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 2023-08-31

 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, 2023

 0-56592 Commission File Number

 (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 th Central 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

 (Do not check if a 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 market.

 As of May 18, 2024, 130,097,000 shares of the issuer's common stock were issued and outstanding.

 Documents Incorporated By Reference: None

 Form 10-K

 For the Fiscal Year Ended December 31, 2023

 Page

 Item 1.

 Business

 Item 1A.

 Risk Factors

 Item 1B.

 Unresolved Staff Comments

 Item 1C.

 Cybersecurity

 Item 2.

 Properties

 Item 3.

 Legal Proceedings

 Item 4.

 Mine Safety Disclosures

 Item 5.

 Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item 6.

 Reserved

 Item 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item 7A.

 Quantitative and Qualitative Disclosures about Market Risk

 Item 8.

 Financial Statements

 Item 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item 9A.

 Controls and Procedures

 Item 9B.

 Other Information

 Item 9C.

 Disclosures Regarding Foreign Jurisdictions that Prevent Inspections

 Item 10.

 Directors, Executive Officers and Corporate Governance

 Item 11.

 Executive Compensation

 Item 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13.

 Certain Relationships and Director Independence

 Item 14.

 Principal Accountant Fees and Services

 Item 15.

 Exhibits and Financial Statement Schedules

 Item 16.

 Form 10-K Summary

 i

 Cautionary Statement Regarding Forward-Looking Statements

 This prospectus 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 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.

 ii

 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 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 was organized in the PRC in August 2018 to provide information technology development and consulting services. Since that time BJKZ has organized a staff trained in high tech software development and developed the schematics for a product line consisting of innovative digital management systems. This includes the development of an Enterprise Digital Management System Integration aimed at transforming business operations through an advanced technology solution.

 Our Enterprise Digital Management System Integration will provide industrial clients with an enterprise level information management system integrating the following company-wide operations with components as chosen by the customer:

 Enterprise Collaboration System: Enhancing internal communication and collaboration among employees within the organization. Components may include real-time messaging, file sharing, document collaboration, task assignment and team calendars.

 Project Management System: Providing robust tools for planning, tracking and managing projects efficiently. Components may include capabilities for project planning, task scheduling, resource allocation, progress tracking, risk management and reporting.

 Customer Relationship Management (CRM) System: Streamlining interactions with current and potential clients to foster improved business relationships. Components may include modules for lead management, contact management, sales pipeline tracking, customer support ticketing and analytics.

 Enterprise Resource Planning (ERP) System: Integrating essential business processes such as finance, human resources, procurement and supply chain management into a unified system. Components may include modules for accounting, inventory management, human resources, procurement, supply chain management and reporting.

 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.

 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 Management System Integration configured to function on Beijing Kabeilongteng's server. The contract provides that, as the software is made to the order of Beijing Kabeilongteng, that entity will own and register the copyright on the resulting product. The contract price is 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 will begin to record revenue from the contract during the first quarter of 2024.

 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.

 This 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.

 Business Strategies

 We aspire to become one of 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:

 Further enhance our brand recognition among individuals and institutional clients in China;

 Achieve greater synergy with industry leaders;

 Continue product innovation to enhance our value proposition for our clients;

 Further grow our client base and increase our market penetration nationwide;

 Enhance our IT infrastructure and proprietary database; and

 Foster strategic partnerships with clients and partners, leveraging synergies and shared resources to drive mutual growth.

 Our Competitive Strengths

 We believe that the following competitive strengths will contribute to our success and ongoing growth:

 Proven targeted and strategic sales network;

 Client-oriented culture and value-added product selection;

 Established industry and corporate relationships;

 Rigorous risk management and periodic alignment; and

 Experienced management team with local China market know-how.

 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 currently use OA, CRM, and Wealth Cloud as 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 the creation of an Enterprise Digital Management System Integration aimed at revolutionizing how businesses manage their operations.

 ITEM
1A. Risk Factors

 AS A SMALLER REPORTING COMPANY, WE ARE NOT REQUIRED TO PROVIDE A STATEMENT OF RISK FACTORS.

 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 8,000 RMB (U.S. $1108) 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 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.

 ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 Market Information

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

 Holders

 As of May 18, 2024, there were approximately 51 holders of record of our Common Stock.

 Dividends

 To date, we have not paid dividends on shares of our Common Stock and we do not expect to declare or pay dividends on shares of our Common Stock 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, 2023, 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 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 Goals

 1.

 Achieve Greater Synergy in the Industry:

 We aim to enhance collaboration and integration within our industry sectors to maximize operational efficiency and market influence.

 2.

 Continue Product Innovation:

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

 3.

 Expand Client Base and Market Penetration:

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

 4.

 Broaden Client Base:

 Efforts are underway to diversify our individual and corporate client base, enhancing our market presence and service portfolio.

 5.

 Enhance IT Infrastructure and Expand Software Development:

 We plan to invest in and upgrade our IT infrastructure and proprietary database, supporting the expansion of our software development business to meet growing market demands.

 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 following table sets forth a summary of our consolidated results of operations for the years ended December 31, 2023 and 2022. 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

 2023

 2022

 Revenue

 -

 -

 -

 -

 Cost of sales

 -

 -

 -

 -

 Gross profit

 -

 -

 -

 -

 Other income

 12,146

 12,144

 607,200.00

 Operating expenses

 (108,518

)

 (144,015

)

 35,497

 (24.65

)

 (Loss) income from operations

 (96,372

)

 (144,013

)

 47,641

 (33.08

)

 Income tax expense

 -

 -

 -

 -

 Net (loss) profit

 (96,372

)

 (144,013

)

 47,641

 (33.08

)

 Other comprehensive (loss) income

 Foreign currency translation adjustments

 (1,597

)

 (2,044

)

 (457.27

)

 Comprehensive (loss) income

 (96,969

)

 (143,566

)

 46,597

 (32.46

)

 Basic and diluted earnings per ordinary share

 (0.00

)

 (0.00

)

 -

 -

 Basic and diluted weighted average ordinary shares outstanding

 130,123,423

 20,123,423

 18.29

 Financial Position and Performance

 Assets: We achieved a substantial increase in total assets to $416,325 in 2023 from just $12,174 in 2022, driven primarily by higher cash balances and an increase in loans receivable, which increases were funded by loans from our CEO and by a $145,800 customer deposit.

 For the Years Ended

 2023

 2022

 ASSETS

 Non-current assets

 Property and equipment

 -

 N/A

 Loan receivable

 -

 N/A

 Total non - current assets

 -

 N/A

 Current assets

 Other receivables

 -

 N/A

 Subscription receivables

 1,100

 1,100

 -

 -

 Amounts due from related parties

 9,402

 9,740

 (338

)

 (3.47

)

 Cash and cash equivalents

 28,880

 1,334

 27,546

 2,064.92

 Total current assets

 39,941

 27,767

 228.08

 Total assets

 416,325

 404,151

 3,319.79

 PROPERTY AND EQUIPMENT: The company invested $35,512 in computer devices to support our software development capabilities as property and equipment.

 For the Years Ended

 2023

 2022

 ASSETS

 Non-current assets

 Property and equipment

 -

 N/A

 Loan receivable

 -

 N/A

 Total non - current assets

 -

 N/A

 Cash Position: Our cash and cash equivalents grew significantly to $28,880, underpinning our solid liquidity to support ongoing business operations.

 For the Years Ended

 2023

 2022

 Cash and cash equivalents

 28,880

 1,334

 27,546

 2,064.92

 Liabilities and Shareholders' Equity

 Liabilities: Increased to $611,408 due to higher accruals, other payables, and substantial amounts due to related parties. Also included in liabilities was a deposit received of $145,800 for the development of software systems for a major client, which initiated our active engagement in large-scale projects.

 For the Years
 Ended

 2023

 2022

 LIABILITIES AND SHAREHOLDERS' DEFICIT

 Current liabilities

 Accruals and other current payables

 161,646

 123,800

 37,846

 30.57

 Advance from customer

 -

 N/A

 Tax payable

 2,423

 2,510

 (87

)

 (3.47

)

 Amount due to related parties

 301,539

 80,178

 221,361

 276.09

 Total current liabilities

 611,408

 206,488

 404,920

 196.10

 Total liabilities

 611,408

 206,488

 404,920

 196.10

 Shareholders' equity

 Ordinary shares, $0.00001 par value; 500,000,000 shares authorized; 130,097,000 and 110,000,000 were shares issued and outstanding at December 31, 2023 and 2022, respectively.

 1,301

 1,100

 18.27

 Additional paid-in capital

 -

 N/A

 Accumulated deficit

 (292,195

)

 (195,823

)

 (96,372

)

 49.21

 Accumulated other comprehensive (loss) income

 (1,188

)

 (1,597

)

 (390.46

)

 Total shareholders' deficit

 (195,083

)

 (194,314

)

 (769

)

 (0.40

)

 Total liabilities and shareholders' equity

 416,325

 404,151

 3,319.79

 Advance from Customer: $145,800 was recorded as a deposit from Beijing Kabeilongteng Investment Center (Limited partnership) for the development of a software system by BJKZ.

 Due to the short-term duration of the relevant contract, the performance obligations will be satisfied in the following reporting periods.

 For the Years
 Ended

 2023

 2022

 Advance from customer

 -

 N/A

 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. Notably, the additional paid-in capital now stands at $96,999.

 Revenue and Operations

 Although no revenue was recognized in 2023, the development of the "Enterprise Digital Management System Integration" for Beijing Kabeilongteng Investment Center marks a pivotal stride towards monetizing our software capabilities. The project underscores our commitment to delivering comprehensive digital management solutions.

 Net Loss and Cost Management

 Our net loss was reduced to $96,372 in 2023 from $144,013 in 2022. This reduction in net loss is a result of stringent cost-control measures and more efficient operational management, leading to a decrease in operating expenses from $144,013 in 2022 to $96,372 in 2023.

 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.

 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, 2023, there were no accounting estimate we made that were subject to a high degree of uncertainty and were 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.

 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 We are 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.

 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 The information required by this Item is incorporated herein by reference to the consolidated financial statements and supplementary data set forth in Item 15. Exhibits, Financial Statement Schedules of Part IV of this Annual Report.

 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSURE

 There have been no changes in or disagreements with our accountants on accounting and financial disclosure matters.

 ITEM 9A. CONTROLS AND PROCEDURES

 Disclosure Controls and Procedures

 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.

 Under 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, 2023. Based on this evaluation, 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.

 Management's Report on Internal Control Over Financial Reporting

 Our management is responsible 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 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:

 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 to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with 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.

 Because of 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.

 The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee and a lack of independent directors on our 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.

 Management believes that the material weaknesses set forth in items (2) and (3) 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.

 Management's Remediation Initiatives

 In an effort 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:

 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.

 We also plan to appoint one or more 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.

 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.

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

 Changes in Internal Control over Financial Reporting

 There has 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, 2023, that occurred during our fourth quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 ITEM 9B. OTHER INFORMATION

 None.

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

 Not applicable.

 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 Directors and Executive Officers

 The following table sets forth certain information relating to our directors and executive officers upon the closing of this offering:

 Directors and Executive Officer

 Age

 Position/Title

 Li Guo

 Chief Executive Officer and Director

 Ziyong Hu

 Chief Financial Officer

 Feng Jiang

 Controller

 Nie Yu

 Chief Operational Officer

 Li Guo. 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 Inv e stors 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.

 Jiang 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.

 Nie 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.

 ITEM 11. EXECUTIVE COMPENSATION

 The following table shows for the period ended December 31, 2023 and 2022, 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.

 Summary Compensation Table

 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

 2023

 Ziyong Hu

 2023

 $

 $

 $

 Feng Jiang

 2023

 $

 15,000

 $

 $

 15,000

 Nie Yu

 2023

 $

 15,000

 $

 $

 15,000

 Li Guo

 2022

 Ziyong Hu

 2022

 $

 42,000

 $

 12,600

 $

 54,600

 Feng Jiang

 2022

 $

 20,000

 $

 3,600

 $

 23,600

 Nie Yu

 2022

 $

 20,000

 $

 3,600

 $

 23,600

 Summary of Director Compensation

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

 Agreement on Salary Deferral

 The executive officers, including Li Guo (CEO) and Ziyong Hu (CFO), have agreed not to take a salary until the company achieves positive income. This decision reflects their commitment to the financial stability and growth of the company.

 Employment Contracts, Termination of Employment, Change-in-Control Arrangements

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

 There are no compensation plans or arrangements, including payments to be made by us that would result from the resignation, retirement or any other termination.

 There are no arrangements for officers, employees or consultants that would result from a change-in-control.

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

 The following tables set forth certain information with respect to the beneficial ownership of our ordinary shares as of the date of this prospectus, and as adjusted to reflect the sale of the ordinary shares offered by us in our initial public offering, for:

 each shareholder known by us to be the beneficial owner of more than 5% of our outstanding ordinary shares; and

 each of our directors and executive officers.

 We have determined beneficial ownership in accordance with the rules of the SEC, which generally define beneficial ownership to include any 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 persons and 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, subject to applicable community property laws. None of the stockholders listed in the table are a broker-dealer or an affiliate of a broker dealer. None of the stockholders listed in the table are located in the United States.

 Applicable percentage ownership prior to the offering is based on 110,000,000 ordinary shares outstanding as of the date of this filing. The table also lists the percentage ownership after this offering based on 130,000,000 ordinary shares outstanding immediately after the completion of this offering, assuming no exercise of the underwriters' option to purchase additional ordinary shares from us in this offering. 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

 Beneficial
 Ownership
After Offering(2)

 Name of Beneficial Owner

 Ordinary
shares

 %

 Directors and executive officers:

 Kehui International Holdings Limited(2)

 1,100,000

 0.85

 Fine Orchild Limited(4)

 69,900,000

 53.73

 Oriental Keyang Limited(5)

 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.

 ITEM 13. CERTAIN RELATIONSHIPS AND DIRECTOR INDEPENDENCE

 Except as 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 was or is a party, or in any proposed transaction to which our Company proposes to be a party:

 any Director or officer of our Company;

 any proposed Director of officer of 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).

 Director Independence

 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.

 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 Audit Fees

 The aggregate fees billed for professional services rendered by the principal accountant for the audit of our financial statements and review of financial statements included in our quarterly Reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

 Fee Category

 Year Ended
2023

 Year Ended
2022

 Audit
 fees (1):

 $

 31,000

 $

 31,000

 Total fees

 $

 31,000

 $

 31,000

 (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.

 Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors

 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.

 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

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

 Financial Statements

 The following financial statements of KB Global Holdings Limited and Report of Independent Registered Public Accounting Firm are presented in the "F" pages of this report:

 (b) Exhibits

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

 ITEM 16. FORM 10-K SUMMARY

 Form 10-K Summary

 Business Overview: KB Global Holdings Limited is a holding company for a Chinese subsidiary for which Beijing Kezhao Technology Co., Ltd.("BJKZ") is a variable interest entity. 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 Highlights:

 Total Assets: Increased significantly to $416,325 in 2023 from $12,174 in 2022.

 Net Loss: Reduced to $96,372 in 2023 from $144,013 in 2022.

 Cash Position: Cash and cash equivalents grew to $28,880, supporting ongoing operations and strategic investments.

 Operational Highlights:

 Enterprise Digital Management System Integration: Development reached 80% completion, positioning the company for future revenue generation.

 Property and equipment: Invested $35,512 in computer devices to bolster software development capabilities.

 Client Engagement: Received a substantial deposit of $145,800 for software system development from a major client.

 Risk Factors:

 Market Risks: Includes potential volatility in demand for software solutions and materials.

 Operational Risks: Challenges in scaling operations and maintaining technological advancements.

 Regulatory Risks: Compliance with diverse regulations across different jurisdictions.

 Corporate Governance:

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

 Executive Leadership: Experienced team driving the company's growth and innovation initiatives.

 Governance Policies: Emphasis on transparency, accountability, and ethical business practices.

 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.

 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

 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.

 Date: May 20, 2024

 By:

 /s/ Li Guo

 Name:

 Li Guo

 Title:

 Chief Executive Officer, Director

 (principal executive officer)

 Date: May 20, 2024

 By:

 /s/ Ziyong Hu

 Name:

 Ziyong Hu

 Title:

 Chief Financial Officer

 (principal financial officer and principal accounting officer)

 Exhibit Index to Annual Report on Form 10-K

 For the Fiscal Year Ended December 31, 2023

 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.

 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

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 *

 Exhibits filed herewith.

 INDEX TO FINANCIAL STATEMENTS

 Page

 Report of Independent Registered Public Accounting Firm

 Consolidated Balance Sheets as of December 31, 2023 and 2022

 Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2023 and 2022

 Consolidated Statements of shareholders' Equity for the years ended December 31, 2023 and 2022

 Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022

 Notes to Consolidated Financial Statements

 – F-12

 F- 1

 Report of Independent Registered Public Accounting Firm

 To the Director and shareholders of

 Opinion on the Financial Statements

 We have audited the accompanying consolidated balance sheets of KB Global Holdings Limited and Subsidiaries (collectively, the "Company") as of December 31, 2023 and 2022, and the related consolidated statements of operations and comprehensive losses, shareholders' equity and cash flows for the years ended December 31, 2023 and 2022, 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, 2023 and 2022, and the results of its operations and its cash flows for the years ended December 31, 2023 and 2022 in conformity with accounting principles generally accepted in the United States of America.

 Basis for Opinion

 These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 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 control over financial reporting. Accordingly, we express no such opinion.

 Our audits included 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 presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 Critical Audit Matters

 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 challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

 /s/ Centurion ZD CPA & Co.

 Centurion ZD CPA & Co.

 Hong Kong

 20 May 2024

 We have served as the Company's auditor since 2020.

 PCAOB ID # 2769

 F- 2

 Consolidated Balance Sheets

 2023

 2022

 ASSETS

 Non-current assets

 Property and equipment

 $

 $

 -

 Loan receivable

 -

 Total non - current assets

 -

 Current assets

 Other receivables

 -

 Subscription receivables

 1,100

 1,100

 Amounts due from related parties

 9,402

 9,740

 Cash and cash equivalents

 28,880

 1,334

 Total current assets

 39,941

 Total assets

 $

 416,325

 $

 LIABILITIES AND SHAREHOLDERS' DEFICIT

 Current liabilities

 Accruals and other current payables

 $

 161,646

 $

 123,800

 Advance from customer

 -

 Tax payable

 2,423

 2,510

 Amount due to related parties

 301,539

 80,178

 Total current liabilities

 611,408

 206,488

 Total liabilities

 611,408

 206,488

 Shareholders' equity

 Ordinary shares, $ 0.00001 par value; 500,000,000 shares authorized; 130,097,000 and 110,000,000 were shares issued and outstanding at December 31, 2023 and 2022, respectively.

 1,301

 1,100

 Additional paid-in capital

 -

 Accumulated deficit

 ( 292,195

)

 ( 195,823

)

 Accumulated other comprehensive (loss) income

 ( 1,188

)

 Total shareholders' deficit

 ( 195,083

)

 ( 194,314

)

 Total liabilities and shareholders' equity

 $

 416,325

 $

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

 F- 3

 Consolidated Statements of Operations and Comprehensive (Loss) Income

 For the
 years ended

 2023

 2022

 Revenue

 $

 -

 $

 -

 Other income

 12,146

 Operating expenses

 ( 108,518

)

 ( 144,015

)

 Loss from operations

)

)

 Income tax expense

 -

 -

 Net loss

 $

)

 $

)

 Other comprehensive (loss) income

 Foreign currency translation adjustments

 ( 1,597

)

 Comprehensive loss

 ( 97,969

)

 ( 143,566

)

 Basic and diluted earnings per ordinary share

 ( 0.00

)

 ( 0.00

)

 Basic and diluted weighted average ordinary shares outstanding

 130,123,423

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

 F- 4

 Consolidated Statements of Shareholder' Equity

 Ordinary shares

 Additional
 paid-in

 Accumulated

 Accumulated other
 comprehensive income

 Shareholder'

 Number

 capital

 deficit

 (loss)

 equity

 Balance as of January 1, 2023

 $

 1,100

 $

 -

 $

 ( 195,823

)

 $

 $

 ( 194,314

)

 Issuance of shares

 20,097,000

 -

 -

 97,200

 Net loss

 -

 -

 -

)

 -

)

 Foreign currency translation adjustment

 -

 -

 -

 -

 ( 1,597

)

 ( 1,597

)

 Balance as of December 31, 2023

 130,097,000

 $

 1,301

 $

 $

 ( 292,195

)

 $

 ( 1,188

)

 $

 ( 195,083

)

 Balance as of January 1, 2022

 $

 1,100

 $

 -

 $

 ( 51,810

)

 $

 ( 38

)

 $

 ( 50,748

)

 Net loss

 -

 -

 -

)

 -

)

 Foreign currency translation adjustment

 -

 -

 -

 -

 Balance as of December 31, 2022

 $

 1,100

 $

 -

 $

 ( 195,823

)

 $

 $

 ( 194,314

)

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

 F- 5

 Consolidated Statements of Cash Flows

 For the
 years ended

 2023

 2022

 Cash flows from operations:

 Loss from operations

 $

)

 $

)

 Depreciation of property and equipment

 -

 Written off of other receivables

 -

 2,230

 Interest income

 ( 12,146

)

 -

 Changes in operating assets and liabilities:

 Other receivables

 ( 566

)

 9,217

 Accruals

 30,358

 101,800

 Other payables

 7,579

 -

 Advance from custome

 147,579

 -

 Net cash used in operations

 77,041

 ( 30,766

)

 Cash Flows from Investing Activities:

 Interest received

 12,146

 -

 Purchases of property and equipment

 ( 36,555

)

 -

 Loan to a third party

 ( 345,031

)

 -

 Net Cash Provided by Investing Activities

 ( 369,440

)

 -

 Cash flows from financing activities:

 Issuance of shares

 97,200

 -

 Advances from related parties

 417,526

 32,095

 Repayment to related parties

 ( 194,400

)

 -

 Net cash provided by financing activities

 320,326

 32,095

 Effect of exchange rate change on cash and cash equivalents

 ( 381

)

 ( 39

)

 Net increased (decreased) in cash and cash equivalents

 27,546

 1,290

 Cash and cash equivalents, beginning of year

 1334

 Cash and cash equivalents, end of year

 $

 28,880

 $

 1,334

 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- 6

 FOR THE YEAR ENDED DECEMBER 31, 2023

 NOTES TO FINANCIAL STATEMENTS

 NOTE 1 - ORGANIZATION AND BUSINESS DESCRIPTION

 KB Global Holdings Limited (the "Company") is incorporated in the Cayman Islands on 17 November 2017 with the authorized capital of 5 billion ordinary shares, par value of $0.00001 per share.

 On November 20, 2017, Kesheng Global (HK) Limited, or Kesheng HK, was incorporated in Hong Kong as a wholly-owned subsidiary of KB Global Holdings Limited.

 On January 18, 2018, Suzhou Keju Enterprise Management Consulting Limited, or Suzhou Keju, our Wholly Foreign-Owned Enterprise (the "WFOE"), was incorporated in Suzhou, PRC, with registered capital of $10 million, as a wholly-owned subsidiary of Kesheng HK.

 Beijing Kezhao Technology Co., Ltd. (the "BJKZ") was incorporated in PRC on August 13, 2018. BJKZ is an information technology company which engaged in information technology development and consulting services.

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

 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 BASIS OF PRESENTATION

 The consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America ("US GAAP") and reflect the activities of the following subsidiaries and variable interest entity ("VIE"): Kesheng HK, Suzhou Keju, and BJKZ. All inter-company transactions and balances have been eliminated in the consolidation.

 In accordance with U.S. GAAP, VIE are generally entities that lack sufficient equity to finance their activities without additional financial support from other parties or whose equity holders lack adequate decision-making ability. All 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.

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

 The following assets and liabilities of the VIE are included in the accompanying consolidated financial statements of the Company as of December 31, 2023 and 2022:

 Schedule of assets and liabilities

 Year ended

 2023

 2022

 Non-current assets

 -

 Current assets

 $

 47,502

 20,048

 Total assets

 $

 423,886

 20,048

 Current liabilities

 $

 430,746

 26,688

 Total liabilities

 $

 430,746

 26,688

 F- 7

 USE OF ESTIMATES

 The preparation of the Company's financial statements in conformity with generally accepted accounting principles of the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management makes its best estimate of the ultimate outcome for these items based on historical trends and other information available when the financial statements are prepared. Actual results could differ from those estimates.

 FOREIGN CURRENCY TRANSLATION

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

 In accordance with ASC 830, Foreign Currency Matters, the Company translated the assets and liabilities into U.S. dollar using the rate of exchange prevailing at the applicable balance sheet date and the statements of income and cash flows are translated at an average rate during the reporting period. Adjustments resulting from the translation are recorded in shareholders' equity as part of accumulated other comprehensive income.

 FAIR VALUE MEASUREMENTS

 ASC Topic 820, Fair Value Measurement and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. This topic also establishes a fair value hierarchy, which requires classification based on observable and unobservable inputs when measuring fair value. Certain current assets and current liabilities are financial instruments. Management believes their carrying amounts are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and, if applicable, their current interest rates are equivalent to interest rates currently available. The three levels of valuation hierarchy are defined as follows:

 Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

 Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.

 Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.

 The carrying amounts of financial assets and liabilities, such as balance with related parties approximate their fair values because of the short maturity of these instruments or the rate of interest of these instruments approximate the market rate of interest.

 F- 8

 CASH AND CASH EQUIVALENTS

 Cash and cash equivalents represent cash on hand, demand deposits, and other short-term highly liquid investments placed with banks, which have original maturities of three months or less and are readily convertible to known amounts of cash.

 INVENTORIES

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

 REVENUE RECOGNITION

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

 INCOME TAXES

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

 RECENT ACCOUNTING PRONOUNCEMENTS

 In October 2021, the FASB issued ASU 2021-08, "Business Combinations (Topic 805) – Accounting for Contract Assets and Contract Liabilities from Contracts with Customers", which requires that an acquirer recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606, as if it had originated the contracts. Prior to this ASU, an acquirer generally recognizes contract assets acquired and contract liabilities assumed that arose from contracts with customers at fair value on the acquisition date. The ASU is effective for fiscal years beginning after December 15, 2022, with early adoption permitted. The ASU is applied prospectively to business combinations occurring on or after the effective date of the amendment (or if adopted early as of an interim period, as of the beginning of the fiscal year that includes the interim period of early application). The Company has adopted this accounting pronouncement from January 1, 2023, and there was no material impact on its consolidated financial statements from the adoption.

 F- 9

 In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which expands reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The amendments in the ASU require that a public entity discloses, on an annual and interim basis, significant segment expenses that are regularly provided to an entity's chief operating decision maker ("CODM"), a description of other segment items by reportable segment, and any additional measures of a segment's profit or loss used by the CODM when deciding how to allocate resources. The amendments in this ASU are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Retrospective application is required for all prior periods presented, and early adoption is permitted. The Company does not expect the adoption of ASU No. 2023-07 to have a material impact on the Company's consolidated financial statements or disclosures.

 In December 2023, the FASB issued ASU No. 2023-09, Income Taxes: Improvements to Income Tax Disclosures. This guidance requires consistent categories and greater disaggregation of information in the rate reconciliation and disclosures of income taxes paid by jurisdiction. The guidance is effective for fiscal years beginning after December 15, 2024, with early adoption permitted, and should be applied either prospectively or retrospectively. The Company is currently evaluating the impact this guidance may have on its consolidated financial statements and related disclosures.

 NOTE 3 - NET LOSS PER ORDINARY SHARE

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

 Schedule of basic and diluted net loss per ordinary share

 Years ended

 2023

 2022

 Net loss attributable to the Company, basic and diluted shares

 $

)

 $

)

 Weighted average ordinary shares used in computing basic and dilutive net loss per share

 130,123,423

 Net loss per common share, basic

 ( 0.00

)

 ( 0.00

)

 There were no dilutive securities for the years ended December 31, 2023 and 2022.

 NOTE 4 - INCOME TAXES

 BJKZ is incorporated in the PRC. It is governed by the income tax law of the PRC and is subject to PRC enterprise income tax ("EIT"). The EIT rate for companies operating in the PRC is 25 %.

 The Company's effective income tax rates were 0 % for the years ended December 31, 2023 and 2022 because of accumulated tax losses brought forward. The applicable rates of income taxes are as follows:

 Schedule of effective rates of income taxes

 Years ended

 2023

 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

 %

 %

 F- 10

 Income tax payable represented enterprise income tax at a rate of 25% of taxable income that the Company accrued but not paid. Income tax payable as of December 31, 2023 and 2022 comprises:

 Schedule of income tax expense

 Years ended

 2023

 2022

 Current income tax expense

 $

 -

 $

 -

 Deferred tax expense (benefit)

 -

 -

 Current income tax expense

 $

 -

 $

 -

 The Company has not recognized an income tax benefit for its operating losses generated based on uncertainties concerning its ability to generate taxable income in future periods. The tax benefit for the periods presented is offset by a valuation allowance established against deferred tax assets arising from the net operating losses and other temporary differences, the realization of which could not be considered more likely than not. In future periods, tax benefits and related deferred tax assets will be recognized when management considers realization of such amounts to be more likely than not. A valuation allowance will be maintained until sufficient positive evidence exists to support the reversal of any portion or all of the valuation allowance

 Schedule of deferred tax asset

 2023

 2022

 Deferred tax asset from operating losses carry-forwards

 $

 24,093

 $

 36,003

 Valuation allowance

 ( 24,093

)

 ( 36,003

)

 Deferred tax asset, net

 $

 -

 $

 -

 NOTE 5 - LOAN RECEIVABLE

 In March 28, 2023, whereby the Company
provide the fund for $ 328,937
to Beijing Cabelongteng Investment Center (Limited partnership), a third party, for its business operating use. The loan amount was
unsecured, with interest rate 8 %
per annum and March 28, 2026 of repayment. Interest income for the loan receivable was $ 12,080
and 0
nil, respectively for the years ended December 31, 2023 and 2022.

 NOTE 6 - PROPERTY AND EQUIPMENT

 The property and equipment consisted of the following:

 Schedule of property and equipment

 2023

 2022

 Equipment

 36,114

 -

 Less: accumulated depreciation

 ( 602

)

 -

 Property and Equipment

 -

 No significant residual value is estimated for
the equipment. Depreciation expense for the years ended December 31 2023 and 2022 totaled $ 609
and 0 nil, respectively.

 NOTE 7 - ACCRUALS AND OTHER PAYABLES

 Accruals and other payables consisted of the following:

 Schedule of accruals and other payables

 2023

 2022

 Accrued audit fee

 $

 22,000

 $

 22,000

 Executive compensation

 131,800

 101,800

 Other

 7,846

 -

 161,646

 123,800

 F- 11

 NOTE 8 - ADVANCE FROM CUSTOMER

 For our operation, the proceeds received from
sales are initially recorded as advance from customer, which was usually related to unsatisfied performance obligations at the end
of an applicable reporting period. As of December 31, 2023, and December 31, 2022, the outstanding balance of the advance
from customer was $ 145,800
and $Nil 0 respectively. Due to the generally short-term duration of the relevant contracts, most of the performance obligations are
satisfied in the following reporting period.

 NOTE 9 - RELATED PARTY TRANSACTIONS AND BALANCES

 a.

 Related party

 Schedule of related party

 Name of related party

 Relationship with the Company

 Suzhou Kesheng Investment Management Co., Ltd.

 Ms. Guo Li is common director

 Guo Li

 Ms. Guo Li is the director of the Company

 b.

 Related party balances

 The Company had the following related party balances at December 31, 2023 and 2022:

 Schedule of related party balances

 2023

 2022

 Due from (to) related parties:

 Suzhou Kesheng Investment Management Co., Ltd.

 9,402

 9,740

 Suzhou Kecheng Venture Capital Center (Limited Partnership)

 -

 ( 7,758

)

 Beijing Cabelongteng Investment Center (Limited partnership)

 -

 ( 1,303

)

 Guo Li

 ( 301,539

)

 ( 71,117

)

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

 NOTE 10 - COMMITMENTS AND CONTINGENCIES

 Operating lease

 In July 2023, the Company entered a one-year lease for office space of approximately 8 square meter in China, expiring July 3, 2024, with monthly payments of approximately $ 94 per month.

 Legal proceedings

 There has been no legal proceeding in which the Company is a party as of December 31, 2023.

 NOTE 11 - ORDINARY SHARES

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

 NOTE 12 - SUBSEQUENT EVENT

 There were no events or transactions that would require recognition or disclosure in financial statements for the year ended December 31, 2023.

 F- 12