SecProbe.io

CORRESP
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 filename1.htm

 Kuber Resources
Co rp.

 1113, Tower 2, Lippo Centre

 89 Queensway, Admiralty, Hong Kong

 February 9, 2026

 Securities and Exchange Commission

 Division of Corporation Finance,

 Office of Technology

 Attn: Chen Chen or Christine Dietz

 100 F Street N.E.

 Washington, D.C. 20549

 Re: Kuber Resources Corp.
 Form 10-K for the year ended December 31, 2024, and
Form 10-Q for the Quarterly Period Ended September 30, 2025,
File No. 000-26119

 Dear Ms. Chen and Ms. Dietz:

 On behalf of Kuber Resources Corp., a Nevada corporation
(the "Company," "we," "us," or "our"), we submit this letter in response to the Staff's
comment letter dated January 29, 2026 (the "Comment Letter") pertaining to the Company's Form 10-K for the fiscal year
ended December 31, 2024 as filed with the Securities & Exchange Commission (the "Commission") on April 15, 2025 (the "10-K")
and Form 10-Q for the quarterly period ended September 30, 2025 filed with the Commission on November 19, 2025 (the "10-Q").

 We understand from the Staff that the Company
should not file any amendments until the Staff has reviewed the Company's proposed revisions. Accordingly, this response letter
describes the changes the Company proposes to make to its disclosures in response to the Staff's comments.

 For convenience of reference, each comment contained
in the Staff's Letter is reprinted below, numbered to correspond with the paragraph numbers assigned in the Staff's Letter,
and is followed by the corresponding response of the Company.

 Form 10-K for the Fiscal Year Ended December 31, 2024

 Consolidated Financial Statements

 Note 2 - Summary of significant accounting policies

 Segment Reporting, page F-11

 1. We note the proposed disclosure provided
in your 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, 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 uses consolidated net income
as the primary segment measure of profit or loss. The CODM utilizes this measure in the following manner to assess performance and allocate
resources:

 · Performance Assessment: The CODM evaluates the Company’s success by comparing consolidated
net income against historical results and internal annual budgets. Because the Company’s product lines share a unified infrastructure
and management team, the CODM assesses the performance of the enterprise as a single unit rather than evaluating the profitability of
individual product lines.

 · Resource Allocation: The CODM uses consolidated net income to determine the total capital available
for functional reinvestment. Decisions to hire personnel or increase spending are made at the functional level (e.g., increasing
the total R&D budget or expanding the Sales and Marketing team) to benefit the entire entity, rather than allocating specific budgets
to a particular product "segment."

 · Decision Making: Resources are deployed based on the CODM’s review of consolidated budget-to-actual
results. This functional management approach ensures that capital is prioritized for the Company’s unified strategic goals, such
as overall brand growth and consolidated margin improvement.

 The CODM is regularly provided with consolidated
revenue and significant expense categories, including cost of revenue, research and development, sales and marketing, and general and
administrative expenses. Other items included in the measure of profitability reviewed by the CODM include depreciation and amortization,
interest income/expense, and income taxes.

 As the CODM does not manage the business by product
line or geography, and discrete financial information for such components is not used for resource allocation, the Company has concluded
it operates as a single operating and reportable segment.

 Note 14 - Concentrations, Risks, and Uncertainties

 (c) Unissued VAT invoices, page F-18

 2. We note your 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 and Gongfa Materials (Guangdong) New Materials Technology Co., Limited (" GongFa ") on a combined
accumulated basis as of September 30, 2025 and provided a reconciliation schedule. The Company proposes to further revise the Footnote
disclosure in future filings.

 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 purchases is recorded in other current assets.

 Revenue is recognized upon the transfer of control
of goods to customers in accordance with ASC 606 and is not contingent upon the issuance of VAT invoices. Accordingly, the VAT invoicing
process does not impact the timing or amount of revenue recognized in the Consolidated Statements of Income.

 Under PRC tax regulations, the Company's
subsidiaries are subject to limitations on the maximum aggregate amount (quota) of VAT invoices that may be issued during a specified
period. Both Kuber Guangdong (incorporated October 17, 2023) and GongFa are currently subject to these limitations, resulting in a backlog
of unissued invoices for revenue recognized under US GAAP.

 As of December 31, 2024, the status of VAT invoicing
for the subsidiaries was as follows:

 · Kuber Guangdong: Issued VAT invoices for gross sales totaling $367,229 . The remaining $5,608,252
represents gross sales amounts, excluding VAT, for which invoices have not yet been issued.

 · GongFa: Issued VAT invoices for gross sales totaling $10,463,156 . The remaining $6,144,722
represents gross sales amounts, excluding VAT, for which invoices have not yet been issued.

 The Company has submitted an application to the
local tax authorities to increase its allowable VAT invoice issuance limit and is awaiting approval. Upon approval, the Company expects
to issue the outstanding VAT invoices.

 Failure to issue VAT invoices within the prescribed
timeframe may subject the Company to administrative requirements, including additional filings, payments, or monetary penalties imposed
by local tax authorities. As of December 31, 2024, the Company has not received any notices, penalties, or enforcement actions related
to this matter.

 Kuber Guangdong

 CNY
 FX Rate
 USD

 Amount (excluding tax)

 Amount (excluding tax)

 Uninvoice sales revenue at the beginning of 1/1/2022
 -

 -

 Add: 2023 sales revenue
 15,184,057
 7.07165
 2,147,173

 Less: Sales revenue invoiced in 2023
 999,800
 7.07165
 141,381

 12/31/2023 Uninvoice sales revenue
 14,184,257

 2,005,792

 Add: 2024 sales revenue
 27,509,154
 7.18572
 3,828,309

 Less: Sales revenue invoiced in 2024
 1,622,880
 7.18572
 225,848

 12/31/2024 Uninvoice sales revenue
 40,070,530

 5,608,252

 Add: Sales revenue from January to September 2025
 18,577,305
 7.21885
 2,573,444

 Less: Sales revenue invoiced from January to September 2025
 44,863,813
 7.21885
 6,214,814

 9/30/2025 Uninvoice sales revenue
 13,784,022

 1,966,882

 Accumulated sales revenue as of 12/31/2024
 42,693,210

 5,975,482

 Accumulated invoiced sales revenue as of 12/31/2024
 2,622,680

 367,229

 Accumulated Uninvoice sales revenue as of 12/31/2024
 40,070,530

 5,608,252

 Accumulated sales revenue as of 9/30/2025
 61,270,515

 8,548,926

 Accumulated invoiced sales revenue as of 9/30/2025
 47,486,493

 6,582,044

 Accumulated Uninvoice sales revenue as of 9/30/2025
 13,784,022

 1,966,882

 GongFaCai

 CNY
 FX Rate
 USD

 Amount (excluding tax)

 Amount (excluding tax)

 Uninvoice sales revenue at the beginning of 1/1/2022
 -

 -

 Add: 2023 sales revenue
 -
 7.07165
 -

 Less: Sales revenue invoiced in 2023
 -
 7.07165
 -

 12/31/2023 Uninvoiced sales revenue
 -

 -

 Add: 2024 sales revenue
 119,339,558
 7.18572
 16,607,878

 Less: Sales revenue invoiced in 2024
 75,185,307
 7.18572
 10,463,156

 12/31/2024 Uninvoiced sales revenue
 44,154,251

 6,144,722

 Add: Sales revenue from January to September 2025
 50,194,385
 7.21885
 6,953,238

 Less: Sales revenue invoiced from January to September 2025
 84,227,474
 7.21885
 11,667,714

 9/30/2025 Uninvoiced sales revenue
 10,121,162

 1,430,247

 Accumulated sales revenue as of 12/31/2024
 119,339,558

 16,607,878

 Accumulated invoiced sales revenue as of 12/31/2024
 75,185,307

 10,463,156

 Accumulated Uninvoice sales revenue as of 12/31/2024
 44,154,251

 6,144,722

 Accumulated sales revenue as of 9/30/2025
 169,533,943

 23,561,116

 Accumulated invoiced sales revenue as of 9/30/2025
 159,412,781

 22,130,869

 Accumulated Uninvoice sales revenue as of 9/30/2025
 10,121,162

 1,430,247

 Total

 CNY
 FX Rate
 USD

 Amount (excluding tax)

 Amount (excluding tax)

 Uninvoice sales revenue at the beginning of 1/1/2022
 -

 -

 Add: 2023 sales revenue
 15,184,057
 7.07165
 2,147,173

 Less: Sales revenue invoiced in 2023
 999,800
 7.07165
 141,381

 12/31/2023 Uninvoiced sales revenue
 14,184,257

 2,005,792

 Add: 2024 sales revenue
 146,848,712
 7.18572
 20,436,186

 Less: Sales revenue invoiced in 2024
 76,808,187
 7.18572
 10,689,004

 12/31/2024 Uninvoiced sales revenue
 84,224,781

 11,752,974

 Add: Sales revenue from January to September 2025
 68,771,690
 7.21885
 9,526,682

 Less: Sales revenue invoiced from January to September 2025
 129,091,287
 7.21885
 17,882,528

 9/30/2025 Uninvoiced sales revenue
 23,905,184

 3,397,128

 Accumulated sales revenue as of 12/31/2024
 162,032,768

 22,583,359

 Accumulated invoiced sales revenue as of 12/31/2024
 77,807,987

 10,830,385

 Accumulated Uninvoice sales revenue as of 12/31/2024
 84,224,781

 11,752,974

 Accumulated sales revenue as of 9/30/2025
 230,804,458

 32,110,041

 Accumulated invoiced sales revenue as of 9/30/2025
 206,899,274

 28,712,913

 Accumulated Uninvoice sales revenue as of 9/30/2025
 23,905,184

 3,397,128

 General

 3. We note your 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 comments, to the extent applicable to the Company's
facts and circumstances. The Company understands that VIE-specific disclosures are not applicable because the Company does not conduct
its PRC operations through a VIE structure.

 The Company will include these disclosures
in the forepart and risk factors of its future filings including Form 10-K, as appropriate, and will provide a topic-by-topic cross-reference
 (Sample Letter topic to filing section/page) addressing all applicable topics as set forth in the Sample Letter, or in a supplemental
response, if requested by the Staff.

 Form 10-Q for the Quarterly Period Ended September
30, 2025

 Condensed Consolidated Financial Statements

 Note 11 – Acquisition of Business under
Common Control

 4. We note your 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 transaction before and after the acquisition
of Gongfa that supports the common control determination for accounting purposes. The Company also proposes to further revise the Footnotes
in its future filings.

 Prior to the Acquisition, the Company and Gongfa
were under the common control of a shareholder group consisting of Mr. Raymond Fu and Mr. Li Jiyong (the "Control Group"). The
Control Group's authority to direct both entities is established as follows:

 · Control of the Company: The Control Group held 100% of the voting interest in Storming Dragon Limited,
which in turn held a 61% majority interest in the Company. Within Storming Dragon, Mr. Fu held 51% and Mr. Li held 49% (directly and indirectly,
respectively).

 · Control of Gongfa: The Control Group directed 100% of the voting interest in Gongfa. While Mr. Raymond
Fu held no direct equity interest in Gongfa, Mr. Li Jiyong held the 100% voting interest (19% directly, and 81% indirectly through his
majority control of Shenzhen Fengyong and Shenzhen Guangfeng, respectively).

 · Legal Basis for Common Control: Pursuant to an agreement made on September 19, 2023, Mr. Fu and Mr. Li
committed to act in concert and vote their respective interests in both Storming Dragon and Gongfa as a single block.

 By virtue of this agreement, the Control Group
held a "controlling financial interest" in both the transferor and transferee at the time of the transaction. This satisfies
the criteria for common control under ASC 805-50-15-6, as an agreement to vote in concert provides the necessary evidence of a shareholder
group acting as a single controller.

 The Company clarifies that the accounting treatment
for the acquisition was finalized at the time of the transaction closing. The inclusion of language in previous filings indicating that
the Company was 'still evaluating' the transaction was an ina