Annual Report for Fiscal Year Ending December 31, 2025 (Form 10-K)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 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.

The 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:

●

Delivery and acceptance of a fully functional enterprise software system.

●

Establishment of internal development and project management processes.

●

Identification of target customer segments and initial outreach.

Results of Operations

Revenue was $0 in 2025 compared to $179,613 in 2024. The 2024 revenue represented the Company's first completed software delivery, validating its technical and operational 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 Expenses

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

Liquidity and Going Concern

While the Company reported a net loss of $112,059 and low cash 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 believes this support, combined with active sales efforts and tight cost controls, provides a bridge to revenue-generating contracts in 2026. The Company is not dependent on external debt or capital markets for near-term survival, reducing refinancing risk.

Strategic Outlook

Looking forward, BJKZ plans to:

1.

Convert current sales pipeline - Several potential customers have expressed interest in demonstrations of the Enterprise Digital Management System.

2.

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

3.

Seek non-dilutive development grants - As a technology company operating in a Beijing development zone, BJKZ may qualify for local government subsidies or tax benefits.

Basis of Accounting

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

All intercompany transactions and balances have been eliminated.

Results of Operations

The 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.

The 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.

		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

Financial Position and Performance

Assets: Our total assets increased from $50,317 in 2024 to $69,686 in 2025, an increase of $19,369 or 38.49%. The increase was primarily due to advances of $45,604 made to related parties (Shenzhen 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 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

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 2025, the book value at December 31, 2025 was $22,227.

		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	)

Cash 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.

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

Liabilities and Shareholders' Equity

Liabilities: Our total liabilities increased from $320,971 in 2024 to $451,346 in 2025, an increase of $130,375 or 40.62%. The increase was primarily due to a significant increase in the amount due to a related party (Ms. Guo Li) from $23,661 to $198,977, partially offset by a decrease in accruals and other current payables from $294,934 to $249,898.

		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

Shareholders' Equity: In January and February 2023, 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.

Revenue and Operations

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.

Net Loss and Cost Management

Our net loss increased by $37,828, from $74,221 in 2024 to $112,049 in 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.

Taxation

Our company, subsidiaries, and consolidated VIE file tax returns separately in their respective jurisdictions:

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

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

PRC: WFOE 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.

Risk Management

We 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.

Going Concern

As of December 31, 2025, the Company had cash and cash equivalents of $715, a working capital deficit of $403,887, an accumulated deficit of $478,465, and a shareholders' deficit of $381,660. The Company generated no revenue during the 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 date these financial statements are issued.

Management has evaluated these conditions and concluded that its plans alleviate the substantial doubt. These plans include: (i) continued financial 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.

Critical Accounting Policies

The preparation of our consolidated financial statements in accordance with GAAP requires our management to make estimates and judgments that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and reported amounts of fees, expenses and investment income. Our management bases these estimates and judgments on available information, historical experience and other assumptions that we believe are reasonable under the circumstances. However, these estimates, judgments and assumptions are often subjective and may be impacted negatively based on changing circumstances or changes in our analyses. If actual amounts are ultimately different from those estimated, judged or assumed, revisions are included in the consolidated financial statements in the period in which the actual amounts become known. We believe our critical accounting policies could potentially produce materially different results if we were to change underlying estimates, judgments or assumptions.

During preparation of our financial statements for the year ended December 31, 2025, there was no accounting estimate we made that was subject to a high degree of uncertainty and was critical to our results.

Recent Accounting Developments

For a full discussion of recently issued accounting pronouncements, please see the notes to the consolidated financial statements Note 2.