SRSEC Reporting Desk

Kuber Resources Corp (KUBR) – SEC staff letter

2025-12-15 · Re: Form 10-K for the Fiscal Year Ended December 31, 2024 Form 10-Q for the Quarterly Period Ended September 30, 2025 · Accession 0000000000-25-011560 · 8 staff comment(s) issued

Company response(s): 2025-12-29, 2026-01-08, 2026-01-20, 2026-01-22

Segment Reporting (ASC 280)Business Combinations & SignificanceChina-Based IssuersRelated PartiesFiler Status & Cover PageBusiness Description (Item 101)

2025-12-15 · Form 10-K for the Fiscal Year Ended December 31, 2024 Form 10-Q for the Quarterly Period Ended September 30, 2025 · Comment 1 · Segment Reporting, page F-11 Agreed to revise
Staff comment: Please revise to disclose the segment measure of profitability used by the CODM and how the CODM uses such measure in allocating resources and assessing performance. Note that for a single reportable segment entity we would generally expect that net income is the required measure. In addition, disclose the significant expense categories that are regularly provided to the CODM and included in the reported segment profit or loss, and any other segment items. Refer to ASC 280-10-50-22, 50- 26A,50-26B and 50-29(f) (and the example in ASC 280-10-55-54(c)). 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 →
Segment Reporting (ASC 280)
2025-12-15 · Form 10-K for the Fiscal Year Ended December 31, 2024 Form 10-Q for the Quarterly Period Ended September 30, 2025 · Comment 2 · (c) Unissued VAT invoices, page F-18 Agreed to revise
Staff comment: Please revise to disclose your accounting policy for VAT and which financial statement line items are impacted by VAT. Also, you disclose that $3,452,729 of sales VAT invoices were unissued as of December 31, 2024. Please revise to clarify whether this represents the amount of sales that were not invoiced or the amount of sales for which VAT invoices were not issued. In this regard, it is unclear whether the VAT process impacts the amount of revenue recognized on the Consolidated Statement of Income. Lastly, you disclose that the VAT rules are imposed by local authorities on newly established companies. Please explain why you qualify as a newly established company. 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 →
2025-12-15 · Form 10-K for the Fiscal Year Ended December 31, 2024 Form 10-Q for the Quarterly Period Ended September 30, 2025 · Comment 3 · General Agreed to revise
Staff comment: Please revise to provide the disclosures in the Division of Corporation Finance’s Sample Letter to China-Based Companies issued by the Staff in December 2021. To the extent that the letter requests disclosure on the prospectus cover page or in the prospectus summary, please provide these disclosures in the forepart of your Form 10- K. 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 →
China-Based IssuersFiler Status & Cover Page
2025-12-15 · Form 10-K for the Fiscal Year Ended December 31, 2024 Form 10-Q for the Quarterly Period Ended September 30, 2025 · Comment 4 · Condensed Consolidated Balance Sheets, page 5 Agreed to revise
Staff comment: Please revise to disclose what the "Advances to suppliers" line item represents. 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 →
2025-12-15 · Form 10-K for the Fiscal Year Ended December 31, 2024 Form 10-Q for the Quarterly Period Ended September 30, 2025 · Comment 5 · Note 1 - Organization and Nature of Business, page 9 Agreed to revise
Staff comment: We note your disclosure on page 23 that the Gongfa Materials (Guangdong) New Materials Technology Co., Limited ("Gongfa") transaction was structured under a VIE framework, with common control established through the power and economic interests of Mr. Li Jiyong. Revise to disclose the terms of the contractual agreements that give the company power and economics over the VIE. 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 →
China-Based Issuers
2025-12-15 · Form 10-K for the Fiscal Year Ended December 31, 2024 Form 10-Q for the Quarterly Period Ended September 30, 2025 · Comment 6 · that give the company power and economics over the VIE. Responded
Staff comment: Disclose qualitative information about involvement with the VIE, including the nature, purpose, size, and activities of the VIE. Also include a description of the recognized and unrecognized revenue-producing assets that are held by the VIE. These assets may include licenses, trademarks, other intellectual property, facilities or assembled workforce. Refer to ASC 810-10-50-5A.d. letter →
Company response: The Company refers the Staff to its response to Comment 5 contained herein concluding there is no VIE. response letter →
China-Based IssuersBusiness Description (Item 101)
2025-12-15 · Form 10-K for the Fiscal Year Ended December 31, 2024 Form 10-Q for the Quarterly Period Ended September 30, 2025 · Comment 7 · assembled workforce. Refer to ASC 810-10-50-5A.d. Responded
Staff comment: Disclose quantitative information for the VIE including revenue; net income; operating, investing, and financing cash flows; and the carrying amount and classification of the VIE’s assets and liabilities, including intercompany payables. Material related party transactions of the VIE should be presented separately. Refer to paragraphs 5A.d., 2AA.d., and 3.bb of ASC 810-10-50. letter →
Company response: The Company refers the Staff to its response to Comment 5 contained herein concluding there is no VIE. response letter →
China-Based IssuersRelated Parties
2025-12-15 · Form 10-K for the Fiscal Year Ended December 31, 2024 Form 10-Q for the Quarterly Period Ended September 30, 2025 · Comment 8 · Note 11 - Acquisition of Business under Common Control, page 21 Agreed to revise
Staff comment: You disclose that the acquisition of Gongfa was accounted for as a business combination of entities under common control. Please describe, in detail, the relationship between and ownership in the entities involved in the transaction prior to and after the acquisition of Gongfa that supports the common control determination for accounting purposes. Refer to ASC 805-50-15-6. In addition, you disclose that "the transaction was structured under a VIE framework, with common control established through the power and economic interests of Mr. Li Jiyong." Please provide us with an analysis explaining which entities are VIEs and how you concluded that the acquisition of the VIE met the criteria for… 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 →
Business Combinations & SignificanceChina-Based Issuers

Full letter on EDGAR → · Filing index · All Kuber Resources Corp (KUBR) correspondence

Segment Reporting (ASC 280) – what to check: Check ASU 2023-07 significant segment expense disclosure, CODM identification, and that MD&A segment discussion matches the ASC 280 note.

Business Combinations & Significance – what to check: Support purchase price allocation, identified intangibles, and significance tests for required acquiree financials and pro formas.

China-Based Issuers – what to check: Address PRC regulatory, VIE structure, cash transfer and HFCAA disclosures prominently up front.

Related Parties – what to check: Identify related-party transactions, terms and amounts in both the notes (ASC 850) and Item 404.

Filer Status & Cover Page – what to check:

Business Description (Item 101) – what to check:

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