KBGHF 10-K & 10-Q changes, risk factors and insider trading
KB Global Holdings Ltd · OTC · Investment Advice · CIK 1897525 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
As a smaller reporting company, we are not required to provide a comprehensive statement of risk factors. However, the following concise summary is provided for investor transparency:
The Company is an early-stage enterprise software company with limited revenue history. Future performance depends on successfully acquiring third-party customers, developing recurring revenue models, and maintaining insider financial support. No material legal, regulatory, or operational events have impaired the Company’s ability to execute its business plan.
Largest changes
“The Company is an early-stage enterprise software company with limited revenue history. Future performance depends on successfully acquiring third-party customers, developing recurring revenue models, and maintaining insider financial support. No material legal, regulatory, or operational events have impaired the Company’s ability to execute its business plan.”see in full comparison
Assee in full comparisonAaSmallersmallerReportingreportingCompany,company,WeweAreareNotnotRequiredrequiredTotoProvideprovideAaStatementcomprehensiveOfstatementRiskofFactors.risk factors. However, the following concise summary is provided for investor transparency:
Full comparison: every changed paragraph (2)
As Aa Smallersmaller Reportingreporting Company,company, Wewe Areare Notnot Requiredrequired Toto Provideprovide Aa Statementcomprehensive Ofstatement Riskof Factors.risk factors. However, the following concise summary is provided for investor transparency:
The Company is an early-stage enterprise software company with limited revenue history. Future performance depends on successfully acquiring third-party customers, developing recurring revenue models, and maintaining insider financial support. No material legal, regulatory, or operational events have impaired the Company’s ability to execute its business plan.
Management's Discussion & Analysis (MD&A)
New heading “Results of Operations”
New heading “Operating Expenses”
New heading “Liquidity and Going Concern”
Largest changes
“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.”see in full comparison
“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. …”see in full comparison
“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.”see in full comparison
Full comparison: every changed paragraph (23)
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:
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 GoalsOutlook
Looking forward, BJKZ plans to:
The Company has been primarily involved in developing its enterprise software products. InThe Company did not generate any revenue during the firstyear quarterended ofDecember 2024,31, however,2025. During the prior year, the Company didcompleted completea thesingle sale of an enterprise software package to an affiliate, which yieldedaccounted overfor 80%100% of the revenue reported byfor the Company.year ended December 31, 2024.
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.
Assets: 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.
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.
Liabilities: Our liabilities were reduced during 2024 to $320,971 when we exchanged a loan receivable from a related party for loan payable by us to a related party.
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.
OurThe Company did not generate any revenue induring the year ended December 31, 2025. Revenue for the year ended December 31, 2024 was primarilyderived derivedentirely from the sale of an enterprise software system to a related party.party, WeBeijing recordedCabelongteng $179,613Investment income,Center (Limited Partnership), in the amount of $179,613, against which we charged development cost of $148,879.sales of $148,879 was charged. The sale represented the delivery of thisan "“Enterprise Digital Management System Integration"” developed by Beijing Kaibeli Longteng Investment Center demonstrated our commitment to providing comprehensive digital management solutions in the nearCompany future.for that customer.
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.
Our net 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.
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.
During preparation of our financial statements for the year ended December 31, 2023,2025, there werewas no accounting estimate we made that werewas subject to a high degree of uncertainty and werewas critical to our results.
What changed in the latest 10-Q
Risk Factors
As a smaller reporting company, we are not required to provide a statement of risk factors.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
Removed heading “Internal Control over Financial Reporting”
Removed heading “Evaluation of Disclosure Controls and Procedures”
Removed heading “Changes in Internal Control over Financial Reporting”
Largest changes
“Under the supervision and with the participation of our management team, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended, as of March 31, 2026. Based on this evaluation, we concluded that our disclosure controls and procedures have the following material weaknesses:”see in full comparison
“Our management maintains disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are designed to provide reasonable assurance that the material information required to be disclosed by us in our periodic reports filed or submitted under the Exchange Act are processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. …”see in full comparison
“KB Global Holdings Limited (“Company”) is a high-tech driven management company in China. We aspire to become one of the most trusted brands among the Chinese business community. To achieve this goal, we intend to leverage on our existing strengths and pursue the following strategies:”see in full comparison
Full comparison: every changed paragraph (17)
You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our unaudited consolidated financial statements and the related notes included elsewhere in this quarterly report. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” and elsewhere in this filing.
Overview
KB Global Holdings Limited (“Company”) is a high-tech driven management company in China. We aspire to become one of the most trusted brands among the Chinese business community. To achieve this goal, we intend to leverage on our existing strengths and pursue the following strategies:
Results of Operations
The following table sets forth a summary of our consolidated results of operations for the Three Months Ended March 31, 2026 and 2025. This information should be read together with our unaudited consolidated financial statements and related notes included elsewhere in this report. The results of operations in any period are not necessarily indicative of our future trends.
For the three months ended MarchJune 31,30, 2026, the Company’s revenue was $0.
Due to the above reasons, we realized a net loss
of $37,175$58,093 during the threesix months ended MarchJune 31,30, 2026. In the firstsecond quarter of 2025,2026, we realized a net loss of $16,528.$28,090.
Our subsidiary and the consolidated VIEVIE, established
in the PRCPRC, are subject to the PRC statutory income tax rate of 25%, according to the PRC Enterprise Income Tax (“EIT”) law.
To date we have realized revenue from one sale
only: an enterprise software package that we sold in the first quarter of 2024 to a single customer. We will not be able to generate
significant additional sales until we obtain sufficient working capital to enable us to market our services broadly. At MarchJune 31,30, 2026,
we had only $22,895$9,372 in current assets and had current liabilities including accrued payables totaling $462,530$468,804 including a $218,615$247,772 debt
to a related party. The debt of $218,615$247,772 is owed to our CEO; we do not expect her to require payment in the near term.
In connection with the preparation of our financial statements for the threesix months ended MarchJune 31,30, 2026, there was no accounting estimate we made that were subject to a high degree of uncertainty and was critical to our results.
Internal Control over Financial Reporting
Evaluation of Disclosure Controls and Procedures
Our management maintains disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are designed to provide reasonable assurance that the material information required to be disclosed by us in our periodic reports filed or submitted under the Exchange Act are processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
Under the supervision and with the participation of our management team, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended, as of March 31, 2026. Based on this evaluation, we concluded that our disclosure controls and procedures have the following material weaknesses:
Based on their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the Company’s system of disclosure controls and procedures was not effective as of March 31, 2026 for the purposes described in this paragraph.
Changes in Internal Control over Financial Reporting
No changes in the Company’s internal control over financial reporting came to management’s attention during the quarter ended March 31, 2026 that have materially affected, or are likely to materially affect, the Company’s internal control over financial reporting.
KBGHF insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding KBGHF (13F)
None of the 59 investors we track reported a position in their latest 13F.