Kuber Resources Corp (KUBR)

Company response: to prior comment 1. Please further revise to discuss how the CODM uses the segment measure of profitability in assessing segment performance and deciding how to allocate resources. Refer to ASC 280-10-50-29(f) and the example in ASC 280-10-55-54(c). Response : The Company acknowledges the Staff’s comment. The Company proposes to further revise Note 2 (Segment Reporting) to explain how the Chief Executive Officer, as the chief operating decision maker (“CODM”), uses the segment measure of profitability (net income) in assessing performance and in deciding how to allocate resources, consistent with ASC 280-10-50-29(f) and ASC 280-10-55-54(c). Segment Reporting ASC 280, Segment Reporting,… response letter →

Company response: to prior comment 2 indicates that Kuber Guangdong was incorporated in October 2023 and you disclose that during the nine months ended September 30, 2025, the Company issued VAT invoices for total sales of approximately $28.8 million. Please reconcile this amount to the revenues reported in your statement of income. In this regard, we note that total revenue for the two year period ended December 31, 2024 plus the nine-months ended September 30, 2025 was only approximately $16.4 million. Response : The Company acknowledges the Staff’s comment and clarifies that the $28.8 million figure previously cited represents the aggregate sales amount which VAT invoices were issued by Kuber Guangdong… response letter →

Company response: to prior comment 3 does not address each of the comments in the Division of Corporation Finance’s Sample Letter to China-Based Companies issued December 2021 and July 2023. Please confirm that your revised disclosure will address all of the applicable disclosures in each of the 15 comments in the letter. In this regard, we understand that you do not have a VIE structure so those disclosures will not apply. Response: The Company confirms that its revised disclosures will address all applicable disclosure topics identified in the Division of Corporation Finance’s Sample Letter to China-Based Companies issued in December 2021 and July 2023, including the topics covered in each of the 15… response letter →

Company response: to prior comment 8. As previously requested, please describe, in detail, the relationship between and ownership in the entities involved in the transaction before and after the acquisition of Gongfa that supports the common control determination for accounting purposes. Refer to ASC 805-50-15-6. Also, your disclosures and response indicate that the company is still evaluating the transaction and its accounting. As this transaction was completed more than a year ago, please explain to us how you have not yet determined the appropriate accounting. Response: The Company acknowledges the Staff’s comment and hereby clarifies the relationship between and ownership in the entities involved in the… response letter →

Company response: The Company proposes to revise Footnote 2 (Segment Reporting) in future filings to include the following disclosure: Segment Reporting ASC 280, Segment Reporting, establishes standards for reporting information about operating segments based on the manner in which management organizes the business and evaluates financial performance. Operating segments are components of an enterprise for which discrete financial information is available and regularly reviewed by the chief operating decision maker (“CODM”) to allocate resources and assess performance. The Company has identified its Chief Executive Officer as the CODM. The CODM reviews the Company’s results only on a consolidated basis and… response letter →

Company response: The Company proposes to revise Footnote 14(c) in future filings and add a VAT policy disclosure to Footnote 2 in future filings as follows: Unissued VAT Invoices Sales of the Company's products in the People's Republic of China ("PRC") are subject to value-added tax ("VAT") at a rate of 6% of the gross sales price or at a rate approved by local tax authorities. The Company accounts for VAT on a net basis, and amounts collected on behalf of tax authorities are excluded from revenue. Output VAT may be offset by VAT paid on purchase of raw materials included in the cost of producing the finished goods sold. VAT payable is recorded in accrued liabilities, and VAT recoverable on qualifying… response letter →

Company response: The Company proposes to add, in the forepart of future filings, tailored disclosures responsive to the Division of Corporation Finance's Sample Letter to China-Based Companies (December 2021), including as applicable to the Company: 1. A statement in the forepart disclosing clearly that the Company is not a Chinese or Hong Kong operating company but a U.S. holding company incorporated in the State of Nevada as a holding company with no material operations of its own; and that the Company conducts a substantial majority of its operations through its wholly owned operating entities established in the PRC and in Hong Kong, and not through a VIE structure. We will include risks to our… response letter →

Company response: The Company proposes to add the following disclosure to Footnote 2 in its future filings: Advances to Suppliers Advances to suppliers represent prepayments made to vendors for the purchase of raw materials, equipment, or services that have not yet been received as of the reporting date. These advances are generally unsecured, non-interest bearing, and are expected to be applied against future deliveries or services. Advances to suppliers are recorded at cost and classified as current or non-current assets based on the expected timing of the receipt of the related goods or services. Upon receipt of the goods or completion of services, the advances are reclassified to inventory, property and… response letter →

Company response: The Company respectfully advises the Staff that after further review of the Form 10-Q, the Company has concluded the Gongfa transaction does not involve a variable interest entity (VIE). The reference in the Form 10-Q to a "VIE framework" was a mis-description. The Company acquired 100% of the issued and outstanding equity interests of Gongfa through Kuber Guangdong, and Gongfa became a wholly owned subsidiary of Kuber Guangdong. Accordingly, the Company proposes to remove all references to the "VIE framework" and any related VIE implications from its future filings, including in Note 1 and Note 11. Because the Company does not consolidate Gongfa through contractual arrangements intended to… response letter →

Company response: The Company refers the Staff to its response to Comment 5 contained herein concluding there is no VIE. response letter →

Company response: The Company refers the Staff to its response to Comment 5 contained herein concluding there is no VIE. response letter →

Company response: The Company acknowledges the Staff's comment. As noted above, the reference to a "VIE framework" was a mis-description, and the Company proposes to delete that language from its future filings. The Company is preparing an expanded ownership and relationship analysis describing the parties' ownership and relationships before and after the acquisition, and will revise Note 11 accordingly in its future filings. With respect to the accounting conclusion regarding common control under ASC 805-50-15-6, the Company is evaluating its accounting analysis and the related disclosure to ensure it reflects the definitive transaction documents and the applicable authoritative guidance. In the Company's… response letter →