023~~2024, the Company ~~sold~~entered ~~97,000~~into ~~ordinary~~a ~~shares~~lease atexpiring aOctober ~~purchase~~31, ~~price~~2025, with monthly payments of approximately $1348.00 ~~per~~This ~~share~~lease was renewed in October 2025 for an additional term expiring October 30, 2026, with the same monthly payments.

~~Note~~The 12Company –recognizes ~~Segment~~lease ~~Reporting~~expense on a straight-line basis over the lease term. For the years ended December 31, 2025 and 2024, total lease expenses were $8,625 and $4,936, respectively.

~~The~~Legal 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.proceedings

~~The~~There ~~Company’s~~has ~~Chief~~been ~~Operating~~no ~~Decision~~legal ~~Maker~~proceeding ~~(CODM)~~in iswhich ~~its~~the ~~Chief~~Company ~~Executive~~is ~~Officer (CEO), who evaluates financial performance and allocates resources based on information presented on~~ a ~~consolidated~~party ~~basis. The CODM uses consolidated net income~~ as ~~the primary measure~~ of ~~financial~~December 31, ~~performance and assesses results by comparing actual performance to historical trends and internal forecasts~~2025.

~~The~~Note ~~following~~11 ~~table~~– ~~presents~~Ordinary ~~selected financial information with respect to the Company’s single operating segment for the years ended December 31, 2024, and 2023:~~Shares

Schedule of operating segment
	For the years ended December 31,
	2024			2023
Revenue	$	179,613		$	-
Cost of sales		(148,879	)		-
Gross profit		30,734			-
Operating expenses:
Depreciation		6,830			609
Office expense		5,069			5,697
Professional fee		56,062			36,879
Staff costs		60,146			50,843
Other operating expenses		5,488			14,490
Total operating expenses		(133,595	)		(108,518	)
Loss from operations		(102,861	)		(108,518	)
Other income		28,640			12,146
Loss before income tax		(74,221	)		(96,372	)
Income tax expense		-			-
Net loss	$	(74,221	)	$	(96,372	)

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

Note 1312 – ~~Subsequent~~Segment ~~Event~~Reporting

~~There~~The ~~were~~Company nooperates ~~events~~as orone ~~transactions~~operating ~~that~~segment, ~~would~~providing ~~require~~information ~~recognition~~technology or(IT) ~~disclosure~~development inand ~~financial~~consulting ~~statements~~services ~~for~~to ~~the~~a ~~year~~broad ~~ended~~range ~~December 31~~of clients across various industries. The Company’s primary revenue streams include custom software development, ~~2024~~IT consulting, and system integration services. These services collectively account for approximately 100% of the Company’s revenue.

~~F-14~~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.

F-14

The following table presents selected financial information with respect to the Company’s single operating segment for the years ended December 31, 2025, and 2024:

Schedule of operating segment
	For the years ended December 31,
	2025			2024
Revenue	$	-		$	179,613
Cost of sales		-			(148,879	)
Gross profit		-			30,734
Operating expenses:
Depreciation		6,833			6,830
Office expense		8,625			5,069
Professional fee		50,364			56,062
Staff costs		22,111			60,146
Impairment of account receivables		18,149			-
Other operating expenses		5,977			5,488
Total operating expenses		(112,059	)		(133,595	)
Loss from operations		(112,059	)		(102,861	)
Other income		10			28,640
Loss before income tax		(112,049	)		(74,221	)
Income tax expense		-			-
Net loss	$	(112,049	)	$	(74,221	)

Note 13 – Subsequent Event

There were no subsequent events or transactions that would require recognition or disclosure in financial statements for the year ended December 31, 2025.

F-15

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