Filed 2026-03-31 · Period ending 2025-12-31 · 72,817 words · SEC EDGAR
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# ModuLink Inc. (MDLK) — 10-K
**Filed:** 2026-03-31
**Period ending:** 2025-12-31
**Accession:** 0001683168-26-002455
**Source:** [SEC EDGAR](https://www.sec.gov/Archives/edgar/data/1611046/000168316826002455/)
**Origin leaf:** 11cf2ee2bd8043355b44da7e5372d2833b68c51236c925f7e492d3f98bea1f42
**Words:** 72,817
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**Table of Contents
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, 2025**
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______ to ________
Commission File Number: **000-55649**
*
**MODULINK
INC.**
(Formerly known as INTERNATIONAL ENDEAVORS
CORPORATION)
(Exact Name of Registrant as Specified in its
Charter)
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Nevada |
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45-5692180 | |
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(State or Other Jurisdiction
of |
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(I.R.S. Employer | |
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Incorporation or Organization) |
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Identification No.) | |
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Unit
2, Level 6,
Westin
Centre,
26
Hung To Road,
Kwun
Tong, Hong
Kong |
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n/a
00000 | |
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(Address of Principal Executive
Offices) |
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(Zip Code) | |
Registrants telephone number, including
area code:**+1 888****-493-8028**
Securities registered pursuant to Section12(b)
of the Act:
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(Title
of Class) |
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(Name
of exchange on which registered) | |
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n/a |
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n/a | |
Securities registered pursuant to section 12(g)
of the Act:
(Title of Class)
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Common
Stock, par value $0.001 per share |
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Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.YesNo
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section15(d) of the Act.YesNo
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.YesNo
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 registrant
was required to submit such files).YesNo
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.
See the definitions of large accelerated filer, accelerated filer, smaller reporting company
and emerging growth company in rule 12b-2 of the Exchange Act.
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Largeacceleratedfiler |
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Acceleratedfiler |
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Non-accelerated
filer |
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Smallerreporting company |
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EmergingGrowthCompany |
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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 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 managements 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. YesNo
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 registrant is a shell company (as defined in Rule 12b-2 of the Act).YesNo
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Common
Stock |
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Outstanding
at March 31, 2026 | |
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Common Stock, $0.001 par value per share |
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3,969,933,920 shares | |
The aggregate market value of the 2,555,906,684
shares of Common Stock of the registrant held by non-affiliates on June 30, 2025 was $1,277,953, the last business day of the registrants
second quarter, computed by reference to the closing price reported by the Over-the-Counter Bulletin Board on that date of $0.0005.
| | | | |
**FORM 10-K**
**MODULINK INC.**
**(Formerly known as INTERNATIONAL ENDEAVORS
CORPORATION)**
**TABLE OF CONTENTS**
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Page |
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PART I |
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Item 1. |
Business |
1 |
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Item 1A. |
Risk Factors |
22 |
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Item 1B. |
Unresolved Staff Comments |
40 |
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Item 1C. |
Cybersecurity |
40 |
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Item 2. |
Properties |
42 |
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Item 3. |
Legal Proceedings |
42 |
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Item 4. |
Mine Safety Disclosures |
42 |
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PART II |
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Item 5. |
Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |
43 |
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Item 6. |
[Reserved] |
47 |
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Item 7. |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
48 |
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Item 7A. |
Quantitative and Qualitative Disclosures about Market Risk |
60 |
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Item 8. |
Financial Statements and Supplementary Data |
60 |
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Item 9. |
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
60 |
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Item 9A. |
Controls and Procedures |
60 |
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Item 9B. |
Other Information |
61 |
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Item 9C. |
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections |
61 |
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PART III |
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Item 10. |
Directors, Executive Officers and Corporate Governance |
62 |
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Item 11. |
Executive Compensation |
65 |
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Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters |
69 |
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Item 13. |
Certain Relationships and Related Transactions, and Director Independence |
70 |
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Item 14. |
Principal Accountant Fees and Services |
72 |
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PART IV |
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Item 15. |
Exhibits, Financial Statement Schedules |
74 |
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Item 16. |
Form 10-K Summary |
75 |
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SIGNATURES |
76 |
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All references to we, us, our,
the Company, or ModuLink in this Annual Report on Form 10-K means ModuLink, Inc., and its consolidated subsidiaries.
Website addresses referenced in this Annual Report
on Form 10-K are provided for convenience only, and the content on the referenced websites does not constitute a part of this Annual Report
on Form 10-K.
| | i | | |
**INTRODUCTORY COMMENT**
****
We are a Nevada holding company
with operations conducted through our wholly owned subsidiaries based in Hong Kong and an affiliated company in Australia. Our investors
hold shares of common stock in ModuLink Inc., the Nevada holding company. This structure presents unique risks as our investors may never
directly hold equity interests in our Hong Kong subsidiaries and will be dependent upon contributions from our subsidiaries to finance
our cash flow needs. Our ability to obtain contributions from our subsidiaries are significantly affected by regulations promulgated by
Hong Kong authority. Any change in the interpretation of existing rules and regulations or the promulgation of new rules and regulations
may materially affect our operations and or the value of our securities, including causing the value of our securities to significantly
decline or become worthless. For a detailed description of the risks facing the Company associated with our structure, please refer to
**Risk Factors Risks Relating to Doing Business in Hong Kong**.
ModuLink Inc. and our Hong
Kong subsidiaries are not required to obtain permission or approval from the China Securities Regulatory Commission, or CSRC, the Cybersecurity
Administration Committee, or CAC, or any other Chinese authorities to operate our business or to issue securities to foreign investors.
However, in light of the recent statements and regulatory actions by the Peoples Republic of China (the PRC) government,
such as those related to Hong Kongs national security, the promulgation of regulations prohibiting foreign ownership of Chinese
companies operating in certain industries, which are constantly evolving, and anti-monopoly concerns, we may be subject to the risks of
uncertainty of any future actions of the PRC government in this regard including the risk that we inadvertently conclude that such approvals
are not required, that applicable laws, regulations or interpretations change such that we are required to obtain approvals in the future,
or that the PRC government could disallow our holding company structure, which would likely result in a material change in our operations,
including our ability to continue our existing holding company structure, carry on our current business, accept foreign investments, and
offer or continue to offer securities to our investors. These adverse actions could cause the value of our common stock to significantly
decline or become worthless. We may also be subject to penalties and sanctions imposed by the PRC regulatory agencies, including the Chinese
Securities Regulatory Commission, if we fail to comply with such rules and regulations, which would likely adversely affect the ability
of the Companys securities to continue to trade on the OTC Markets, which would likely cause the value of our securities to significantly
decline or become worthless.
There are prominent legal
and operational risks associated with our operations being in Hong Kong. For example,as a U.S.-listed Hong Kong public company,
we may face heightened scrutiny, criticism and negative publicity, which could result in a material change in our operations and the value
of our common stock. It could also significantly limit or completely hinder our ability to offer or continue to offer securities to investors
and cause the value of such securities to significantly decline or be worthless. We are subject to risks arising from the legal system
in China where there are risks and uncertainties regarding the enforcement of laws including where the Chinese government can change the
rules and regulations in China and Hong Kong, including the enforcement and interpretation thereof, at any time with little to no advance
notice and can intervene at any time with little to no advance notice. Changes in Chinese internal regulatory mandates, such as the M&A
rules, Anti-Monopoly Law, and Data Security Law, may target the Company's corporate structure and impact our ability to conduct business
in Hong Kong, accept foreign investments, or list on an U.S. or other foreign exchange. By way of example, the PRC government initiated
a series of regulatory actions and statements to regulate business operations in China with little advance notice, including cracking
down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using variable interest
entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement.
In April 2020, the Cyberspace Administration of China and certain other PRC regulatory authorities promulgated the Cybersecurity Review
Measures, which became effective in June 2020. Pursuant to the Cybersecurity Review Measures, operators of critical information infrastructure
must pass a cybersecurity review when purchasing network products and services which do or may affect national security. On July 10, 2021,
the Cyberspace Administration of China issued a revised draft of the Measures for Cybersecurity Review for public comments (Draft
Measures), which required that, in addition to operator of critical information infrastructure, any data processor
carrying out data processing activities that affect or may affect national security should also be subject to cybersecurity review, and
further elaborated the factors to be considered when assessing the national security risks of the relevant activities, including, among
others, (i) the risk of core data, important data or a large amount of personal information being stolen, leaked, destroyed, and illegally
used or exited the country; and (ii) the risk of critical information infrastructure, core data, important data or a large amount of personal
information being affected, controlled, or maliciously used by foreign governments after listing abroad. The Cyberspace Administration
of China has said that under the proposed rules companies holding data on more than 1,000,000 users must now apply for cybersecurity approval
when seeking listings in other nations because of the risk that such data and personal information could be affected, controlled,
and maliciously exploited by foreign governments, The cybersecurity review will also investigate the potential national security
risks from overseas IPOs. On January 4, 2022, the CAC, in conjunction with 12 other government departments, issued the New Measures for
Cybersecurity Review (the "**New Measures**") on January 4, 2022. The New Measures amends the Draft Measures released on
July 10, 2021 and became effective on February 15, 2022.
| | ii | | |
The business of our subsidiaries is not subject to cybersecurity review
with the Cyberspace Administration of China, or CAC, given that: (i) we do not have one million individual online users of our products
and services in Hong Kong; (ii) we do not possess a large amount of personal information in our business operations. In addition, we
are not subject to merger control review by Chinas anti-monopoly enforcement agency due to the level of our revenues which provided
from us and audited by our auditor and the fact that we currently do not expect to propose or implement any acquisition of control of,
or decisive influence over, any company with revenues within China of more than Renminbi (RMB) 400 million. Currently,
these statements and regulatory actions have had no impact on our daily business operations, the ability to accept foreign investments
and list our securities on an U.S. or other foreign exchange. However, since these statements and regulatory actions are new, it is highly
uncertain how soon legislative or administrative regulation making bodies will respond and what existing or new laws or regulations or
detailed implementations and interpretations will be modified or promulgated, if any, and the potential impact such modified or new laws
and regulations will have on our daily business operation, the ability to accept foreign investments and list our securities on an U.S.
or other foreign exchange. For a detailed description of the risks the Company is facing and the offering associated with our operations
in Hong Kong, please refer to **Risk Factors Risks Relating to Doing Business in Hong Kong**.
The recent joint statement
by the SEC and PCAOB, and the Holding Foreign Companies Accountable Act all call for additional and more stringent criteria to be applied
to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected
by the PCAOB. Trading in our securities may be prohibited under the Holding Foreign Companies Accountable Act if the PCAOB determines
that it cannot inspect or investigate completely our auditor, and that as a result, an exchange may determine to delist our securities.
The Consolidated Appropriations Act, 2023 amended the HFCAA and reduced the number of consecutive non-inspection years required for triggering
the prohibitions under the HFCAA from three years to two thus reducing the time before our securities may be prohibited from trading
or being delisted. On December 16, 2021, the Public Company Accounting Oversight Board (PCAOB) issued its report notifying the Commission
that it is unable to inspect or investigate completely accounting firms headquartered in mainland China or Hong Kong due to positions
taken by authorities in mainland China and Hong Kong. On December 15, 2022, the PCAOB issued a report that vacated its December 16, 2021
determination and removed mainland China and Hong Kong from the list of jurisdictions where it is unabletoinspect or investigate
completely registered public accounting firms. Our auditor is based in Hong Kong and is subject to PCAOB inspection. It is not subject
to the determinations announced by the PCAOB on December 16, 2021. Each year, the PCAOB will determine whether it can inspect and investigate
completely audit firmsinmainland China and Hong Kong, among other jurisdictions. If PCAOB determinesinthe future
that it no longer has full access to inspect and investigate completely accounting firms in mainland China and Hong Kongand we
continue to use an accounting firm headquartered in Hong Kong to issue an audit report on our financial statements filed with the Securities
and Exchange Commission, we would be identified as a Commission-Identified Issuer following the filing of the annual report on Form 10-K
for the relevant fiscal year. There can be no assurance that we would not be identified as a Commission-Identified Issuer for any future
fiscal year, and if we were so identified for two consecutive years, we would become subject to the prohibition on trading under the
HFCAA, as amended by the Consolidated Appropriations Act, and our securities may be delisted from OTC Markets as a result. Furthermore,
we cannot assure you whether the SEC or other regulatory authorities would apply additional and more stringent criteria to us after considering
the effectiveness of our auditors audit procedures and quality control procedures, adequacy of personnel and training, or sufficiency
of resources, geographic reach or experience as it relates to the audit of our financial statements. Please see **Risk Factors-
The Holding Foreign Companies Accountable Act requires the Public Company Accounting Oversight Board (PCAOB) to be permitted to inspect
the issuer's public accounting firm within three years. This three-year period was shortened to two upon the enactment of the Consolidated
Appropriations Act, 2023. There are uncertainties under the PRC Securities Law relating to the procedures and requisite timing for the
U.S. securities regulatory agencies to conduct investigations and collect evidence within the territory of the PRC. If the U.S. securities
regulatory agencies are unable to conduct such investigations, they may suspend or de-register our registration with the SEC and delist
our securities from applicable trading market within the US.**
| | iii | | |
In addition to the foregoing risks, we face various
legal and operational risks and uncertainties arising from doing business in Hong Kong as summarized below and in Risk Factors
Risks Relating to Doing Business in Hong Kong.
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Adverse changes in economic and political policies of the PRC government could have a material and adverse effect on overall economic growth in China and Hong Kong, which could materially and adversely affect our business. Please see Risk Factors-We face the risk that changes in the policies of the PRC government could have a significant impact upon the business we may be able to conduct in Hong Kong and the profitability of such business. and Substantial uncertainties and restrictions with respect to the political and economic policies of the PRC government and PRC laws and regulations could have a significant impact upon the business that we may be able to conduct in the PRC and accordingly on the results of our operations and financial condition. | |
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We are a holding company with operations conducted through our wholly owned subsidiaries based in Hong Kong and an affiliated company in Australia. We will set up joint-venture entities for property development projects. This structure presents unique risks as our investors may never directly hold equity interests in our Hong Kong subsidiaries and will be dependent upon contributions from our subsidiaries to finance our cash flow needs. Any limitation on the ability of our subsidiaries to make payments to us could have a material adverse effect on our ability to conduct business. We are currently focused on reinvesting our earnings to support future growth and innovation. As a result, we do not anticipate paying dividends in the foreseeable future. Please see Risk Factors - Because our holding company structure creates restrictions on the payment of dividends or other cash payments, our ability to pay dividends or make other payments is limited. | |
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There is a possibility that the PRC could prevent our cash maintained in Hong Kong from leaving or the PRC could restrict the deployment of the cash into our business or for the payment of dividends. We rely on dividends from our Hong Kong subsidiary for our cash and financing requirements, such as the funds necessary to service any debt we may incur. Any such controls or restrictions may adversely affect our ability to finance our cash requirements, service debt or make dividend or other distributions to our shareholders. Please see Risk Factors - Our Hong Kong subsidiary may be subject to restrictions on paying dividends or making other payments to us, which may restrict its ability to satisfy liquidity requirements, conduct business and pay dividends to holders of our common stock.; Risk Factors - PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may delay or prevent us from using the proceeds we receive from offshore financing activities to make loans to or make additional capital contributions to our Hong Kong subsidiary, which could materially and adversely affect our liquidity and our ability to fund and expand business.; Risk Factors - Because our holding company structure creates restrictions on the payment of dividends or other cash payments, our ability to pay dividends or make other payments is limited. and Transfers of Cash to and from our Subsidiaries. | |
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PRC regulation of loans to and direct investments in PRC entities by offshore holding companies may delay or prevent us from using the proceeds of the offering to make loans or additional capital contributions to our operating subsidiaries in Hong Kong. Substantial uncertainties exist with respect to the interpretation of the PRC Foreign Investment Law and how it may impact the viability of our current corporate structure, corporate governance and business operations. Please see Risk Factors- PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may delay or prevent us from using the proceeds we receive from offshore financing activities to make loans to or make additional capital contributions to our Hong Kong subsidiaries, which could materially and adversely affect our liquidity and our ability to fund and expand business. | |
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The legal and regulatory environment in Hong Kong has continued to evolve in recent years. While Hong Kong maintains a separate legal system from mainland China, government authority in mainland China may change Hong Kongs rules and regulations with little to no advance notice, and can intervene and influence our operations and business activities in Hong Kong.We are currently not required to obtain approval from Chinese authorities to list on U.S. exchanges. However, if our subsidiaries or the holding company were required to obtain approval in the future, or we erroneously conclude that approvals were not required, or we were denied permission from Chinese authorities to operate or to list on U.S. exchanges, we will not be able to continue listing on a U.S. exchange and the value of our common stock would likely significantly decline or become worthless, which would materially affect the interest of the investors. There is a risk that the Chinese government may intervene or influence our operations, or may exert more control over offerings conducted overseas and/or foreign investment in Hong Kong-based issuers, which could result in a material change in our operations and/or the value of our securities. Further, any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers would likely significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. Please see Risk Factors-We face the risk that changes in the policies of the PRC government could have a significant impact upon the business we may be able to conduct in the Hong Kong and the profitability of such business. and Substantial uncertainties and restrictions with respect to the political and economic policies of the PRC government and PRC laws and regulations could have a significant impact upon the business that we may be able to conduct in Hong Kong and accordingly on the results of our operations and financial condition. and The Chinese government exerts substantial influence over the manner in which we must conduct our business activities. We are currently not required to obtain approval from Chinese authorities to list on U.S exchanges. However, to the extent that the Chinese government exerts more control over offerings conducted overseas and/or foreign investment in China-based issuers over time and if our PRC subsidiaries or the holding company were required to obtain approval in the future and were denied permission from Chinese authorities to list on U.S. exchanges, we will not be able to continue listing on U.S. exchange and the value of our common stock may significantly decline or become worthless, which would materially affect the interest of the investors. | |
| | iv | | |
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Governmental control of currency conversion may limit our ability to utilize our revenues effectively and affect the value of your investment. | |
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We may become subject to a variety of laws and regulations in the PRC regarding privacy, data security, cybersecurity, and data protection. We may be liable for improper use or appropriation of personal information provided by our customers. Please see Risk Factors- The Chinese government exerts substantial influence over the manner in which we must conduct our business activities. We are currently not required to obtain approval from Chinese authorities to list on U.S exchanges. However, to the extent that the Chinese government exerts more control over offerings conducted overseas and/or foreign investment in China-based issuers over time and if our PRC subsidiaries or the holding company were required to obtain approval in the future and were denied permission from Chinese authorities to list on U.S. exchanges, we will not be able to continue listing on U.S. exchange and the value of our common stock may significantly decline or become worthless, which would materially affect the interest of the investors. | |
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Under the Enterprise Income Tax Law of the PRC (EIT Law), we may be classified as a Resident Enterprise of China. Such classification will likely result in unfavorable tax consequences to us and our non-PRC shareholders. Please see Risk Factors- Our global income may be subject to PRC taxes under the PRC Enterprise Income Tax Law, which could have a material adverse effect on our results of operations. | |
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Failure to comply with PRC regulations relating to the establishment of offshore special purpose companies by PRC residents may subject our PRC resident Shareholders to personal liability, may limit our ability to acquire Hong Kong and PRC companies or to inject capital into our Hong Kong subsidiary, may limit the ability of our Hong Kong subsidiaries to distribute profits to us or may otherwise materially and adversely affect us. | |
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The recent joint statement by the SEC and PCAOB, and the Holding Foreign Companies Accountable Act all call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB. Trading in our securities may be prohibited under the Holding Foreign Companies Accountable Act if the PCAOB determines that it cannot inspect or investigate completely our auditor, and that as a result an exchange may determine to delist our securities. The Consolidated Appropriations Act, 2023 amended the HFCAA and reduced the number of consecutive non-inspection years required for triggering the prohibitions under the HFCAA from three years to two thus reducing the time before our securities may be prohibited from trading or being delisted. Pursuant to the HFCAA, the Public Company Accounting Oversight Board (PCAOB) issued its report notifying the Commission that it is unable to inspect or investigate completely accounting firms headquartered in mainland China or Hong Kong due to positions taken by authorities in mainland China and Hong Kong. This report was vacated on December 15, 2022.Our auditor is not subject to the determinations announced by the PCAOB on December 16, 2021. However, in the event the Chinese authorities subsequently take a position disallowing the PCAOB to inspect our auditor, then we would need to change our auditor to avoid having our securities delisted. Please see Risk Factors- The Holding Foreign Companies Accountable Act requires the Public Company Accounting Oversight Board (PCAOB) to be permitted to inspect the issuer's public accounting firm within three years. This three-year period was shortened to two upon the enactment of the Consolidated Appropriations Act, 2023. There are uncertainties under the PRC Securities Law relating to the procedures and requisite timing for the U.S. securities regulatory agencies to conduct investigations and collect evidence within the territory of the PRC. If the U.S. securities regulatory agencies are unable to conduct such investigations, they may suspend or de-register our registration with the SEC and delist our securities from applicable trading market within the US. | |
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You may be subject to PRC income tax on dividends from us or on any gain realized on the transfer of shares of our common stock. Please see Risk Factors- Dividends payable to our foreign investors and gains on the sale of our shares of common stock by our foreign investors may become subject to tax by the PRC. | |
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We face uncertainties with respect to indirect transfers of equity interests in PRC resident enterprises by their non-PRC holding companies. Please see Risk Factors- We and our shareholders face uncertainties with respect to indirect transfers of equity interests in PRC resident enterprises by their non-PRC holding companies. | |
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We are organized under the laws of the State of Nevada as a holding company that conducts its business through a number of subsidiaries organized under the laws of foreign jurisdictions such as Hong Kong and the British Virgin Islands. This may have an adverse impact on the ability of U.S. investors to enforce a judgment obtained in U.S. Courts against these entities, bring actions in Hong Kong against us or our management or to effect service of process on the officers and directors managing the foreign subsidiaries. Please see Risk Factors- It may be difficult for stockholders to enforce any judgment obtained in the United States against us, which may limit the remedies otherwise available to our stockholders. | |
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U.S. regulatory bodies may be limited in their ability to conduct investigations or inspections of our operations in China. | |
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There are significant uncertainties under the EIT Law relating to the withholding tax liabilities of our PRC subsidiary, and dividends payable by our PRC subsidiary to our offshore subsidiaries may not qualify to enjoy certain treaty benefits. Please see Risk Factors- Our global income may be subject to PRC taxes under the PRC Enterprise Income Tax Law, which could have a material adverse effect on our results of operations. | |
| | v | | |
References in this Annual
Report to the Company, MDLK we, us and our refer to ModuLink Inc.,
a Nevada company and all of its subsidiaries on a consolidated basis. Where reference to a specific entity is required, the name of such
specific entity will be referenced.*
****
**Transfers of Cash to and from Our Subsidiaries**
ModuLink Inc. is a Nevada
holding company with no operations of its own. We conduct our operations primarily through our subsidiaries in Hong Kong and an affiliated
company in Australia. We will set up joint-venture entities for property development projects. We may rely on dividends or other transfers
of cash or assets to be made by our Hong Kong subsidiaries to fund our cash and financing requirements, including the funds necessary
to pay dividends and other cash distributions to our shareholders, to service any debt we may incur and to pay our operating expenses.
If our Hong Kong subsidiaries incur debt on their own behalf in the future, the instruments governing the debt may restrict their ability
to pay dividends or make other distributions to us. To date, our subsidiaries have not made any transfers, dividends or distributions
of cash flows or other assets to ModuLink Inc. and ModuLink Inc. has not made any transfers, dividends or distributions of cash flows
or other assets to our subsidiaries.
ModuLink Inc. is permitted
under the Nevada laws to provide funding to and receive funding from our subsidiaries in Hong Kong through loans or capital contributions
without restrictions on the amount of the funds, subject to satisfaction of applicable government registration, approval and filing requirements.
Our Hong Kong subsidiaries are also permitted under the laws of Hong Kong to provide and receive funding to and from ModuLink Inc. through
dividend distribution without restrictions on the amount of the funds. As of the date of this report, there has been no dividends or distributions
among the holding company or the subsidiaries nor do we expect such dividends or distributions to occur in the foreseeable future among
the holding company and its subsidiaries.
We currently intend to retain
all available funds and future earnings, if any, for the operation and expansion of our business and do not anticipate declaring or paying
any dividends in the foreseeable future. Any future determination related to our dividend policy will be made at the discretion of our
board of directors after considering our financial condition, results of operations, capital requirements, contractual requirements, business
prospects and other factors the board of directors deems relevant, and subject to the restrictions contained in any future financing instruments.
Subject to the Nevada Revised
Statutes and our bylaws, our board of directors may authorize and declare a dividend to shareholders at such time and of such an amount
as they think fit if they are satisfied, on reasonable grounds, that immediately following the dividend the value of our assets will exceed
our liabilities and we will be able to pay our debts as they become due. There is no further Nevada statutory restriction on the amount
of funds which may be distributed by us by dividend.
Under the current practice
of the Inland Revenue Department of Hong Kong, no tax is payable in HongKong in respect of dividends paid by us. The laws and regulations
of the PRC do not currently have any material impact on transfer of cash from ModuLink Inc. to our Hong Kong subsidiaries or from our
Hong Kong subsidiaries to ModuLink Inc.. There are no restrictions or limitation under the laws of Hong Kong imposed on the conversion
of Hong Kong dollar (HKD) into foreign currencies and the remittance of currencies out of Hong Kong or across borders and
to U.S. investors.
There is a possibility that
the PRC could prevent our cash maintained in Hong Kong from leaving or the PRC could restrict the deployment of the cash into our business
or for the payment of dividends. Any such controls or restrictions may adversely affect our ability to finance our cash requirements,
service debt or make dividend or other distributions to our shareholders. **Please see Risk Factors - Our Hong Kong subsidiary
may be subject to restrictions on paying dividends or making other payments to us, which may restrict its ability to satisfy liquidity
requirements, conduct business and pay dividends to holders of our common stock.; Risk Factors - PRC regulation of loans
to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may delay or prevent
us from using the proceeds we receive from offshore financing activities to make loans to or make additional capital contributions to
our Hong Kong subsidiary, which could materially and adversely affect our liquidity and our ability to fund and expand business.;
Risk Factors - Because our holding company structure creates restrictions on the payment of dividends or other cash payments, our
ability to pay dividends or make other payments is limited.**
| | vi | | |
Current PRC regulations permit
PRC subsidiaries to pay dividends to Hong Kong subsidiaries only out of their accumulated profits, if any, determined in accordance with
Chinese accounting standards and regulations. In addition, each of our subsidiaries in China is required to set aside at least 10% of
its after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of its registered capital. Each of
such entity in China is also required to further set aside a portion of its after-tax profits to fund the employee welfare fund, although
the amount to be set aside, if any, is determined at the discretion of its board of directors. Although the statutory reserves can be
used, among other ways, to increase the registered capital and eliminate future losses in excess of retained earnings of the respective
companies, the reserve funds are not distributable as cash dividends except in the event of liquidation. As of the date of this Annual
Report, we do not have any PRC subsidiaries.
The PRC government imposes
controls on the conversion of RMB into foreign currencies and the remittance of currencies out of the PRC. We currently do not maintain
bank accounts in the PRC. To the extent that we maintain bank accounts in the PRC in the future, we may experience difficulties in completing
the administrative procedures necessary to obtain and remit foreign currency to finance our cash requirements, service debt or make dividend
or other distributions to our shareholders. Furthermore, if our subsidiaries in the PRC incur debt on their own in the future, the instruments
governing the debt may restrict their ability to pay dividends or make other payments. If we or our subsidiaries are unable to receive
all of the revenues from our operations, we may be unable to pay dividends on our common stock.
Cash dividends, if any,
on our common stock will be paid in U.S. dollars. If we are considered a PRC tax resident enterprise for tax purposes, any dividends we
pay to our overseas shareholders may be regarded as China-sourced income and as a result may be subject to PRC withholding tax at a rate
of up to 10.0%.
In order for us to pay dividends
to our shareholders, we will rely on payments made from our Hong Kong subsidiaries to ModuLink Inc.. If in the future we have PRC subsidiaries,
certain payments from such PRC subsidiaries to Hong Kong subsidiaries will be subject to PRC taxes, including business taxes and VAT.
As of the date of this Annual Report, we do not have any PRC subsidiaries and our Hong Kong subsidiaries have not made any transfers,
dividends or distributions nor do we expect to make such transfers, dividends or distributions in the foreseeable future.
Pursuant to the Arrangement
between Mainland China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and Tax Evasion on Income,
or the Double Tax Avoidance Arrangement, the 10% withholding tax rate may be lowered to 5% if a Hong Kong resident enterprise owns no
less than 25% of a PRC entity. However, the 5% withholding tax rate does not automatically apply and certain requirements must be satisfied,
including, without limitation, that (a) the Hong Kong entity must be the beneficial owner of the relevant dividends; and (b) the Hong
Kong entity must directly hold no less than 25% share ownership in the PRC entity during the 12 consecutive months preceding its receipt
of the dividends. In current practice, a Hong Kong entity must obtain a tax resident certificate from the Hong Kong tax authority to apply
for the 5% lower PRC withholding tax rate. As the Hong Kong tax authority will issue such a tax resident certificate on a case-by-case
basis, we cannot assure you that we will be able to obtain the tax resident certificate from the relevant Hong Kong tax authority and
enjoy the preferential withholding tax rate of 5% under the Double Taxation Arrangement with respect to dividends to be paid by a PRC
subsidiary to its immediate holding company. As of the date of this Annual Report, we do not have a PRC subsidiary. In the event that
we acquire or form a PRC subsidiary in the future and such PRC subsidiary desires to declare and pay dividends to our Hong Kong subsidiary,
our Hong Kong subsidiary will be required to apply for the tax resident certificate from the relevant Hong Kong tax authority. In such
event, we plan to inform the investors through SEC filings, such as a current report on Form 8-K, prior to such actions. See Risk
Factors Risks Relating to Doing Business in Hong Kong.
****
| | vii | | |
**SPECIAL CAUTIONARY NOTICE REGARDING FORWARD-LOOKING
STATEMENTS**
In addition to historical
information, this Annual Report on Form 10-K contains statements relating to our future results (including certain projections and business
trends) that are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended,
Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act), and the Private Securities Litigation Reform Act of
1995, and are subject to the safe harbor created by those sections. Words such as expects, anticipates,
intends, plans, believes, estimates, suggests, appears,
seeks, will, could, and variations of such words and similar expressions are intended to identify
forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual
results and performance to be materially different from any future results or performance expressed or implied by these forward-looking
statements. Factors that might cause such differences include, but are not limited to, those discussed in the section titled Item
1A - Risk Factors, and the other documents that we file from time to time with the Securities and Exchange Commission (SEC).
Although we believe that these
statements are based upon reasonable assumptions, we cannot guarantee future results, and readers are cautioned not to place undue reliance
on these forward-looking statements, which reflect managements opinions only as of the date of this filing. There can be no assurance
that (i) we have correctly measured or identified all of the factors affecting our business or the extent of these factors likely
impact; (ii) the available information with respect to these factors on which such analysis is based is complete or accurate; (iii) such
analysis is correct; or (iv) our strategy, which is based in part on this analysis, will be successful. Except as may be required by law,
the Company undertakes no obligation to update or revise forward-looking statements. All written or oral forward-looking statements attributable
to us are expressly qualified in their entirety by these cautionary statements. Such forward-looking statements include, but are not limited
to, statements about our:
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The forward-looking statements
contained in this Annual Report reflect our views and assumptions as of the date of this filing. Except as required by law, we assume
no responsibility for updating any forward-looking statements. We qualify all of our forward-looking statements by these cautionary statements.
****
****
| | viii | | |
**PART I**
**Item 1.** **Business**.
****
**OVERVIEW**
ModuLink Inc. (formerly known
as International Endeavors Corporation) is a Nevada holding company that through its subsidiaries are engaged primarily in property development
construction and design services by implementing modular integrated construction technology (MiC), embedded with our Air-to-Water
(A2W) technology and property management system by internet of things technology (IoT). We develop sustainable, technology-enabled
communities that enhance the quality of life. We build smart, energy-efficient structures that we believe are secure, adaptable and ready
for the future. We focus on projects that we believe will enhance the quality of life and reduce environmental impact, while driving innovation
and excellence in the real estate market across Australia, Europe, America and Asia.
Through its ModuLink brand,
we continue our mission to build communities that "Live Smart, Live Green," enhanced by air-to-water systems that deliver reliable,
energy-efficient water generation for healthier and more resilient environments, enabling scalable, self-sustaining and eco-friendly developments
worldwide.
By embracing advanced technologies,
we expect to achieve competitive advantages, drive sustainable growth, and meet the evolving needs of modern urban environments. We believe
that careful planning, strategic investment and effective risk management are essential to maximize the potential of these innovative
solutions and ensure long-term success. We are dedicated to advancing the boundaries of construction innovation.
Our corporate organization
chart is below:
*
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(1) |
ModuLink Inc.,
a Nevada corporation, is our parent holding company and conducts no business operations. | |
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(2) |
ModuLink Investment Limited,
a British Virgin Islands limited company, is a holding company. | |
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(3) |
ModuLink Corporation Limited,
a Hong Kong limited liability company, focuses on strategic planning and providing intergroup management services serving its subsidiaries. | |
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(4) |
Zenith Integrated Modular
Limited, a Hong Kong limited liability company, provides design, engineering and holistic project management services, including
project planning, procurement, logistics, assembly and installation. | |
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(5) |
ModuLink InnoTech Limited,
a Hong Kong limited liability company, is a technology development company focused on Air-to-Water (A2W) technology and building
management systems with built-in software to enable real-time monitoring and control. | |
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(6) |
Zenith AY Modular Buildings
Company Limited, a Hong Kong limited liability company, is an investment holding and project investment company | |
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(7) |
ModuLink Australia Pty.
Limited., an Australian limited liability company, is a project management company that facilitates project development in Australia.
Each of Zenith AY Modular Buildings Company Limited and Zenith (PMS) Limited, a Hong Kong company, hold 40% and 60% of the outstanding
securities of ModuLink Australia Pty. Ltd. TAM, Hin Wah Anthony, our Chairman of the Board, is the director and controlling shareholder
of Zenith (PMS) Limited. | |
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(8) |
ModuLink Innotech Pty. Limited,
an Australian limited liability company, provides AI healthcare and smart living solutions in Australia.ModuLink InnoTech
Limited holds 80% equity interest in ModuLink Innotech Pty. Limited. | |
| | 1 | | |
We are a Nevada holding company
with operations conducted through our wholly owned subsidiaries based in Hong Kong and an affiliated company. We also operate through
joint-venture entities that are newly established for our property development projects. This structure presents unique risks as our investors
may never directly hold equity interests in our operating Hong Kong subsidiaries and will be dependent upon contributions from our subsidiaries
to finance our cash flow needs. ModuLink Inc. and its Hong Kong subsidiaries are not required to obtain permission from the Chinese authorities
including the China Securities Regulatory Commission, or CSRC, or Cybersecurity Administration Committee, or CAC, to operate or to issue
securities to foreign investors. However, in light of the recent statements and regulatory actions by the PRC government, such as those
related to Hong Kongs national security, the promulgation of regulations prohibiting foreign ownership of Chinese companies operating
in certain industries, which are constantly evolving, and anti-monopoly concerns, we (the parent company and our subsidiaries) may be
subject to the risks of uncertainty of any future actions of the PRC government in this regard including the risk that we inadvertently
conclude that such approvals are not required, that applicable laws, regulations or interpretations change such that we are required to
obtain approvals in the future, or that the PRC government could disallow our holding company structure, which would likely result in
a material change in our operations, including our ability to continue our existing holding company structure, carry on our current business,
accept foreign investments, and offer or continue to offer securities to our investors. These adverse actions would likely cause value
the value of our common stock to significantly decline or become worthless. We may also be subject to penalties and sanctions imposed
by the PRC regulatory agencies, including the Chinese Securities Regulatory Commission, if we fail to comply with such rules and regulations,
which would likely adversely affect the ability of the Companys securities to continue to trade on the OTC Markets, which would
likely cause the value of our securities to significantly decline or become worthless. For a detailed description of the risks facing
the Company associated with our operations in Hong Kong, please refer to **Risk Factors Risk Relating to Doing Business
in Hong Kong**.
We are organized under the
laws of the State of Nevada as a holding company that conducts its business through a number of subsidiaries organized under the laws
of foreign jurisdictions such as Hong Kong, Australia and the British Virgin Islands. This may have an adverse impact on the ability of
U.S. investors to enforce a judgment obtained in U.S. Courts against these entities, or to effect service of process on the officers and
directors managing the foreign subsidiaries.
We are authorized to issue
up to 6,000,000,000 shares of our common stock, par value $0.001, and 10,000,000 shares of preferred stock, par value $0.001, 500,000
of which has been designated Series A Convertible Preferred Stock. 200,000 shares of the Series A Convertible Preferred Stock are issued
and outstanding to ModuLink Inc., a British Virgin Islands limited company (ModuLink BVI). Our directors, TAM, Hin Wah Anthony,
FU, Wah and AU-YEUNG, Sai Kit, hold 50%, 25% and 25% shareholding interests of ModuLink BVI, respectively. The voting and conversion rights
of each Series A Convertible Preferred stock is 1 to 20,000. As a result, ModuLink BVI controls the voting power of approximately 50.19%
of our common stock, as calculated on a fully diluted basis, as of the date of this Annual Report. Pursuant to the Share Exchange Agreement,
the aggregate balances of 1,414,027,236 shares of common stock will be issued to our directors, TAM, Hin Wah Anthony, FU, Wah and AU-YEUNG,
Sai Kit. They will, in aggregate of shareholding interests through ModuLink BVI and personally, control approximately 67.93% of the voting
power of our common stock, as calculated on a fully diluted basis.
We are indebted to Zenith
(Hong Kong) Engineering Limited (Zenith (HK)) in the approximate amount of $132,260 as of December 31, 2025. Pursuant to
the Stock Purchase Agreement dated January 22, 2025, the two convertible promissory notes were purchased and assigned to Zenith (HK) on
January 30, 2025. On February 28, 2025, Zenith (HK) waived all rights to convert the outstanding principal amount and any accrued but
unpaid interest under the two convertible promissory notes into equity securities of the Company. We owe approximately $132,260 pursuant
to such notes. Both notes have already become due and payable. However, Zenith (HK) has indicated a willingness to work with the Company
regarding repayment of such loans. We do not expect to generate sufficient cash flow to repay these notes within the next twenty-four
months. There is no assurance that we can generate sufficient cash flow to repay these notes after such twenty-four-month period, if ever.
If we are required to repay these notes prior to achieving profitability, our ability to implement our business plan or to expand our
business may be significantly delayed.
Our sources of capital in
the past have included the sale of equity securities, which include common stock sold in private transactions to our executive officers
or existing shareholders, and short-term and long-term debts. We expect to finance future acquisitions through a combination of the foregoing.
We have historically relied on equity issuances, indebtedness and financial support from officers, directors and existing shareholders
to fund operations and acquisitions, and we expect to continue to require additional capital. Although management believes that officers,
directors, existing shareholders and other sources may continue to provide support, and that external financing may be available, there
can be no assurance that such support or financing will continue or be available on satisfactory terms, in sufficient amounts, or at all.
The Company currently relies on funding provided by officers and directors to support ongoing operating activities and has also considered
the continued forbearance of Zenith (HK) with respect to amounts currently due. Accordingly, management believes the Company may be able
to fund its current level of operations for at least the next 12 months only if such support, forbearance and/or additional financing
remain available. However, the Company does not currently have sufficient capital to fully implement its broader business plan without
raising additional funds. To implement its current business plan, the Company estimates that it may require approximately $6.5 million
over the next 12 months and approximately $13 million over the next 24 months. The Company is actively evaluating various financing alternatives
to meet these capital requirements.
| | 2 | | |
In carrying out our property
development projects, we rely on third party manufacturers and partners to supply key components of our proprietary ModuLink platform,
including modular steel structures and atmospheric water generators (AWGs). These systems are designed in-house and incorporate core technologies
that are owned or controlled by the Company. However, the physical production of these components is currently outsourced to strategic
manufacturing partners located in mainland China, that operate under strict adherence to our proprietary design specifications and quality
standards.
In addition to these core
manufactured components, we also source various auxiliary materials and technologies from local suppliers in the regions where projects
are developed. This hybrid sourcing strategy allows us to optimize cost efficiencies, reduce logistical complexity, and support regional
economies.
To mitigate geopolitical,
regulatory, and operational risks, we are actively exploring opportunities to identify and engage qualified manufacturing partners outside
of mainland China. Our intention is to diversify our supply chain by establishing relationships with suppliers in jurisdictions that offer
competitive cost structures, manufacturing capabilities, and regulatory stability. This strategic initiative is designed to enhance our
supply chain resilience while maintaining the quality and performance standards required for our proprietary technologies.
Because we are dependent on
third party manufacturers to support certain aspects of our business activities, any interruption in the provision of products by these
third parties whether due to supply chain disruptions, regulatory restrictions, or geopolitical developments may impair our ability to
deliver properties to our clients in a timely or cost-effective manner. Please see Risk Factors - We rely on third-party manufacturers
and partners for certain aspects of our operations, and any interruptions in the provision of products provided by these third parties
may impair our ability to deliver properties to our clients.
History*
We were incorporated under
the laws of the State of Nevada on May 7, 2014, under the name International Endeavors Corporation. At inception, the Company was formed
for the purpose of developing and leasing land for recreational vehicle use, acquisition of land and/or vineyards for vineyard development,
production of grapes for wine, private labeling of wine for wine distribution and developing and marketing of a Wine APP.
The Company filed a registration
statement on Form S-1 on March 5, 2015, which became effective on September 28, 2015. Thereafter, the Company filed periodic reports with
the Securities and Exchange Commission until it filed a Form 15 terminating its registration and otherwise suspending its duty to file
reports on August 7, 2017. On September 13, 2017, the Company began posting periodic reports on the OTC Markets website under the alternative
reporting standard.
On October 20, 2025, the Company
changed its name to ModuLink Inc. The transition to ModuLink Inc. reflects a unified corporate identity under the ModuLink brand, a sharper
strategic focus, and a long-term commitment to innovation, disciplined growth and shareholder value creation. In conjunction with this
rebranding, the Company's ticker symbol has changed from IDVV to MDLK, effective at the opening of trading on December 10, 2025, on the
OTCID Market.
*Change in Control*
On January 22, 2025, Raymond
Valdez, the sole executive officer and director entered into the Stock Purchase Agreement, pursuant to which Mr. Valdez agreed to sell
(the Sale) to ModuLink Inc., a British Virgin Islands corporation (ModuLink BVI), and Zenith (Hong Kong) Engineering
Limited, a Hong Kong corporation (Zenith (HK)), 200,000 shares of Preferred A shares, representing all of the issued and
outstanding shares of Preferred A, and the transfer of certain promissory notes of the Company held by third parties, in an aggregate
consideration of Two Hundred Eighty Thousand Dollars ($280,000). Each holder of Preferred A shares is entitled to vote together with holders
of the common stock with each one Preferred A share voting as twenty thousand shares of common stock. Similarly, each one share of Preferred
A is convertible into twenty thousand shares of common stock. The Sale consummated on February 10, 2025.
| | 3 | | |
In connection with the Sale, Raymond Valdez and Bill Martin resigned
from all of their positions with the Company and the following persons were appointed to the offices set forth next to their names, effective
February 10, 2025:
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TAM, Hin Wah Anthony |
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Chairman | |
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FU, Wah |
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Chief Executive Officer | |
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AU-YEUNG, Sai Kit |
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Chief Financial Officer and Secretary | |
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WONG, Ho Man Alex |
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Non-Executive Director | |
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FUNG, Kwai Kin |
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Non-Executive Director | |
TAM, Hin Wah Anthony, our
Chairman of the Board is the controlling shareholder of ModuLink BVI. PUN, Ah Keung is the sole shareholder of Zenith (HK).
As part of the Sale, the each
of Bearcreek Resourses, Inc., a Montana corporation, and Tala Media Corp., a Wyoming corporation, transferred to Zenith (HK) certain convertible
promissory notes of the Company in the principal amounts of $65,000 and $75,000, respectively on January 30, 2025. The notes are convertible
into shares of the Companys common stock in accordance with the terms set forth therein. On February 28, 2025, Zenith (HK) waived
all rights to convert the outstanding principal amount and any accrued but unpaid interest under the two convertible promissory notes
into equity securities of the Company.
The Company, Mr. Valdez, ModuLink
BVI and Zenith (HK) further agreed that the parties intend to transfer ownership of Witech to Mr. Valdez or its designees as part of the
sale of the Preferred A shares. The transfer has been completed on May 1, 2025.
The foregoing descriptions
of the Stock Purchase Agreement, each of the promissory notes transferred to Zenith (HK), and the Waiver and Amendment Agreement of promissory
notes are qualified in their entirety by reference to the Stock Purchase Agreement, which is filed as Exhibits 10.1 through and including
10.5 to the Registration Statement on Form 10-12G filed with the Securities and Exchange Commission and are incorporated herein by reference.
Immediately prior to the closing
of the transactions contemplated in the Stock Purchase Agreement, the Company amended and restated its Articles of Incorporation to amend
the rights, powers and designations of the Series A Convertible Preferred Stock so that each holder of Preferred A shares is entitled
to vote together with holders of the common stock with each one Preferred A share voting as twenty thousand shares of common stock, representing
an increase from the prior voting ratio of one to ten thousand. Similarly, each one share of Preferred A became convertible into twenty
thousand shares of common stock, representing an increase from the prior conversion ratio of one to ten thousand. The Company also confirmed
the Companys prior cancellation of the Series B Preferred Stock.
*Acquisition of ModuLink
Investment Limited, our property development business adopting modular construction technology*
On March 28, 2025, the Company
entered into a Share Exchange Agreement (the Share Exchange) of all the issued and outstanding shares with the shareholders
of ModuLink Investment Limited (hereafter referred to as, MIL), a British Virgin Islands limited liability company. MIL and its subsidiaries
engage in the property development industry adopting modular construction technology by leveraging Modular Integrated Construction (MiC),
Atmospheric Water Generators (AWG), and Internet of Things (IoT) technology enhanced by AI to redefine property development. The Company
agreed to issue 2,356,712,066 shares of common stock, at a valuation of $0.0034 per share, in exchange for all the issued and outstanding
shares with the shareholders of MIL. The Company relied on the exemption from registration pursuant to Section 4(2) of, and Regulation
D and/or Regulation S promulgated under the Act in selling the Companys securities to the shareholders of MIL. This Share Exchange
was consummated on May 1, 2025.
The foregoing description
of the Share Exchange Agreement is qualified in its entirety by reference to the Share Exchange Agreement which is filed as Exhibit 10.5
to the Registration Statement on Form 10-12G filed with the Securities and Exchange Commission and are incorporated herein by reference.
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Prior to the acquisition of
MIL and immediately after the disposition of Witech as stipulated in the Stock Purchase Agreement, the Company was considered as a shell
companydue to its nominal assets and limited operation. Upon the acquisition, MIL will comprise the ongoing operations of the combined
entity and its senior management will serve as the senior management of the combined entity, MIL is deemed to be the accounting acquirer
for accounting purposes. The transaction will be treated as a recapitalization of the Company. Accordingly, the consolidated assets, liabilities
and results of operations of the Company will become the historical financial statements of MIL after the acquisition date. MIL was the
legal acquiree but is deemed to be the accounting acquirer. The Company, on the other hand, was the legal acquirer but is deemed to be
the accounting acquiree in the reverse merger. The historical financial statements prior to the acquisition are those of the accounting
acquirer. Historical stockholders equity of the accounting acquirer prior to the merger are retroactively restated (a recapitalization)
for the equivalent number of shares received in the merger. Operations prior to the merger are those of the acquirer. After completion
of the share exchange transaction, the Companys consolidated financial statements include the assets and liabilities, the operations
and cash flow of the accounting acquirer.
**Market Overview**
**Our Business.**
*Overview*
ModuLink Inc. is a Nevada
holding company that through its subsidiaries are engaged primarily in property development by implementing modular integrated construction
technology (MiC), with our Air-to-Water (A2W) technology and property management system by internet of things technology
(IoT) as set forth below:
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ModuLink Corporation Limited, a Hong Kong limited liability company, focuses on strategic planning and providing intergroup management services serving its subsidiaries. | |
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Zenith Integrated Modular Limited, a Hong Kong limited liability company (ZIML), provides design, engineering and holistic project management services, including project planning, procurement, logistics, assembly and installation. | |
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ModuLink InnoTech Limited, a Hong Kong limited liability company, is a technology development company focused on AWG and building management systems with built-in software to enable real-time monitoring and control. | |
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Zenith AY Modular Buildings Company Limited, a Hong Kong limited liability company, is an investment holding and project investment company. | |
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ModuLink Australia Pty. Ltd., an Australian limited
liability company, is a project management company that facilitates project development in Australia. Each of Zenith AY Modular Buildings
Company Limited and Zenith (PMS) Limited, a Hong Kong company, hold 40% and 60% of the outstanding securities of ModuLink Australia Pty.
Ltd. TAM, Hin Wah Anthony, our Chairman of the Board, is the director and controlling shareholder of Zenith (PMS) Limited. | |
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ModuLink Innotech Pty. Limited, an Australian
limited liability company, provides AI healthcare and smart living solutions in Australia. ModuLink InnoTech Limited holds 80% equity
interest in ModuLink Innotech Pty. Limited. | |
As a group, our subsidiaries seek to develop sustainable,
technology-enabled communities that enhance the quality of life. We seek to build smart, energy-efficient structures that we believe are
secure, adaptable and ready for the future. We focus on projects that we believe will enhance the quality of life and reduce environmental
impact, while driving innovation and excellence in the real estate market across America, Europe, Australia and Asia.
Through its ModuLink brand, we continue our mission
to build communities that "Live Smart, Live Green," enhanced by air-to-water systems that deliver reliable, energy-efficient
water generation for healthier and more resilient environments, enabling scalable, self-sustaining and eco-friendly developments worldwide.
*Competitive Strength*
**
We believe that our competitive
strengths in technology-based property development are as follows:
| | 5 | | |
Modular Integrated Construction
(MiC):
*Faster Construction Timelines:*
MiC is a free-standing integrated module manufactured in a factory, complete with finishes, fixtures and fittings. MiC allows for the
parallel construction of building modules off-site while site preparation occurs. This method significantly reduces construction time,
typically by 30-50%, enabling faster project delivery and earlier occupancy.
*Cost Reduction and Quality
Improvement:* Off-site prefabrication in controlled factory environments minimizes material waste, reduces labor costs and enhances
quality control. This approach ensures higher consistency and durability of the building components, leading to lower long-term maintenance
costs.
*Enhanced Safety and Sustainability:*
MiC reduces the need for on-site labor and minimizes exposure to adverse weather conditions, thereby reducing workplace accidents. It
also lowers environmental impact through reduced waste and optimized use of materials.
*Improved Project Predictability:*
Factory-controlled processes drastically reduce the risk of weather delays, labor shortages, and supply chain disruptions. This leads
to better timeline control and more accurate budgetingkey concerns for developers and investors.
*Compliance and Quality
Assurance:*Modules can be inspected and certified before arriving on-site, supporting compliance with strict building codes and reducing
the chances of post-construction rework. This helps mitigate legal and financial risks.
Air-to-Water (A2W) technology:
*Responding to the Emergent
Global Water Shortage:*The world is entering a critical phase of water scarcity, exacerbated by climate change and dwindling freshwater
reserves. Droughts are becoming more frequent and severe, while groundwater depletion continues at unsustainable rates. In this environment,
Atmospheric Water Generators (AWGs) offer a decentralized, climate-resilient alternative for producing clean water from ambient air without
relying on overdrawn natural or municipal system.
*Water Sustainability and
Independence:* AWG extract water directly from the air, providing a sustainable and decentralized water source. AWGs help reduce dependency
on water supplies from municipal systems or groundwater, and mitigate the risks associated with water shortages, especially in disaster
and emergency scenarios, such as earthquakes, hurricanes, floods, or wildfires, access to clean water is often disrupted or completely
unavailable. AWGs can serve as a vital lifeline in these scenarios, providing on-site, potable water when infrastructure fails. Their
independence from traditional supply lines makes them especially valuable for emergency response, humanitarian aid, remote communities,
and climate-resilient urban planning.
*Enhanced Environmental
Performance:* Incorporating AWG technology helps meet environmental goals by conserving natural water sources and reducing ecological
impact. Particularly in drought-prone or arid regions, AWGs support responsible resource use and contribute to green building certifications
and ESG performance.
*Cost Savings on Water:*
On-site water generation reduces utility costs, especially in regions with high or volatile water prices. As climate pressures mount,
centralized water becomes more expensive to treat, transport, and deliver. AWGs offer a cost-stable, scalable alternative, turning ambient
humidity into a reliable resource.
| | 6 | | |
Internet of Things (IoT):
*Smart Property Management:*
IoT technologies enable real-time monitoring and control of building systems, including HVAC, lighting, and security. IoT sensors and
devices can optimize energy usage, improve security, and enhance occupant comfort by automating systems based on real-time data.
*Predictive Maintenance
and Operational Efficiency:* IoT devices provide continuous monitoring of equipment and infrastructure, allowing for predictive maintenance
that can prevent costly breakdowns and extend the lifespan of building systems. This reduces operational costs and improves the reliability
of property management.
*Enhanced Data-Driven Decision
Making:* The integration of IoT technology facilitates data collection and analysis, providing valuable insights into building performance,
occupant behavior, and resource utilization. This data-driven approach helps property managers make informed decisions to optimize operations
and enhance the tenant experience.
*Connecting People: Health,
Security & Smart Living*
**
We believe that IoT enhances
not only buildings, but lives:
Health & Well-being: Indoor
air quality monitors, smart climate control, and lighting systems that adapt to circadian rhythms can improve comfort, productivity, and
health outcomes.
Security: Smart surveillance,
facial recognition, and connected alarm systems offer real-time threat detection and response, increasing safety for residents and visitors.
Smart Home Experience: Integrated
smart home features such as voice-controlled devices, intelligent appliances, and personalized automation elevate the living experienceconnecting
people seamlessly to their environments.
*Empowering Independent
Living for the Elderly*
**
Smart properties can support
aging-in-place and improve the quality of life for elderly residents:
Fall Detection & Emergency
Alerts: Wearable devices and motion sensors can detect falls or unusual inactivity, triggering immediate alerts to caregivers or emergency
services.
Health Monitoring: IoT-enabled
health devices (e.g., heart rate, blood pressure, glucose monitors) can provide continuous data to caregivers and healthcare providers.
Reminders & Cognitive
Support: Smart assistants can provide medication reminders, appointment alerts, or daily routines to support memory and independence.
Ease of Use: Voice control,
one-touch emergency buttons, and automated lighting improve accessibility and reduce risks.
*Future-Proofing with Scalable
Smart Infrastructure:*IoT infrastructure is adaptable, allowing integration with AI, robotics, and smart city systems. This prepares
properties to evolve with future technologies and increasing demands for connected, and sustainable living.
| | 7 | | |
*Business and Financial plans*
From 2019 to the present,
ZIML together with its former affiliate, Zenith (PMS) Limited have carried out six construction projects covering 2,638 modules, and small-scale
pilot projects equipped with property management systems powered by IoT technology.
2019-2020:
|
HK Science Park, InnoCell Residential Institution, Hong Kong |
418 MiC units | |
|
Junior Police Permanent Activity Centre & Integrated Youth Training Camp, Hong Kong |
120 MiC units | |
|
Pennys Bay, Lantau Island, Hong Kong |
902 MiC units | |
|
Longhua District, Shenzhen, PRC |
16 MiC units | |
2020-2023:
|
HK University WCH Student Residence, Hong Kong |
980 MiC units | |
|
Lok Ma Chau Loop, Hong Kong |
202 MiC units | |
The Lok Ma Chau Loop project
was the largest MiC-utilized site office currently in use in Hong Kong, marking a significant milestone in the regions adoption
of modular construction.
The Company has not undertaken any MiC projects since 2024, but has
strategically dedicated its efforts to essential groundwork - such as regulatory planning, site selection, and capital to support the
successful rollout of future projects. The Company is currently working to identify cost-effective areas and or engaging in feasibility
discussions with local partners and landowners to assess project viability and strategic alignment in Australia and Hong Kong. The Company
intends to undertake one to two MiC projects in Vancouver and expects to commence such projects within the next 18 months, contingent
upon obtaining the requisite funding.
In January 2025, we began
providing design and management services for a residential property in Hong Kong. We also continued our MiC business development efforts
and the provision of design services management with Zenith (HK). ModuLink is actively exploring potential development projects in Australia,
North America and various parts of Europe. Concurrently, ModuLink InnoTech Limited expects to continue to invest in the research and development
of AWG and IoT technologies, aiming to integrate these cutting-edge innovations into the smart, sustainable homes that the ModuLink group
will build in the future.
We expect our project durations
vary according to contract terms such as size, scope and complexity, and often require few months to several years for completion. At
present, there are no material provisions or conditions identified that would be expected to impact the successful execution of projects
undertaken.
*Australia: Affordable Housing
for Elderly or Retirement Communities*
In Australia, Zenith AY Modular
Buildings Limited and our affiliated company, ModuLink Australia Pty Ltd. are evaluating potential affordable housing projects located
in the New South Wales and Victoria regions targeted at elderly or retired residents. Under this initiative, project-specific joint venture
entities will be established to lead the planning, project financing, sales and promotion of the properties. ModuLink Australia Pty Ltd.
will be responsible for project management and architectural design by leveraging its core expertise in modular construction. Each housing
unit will offer optional integration with ModuLinks proprietary Atmospheric Water Generator (AWG) system for off-grid water supply,
as well as a power storage system for off-grid energy independence. Additionally, the homes will be equipped with embedded IoT devices,
including vital sign monitoring and alert systems, to enhance resident safety and well-being. This project aligns with ModuLinks
commitment to developing sustainable, smart living environments tailored to the needs of vulnerable populations.
| | 8 | | |
We intend to focus on New
South Wales and Victoria regions, where we believe the demand for affordable housing is high. Currently, Zenith AY Modular Buildings Limited
has built a smart modular house in Melbourne to showcase our top-tier design. With respect to our Australia projects, we expect to purchase
building modules designed by us from Chinese manufacturers, source other building components locally and partner with local architects
and sub-contractors to ensure a smooth building process and compliance with local building codes. We believe our projects in Australia
will commence in the coming twelve months. We further expect ModuLink InnoTech Limited to assist in developing custom building management
and AWG solutions for our projects in Australia.
We may pursue one to two property
development or modular integrated construction, or MiC projects from mid-2026 through 2027, subject to market conditions, the availability
of suitable opportunities, land availability, receipt of required approvals and our ability to obtain financing. In connection with these
potential projects, we may also engage in related activities, including land sourcing, pre-development planning, project evaluation and
development management. Based on our current preliminary estimates, we may require approximately US$2.2 million in mid-2026 to support
the initial phase of the first project, and may require additional funding in 2027 to support subsequent projects and related land acquisitions.
The actual amount and timing of any such funding remain uncertain and may differ materially from our current expectations.
*Canada/North America/Parts of Europe:*
**
We are currently engaged in
very preliminary considerations for projects located in these regions. We hope to initiate outreach with local partners as market conditions
and finances permit.
*Implementation Strategies*
We believe that the integration
of MiC with AWG and IoT technologies can provide a comprehensive set of competitive advantages that address critical needs in the construction
industry. From reducing construction times and costs to enhancing sustainability and operational efficiency, these combined technologies
offer a compelling value proposition for developers, investors, and end-users. Leveraging these advantages, we believe we can position
ourselves as one of the leaders in the evolving construction market, driving growth and delivering superior, sustainable building solutions.
Our implementation plan started
with small pilot projects in Hong Kong to test and refine the integration of MiC, AWG and IoT technologies and to optimize processes before
full-scale deployment. In the full integration stage, we expect to standardize processes, materials and components to maximize efficiency
and reduce costs. In the coming 24 months, we expect to focus on the following areas:
*Build Strategic Partnerships
and Technology Integration:* We partner with MiC manufacturers to ensure access to high-quality, prefabricated modules that meet our
design and regulatory standards, and collaborate with AWG technology providers to integrate sustainable water solutions into building
designs. Our technological consultants develop smart building systems, integrating sensors and automation for efficient building management
with IoT technology.
*Market Expansion:*We
intend to target key markets with high demand for sustainable and efficient construction solutions, including urban areas, remote locations,
and regions facing water scarcity. We tailor our marketing strategies to highlight the unique benefits and value propositions of MiC with
AWG and IoT integration. As a start, we built a model house in Melbourne, Australia and expect to extend our market to Sydney Australia,
Canada, North America, and Europe in the coming 24 months.
*Regulatory Compliance and
Standards:*We ensure all construction projects comply with local, national, and international building codes and sustainability standards.
*Performance Monitoring
and Feedback:*We implement robust monitoring systems to track the performance of integrated MiC, AWG, and IoT solutions by gathering
and analyze feedback from clients and occupants to continuously improve product offerings and customer satisfaction.
| | 9 | | |
*Market Opportunity*
**
*Global Modular Construction
Market:*
**
The global modular construction
market was valued at approximately USD 86.4 billion in 2022 and is projected to reach USD 130.7 billion by 2027, growing at a compound
annual growth rate (CAGR) of around 8.5% from 2022 to 2027. Growth is driven by the increasing demand for affordable housing, the need
for faster construction methods, and the rising adoption of sustainable building practices. MiC is particularly popular in urban areas
where rapid construction is needed to meet housing demands.
**
**Source of data:*
**
**Source***: MarketsandMarkets. (2022).
Modular Construction Market by Type, Material, Module, End-Use Sector and Region - Global Forecast to 2027. Retrieved from*https://www.marketsandmarkets.com
*Atmospheric Water Generator
(AWG) Market:*
**
The AWG market is currently
valued at around USD 1.2 billion in 2023 and is expected to grow to USD 2.5 billion by 2030, with a CAGR of approximately 10.2% from 2023
to 2030. This growth is fueled by increasing concerns over water scarcity, the demand for sustainable water solutions, and the need for
clean water in regions with inadequate water infrastructure. AWGs are particularly valuable in arid and semi-arid regions, where traditional
water sources are limited or unreliable.
**
**Source of data:*
**
**Source**: MarketsandMarkets. (2023). *Atmospheric
Water Generator Market by Type, Application, and Region - Global Forecast to 2030*. Retrieved from https://www.marketsandmarkets.com
**
*IoT in the Real Estate
Market:*
**
The global IoT in real estate
market was valued at around USD 25 billion in 2022 and is anticipated to reach USD 84 billion by 2030, with a CAGR of approximately 16%
from 2023 to 2030. The demand for smart buildings is rising due to increased focus on energy efficiency, security, and enhanced occupant
experiences. IoT integration in real estate allows property developers to differentiate themselves by offering advanced, connected environments
that meet the needs of tech-savvy consumers and businesses*.*
**
Based on our analysis above,
we believe that affordable housing in sub-urban areas alongside smart city development is an ideal market for our business in the next
24 months. As a property developer utilizing MiC, AWG, and IoT technologies, the ModuLink group hopes to achieve green building certifications
like LEED and BREEAM, which we believe will appeal to environmentally conscious buyers and investors. There is a significant demand for
affordable and rapidly constructed housing in sub-urban cities. Initially, we plan to build affordable MiC houses with AWG and IoT integration
for elderly residents on the New South Wales and Victoria regions, and fostering a community tailored to their interests and needs.
**
**
**
**
| | 10 | | |
**
**Source of data:*
**
**Source***: Fortune Business Insights.
(2023). Internet of Things (IoT) in Real Estate Market Size, Share & Industry Analysis, By Component, Application, and Region Forecast,
20232030. Retrieved from https://www.fortunebusinessinsights.com*
*Charging Stations for Electric
Vehicles*
**
We are also exploring business
opportunities relating to charging stations of electric vehicles in Hong Kong and the United Kingdom. On January 1, 2025, ModuLink InnoTech
Limited entered into an Agency Cooperation Agreement, pursuant to which ModuLink InnoTech Limited agreed to distribute in Hong Kong and
the United Kingdom certain electric vehicle chargers manufactured by a Chinese manufacturer. The distribution business is in its initial
stages, and we do not expect that there will be significant financial results in 2026. The foregoing description of the Agency Cooperation
Agreement is qualified in its entirety by reference to the Agency Cooperation Agreement which is filed as Exhibit 10.6 to the Registration
Statement on Form 10-12G filed with the Securities and Exchange Commission and are incorporated herein by reference.
*Sales and Marketing*
**
ModuLink provides building
services and project management. Selling MiC smart houses involves a variety of channels and methods to reach potential buyers effectively.
Our key strategies are as follows:
**
*Online Platforms:*We
believe that a strong online presence is crucial. This includes having a user-friendly website, active social media channels, and listings
on real estate websites. High-quality images, videos, and virtual tours can showcase the homes' features and benefits.
**
*Content Marketing:*Sharing
stories through blogs, articles, and social media posts can highlight the advantages of modular homes, such as sustainability, cost-effectiveness,
and modern design. This helps create an emotional connection with potential buyers*.*
**
*Virtual Tours and 3D Renderings:*These tools allow potential buyers to explore different designs and layouts from the comfort of their own homes, providing an immersive
experience that static images cannot match.
**
*Search Engine Optimization
and Online Visibility:*Optimizing website content with relevant keywords, creating quality backlinks, and maintaining an active blog
can enhance online visibility, attracting more traffic and potential leads.
**
*Influencer Collaborations
and Testimonials:*Partnering with influencers in the home design and sustainability sectors can help market modular homes. Testimonials
from satisfied customers can also build trust and credibility.
**
*Traditional Marketing:*While digital marketing is essential, traditional methods like attending home shows, real estate expos, and community events can also
be effective. These venues provide opportunities for face-to-face interactions with potential buyers.
**
*Partnerships with Real
Estate Agents:*Collaborating with real estate agents who specialize in modular homes can help reach a broader audience. Agents can
provide valuable insights and help navigate the buying process.
**
**
**
**
| | 11 | | |
**
*Major Customers*
**
During the years ended December 31, 2025 and 2024,
the following customers accounted for 10% or more of our total net revenues.
|
| |
Year ended December 31, 2025 | |
| |
December 31, 2025 | |
|
Customer | |
Revenues | |
Percentage of revenues | |
| |
Accounts receivable | |
|
An individual customer based in Hong Kong | |
$ | 1,065,210 | | |
| 82% | | |
| |
$ | | | |
|
Zenith (Hong Kong) Engineering Limited (Zenith HK) | |
| 217,949 | | |
| 17% | | |
| |
| | | |
|
Total: | |
$ | 1,283,159 | | |
| 99% | | |
Total: | |
$ | | | |
|
| |
Year ended December 31, 2024 | |
| |
December 31, 2024 | |
|
Customer | |
Revenues | |
Percentage of revenues | |
| |
Accounts receivable | |
|
CRCC - Kwan Lee - Paul Y. JV | |
$ | 114,482 | | |
| 28% | | |
| |
$ | 91,166 | | |
|
Zenith (Hong Kong) Engineering Limited (Zenith HK) | |
| 294,860 | | |
| 72% | | |
| |
| | | |
|
Total: | |
$ | 409,342 | | |
| 100% | | |
Total: | |
$ | 91,166 | | |
All customers are located in Hong Kong.
Except as set forth below, we are not parties to long term agreements with our customers and are retained on a project by project basis.
*Project with CRCC
Kwan Lee Paul Y. JV*
**
In December 2021, the Company
entered into a works order with CRCC - Kwan Lee - Paul Y. Joint Venture for the design and construction of an office space using MiC units
at Lok Ma Chau Loop project, located in Hong Kong. The work scope covered the design, supply, fabricate and installation of the structure,
the fitting out works and building services. The foregoing description of the works orders is qualified in its entirety by reference to
the Works Order contracted which is filed as Exhibit 10.7 to the Registration Statement on Form 10-12G filed with the Securities and Exchange
Commission and are incorporated herein by reference.
*Agreement with Zenith (Hong
Kong) Engineering Limited*
**
ZIML is a party to a design
services management agreement with Zenith HK, dated August 1, 2024, pursuant to which ZIML agreed to provide design technical manpower
services relating to the Sheung Shui Town Lot No. 263 (F0874), Kwu Tung North Podium and Tower project. The total contract sum
for the engagement is HK$4,000,000. The services scope covered the provision of skilled technical personnel, assistance with design development,
planning and coordination activities, and collaboration with Zenith HKs team. The project was completed as scheduled in June 2025.
Zenith HK holds two convertible
promissory notes in the aggregate amount of $132,260 as at December 31, 2025. On February 28, 2025, Zenith HK waived any and all rights
to convert the outstanding principal amount and any accrued but unpaid interest under the two convertible promissory notes into equity
securities of the Company. PUN, Ah Keung is the sole shareholder of Zenith HK. The foregoing description of the Design Services Management
Agreement is qualified in its entirety by reference to the Design Services Management Agreement which is filed as Exhibit 10.8 to the
Registration Statement on Form 10-12G filed with the Securities and Exchange Commission and are incorporated herein by reference.
| | 12 | | |
*Major Suppliers/Contractors*
During the years ended December 31, 2025 and 2024,
the following suppliers/contractors accounted for 10% or more of our total purchases.
|
| |
Year ended December 31, 2025 | |
| |
December 31, 2025 | |
|
Suppliers/Contractors | |
Purchases | |
Percentage of purchases | |
| |
Accounts payable | |
|
Supplier B | |
$ | 591,538 | | |
| 48% | | |
| |
$ | | | |
|
Zenith (PMS) Limited | |
| 470,939 | | |
| 38% | | |
| |
| | | |
|
Total: | |
$ | 1,062,477 | | |
| 86% | | |
Total: | |
$ | | | |
|
| |
Year ended December 31, 2024 | |
| |
December 31, 2024 | |
|
Suppliers/Contractors | |
Purchases | |
Percentage of purchases | |
| |
Accounts payable | |
|
Supplier A | |
$ | 32,043 | | |
| 9% | | |
| |
$ | 32,503 | | |
|
Zenith (PMS) Limited | |
| 245,716 | | |
| 70% | | |
| |
| | | |
|
Total: | |
$ | 277,759 | | |
| 79% | | |
Total: | |
$ | 32,503 | | |
**
Our major suppliers are located
in Hong Kong and Greater China. We are parties to written contracts with our suppliers and vendors with various commercial terms.
*Agreement with Zenith (PMS)
Limited*
**
Zenith (PMS) Limited is a
party to a design and project services agreement with ZIML, dated August 1, 2024. Under this agreement, Zenith (PMS) Limited provides
technical manpower and expertise to support the Companys ongoing projects. The services scope covered provision of skilled
technical personnel, assisting in project planning, design development, and project management activities, collaboration with ZIML team.
TAM, Hin Wah Anthony, our Chairman of the Board, is the director and controlling shareholder of Zenith (PMS) Limited. The foregoing description
of the Design and Project Services Management Agreement is qualified in its entirety by reference to the Design and Project Services Agreement
which is filed as Exhibit 10.9 to the Registration Statement on Form 10-12G filed with the Securities and Exchange Commission and are
incorporated herein by reference.
*Insurance*
We maintain certain insurance
in accordance with customary industry practices in Hong Kong. Under Hong Kong law it is a requirement that all employers in the city must
purchase Employee's Compensation Insurance to cover their liability in the event that their staff suffers an injury or illness during
the normal course of their work. We maintain Employees Compensation Insurance, vehicle insurance and third-party risks insurance
for business purposes. Upon the requisition of developers, we are responsible for professional indemnity and/or employees compensation.
**CORPORATE INFORMATION**
Our principal executive and
registered offices are located at Unit 2, Level 6, Westin Centre, 26 Hung To Road, Kwun Tong, Hong Kong, telephone number +1 888-493-8028.
| | 13 | | |
**INTELLECTUAL PROPERTY AND PATENTS**
We expect to rely on, trade
secrets, copyrights, know-how, trademarks, license agreements and contractual provisions to establish our intellectual property rights
and protect our brand and services. These legal means, however, afford only limited protection and may not adequately protect our rights.
Litigation may be necessary in the future to enforce our intellectual property rights, protect our trade secrets or determine the validity
and scope of the proprietary rights of others. Litigation could result in substantial costs and diversion of resources and management
attention.
In addition, the laws of Hong
Kong and the PRC may not protect our brand and services and intellectual property to the same extent as U.S. laws, if at all. We may be
unable to fully protect our intellectual property rights in these countries.
We have registered our trademark
in Australia and will register in Europe and America as a means of protecting the brand names of our companies and products. We intend
to protect our trademarks against infringement and seek to register design protection where appropriate.
We rely on trade secrets and
unpatentable know-how that we seek to protect, in part, by confidentiality agreements. We expect that, where applicable, we will require
our employees to execute confidentiality agreements upon the commencement of employment with us. We expect these agreements to provide
that all confidential information developed or made known to the individual during the course of the individual's relationship with us
is to be kept confidential and not disclosed to third parties except in specific limited circumstances. The agreements will also provide
that all inventions conceived by the individual while rendering services to us shall be assigned to us as the exclusive property of our
company. There can be no assurance, however, that all persons who we desire to sign such agreements will sign, or if they do, that these
agreements will not be breached, that we would have adequate remedies for any breach, or that our trade secrets or unpatentable know-how
will not otherwise become known or be independently developed by competitors.
**COMPETITION**
We operate in a highly competitive
market that is evolving very quickly with rapid developments. We face competition in the home building industry, which is characterized
by relatively low barriers to entry. Homebuilders compete for, among other things, home buying customers, desirable land parcels, financing,
raw materials, and skilled labor. Increased competition may prevent us from acquiring attractive land parcels on which to build homes,
apartments, townhomes, condominiums, or deliver finished lots, or make such acquisitions more expensive, hinder our market share expansion,
or lead to pressures that may adversely impact on our margins and revenues. Competitors may independently develop land and construct housing
units that are superior or substantially similar to our products and because they are or may be significantly larger, have a longer operating
history, and have greater resources or lower cost of capital than us, may be able to compete more effectively in one or more of the markets
in which we operate or plan to operate. We also compete with other homebuilders that have longer-standing relationships with subcontractors
and suppliers in the markets in which we operate or plan to operate.
The building construction
industry is highly fragmented while the direct competitors in the MiC technology market in which we focus in are in the early phase of
development across America, Europe, Australia and Asia except Greater China. However, we believe in modular construction technology by
leveraging Modular Integrated Construction (MiC), Atmospheric Water Generators (AWG), and Internet of Things (IoT) technology enhanced
by AI would redefine property development. The principal competitive factors in our market include the following:
|
|
|
Rising Demand for Sustainable and Eco-Friendly Buildings | |
|
|
|
Urbanization and the Need for Affordable Housing | |
|
|
|
Advancements in Smart Technology and IoT Adoption | |
|
|
|
Water Scarcity and the Need for Sustainable Water Solutions | |
|
|
|
Efficiency and Cost-Effectiveness of Modular Construction (MiC) | |
|
|
|
Increasing Focus on Health and Wellness in Building Design | |
|
|
|
Technological Advancements and Reduced Costs of IoT and AWG | |
|
|
|
Increased Investment in Smart City Initiatives | |
|
|
|
Growing Popularity of Resilient and Disaster-Proof Infrastructure | |
| | 14 | | |
Although we believe we compete
favorably on the factors described above, we anticipate that larger, more established companies may directly compete with us as we continue
to demonstrate the viability of a local one-stop solution provider. Many of our current and potential competitors have longer operating
histories, significantly greater financial, technical, marketing and other resources, larger product and services offerings, larger customer
base and greater brand recognition. These factors may allow our competitors to benefit from their existing customer or subscriber base
with lower acquisition costs or to respond more quickly than we can to new or emerging technologies and changes in customer requirements.
These competitors may engage in more extensive research and development efforts, undertake more far-reaching marketing campaigns and adopt
more aggressive pricing policies, which may allow them to build a larger customer base or to monetize that base more effectively than
us. Our competitors may develop products or services that are similar to our products and services or that achieve greater market acceptance
than our products and services.
**EMPLOYEES AND CONSULTANTS**
As of the date of this Annual
Report, we have 5 directors, consisting of 3 executive directors and 2 non-executive directors. In addition, we have 3 employees and
engage 6 consultants supporting our engineering, project development, operational management and business development functions. These
employees and consultants are located in Hong Kong, Australia, Canada and Europe.
The following table sets
forth the composition of our employees and consultants:
|
Executive officers | |
| 3 | | |
|
Non-executive officers | |
| 2 | | |
|
Operational Management | |
| 2 | | |
|
Business Development | |
| 7 | | |
|
Total | |
| 14 | | |
We are required to contribute
to the Mandatory Provident Fund (MPF) for all eligible employees in Hong Kong between the ages of eighteen and sixty-five.
We are required to contribute a specified percentage of the participants income based on their ages and wage level. For the years
ended December 31, 2025 and 2024, the MPF contributions by us were $7,032 and $353, respectively. We have not experienced any significant
labor disputes or any difficulties in recruiting staff for our operations.
**GOVERNMENT AND INDUSTRY REGULATIONS**
ModuLink Inc. is a Nevada
corporation with operating businesses located in Hong Kong and extending to our target markets in America, Europe, Australia and Asia.
As such, the parent holding company, ModuLink Inc. is subject to the laws and regulations of the United States of America while our operating
businesses are subject to the laws and regulations of Hong Kong and our target markets, as applicable, including labor, occupational
safety and health, contracts, tort and intellectual property laws.
While Hong Kong currently
operates under a different set of laws from mainland China, there remains a risk that PRC government could reinterpret or apply all or
certain PRC laws to Hong Kong-based companies. Should this occur, our operations may become subject to additional legal and regulatory
requirements under PRC law, including those related to labor, occupational safety and health, contracts, tort, and intellectual property.
We may also become subject to PRC foreign exchange controls, which could affect our ability to convert foreign currency into Renminbi,
pursue acquisitions of PRC companies, establish or maintain variable interest entities (VIEs) in the PRC, or repatriate dividends or other
payments from any future wholly foreign-owned enterprises (WFOEs) in the PRC. Although no such changes have been imposed to date, any
shift in the regulatory landscape could introduce uncertainties for our business and future plans.
| | 15 | | |
*Building Services Regulations*
**
We are subject to numerous
local, state, federal, and other statutes, ordinances, rules, and regulations concerning zoning, development, building design, construction,
and similar matters which impose restrictive zoning and density requirements in order to limit the number of homes that can eventually
be built within the boundaries of a particular area. Projects that are not entitled may be subject to periodic delays, changes in use,
less intensive development, or elimination of development in certain specific areas due to government regulations. We may also be subject
to periodic delays or may be precluded entirely from developing in certain communities due to building moratoriums or slow-growth
or no-growth initiatives that could be implemented in the future. Local and state governments also have broad discretion
regarding the imposition of development fees for projects in their jurisdiction. Projects for which we have received land use and development
entitlements or approvals may still require a variety of other governmental approvals and permits during the development process and can
also be impacted adversely by unforeseen health, safety, and welfare issues, which can further delay these projects or prevent their development.
We are also subject to a variety
of local, state, federal, and other statutes, ordinances, rules, and regulations concerning the environment. The particular environmental
laws which apply to any given construction site vary according to the sites location, its environmental conditions, and the present
and former uses of the site, as well as adjoining properties. Environmental laws and conditions may result in delays, may cause us to
incur substantial compliance and other costs, and can prohibit or severely restrict homebuilding activity in environmentally sensitive
regions or areas. From time to time, the Environmental Protection Agency (the EPA) and similar federal or state agencies
review homebuilders compliance with environmental laws and may levy fines and penalties for failure to strictly comply with applicable
environmental laws or impose additional requirements for future compliance as a result of past failures. Any such actions imposed on us
may increase our costs. Environmental regulations can also have an adverse impact on the availability and price of certain raw materials
such as lumber.
Under various environmental
laws, current or former owners of real estate, as well as certain other categories of parties, may be required to investigate and remediate
hazardous or toxic substances or petroleum product releases and may be held liable to a governmental entity or to third parties for property
damage and for investigation and remediation costs incurred by such parties in connection with the contamination. In addition, in those
cases where an endangered species is involved, environmental rules and regulations can result in the elimination of development in identified
environmentally sensitive areas. To date, we have never experienced a significant environmental issue.
*Employment Ordinance*
**
*Hong Kong*
**
The Employment Ordinance is
the main piece of legislation governing conditions of employment in Hong Kong since 1968. It covers a comprehensive range of employment
protection and benefits for employees, including Wage Protection, Rest Days, Holidays with Pay, Paid Annual Leave, Sickness Allowance,
Maternity Protection, Statutory Paternity Leave, Severance Payment, Long Service Payment, Employment Protection, Termination of Employment
Contract, Protection Against Anti-Union Discrimination. In addition, every employer must take out employees compensation insurance
to protect the claims made by employees in respect of accidents occurred during the course of their employment.
An employer must also comply
with all legal obligations under the Mandatory Provident Fund Schemes Ordinance, (CAP485). These include enrolling all qualifying employees
in MPF schemes and making MPF contributions for them. Except for exempt persons, employer should enroll both full-time and part-time employees
who are at least 18 but under 65 years of age in an MPF scheme within the first 60 days of employment. The 60-day employment rule does
not apply to casual employees in the construction and catering industries. Pursuant to the said Ordinance, we are required to make MPF
contributions for our Hong Kong employees once every contribution period (generally the wage period within 1 month). Employers and employees
are each required to make regular mandatory contributions of 5% of the employees relevant income to an MPF scheme, subject to the
minimum and maximum relevant income levels. For a monthly-paid employee, the minimum and maximum relevant income levels are HKD7,100 and
HKD30,000 respectively.
| | 16 | | |
*China*
Depending on future regulatory
developments, we may become subject to PRC laws applicable to businesses in general, including those related to labor, occupational safety,
contracts, torts, and intellectual property. We may also face restrictions under PRC foreign exchange regulations, which could limit our
ability to convert foreign currency into Renminbi, acquire mainland entities, or make dividend or other payments of cash to MDLK.
****
**Regulations in the PRC**
****
Currently, our group does
not have any subsidiaries or operations in the PRC. However, in the event that we establish PRC-based subsidiaries, expand our operations
to the PRC, or become otherwise subject to PRC regulations due to Chinas future regulatory developments, we may become subject
to various laws and regulations that generally apply to our PRC businesses.
****
**PRC Tax Regulations**
*Enterprise Income Tax*
The EIT Law was promulgated
by the Standing Committee of the National Peoples Congress on March16, 2007 and became effective on January1, 2008,
and was later amended on February24, 2017. The Implementation Rules of the EIT Law (the Implementation Rules) were
promulgated by the State Council on December6, 2007 and became effective on January1, 2008. According to the EIT Law and the
Implementation Rules, enterprises are divided into resident enterprises and non-resident enterprises. Resident enterprises shall pay enterprise
income tax on their incomes obtained in and outside the PRC at the rate of 25%. Non-resident enterprises setting up institutions in the
PRC shall pay enterprise income tax on the incomes obtained by such institutions in and outside the PRC at the rate of 25%. Non-resident
enterprises with no institutions in the PRC, and non-resident enterprises whose incomes having no substantial connection with their institutions
in the PRC, shall pay enterprise income tax on their incomes obtained in the PRC at a reduced rate of 10%.
The Arrangement between the
PRC and Hong Kong Special Administrative Region for the Avoidance of Double Taxation the Prevention of Fiscal Evasion with respect to
Taxes on Income (the Arrangement) was promulgated by the State Administration of Taxation (SAT) on August21,
2006 and came into effect on December8, 2006. According to the Arrangement, a company incorporated in Hong Kong will be subject
to withholding tax at the lower rate of 5% on dividends it receives from a company incorporated in the PRC if it holds a 25% interest
or more in the PRC company. The Notice on the Understanding and Identification of the Beneficial Owners in the Tax Treaty(the Notice)
was promulgated by SAT and became effective on October27, 2009. According to the Notice, a beneficial ownership analysis will be
used based on a substance-over-form principle to determine whether or not to grant tax treaty benefits.
In April2009, the Ministry
of Finance, or MOF, and SAT jointly issued the Notice on Issues Concerning Process of Enterprise Income Tax in Enterprise Restructuring
Business, or Circular59. In December2009, SAT issued the Notice on Strengthening Administration of Enterprise Income Tax for
Share Transfers by Non-PRC Resident Enterprises, or Circular698. Both Circular59 and Circular698 became effective retroactively
as of January2008. In February2011, SAT issued the Notice on Several Issues Regarding the Income Tax of Non-PRC Resident Enterprises,
or SAT Circular24, effective April2011. By promulgating and implementing these circulars, the PRC tax authorities have enhanced
their scrutiny over the direct or indirect transfer of equity interests in a PRC resident enterprise by a non-resident enterprise.
Under Circular 698, where
a non-resident enterprise conducts an indirect transfer by transferring the equity interests of a PRC resident enterprise
indirectly by disposing of the equity interests of an overseas holding company, the non-resident enterprise, being the transferor, may
be subject to PRC enterprise income tax, if the indirect transfer is considered to be an abusive use of company structure without reasonable
commercial purposes. As a result, gains derived from such indirect transfer may be subject to PRC tax at a rate of up to 10%. Circular
698 also provides that, where a non-PRC resident enterprise transfers its equity interests in a PRC resident enterprise to its related
parties at a price lower than the fair market value, the relevant tax authority has the power to make a reasonable adjustment to the taxable
income of the transaction.
| | 17 | | |
In February 2015, the SAT
issued Circular 7 to replace the rules relating to indirect transfers in Circular 698. Circular 7 has introduced a new tax regime that
is significantly different from that under Circular 698. Circular 7 extends its tax jurisdiction to not only indirect transfers set forth
under Circular 698 but also transactions involving transfer of other taxable assets, through the offshore transfer of a foreign intermediate
holding company. In addition, Circular 7 provides clearer criteria than Circular 698 on how to assess reasonable commercial purposes and
has introduced safe harbors for internal group restructurings and the purchase and sale of equity through a public securities market.
Circular 7 also brings challenges to both the foreign transferor and transferee (or other person who is obligated to pay for the transfer)
of the taxable assets. Where a non-resident enterprise conducts an indirect transfer by transferring the taxable assets
indirectly by disposing of the equity interests of an overseas holding company, the non-resident enterprise being the transferor, or the
transferee, or the PRC entity which directly owned the taxable assets may report to the relevant tax authority such indirect transfer.
Using a substance over form principle, the PRC tax authority may disregard the existence of the overseas holding company
if it lacks a reasonable commercial purpose and was established for the purpose of reducing, avoiding or deferring PRC tax. As a result,
gains derived from such indirect transfer may be subject to PRC enterprise income tax, and the transferee or other person who is obligated
to pay for the transfer is obligated to withhold the applicable taxes, currently at a rate of 10% for the transfer of equity interests
in a PRC resident enterprise.
On October17, 2017,
the SAT issued a Notice Concerning Withholding Income Tax of Non-Resident Enterprise, or SAT Notice No.37, which abolishes Circular
698 and certain provisions of Circular 7. SAT Notice No.37 reduces the burden of the withholding obligator, such as revocation of
contract filing requirements and tax liquidation procedures, strengthens the cooperation of tax authorities in different places, and clarifies
the calculation of tax payable and mechanism of foreign exchange.
*Value-added Tax*
**
Pursuant to the Provisional
Regulations on Value-added Tax of the PRC, or the VAT Regulations, which were promulgated by the State Council on December 13, 1993, took
effect on January 1, 1994, and were amended on November 10, 2008, February 6, 2016, and November 19, 2017, respectively, and the Rules
for the Implementation of the Provisional Regulations on Value-added Tax of the PRC, which were promulgated by the MOF on December 25,
1993, and were amended on December 15, 2008, and October 28, 2011, respectively, entities and individuals that sell goods or labor services
of processing, repair or replacement, sell services, intangible assets, or immovables, or import goods within the territory of the Peoples
Republic of China are taxpayers of value-added tax.The VAT rate is 17% for taxpayers selling goods, labor services, or tangible
movable property leasing services or importing goods, except otherwise specified; 11% for taxpayers selling services of transportation,
postal, basic telecommunications, construction and lease of immovable, selling immovable, transferring land use rights, selling and importing
other specified goods including fertilizers; 6% for taxpayers selling services or intangible assets.
**
According to the Notice on
the Adjustment to the Value-added Tax Rates issued by the SAT and the MOF on April 4, 2018, where taxpayers make VAT taxable sales or
import goods, the applicable tax rates shall be adjusted from 17% to 16% and from 11% to 10%, respectively. Subsequently, the Notice on
Policies for Deepening Reform of Value-added Tax was issued by the SAT, the MOF and the General Administration of Customs on March 30,
2019 and took effective on April 1, 2019, which further adjusted the applicable tax rate for taxpayers making VAT taxable sales or importing
goods. The applicable tax rates shall be adjusted from 16% to 13% and from 10% to 9%, respectively.
**
*Dividend Withholding Tax*
The Enterprise Income Tax
Law provides that since January1, 2008, an income tax rate of 10% will normally be applicable to dividends declared to non-PRC resident
investors that do not have an establishment or place of business in the PRC, or that have such establishment or place of business but
the relevant income is not effectively connected with the establishment or place of business, to the extent such dividends are derived
from sources within the PRC.
| | 18 | | |
**PRC Laws and Regulations on Employment and
Social Welfare**
**
*Labor Law of the PRC*
Pursuant to the Labor Law
of the PRC, which was promulgated by the Standing Committee of the NPC on July5, 1994 with an effective date of January1,
1995 and was last amended on August27, 2009 and the Labor Contract Law of the PRC, which was promulgated on June29, 2007,
became effective on January1, 2008 and was last amended on December28, 2012, with the amendments coming into effect on July
1, 2013, enterprises and institutions shall ensure the safety and hygiene of a workplace, strictly comply with applicable rules and standards
on workplace safety and hygiene in China, and educate employees on such rules and standards. Furthermore, employers and employees shall
enter into written employment contracts to establish their employment relationships. Employers are required to inform their employees
about their job responsibilities, working conditions, occupational hazards, remuneration and other matters with which the employees may
be concerned. Employers shall pay remuneration to employees on time and in full accordance with the commitments set forth in their employment
contracts and with the relevant PRC laws and regulations. Our Hong Kong subsidiaries are not currently subject to PRC labor and
social insurance laws and regulations, and instead are subject to the laws and regulations of Hong Kong.
*Social Insurance and Housing Fund*
Pursuant to theSocial
Insurance Law of the PRC, which was promulgated by the Standing Committee of the NPC on October28, 2010 and became effective on
July1, 2011, employers in the PRC shall provide their employees with welfare schemes covering basic pension insurance, basic medical
insurance, unemployment insurance, maternity insurance, and occupational injury insurance. Our Hong Kong subsidiary has not deposited
the social insurance fees in full for all the employees in compliance with the relevant regulations. We may be ordered by the social security
premium collection agency to make or supplement contributions within a stipulated period, and shall be subject to a late payment fine
computed from the due date at the rate of 0.05% per day; where payment is not made within the stipulated period, the relevant administrative
authorities shall impose a fine ranging from one to three times the amount of the amount in arrears. Our Hong Kong subsidiary has not
deposited the social insurance fees as required by relevant regulations.
In accordance with the Regulations
on Management of Housing Provident Fund, which were promulgated by the State Council on April3, 1999 and last amended on March24,
2002, employers must register at the designated administrative centers and open bank accounts for depositing employees housing
funds. Employers and employees are also required to pay and deposit housing funds, with an amount no less than 5% of the monthly average
salary of the employee in the preceding year in full and on time. Our subsidiaries have not registered at the designated administrative
centers nor opened bank accounts for depositing employees housing funds. They also have not deposited employees housing
funds. Our subsidiaries may be ordered by the housing provident fund management center to complete the registration formalities, open
bank accounts, make the payment and deposit within a prescribed time limit if they become subject to PRC laws. Failing to register or
open bank accounts at the expiration of the time limit could result in fines of not less than RMB 10,000 nor more than RMB 50,000. And
an application may be made to a peoples court for compulsory enforcement if payment and deposit has not been made after the expiration
of the time limit.
**PRC Regulations Relating to Foreign Exchange**
****
*General Administration of Foreign Exchange*
The principal regulation governing
foreign currency exchange in the PRC is theAdministrative Regulations of the PRC on Foreign Exchange(the Foreign Exchange
Regulations), which were promulgated on January29, 1996, became effective on April1, 1996 and were last amended on
August5, 2008. Under these rules, Renminbi is generally freely convertible for payments of current account items, such as trade-
and service-related foreign exchange transactions and dividend payments, but not freely convertible for capital account items, such as
capital transfer, direct investment, investment in securities, derivative products or loans unless prior approval by competent authorities
for the administration of foreign exchange is obtained. Under the Foreign Exchange Regulations, foreign-invested enterprises in the PRC
may purchase foreign exchange without the approval of SAFE to pay dividends by providing certain evidentiary documents, including board
resolutions, tax certificates, or for trade- and services-related foreign exchange transactions, by providing commercial documents evidencing
such transactions.
| | 19 | | |
*Circular No. 37 and Circular No. 13*
**
Circular 37 was released by
SAFE on July4, 2014 and abolished Circular 75 which had been in effect since November1, 2005. Pursuant to Circular 37, a PRC
resident should apply to SAFE for foreign exchange registration of overseas investments before it makes any capital contribution to a
special purpose vehicle, or SPV, using his or her legitimate domestic or offshore assets or interests. SPVs are offshore enterprises directly
established or indirectly controlled by domestic residents for the purpose of investment and financing by utilizing domestic or offshore
assets or interests they legally hold. Following any significant change in a registered offshore SPV, such as capital increase, reduction,
equity transfer or swap, consolidation or division involving domestic resident individuals, the domestic individuals shall amend the registration
with SAFE. Where an SPV intends to repatriate funds raised after completion of offshore financing to the PRC, it shallcomply with
relevant PRC regulations on foreign investment and foreign debt management. A foreign-invested enterprise established through return investment
shall complete relevant foreign exchange registration formalities in accordance with the prevailing foreign exchange administration regulations
on foreign direct investment and truthfully disclose information on the actual controller of its shareholders.
If any shareholder who is
a PRC resident (as determined by the Circular No. 37) holds any interest in an offshore SPV and fails to fulfil the required foreign exchange
registration with the local SAFE branches, the PRC subsidiaries of that offshore SPV may be prohibited from distributing their profits
and dividends to their offshore parent company or from carrying out other subsequent cross-border foreign exchange activities. The offshore
SPV may also be restricted in its ability to contribute additional capital to its PRC subsidiaries. Where a domestic resident fails to
complete relevant foreign exchange registration as required, fails to truthfully disclose information on the actual controller of the
enterprise involved in the return investment or otherwise makes false statements, the foreign exchange control authority may order them
to take remedial actions, issue a warning, and impose a fine of less than RMB 300,000 on an institution or less than RMB 50,000 on an
individual.
Circular 13 was issued by
SAFE on February13, 2015, and became effective on June1, 2015. Pursuant to Circular 13, a domestic resident who makes a capital
contribution to an SPV using his or her legitimate domestic or offshore assets or interests is no longer required to apply to SAFE for
foreign exchange registration of his or her overseas investments. Instead, he or she shall register with a bank in the place where the
assets or interests of the domestic enterprise in which he or she has interests are located if the domestic resident individually seeks
to make a capital contribution to the SPV using his or her legitimate domestic assets or interests; or he or she shall register with a
local bank at his or her permanent residence if the domestic resident individually seeks to make a capital contribution to the SPV using
his or her legitimate offshore assets or interests.
We cannot assure that our
PRC beneficial shareholders have completed registrations in accordance with Circular 37.
*Circular 19 and Circular 16*
**
Circular 19 was promulgated
by SAFE on March30, 2015, and became effective on June1, 2015. According to Circular 19, the foreign exchange capital in the
capital account of foreign-invested enterprises, meaning the monetary contribution confirmed by the foreign exchange authorities or the
monetary contribution registered for account entry through banks, shall be granted the benefits of Discretional Foreign Exchange Settlement
(Discretional Foreign Exchange Settlement). With Discretional Foreign Exchange Settlement, foreign capital in the capital
account of a foreign-invested enterprise for which the rights and interests of monetary contribution have been confirmed by the local
foreign exchange bureau, or for which book-entry registration of monetary contribution has been completed by the bank, can be settled
at the bank based on the actual operational needs of the foreign-invested enterprise. The allowed Discretional Foreign Exchange Settlementpercentage
of the foreign capital of a foreign-invested enterprise has been temporarily set to be 100%. The Renminbi converted from the foreign capital
will be kept in a designated account and if a foreign-invested enterprise needs to make any further payment from such account, it will
still need to provide supporting documents and to complete the review process with its bank.
**
**
**
**
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**
Furthermore, Circular 19 stipulates
that foreign-invested enterprises shall make bona fide use of their capital for their own needs within their business scopes. The capital
of a foreign-invested enterprise and the Renminbi it obtained from foreign exchange settlement shall not be used for the following purposes:
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directly or indirectly used for expenses related to the purchase of real estate that is not for self-use (except for foreign-invested real estate enterprises). | |
Circular 16 was issued by SAFE on June9,
2016. Pursuant to Circular 16, enterprises registered in the PRC may also convert their foreign debts from foreign currency to Renminbi
on a self-discretionary basis. Circular 16 provides an integrated standard for conversion of foreign exchange capital items (including
but not limited to foreign currency capital and foreign debts) on a self-discretionary basis applicable to all enterprises registered
in the PRC. Circular 16 reiterates the principle that an enterprises Renminbi capital converted from foreign currency-denominated
capital may not be directly or indirectly used for purposes beyond its business scope or purposes prohibited by PRC laws or regulations,
and such converted Renminbi capital shall not be provided as loans to non-affiliated entities.
PRC subsidiaries' distributions
to their offshore parents are required to comply with the requirements as described above.
While there are currently
no such restrictions on foreign exchange and our ability to transfer cash or assets between MDLK and our Hong Kong subsidiaries, there
can be no assurance that future developments in PRC laws and regulations will not result in new restrictions and limitations on our ability
to transfer funds or assets. Should such regulations affect our operations, our cash or assets in Hong Kong might become inaccessible.
Furthermore, should new restrictions be imposed on MDLK or its subsidiaries regarding the transfer or distribution of cash within the
organization, we may encounter limitations or prohibition on making transfers or distributions to entities outside of mainland China and
Hong Kong.
**PRC Share Option Rules**
Under the Administration Measures
on Individual Foreign Exchange Control issued by the PBOC on December 25, 2006, all foreign exchange matters involved in employee share
ownership plans and share option plans in which PRC citizens participate require approval from SAFE or its authorized branch. Pursuant
to SAFE Circular 37, PRC residents who participate in share incentive plans in overseas non-publicly-listed companies may submit applications
to SAFE or its local branches for the foreign exchange registration with respect to offshore special purpose companies. In addition, under
the Notices on Issues concerning the Foreign Exchange Administration for Domestic Individuals Participating in Share Incentive Plans of
Overseas Publicly-Listed Companies, or the Share Option Rules, issued by SAFE on February 15, 2012, PRC residents who are granted shares
or share options by companies listed on overseas stock exchanges under share incentive plans are required to (i) register with SAFE or
its local branches, (ii) retain a qualified PRC agent, which may be a PRC subsidiary of the overseas listed company or another qualified
institution selected by the PRC subsidiary, to conduct the SAFE registration and other procedures with respect to the share incentive
plans on behalf of the participants, and (iii) retain an overseas institution to handle matters in connection with their exercise of share
options, purchase and sale of shares or interests and funds transfers.
| | 21 | | |
**PRC Regulation of Dividend Distributions**
The principal laws, rules
and regulations governing dividend distributions by foreign-invested enterprises in the PRC are the Company Law of the PRC, as amended,
the Wholly Foreign-owned Enterprise Law and its implementation regulations, the Chinese-foreign Cooperative Joint Venture Law and its
implementation regulations, and the Chinese-foreign Equity Joint Venture Law and its implementation regulations. Under these laws, rules
and regulations, foreign-invested enterprises may pay dividends only out of their accumulated profit, if any, as determined in accordance
with PRC accounting standards and regulations. Both PRC domestic companies and wholly-foreign owned PRC enterprises are required to set
aside a general reserve of at least 10% of their after-tax profit, until the cumulative amount of such reserve reaches 50% of their registered
capital. A PRC company is not permitted to distribute any profits until any losses from prior fiscal years have been offset. Profits retained
from prior fiscal years may be distributed together with distributable profits from the current fiscal year.
****
**REPORTS TO SECURITY HOLDERS**
Upon the effective date of
our Registration Statement on Form 10-12G filed with the Securities and Exchange Commission, we have become subject to the informational
requirements of the Securities Exchange Act of 1934, as amended, and accordingly, will file current and periodic reports, proxy statements
and other information with the Securities and Exchange Commission, or the Commission. Information that the Company previously publicly
disclosed was made through the OTC Disclosure and News Service and are available on the OTC Markets Groups website at www.otcmarkets.com.
With respect to disclosures filed or furnished to the Commission, you may obtain copies of our prior and future reports from the Commissions
Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549, or on the SEC's website, at www.sec.gov. You may obtain information
on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
**Item 1A.** **Risk Factors**.
**
*The following information
sets forth risk factors that could cause our actual results to differ materially from those contained in forward-looking statements we
have made in this Annual Report and those we may make from time to time. You should carefully consider the risks described below, in
addition to the other information contained in this Annual Report, before making an investment decision. Our business, financial condition
or results of operations could be harmed by any of these risks. The risks and uncertainties described below are not the only ones we
face. Additional risks not presently known to us or other factors not perceived by us to present significant risks to our business at
this time also may impair our business operations.*
**Risks Related to Our Business and Industry**
**We have not yet begun
generating significant revenue as our business of building properties through the use of modular integrated construction technology (MiC),
embedded with atmospheric water generators (AWG), together with a property management system powered by internet of things
technology (IoT), is at a development stage that is dependent upon the financial support of our stockholders to finance
our operations. Further, our financial statements have been prepared assuming that we will continue as a going concern. As such, we are
dependent upon the continued support of our insiders to continue operations.**
****
We have not yet begun generating
significant revenues and are dependent upon the continued support of our majority shareholders to continue operations. Our financial statements
have been prepared assuming that we will continue as a going concern. Our continuation as a going concern is dependent upon improving
our profitability and the continuing financial support from our stockholders. If our assumption regarding profitability or the continued
support of our stockholders is not valid, we may not be able to pursue our business plan or continue operations as planned, which may
materially and adversely affect our financial condition and results of operations. Further, the value of your securities may be significantly
and adversely affected or become worthless.
| | 22 | | |
**We have substantial customer concentration,
with two customers accounting for all of our 2025 revenues.**
We currently derive all of
our revenues from two customers based in Hong Kong, each of which accounted 82% and 17% of our revenues in fiscal 2025. In fiscal 2024,
two customers accounted for 72% and 28% of our revenues. There are inherent risks whenever a large percentage of total revenues are concentrated
with a limited number of customers. It is not possible for us to predict the future level of demand for our services that will be generated
by these customers or the future demand for the products and services of these customers in the end-user marketplace. In addition, revenues
from two customers,may fluctuate from time to time based on the commencement and completion of projects, the timing of which may
be affected by market conditions or other facts, some of which may be outside of our control. Further, some of our contracts with these
larger customers permit them to terminate our services at any time (subject to notice and certain other provisions). If any of these
customers experience declining or delayed sales due to market, economic or competitive conditions, we could be pressured to reduce the
prices we charge for our services which could have an adverse effect on our margins and financial position, and could negatively affect
our revenues and results of operations and/or trading price of our common stock.We are not parties to long term contracts
with these two customers. If either of these two customers terminates our services, such termination will materially and significantly
affect our revenues and results of operations and/or trading price of our common stock.
****
**We cannot assure you
that our current business plan will be successful as initiation of our property development projects require significant upfront financing.**
****
We cannot guarantee the success
of our current business strategy. The initiation of our property development projects is heavily reliant on securing adequate funding
to cover the upfront costs of land acquisition and procuring modular integrated units from manufacturers. While these initial investments
are dependent on secured funding, the ongoing construction expenses are expected to be financed through pre-sale deposits. However, the
timing and revenue generated from property sales remain challenging to forecast, as they are influenced by market conditions and other
external factors. Our business plan is subject to modifications over time, driven by fluctuations in real estate market dynamics, economic
trends, the availability and cost of capital, and potential changes in legislation.
**We are susceptible to
consumer demand risk.**
**
Adverse conditions in our
target markets or nationally could be caused or worsened by factors outside of our control, including slow or negative economic growth,
sustained elevated mortgage interest rates and inflation, and various other macroeconomic as well as geopolitical concerns, such as military
conflicts in Ukraine and the Middle East, and the U.S. federal governments financial and regulatory stability with the recent significant
increase in import tariffs. Among other impacts, a severe or sustained economic contraction or stagflation around the globe may trigger
a rise in home sales contract cancellations. In addition, these conditions, along with heightened competition from other homebuilders
and sellers and landlords of existing homes may lead us to reduce our home selling prices or offer other concessions to attract or retain
buyers, negatively affecting our revenues and margins and, to the extent the concessions we offer are not sufficient to attract and retain
buyers, our net orders.
**We are not parties to
long term contracts with our clients and operate on a project by project basis. As a result, historical results of operations are not
indicative of our future performance or prospects.**
****
Our construction services
and property development projects are unique and project-specific, and we are engaged on a project by project basis. Customers are not
parties to on-going contracts and there is no assurance that the Company can retain customers. For these reasons, we believe that our
results of operations during the periods presented in this Annual Report are not comparable. Moreover, the historical financial information
included in this Annual Report may not be indicative of our future performance or prospects. There can be no assurance that we will be
able to achieve similar growth trend of our business in our home markets and/or the international markets where the business, regulatory
and customer landscapes may differ significantly from Hong Kong. As such, our past historical results of operations may not be indicative
of our future performance or prospects.
**We rely on third-party
manufacturers and partners for critical components, and any interruptions in the provision of products provided by these third parties
may impair our ability to deliver properties to our clients.**
We depend on third-party providers
for various critical components of our property development projects, such as the manufacturing of modular integrated units and our proprietary
atmospheric water generators. These elements are fundamental to our deliverables, and reliance on third parties exposes us to elevated
operational risks. As we do not oversee the manufacturing processes of these external providers, there is a possibility that they may
fail to supply the required modular integrated units to the expected standards or encounter unforeseen challenges. In such scenarios,
securing suitable alternatives promptly, efficiently, and under favorable terms could prove challenging or even impossible. This could
result in disruptions to our operations, financial losses, costs associated with addressing deficiencies, diminished customer satisfaction,
damage to our reputation, legal or regulatory liabilities, or other adverse effects that may significantly impact our business.****
****
****
****
****
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****
**We may face construction
services shortages which may adversely affect our ability to deliver modular units.**
****
Though our critical components
modular integrated units are manufacturing in the factory, we rely on a network of local workers to perform limited installation and interfacing
services. However, our industry and the Hong Kong and Australian economies have experienced labor shortages, as well as delays with respect
to state and municipal construction permitting, inspections and utility processes. Such constraints, cost pressures and delays have increased
our costs, reduced our revenues, and in some instances, led to home sales contract cancellations or lower customer satisfaction.
**We are subject to warranty
risks.**
Our property development business
is subject to warranty and construction defect claims.Due to our dependence on the performance of independent third party manufacturers
and contractors to provide products and materials and carry out certain homebuilding activities, inherent uncertainties, including obtaining
recoveries from responsible parties and/or their or our insurers, our recorded warranty and other liabilities may be inadequate to address
future claims, which, among other things, could require us to record charges to increase such liabilities. We may also record charges
to reflect our then-current claims experience, including the actual costs incurred. Home warranty and other construction defect
issues may also generate negative publicity, including on social media and the internet, that detracts from our reputation and efforts
to sell homes.
**We are subject to legal
and compliance risks.**
Our operations are subject
to myriad legal and regulatory requirements, which can delay our operational activities, raise our costs and/or prohibit or restrict homebuilding
in some areas. These requirements often provide broad discretion to government authorities, and they could be interpreted or revised in
ways unfavorable to us. The costs to comply, or associated with any noncompliance, are, or can be, significant and variable from period
to period. With respect to environmental laws, in addition to the risks and potential operational costs discussed above, we have been,
and we may in the future be, involved in federal, state and local air and water quality agency investigations or proceedings for potential
noncompliance with their rules, including rules governing discharges of materials into the air and waterways; stormwater discharges from
community sites; and wetlands and listed species habitat protection. We could incur penalties and/or be restricted from developing or
building at certain community locations during or as a result of such agencies investigations or findings.
Additionally, we are involved
in legal, arbitral or regulatory proceedings or investigations incidental to our business, the outcome or settlement of which could result
in material claims, losses, monetary damage awards, penalties, or other direct or indirect payments recorded against our earnings, or
injunctions, consent decrees or other voluntary or involuntary restrictions or adjustments to our business operations or practices. Any
adverse results could be beyond our expectations, insurance coverage and/or accruals at particular points in time. Unfavorable outcomes,
as well as unfavorable investor, analyst or news reports related to our industry, company, personnel, governance or operations, may also
generate negative publicity, including on social media and the internet, damaging our reputation and resulting in the loss of customers
or revenues. We may also face similar reputational impacts if our sustainability initiatives or objectives and/or our social or governance
practices do not meet the standards set by investors or third-party rating services. Low third-party ratings could result in our common
stock not being recommended for or selected by investors with certain mandates or priorities.
**We are subject to risks
arising from guarantees provided to related parties.**
We may be required to make
payments under a corporate guarantee provided in connection with a related party, which could adversely affect our financial condition
and liquidity.
As of December 31, 2025, our
subsidiary has provided a corporate guarantee to a bank in connection with general banking facilities granted to both the subsidiary and
a related company wholly owned by our controlling shareholder and director, Mr. Tam Hin Wah Anthony. The maximum exposure under this guarantee
is approximately $1.91 million.
This guarantee represents
a contingent obligation, as we may be required to perform under the guarantee in the event that the related company defaults on its obligations
to the lending bank. While no liability has been recognized in our consolidated financial statements as management currently believes
that payment under the guarantee is not probable, there can be no assurance that the guarantee will not be called in the future.
If the guarantee is triggered, we may be required to make payments
of up to the guaranteed amount, which could have a material adverse effect on our financial condition, liquidity, and results of operations.
In addition, because the guarantee relates to a related party, any deterioration in the financial condition of such related party may
increase the likelihood that the guarantee will be called.
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**If we are unable to
protect the confidentiality of our trade secrets, our business and competitive position would be harmed.**
We may rely on trade secrets,
including unpatented know-how, technology and other proprietary information, to maintain our competitive position. However, trade secrets
are difficult to protect. We limit disclosure of such trade secrets where possible but we also seek to protect these trade secrets, in
part, by entering into non-disclosure and confidentiality agreements with parties who do have access to them, such as our employees, contract
manufacturers, consultants, advisors and other third parties. Despite these efforts, any of these parties may breach the agreements and
may unintentionally or willfully disclose our proprietary information, including our trade secrets, and we may not be able to obtain adequate
remedies for such breaches. Enforcing a claim that a party illegally disclosed or misappropriated a trade secret is difficult, expensive
and time-consuming, and the outcome is unpredictable. In addition, some courts inside and outside the United States are less willing or
unwilling to protect trade secrets. Moreover, if any of our trade secrets were to be lawfully obtained or independently developed by a
competitor, we would have no right to prevent them, or those to whom they communicate it, from using that technology or information to
compete with us. If any of our trade secrets were to be disclosed to or independently developed by a competitor, our competitive position
would be harmed.
**We are also subject
to other risks and uncertainties that affect many other businesses, including:**
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increasing costs, the volatility of costs and funding requirements and other legal mandates for employee benefits, especially pension and healthcare benefits; | |
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the increasing costs of compliance with federal, state and foreign governmental agency mandates (including the Foreign Corrupt Practices Act) and defending against inappropriate or unjustified enforcement or other actions by such agencies; | |
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the impact of any international conflicts on the U.S. and global economies in general, the transportation industry or us in particular, and what effects these events will have on our costs or the demand for our products; | |
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any impacts on our business resulting from new domestic or international government laws and regulation; | |
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market acceptance of our products and growth initiatives; | |
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the impact of technology developments on our products and on demand for our products; | |
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governmental under-investment in transportation infrastructure, which could increase our costs and adversely impact our construction schedule due to traffic congestion or sub-optimal routing of our vehicles; | |
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widespread outbreak of an illness or any other communicable disease, or any other public health crisis; | |
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availability of financing on terms acceptable to our ability to maintain our current credit ratings, especially given the capital intensity of our operations. | |
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our ability to attract, maintain, and grow our customer base and engage our customers; | |
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pricing for our products and services; | |
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our ability to diversify and grow our revenue; | |
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changes in macroeconomic conditions, political and legal environments; | |
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adverse legal proceedings or regulatory enforcement actions, judgments, settlements, or other legal proceeding and enforcement-related costs; | |
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our ability to attract and retain talent; and | |
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our ability to compete with our competitors. | |
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**Risks Related to Our Finances and Capital Requirements**
**We will need additional
funding and may be unable to raise capital when needed, which would force us to delay any property development projects or land parcels
acquisitions.**
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Our business plan contemplates
the commencement of property development projects in Australia, and, as business permits, in Canada and Europe. With respect to property
developments located outside of Hong Kong, we will need to seek financing to purchase of land parcels in these targeted regions. While
we currently have no commitments or agreements relating to any of these types of transactions, we do not generate sufficient revenue from
operations to finance new projects in our target markets. We expect to finance such future cash needs through public or private equity
offerings, debt financings, corporate collaboration arrangements, or project financing from financial institutions. However, outside financing
may be unavailable because of tight or volatile capital or financial market conditions may hinder our ability to obtain external financing,
costly and / or considerably dilute stockholders. We cannot be certain that additional funding will be available on acceptable terms,
or at all. If adequate funds are not available, we may be required to delay, reduce the scope of or eliminate one or more of our property
development projects.
**Raising additional capital
may cause a dilution of ownership interests to our existing stockholders or restrict our operations.**
Until such time, if ever,
as we can generate substantial revenue, we expect to finance our cash needs through a combination of equity offerings, debt financings,
and development agreements in connection with any collaborations. To the extent that we raise additional capital through the sale of equity
or convertible debt securities, your ownership interest will be diluted, and the terms of these securities may include liquidation or
other preferences that adversely affect your rights as a stockholder. Debt financing and preferred equity financing, if available, may
involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt,
making capital expenditures or declaring dividends.
If we are unable to raise
additional funds through equity or debt financings when needed, we may be required to delay, limit, reduce or terminate our property development
projects in our target markets.
**We are indebted to Zenith
(HK), a customer that accounted for approximately 17% and 72% of our revenues for the year ended December 31, 2025 and 2024, in the approximate
amount of US$132,260 as of December 31, 2025.**
****
Pursuant to the Stock Purchase
Agreement dated January 22, 2025, the two convertible promissory notes were purchased and assigned to Zenith (HK) on January 30, 2025.
On February 28, 2025, Zenith (HK) waived all rights to convert the outstanding principal amount and any accrued but unpaid interest under
the two convertible promissory notes into equity securities of the Company. We owe approximately $132,260 pursuant to such notes. Both
notes have already become due and payable. We do not expect to generate sufficient cash flow to repay these notes within the next twenty-four
months. There is no assurance that we can generate sufficient cash flow to repay these notes after such twenty-four-month period, if ever.
If we are required to repay these notes prior to achieving profitability, our ability to implement our business plan or to expand our
business may be significantly delayed.
**Risks Relating to Doing Business in Hong Kong.**
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**We face the risk that
changes in the policies of the PRC government could have a significant impact upon the business we may be able to conduct in Hong Kong
and the profitability of such business.**
****
The mainland Chinese government
has significant oversight, discretion and control over the manner in which companies incorporated under the laws of mainland China must
conduct their business activities. We currently operate in Hong Kong which has a separate legal framework from that of mainland China.
However, since Hong Kong is a special administrative region of China, there can be no assurance as to whether the government of Hong Kong
will enact laws and regulations similar to mainland China, or whether any laws or regulations of mainland China will become applicable
to our operations in Hong Kong in the future, which could be at any time and with no advance notice. Therefore, the legal and operational
risks associated with operating in China also apply to operations in Hong Kong. If we were to become subject to such oversight, discretion
and control, including over overseas offerings of securities and/or foreign investments, it may result in a material adverse change in
our operations, significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the
value of our securities to significantly decline, which would materially affect the interests of the investors.
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We conduct our operations
and generate our revenue in Hong Kong. Our major suppliers and customers are currently all located in Hong Kong and China. Accordingly,
economic, political and legal developments in the PRC will significantly affect our business, financial condition, results of operations
and prospects. The PRC economy is in transition from a planned economy to a market-oriented economy subject to plans adopted by the government
that set national economic development goals. Policies of the PRC government can have significant effects on economic conditions in the
PRC. While we believe that the PRC will continue to strengthen its economic and trading relationships with foreign countries and that
business development in the PRC will continue to follow market forces, we cannot assure you that this will be the case.Our
interests may be adversely affected by changes in policies by the PRC government, including:
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confiscatory taxation; | |
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restrictions on currency conversion, imports or sources of supplies, or ability to continue as a for-profit enterprise; | |
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expropriation or nationalization of private enterprises; and | |
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**Substantial uncertainties
and restrictions with respect to the political and economic policies of the PRC government and PRC laws and regulations could have a significant
impact upon the business that we may be able to conduct in the PRC and accordingly on the results of our operations and financial condition.**
While Hong Kong currently
operates under a separate legal framework from mainland China, there remains the possibility that Hong Kongs legal framework will
become more closely aligned with the legal framework of mainland China, including their interpretation, implementation, and enforcement.
Changes to Hong Kongs legal or regulatory frameworks may be introduced with limited or no advance notice. Our operations may also
be influenced by the current and future political and regulatory environment in mainland China. Should regulatory requirements from mainland
China be extended to Hong Kong-based companies such as ours, this could create uncertainty regarding potential future restrictions on
capital flows, foreign listings, or operational requirements. Such developments may affect various aspects of our business, including
taxation, import and export controls, healthcare and environmental regulations, land use, and property ownership rights. We may also face
increased compliance obligations, operational disruptions, or limitations on our ability to access international capital markets. As a
result, our business, financial condition, results of operations, the value of our securities, and our ability to offer or continue to
offer securities to investors may be materially and adversely affected.
Accordingly, government actions
in the future, including any decision not to continue to support recent economic reforms and to return to a more centrally planned economy
or regional or local variations in the implementation of economic policies, could have a significant effect on economic conditions in
Hong Kong or particular regions thereof, and could limit or completely hinder our ability to offer or continue to offer securities to
investors or require us to divest ourselves of any interest we then hold in Hong Kong properties or joint ventures. Any such actions (including
divesture or similar actions) could result in a material adverse effect on us and on your investment in us and could render our securities
and your investment in our securities worthless.
There are substantial uncertainties
regarding the interpretation and application of PRC laws and regulations, including, but not limited to, the laws and regulations governing
our business, or the enforcement and performance of our contractual arrangements with borrowers in the event of the imposition of statutory
liens, death, bankruptcy or criminal proceedings. Only after 1979 did the Chinese government begin to promulgate a comprehensive system
of laws that regulate economic affairs in general, deal with economic matters such as foreign investment, corporate organization and governance,
commerce, taxation and trade, as well as encourage foreign investment in China. Although the influence of the law has been increasing,
China has not developed a fully integrated legal system and recently enacted laws and regulations may not sufficiently cover all aspects
of economic activities in China. Also, because these laws and regulations are relatively new, and because of the limited volume of published
cases and their lack of force as precedents, interpretation and enforcement of these laws and regulations involve significant uncertainties.
New laws and regulations that affect existing and proposed future businesses may also be applied retroactively. In addition, there have
been constant changes and amendments of laws and regulations over the past 30 years in order to keep up with the rapidly changing society
and economy in China. Because government agencies and courts that provide interpretations of laws and regulations and decide contractual
disputes and issues may change their interpretation or enforcement very rapidly with little advance notice at any time, we cannot predict
the future direction of Chinese legislative activities with respect to either businesses with foreign investment or the effectiveness
on enforcement of laws and regulations in China. The uncertainties, including new laws and regulations and changes of existing laws, as
well as, may cause possible problems to foreign investors.
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Although the PRC government
has been pursuing economic reform policies for more than two decades, the PRC government continues to exercise significant control over
economic growth in the PRC through the allocation of resources, controlling payments of foreign currency, setting monetary policy and
imposing policies that impact particular industries in different ways. We cannot assure you that the PRC government will continue to pursue
policies favoring a market oriented economy or that existing policies will not be significantly altered, especially in the event of a
change in leadership, social or political disruption, or other circumstances affecting political, economic and social life in the PRC.
**The Chinese government
exerts substantial influence over the manner in which we must conduct our business activities. We are currently not required to
obtain approval from Chinese authorities to list on U.S. exchanges. However, to the extent that the Chinese government exerts more control
over offerings conducted overseas and/or foreign investment in China-based issuers over time and if we were required to obtain approval
in the future and were denied permission from Chinese authorities to list on U.S. exchanges, we will not be able to continue listing on
U.S. exchange and the value of our common stock may significantly decline or become worthless, which would materially affect the interest
of the investors.**
Regulatory authorities in
mainland China continue to play a significant role in overseeing various sectors of Hong Kongs economy through laws, regulations,
and state involvement and ownership. While we are based in Hong Kong and operate under its separate legal system, future changes in local
laws and regulationsincluding those related to taxation, environmental compliance, land use, property rights, and other areasmay
impact our operations. The central or local governments of these jurisdictions may impose new, stricter regulations or interpretations
of existing regulations that would require additional expenditures and efforts on our part to ensure our compliance with such regulations
or interpretations. Accordingly, government actions in the future, including any decision not to continue to support recent economic reforms
and to return to a more centrally planned economy or regional or local variations in the implementation of economic policies, could have
a significant effect on economic conditions in China or particular regions thereof, and could require us to divest ourselves of any interest
we then hold in Chinese properties.
For example, just days after
Didi Global Inc. (NYSE: DIDI) completed its $4.4 billion IPO on June 30, 2021, the Chinese cybersecurity regulator announced on July 2,
2021, that it had begun an investigation of Didi for failure to comply with data and cybersecurity laws and two days later ordered that
the companys app be removed from smartphone app stores. Eventually, on July 21, 2022, the CAC fined Didi approximately $1.19 billion,
and Didi formally delisted from the NYSE on June 13, 2022.
As such, the Companys
business segments may be subject to various government and regulatory interference in the provinces in which they operate. The Company
could be subject to regulation by various political and regulatory entities, including various local and municipal agencies and government
sub-divisions. The Company may incur increased costs necessary to comply with existing and newly adopted laws and regulations or penalties
for any failure to comply. The Companys operations could be adversely affected, directly or indirectly, by existing or future laws
and regulations relating to its business or industry. The Chinese government may, in the future, adopt or implement new laws, regulations,
or policies that could affect our operations, including those conducted in or through Hong Kong. Any such regulatory changes or interventions
could materially impact our business activities and the value of our common stock. Recent public statements by PRC authorities suggest
increased oversight of overseas offerings by companies with ties to China or Hong Kong. If such measures are implemented, they could limit
or prevent our ability to raise capital in foreign markets, which may materially and adversely affect the value or liquidity of our securities.
Furthermore, it is uncertain
when and whether the Company will be required to obtain permission from the PRC government to list on U.S. exchanges in the future, and
even when such permission is obtained, whether it will be denied or rescinded. Although the Company is currently not required to obtain
permission from any of the PRC federal or local government to obtain such permission and has not received any denial to list on the U.S.
exchange, our operations could be adversely affected, directly or indirectly, by existing or future laws and regulations relating to its
business or industry. As a result, our common stock may decline in value dramatically or even become worthless should we become subject
to new requirement to obtain permission from the PRC government to list on U.S. exchange in the future.
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Recently, the General Office
of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued the Opinions on Severe
and Lawful Crackdown on Illegal Securities Activities, which were available to the public on July6, 2021. These opinions emphasized
the need to strengthen the administration over illegal securities activities and the supervision on overseas listings by China-based companies.
These opinions proposed to take effective measures, such as promoting the construction of relevant regulatory systems, to deal with the
risks and incidents facing China-based overseas-listed companies and the demand for cybersecurity and data privacy protection.
In April 2020, the Cyberspace
Administration of China and certain other PRC regulatory authorities promulgated the Cybersecurity Review Measures, which became effective
in June 2020. Pursuant to the Cybersecurity Review Measures, operators of critical information infrastructure must pass a cybersecurity
review when purchasing network products and services which do or may affect national security. On July 10, 2021, the Cyberspace Administration
of China issued a revised draft of the Measures for Cybersecurity Review for public comments (Draft Measures), which required
that, in addition to operator of critical information infrastructure, any data processor carrying out data
processing activities that affect or may affect national security should also be subject to cybersecurity review, and further elaborated
the factors to be considered when assessing the national security risks of the relevant activities, including, among others, (i) the risk
of core data, important data or a large amount of personal information being stolen, leaked, destroyed, and illegally used or exited the
country; and (ii) the risk of critical information infrastructure, core data, important data or a large amount of personal information
being affected, controlled, or maliciously used by foreign governments after listing abroad. The Cyberspace Administration of China has
said that under the proposed rules companies holding data on more than 1,000,000 users must now apply for cybersecurity approval when
seeking listings in other nations because of the risk that such data and personal information could be affected, controlled, and
maliciously exploited by foreign governments, The cybersecurity review will also investigate the potential national security risks
from overseas IPOs. On January 4, 2022, the CAC, in conjunction with 12 other government departments, issued the New Measures for Cybersecurity
Review (the **New Measures**) on January 4, 2022. The New Measures amends the Draft Measures released on July 10, 2021
and became effective on February 15, 2022.
The aforementioned policies
and any related implementation rules to be enacted may subject us to additional compliance requirement in the future. While we believe
that our operations are not affected by this, as these opinions were recently issued, official guidance and interpretation of the opinions
remain unclear in several respects at this time. Therefore, we cannot assure you that we will remain fully compliant with all new regulatory
requirements of these opinions or any future implementation rules on a timely basis, or at all.
**The Holding Foreign
Companies Accountable Act requires the Public Company Accounting Oversight Board (PCAOB) to be permitted to inspect the issuer's public
accounting firm within three years. This three-year period was shortened to two upon the enactment of the Consolidated Appropriations
Act, 2023. There are uncertainties under the PRC Securities Law relating to the procedures and requisite timing for the U.S. securities
regulatory agencies to conduct investigations and collect evidence within the territory of the PRC. If the U.S. securities regulatory
agencies are unable to conduct such investigations, they may suspend or de-register our registration with the SEC and delist our securities
from applicable trading market within the US.**
The Holding Foreign Companies
Accountable Act was signed into law on December 18, 2020, and requires Auditors of publicly traded companies to submit to regular inspections
every three years to assess such auditors compliance with applicable professional standards**.**This three-year period
was shortened to two upon the enactment of the Consolidated Appropriations Act, 2023. On September 22, 2021, the PCAOB adopted rules to
create a framework for the PCAOB to use when determining, as contemplated under the HFCA Act, whether it is unable to inspect or investigate
completely registered public accounting firms located in a foreign jurisdiction because of a position taken by one or more authorities
in that jurisdiction. On December 2, 2021, the SEC adopted amendments to finalize rules implementing the submission and disclosure requirements
in the HFCA Act. The rules apply to registrants that the SEC identifies as having filed an annual report with an audit report issued by
a registered public accounting firm that is located in a foreign jurisdiction and that the PCAOB is unable to inspect or investigate completely
because of a position taken by an authority in a foreign jurisdiction.
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On December 16, 2021, the
Public Company Accounting Oversight Board (PCAOB) issued its report notifying the Commission that it is unable to inspect or investigate
completely accounting firms headquartered in mainland China or Hong Kong due to positions taken by authorities in mainland China and Hong
Kong. On December 15, 2022, the PCAOB issued a report that vacated its December 16, 2021 determination and removed mainland China and
Hong Kong from the list of jurisdictions where it is unabletoinspect or investigate completely registered public accounting
firms. Each year, the PCAOB will determine whether it can inspect and investigate completely audit firmsinmainland China and
Hong Kong, among other jurisdictions. Our auditor is based in Hong Kong and is subject to PCAOB inspection. If PCAOB determinesinthe
future that it no longer has full accesstoinspect and investigate completely accounting firms in mainland China and Hong Kong
and we continue to use an accounting firm headquartered in HongKong to issue an audit report on our financial statements filed with
the Securities and Exchange Commission, we would be identified as a Commission-Identified Issuer following the filing of the annual report
on Form 10-K for the relevant fiscal year. There can be no assurance that we would not be identified as a Commission-Identified Issuer
for any future fiscal year, and if we were so identified for two consecutive years, we would become subject to the prohibition on trading
under the HFCAA, as amended by the Consolidated Appropriations Act, 2023, and our securities may be delisted from OTC Markets as a result.
In the event the Chinese authorities
subsequently take a position disallowing the PCAOB to inspect our auditor, then we would need to change our auditor. Furthermore, we cannot
assure you whether the SEC or other regulatory authorities would apply additional and more stringent criteria to us after considering
the effectiveness of our auditors audit procedures and quality control procedures, adequacy of personnel and training, or sufficiency
of resources, geographic reach or experience as it relates to the audit of our financial statements. The requirement in the HFCA Act,
as amended by the Consolidated Appropriations Act, 2023, that the PCAOB be permitted to inspect the issuers public accounting firm
within two years, may result in the delisting of our securities from applicable trading markets in the U.S. in the future if the PCAOB
is unable to inspect our accounting firm at such future time.
According to Article 177 of
the Securities Law of the PRC (Article 177), overseas securities regulatory authorities are prohibited from engaging in
activities pertaining to investigations or evidence collection directly conducted within the territories of the PRC, and Chinese entities
or individuals are further prohibited from providing documents and information in connection with securities business activities to any
organizations and/or persons abroad without the prior consent of the securities regulatory authority of the State Council and the competent
departments of the State Council. As of the date of this Annual Report, we are not aware of any implementing rules or regulations which
have been published regarding application of Article 177.
We believe Article 177 is
only applicable where the activities of overseas authorities constitute a direct investigation or evidence collection by such authorities
within the territory of the PRC. In the event that the U.S. securities regulatory agencies carry out an investigation on us such as an
enforcement action by the Department of Justice, the SEC or other authorities, such agencies activities will constitute conducting
an investigation or collecting evidence directly within the territory of the PRC and accordingly fall within the scope of Article 177.
In that case, the U.S. securities regulatory agencies may have to consider establishing cross-border cooperation with the securities regulatory
authority of the PRC by way of judicial assistance, diplomatic channels or establishing a regulatory cooperation mechanism with the securities
regulatory authority of the PRC. However, there is no assurance that the U.S. securities regulatory agencies will succeed in establishing
such cross-border cooperation in this particular case and/or establish such cooperation in a timely manner.
Furthermore, as Article 177
is a recently promulgated provision, it remains unclear as to how it will be interpreted, implemented or applied by the Chinese Securities
Regulatory Commission or other relevant government authorities. As such, there are uncertainties as to the procedures and requisite timing
for the U.S. securities regulatory agencies to conduct investigations and collect evidence within the territory of the PRC. The Holding
Foreign Companies Accountable Act requires the Public Company Accounting Oversight Board (PCAOB) be permitted to inspect the issuer's
public accounting firm within three years. **This three-year period was shortened to two years upon the enactment of the Consolidated
Appropriations Act, 2023.** If the U.S. securities regulatory agencies are unable to conduct such investigations, there exists a
risk that they may determine to suspend or de-register our registration with the SEC and may also delist our securities from applicable
trading market within the US.
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**Adverse regulatory developments
in China may subject us to additional regulatory review, and additional disclosure requirements and regulatory scrutiny to be adopted
by the SEC in response to risks related to recent regulatory developments in China may impose additional compliance requirements for companies
like us with significant China-based operations, all of which could increase our compliance costs, subject us to additional disclosure
requirements.**
The recent regulatory developments
in China, in particular with respect to restrictions on China-based companies raising capital offshore, may lead to additional regulatory
review in China over our financing and capital raising activities in the United States. In addition, we may be subject to industry-wide
regulations that may be adopted by the relevant PRC authorities, which may have the effect of limiting our service offerings, restricting
the scope of our operations in China, or causing the suspension or termination of our business operations in China entirely, all of which
will materially and adversely affect our business, financial condition and results of operations. We may have to adjust, modify, or completely
change our business operations in response to adverse regulatory changes or policy developments, and we cannot assure you that any remedial
action adopted by us can be completed in a timely, cost-efficient, or liability-free manner or at all.
On July30, 2021, in
response to the recent regulatory developments in China and actions adopted by the PRC government, the Chairman of the SEC issued a statement
asking the SEC staff to seek additional disclosures from offshore issuers associated with China-based operating companies before their
registration statements will be declared effective, including detailed disclosure related to whether the issuer received or were denied
permission from Chinese authorities to list on U.S. exchanges and the risks that such approval could be denied or rescinded. On August
1, 2021, the China Securities Regulatory Commission stated in a statement that it had taken note of the new disclosure requirements announced
by the SEC regarding the listings of Chinese companies and the recent regulatory development in China, and that both countries should
strengthen communications on regulating China-related issuers. We cannot guarantee that we will not be subject to tightened regulatory
review and we could be exposed to government interference in China.
**We may be exposed to
liabilities under the Foreign Corrupt Practices Act, and any determination that we violated the Foreign Corrupt Practices Act could have
a material adverse effect on our business.**
We are subject to the Foreign
Corrupt Practice Act, or FCPA, and other laws that prohibit improper payments or offers of payments to foreign governments and their officials
and political parties by U.S. persons and issuers as defined by the statute for the purpose of obtaining or retaining business. We will
have operations, agreements with third parties and make sales in Hong Kong, which may experience corruption. Our proposed activities may
create the risk of unauthorized payments or offers of payments by one of the employees, consultants, or sales agents of our Company, because
these parties are not always subject to our control. It will be our policy to implement safeguards to discourage these practices by our
employees. Also, our existing practices and any future improvements may prove to be less than effective, and the employees, consultants,
or sales agents of our Company may engage in conduct for which we might be held responsible. Violations of the FCPA may result in severe
criminal or civil sanctions, and we may be subject to other liabilities, which could negatively affect our business, operating results
and financial condition. In addition, the government may seek to hold our Company liable for successor liability FCPA violations committed
by companies in which we invest or that we acquire.
**PRC regulation of loans
to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may delay or prevent
us from using the proceeds we receive from offshore financing activities to make loans to or make additional capital contributions to
our Hong Kong subsidiaries, which could materially and adversely affect our liquidity and our ability to fund and expand business.**
****
Any transfer of funds by us
to our Hong Kong subsidiaries, either as a shareholder loan or as an increase in registered capital, may become subject to approval by
or registration or filing with relevant governmental authorities in China. According to the relevant PRC regulations on foreign-invested
enterprises in China, capital contributions to PRC subsidiaries are subject to the approval of or filing with the Ministry of Commerce
in its local branches and registration with a local bank authorized by SAFE. It is unclear if Hong Kong subsidiaries will be deemed a
PRC subsidiary. If Hong Kong subsidiaries are deemed to be PRC subsidiaries, (i)any foreign loan procured by our Hong Kong subsidiaries
will be required to be registered with SAFE or its local branches or filed with SAFE in its information system; and (ii)our Hong
Kong subsidiaries will not be able to procure loans which exceed the difference between their total investment amount and registered capital
or, as an alternative, only procure loans subject to the calculation approach and limitation as provided in the Peoples Bank of
China Notice No. 9 (PBOC Notice No.9). We may not be able to obtain these government approvals or complete such registrations
on a timely basis, if at all, with respect to future capital contributions or foreign loans by us to our Hong Kong subsidiaries, if required.
If we fail to receive such approvals or complete such registration or filing, our ability to use the proceeds we receive from our offshore
financing activities and to capitalize our Hong Kong operations may be negatively affected, which could adversely affect our liquidity
and ability to fund and expand our business. There is, in effect, no statutory limit on the amount of capital contribution that we can
make to our Hong Kong subsidiaries. This is because there is no statutory limit on the amount of registered capital for our Hong Kong
subsidiaries, and we are allowed to make capital contributions to our Hong Kong subsidiaries by subscribing for their initial registered
capital and increased registered capital, provided that the Hong Kong subsidiaries complete the relevant filing and registration procedures.
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The Circular on Reforming
the Administration of Foreign Exchange Settlement of Capital of Foreign-Invested Enterprises, or SAFE Circular 19, effective as of June
1, 2015, as amended by Circular of the State Administration of Foreign Exchange on Reforming and Regulating Policies on the Control over
Foreign Exchange Settlement under the Capital Account, or SAFE Circular 16, effective on June9, 2016, allows FIEs to settle their
foreign exchange capital at their discretion, but continues to prohibit FIEs from using the Renminbi fund converted from their foreign
exchange capitals for expenditure beyond their business scopes, and also prohibit FIEs from using such Renminbi fund to provide loans
to persons other than affiliates unless otherwise permitted under its business scope. If Safe Circulars 16 and 19 are interpreted to apply
to the Hong Kong Dollar, our ability to use Hong Kong Dollars converted from the net proceeds from our offshore financing activities to
fund the establishment of new entities in Hong Kong, to invest in or acquire any other Hong Kong or PRC companies may be limited, which
may adversely affect our business, financial condition and results of operations.
**Because our holding
company structure creates restrictions on the payment of dividends or other cash payments, our ability to pay dividends or make other
payments is limited.**
We are a holding company whose
primary assets are our ownership of the equity interests in our subsidiaries. We conduct no other business and, as a result, we depend
entirely upon our subsidiaries earnings and cash flow to meet cash and financing requirements. If we decide in the future to pay
dividends or make other payments, as a holding company, our ability to pay dividends and meet other obligations depends upon the receipt
of dividends or other payments from our operating subsidiaries. Our subsidiaries and projects may be restricted in their ability to pay
dividends, make distributions or otherwise transfer funds to us prior to the satisfaction of other obligations, including the payment
of operating expenses or debt service, appropriation to reserves prescribed by laws and regulations, covering losses in previous years,
restrictions on the conversion of local currency into U.S. dollars or other hard currency, completion of relevant procedures with governmental
authorities or banks and other regulatory restrictions. Under the applicable PRC laws and regulations, foreign-invested enterprises in
China may pay dividends only out of their accumulated profits, if any, determined in accordance with PRC accounting standards and regulations.
In addition, a foreign-invested enterprise in China is required to set aside a portion of its after-tax profit to fund specific reserve
funds prior to payment of dividends. In particular, at least 10% of its after-tax profits based on PRC accounting standards each year
is required to be set aside towards its general reserves until the accumulative amount of such reserves reach 50% of its registered capital.
These reserves are not distributable as cash dividends. If future dividends are paid in RMB, fluctuations in the exchange rate for the
conversion of any of these currencies into U.S. dollars may adversely affect the amount received by U.S. stockholders upon conversion
of the dividend payment into U.S. dollars. For a detailed description of the potential government regulations facing the Company associated
with our operations in Hong Kong and on restrictions on payments from our subsidiaries, please refer to **Government and Industry
RegulationsChina** and **Transfers of Cash to and from our Subsidiaries**. We do not presently have any
intention to declare or pay dividends in the future. You should not purchase shares of our common stock in anticipation of receiving dividends
in future periods.
**Our Hong Kong subsidiary
may be subject to restrictions on paying dividends or making other payments to us, which may restrict its ability to satisfy liquidity
requirements, conduct business and pay dividends to holders of our common stock.**
****
Most of our cash is maintained
in Hong Kong Dollars. We rely on dividends from our Hong Kong subsidiaries for our cash and financing requirements, such as the funds
necessary to service any debt we may incur. There is a possibility that the PRC could prevent our cash maintained in Hong Kong from leaving
or the PRC could restrict the deployment of the cash into our business or for the payment of dividends. Any such controls or restrictions
may adversely affect our ability to finance our cash requirements, service debt or make dividend or other distributions to our shareholders.
Current PRC regulations permit PRC subsidiaries to pay dividends to foreign parent companies only out of their accumulated after-tax profits
upon satisfaction of relevant statutory condition and procedures, if any, determined in accordance with Chinese accounting standards and
regulations. In addition, PRC subsidiaries are required to set aside at least 10% of their accumulated profits each year, if any, to fund
certain reserve funds until the total amount set aside reaches 50% of its registered capital. Furthermore, if PRC subsidiaries and their
subsidiaries incur debt on their own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends
or make other payments to the foreign parent company, which may restrict the ability of the foreign parent company to satisfy its liquidity
requirements. If such restrictions on dividend and other payments are interpreted to apply to Hong Kong entities, our ability to rely
on payments from our Hong Kong subsidiary will be adversely affected.
****
In addition, the Enterprise
Income Tax Law of the PRC, or the PRC EIT Law, and its implementation rules provide that withholding tax rate of 10% will be applicable
to dividends payable by Chinese companies to non-PRC-resident enterprises unless otherwise exempted or reduced according to treaties or
arrangements between the PRC central government and governments of other countries or regions where the non-PRC-resident enterprises are
incorporated. For a detailed description of the potential government regulations facing the Company and the offering associated with our
operations in Hong Kong, please refer to **Government and Industry Regulations Regulations Relating to Foreign Exchange
and Dividend Distribution**.
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**If any dividend is declared
in the future and paid in a foreign currency, you may be taxed on a larger amount in U.S. dollars than the U.S. dollar amount that you
will actually ultimately receive.**
If you are a U.S. holder of
our shares of common stock, you will be taxed on the U.S. dollar value of your dividends, if any, at the time you receive them, even if
you actually receive a smaller amount of U.S. dollars when the payment is in fact converted into U.S. dollars. Specifically, if a dividend
is declared and paid in a foreign currency such as the RMB, the amount of the dividend distribution that you must include in your income
as a U.S. holder will be the U.S. dollar value of the payments made in the foreign currency, determined at the spot rate of the foreign
currency to the U.S. dollar on the date the dividend distribution is includible in your income, regardless of whether the payment is in
fact converted into U.S. dollars. Thus, if the value of the foreign currency decreases before you actually convert the currency into U.S.
dollars, you will be taxed on a larger amount in U.S. dollars than the U.S. dollar amount that you will actually ultimately receive.
**Dividends payable to
our foreign investors and gains on the sale of our shares of common stock by our foreign investors may become subject to tax by the PRC.**
Under the Enterprise Income
Tax Law and its implementation regulations issued by the State Council of the PRC, unless otherwise provided under relevant tax treaties,
a 10% PRC withholding tax is applicable to dividends payable to investors that are non-resident enterprises, which do not have an establishment
or place of business in the PRC or which have such establishment or place of business but the dividends are not effectively connected
with such establishment or place of business, to the extent such dividends are derived from sources within the PRC. Similarly, any gain
realized on the transfer of shares by such investors is also subject to PRC tax at a current rate of 10%, subject to any reduction or
exemption set forth in relevant tax treaties, if such gain is regarded as income derived from sources within the PRC. If we are deemed
a PRC resident enterprise, dividends paid on our shares, and any gain realized from the transfer of our shares, would be treated as income
derived from sources within the PRC and would as a result be subject to PRC taxation. Furthermore, if we are deemed a PRC resident enterprise,
dividends payable to individual investors who are non-PRC residents and any gain realized on the transfer shares by such investors may
be subject to PRC tax at a current rate of 20%, subject to any reduction or exemption set forth in applicable tax treaties. It is unclear
whether we or any of our subsidiaries established outside of China are considered a PRC resident enterprise or whether holders of shares
would be able to claim the benefit of income tax treaties or agreements entered into between China and other countries or areas. If dividends
payable to our non-PRC investors, or gains from the transfer of our shares by such investors are subject to PRC tax, the value of your
investment in our shares may decline significantly. For a detailed description of the potential government regulations facing the Company
associated with our operations in Hong Kong, please refer to **Government and Industry RegulationsChina** .
**Our global income may
be subject to PRC taxes under the PRC Enterprise Income Tax Law, which could have a material adverse effect on our results of operations.**
Under the PRC Enterprise Income
Tax Law, or the New EIT Law, and its amendment and implementation rules, which became effective in January 2008, an enterprise established
outside of the PRC with a de facto management body located within the PRC is considered a PRC resident enterprise and will
be subject to the enterprise income tax at the rate of 25% on its global income. The implementation rules define the term de facto
management bodies as establishments that carry out substantial and overall management and control over the manufacturing
and business operations, personnel and human resources, finance and treasury, and business combination and disposition of properties and
other assets of an enterprise. On April 22, 2009, the State Administration of Taxation (the SAT), issued a circular,
or SAT Circular 82, which provides certain specific criteria for determining whether the de facto management body of a PRC-controlled
enterprise that is incorporated offshore is located in China. Although the SAT Circular 82 only applies to offshore enterprises controlled
by PRC enterprises or PRC enterprise groups, not those controlled by PRC individuals or foreigners, the determining criteria set forth
in the SAT Circular 82 may reflect the SATs general position on how the de facto management body text should be applied
in determining the resident status of all offshore enterprises for the purpose of PRC tax, regardless of whether they are controlled by
PRC enterprises or individuals. Although we do not believe that our legal entities organized outside of the PRC constitute PRC resident
enterprises, it is possible that the PRC tax authorities could reach a different conclusion. In such case, we may be considered a PRC
resident enterprise and may therefore be subject to the 25% enterprise income tax on our global income, which could significantly increase
our tax burden and materially and adversely affect our cash flow and profitability. In addition to the uncertainty regarding how the new
PRC resident enterprise classification for tax purposes may apply, it is also possible that the rules may change in the future, possibly
with retroactive effect. For a detailed description of the potential government regulations facing the Company associated with our operations
in Hong Kong, please refer to **Government and Industry RegulationsChina**.
| | 33 | | |
**We and our shareholders
face uncertainties with respect to indirect transfers of equity interests in PRC resident enterprises by their non-PRC holding companies.**
On February 3, 2015, the State
Administration of Taxation issued an Announcement on Several Issues Concerning Enterprise Income Tax on Income Arising from Indirect Transfers
of Property by Non-PRC Resident Enterprises, or Announcement 7, with the same effective date. Under Announcement 7, an indirect
transfer refers to a transaction where a non-resident enterprise transfers its equity interest and other similar interest in an
offshore holding company, which directly or indirectly holds Chinese taxable assets (the assets of an establishment or place
situated in China; real property situated in China and equity interest in Chinese resident enterprises) and any indirect transfer without
reasonable commercial purposes are subject to the PRC taxation. In addition, Announcement 7 specifies the conditions under which an indirect
transfer is deemed to lack a reasonable commercial purpose which include: (1) 75% or more of the value of the offshore holding companys
equity is derived from Chinese taxable assets, (2) anytime in the year prior to the occurrence of the indirect transfer of Chinese taxable
assets, 90% or more of the total assets (excluding cash) of the offshore holding company are direct or indirect investments in China,
or 90% or more of the revenue of the offshore holding company was sourced from China; (3) the functions performed and risks assumed by
the offshore holding company(ies), although incorporated in an offshore jurisdiction to conform to the corporate law requirements there,
are insufficient to substantiate their corporate existence and (4) the foreign income tax payable in respect of the indirect transfer
is lower than the Chinese tax which would otherwise be payable in respect of the direct transfer if such transfer were treated as a direct
transfer. As a result, gains derived from such indirect transfer will be subject to PRC enterprise income tax, currently at a tax rate
of 10%.
Announcement 7 grants a safe
harbor under certain qualifying circumstances, including transfers in the public securities market and certain intragroup restricting
transactions, however, there is uncertainty as to the implementation of Announcement 7. For example, Announcement 7 requires the buyer
to withhold the applicable taxes without specifying how to obtain the information necessary to calculate taxes and when the applicable
tax shall be submitted. Announcement 7 may be determined by the tax authorities to be applicable to our offshore restructuring transactions
or sale of the shares of our offshore subsidiaries where non-resident enterprises, being the transferors, were involved. Though Announcement
7 does not impose a mandatory obligation of filing the report of taxable events, the transferring party shall be subject to PRC withholding
tax if the certain tax filing conditions are met. Non-filing may result in an administrative penalty varying from 50% to 300% of unpaid
taxes. As a result, we and our non-resident enterprises in such transactions may become at risk of being subject to taxation under Announcement
7, and may be required to expend valuable resources to comply with Announcement 7 or to establish that we and our non-resident enterprises
should not be taxed under Announcement 7, for any restructuring or disposal of shares of offshore subsidiaries, which may have a material
adverse effect on our financial condition and results of operations.
**PRC laws and regulations
have established more complex procedures for certain acquisitions of Chinese companies by foreign investors, which could make it more
difficult for us to pursue growth through acquisitionsin China.**
Further to the Regulations
on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the New M&A Rules, the Anti-monopoly Law of the PRC,
the Rules of Ministry of Commerce on Implementation of Security Review System of Mergers and Acquisitions of Domestic Enterprises by Foreign
Investors promulgated by MOFCOM or the MOFCOM Security Review Rules, was issued in August 2011, which established additional procedures
and requirements that are expected to make merger and acquisition activities in China by foreign investors more time-consuming and complex,
including requirements in some instances that MOFCOM be notified in advance of any change of control transaction in which a foreign investor
takes control of a PRC enterprise, or that the approval from MOFCOM be obtained in circumstances where overseas companies established
or controlled by PRC enterprises or residents acquire affiliated domestic companies. PRC laws and regulations also require certain merger
and acquisition transactions to be subject to merger control review and or security review.
The MOFCOM Security Review
Rules, effective from September 1, 2011, which implement the Notice of the General Office of the State Council on Establishing the Security
Review System for Mergers and Acquisitions of Domestic Enterprises by Foreign Investors promulgated on February 3, 2011, further provide
that, when deciding whether a specific merger or acquisition of a domestic enterprise by foreign investors is subject to the security
review by MOFCOM, the principle of substance over form should be applied and foreign investors are prohibited from bypassing the security
review requirement by structuring transactions through proxies, trusts, indirect investments, leases, loans, control through agreements
control or offshore transactions.
| | 34 | | |
Further, if the business of
any target company that the combined company seeks to acquire falls into the scope of security review, the combined company may not be
able to successfully acquire such company either by equity or asset acquisition, capital contribution or through any contractual agreements.
The combined company may grow its business in part by acquiring other companies operating in its industry. Complying with the requirements
of the relevant regulations to complete such transactions could be time consuming, and any required approval processes, including approval
from MOFCOM, may delay or inhibit its ability to complete such transactions, which could affect our ability to maintain or expand our
market share.
In addition, SAFE promulgated
the Circular on the Settlement of Foreign Currency Capital of Foreign-invested Enterprises, or Circular 19, on June 1, 2015. Under Circular
19, registered capital of a foreign-invested company settled in RMB converted from foreign currencies may only be used within the business
scope approved by the applicable governmental authority and the equity investments in the PRC made by the foreign-invested company shall
be subject to the relevant laws and regulations about the foreign-invested companys reinvestment in the PRC. In addition, foreign-invested
companies cannot use such capital to make the investments in securities, and cannot use such capital to issue the entrusted RMB loans
(except approved in its business scope), repay the RMB loans between the enterprises and the ones which have been transferred to the third
party. Circular 19 may significantly limit our ability to effectively use the proceeds from future financing activities as the Chinese
subsidiaries may not convert the funds received from us in foreign currencies into RMB, which may adversely affect their liquidity and
our ability to fund and expand our business in the PRC.
SAFE issued the Circular on
Reforming and Regulating Policies on the Control over Foreign Exchange Settlement of Capital Accounts (Circular 16), on
June 9, 2016, which became effective simultaneously. Pursuant to Circular 16, enterprises registered in the PRC may also convert their
foreign debts from foreign currency to RMB on a self-discretionary basis. Circular 16 provides an integrated standard for conversion of
foreign exchange under capital account items (including but not limited to foreign currency capital and foreign debts) on a self-discretionary
basis which applies to all enterprises registered in the PRC. Circular 16 reiterates the principle that RMB converted from foreign currency-denominated
capital of a company may not be directly or indirectly used for purpose beyond its business scope or prohibited by PRC Laws or regulations,
while such converted RMB shall not be utilized as loans to its non-affiliated entities. As Circular 16 is newly issued and SAFE has not
provided detailed guidelines with respect to its interpretation or implementation, it is uncertain how these rules will be interpreted
and implemented.
**Failure to comply with
PRC regulations regarding the registration requirements for employee stock ownership plans or share option plans may subject the PRC plan
participants or us to fines and other legal or administrative sanctions.**
Pursuant to SAFE Circular
37, PRC residents who participate in share incentive plans in overseas non-publicly-listed companies may submit applications to SAFE or
its local branches for the foreign exchange registration with respect to offshore special purpose companies. In the meantime, our directors,
executive officers and other employees who are PRC citizens or who are non-PRC residents residing in the PRC for a continuous period of
not less than one year, subject to limited exceptions, and who have been granted incentive share awards by us, may follow the Notices
on Issues Concerning the Foreign Exchange Administration for Domestic Individuals Participating in Stock Incentive Plan of Overseas Publicly-Listed
Company, or 2012 SAFE notices, promulgated by the SAFE in 2012. Pursuant to the 2012 SAFE notices, PRC citizens and non-PRC citizens who
reside in China for a continuous period of not less than one year who participate in any stock incentive plan of an overseas publicly
listed company, subject to a few exceptions, are required to register with SAFE through a domestic qualified agent, which could be the
PRC subsidiaries of such overseas listed company, and complete certain other procedures. In addition, an overseas entrusted institution
must be retained to handle matters in connection with the exercise or sale of stock options and the purchase or sale of shares and interests.
Our executive officers and other employees who are PRC citizens or who reside in the PRC for a continuous period of not less than one
year and who have been granted options will be subject to these regulations. It is unclear if these regulations will be expanded to include
Hong Kong residents or citizens. Failure to complete the SAFE registrations may subject them to fines, and legal sanctions and may also
limit our ability to contribute additional capital into our Hong Kong subsidiaries and limit our Hong Kong subsidiaries ability
to distribute dividends to us if Hong Kong residents or citizens are covered under these PRC regulations. We also face regulatory uncertainties
that could restrict our ability to adopt additional incentive plans for our directors, executive officers and employees under PRC law.
The SAT has issued certain
circulars concerning employee share options and restricted shares. Under these circulars, employees working in China who exercise share
options or are granted restricted shares will be subject to PRC individual income tax. It is unclear whether these regulations will be
expanded in the future to cover our employees in Hong Kong. Our Hong Kong subsidiaries may become obligated to file documents related
to employee share options or restricted shares with relevant tax authorities and to withhold individual income taxes of those employees
who exercise their share options. If our employees fail to pay or we fail to withhold their income taxes according to relevant laws and
regulations, we may face sanctions imposed by the tax authorities or other PRC governmental authorities.
****
****
****
****
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****
**If we become directly
subject to the recent scrutiny, criticism and negative publicity involving U.S.-listed Chinese companies, we may have to expend significant
resources to investigate and resolve the matter which could harm our business operations and our reputation and could result in a loss
of your investment in our shares, especially if such matter cannot be addressed and resolved favorably.**
U.S. public companies that
have substantially all of their operations in China have been the subject of intense scrutiny, criticism and negative publicity by investors,
financial commentators and regulatory agencies, such as the SEC. Much of the scrutiny, criticism and negative publicity has centered around
financial and accounting irregularities, a lack of effective internal controls over financial accounting and reporting, inadequate corporate
governance policies or a lack of adherence thereto and, in many cases, allegations of fraud. As a result of the scrutiny, criticism and
negative publicity, the publicly traded stock of many U.S. listed Chinese companies has sharply decreased in value and, in some cases,
has become virtually worthless. Many of these companies are now subject to shareholder lawsuits and SEC enforcement actions and are conducting
internal and external investigations into the allegations. It is not clear what effect this sector-wide scrutiny, criticism and negative
publicity will have on our company and our business. If we become the subject of any unfavorable allegations, whether such allegations
are proven to be true or untrue, we may have to expend significant resources to investigate such allegations and/or defend the Company.
This situation may be a major distraction to our management. If such allegations are not proven to be groundless, our Company and business
operations will be severely hampered and your investment in our stock could be rendered worthless.
In addition, major issues
with other U.S. listed Chinese companies in the future, could have a negative effect on the value of your investment, even though the
Company is not involved.
****
**Substantially all of
our assets and a majority of our officers and directors are located in Hong Kong. As a result, it may be difficult for stockholders to
enforce any judgment obtained in the United States against us, our officers or directors, which may limit the remedies otherwise available
to our stockholders.**
Substantially all of our assets
are located in Hong Kong. Moreover, a majority of our current directors and officers are Hong Kong nationals or are otherwise located
in Hong Kong. All or a substantial portion of their assets are located outside the United States. As a result, it may be difficult for
our stockholders to effect service of process within the United States upon our subsidiaries or any individuals. In addition, there is
uncertainty as to whether the courts of Hong Kong or the PRC would recognize or enforce judgments of U.S. courts obtained against us or
our officers and/or directors predicated upon the civil liability provisions of Hong Kong against us or such persons predicatedupon
thesecuritieslaws of the United States or any state thereof. It is unclear if extradition treaties now in effect between the
United States and the PRC would permit effective enforcement against us or our officers and directors of criminal penalties under the
United States Federal securities laws or otherwise.
**Risks Relating to Securities Markets and Investment
in Our Stock**
**There is not now and
there may not ever be an active market for our Common Stock. There are restrictions on the transferability of these securities.**
Although our common stock
is quoted on the OTCID market, the trading market is limited and there can be no assurance that an active and liquid public market will
be sustained. Even if an active market develops for the shares, Rule 144, which provides for an exemption from the registration requirements
under the Securities Act under certain conditions, requires, among other conditions, a holding period prior to the resale (in limited
amounts) of securities acquired in a non-public offering without having to satisfy the registration requirements under the Securities
Act. There can be no assurance that we will fulfill any reporting requirements in the future under the Exchange Act or disseminate to
the public any current financial or other information concerning us, as is required by Rule 144 as part of the conditions of its availability.
| | 36 | | |
**Our common stock is
subject to the penny stock rules of the sec and the trading market in our securities is limited, which makes transactions
in our stock cumbersome and may reduce the value of an investment in our stock.**
Under U.S. federal securities
legislation, our common stock will constitute "penny stock". Penny stock is any equity security that has a market price of less
than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require that
a broker or dealer approve a potential investor's account for transactions in penny stocks, and the broker or dealer receive from the
investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased. In order
to approve an investor's account for transactions in penny stocks, the broker or dealer must obtain financial information and investment
experience objectives of the person, and make a reasonable determination that the transactions in penny stocks are suitable for that person
and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny
stocks. The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the Commission
relating to the penny stock market, which, in highlight form sets forth the basis on which the broker or dealer made the suitability determination.
Brokers may be less willing to execute transactions in securities subject to the "penny stock" rules. This may make it more
difficult for investors to dispose of our common stock and cause a decline in the market value of our stock. Disclosure also has to be
made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable
to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available
to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information
for the penny stock held in the account and information on the limited market in penny stocks.
**You may experience substantial
dilution of your investment in our securities as a result of the potential conversion of certain outstanding preferred stock into shares
of our common stock.**
****
We have 200,000 shares issued
and outstanding of Series A Convertible Preferred Stock which have potentially dilutive impacts on voting or beneficial ownership. Each
one share of Series A Preferred Stock is entitled to convert 20,000 shares of Common Stock and vote 20,000 shares on matters submitted
to a vote of our shareholders. ModuLink Inc., a British Virgin Islands corporation (ModuLink BVI), owns all 200,000 shares
issued and outstanding Series A Convertible Preferred Stock. Our directors, TAM, Hin Wah Anthony, FU, Wah and AU-YEUNG, Sai Kit, holds
50%, 25% and 25% shareholding interests of ModuLink BVI, respectively. As a result, ModuLink BVI controls the voting power of approximately
50.19% of our common stock, as calculated on a fully diluted basis, as of the date of this Annual Report. If fully converted, the Series
A Preferred Stock would result in the issuance of up to 4,000,000,000 additional shares of common stock, which could significantly dilute
the interests of existing common shareholders, including their voting power and economic participation. Pursuant to the Share Exchange
Agreement, the aggregate balances of 1,414,027,236 shares of common stock were issued to our directors, TAM, Hin Wah Anthony, FU, Wah
and AU-YEUNG, Sai Kit. They will, in aggregate of shareholding interests through ModuLink BVI and personally, control approximately 67.93%
of the voting power of our common stock, as calculated on a fully diluted basis.
The conversion of the Series
A Convertible Preferred Stock and the concentration of voting power in a small group of shareholders could materially affect the influence
of other shareholders, and any future issuance or conversion of these shares could result in further dilution.
****
**We are a controlled
company subject to the control of ModuLink BVI, and our directors, TAM, Hin Wah Anthony, FU, Wah and AU-YEUNG, Sai Kit, together with
our other insiders beneficially own a significant portion of our stock, and accordingly, have control over stockholder matters, our business
and management.**
****
Under NASDAQ stock exchange
rule 5615(c)(1), a controlled company is defined as a company of which more than 50% of the voting power for the
election of directors is held by an individual, a group or another company. As of the date of this registration form, ModuLink
BVI beneficially owns 200,000 shares of Series A Convertible Preferred Stock, or approximately 50.19% voting power of our shares of common
stock, as calculated on a fully diluted basis. Our directors, TAM, Hin Wah Anthony, FU, Wah and AU-YEUNG, Sai Kit, holds 50%, 25% and
25% shareholding interests of ModuLink BVI respectively. Pursuant to the Share Exchange Agreement, the aggregate balances of 1,414,027,236
shares of common stock were issued to our directors, TAM, Hin Wah Anthony, FU, Wah and AU-YEUNG, Sai Kit. As a result, our directors beneficially
own in aggregate through ModuLink BVI approximately 67.93% of the voting power of common stock, as calculated on a fully diluted basis.
As a result, ModuLink BVI and our directors will have significant influence to:
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Amend or prevent amendment of our articles of incorporation or bylaws; | |
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Effect or prevent a merger, sale of assets or other corporate transaction; and | |
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Effect the outcome of any other matter submitted to the stockholders for vote. | |
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Moreover, because of the significant
ownership position held by our management team, new investors may not be able to effect a change in our business or management, and therefore,
shareholders would have no recourse as a result of decisions made by management. In addition, sales of significant amounts of shares held
by our management team, or the prospect of these sales, could adversely affect the market price of our common stock. Our management teams
stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which
in turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price.
**State securities laws
may limit secondary trading, which may restrict the states in which and conditions under which you can sell the shares offered by the
registration statement.**
****
Secondary trading in common
stock sold in the offering will not be possible in any state until the common stock is qualified for sale under the applicable securities
laws of the state or there is confirmation that an exemption, such as listing in certain recognized securities manuals, is available
for secondary trading in the state. If we fail to register or qualify, or to obtain or verify an exemption for the secondary trading
of, the common stock in any particular state, the common stock could not be offered or sold to, or purchased by, a resident of that state.
In the event that a significant number of states refuse to permit secondary trading in our common stock, the liquidity for the common
stock could be significantly impacted thus causing you to realize a loss on your investment.
**Anti-takeover effects
of certain provisions of Nevada state law hinder a potential takeover of our company.**
Though not now, in the future
we may become subject to Nevada's control share law. A corporation is subject to Nevada's control share law if it has more than 200 stockholders,
at least 100 of whom are stockholders of record and residents of Nevada, and it does business in Nevada or through an affiliated corporation.
The law focuses on the acquisition of a "controlling interest" which means the ownership of outstanding voting shares sufficient,
but for the control share law, to enable the acquiring person to exercise the following proportions of the voting power of the corporation
in the election of directors:
(i) one-fifth or more but
less than one-third, (ii) one-third or more but less than a majority, or (iii) a majority or more. The ability to exercise such voting
power may be direct or indirect, as well as individual or in association with others.
The effect of the control
share law is that the acquiring person, and those acting in association with it, obtains only such voting rights in the control shares
as are conferred by a resolution of the stockholders of the corporation, approved at a special or annual meeting of stockholders. The
control share law contemplates that voting rights will be considered only once by the other stockholders. Thus, there is no authority
to strip voting rights from the control shares of an acquiring person once those rights have been approved. If the stockholders do not
grant voting rights to the control shares acquired by an acquiring person, those shares do not become permanent non-voting shares. The
acquiring person is free to sell its shares to others. If the buyers of those shares themselves do not acquire a controlling interest,
their shares do not become governed by the control share law.
If control shares are accorded
full voting rights and the acquiring person has acquired control shares with a majority or more of the voting power, any stockholder of
record, other than an acquiring person, who has not voted in favor of approval of voting rights is entitled to demand fair value for such
stockholder's shares.
| | 38 | | |
In addition to the control
share law, Nevada has a business combination law which prohibits certain business combinations between Nevada corporations and "interested
stockholders" for three years after the "interested stockholder" first becomes an "interested stockholder," unless
the corporation's board of directors approves the combination in advance. For purposes of Nevada law, an "interested stockholder"
is any person who is (i) the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the outstanding voting
shares of the corporation, or (ii) an affiliate or associate of the corporation and at any time within the three previous years was the
beneficial owner, directly or indirectly, of ten percent or more of the voting power of the then outstanding shares of the corporation.
The definition of the term "business combination" is sufficiently broad to cover virtually any kind of transaction that would
allow a potential acquirer to use the corporation's assets to finance the acquisition or otherwise to benefit its own interests rather
than the interests of the corporation and its other stockholders.
The effect of Nevada's business
combination law is to potentially discourage parties interested in taking control of our company from doing so if it cannot obtain the
approval of our board of directors.
**Because we do not intend
to pay any cash dividends on our common stock, our stockholders will not be able to receive a return on their shares unless they sell
them.**
We intend to retain any future
earnings to finance the development and expansion of our business. We do not anticipate paying any cash dividends on our common stock
in the foreseeable future. Unless we pay dividends, our stockholders will not be able to receive a return on their shares unless they
sell them. Stockholders may never be able to sell shares when desired. Before you invest in our securities, you should be aware that there
are various risks. You should consider carefully these risk factors, together with all of the other information included in this annual
report before you decide to purchase our securities. If any of the following risks and uncertainties develop into actual events, our business,
financial condition or results of operations could be materially adversely affected.
****
**Our stock may be subject
to substantial price and volume fluctuations due to a number of factors, many of which are beyond our control and may prevent our stockholders
from reselling our Common Stock at a profit.**
The market prices for our
securities may be volatile and may fluctuate substantially due to many factors, including:
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market conditions in the business marketing services and digital assets services sectors or the economy as a whole; | |
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price and volume fluctuations in the overall stock market; | |
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announcements of the introduction of new products and services by us or our competitors; | |
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actual fluctuations in our quarterly operating results, and concerns by investors that such fluctuations may occur in the future; | |
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deviations in our operating results from the estimates of securities analysts or other analyst comments; | |
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additions or departures of key personnel; | |
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legislation, including measures affecting e-commerce or infrastructure development; and | |
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developments concerning current or future strategic collaborations. | |
****
****
****
****
| | 39 | | |
****
**Item 1B. Unresolved Staff Comments.**
None.
**Item 1C. Cybersecurity**
We acknowledge the evolving nature of cyber threats
to our business and industry. The Board oversees managements processes for identifying and mitigating cybersecurity risks to help
align our risk exposure with our strategic objectives. To that end, cybersecurity risk management is integrated into the Company's overall
enterprise risk management function. The Company utilizes a combination of processes and systems designed to assess, monitor, and respond
to organizational cybersecurity risks in an effective manner across our operations. The cybersecurity risk management program includes
regular assessments, providing a holistic view of our risk posture; this contributes to the ongoing improvement of our process, cybersecurity
program, and security position.
**A. Governance**
Understanding the importance of cybersecurity,
the Board of Directors provides oversight of the Companys cybersecurity risks and threats. The Board has delegated responsibility
for the oversight of cybersecurity risk management to management, with day-to-day responsibility assigned to the Companys IT Manager.
The Companys information security program
is led by the IT Manager, who is responsible for implementing and managing the Companys enterprise-wide cybersecurity strategy,
policies, standards, architecture, and processes. The IT Manager reports directly to the Chief Executive Officer.
The Board receives regular updates from management,
including the IT Manager, regarding the Companys cybersecurity and data privacy programs. These updates include discussions of
key risks, risk management strategies, and program performance, supporting alignment of cybersecurity objectives with the Companys
overall business strategy.
**B.Key Program Components**
*Standards Based Program*
We use our best efforts to align our cybersecurity
risk management with industry best practices, including processes to prevent, identify, assess, treat, monitor, and report on organizational
risks. This does not imply that we meet any particular technical standards, specifications, or requirements, only that we use our program
utilizing tools as a guide to help us identify, assess, and manage cybersecurity risks relevant to our business. This covers Company owned
and managed systems and technologies, along with those supplied to the organization by third parties.
*Evolving Threats*
The program utilizes various resources, inclusive
of third-party partners, to support an awareness and understanding of evolving cybersecurity threats, allowing the organization to be
actively engaged in understanding and staying abreast of risks, and thereby supporting informed decision-making.
*Incident Response*
Our strategy includes an incident response plan,
designed to help the organization prepare for, respond to, and recover from confirmed or suspected cybersecurity or privacy incidents.
Further, it evaluates and validates the effectiveness of our incident response capabilities, and allows for improvements as needed.
| | 40 | | |
*Data Privacy*
During the course of normal business operations,
the Company collects, stores, and processes personal data. Being cognizant of the importance of protecting personal data and respecting
the rights of individuals to have control over their personal information, the organization implements a data privacy program designed
to comply with the respective local. data privacy regulations and incorporates data privacy into its risk management program.
*Training and Education*
The Company mitigates risks by educating users
on their role in combating security breaches, following good security practices, and maintaining awareness of security risks associated
with their actions. This includes mandatory and optional activities inclusive of online training, presentations, newsletters, blog posts,
and simulation exercises.
*Use of Third Parties*
Being cognizant of the complexity and dynamic
nature of cybersecurity threats, the Company engages the services of various third-party experts, inclusive of managed security service
providers, application and infrastructure cybersecurity assessors, consultants, and advisors. These engagements allow for the supplementing
of our internal capabilities with specialized knowledge and expertise in the execution of cybersecurity strategic functions.
*Third-Party Risks*
Given that risks associated with third parties
can adversely impact an organizations overall security and risk posture, the Company implements a third-party risk management program
to assess the security posture of third-party service providers. This includes security assessments prior to service engagement and ongoing
monitoring.
*Benchmarking*
The Company understands that the effective management
of cybersecurity risks requires continuous assessment and improvement. Security benchmarking is a critical component to assess how well
our security investments and processes compare with internal and external standards and objectives.
**C. Managements
Role and Expertise**
Primary responsibility for assessing, monitoring,
and managing the Companys cybersecurity risks currently rests with designated members of management. Key responsibilities include
overseeing governance and compliance, risk management (including identification, assessment, and mitigation of risks), and security and
privacy awareness programs.
In the absence of dedicated executive roles such
as a Chief Information Officer, oversight of the Companys overall technology strategy and cybersecurity function is currently performed
by the Chief Executive Officer, who has relevant experience in technology and operational management. The cybersecurity function reports
to and is overseen by the Chief Executive Officer.
The Company is in the process of evaluating the
appointment of a Chief Technology Officer to further enhance its technology leadership and governance structure. Upon appointment, it
is expected that responsibility for overseeing technology systems, services, and cybersecurity will transition to this role.
Notwithstanding the extensive approach we take
to cybersecurity, we may not be successful in preventing or mitigating a cybersecurity incident that could have a material adverse effect
on the Company. See Item 1A. Risk Factors for a discussion of cybersecurity risks.
| | 41 | | |
**Item 2.** **Properties.**
****
Our corporate and executive
office is located at Unit 2, Level 6, Westin Centre, 26 Hung To Road, Kwun Tong, Hong Kong, telephone number +1 888-493-8028. We are parties
to an office service arrangement without a specified term at a monthly rate of $3,270 with AY Consulting Company, a sole proprietorship
of Au-Yeung Sai Kit, our director.
We believe that our current
facilities are adequate for our current needs. We expect to secure new facilities or expand existing facilities as necessary to support
future growth. We believe that suitable additional space will be available on commercially reasonable terms as needed to accommodate our
operations.
**Item 3. Legal Proceedings.**
We are not involved in any litigation that we
believe could have a material adverse effect on our financial position or results of operations. There is no action, suit, proceeding,
inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to
the knowledge of our executive officers, threatened against or affecting our company or our officers or directors in their capacities
as such.
**Item 4. Mine Safety Disclosures.**
Not applicable.
| | 42 | | |
**PART II**
****
**Item 5. Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities.**
****
**Market information**
There is no established public
trading market in our common stock, and a regular trading market may not develop, or if developed, may not be sustained. Our securities
are quoted on the OTCID Basic Market under the symbol MDLK. As of March 24, 2026, the last closing price of our securities
was $0.0007.
|
Quarterly period | |
High | |
Low | |
|
Fiscal year ended December 31, 2025: | |
| | | |
| | | |
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Fourth Quarter | |
$ | 0.0007 | | |
$ | 0.0004 | | |
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Third Quarter | |
$ | 0.0006 | | |
$ | 0.0003 | | |
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Second Quarter | |
$ | 0.0011 | | |
$ | 0.0004 | | |
|
First Quarter | |
$ | 0.0007 | | |
$ | 0.0002 | | |
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Fiscal year ended December 31, 2024: | |
| | | |
| | | |
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Fourth Quarter | |
$ | 0.0007 | | |
$ | 0.0004 | | |
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Third Quarter | |
$ | 0.0010 | | |
$ | 0.0004 | | |
|
Second Quarter | |
$ | 0.0007 | | |
$ | 0.0003 | | |
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First Quarter | |
$ | 0.0016 | | |
$ | 0.0003 | | |
**Holders**
As of March 30, 2026, there
were 3,969,933,920 shares of Common Stock outstanding and issuable held by approximately 66 record holders.
**Dividends**
****
We have never paid cash dividends
on any of our capital stock and currently intend to retain our future earnings, if any, to fund the development and growth of our business.
We do not expect to pay any dividends on any of our capital stock in the foreseeable future.
**Stock Not Registered Under the Securities
Act; Rule 144 Eligibility**
Our Common Stock has not been
registered under the Securities Act. Accordingly, the shares of Common Stock issued and outstanding may not be resold absent registration
under the Securities Act and applicable state securities laws or an available exemption thereunder.
| | 43 | | |
**Rule 144**
****
Shares of our common stock that constitute restricted securities
may be resold in the public market only if registered under the Securities Act or if an exemption from registration is available, such
as Rule 144 promulgated under the Securities Act of 1933, as amended (the Securities Act).
Restricted securities, as defined
in Rule 144, are securities acquired in unregistered, private sales from the issuing company or from an affiliate of the issuer.
Rule 144 provides a safe harbor
for the resale of restricted securities, subject to certain conditions, including holding period requirements, the availability of current
public information about us, and, in the case of affiliates, limitations on the volume of shares that may be sold, the manner of sale,
and notice requirements.
*Affiliates*
****
Under Rule 144, a person who
is an affiliate of the Company, including our directors, executive officers, and significant stockholders, may sell shares of our common
stock in the public market subject to certain limitations. These limitations include restrictions on the number of shares that may be
sold during any three-month period, compliance with manner of sale requirements, and the filing of a notice on Form 144, as applicable.
Sales under Rule 144 are also subject to manner of sale provisions and notice requirements and to the availability of current public information
about us.
*Non-Affiliates*
**
For a person who has not been
deemed to have been one of our affiliates at any time during the 90 days preceding a sale, sales of our shares of common stock held longer
than six months, but less than one year, will be subject only to the current public information requirement and can be sold under Rule
144. A person who is not deemed to have been one of our affiliates at any time during the 90 days preceding a sale, and who has beneficially
owned the shares proposed to be sold for at least one year, is entitled to sell the shares without complying with the manner of sale,
public information, volume limitation or notice provisions of Rule 144.
**Recent Sales of Unregistered Securities**
On March 28, 2025, the Company
entered into a Share Exchange Agreement (the Share Exchange) of all the issued and outstanding shares with the shareholders
of ModuLink Investment Limited (hereafter referred to as, MIL), a British Virgin Islands limited liability company. MIL and its subsidiaries
engage in the property development industry adopting modular construction technology by leveraging Modular Integrated Construction (MiC),
Atmospheric Water Generators (AWG), and Internet of Things (IoT) technology enhanced by AI to redefine property development. Pursuant
to the Share Exchange Agreement, the Company issued 2,356,712,066 shares of common stock, at a valuation of $0.0034 per share, in exchange
for all the issued and outstanding shares with the shareholders of MIL. The Company relied on the exemption from registration pursuant
to Section 4(2) of, and Regulation D and/or Regulation S promulgated under the Act in selling the Companys securities to the shareholders
of MIL. The Share Exchange was consummated on May 1, 2025.
The foregoing description
of the Share Exchange Agreement is qualified in its entirety by reference to the Share Exchange Agreement which is filed as Exhibit 10.5
to the Registration Statement on Form 10-12G/A filed with the Securities and Exchange Commission and is incorporated herein by reference.
****
**Description of Registrants Securities
to Be Registered**
****
The following description
summarizes the material terms of our capital stock as of the date of this annual report. Because it is only a summary, it does not contain
all the information that may be important to you. For a complete description of our capital stock, you should refer to our Amended and
Restated Articles of Incorporation and our Bylaws, and to the provisions of applicable Nevada law.
| | 44 | | |
**Common Stock**
We are authorized to issue
up to six billion (6,000,000,000) shares of common stock, par value $0.001. Each share of common stock entitles the holder to one(1)
vote on each matter submitted to a vote of our shareholders, including the election of Directors. There is no cumulative voting. Subject
to preferences that may be applicable to any outstanding preferred stock, our Shareholders are entitled to receive ratably such dividends,
if any, as may be declared from time to time by the Board of Directors. Shareholders have no preemptive, conversion or other subscription
rights. There are no redemption or sinking fund provisions related to the common stock. In the event of liquidation, dissolution or winding
up of the Company, our Shareholders are entitled to share ratably in all assets remaining after payment of liabilities, subject to prior
distribution rights of preferred stock, if any, then outstanding.
**Preferred Stock**
We are authorized to issue
up to ten million (10,000,000) shares of preferred stock, par value $0.001, issuable in one series as may be determined by the Board.
Preferred Stock may be issued from time to time in one or more series as determined by the Board of Directors in its sole discretion.
On October 3, 2017, the Board designated a class of Preferred Stock as the Preferred A Stock, par value $0.001, with 50,000
authorized shares, and a class of Preferred Stock as the Preferred B Stock, par value $0.001, with 5,000,000 authorized
shares. On December 11, 2023, the Board increased the amount of preferred stock designated as Preferred A Stock from 50,000 authorized
shares to 500,000 authorized shares with each one Preferred A Stock voting as 10,000 shares of common stock. Concurrently, therewith,
the Board also eliminated the Preferred B Stock. On February 7, 2025, the Board amended and restated our Articles of Incorporation, which
among other things, amended and restated the rights, preferences, privileges, powers and restrictions of the Preferred A Stock as set
forth below and confirmed the cancellation of the Preferred B Stock.
*Series A Convertible Preferred
Stock*
On February 7, 2025, the Board
changed the name of the Preferred A Stock to the Series A Convertible Preferred stock. The Series A Convertible Preferred
Stock has a par value of $0.001 and 500,000 authorized shares, of which 200,000 are issued and outstanding.
Currently, holders of Series
A Convertible Preferred Stock are: (i) entitled to receive dividends or other distributions and rank prior to the Companys Common
Stock as to distribution of assets upon liquidation, dissolution; (ii) entitled to vote on all matters submitted to a vote of the shareholders
together with the Common Stock holders with each one share of Series A Convertible Preferred Stock having 20,000 votes; (iii) entitled
to convert Series A Preferred Stock into shares of Common Stock with each one share of Series A Convertible Preferred Stock be converted
to 20,000 shares of Common Stock.
Redemption. The Corporation
is not entitled to redeem shares of the Series A Convertible Preferred Stock.
**Options**
We have no options to purchase
shares of our common stock or any other of our securities outstanding as of the date of this Annual Report.
**Warrants**
We have no warrants to purchase
shares of our common stock or any other of our securities outstanding as of the date of this Annual Report.
**Dividends**
Holders of our common stock
are entitled to receive such dividends as may be declared by our board of directors. We paid no dividends during the periods reported
herein, nor do we anticipate declaring any dividends in the foreseeable future.
| | 45 | | |
**Transfer Agent and Registrar**
VStock Transfer, LLC located
at 18 Lafayette Place, Woodmere, New York 11598, telephone number (212) 828-8436, facsimile (646) 536-3179, serves as our stock transfer
agent.
**Anti-takeover Effects of Our Amended and Restated
Articles of Incorporation and Amended and Restated Bylaws**
Our Amended and Restated Articles
of Incorporation and Bylaws contain certain provisions that may have anti-takeover effects, making it more difficult for or preventing
a third party from acquiring control of the Company or changing our board of directors and management. According to our bylaws and articles
of incorporation, neither the holders of our common stock nor the holders of our preferred stock have cumulative voting rights in the
election of our directors.
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No Cumulative Voting. The Nevada Revised Statutes provide that stockholders are not entitled to the right to cumulate votes in the election of directors unless a corporations certificate of incorporation provides otherwise. Our Restated Articles of Incorporation and Bylaws do not provide for cumulative voting. The combination of the present ownership by a few stockholders of a significant portion of our issued and outstanding common stock and lack of cumulative voting makes it more difficult for other stockholders to replace our board of directors or for a third party to obtain control of the Company by replacing its board of directors. | |
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Issuance of Blank Check Preferred Stock. Our board of directors has the authority, without further action by the stockholders, to issue up to 10,000,000 shares of blank check preferred stock with rights and preferences, including voting rights, designated from time to time by our board of directors. The existence of authorized but unissued shares of preferred stock enables our board of directors to render more difficult or to discourage an attempt to obtain control of us by means of a merger, tender offer, proxy contest, or otherwise; | |
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Bylaws Amendments Without Stockholder Approval. Our Amended and Restated Articles provide our directors with the power to adopt, amend or repeal our bylaws without stockholder approval except that the Board of Directors shall have no power to change the quorum for meetings of stockholders or of the Board of Directors or to change any provisions of the bylaws with respect to the removal of directors of the filling of vacancies in the Board resulting from the removal by the stockholders. | |
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Broad Indemnity. We are permitted to indemnify directors and officers against losses that they may incur in investigations and legal proceedings resulting from their services to us, which may include services in connection with takeover defense measures. This provision may make it more difficult to remove directors and officers and delay a change in control of our management. | |
**Anti-takeover Effects of Nevada Law**
**Business Combinations**
The business combination
provisions of Sections 78.411 to 78.444, inclusive, of the Nevada Revised Statutes, or NRS, generally prohibit a Nevada corporation with
at least 200 stockholders from engaging in various combination transactions with any interested stockholder for a period
of three years after the date of the transaction in which the person became an interested stockholder, unless the transaction is approved
by the board of directors prior to the date the interested stockholder obtained such status; and extends beyond the expiration of the
three-year period, unless:
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the transaction was approved by the board of directors prior to the person becoming an interested stockholder or is later approved by a majority of the voting power held by disinterested stockholders, or | |
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if the consideration to be paid by the interested stockholder is at least equal to the highest of: (a) the highest price per share paid by the interested stockholder within the three years immediately preceding the date of the announcement of the combination or in the transaction in which it became an interested stockholder, whichever is higher, (b) the market value per share of common stock on the date of announcement of the combination and the date the interested stockholder acquired the shares, whichever is higher, or (c) for holders of preferred stock, the highest liquidation value of the preferred stock, if it is higher. | |
| | 46 | | |
A combination
is generally defined to include mergers or consolidations or any sale, lease exchange, mortgage, pledge, transfer or other disposition,
in one transaction or a series of transactions, with an interested stockholder having: (a) an aggregate market value equal
to 5% or more of the aggregate market value of the assets of the corporation, (b) an aggregate market value equal to 5% or more of the
aggregate market value of all outstanding shares of the corporation, (c) 10% or more of the earning power or net income of the corporation,
and (d) certain other transactions with an interested stockholder or an affiliate or associate of an interested stockholder.
In general, an interested
stockholder is a person who, together with affiliates and associates, owns (or within three years, did own) 10% or more of a corporations
voting stock. The statute could prohibit or delay mergers or other takeover or change in control attempts and, accordingly, may discourage
attempts to acquire our company even though such a transaction may offer our stockholders the opportunity to sell their stock at a price
above the prevailing market price.
Because we have less than
200 shareholders of record, these business combination provisions do not currently apply to us. Our Amended and Restated
Articles of Incorporation state that we have elected not to be governed by the business combination provisions.
****
**Control Share Acquisitions**
The control share
provisions of Sections 78.378 to 78.3793, inclusive, of the NRS apply to issuing corporations, which are Nevada corporations
with at least 200 stockholders, including at least 100 stockholders of record who are Nevada residents, and which conduct business directly
or indirectly in Nevada. The control share statute prohibits an acquirer, under certain circumstances, from voting its shares of a target
corporations stock after crossing certain ownership threshold percentages, unless the acquirer obtains approval of the target corporations
disinterested stockholders. The statute specifies three thresholds: one-fifth or more but less than one-third, one-third but less than
a majority, and a majority or more, of the outstanding voting power. Generally, once an acquirer crosses one of the above thresholds,
those shares in an offer or acquisition and acquired within 90 days thereof become control shares and such control shares
are deprived of the right to vote until disinterested stockholders restore the right.
These provisions also provide
that if control shares are accorded full voting rights and the acquiring person has acquired a majority or more of all voting power, all
other stockholders who do not vote in favor of authorizing voting rights to the control shares are entitled to demand payment for the
fair value of their shares in accordance with statutory procedures established for dissenters rights.
The effect of the Nevada control
share statutes is that the acquiring person, and those acting in association with the acquiring person, will obtain only such voting rights
in the control shares as are conferred by a resolution of the disinterested stockholders at an annual or special meeting. The Nevada control
share law, if applicable, could have the effect of discouraging takeovers of our company.
A corporation may elect to
not be governed by, or opt out of, the control share provisions by making an election in its articles of incorporation
or bylaws, provided that the opt-out election must be in place on the 10th day following the date an acquiring person has acquired a
controlling interest, that is, crossing any of the three thresholds described above. Our Amended and Restated Articles of Incorporation
state that we have elected not to be governed by the control share provisions.
****
**Item 6. [Reserved].**
| | 47 | | |
**Item 7.** **Managements Discussion and Analysis of Financial Condition and Results of Operations.**
****
**Forward-Looking Statements**
*Statements in the following
discussion and throughout this Annual Report that are not historical in nature are forward-looking statements. You can identify
forward-looking statements by the use of words such as expect, anticipate, estimate, may,
will, should, intend, believe, and similar expressions. Although we believe the
expectations reflected in these forward-looking statements are reasonable, such statements are inherently subject to risk and we can give
no assurances that our expectations will prove to be correct. Actual results could differ from those described in this Annual Report because
of numerous factors, many of which are beyond our control. These factors include, without limitation, those described under Item1A
Risk Factors. We undertake no obligation to update these forward-looking statements to reflect events or circumstances after
the date of this filing or to reflect actual outcomes. Please see Forward Looking Statements at the beginning of this Form
10.*
*The following discussion
of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the
related notes thereto and other financial information appearing elsewhere in this Form 10*.
**Overview**
The Company is engaged in
the business of property development by implementing modular integrated construction technology (MiC), embedded with our
proprietary atmospheric water generators (AWG) and property management system by internet of things technology (IoT).
We believe that these technologies support the development of sustainable and intelligent properties tailored for a varieties market,
including residential, commercial, industrial, and remote or resource-scarce environments.
The Company is strategically
positioned for growth by leveraging its integrated ecosystem that combines modular construction, clean energy solutions, water-from-air
technologies, IoT-enabled smart living platforms, and AI-driven healthcare systems. Management expects increasing global demand for sustainable,
technology-enabled communities to drive expansion across key markets, including Asia and Australia. The Companys approach of integrating
hardware and software into a unified platform enables more efficient construction, reduced resource consumption, and enhanced quality
of life for residents. Strategic collaborations with industry partners in robotics, construction, and green technologies are expected
to further accelerate deployment capabilities and support scalable growth across residential, healthcare, and senior living sectors.
Looking ahead, the Company
anticipates that its proprietary innovationssuch as air-to-water generation systems and AI-powered assisted living solutionswill
create new revenue opportunities through both project-based deployments and recurring SaaS-driven models. The planned rollout of next-generation
products, including household water generation systems and expanded IoT platforms, is expected to strengthen market positioning and diversify
revenue streams. Management believes that its focus on cost efficiency, sustainability, and rapid deployment provides a competitive advantage
as regulatory requirements and consumer preferences increasingly favor environmentally responsible solutions. While the Company remains
subject to execution risks, including market adoption, capital requirements, and technological development timelines, it is committed
to disciplined growth, strategic investment, and operational scalability to enhance long-term shareholder value.
We are at a development stage
company and during the years ended December 31, 2025 and 2024, the Company derived revenue primarily from modular building construction
and design services business. We reported a net loss of $1,270,120 and $283,378 for the years ended December 31, 2025 and 2024, respectively.
We had current assets of $616,427 and current liabilities of $729,388 as of December 31, 2025. As of December 31, 2024, our current assets
and current liabilities were $1,030,614 and $904,610, respectively. We had net cash used in operating activities of $1,236,551 for the
year ended December 31, 2025 and net cash used in operating activities of $345,193 for the year ended December 31, 2024. As at December
31, 2025 and 2024, we had accumulated deficit of $4,119,851 and $2,849,731, respectively.
| | 48 | | |
Our financial statements for
the years ended December 31, 2025 and 2024 have been prepared assuming that we will continue as a going concern. Our continuation as a
going concern is dependent upon improving our profitability and the continuing financial support from our stockholders and Zenith (Hong
Kong) as more fully described in the sub-section entitled Going Concern below. The Company plans to secure additional funding
to support its current operations, expected future growth and strategic objectives. Management is actively pursuing financing opportunities
through debt and equity transactions, as well as exploring new development projects and accelerating the commercialization of its products.
If successfully executed, these initiatives are expected to generate positive operating cash flows and improve the Companys financial
position.
Based on managements current estimates, the Company believes
that, assuming continued financial support from officers, directors and existing shareholders, continued forbearance from Zenith (HK),
and/or the successful completion of additional financing, it may have sufficient liquidity to meet its obligations and fund its operations
for at least the next twelve months. However, there can be no assurance that such support, forbearance or financing will continue to be
available on acceptable terms, or at all, and these conditions raise substantial doubt about the Companys ability to continue as
a going concern.
**Proposed Acquisition of ASA Robotics
Limited**
****
On January 26, 2026, the Company
entered into a definitive Share Purchase Agreement to acquire a 60% equity interest in ASA Robotics Limited (ASA), a Hong
Kong-based robotics and intelligent automation company. The acquisition will be completed through the issuance of 6,500 shares of the
Companys preferred stock, representing total consideration of approximately HKD 5,000,000 (approximately USD 641,026), subject
to customary closing conditions.
The transaction was originally
expected to close on or before February 28, 2026. On February 27, 2026, the parties mutually agreed to extend the anticipated closing
date to allow additional time to complete certain capital restructuring and governance arrangements relating to ASA. The Company expects
to complete the acquisition as soon as practicable.
As of the date of issuance
of these financial statements, the transaction has not yet closed. Accordingly, no amounts related to the proposed acquisition have been
recognized in the accompanying consolidated financial statements. The proposed acquisition represents a non-recognized subsequent event.
The Company is progressing
with its proposed acquisition of a 60% equity interest in Asa Robotics Limited (ASA), a Hong Kongbased artificial
intelligence and robotics company focused on elderly care and healthcare applications. Management believes this acquisition represents
a strategic step in expanding the Companys capabilities in AI-enabled solutions within healthcare and institutional environments.
ASA has demonstrated practical deployment of its technologies across multiple public and private hospitals in Hong Kong, including applications
in geriatric care, patient support, inventory digitization, and workflow optimization. Its product portfolio, including AI-powered companion
and monitoring systems, supports improved patient safety, operational efficiency, and quality of care, particularly for elderly populations.
The integration of ASAs technologies is expected to complement the Companys existing ecosystem of smart living, modular
construction, and IoT-enabled solutions, further strengthening its position in the development of technology-enabled communities and healthcare
infrastructure.
The parties have mutually
agreed to extend the expected completion timeline to allow for the finalization of certain capital restructuring matters and the establishment
of an optimized governance framework for ASA. Management believes that completing these steps prior to closing will strengthen ASAs
shareholder structure and support long-term strategic alignment, including the involvement of an institutional and technology-focused
minority investor. While the timing of completion may extend beyond initial expectations, the Company remains committed to consummating
the transaction as soon as practicable, subject to customary closing conditions and regulatory approvals. Upon completion, management
anticipates that ASAs established deployments and ongoing institutional engagements will provide a foundation for future expansion
into hospitals, elderly care facilities, and other healthcare-related environments, as well as potential entry into selected overseas
markets, thereby contributing to the Companys long-term growth strategy.
| | 49 | | |
**Results of Operations for the Year Ended December
31, 2025 and 2024**
****
*Comparison of the fiscal years ended December
31, 2025 and 2024*
The following table sets forth
certain operational data for the years indicated:
|
| |
Years Ended December 31, | |
|
| |
2025 | |
2024 | |
|
Revenues: | |
| |
| |
|
Design and build services | |
$ | 1,065,210 | | |
$ | 114,482 | | |
|
Project design and management services | |
| 217,949 | | |
| 294,860 | | |
|
Sales of goods | |
| 11,390 | | |
| | | |
|
Total revenue | |
| 1,294,549 | | |
| 409,342 | | |
|
Cost of services | |
| (1,226,786 | ) | |
| (349,179 | ) | |
|
Gross profit | |
| 67,763 | | |
| 60,163 | | |
|
Operating expenses: | |
| | | |
| | | |
|
General and administrative expenses | |
| (1,304,707 | ) | |
| (298,675 | ) | |
|
Loss from operation | |
| (1,236,944 | ) | |
| (238,512 | ) | |
|
Other expenses, net | |
| (2,552 | ) | |
| (7,185 | ) | |
|
Sharing of associate loss | |
| (30,624 | ) | |
| | | |
|
Loss before income taxes | |
| (1,270,120 | ) | |
| (245,697 | | |
|
Income tax expense | |
| | | |
| (37,681 | ) | |
|
Net loss | |
$ | (1,270,120 | ) | |
$ | (283,378 | ) | |
*Revenue*
During the year ended December
31, 2025 and 2024, the following customers accounted for 10% or more of our total net revenues.
|
| |
Year ended December 31, 2025 | |
|
Customer | |
Revenues | |
Percentage of revenues | |
|
An individual customer based in Hong Kong | |
$ | 1,065,210 | | |
| 82% | | |
|
Zenith (HK) Engineering Limited | |
| 217,949 | | |
| 17% | | |
|
Total: | |
$ | 1,283,159 | | |
| 99% | | |
|
| |
Year ended December 31, 2024 | |
|
Customer | |
Revenues | |
Percentage of revenues | |
|
CRCC - Kwan Lee - Paul Y. JV | |
$ | 114,482 | | |
| 28% | | |
|
Zenith (HK) Engineering Limited | |
| 294,860 | | |
| 72% | | |
|
Total: | |
$ | 409,342 | | |
| 100% | | |
| | 50 | | |
The significant increase in
revenue to $1,294,549 in 2025 from $409,342 in 2024 by approximately 216% was primarily attributable to revenue contributions from the
new design and build services project provided to an individual customer in Hong Kong. In August 2024, we entered into a design services
management agreement with Zenith (HK) for a total contract sum of HK$4,000,000 (approximately $513,000). Under this agreement, we provided
technical design manpower services for the Sheung Shui Town Lot No. 263 (F0874), Kwu Tung North Podium and Tower project. Our scope of
work included deploying skilled technical personnel to support design development, project planning, coordination activities, and close
collaboration with Zenith HKs internal team. This engagement marked a strategic shift toward service-based offerings that leverage
our technical expertise while requiring less capital investment than traditional design and build contracts. The project was completed
as scheduled in June 2025. In contrast, the corresponding period in 2024 reflected lower revenue following the completion of our design
and build project with CRCC Kwan Lee Paul Y. JV in early 2024, after which the Company did not secure any new contracts
in this service segment for the remainder of that year.
Looking ahead, the Company
intends to focus on design and project management services for future developments, particularly in overseas markets. Unlike the design
and build model, which typically involves obtaining multiple licenses, permits, and regulatory approvals that may vary significantly across
jurisdictions, our design and project management approach enables us to leverage our core competencies while minimizing regulatory complexity
and operational risk. This strategic shift is expected to enhance agility, reduce capital intensity, and position the Company for more
sustainable growth in diverse international markets.
Revenue from design and build
services is recognized over time using the cost-to-cost method to measure progress toward fulfilling our performance obligations.
*Cost of Revenue*
Cost of services were $1,226,786
and $349,179 for the year ended December 31, 2025 and 2024, respectively The increase was directly attributable to the commencement and
execution of new projects during the year, and is consistent with the corresponding growth in revenue. The higher costs primarily reflect
the deployment of additional resources, including labor and subcontracted services, to support the expanded scope of operations across
both our Design and Build Services and Project Design and Management Services segments.
*Gross Profit*
We recorded gross profit of
$67,763 and $60,163 for the years ended December 31, 2025 and 2024, respectively. The increase in gross profit was attributable to revenue
contributions from a new design and build services project provided to an individual customer in Hong Kong.
*General and administrative expenses**(G&A
expenses)*
General and administrative
expenses were $1,304,707 for the year ended December 31, 2025, compared to $298,675 for the year ended December 31, 2024. These expenses
primarily include advertising and marketing expenses, business development, professional and consultancy fees, personnel related expenses,
as well as costs incurred in connection with general operations of the Company. The significant increase in general and administrative
expenses during the current period was primarily driven by the continued expansion of our subsidiaries, which resulted in higher operational
and staffing costs. Additionally, the Company incurred substantial professional fees related to the business combination process, including
legal, advisory, and due diligence expenses. These investments reflect the Companys strategic efforts to support growth initiatives
and strengthen its operational infrastructure.
*Income Tax Expense*
We incurred income tax expense
of $Nil and $37,681 during the years ended December 31, 2025 and 2024, respectively. Income is subject to taxation in various countries
in which the Company and its subsidiaries operate or are incorporated. No income tax has been provided for the year ended December 31,
2025 as the group entities incurred tax losses for the tax year. The income tax expense incurred in 2024 was Hong Kong profits tax in
which the subsidiaries are subject to the two-tiered profits tax rates from 8.25% to 16.5% on the estimated assessable profits derived
from operations in Hong Kong, after deducting a tax concession for the tax year.
| | 51 | | |
**Liquidity and Capital Resources**
The following summarizes the
key component of our cash flows for the years ended December 31, 2025 and 2024.
**
|
| |
Years ended December 31, | |
|
| |
2025 | |
2024 | |
|
Net cash used in operating activities | |
$ | (1,236,551 | ) | |
$ | (345,193 | ) | |
|
Net cash used in investing activities | |
$ | (54,865 | ) | |
$ | (25,658 | ) | |
|
Net cash provided by financing activities | |
$ | 1,062,075 | | |
$ | 392,509 | | |
*Net Cash Used In Operating Activities*
For the year ended December
31, 2025, net cash used in operating activities was $1,236,551, primarily consisting of a net loss of $1,270,120, an increase in amount
due from an associate of $156,389, an increase in amount due from related companies of $58,219, a decrease in accrued expenses and other
payables of $237,118. These were partially offset by a decrease in contract assets of $301,502, decrease in prepaid expenses and other
current assets of $32,175 and decrease in contract liabilities of $37,529.
For the year ended December
31, 2024, net cash used in operating activities was $345,193, primarily consisting of a net loss of $245,697, decrease in amount due to
related companies of $415,548, with were partly offset by decrease in prepaid expenses and other current assets of $97,930 and increase
in contract liabilities of $149,571.
*Net Cash Used In Investing Activities*
For the year ended December
31, 2025, net cash used in investing activities was $54,865, which mainly consisted of purchase of equipment of $36,788 and prepayment
for mouldings of $18,077.
For the year ended December
31, 2024, net cash used in investing activities was $25,658, which mainly consisted of purchase of equipment of $25,655.
*Net Cash Provided by Financing Activities*
**
For the year ended December
31, 2025, net cash provided by financing activities totaled $1,062,075, mainly due to proceeds from share issuance of $1,069,230.
**
For the year ended December
31, 2024, net cash provided by financing activities was $392,509, which consisted of proceeds from share issuance in a subsidiary of $542,308
with offset by the loan of $149,799 advanced to an independent property development entity based in Canada.
Working Capital
As of December 31, 2025 and
2024, our cash and cash equivalents amounted to $152,786 and $382,127 and our working capital was deficit of $112,961 and surplus of $126,004,
respectively.
Looking forward, we anticipate a significant increase
in operating expenses as we execute our expansion strategy across multiple geographical markets. In particular, we expect higher business
development, sales, and marketing expenditures as we focus on strengthening our customer base, pursuing new project opportunities, and
broadening our sales network to enhance market penetration. In addition, we foresee increased professional and consultancy fees to support
technical, legal, and strategic initiatives, alongside higher administrative costs arising from ongoing corporate restructuring efforts
and the associated regulatory compliance and filing requirements. These planned investments are intended to position the Company for sustained
revenue growth, although they may place increased demands on our working capital in the near term.
| | 52 | | |
**Going Concern**
Our ability to continue as
a going concern is dependent upon, among other things, improving operating performance, obtaining additional capital, and continuing to
receive financial support from our officers, directors, existing shareholders and other related parties. Our sources of capital have historically
included the sale of equity securities, including common stock sold in private transactions, and short-term and long-term indebtedness.
We expect that additional capital will be required to fund our operations and execute our business plan. Although management is actively
pursuing external financing and believes that existing shareholders, officers and directors may continue to provide support, there can
be no assurance that any such financing or support will be available on acceptable terms, in a timely manner, or at all. The Company currently
relies on funding provided by officers and directors to support ongoing operating activities, and management has also considered the continued
forbearance of Zenith (HK) with respect to the repayment of the notes described below. Accordingly, management believes that the Company
may be able to continue funding its current level of operations for the next 12 months only if such support, forbearance and/or additional
financing continue. These conditions raise substantial doubt about the Companys ability to continue as a going concern.
We were indebted to
Zenith (HK) in the approximate amount of $132,260 as of December 31, 2025. Pursuant to the Stock Purchase Agreement dated January 22,
2025, the two convertible promissory notes were purchased and assigned to Zenith (HK) on January 30, 2025. On February 28, 2025, Zenith
(HK) waived all rights to convert the outstanding principal amount and any accrued but unpaid interest under the two convertible promissory
notes into equity securities of the Company. Both notes are due and payable. Although Zenith (HK) has indicated a willingness to work
with the Company regarding repayment of such indebtedness, there is no binding commitment requiring Zenith (HK) to continue such forbearance,
and the Company does not expect to generate sufficient cash flow from operations to repay these notes within the next twenty-four months.
If Zenith (HK) were to demand repayment before the Company secures additional financing or achieves improved operating cash flow, the
Companys ability to implement its business plan and continue operations could be materially adversely affected.
We require additional funding
to meet our ongoing obligations, support anticipated operating losses, and execute our business plan. Our ability to continue as a going
concern is dependent on our ability to raise additional capital and, over time, achieve profitable operations and positive cash flow.
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern and do
not include any adjustments that might result from the outcome of this uncertainty, including adjustments to the recoverability and classification
of recorded assets and liabilities.
We
expect to continue incurring business development, sales and marketing, professional, administrative, public company compliance and other
operating expenses. As a result, we will require additional funding and expect to seek such capital through equity financings, debt financings,
and advances or other support from related parties. If we are unable to obtain additional financing or continued related-party support,
we may be required to delay or reduce the scope of our business development activities, curtail planned expansion initiatives, or take
other measures to conserve liquidity, any of which could materially adversely affect our business, financial condition and results of
operations. Additional funding may not be available on favorable terms, in sufficient amounts, or at all.
If we are unable to raise additional funds or otherwise obtain sufficient
liquidity to support operations, we may be required to significantly curtail or discontinue our operations, and investors in our common
stock could lose all or a substantial portion of their investment.
**Material Cash Requirements**
We
incurred loss of $1,270,120 for the year ended December 31, 2025 and we expect to continue to incur net losses for the foreseeable future.
We expect net cash expended in 2026 to be significantly higher than 2025. As of December 31, 2025, we had an accumulated deficit of $4,119,851.
Our material cash requirements are highly dependent upon the additional financial support from our major shareholders and external financing
in the next 12 - 18 months.
| | 53 | | |
We had the following contractual obligations and
commercial commitments as of December 31, 2025:
|
Contractual Obligations | |
Total | |
Less than 1 year | |
1-3 Years | |
3-5 Years | |
More than 5 Years | |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
| |
|
Account payables | |
| 33,461 | | |
| 36,461 | | |
| | | |
| | | |
| | | |
|
Accrued expenses | |
| 82,880 | | |
| 82,880 | | |
| | | |
| | | |
| | | |
|
Contract liabilities | |
| 187,100 | | |
| 187,100 | | |
| | | |
| | | |
| | | |
|
Tax liabilities | |
| 55,500 | | |
| 55,500 | | |
| | | |
| | | |
| | | |
|
Amount due to related companies | |
| 227,801 | | |
| 227,801 | | |
| | | |
| | | |
| | | |
|
Amount due to directors | |
| 10,386 | | |
| 10,386 | | |
| | | |
| | | |
| | | |
|
Notes payable | |
| 132,260 | | |
| 132,260 | | |
| | | |
| | | |
| | | |
|
| |
| | | |
| | | |
| | | |
| | | |
| | | |
|
Total obligations | |
| 729,388 | | |
| 729,388 | | |
| | | |
| | | |
| | | |
**Off-Balance Sheet Arrangements**
The Company has no off-balance
sheet arrangements other than the corporate guarantee provided by its subsidiary in connection with general banking facilities granted
to both the subsidiary and a related company wholly owned by Mr. Tam Hin Wah Anthony. The maximum exposure under this guarantee is approximately
$1.91 million.
This guarantee represents
a contingent liability. The Company may be required to perform under the guarantee if the related company defaults on its obligations
to the lending bank. No liability has been recognized in the consolidated financial statements, as management currently believes that
payment under the guarantee is not probable.
Management monitors the financial
condition of the related company, but there can be no assurance that the guarantee will not be called in the future. If the guarantee
is triggered, it could have a material adverse effect on the Companys financial condition, liquidity, and results of operations.
**Critical Accounting Policies and Estimates.**
The preparation of consolidated
financial statements in conformity with accounting principles generally accepted in the United States requires our management to make
assumptions, estimates and judgments that affect the amounts reported, including the notes thereto, and related disclosures of commitments
and contingencies, if any. We have identified certain accounting policies that are significant to the preparation of our consolidated
financial statements. These accounting policies are important for an understanding of our financial condition and results of operations.
Critical accounting policies are those that are most important to the presentation of our financial condition and results of operations
and require management's subjective or complex judgment, often as a result of the need to make estimates about the effect of matters that
are inherently uncertain and may change in subsequent periods. Certain accounting estimates are particularly sensitive because of their
significance to consolidated financial statements and because of the possibility that future events affecting the estimate may differ
significantly from management's current judgments. We believe the following accounting policies are critical in the preparation of our
consolidated financial statements.
|
|
|
Use of estimates and assumptions | |
In preparing these consolidated financial statements,
management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenues
and expenses during the years reported. Actual results may differ from these estimates. If actual results significantly differ from the
Companys estimates, the Companys financial condition and results of operations could be materially impacted. Significant
estimates in the period include the revenue recognition, allowance for Expected Credit Losses and deferred tax valuation allowance.
| | 54 | | |
|
|
|
Basis of consolidation | |
The consolidated financial statements include
the financial statements of ModuLink Inc., ModuLink Investment Limited and its subsidiaries and associated company for which it is the
primary beneficiary. Upon making this determination, the Company is deemed to be the primary beneficiary of these entities, which are
then required to be consolidated for financial reporting purpose. All significant intercompany transactions and balances have been eliminated
upon consolidation.
Transactions involving entities under common control
are accounted for using the merger accounting. The consolidated financial statements of the combining entities are presented as if the
reorganization occurred at the beginning of the earliest reporting period presented. No gain or loss is recognized in the consolidated
financial statements as a result of the reorganization. The historical financial information of all entities under common control is combined
retroactively for all periods presented. The financial statements reflect consistent accounting policies and principles across all entities.
|
|
|
Cash and cash equivalents | |
Cash and cash equivalents are carried at cost
and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an
original maturity of three months or less as of the purchase date of such investments.
|
|
|
Impairment of long-lived assets | |
In accordance with the provisions of ASC Topic
360, *Impairment or Disposal of Long-Lived Assets*, all long-lived assets such as plant and equipment and intangible
assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying
amount of an asset may not be recoverable. Recoverability of assets to be held and used is evaluated by a comparison of the carrying amount
of an asset to its estimated future undiscounted cash flows expected to be generated by the asset. If such assets are considered to be
impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed the fair value
of the assets. There has been no impairment charge for the years presented.
|
|
|
Revenue recognition | |
The Company derives a significant portion of revenues
from contracts with its customers during the years ended December 31, 2025 and 2024, predominantly by performing design and building services
and project design and management services for both public and private projects, with an emphasis on commercial and residential developments.
In accordance with ASC 606, Revenue From Contracts
with Customers, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects
the consideration the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements
that are within the scope of the standard, the entity performs the following five steps: (i) identify the contract(s) with a customer;
(ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price
to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation.
The standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with
customers. The standard also includes criteria for the capitalization and amortization of certain contract acquisition and fulfillment
costs.
The Company acts as the principal in all of its
revenue arrangements, as it controls the goods or services before transfer to the customer and is primarily responsible for fulfilling
the contractual obligations.
| | 55 | | |
Design and building services
Revenues derived from design and building
services are recognized over time by using the cost-to-cost method to measure the progress towards the completion of the performance
obligation as the customer simultaneously receives and consumes the benefits from the services rendered by the Company as the
Company satisfies its performance obligations by transferring control of the asset created or enhanced by the project to the
customer. The contracts for design and building services are legally enforceable and binding agreements between the Company and
customers. Recognition of revenues for construction projects requires significant judgment by management, including, among other
things, estimating total costs expected to be incurred to complete a project and measuring progress toward completion. Management
reviews contract estimates regularly to assess revisions of estimated costs to complete a project and for measurement of progress
toward completion. No material adjustments to a contract were noted in the fiscal years ended December 31, 2025 and 2024.
The Company reviews and updates the estimated
total costs of the contracts at least annually. Revisions to contract revenue and estimated total costs of the contracts are made in the
period in which the facts and circumstances that cause the revision become known and are accounted for as changes in estimates. Management
believes the Company maintains reasonable estimates based on prior experience; however, many factors contribute to changes in estimates
of contract costs. Accordingly, estimates made with respect to uncompleted projects are subject to change as each project progresses and
better estimates of contract costs become available. All contract costs are recorded as incurred, and revisions to estimated total costs
are reflected as soon as the obligation to perform is determined. Provisions are recognized for the full amount of estimated losses on
uncompleted contracts whenever evidence indicates that the estimated total cost of a contract exceeds its estimated total revenue, regardless
of the stage of completion. When the Company incurs additional costs related to work performed by subcontractors, the Company may be able
to utilize contractual provisions to back charge the subcontractors for those costs.
Revenue in excess of billings on the contracts
is recorded as costs and estimated earnings in excess of billings. Billings in excess of revenues recognized on the contracts are recorded
as deferred revenue until the above revenue recognition criteria are met. Recognition of accounts receivable and costs and estimated earnings
in excess of billings are stated set out in Note 2(I) of ModuLink Inc. of notes to consolidated financial statements for the years ended
December 31, 2025 and 2024.
If at any time the costs to complete the contract
are estimated to exceed the remaining amount of the consideration under the contract, then a provision is recognized.
Project design and management services
Revenues derived from design and management services
are recognized over time by output method based on milestones reached as certified by engineer to measure the progress towards the completion
of the performance obligation as the customer simultaneously receives and consumes the benefits from the services rendered by the Company.
The contracts for project design and management services are legally enforceable and binding agreements between the Company and customers.
Sales of Goods
Revenues from the sale of goods are recognized
at a point in time when control of the goods is transferred to the customer, which generally occurs upon delivery and acceptance of the
goods, in accordance with the terms of the underlying contract.
The amount of revenue recognized reflects the
consideration to which the Company expects to be entitled in exchange for transferring the goods, net of any discounts, rebates, returns,
and value-added taxes.
| | 56 | | |
|
|
|
Income taxes | |
The Company adopted the ASC 740 *Income
tax* provisions of paragraph 740-10-25-13, which addresses the determination of whether tax benefits claimed or expected to
be claimed on a tax return should be recorded in the consolidated financial statements. Under paragraph 740-10-25-13, the Company may
recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on
examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated
financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%)
likelihood of being realized upon ultimate settlement. Paragraph 740-10-25-13 also provides guidance on de-recognition, classification,
interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material
adjustments to its liabilities for unrecognized income tax benefits according to the provisions of paragraph 740-10-25-13.
The estimated future tax effects of temporary
differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs
and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides
valuation allowances as management deems necessary.
|
|
|
Uncertain tax positions | |
The Company did not take any uncertain tax positions
and had no adjustments to its income tax liabilities or benefits pursuant to the ASC 740 provisions of Section 740-10-25 for the years
ended December 31, 2025 and 2024.
|
|
|
Foreign currencies translation | |
Transactions denominated in currencies other than
the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction.
Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency
using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the consolidated statement
of operations.
The reporting currency of the Company is United
States Dollar ("US$") and the accompanying consolidated financial statements have been expressed in US$. In addition, the Company
is operating in Hong Kong, and maintains its books and record in its local currencies, Hong Kong Dollars (HKD) respectively,
which is a functional currency as being the primary currency of the economic environment in which their operations are conducted. In general,
for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$, in
accordance with ASC Topic 830-30, *Translation of Financial Statement*, using the exchange rate on the balance sheet
date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation
of financial statements of foreign subsidiary are recorded as a separate component of accumulated other comprehensive income within the
statements of changes in shareholders equity.
Translation of amounts from HKD into US$ has been
made at the following exchange rates for the years ended December 31, 2025 and 2024:
|
| |
December 31, 2025 | |
December 31, 2024 | |
|
Year-end HKD:US$ exchange rate | |
| 0.1282 | | |
| 0.1282 | | |
|
Average HKD:US$ exchange rate | |
| 0.1282 | | |
| 0.1282 | | |
| | 57 | | |
|
|
|
Comprehensive income | |
ASC Topic 220, *Comprehensive Income*,
establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive income
as defined includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive income, as presented
in the accompanying consolidated statements of changes in shareholders equity, consists of changes in unrealized gains and losses
on foreign currency translation. This comprehensive income is not included in the computation of income tax expense or benefit.
|
|
|
Related parties | |
The Company follows the ASC 850-10, *Related
Party Disclosures* for the identification of related parties and disclosure of related party transactions.
Pursuant to section 850-10-20 the related parties
include a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election
of the fair value option under the Fair Value Option Subsection of section 825-10-15, to be accounted for by the equity method by the
investing entity; c) trusts for the benefit of employees, such as pension and Income-sharing trusts that are managed by or under the trusteeship
of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one
party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting
parties might be prevented from fully pursuing its own separate interests; and g)other parties that can significantly influence
the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and
can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing
its own separate interests.
The consolidated financial statements shall include
disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items
in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined
financial statements is not required in those statements. The disclosures shall include: a)the nature of the relationship(s) involved;
b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods
for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions
on the financial statements; c)the dollar amounts of transactions for each of the periods for which income statements are presented
and the effects of any change in the method of establishing the terms from that used in the preceding period; and d)amount due
from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.
|
|
|
Fair value of financial instruments | |
The Company follows paragraph 825-10-50-10 of
the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and has adopted paragraph 820-10-35-37
of the FASB Accounting Standards Codification (Paragraph 820-10-35-37) to measure the fair value of its financial instruments.
Paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a framework for measuring fair value in generally accepted
accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair
value measurements and related disclosures, paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a fair value
hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value
hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest
priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by paragraph 820-10-35-37 of the FASB Accounting
Standards Codification are described below:
|
Level 1 |
|
Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. | |
|
|
|
| |
|
Level 2 |
|
Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. | |
|
|
|
| |
|
Level 3 |
|
Pricing inputs that are generally observable inputs and not corroborated by market data. | |
| | 58 | | |
Financial assets are considered Level 3 when their
fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant
model assumption or input is unobservable.
The fair value hierarchy gives the highest priority
to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If
the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is
based on the lowest level input that is significant to the fair value measurement of the instrument.
The carrying amounts of the Companys financial
assets and liabilities, such as cash and cash equivalents, prepaid expense and other current assets, accrued liabilities and other payables,
accrued consulting service fee, amounts due to related parties and income tax payable approximate their fair values because of the short
maturity of these instruments.
|
|
|
Segment Reporting | |
We currently operate in a single operating segment
and a single reporting segment. Operating segments are defined as components of an enterprise about which separate financial information
is regularly evaluated by the chief operating decision maker (CODM), which is fulfilled by our Chief Executive Officer,
in deciding how to allocate resources and assess performance. Our Chief Executive Officer allocates resources and evaluates performance
primarily based on financial information for this segment. Other activities, such as the sale of goods, are currently immaterial and do
not meet the quantitative thresholds for separate segment reporting. Accordingly, all required financial segment information is presented
in the consolidated financial statements, and the Company will reassess segment reporting if other activities become material in future
periods.
|
|
|
Recent accounting pronouncements | |
Public companies in the United States are subject
to the accounting and reporting requirements of various authorities, including FASB and the SEC.
On December 14, 2023, the FASB issued Accounting
Standards Update (ASU) 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures related to
improvements to income tax disclosures. The amendments in this update require enhanced jurisdictional and other disaggregated disclosures
for the effective tax rate reconciliation and income taxes paid. The amendments in this update are effective for fiscal years beginning
after December 15, 2024. The Company adopted this standard effective January 1, 2025 on a retrospective basis, applying the new disclosure
requirements to all periods presented. The adoption resulted in additional disclosures in the income tax footnote but did not impact the
Companys consolidated financial position, results of operations, or cash flows.
On November 27, 2023, FASB issued ASU 2023-07,
Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires public entities to consider
relevant qualitative and quantitative factors when determining whether segment expense categories and amounts are significant, and identify
segment expenses on the basis of amounts that are regularly provided to the CODM, and included in reported segment profit or loss. The
ASU is effective for fiscal years beginning after Dec. 15, 2023, and interim periods within fiscal years beginning after Dec. 15, 2024.
The Company adopted this standard effective January 1, 2024, applying it retrospectively to all periods presented. As the Company has
one reportable segment, the adoption had no material impact on the Companys financial statements, but resulted in additional expense
disclosures and reconciliations in the financial statement footnotes.
In November 2024, the FASB issued ASU 2024-03
(ASU 2024-03), Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40).
ASU 2024-03 requires that public business entities disclose additional information about specific expense categories in the notes to financial
statements at interim and annual reporting periods. The prescribed categories include purchases of inventory, employee compensation, depreciation,
intangible asset amortization, and depletion. This authoritative guidance is effective for annual periods beginning after December 15,
2026 and interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the effect
of this new guidance on its consolidated financial statements.
In July 2025, the FASB issued ASU 2025-05, Financial
InstrumentsCredit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The amendments
in this Update provide (1) guidance on measuring expected credit losses using a probabilistic method and (2) a practical expedient for
all entities that simplifies the estimation of expected credit losses for current trade accounts receivable and contract assets arising
from revenue transactions. The Update is effective for public business entities for fiscal years beginning after December 15, 2025, including
interim periods within those fiscal years. Early adoption is permitted. The Company early adopted this ASU effective for the fiscal year
beginning January 1, 2025. The Company has elected the practical expedient provided therein. Accordingly, the Companys estimate
of expected credit losses on its trade accounts receivable and other receivables is now based solely on historical loss experience and
current asset-specific conditions. This change has been applied retrospectively as of the beginning of the annual period of adoption.
The adoption of this ASU did not have a material impact on the Companys consolidated financial statements.
| | 59 | | |
In September 2025, the FASB issued ASU 2025-06,
Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use
Software, which removes all references to software development project stages. The ASU requires entities to begin capitalizing
software costs when management authorizes and commits to funding the software project, and it is probable that the project will be completed
and the software will be used for its intended purpose. This ASU is effective for annual reporting periods beginning after December 15,
2027, and interim reporting periods within those annual reporting periods, with early adoption permitted. Upon adoption, the guidance
can be applied prospectively, retrospectively, or with a modified transition approach. The Company is currently evaluating the impact
that ASU 2025-06 will have on its consolidated financial statements.
In December 2025, the FASB issued ASU 2025-11,
Interim Reporting (Topic 270): Narrow-Scope Improvements, which is intended to improve navigability of the guidance in Topic
270, Interim Reporting, and clarify when it applies. The ASU also addresses the form and content of such financial statements and interim
disclosure requirements and establishes a principle under which an entity must disclose events from the end of the last annual reporting
period that have a material impact on the entity. This ASU is effective for annual reporting periods beginning after December 15, 2027,
and interim reporting periods within those annual reporting periods, with early adoption permitted. The Company is currently evaluating
the impact that ASU 2025-11 will have on its consolidated financial statements and related disclosures.
Other pronouncements issued by the FASB or other
authoritative accounting standards groups with future effective dates are either not applicable or are not expected to be significant
to the Companys financial position, results of operations or cash flows.
**Item 7A. Quantitative and Qualitative Disclosures about Market Risk.**
We are a smaller reporting company as defined by Rule 12b-2 of the
Securities Exchange Act of 1934 and are not required to provide the information under this item.
****
**Item 8. Financial Statements and Supplementary Data.**
See Item 15 Exhibits, Financial Statement
Schedules of Part IV of this Annual Report on Form 10-K. The consolidated financial statements and the Report of Independent Registered
Certified Public Accounting Firm thereon are filed and included in this report in Item 15 Exhibits, Financial Statement Schedules
beginning on page F-1.
**Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure.**
None.
**Item 9A. Controls and Procedures.**
**Evaluation of Disclosure Controls and Procedures**
****
Our management is responsible for establishing
and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) that is designed
to ensure that information required to be disclosed by the Company in the reports that we file or submit under the Exchange Act is recorded,
processed, summarized and reported, within the time specified in the Commission's rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the
reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer's management, including its principal
executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to
allow timely decisions regarding required disclosure.
| | 60 | | |
As required by Rule 13a-15 under the Securities
Exchange Act of 1934, as of the end of the period covered by this report, we have carried out an evaluation of the effectiveness of the
design and operation of our companys disclosure controls and procedures. Under the direction of our Chief Executive Officer and
our Chief Financial Officer, we evaluated our disclosure controls and procedures and internal control over financial reporting and concluded
that were effective as of December 31, 2025.
However, it should be noted that the design of
any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance
that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.
**Management's Annual Report On Internal Control
Over Financial Reporting.**
****
Our management is responsible for establishing
and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange
Act. Our management is also required to assess and report on the effectiveness of our internal control over financial reporting in accordance
with Section 404 of the Sarbanes-Oxley Act of 2002 (Section 404). Management, under the supervision and with the participation
of the Company's Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financial
reporting as of December 31, 2025. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations
of the Treadway Commission (COSO) in Internal Control Integrated Framework. In performing this evaluation, management considered
the Companys current governance structure, including the size of the organization and the limited segregation of duties that exists
due to its stage of development.
Despite these governance limitations, management
concluded that the Companys disclosure controls and procedures were effective as of December 31, 2025, in ensuring that information
required to be disclosed in the reports filed with the SEC is recorded, processed, summarized, and reported within the time periods specified
by the SEC rules and forms. This conclusion is based on the implementation of compensating controls, including oversight by senior management,
regular review of key financial data, review and approval procedures for all SEC filings, and monitoring of significant transactions and
estimates.
This Annual Report does not include an attestation
report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject
to attestation by our registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company
to provide only management's report.
**Changes in Internal Control over Financial
Reporting**
There were no changes in our internal control
over financial reporting as defined in Exchange Act Rules 13a-15(f) during 2025 that have materially affected, or are reasonably likely
to materially affect, our internal control over financial reporting.
**Item 9B. Other Information.**
During the year ended December 31, 2025, no director
or officer adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in
Item 408(a) of Regulation S-K.
As of the date of this report, the Company has
not yet adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of the issuers
securities by directors, officers and employees, or the issuer itself. This is primarily due to the Companys current stage of development
and historically limited trading activity in its securities. However, the Company has historically maintained internal practices and controls
designed to prevent the misuse of material nonpublic information. The issuer recently acquired a new operating business and hopes
to adopt such a policy as its business stabilizes.
The Company is in the process of formalizing such policies to align
with applicable U.S. securities laws and disclosure requirements. The Company expects to adopt a formal insider trading policy and procedures
no later than Q2 2026.
**Item 9C. Disclosure Regarding Foreign Jurisdictions
that Prevent Inspections.**
Not applicable.
| | 61 | | |
**PART III**
**Item 10. Directors, Executive Officers and
Corporate Governance.**
Set forth below are the
present directors, director nominees and executive officers of the Company. There are no other persons who have been nominated or chosen
to become directors nor are there any other persons who have been chosen to become executive officers. There are no arrangements or understandings
between any of the directors, officers and other persons pursuant to which such person was selected as a director or an officer. Directors
are elected to serve until the next annual meeting of stockholders and until their successors have been elected and have qualified. Officers
are appointed to serve until the meeting of the board of directors following the next annual meeting of stockholders and until their successors
have been elected and qualified.
|
Name |
|
Age |
|
Position | |
|
TAM, Hin Wah Anthony (Anthony Tam) |
|
58 |
|
Chairman of the Board | |
|
FU, Wah (William Fu) |
|
57 |
|
Director and Chief Executive Officer | |
|
AU-YEUNG Sai Kit (Alex Au Yeung) |
|
47 |
|
Director, Chief Financial Officer and Secretary | |
|
WONG, Ho Man Alex (Alex Wong) |
|
70 |
|
Non-Executive Director | |
|
FUNG, Kwai Kin (KK Fung) |
|
76 |
|
Non-Executive Director | |
****
**Anthony Tam Founder & Chairman.**
Mr. Tam was appointed Chairman of the Board on
February 10, 2025. He has over 30 years of experience in the construction industry. In 2016, he founded Zenith (PMS) Limited and its subsidiaries,
a specialized faade design and build contracting company. Since its founding, Mr. Tam has served as the controlling shareholder
and director of Zenith (PMS) Limited.
In 2014, Mr. Tam also served as the Director of
Singyes MRW JV Co., Ltd., where he led the Xiqu Centre Project until mid-2016. Located in Hong Kong, the Xiqu Centre is a prestigious
cultural landmark celebrating traditional Chinese opera. Under his leadership, the project achieved significant milestones, cementing
its architectural and cultural prominence.
Mr. Tam has extensive expertise in project management
and specializes in a diverse range of project types, including Infrastructure, Foundation, Geotechnical, Building Construction, Architectural
Builders Work and Finishes (ABWF), Fit-out, Architectural Facades, and Modular Integrated Construction (MiC). Recently, he has
concentrated on fast-track project management, delivering successful outcomes in Macao, Abu Dhabi, Dubai, and Papua New Guinea. He has
also cultivated strong relationships with experts and material suppliers across the PRC, North America, and UAE.
Mr. Tam earned his First degree from Mohawk College
in 1990 and later completed his Masters degree in Business Administration at Preston University in 2008. His comprehensive knowledge
of international construction project management provides invaluable insight and leadership to the Board.
****
**William Fu Director and Chief Executive
Officer.**
Mr. William Fu was appointed as our Director and
Chief Executive Officer on February 10, 2025. He is a seasoned technopreneur with over 30 years of combined experience in managerial leadership
and technology development. Mr. Fu possesses extensive expertise in integrated supply chain management, Microsoft licensing programs,
and the development of advanced technologies across power systems, IoT, smart city solutions, and atmospheric water harvesting.
Since 2022, Mr. Fu has also served as the CEO
and Director of Leidenford Limited, a company dedicated to the research and development of aqua technologies. From December 2021 to April
2024, he held the roles of CEO, Director, CFO, and Secretary at King Resources Inc., a company listed on the OTC Markets (KRFG:OTCID).
Prior to that, Mr. Fu founded and led PowerTech Corporation Ltd. in 2014, Hong Kong, where he built a research and development team focused
on high-efficiency, high-power-density AC/DC power solutions utilizing GaN and proprietary power conversion technologies. PowerTech Corporation
Ltd. was acquired by King Resources Inc. in December 2021.
Mr. Fu has also been actively engaged in cutting-edge
research, including a project on indoor location and object tracking. In 2017, he filed a patent for a Position Estimating Lighting
System and Position Estimating Method. Mr. Fu brings to the board his deep experience with smart city infrastructure and IoT applications.
Mr. Fu holds a Masters degree in Technology
Management from the Hong Kong University of Science and Technology (2005) and a Bachelors degree in Business Administration from
the University ofOttawa(1999).
****
****
****
****
| | 62 | | |
**Alex Au Yeung Director, Chief Financial
Officer and Secretary**
Mr. Au Yeung was appointed to serve as our Director,
Chief Financial Officer and Secretary on February 10, 2025. He has over 25 years of experience as a finance professional, with a distinguished
career that includes leadership roles in publicly listed companies in Hong Kong and Australia. His professional background reflects deep
expertise in financial management, accounting, and banking.
From September 2001 to October 2008, he began
his career at Deloitte Touche Tohmatsu, where he gained extensive experience in audit and assurance services. He then worked at Standard
Chartered Bank that further strengthening his capabilities in the banking sector from November 2008 to November 2009. Mr. Au Yeung has
been the group financial controller in several multinational enterprises, including Brockman Mining Limited (listed on both the Hong Kong
Stock Exchange and the Australian Securities Exchange) from December 2009 to January 2013, and Hargreaves Industrial Services (HK) Limited,
a subsidiary of a UK-listed company, from February 2013 to July 2013. From November 2013 to August 2017, he served as the group financial
controller with the Marga Group, an international business syndicate focused on real estate development and telecommunications in Myanmar,
where he played a strategic role in financial planning and execution. Since September 2017, Mr. Au Yeung has worked with AY Consulting
Services Company, a sole proprietorship he established in Hong Kong that offers expert funding, accounting, incorporation and advisory
solutions to help businesses grow efficiently across Hong Kong, Singapore, United Kingdom, Japan and Australia.
Mr. Au Yeung is an associate member of the Hong
Kong Institute of Certified Public Accountants (HKICPA), the Institute of Singapore Chartered Accountants (ISCA), and CPA Australia. Mr.
Yeung brings to the board his deep audit, accounting and financial management experience with publicly listed companies.
****
**Alex Wong Non-Executive Director**
Mr. Wong was appointed to serve on our board of
directors on February 10, 2025. Mr. Wong is a seasoned civil engineer with over 45 years of experience in the property development and
construction industries across China, Hong Kong and Myanmar. Throughout his career, Mr. Wong has held senior leadership roles at several
prominent property development and construction companies. From 2003 to 2008, Mr. Wong served as Deputy Secretary General of the Hong
Kong Construction Association, where he represented the industry in engagements with the Hong Kong Government on matters related to legislation,
regulatory policy, and labor welfare. From 2008 to 2013, he initially served as General Manager and was promoted as Project Director with
a focus on China market at Shui On Land Limited (HKEX: 0272), a publicly listed real estate development company in Hong Kong. Among his
significant accomplishments, Mr. Wong led a 50-hectare mixed-use urban redevelopment project in Foshan, China, with a total investment
of approximately USD 3.8 billion and a gross floor area of 1.5 million square meters. From 2013 to 2015, Mr. Wong joined Marga Landmark
Development Co. Ltd. as Project Director of an estate development project in downtown Yangon, Myanmar. His expertise spans large-scale
project development and management in a diverse range of sectors, including hospitality, commercial real estate, and community infrastructure.
Mr. Wong retired in late 2015 and did not hold any directorship positions until joining our Company.
He obtained his Bachelors degree in Applied
Science and in civil engineering from the University of Toronto Canada in 1978. Mr. Wong brings to the Board extensive technical knowledge,
strategic insight, and international experience in both developed and emerging markets, particularly in the fields of property development
and project management.
****
**KK Fung Non- Executive Director**
Mr. Fung was appointed to serve on our board of
directors on February 10, 2025. Mr. Fung received his bachelors degree in electrical engineering in 1972, a masters degree
in industrial engineering in 1981 and a masters degree in business administration in 1988 from the University of Hong Kong. He
also holds a masters degree in arbitration & dispute resolution from the City University of Hong Kong in 2001. In relation
to the construction industry practices, he also holds the following memberships:
|
|
- |
A member of the Hong Kong Institution of Engineers | |
|
|
- |
A fellow of the Chartered Institution of Building Services Engineers, U.K., since 2006 and currently a retired member | |
|
|
- |
A fellow of the Chartered Institution of Arbitrators, U.K., since 2001 and currently a retired member | |
He has over 50 years of extensive working experiences
in electrical and mechanical aspect of construction industry, he led sizable projects, namely, Ocean Park, Hong Kong Jockey Club Shatin
Grandstand Extension and Club House, Ma On Shan Rail Stations in Hong Kong and 8-acre renowned property development in Yangon. He held
senior management positions of international property development companies, namely Swire Construction Services Ltd., Swire Properties
Projects Limited, and prestige listed groups in Hong Kong, namely Shui On Construction Co. Ltd. and Paul Y. (E&M) Contractors Ltd.
in his earlier stage of career. From 2014 to 2017, Mr. Fung was a technical director of Marga Landmark Development Co. Ltd., a property
developer in the development of an 8-acre commercial and residential complex in Yangon. Since 2017, Mr. Fung has worked as a technical
director in a private service company focusing on plumbing projects. Mr. Fung brings to the Board his broad expertise and connections
in the construction industry and management in listed companies.
| | 63 | | |
**Family Relationships**
****
There is no family relationship
between any director, executive officer or person nominated to become a director or executive officer.
**Involvement in Certain Legal Proceedings**
No executive officer or director
is a party in a legal proceeding adverse to us or any of our subsidiaries or has a material interest adverse to us or any of our subsidiaries.
No executive officer or director
has been involved in the last ten years in any of the following:
|
|
|
Any bankruptcy petition filed by or against any business or property of such person, or of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; | |
|
|
|
| |
|
|
|
Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); | |
|
|
|
| |
|
|
|
Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; | |
|
|
|
| |
|
|
|
Being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; | |
|
|
|
| |
|
|
|
Being the subject of or a party to any judicial or administrative order, judgment, decree or finding, not subsequently reversed, suspended or vacated relating to an alleged violation of any federal or state securities or commodities law or regulation, or any law or regulation respecting financial institutions or insurance companies, including but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail, fraud, wire fraud or fraud in connection with any business entity; or | |
|
|
|
| |
|
|
|
Being the subject of or a party to any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act, any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. | |
**Composition of our Board of Directors**
****
Our Bylaws provide that the
size of our board of directors may be determined from time to time by resolution of our board of directors or our stockholders. Currently,
we have five (5) directors. Our Bylaws may be amended, altered or repealed by our Board of Directors and shareholders holding a majority
of our shares.
Our Bylaws also provide that
our directors may be removed with or without cause if the votes cast to removal him exceeds the votes cast against removal. An election
of our directors by our stockholders will be determined by a plurality of the votes cast by the stockholders entitled to vote on the election.
Our current and future executive
officers and significant employees serve at the discretion of our board of directors. Our board of directors may also choose to form certain
committees, such as a compensation and an audit committee.
****
****
****
****
| | 64 | | |
****
**Item 11. Executive Compensation.**
**Compensation Philosophy and Objectives**
Our executive compensation
philosophy is to create a long-term direct relationship between pay and our performance. Our executive compensation program is designed
to provide a balanced total compensation package over the executives career with us. The compensation program objectives are to
attract, motivate and retain the qualified executives that help ensure our future success, to provide incentives for increasing our profits
by awarding executives when corporate goals are achieved and to align the interests of executives and long-term stockholders. The compensation
package of our named executive officers consists of two main elements:
|
|
1. |
base salary for our executives that is competitive relative to the market, and that reflects individual performance, retention and other relevant considerations; and | |
|
|
|
| |
|
|
2. |
discretionary bonus awards payable in cash and tied to the satisfaction of corporate objectives. | |
**Process for Setting Executive Compensation**
Until such time as we establish
a Compensation Committee, our Board is responsible for developing and overseeing the implementation of our philosophy with respect to
the compensation of executives and for monitoring the implementation and results of the compensation philosophy to ensure compensation
remains competitive, creates proper incentives to enhance stockholder value and rewards superior performance. We expect to annually review
and approve for each named executive officer, and particularly with regard to the Chief Executive Officer, all components of the executives
compensation. We process and factors (including individual and corporate performance measures and actual performance versus such measures)
used by the Chief Executive Officer to recommend such awards. Additionally, we expect to review and approve the base salary, equity-incentive
awards (if any) and any other special or supplemental benefits of the named executive officers.
The Chief Executive Officer
periodically provides the Board with an evaluation of each named executive officers performance, based on the individual performance
goals and objectives developed by the Chief Executive Officer at the beginning of the year, as well as other factors. The Board provides
an evaluation for the Chief Executive Officer. These evaluations serve as the bases for bonus recommendations and changes in the compensation
arrangements of our named executives.
**Our Compensation Peer Group**
We currently engage in informal
market analysis in evaluating our executive compensation arrangements. As the Company and its businesses mature, we may retain compensation
consultants that will assist us in developing a formal benchmark and selecting a compensation peer group of companies similar to us in
size or business for the purpose of comparing executive compensation levels.
**Program Components**
Our executive compensation
program consists of the following elements:
| | 65 | | |
**Base Salary**
Our base salary structure
is designed to encourage internal growth, attract and retain new talent, and reward strong leadership that will sustain our growth and
profitability. The base salary for each named executive officer reflects our past and current operating profits, the named executive officers
individual contribution to our success throughout his career, internal pay equity and informal market data regarding comparable positions
within similarly situated companies. In determining and setting base salary, the Board considers all of these factors, though it does
not assign specific weights to any factor. The Board generally reviews the base salary for each named executive officer on an annual basis.
For each of our named executive officers, we review base salary data internally obtained by the Company for comparable executive positions
in similarly situated companies to ensure that the base salary rate for each executive is competitive relative to the market.
**Discretionary Bonus**
The objectives of our bonus
awards are to encourage and reward our employees, including the named executive officers, who contribute to and participate in our success
by their ability, industry, leadership, loyalty or exceptional service and to recruit additional executives who will contribute to that
success.
**
**Summary Compensation Table.**
****
The following summary compensation
table sets forth the aggregate compensation we paid or accrued during the fiscal years ended December 31, 2025 and 2024, to (i) our Chief
Executive Officer (principal executive officer), (ii) our Chief Financial Officer (principal financial officer), (iii) our three most
highly compensated executive officers other than the principal executive officer and the principal financial officer who were serving
as executive officers on December 31, 2025, whose total compensation was in excess of $100,000, and (iv) up to two additional individuals
who would have been within the two-other-most-highly compensated but were not serving as executive officers on December 31, 2025.
**SUMMARY COMPENSATION TABLE**
|
Name and Principal Position | |
Year | |
Salary | |
Bonus | |
Stock Awards | |
Option Awards | |
Non-Equity Incentive Plan Compensation | |
Change in Pension Value and Non-qualified
Deferred Compensation Earnings | |
All Other Compensation | |
Total | |
|
William Fu CEO and Director (1) | |
| 2025 | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
$ | 30,769 | | |
$ | 30,769 | | |
|
| |
| 2024 | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
$ | 5,128 | | |
$ | 5,128 | | |
|
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
|
Alex Au-Yeung CFO and Director (2) | |
| 2025 | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
$ | 15,385 | | |
$ | 15,385 | | |
|
| |
| 2024 | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
$ | 2,564 | | |
$ | 2,564 | | |
|
(1) |
Mr. Fu joined us as our Chief Executive Officer and Director on February 10, 2025. | |
|
(2) |
Mr. Au-Yeung joined us as our Chief Financial Officer and Director on February 10, 2025. | |
| | 66 | | |
**Narrative disclosure to Summary Compensation Table**
****
The Company is not a party
to written compensation agreements with its executive officers. The Company, however, has orally agreed to pay each of Messrs. Fu and
Au-Yeung a monthly fee of HK$20,000 (approximately $2,564) and HK$10,000 (approximately $1,282) for services as a director commencing
November 2024. The director fees are classified as all other compensation in the table above.
Other than set out above and
below, there are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers.
We expect to establish one or more incentive compensation plans in the future. Our directors and executive officers may receive securities
of the Company as incentive compensation at the discretion of our board of directors in the future. We do not have any material bonus
or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers.
**Equity Awards**
There are no options, warrants
or convertible securities outstanding.
Except as set forth above
and below in the director compensation table, at no time during the last fiscal year with respect to any of any of our executive officers
was there:
**
|
|
|
any outstanding option or other equity-based award repriced or otherwise materially modified (such as by extension of exercise periods, the change of vesting or forfeiture conditions, the change or elimination of applicable performance criteria, or the change of the bases upon which returns are determined); | |
|
|
|
| |
|
|
|
any waiver or modification of any specified performance target, goal or condition to payout with respect to any amount included in non-stock incentive plan compensation or payouts; | |
|
|
|
| |
|
|
|
any option or equity grant; | |
|
|
|
| |
|
|
|
any non-equity incentive plan award made to a named executive officer; | |
|
|
|
| |
|
|
|
any nonqualified deferred compensation plans including nonqualified defined contribution plans; or | |
|
|
|
| |
|
|
|
any payment for any item to be included under All Other Compensation in the Summary Compensation Table. | |
**
**
**
**
| | 67 | | |
**
**Director Compensation**
During the year ended December 31, 2025, the Company
paid the following fees to its directors.
|
Name | |
Fees earned or paid in cash | |
Stock awards | |
Option awards | |
Non-equity incentive plan compensation | |
Change in pension value and nonqualified deferred compensation earnings | |
All other compensation | |
Total | |
|
Anthony Tam (1) | |
$ | 15,385 | | |
| | | |
| | | |
| | | |
| | | |
| | | |
$ | 15,385 | | |
|
William Fu (2) | |
$ | 30,769 | | |
| | | |
| | | |
| | | |
| | | |
| | | |
$ | 30,769 | | |
|
Alex Au-Yeung (3) | |
$ | 15,385 | | |
| | | |
| | | |
| | | |
| | | |
| | | |
$ | 15,385 | | |
|
KK Fung (4) | |
$ | 7,689 | | |
| | | |
| | | |
| | | |
| | | |
| | | |
$ | 7,689 | | |
|
Alex Wong (5) | |
$ | 7,692 | | |
| | | |
| | | |
| | | |
| | | |
| | | |
$ | 7,692 | | |
|
(1) |
Mr. Tam joined us as our Director on February 10, 2025. | |
|
(2) |
Mr. Fu joined us as our Director on February 10, 2025. | |
|
(3) |
Mr. Au-Yeung joined us as our Director on February 10, 2025. | |
|
(4) |
Mr. Fung joined us as our Director on February 10, 2025. | |
|
(5) |
Mr. Wong joined us as our Director on February 10, 2025. | |
The Company is not a party
to written director compensation agreements. The Company, however, has orally agreed to pay Messrs. Tam, Fu and Au-Yeung a monthly director
fee of HK$10,000 (approximately $1,282), HK$20,000 (approximately $2,564) and HK$10,000 (approximately $1,282), respectively, commencing
November 2024, and each of Messrs. Fung and Wong a monthly director fee of HK$5,000 (approximately $641), with payments to Mr. Fung commencing
December 2024 and Mr. Wong commencing January 2025. Directors are entitled to reimbursement for reasonable travel and other out-of-pocket
expenses incurred in connection with attendance at meetings of our board of directors. Our board of directors may award special remuneration
to any director undertaking for any special services on our behalf other than services ordinarily required of a director.
Except as disclosed in the
Director Compensation and Summary Compensation Table, no other compensation was provided to our Directors for the fiscal year ended December
31, 2025.
**Compensation Risk Management**
Our Board of directors and
human resources staff conducted an assessment of potential risks that may arise from our compensation programs. Based on this assessment,
we concluded that our policies and practices do not encourage excessive and unnecessary risk taking that would be reasonably likely to
have material adverse effect on the Company. The assessment included our cash incentive programs, which awards executives with cash bonuses
on successful of business projects. Our compensation programs are substantially identical among business units, corporate functions and
global locations (with modifications to comply with local regulations as appropriate). The risk-mitigating factors considered in this
assessment included:
|
|
|
the alignment of pay philosophy, peer group companies and compensation amounts relative to local competitive practices to support our business objectives; and | |
|
|
|
| |
|
|
|
effective balance of cash, short- and long-term performance periods, caps on performance-based award schedules and financial metrics with individual factors and Board and management discretion. | |
****
****
****
****
| | 68 | | |
****
**Compensation Committee Interlocks and Insider Participation**
We have not yet established
a Compensation Committee. Our Board of Directors performs the functions that would be performed by a compensation committee. During the
fiscal year ended December 31, 2025, none of our executive officers has served: (i) on the compensation committee (or other board committee
performing equivalent functions or, in the absence of any such committee, the entire board of directors) of another entity, one of whose
executive officers served on our board of directors; (ii) as a director of another entity, one of whose executive officers served on the
compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire
board of directors) of the registrant; or (iii) as a member of the compensation committee (or other board committee performing equivalent
functions or, in the absence of any such committee, the entire board of directors) of another entity, one of whose executive officers
served as a director of the Company.
**Granting of Certain Equity Awards Close in
Time to the Release of Material Nonpublic Information**
The Board has not established
policies and practices (whether written or otherwise) regarding the timing of option grants or other equity awards in relation to the
release of material nonpublic information (MNPI) and does not take MNPI into account when determining the timing or terms
of stock option or other equity awards to executive officers. The Company currently does not have any share award or equity-based compensation
plans in place, and accordingly, no equity awards were granted during the fiscal year ended December 31, 2025. The Company does not time
the disclosure of MNPI, whether positive or negative, for the purpose of affecting the value of executive compensation.
**Item 12. Security Ownership of Certain
Beneficial Owners and Management and Related Stockholders Matters.**
The following table sets
forth certain information with respect to the beneficial ownership of our common stock, as of March 31, 2026, for: (i) each of our
named executive officers; (ii) each of our directors; (iii) all of our current executive officers and directors as a group; and (iv)
each person, or group of affiliated persons, known by us to be the beneficial owner of more than 5% of our outstanding shares of
common stock.
Except as indicated in footnotes
to this table, we believe that the stockholders named in this table will have sole voting and investment power with respect to all shares
of common stock shown to be beneficially owned by them, based on information provided to us by such stockholders. Unless otherwise indicated,
the address for each director and executive officer listed is: c/o ModuLink Inc., Unit 2, Level 6, Westin Centre, 26 Hung To Road, Kwun
Tong, Hong Kong.
|
| |
| Common Stock Beneficially Owned | | |
| Series A Preferred Stock Owned | | |
|
Name and Address of Beneficial Owner | |
| Number of Shares and Nature of Beneficial Ownership | | |
| Percentage of Total Common Equity (1) | | |
| Number of Shares and Nature of Beneficial Ownership | | |
| Percentage of Total Series A Preferred Equity (1) | | |
|
TAM, Hin Wah Anthony (2)(5) | |
| 707,013,618 | | |
| 17.81% | | |
| 200,000 | | |
| 100% | | |
|
AU Yeung Sai Kit (3)(5) | |
| 353,506,809 | | |
| 8.90% | | |
| 200,000 | | |
| 100% | | |
|
FU, Wah (4)(5) | |
| 353,506,809 | | |
| 8.90% | | |
| 200,000 | | |
| 100% | | |
|
All executive officers and directors as a Group (5 persons) | |
| 1,414,027,236 | | |
| 35.62% | | |
| 200,000 | | |
| 100% | | |
|
| |
| | | |
| | | |
| | | |
| | | |
|
5% or Greater Stockholders: | |
| | | |
| | | |
| | | |
| | | |
|
ModuLink Inc. (5) | |
| | | |
| | | |
| 200,000 | | |
| 100% | | |
________________
|
(1) |
Applicable percentage ownership is based on 3,969,933,920 shares of common stock and 200,000 shares of Series A Preferred Stock outstanding and issuable as of March 31, 2026. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of common stock that a person has the right to acquire beneficial ownership of upon the exercise or conversion of options, convertible stock, warrants or other securities that are currently exercisable or convertible or that will become exercisable or convertible within 60 days of March 31, 2026, are deemed to be beneficially owned by the person holding such securities for the purpose of computing the number of shares beneficially owned and percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. | |
|
(2) |
TAM, Hin Wah Anthony, our Chairman of the Board, directly owns 707,013,618 shares of our common stock. | |
|
(3) |
AU-YEUNG, Sai Kit was appointed to serve as our Director, Chief Financial Officer and Secretary on February 10, 2025 | |
|
(4) |
FU, Wah was appointed to serve as our Director and Chief Executive Officer on February 10, 2025. | |
|
(5) |
ModuLink Inc., a British Virgin Islands corporation (ModuLink BVI) owns 200,000 shares of our Series A Preferred Stock. Each one share of Series A Preferred Stock is entitled to vote as, and is convertible into, twenty thousand shares of common stock. The Series A Preferred Stock has the voting rights, powers, preferences and privileges more fully described in the section entitled Description of Registrants Securities to be Registered.Each of TAM, Hin Wah Anthony, AU-YEUNG, Sai Kit and FU, Wah is a director of ModuLink BVI and owns 50%, 25% and 25%, as applicable, of ModuLink BVI. | |
| | 69 | | |
**Item 13.** **Certain Relationships and Related Transactions, and Director Independence**.
****
The following is a summary
of each transaction or series of similar transactions since the which it was or is a party and that: (i) the amount involved exceeded
or exceeds $120,000 or is greater than 1% of our total assets; and (ii) any of our directors or executive officers, any holder of 5% of
our capital stock or any member of their immediate family had or will have a direct or indirect material interest.
Management believes that all related-party transactions were conducted
on terms substantially consistent with those that would be agreed upon by unrelated parties in an arms-length transaction. Certain
transactions, however, benefited from the related-party relationships, providing additional flexibility regarding timing, payment terms,
and adjustments to the scope of services. All related-party transactions are reviewed and approved by the Board of Directors, with any
directors having a material interest in a transaction recused from the discussion and approval as appropriate.
*Promissory Notes held by*and Zenith (Hong Kong) Engineering Limited, a Hong Kong corporation (Zenith (HK))
**
On January 22, 2025, Raymond
Valdez, the former sole executive officer and director entered into the Stock Purchase Agreement, pursuant to which Mr. Valdez agreed
to sell to ModuLink Inc., a British Virgin Islands corporation, and Zenith (Hong Kong) Engineering Limited, a Hong Kong corporation (Zenith
(HK)), 200,000 shares of Preferred A shares, representing all of the issued and outstanding shares of Preferred A, and the transfer
of certain promissory notes of the Company held by third parties.
As part of the sale, two convertible
promissory notes of the Company in the principal amounts of $65,000 and $75,000, respectively were transferred to Zenith (HK) on January
30, 2025. The notes were originally convertible into shares of the Companys common stock in accordance with the terms set forth
therein. On February 28, 2025, Zenith (HK) waived all rights to convert the outstanding principal amount and any accrued but unpaid interest
under the two convertible promissory notes into equity securities of the Company. PUN, Ah Keung is the sole shareholder of Zenith HK.
These notes bear interest at a rate of 8% per annum. Thus, notes payable classified as financial liabilities and recognized at amortized
cost.
**
As of March 31, 2025, we owe
approximately $132,260 which represents the aggregate amount of principal and accrued interest outstanding under the notes. The aggregate
principal and interest paid during the years are set forth below:
|
|
Aggregate Principal and Interest Paid | |
|
Year ended December 31, 2025 |
$Nil | |
|
Year ended December 31, 2024 |
$44,000 | |
Both notes have already become
due and payable. We do not expect to generate sufficient cash flow to repay these notes within the next twelve months.
**
*Agreement with Zenith (Hong
Kong) Engineering Limited*
**
ZIML is a party to a design
services management agreement with Zenith HK, dated August 1, 2024, pursuant to which ZIML agreed to provide design technical manpower
services relating to the Sheung Shui Town Lot No. 263 (F0874), Kwu Tung North Podium and Tower project. The total contract sum
for the engagement is HK$4,000,000. The scope of work includes the deployment of skilled technical personnel to support design development,
project planning, coordination activities, and close collaboration with Zenith HKs internal team throughout the course of the project.
The project was completed as scheduled in June 2025.
The foregoing description
of the Design Services Management Agreement is qualified in its entirety by reference to the Design Services Management Agreement which
is filed as Exhibit 10.8 to the Registration Statement on Form 10-12G/A filed with the Securities and Exchange Commission and is incorporated
herein by reference.
| | 70 | | |
*Agreement with Zenith (PMS)
Limited*
Zenith (PMS) Limited is a
party to a design and project services agreement with ZIML, dated August 1, 2024. Under this agreement, Zenith (PMS) Limited provides
technical manpower and expertise to support the Companys ongoing projects.The services scope covered the provision of skilled
technical personnel, assistance with project planning, design development, and project management activities, and collaboration with ZIML.
TAM, Hin Wah Anthony, our Chairman of the Board, is the director and controlling shareholder of Zenith (PMS) Limited. The foregoing description
of the Design and Project Services Management Agreement is qualified in its entirety by reference to the Design and Project Services Agreement
which is filed as Exhibit 10.9 to the Registration Statement on Form 10-12G/A filed with the Securities and Exchange Commission and is
incorporated herein by reference.
During the years ended December
31, 2025, and 2024, the Company had the following transactions with Zenith (PMS) Limited:
|
| |
Year ended December 31, | |
|
| |
2025 | |
2024 | |
|
Project and design management service fees paid to Zenith (PMS) Limited | |
$ | 776,495 | | |
$ | 245,716 | | |
In addition, the Company owed
the following amounts to Zenith (PMS) Limited:
|
| |
December 31, 2025 | |
December 31, 2024 | |
|
Zenith (PMS) Limited | |
$ | | | |
$ | 47,798 | | |
The amounts due to Zenith
(PMS) Limited primarily represent advances provided to fund certain development projects. The amounts are unsecured, non-interest-bearing,
and repayable on demand.
*Agreement with AY Consulting
Services Company*
**
Our corporate and executive
office is located at Unit 2, Level 6, Westin Centre, 26 Hung To Road, Kwun Tong, Hong Kong, telephone number +1 888-493-8028. ModuLink
Corporation Limited is a party to an office service arrangement without a specified term at a monthly rate of $3,270 with AY Consulting
Services Company, a sole proprietorship of Au-Yeung Sai Kit, our Chief Financial Officer and director.
For the year ended December
31, 2025, the Company recognized rental expense of $38,514 (2024: $7,890) payable to AY Consulting Services Company Limited. In addition,
the following amounts were due to AY Consulting Services Company:
|
| |
December 31, 2025 | |
December 31, 2024 | |
|
AY Consulting Services Company | |
$ | 227,801 | | |
$ | 153,847 | | |
The amounts due to AY Consulting
Services Company Limited primarily represent advances provided to fund certain development projects. The amounts are unsecured, non-interest-bearing,
and repayable on demand.
| | 71 | | |
*Agreement with Leidenford
Ltd.*
The Company had the following transactions with Leidenford Ltd.:
|
| |
Year ended December 31, | |
|
| |
2025 | |
2024 | |
|
Product development fees paid to Leidenford Ltd. | |
$ | 87,821 | | |
$ | 30,306 | | |
Leidenford Ltd. is engaged
in the development of green-technology products. Fu Wah, the Companys Chief Executive Officer and Director, is the majority shareholder
and sole director of Leidenford Ltd. While the Company is not a party to a written agreement with Leidenford Ltd., it has entered into
an oral arrangement for the provision of product development services to ModuLink InnoTech Limited. The foregoing description of the oral
agreement with Leidenford Ltd. is qualified in its entirety by reference to the Written Description of the Oral Agreement for Product
Development Services which is filed as Exhibit 10.10 to the Registration Statement on Form 10-12G/A filed with the Securities and Exchange
Commission and is incorporated herein by reference.
Under
this arrangement, the Company agreed to pay Leidenford Ltd. a monthly fee of HK$36,800 (approximately US$4,718) from June to December
2024, and HK$30,000 (approximately US$3,846) from January 2025 onward. Product development projects are assigned to Leidenford
Ltd. on an ongoing basis, leveraging its AI capabilities and technical expertise. The arrangement does not have a fixed term, instead,
the scope, duration, and continuation of services are determined from time to time based on the requirements and timelines of individual
projects.
*Corporate Guarantee to a related company*
**
The Companys subsidiary has provided a
corporate guarantee of approximately $1.91 million to a bank for obligations of a related company wholly owned by Mr. Tam Hin Wah Anthony.
The guarantee was provided
in the ordinary course of supporting the related entitys financing arrangements. While no liability has been recognized, the Company
may be required to make payments under the guarantee if the related company defaults. Management monitors the financial condition of the
related party but does not control its operations.
Except as set forth above,
the Company has no other significant or material related party transactions during the years ended December 31, 2025 and 2024.
**Director Independence**
Though not a listed company,
we intend to adhere to the corporate governance standards adopted by NASDAQ. NASDAQ rules require our Board to make an affirmative determination
as to the independence of each director. Consistent with these rules, our Board conducted its annual review of director independence.
During the review, our Board considered relationships and transactions since incorporation between each director or any member of her
immediate family, on the one hand, and us and our subsidiaries and affiliates, on the other hand. The purpose of this review was to determine
whether any such relationships or transactions were inconsistent with a determination that the director is independent. Based on this
review, our Board determined that WONG, Ho Man Alex and FUNG, Kwai Kin are independent directors under the criteria established by NASDAQ
and by our Board.
**Item 14. Principal Accountant Fees and
Services.**
Vocation HK CPA Limited is our Principal Independent
Registered Public Accountants engaged to audit our financial statements for the fiscal years ended December 31, 2025 and 2024. The following
table shows the fees that we paid or accrued for the audit and other services provided by Vocation HK CPA Limited for the fiscal years
ended December 31, 2025 and 2024.
|
Fee Category | |
2025 | |
2024 | |
|
Audit Fees | |
$ | 55,000 | | |
$ | 70,000 | | |
|
Audit-Related Fees | |
$ | 26,000 | | |
$ | | | |
|
Tax Fees | |
$ | | | |
$ | | | |
|
All Other Fees | |
$ | | | |
$ | | | |
| | 72 | | |
**Audit Fees**
This category consists of fees for professional
services rendered by our principal independent registered public accountant for the audit of our annual consolidated financial statements,
review of consolidated financial statements included in our quarterly reports and services that are normally provided by the independent
registered public accounting firms in connection with statutory and regulatory filings or engagements for those fiscal years.
**Audit-Related Fees**
This category consists of fees for assurance and
related services by our principal independent registered public accountant that are reasonably related to the performance of the audit
or review of our consolidated financial statements and are not reported above under Audit Fees. The services for the fees
disclosed under this category include consultations concerning financial accounting and reporting standards.
**Tax Fees**
This category consists of fees for professional
services rendered by our principal independent registered public accountant for tax compliance, tax advice, and tax planning.
**All Other Fees**
This category consists of fees for services provided
by our principal independent registered public accountant other than the services described above.
**Policy on Pre-Approval of Audit Services**
****
Our board of directors does not have an audit
committee. In the absence of an Audit Committee, the Board of Directors performs the functions of an audit committee, including the pre-approval
of all services provided by the Companys independent registered public accounting firm.
All audit and permissible non-audit services to
be provided by the independent registered public accounting firm must be pre-approved by the Board of Directors prior to the commencement
of such services, including statutory audit engagements as required under applicable laws and regulations.
Each year, management and the independent registered
public accounting firm jointly submit a request to the Board of Directors for pre-approval. This request includes a description of the
known and anticipated audit and non-audit services to be provided during the upcoming fiscal year, along with the associated estimated
fees. The Board of Directors reviews and, as appropriate, approves such services in advance.
All services provided
by Vocation HK CPA Limited during the fiscal years ended December 31, 2025 and 2024 were pre-approved by the Board of Directors.
| | 73 | | |
****
**PART IV**
**Item 15. Exhibits, Financial Statement Schedules.**
**(a) Documents filed as part of the report.**
The following documents are filed as part of this report:
|
(1) |
Financial Statements |
|
|
|
Financial Statements are
included in Item 15(a) of this report from F-1 F-27. |
|
|
|
|
|
|
(2) |
Financial Statement Schedules |
|
|
|
No financial
statement schedules are included because such schedules are not applicable, are not required, or because required information is included
in the financial statements or notes thereto. |
|
| | 74 | | |
**MODULINK INC.**
****
**INDEX TO CONSOLIDATED FINANCIAL STATEMENTS**
|
Contents |
Page | |
|
|
| |
|
Audited Financial Statements as of and for the year ended December
31, 2025 and 2024 |
| |
|
|
| |
|
Report
of Independent Registered Public Accounting Firm (PCAOB 2085) |
F-2 | |
|
|
| |
|
Consolidated Balance Sheets |
F-3 | |
|
|
| |
|
Consolidated Statements of Operations and Comprehensive Loss |
F-4 | |
|
|
| |
|
Consolidated Statements of StockholdersEquity |
F-5 | |
|
|
| |
|
Consolidated Statements of Cash Flows |
F-6 | |
|
|
| |
|
Notes to Consolidated Financial Statements |
F-7F-27 | |
| | F-1 | | |
**Report of Independent Registered Public Accounting Firm**
****
To the Stockholders and the Board of Directors
of ModuLink Inc. (formerly known as International Endeavors Corporation).
**Opinion on the Financial Statements**
We have audited the accompanying consolidated
balance sheets of ModuLink Inc. and its subsidiaries (the Company) as of December 31, 2025 and 2024, and the related consolidated
statements of comprehensive income, changes in stockholders equity and cash flows for each of the two years in the period ended
December 31, 2025, and the related notes (collectively referred to as the consolidated financial statements). In our opinion,
the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31,
2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in
conformity with accounting principles generally accepted in the United States of America.
**Material Uncertainty relating to Going
Concern**
****
The accompanying consolidated financial statements
have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements,
the Company has incurred losses of $1,270,120 and has net cash used in operating activities of $1,236,551 for the year ended December
31, 2025. In addition, as at the reporting date, the Company has accumulated deficit of $4,119,851. These factors raise substantial doubt
about its ability to continue as a going concern. Managements plans relating to these matters are also described in Note 1. The
consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
**Basis for Opinion**
These consolidated financial statements
are the responsibility of the Companys management. Our responsibility is to express an opinion on the Companys consolidated
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 audits to obtain reasonable assurance about whether
the consolidated 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 Companys 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 consolidated 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 supporting the amounts and disclosures in the consolidated 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 consolidated financial statements. We believe that our audits provide a reasonable basis for
our opinion.
*/s/ Vocation HK CPA Limited*
We have served as the Companys
auditor since 2025.
Hong Kong
March 31, 2026
| | F-2 | | |
**MODULINK INC.**
**(FORMERLY KNOWN AS INTERNATIONAL ENDEAVORS
CORPORATION)**
**CONSOLIDATED BALANCE SHEETS**
**AS OF DECEMBER 31, 2025 AND 2024**
**(In US dollars except for number of shares and
per share data)**
|
|
| |
| | | |
| | | |
|
|
| |
December
31, | |
|
|
Note(s) | |
2025 | |
2024 | |
|
|
| |
| |
| |
|
ASSETS |
| |
| | | |
| | | |
|
|
| |
| | | |
| | | |
|
Current Assets |
| |
| | | |
| | | |
|
Cash and bank balance |
| |
$ | 152,786 | | |
$ | 382,127 | | |
|
Accounts receivable |
4 | |
| 1,900 | | |
| 91,166 | | |
|
Contract assets including retainage, net |
5 | |
| | | |
| 301,502 | | |
|
Prepaid expenses and other current assets, net |
7 | |
| 64,846 | | |
| 97,021 | | |
|
Amount due from a related company |
8 | |
| 58,219 | | |
| | | |
|
Amount due from an associate |
9 | |
| 165,388 | | |
| 8,999 | | |
|
Amount due from immediate holding company |
10 | |
| 16,334 | | |
| | | |
|
Loan receivable |
11 | |
| 156,954 | | |
| 149,799 | | |
|
Total Current
Assets |
| |
| 616,427 | | |
| 1,030,614 | | |
|
|
| |
| | | |
| | | |
|
Equipment, net |
12 | |
| 44,940 | | |
| 24,942 | | |
|
Investment in an associate |
13 | |
| 3 | | |
| 3 | | |
|
Long term prepayment |
14 | |
| 18,077 | | |
| | | |
|
Total Non-Current Assets |
| |
| 63,020 | | |
| 24,945 | | |
|
TOTAL ASSETS |
| |
$ | 679,447 | | |
$ | 1,055,559 | | |
|
|
| |
| | | |
| | | |
|
LIABILITIES AND STOCKHOLDERS
EQUITY |
| |
| | | |
| | | |
|
|
| |
| | | |
| | | |
|
Current Liabilities |
| |
| | | |
| | | |
|
Accounts payable |
15 | |
$ | 33,461 | | |
$ | 55,772 | | |
|
Accrued expenses and other payables |
| |
| 82,880 | | |
| 320,000 | | |
|
Contract liabilities |
6 | |
| 187,100 | | |
| 149,571 | | |
|
Tax liabilities |
| |
| 55,500 | | |
| 55,498 | | |
|
Amount due to related companies |
16 | |
| 227,801 | | |
| 201,645 | | |
|
Amount due to directors |
17 | |
| 10,386 | | |
| | | |
|
Notes payable |
18 | |
| 132,260 | | |
| 122,124 | | |
|
Total Current
Liabilities |
| |
| 729,388 | | |
| 904,610 | | |
|
|
| |
| | | |
| | | |
|
TOTAL LIABILITIES |
| |
| 729,388 | | |
| 904,610 | | |
|
|
| |
| | | |
| | | |
|
STOCKHOLDERS EQUITY |
| |
| | | |
| | | |
|
Preferred stock: Series A Convertible Preferred Shares, $0.001 par value, 10,000,000 shares authorized,
shares issued and outstanding: 200,000 as of December 31, 2025 and December 31, 2024 |
| |
| 200 | | |
| 200 | | |
|
Common stock, $0.001 par value, 6,000,000,000 shares authorized, shares issued and outstanding:
3,969,933,920 as of December 31, 2025 and December 31, 2024 |
| |
| 3,969,934 | | |
| 3,969,934 | | |
|
Additional paid-in capital |
| |
| 99,410 | | |
| (969,820 | ) | |
|
Exchange reserve |
| |
| 366 | | |
| 366 | | |
|
Accumulated deficit |
| |
| (4,119,851 | ) | |
| (2,849,731 | ) | |
|
TOTAL STOCKHOLDERS EQUITY |
20 | |
| (49,941 | ) | |
| 150,949 | | |
|
|
| |
| | | |
| | | |
|
TOTAL LIABILITIES AND STOCKHOLDERS
EQUITY |
| |
$ | 679,447 | | |
$ | 1,055,559 | | |
The accompanying notes are an integral part of the consolidated financial
statements.
| | F-3 | | |
**MODULINK INC.**
**(FORMERLY KNOWN AS INTERNATIONAL ENDEAVORS
CORPORATION)**
**CONSOLIDATED STATEMENTS OF OPERATIONSAND
COMPREHENSIVE LOSS**
**FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024**
**(In US dollars except for number of shares and
per share data)**
****
|
|
| |
| | | |
| | | |
|
|
| |
December 31, | |
|
|
Note(s) | |
2025 | |
2024 | |
|
REVENUES |
| |
| |
| |
|
Service income |
23 | |
$ | 1,294,549 | | |
$ | 409,342 | | |
|
|
| |
| | | |
| | | |
|
COST OF REVENUES |
| |
| | | |
| | | |
|
Cost of services |
| |
| (1,226,786 | ) | |
| (349,179 | ) | |
|
|
| |
| | | |
| | | |
|
GROSS PROFIT |
| |
| 67,763 | | |
| 60,163 | | |
|
|
| |
| | | |
| | | |
|
OPERATING EXPENSES |
| |
| | | |
| | | |
|
General and administrative |
| |
| (1,304,707 | ) | |
| (298,675 | ) | |
|
Total operating expenses |
| |
| (1,304,707 | ) | |
| (298,675 | ) | |
|
|
| |
| | | |
| | | |
|
LOSS FROM OPERATIONS |
| |
| (1,236,944 | ) | |
| (238,512 | ) | |
|
|
| |
| | | |
| | | |
|
OTHER INCOME/(EXPENSES) |
| |
| | | |
| | | |
|
Interest income |
| |
| 7,402 | | |
| 4,244 | | |
|
Other gains |
| |
| 182 | | |
| | | |
|
Interest expense |
| |
| (10,136 | ) | |
| (11,429 | ) | |
|
Total other expenses |
| |
| (2,552 | ) | |
| (7,185 | ) | |
|
|
| |
| | | |
| | | |
|
SHARING OF ASSOCIATE LOSS |
| |
| (30,624 | ) | |
| | | |
|
|
| |
| | | |
| | | |
|
NET LOSS BEFORE INCOME TAX |
| |
| (1,270,120 | ) | |
| (245,697 | ) | |
|
Income tax |
24 | |
| | | |
| (37,681 | ) | |
|
|
| |
| | | |
| | | |
|
NET LOSS |
| |
| (1,270,120 | ) | |
| (283,378 | ) | |
|
|
| |
| | | |
| | | |
|
OTHER COMPREHENSIVE INCOME |
| |
| | | |
| | | |
|
Other comprehensive income |
| |
| | | |
| | | |
|
|
| |
| | | |
| | | |
|
COMPREHENSIVE LOSS |
| |
$ | (1,270,120 | ) | |
$ | (283,378 | ) | |
|
|
| |
| | | |
| | | |
|
NET LOSS PER ORDINARY SHARE BASIC |
22 | |
$ | (0.000320 | ) | |
$ | (0.000074 | ) | |
|
|
| |
| | | |
| | | |
|
NET LOSS PER ORDINARY SHARE DILUTED |
22 | |
$ | (0.000159 | ) | |
$ | (0.000036 | ) | |
The accompanying notes are an integral part of the consolidated financial
statements.
| | F-4 | | |
**MODULINK INC.**
**(FORMERLY KNOWN AS INTERNATIONAL ENDEAVORS
CORPORATION)**
**CONSOLIDATED STATEMENTS OF STOCKHOLDERS
EQUITY**
**FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024**
**(In US dollars except for number of shares and
per share data)**
|
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
|
| |
| Common
stock (i) | | |
| Preferred
stock | | |
| Additional
paid-in capital | | |
| Exchange | | |
| Accumulated | | |
| | | |
|
| |
| Shares | | |
| Amount | | |
| Shares | | |
| Amount | | |
| (Note
1) | | |
| Reserve | | |
| Deficit | | |
| Total | | |
|
Balance as of January 1, 2024 | |
| 4,126,390,920 | | |
$ | 4,126,391 | | |
| 200,000 | | |
$ | 200 | | |
$ | (1,712,585 | ) | |
$ | 366 | | |
$ | (2,566,353 | ) | |
$ | (151,981 | ) | |
|
Stock repurchase | |
| (156,457,000 | ) | |
| (156,457 | ) | |
| | | |
| | | |
| 156,457 | | |
| | | |
| | | |
| | | |
|
Treasury stock returned and cancelled | |
| (400,000,000 | ) | |
| (400,000 | ) | |
| | | |
| | | |
| 400,000 | | |
| | | |
| | | |
| | | |
|
Issue of common stock | |
| 400,000,000 | | |
| 400,000 | | |
| | | |
| | | |
| (356,000 | ) | |
| | | |
| | | |
| 44,000 | | |
|
Capital contributions | |
| | | |
| | | |
| | | |
| | | |
| 542,308 | | |
| | | |
| | | |
| 542,308 | | |
|
Net loss for the year | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (283,378 | ) | |
| (283,378 | ) | |
|
Balance as of December 31, 2024 | |
| 3,969,933,920 | | |
$ | 3,969,934 | | |
| 200,000 | | |
$ | 200 | | |
$ | (969,820 | ) | |
$ | 366 | | |
$ | (2,849,731 | ) | |
$ | 150,949 | | |
|
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
|
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
|
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
|
Balance as of January 1, 2025 | |
| 3,969,933,920 | | |
$ | 3,969,934 | | |
| 200,000 | | |
$ | 200 | | |
$ | (969,820 | ) | |
$ | 366 | | |
$ | (2,849,731 | ) | |
$ | 150,949 | | |
|
Capital contributions | |
| | | |
| | | |
| | | |
| | | |
| 1,069,230 | | |
| | | |
| | | |
| 1,069,230 | | |
|
Net loss for the year | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (1,270,120 | ) | |
| (1,270,120 | ) | |
|
Balance as of December 31, 2025 | |
| 3,969,933,920 | | |
$ | 3,969,934 | | |
| 200,000 | | |
$ | 200 | | |
$ | 99,410 | | |
$ | 366 | | |
$ | (4,119,851 | ) | |
$ | (49,941 | ) | |
|
(i) |
The Companys board of directors has authorized the issuance of2,356,712,066 sharesof common stock with a total par value of$2,356,712 for the Share Exchange. These shares were issued to the respective shareholders on May 30, 2025. | |
The accompanying notes are an integral part of the consolidated financial
statements.
| | F-5 | | |
**MODULINK INC.**
**(FORMERLY KNOWN AS INTERNATIONAL ENDEAVORS
CORPORATION)**
**CONSOLIDATED STATEMENTS OF CASH FLOWS**
**FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024**
**(In US dollars except for number of shares and
per share data)**
|
| |
| | | |
| | | |
|
| |
December 31, | |
|
| |
2025 | |
2024 | |
|
CASH FLOWS FROM OPERATING ACTIVITIES: | |
| | | |
| | | |
|
Net loss before income tax | |
$ | (1,270,120 | ) | |
$ | (245,697 | ) | |
|
Adjustments to reconcile net loss to net cash used in operating activities | |
| | | |
| | | |
|
Depreciation of equipment | |
| 16,790 | | |
| 713 | | |
|
Changes in operating assets and liabilities: | |
| | | |
| | | |
|
Accounts receivables | |
| 89,266 | | |
| (8,621 | ) | |
|
Contract assets including retainage, net | |
| 301,502 | | |
| 2,857 | | |
|
Prepaid expenses and other current assets, net | |
| 32,175 | | |
| 97,930 | | |
|
Amount due from an associate | |
| (156,389 | ) | |
| (8,999 | ) | |
|
Amount due from immediate holding company | |
| (16,334 | ) | |
| | | |
|
Amount due from related companies | |
| (58,219 | ) | |
| | | |
|
Accounts payable | |
| (22,311 | ) | |
| 1,172 | | |
|
Contract liabilities | |
| 37,529 | | |
| 149,571 | | |
|
Accrued expenses and other payables | |
| (237,118 | ) | |
| 70,000 | | |
|
Notes payable | |
| 10,136 | | |
| 11,429 | | |
|
Amount due to directors | |
| 10,386 | | |
| | | |
|
Amount due to related companies | |
| 26,156 | | |
| (415,548 | ) | |
|
Net cash used in operating activities | |
| (1,236,551 | ) | |
| (345,193 | ) | |
|
| |
| | | |
| | | |
|
CASH FLOWS FROM INVESTING ACTIVITIES: | |
| | | |
| | | |
|
Purchase of equipment | |
| (36,788 | ) | |
| (25,655 | ) | |
|
Payment for investment in an associate | |
| | | |
| (3 | ) | |
|
Long term prepayment | |
| (18,077 | ) | |
| | | |
|
Net cash used in investing activities | |
| (54,865 | ) | |
| (25,658 | ) | |
|
| |
| | | |
| | | |
|
CASH FLOWS FROM FINANCING ACTIVITIES: | |
| | | |
| | | |
|
Proceeds from share issuance | |
| 1,069,230 | | |
| 542,308 | | |
|
Loan receivable | |
| (7,155 | ) | |
| (149,799 | ) | |
|
Net cash provided by financing activities | |
| 1,062,075 | | |
| 392,509 | | |
|
| |
| | | |
| | | |
|
| |
| | | |
| | | |
|
NET (DECREASE) / INCREASE IN CASH | |
| (229,341 | ) | |
| 21,658 | | |
|
| |
| | | |
| | | |
|
CASH, BEGINNING OF YEAR | |
| 382,127 | | |
| 360,469 | | |
|
| |
| | | |
| | | |
|
CASH, END OF YEAR | |
$ | 152,786 | | |
$ | 382,127 | | |
The accompanying notes are an integral part of the consolidated financial
statements.
| | F-6 | | |
**MODULINK INC.**
**(FORMERLY KNOWN AS INTERNATIONAL ENDEAVORS
CORPORATION)**
**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**
**FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024**
|
NOTE 1 |
ORGANIZATION AND PRINCIPAL ACTIVITIES | |
ModuLink Inc. (formerly known as International
Endeavors Corporation) (the Company or MDLK) is a holding company incorporated in the State of Nevada
on May 7, 2014.
On October 20, 2025, the Company changed its name
to ModuLink Inc. The transition to ModuLink Inc. reflects a unified corporate identity under the ModuLink brand, a sharper strategic focus,
and a long-term commitment to innovation, disciplined growth and shareholder value creation. In conjunction with this rebranding, the
Company's ticker symbol has changed from IDVV to MDLK, effective at the opening of trading on December 10, 2025, on the OTCID Market.
*Change in Control*
On January 22, 2025, Raymond Valdez, the sole
executive officer and director of the Company entered into the Stock Purchase Agreement, pursuant to which Mr. Valdez agreed to sell (the
Sale) to ModuLink Inc., a British Virgin Islands corporation (ModuLink BVI) and Zenith (Hong Kong) Engineering
Limited, a Hong Kong corporation, 200,000 shares of Preferred A shares, representing all of the issued and outstanding shares of Preferred
A, and the transfer of certain promissory notes of the Company held by third parties. The Sale was consummated on February 10, 2025 and
resulted in ModuLink BVI obtaining voting and operational control of MDLK. Concurrently, the directors of ModuLink BVI, Mr. TAM, Hin Wah
Anthony, Mr. FU, Wah and Mr. AU-YEUNG Sai Kit, were appointed as the executive officers and directors of the Company and Raymond Valdez
resigned as the sole executive officer and director.
*Share Exchange for Acquisition of ModuLink
Investment Limited*
On March 28, 2025, the Company entered into a
Share Exchange Agreement (the Share Exchange) with the shareholders of ModuLink Investment Limited (hereafter referred to
as, MIL), a British Virgin Islands limited liability company. Under the terms of the agreement, the Company agreed to acquire 100% of
the issued and outstanding shares of MIL by issuing a total of 2,356,712,066 shares of common stock. This Share Exchange was consummated
on May 1, 2025, and MIL became a 100% owned subsidiary of the Company. The original business of former shareholder was disposed in full
on May 1, 2025, simultaneously with the closing of the Share Exchange.
MIL is a holding company which was incorporated
on March 13, 2025 in the British Virgin Islands. On March 25, 2025, MIL completed a group restructuring through a share exchange transaction
with the shareholders of ModuLink Corporation Limited (MCL), a company incorporated in Hong Kong. MCL is the holding company
of the entire equity interests in its subsidiaries including Zenith Integrated Modular Limited (ZIML), Zenith AY Modular
Buildings Company Limited (ZAMBCL) and ModuLink InnoTech Limited (MITL). Details of the Companys principal
subsidiaries as of December 31, 2025 and 2024 are described in Note 3 Subsidiaries. Upon the completion of the share exchange,
MIL became the parent holding company of MCL.
MIL together with MCL and its subsidiaries and
associated company (collectively the ModuLink Group) are primarily engaged in property development construction and design
services by implementing modular integrated construction technology (MiC), embedded with our proprietary atmospheric water
generators (AWG) and property management system by internet of things technology (IoT). The headquarter of
ModuLink Group is located in the Hong Kong Special Administrative Region of the Peoples Republic of China (PRC or
China).
Following the Share Exchange, ModuLink Group became
the primary operating business of the Company.
| | F-7 | | |
**MODULINK INC.**
**(FORMERLY KNOWN AS INTERNATIONAL ENDEAVORS CORPORATION)**
**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**
**FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024**
*Merger of Entities under Common Control and
Reverse Recapitalization*
Prior to the Share Exchange, the Company was considered
as a shell company due to its nominal assets and limited operation. The Share Exchange was part of a planned sequence of integrated transactions
beginning with the February 2025 change in control and culminating in the May 2025 acquisition of MIL.
The Share Exchange is accounted for as a merger
of entities under common control in accordance with ASC 805-50, as Mr. TAM, Hin Wah Anthony, Mr. FU, Wah and Mr. AU-YEUNG Sai Kit, who
collectively control 100% of ModuLink Inc. and 60% of MIL, exercised continuous and effective control over both entities throughout the
transaction period. The same individuals served as directors and majority shareholders of both MDLK and MIL after the change of control
in February 2025, and coordinated the Share Exchange as part of a single strategic plan to reorganize MIL under a public entity. Upon
the consummation of acquisition on May 1, 2025, MIL became the ongoing operating entity of the Company.
|
NOTE 1 |
ORGANIZATION AND PRINCIPAL ACTIVITIES (CONTINUED) | |
Accordingly, the transaction is accounted for
as a reverse recapitalization of the Company, with MIL deemed the accounting acquirer and the Company treated as the accounting acquiree
for financial reporting purposes. Under the guidance in Accounting Standard Codification (ASC) Topic 805, for transactions between entities
under common control, the assets, liabilities and results of operations, are recognized at their carrying amounts as of the consummation
date of the Share Exchange. This accounting treatment requires a retrospective presentation and combination of the consolidated financial
statements as if the share exchange and disposal of original business had occurred and the current group structure had existed at the
beginning of the earliest reporting period presented. Accordingly, the historical financial statements of the Company reflect those of
the accounting acquirer, i.e. the ModuLink Group, prior to the transaction, accompanied by a recapitalization of the Companys equity
structure.
During the years ended December 31, 2025 and 2024,
the Company and ModuLink Group (collectively referred to the Group) generated revenues primarily from modular building construction
and design services business.
**Going Concern**
The Company's consolidated financial statements
are prepared using accounting principles generally accepted in the United States of America, or U.S. GAAP, applicable to a going concern
which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has incurred
losses of $1,270,120 and has net cash used in operating activities of $1,236,551 for the year ended December 31, 2025. In addition, as
at the reporting date, the Company has accumulated deficit of $4,119,851. These factors raise substantial doubt about the Companys
ability to continue as a going concern. The Companys plans regarding those concerns are addressed in the following paragraph. The
accompany consolidated financial statements do not reflect any adjustments that might result from the outcome of these uncertainties.
The Company plans to secure additional funding to support its current
operations, anticipated growth and strategic objectives. Management is actively pursuing financing
opportunities through equity financing through share placement proceeds, as well as exploring new development projects and accelerating
the commercialization of its products. If successfully executed, these initiatives are expected to generate positive operating cash flows
and improve the Companys financial position. In addition, the Company expects to receive financial support from its major shareholders,
including TAM, Hin Wah Anthony, FU, Wah and AU-YEUNG Sai Kit, who have indicated their intention to provide ongoing financial support
to the Company as needed. The Company has also historically relied on support from officers, directors, existing shareholders, and related
parties, and management has considered the continued forbearance of Zenith (HK) with respect to the repayment of amounts currently due.
Based on managements best estimates, the Company believes it
may have sufficient financial resources to meet its obligations and to continue its current level of operations for at least the next
twelve months only if such share placement proceeds, shareholder financial support, forbearance and/or additional financing continue
to be available.
|
NOTE 2 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
**(A) Basis of Presentation and Preparation**
These consolidated financial statements of the
Company have been prepared in conformity with generally accepted accounting principles in the United States of America (GAAP)
and are expressed in United States dollars.
| | F-8 | | |
**MODULINK INC.**
**(FORMERLY KNOWN AS INTERNATIONAL ENDEAVORS CORPORATION)**
**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**
**FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024**
|
NOTE 2 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) | |
**(B) Principles of Consolidation**
The consolidated financial statements include
the financial statements of the Company, ModuLink Investment Limited and its subsidiaries and associated companies for which it is the
primary beneficiary. Upon making this determination, the Company is deemed to be the primary beneficiary of these entities, which are
then required to be consolidated for financial reporting purpose. All significant intercompany transactions and balances have been eliminated
upon consolidation.
Transactions involving entities under common control
are accounted for using the merger accounting. The consolidated financial statements of the combining entities are presented as if the
reorganization occurred at the beginning of the earliest reporting period presented. No gain or loss is recognized in the consolidated
financial statements as a result of the reorganization. The historical financial information of all entities under common control is combined
retroactively for all periods presented. The financial statements reflect consistent accounting policies and principles across all entities.
****
**(C) Use of Estimates**
The Companys consolidated financial statements
require management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated
financial statements and reported amounts of revenue and expense during the reporting period. Estimates are used when accounting for certain
items such as accounting for income tax valuation allowances. Estimates are based on historical experience, where applicable, and assumptions
that management believes are reasonable under the circumstances. Due to the inherent uncertainty involved with estimates, actual results
may differ.
**(D) Cash**
Cash includes cash on hand, cash accounts, and
interest-bearing savings accounts placed with banks and financial institutions. For the purposes of the statements of cash flow, the Company
considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents.
**(E) Fixed Assets, Net**
Equipment is stated at cost less accumulated
depreciationand impairment losses, if any. Depreciation is provided on a straight-line basis, less estimated residual values over
the assets estimated useful lives.The estimated useful lives are as follows:
|
Schedule of estimated useful lives |
| |
|
Office equipment |
3 years | |
|
Computer equipment |
3 years | |
|
Furniture and fixtures |
3 years | |
|
Leasehold improvement |
3 years | |
When equipment is retired or otherwise disposed
of, the related cost, accumulated depreciation and provision for impairment loss, if any, are removed from the respective accounts, and
any gain or loss is reflected in the consolidated statements of operations and comprehensive loss. Repairs and maintenance costs on equipment
are expensed as incurred.
| | F-9 | | |
**MODULINK INC.**
**(FORMERLY KNOWN AS INTERNATIONAL ENDEAVORS CORPORATION)**
**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**
**FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024**
|
NOTE 2 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) | |
**(F) Impairment of Long-Lived Assets**
Long-lived assets, such as equipment, are reviewed
for impairment whenever events or changes in circumstance indicate that the carrying amount of the assets may not be recoverable. An impairment
loss is recognized when the carrying amount of a long-lived asset exceeds the sum of the undiscounted cash flows expected to be generated
from the assets use and eventual disposition. An impairment loss is measured as the amount by which the carrying amount exceeds
the fair value of the asset calculated using a undiscounted cash flow analysis. There was no impairment of long-lived assets for the years
ended December 31, 2025 and 2024.
**(G) Allowance for Expected Credit
Losses**
Accounts receivable
Accounts receivable primarily represents revenue
recognized that was not invoiced at the balance sheet date and is primarily billed and collected in the following month. Trade accounts
receivable are carried at the original invoiced amount less an estimated allowance for expected credit losses based on the probability
of future collection. Management determines the adequacy of the allowance based on historical loss patterns, the number of days that customer
invoices are past due, reasonable and supportable forecasts of future economic conditions to inform adjustments over historical loss data,
and an evaluation of the potential risk of loss associated with specific accounts. When management becomes aware of circumstances that
may further decrease the likelihood of collection, it records a specific allowance against amounts due, which reduces the receivable to
the amount that management reasonably believes will be collected. The Company records changes in the estimate to the allowance for expected
credit losses through provision for expected credit losses and reverses the allowance after the potential for recovery is considered remote.
Loan receivables, related-party receivables,
and other receivables
Loan receivables, related-party receivables, and
other receivables are stated at amortized cost, net of an allowance for expected credit losses, and are subject to the Companys
expected credit loss model in accordance with ASC 326.
The Company evaluates expected credit losses on
these receivables by considering a combination of factors, including historical loss experience, the financial condition and creditworthiness
of the counterparties, the nature and terms of the receivables, current economic conditions, and reasonable and supportable forecasts.
For related-party receivables, the Company also considers the financial capacity and intent of the related parties to repay the outstanding
balances, as well as any ongoing business relationships.
Where applicable, the Company records an allowance
for expected credit losses to reflect the amount that is not expected to be collected. Changes in the allowance are recorded through earnings
in the period in which they are identified.
As of December 31, 2025 and 2024, no allowance for expected credit
losses has been recorded for certain loan receivables, related-party receivables, and other receivables, as management has assessed that
the risk of non-collection is not significant. This assessment is based on factors including the creditworthiness of the counterparties,
the absence of historical defaults, the short-term nature of certain balances, and, for related parties, their financial ability and willingness
to settle the obligations. The Company continues to monitor these balances on an ongoing basis and will record an allowance if credit
risk deteriorates.
****
****
****
****
| | F-10 | | |
**MODULINK INC.**
**(FORMERLY KNOWN AS INTERNATIONAL ENDEAVORS CORPORATION)**
**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**
**FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024**
|
NOTE 2 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) | |
**(H) Contract Assets Including Retainage,
Net**
Contract assets are generally based on amounts
billed and currently due from customers, amounts currently due but unbilled and amounts retained by customers pending satisfactory completion
of a project. It is common in the Companys industry for a small portion of either progress billings or the contract price, typically
5%, to be withheld by the customer until the Company completes a project to the satisfaction of the customer in accordance with the applicable
contract terms. Such amounts, defined as retainage, are included on the Consolidated Balance Sheets as Contract assets including
retainage, net. Based on the Companys experience with similar contracts in recent years, billings for such retainage balances
are generally collected within one year of the completion of the project.
Contract assets including retainage, net is stated
at the amount management expects to collect from outstanding balances. Management provides for uncollectible accounts through a charge
to earnings and a credit to the allowance for doubtful accounts based on its assessment of the current status of individual accounts,
type of service performed, current economic conditions, historical losses and other information available to management. Balances that
are still outstanding after management has used reasonable collection efforts are written off through a charge to the allowance for doubtful
accounts and an adjustment to the contract receivable.
**(I) Contract Assets and Contract Liabilities**
Billing practices for the Companys contracts
are governed by the contract terms of each project based on (i) progress toward completion approved by the owner, (ii) achievement of
milestones or (iii) pre-agreed schedules. Billings do not necessarily correlate with revenues recognized under the cost-to-cost input
method. The Company records contract assets and contract liabilities to account for these differences in timing.
The contract asset, Costs and estimated
earnings in excess of billings on uncompleted contracts, arises when the Company recognizes revenues for services performed under
its construction projects, but the Company is not yet entitled to bill the customer under the terms of the contract. Amounts billed to
customers are excluded from this asset and reflected on the Consolidated Balance Sheets as Contract assets including retainage,
net. Included in costs and estimated earnings on uncompleted contracts are amounts the Company seeks or will seek to collect from
customers or others for (i) errors, (ii) changes in contract specifications or design, (iii) contract change orders in dispute, unapproved
as to scope and price, or (iv) other customer-related causes of unanticipated additional contract costs (such as claims). Such amounts
are recorded to the extent that the amount can be reasonably estimated and recovery is probable. Claims and unapproved change orders made
by the Company may involve negotiation and, in rare cases, litigation. Unapproved change orders and claims also involve the use of estimates,
and revenues associated with unapproved change orders and claims are included in the transaction price for which it is probable that a
significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty is resolved. The Company did not
recognize any material amounts associated with claims and unapproved change orders during the periods presented.
The contract liability, Billings in excess
of costs and estimated earnings on uncompleted contracts, represents the Companys obligation to transfer goods or services
to a customer for which the Company has been paid by the customer or for which the Company has billed the customer under the terms of
the contract. Revenue for future services reflected in this account are recognized, and the liability is reduced, as the Company subsequently
satisfies the performance obligation under the contract.
Costs and estimated earnings in excess of billings
on uncompleted contracts and billings in excess of costs and estimated earnings on uncompleted contracts are typically resolved within
one year and are not considered significant financing components.
**(J) Equity Method Investments**
****
The Company uses the equity method of accounting
for investments in companies in which it has a minority equity interest and the ability to exert significant influence over operating
decisions of the companies. Significant influence is generally presumed to exist when the Company owns between 20% and 50% of the voting
interests in the investee, holds substantial management rights or holds an interest of less than 20% in an investee that is a limited
liability partnership or limited liability corporation that is treated as a flow- through entity.
Under the equity method of accounting, the Companys
share of the investees earnings (losses) are included in the equity interests income (loss) line item in the consolidated
statement of operations. The Company recorded its share of the income or loss generated by these entities for the years ended December
31, 2025 and 2024.
| | F-11 | | |
**MODULINK INC.**
**(FORMERLY KNOWN AS INTERNATIONAL ENDEAVORS CORPORATION)**
**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**
**FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024**
|
NOTE 2 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) | |
**(J) Equity Method Investments (Continued)**
Dividends and other distributions from equity
method investees are recorded as a reduction of the Companys investment. Distributions received up to the Companys interest
in the investees retained earnings are considered returns on investments and are classified within cash flows from operating activities
in the consolidated statement of cash flows. Distributions from equity method investments in excess of the Companys interest in
the investees retained earnings are considered returns of investments and are classified within cash flows provided by investing
activities in the statement of cash flows.
Other Equity Investments: Investments in nonconsolidated
affiliates in which the Company owns less than 20% of the voting common stock or does not exercise significant influence over operating
and financial policies, are recorded at fair value using quoted market prices if the investment has a readily determinable fair value.
If an equity investments fair value is not readily determinable, the Company will recognize it at cost less any impairment, adjusted
for observable price changes in orderly transactions in the investees securities that are identical or similar to the Companys
investments in the investee. The unrealized gains and losses and the adjustments related to the observable price changes are recognized
in net income (loss).
Impairments of Investments
The Company regularly reviews its investments
for impairment, including when the carrying value of an investment exceeds its market value. If the Company determines that an investment
has sustained an other-than-temporary decline in its value, the investment is written down to its fair value by a charge to earnings.
Factors that are considered by the Company in determining whether an other-than-temporary decline in value has occurred include (i) the
market value of the security in relation to its cost basis, (ii) the financial condition of the investee, and (iii) the Companys
intent and ability to retain the investment for a sufficient period of time to allow for recovery in the market value of the investment.
For investments accounted for using the equity
method of accounting or equity investments without a readily determinable fair value, the Company evaluates information available (e.g.,
budgets, business plans, financial statements, etc.) in addition to quoted market prices, if any, in determining whether an other-than
temporary decline in value exists. Factors indicative of an other-than-temporary decline include recurring operating losses, credit
defaults and subsequent rounds of financing at an amount below the cost basis of the Companys investment.
**(K) Revenue Recognition**
The Company derives a significant portion of revenues
from contracts with its customers during the years ended December 31, 2025 and 2024, predominantly by performing design and building services
and project design and management services for both public and private projects, with an emphasis on commercial and residential developments.
In accordance with ASC 606, Revenue From Contracts
with Customers, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects
the consideration the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements
that are within the scope of the standard, the entity performs the following five steps: (i) identify the contract(s) with a customer;
(ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price
to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation.
The standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with
customers. The standard also includes criteria for the capitalization and amortization of certain contract acquisition and fulfillment
costs.
The Company acts as the principal in all of its revenue arrangements,
as it controls the goods or services before transfer to the customer and is primarily responsible for fulfilling the contractual obligations.
| | F-12 | | |
**MODULINK INC.**
**(FORMERLY KNOWN AS INTERNATIONAL ENDEAVORS CORPORATION)**
**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**
**FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024**
|
NOTE 2 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) | |
Design and building services
Revenues derived from design and building
services are recognized over time by using the cost-to-cost method to measure the progress towards the completion of the performance
obligation as the customer simultaneously receives and consumes the benefits from the services rendered by the Company as the
Company satisfies its performance obligations by transferring control of the asset created or enhanced by the project to the
customer. The contracts for design and building services are legally enforceable and binding agreements between the Company and
customers. Recognition of revenues for construction projects requires significant judgment by management, including, among other
things, estimating total costs expected to be incurred to complete a project and measuring progress toward completion. Management
reviews contract estimates regularly to assess revisions of estimated costs to complete a project and for measurement of progress
toward completion. No
material adjustments to a contract were noted in the fiscal years ended December 31, 2025 and 2024.
The Company reviews and updates the estimated
total costs of the contracts at least annually. Revisions to contract revenue and estimated total costs of the contracts are made in the
period in which the facts and circumstances that cause the revision become known and are accounted for as changes in estimates. Management
believes the Company maintains reasonable estimates based on prior experience; however, many factors contribute to changes in estimates
of contract costs. Accordingly, estimates made with respect to uncompleted projects are subject to change as each project progresses and
better estimates of contract costs become available. All contract costs are recorded as incurred, and revisions to estimated total costs
are reflected as soon as the obligation to perform is determined. Provisions are recognized for the full amount of estimated losses on
uncompleted contracts whenever evidence indicates that the estimated total cost of a contract exceeds its estimated total revenue, regardless
of the stage of completion. When the Company incurs additional costs related to work performed by subcontractors, the Company may be able
to utilize contractual provisions to back charge the subcontractors for those costs.
Revenue in excess of billings on the contracts
is recorded as costs and estimated earnings in excess of billings. Billings in excess of revenues recognized on the contracts are recorded
as deferred revenue until the above revenue recognition criteria are met. Recognition of accounts receivable and costs and estimated earnings
in excess of billings are stated set out in Note 2(I).
If at any time the costs to complete the contract
are estimated to exceed the remaining amount of the consideration under the contract, then a provision is recognized.
Project design and management services
Revenues derived from design and management services
are recognized over time by output method based on milestones reached as certified by engineer to measure the progress towards the completion
of the performance obligation as the customer simultaneously receives and consumes the benefits from the services rendered by the Company.
The contracts for project design and management services are legally enforceable and binding agreements between the Company and customers.
Sales of Goods
Revenues from the sale of goods are recognized
at a point in time when control of the goods is transferred to the customer, which generally occurs upon delivery and acceptance of the
goods, in accordance with the terms of the underlying contract.
The amount of revenue recognized reflects the
consideration to which the Company expects to be entitled in exchange for transferring the goods, net of any discounts, rebates, returns,
and value-added taxes.
| | F-13 | | |
**MODULINK INC.**
**(FORMERLY KNOWN AS INTERNATIONAL ENDEAVORS CORPORATION)**
**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**
**FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024**
|
NOTE 2 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) | |
**(L) Income Taxes**
The Company recognizes deferred tax liabilities
and assets for the expected future tax consequences of events that have been included in the consolidated financial statements or tax
returns. Deferred tax liabilities and assets are determined based on the difference between the financial statement basis and tax basis
of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company
estimates the degree to which tax assets and credit carryforwards will result in a benefit based on expected profitability by tax jurisdiction.
A valuation allowance for such tax assets and loss carryforwards is provided when it is determined to be more likely than not that the
benefit of such deferred tax asset will not be realized in future periods. Tax benefits of operating loss carryforwards are evaluated
on an ongoing basis, including a review of historical and projected future operating results, the eligible carryforward period, and other
circumstances. If it becomes more likely than not that a tax asset will be used, the related valuation allowance on such assets would
be reduced.
The Company recognizes tax benefits from uncertain
tax positions only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based
on the technical merits of the position. Once this threshold has been met, the Companys measurement of its expected tax benefits
is recognized in its consolidated financial statements. The Company accrues interest on unrecognized tax benefits as a component of income
tax expense. Penalties, if incurred, would be recognized as a component of income tax expense.
**(M) Comprehensive Income (Loss)**
The Company follows ASC Topic 220, Comprehensive
Income, for the reporting and display of its comprehensive income (loss) and related components in the consolidated financial statements
and thereby reports a measure of all changes in equity of an enterprise that results from transactions and economic events other than
transactions with the shareholders. Items of comprehensive income (loss) are reported in both the consolidated statements of operations
and comprehensive income and the consolidated statement of stockholders deficit.
Accumulated other comprehensive income as presented
on the consolidated balance sheets consisted of the accumulative foreign currency translation adjustment at period end.
**(N) Earnings (Loss) Per Common Share**
Basic earnings (loss) per common share are computed
in accordance with ASC Topic 260, Earning per Share, by dividing the net income (loss) attributable to holders of common stock by the
weighted average number of shares of common stock outstanding during the period. Diluted earnings (loss) per common share is computed
by dividing net income (loss) by the weighted average number of common shares including the dilutive effect of common share equivalents
then outstanding.
The diluted net profit/(loss) per common share
is the same as the basic net profit/(loss) per share for the years ended December 31, 2025 and 2024 as all potential common shares including
stock options and warrants are anti-dilutive and are therefore excluded from the computation of diluted net profit/(loss) per share.
**(O) Foreign Currency Translation**
The assets and liabilities of the Companys
subsidiaries denominated in currencies other than U.S. dollars are translated into U.S. dollars using the applicable exchange rates at
the balance sheet date. For consolidated statements of operations and comprehensive loss items, amounts denominated in currencies
other than U.S. dollars were translated into U.S. dollars using the average exchange rate during the period. Equity accounts were translated
at their historical exchange rates. Net gains and losses resulting from translation of foreign currency on consolidated financial statements
are includedin the statements of stockholders equity as accumulated other comprehensive income (loss). Foreign currency transaction
gains and losses are reflected in the consolidated statements of operations and comprehensive income.
| | F-14 | | |
**MODULINK INC.**
**(FORMERLY KNOWN AS INTERNATIONAL ENDEAVORS CORPORATION)**
**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**
**FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024**
|
NOTE 2 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) | |
**(P) Fair Value of Financial Instruments**
ASC Topic 820, Fair Value Measurements and Disclosure,
defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required
or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact,
and it considers assumptions that market participants would use when pricing the asset or liability.
It establishes a fair value hierarchy that requires
an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial
instruments categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair
value measurement. It establishes three levels of inputs that may be used to measure fair value:
*Level 1* - Level 1 applies to assets or
liabilities for which there are quoted prices in active markets for identical assets or liabilities.
*Level 2* - Level 2 applies to assets or
liabilities for which there are inputs other than quoted prices included within Level 1 that are observable for the asset or liability
such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets
with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are
observable or canbe derived principally from, or corroborated by, observable market data.
*Level 3* - Level 3 applies to assets or
liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value
of the assets or liabilities.
The carrying value of the Companys financial
instruments, which consist of cash, prepaid expenses and other current assets, accounts payable, accrued expenses and other payables approximates
fair value due to the short-term maturities.
**(Q) Segment Reporting**
****
We currently operate in a single operating segment and a single reporting
segment. Operating segments are defined as components of an enterprise about which separate financial information is regularly evaluated
by the chief operating decision maker (CODM), which is fulfilled by our Chief Executive Officer, in deciding how to allocate
resources and assess performance. Our Chief Executive Officer allocates resources and evaluates performance primarily based on financial
information for this segment. Other activities, such as the sale of goods, are currently immaterial and do not meet the quantitative thresholds
for separate segment reporting. Accordingly, all required financial segment information is presented in the consolidated financial statements,
and the Company will reassess segment reporting if other activities become material in future periods.
**(R) Recent Accounting Pronouncements**
Public companies in the United States are
subject to the accounting and reporting requirements of various authorities, including FASB and the SEC.
On December 14, 2023, the FASB issued Accounting
Standards Update (ASU) 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures related to
improvements to income tax disclosures. The amendments in this update require enhanced jurisdictional and other disaggregated disclosures
for the effective tax rate reconciliation and income taxes paid. The amendments in this update are effective for fiscal years beginning
after December 15, 2024. The Company adopted this standard effective January 1, 2025 on a retrospective basis, applying the new disclosure
requirements to all periods presented. The adoption resulted in additional disclosures in the income tax footnote but did not impact the
Companys consolidated financial position, results of operations, or cash flows.
On November 27, 2023, FASB issued ASU 2023-07,
Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires public entities to consider
relevant qualitative and quantitative factors when determining whether segment expense categories and amounts are significant, and identify
segment expenses on the basis of amounts that are regularly provided to the CODM, and included in reported segment profit or loss. The
ASU is effective for fiscal years beginning after Dec. 15, 2023, and interim periods within fiscal years beginning after Dec. 15, 2024.
The Company adopted this standard effective January 1, 2024, applying it retrospectively to all periods presented. As the Company has
one reportable segment, the adoption had no material impact on the Companys financial statements, but resulted in additional expense
disclosures and reconciliations in the financial statement footnotes.
| | F-15 | | |
**MODULINK INC.**
**(FORMERLY KNOWN AS INTERNATIONAL ENDEAVORS CORPORATION)**
**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**
**FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024**
|
NOTE 2 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) | |
**(R) Recent Accounting Pronouncements (continued)**
In November 2024, the FASB issued ASU 2024-03
(ASU 2024-03), Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40).
ASU 2024-03 requires that public business entities disclose additional information about specific expense categories in the notes to financial
statements at interim and annual reporting periods. The prescribed categories include purchases of inventory, employee compensation, depreciation,
intangible asset amortization, and depletion. This authoritative guidance is effective for annual periods beginning after December 15,
2026 and interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the effect
of this new guidance on its consolidated financial statements.
In July 2025, the FASB issued ASU 2025-05, Financial
InstrumentsCredit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The amendments
in this Update provide (1) guidance on measuring expected credit losses using a probabilistic method and (2) a practical expedient for
all entities that simplifies the estimation of expected credit losses for current trade accounts receivable and contract assets arising
from revenue transactions. The Update is effective for public business entities for fiscal years beginning after December 15, 2025, including
interim periods within those fiscal years. Early adoption is permitted. The Company early adopted this ASU effective for the fiscal year
beginning January 1, 2025. The Company has elected the practical expedient provided therein. Accordingly, the Companys estimate
of expected credit losses on its trade accounts receivable and other receivables is now based solely on historical loss experience and
current asset-specific conditions. This change has been applied retrospectively as of the beginning of the annual period of adoption.
The adoption of this ASU did not have a material impact on the Companys consolidated financial statements.
In September 2025, the FASB issued ASU 2025-06,
Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use
Software, which removes all references to software development project stages. The ASU requires entities to begin capitalizing
software costs when management authorizes and commits to funding the software project, and it is probable that the project will be completed
and the software will be used for its intended purpose. This ASU is effective for annual reporting periods beginning after December 15,
2027, and interim reporting periods within those annual reporting periods, with early adoption permitted. Upon adoption, the guidance
can be applied prospectively, retrospectively, or with a modified transition approach. The Company is currently evaluating the impact
that ASU 2025-06 will have on its consolidated financial statements.
In December 2025, the FASB issued ASU 2025-11,
Interim Reporting (Topic 270): Narrow-Scope Improvements, which is intended to improve navigability of the guidance in Topic
270, Interim Reporting, and clarify when it applies. The ASU also addresses the form and content of such financial statements and interim
disclosure requirements and establishes a principle under which an entity must disclose events from the end of the last annual reporting
period that have a material impact on the entity. This ASU is effective for annual reporting periods beginning after December 15, 2027,
and interim reporting periods within those annual reporting periods, with early adoption permitted. The Company is currently evaluating
the impact that ASU 2025-11 will have on its consolidated financial statements and related disclosures.
Other pronouncements issued by the FASB or other
authoritative accounting standards groups with future effective dates are either not applicable or are not expected to be significant
to the Companys financial position, results of operations or cash flows.
| | F-16 | | |
**MODULINK INC.**
**(FORMERLY KNOWN AS INTERNATIONAL ENDEAVORS CORPORATION)**
**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**
**FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024**
|
NOTE 3 |
SUBSIDIARIES | |
Details of the Companys principal
consolidated subsidiaries as of December 31, 2025 and 2024 were as follows:
|
Schedule of principal consolidated subsidiaries |
| |
| |
| |
|
| |
Place of | |
Ownership/Control
interest attributable
to the Company | |
| |
|
Name | |
Incorporation | |
2025 | |
2024 | |
Principal activities | |
|
ModuLink Investment Limited (MIL) (i) | |
British Virgin Islands | |
100% | |
Nil | |
Holding company | |
|
ModuLink Corporation Limited (MCL) (ii) | |
Hong Kong | |
100% | |
100% | |
Holding company and provision of intergroup management services | |
|
Zenith Integrated Modular Limited (ZIML) (iii) | |
Hong Kong | |
100% | |
100% | |
Provision of construction and engineering services | |
|
Zenith AY Modular Buildings Company Limited (ZAMBCL) (iv) | |
Hong Kong | |
100% | |
100% | |
Provision of project management services in overseas (vi) | |
|
ModuLink InnoTech Limited (MITL) (v) | |
Hong Kong | |
100% | |
100% | |
Provision of technology management services | |
|
ModuLink Innotech Pty Limited (MIPL) (vii) | |
Australia | |
80% | |
Nil | |
Provision of AI healthcare and smart living solutions | |
*Remarks:*
|
i) |
ModuLink Investment Limited was incorporated on March 13, 2025 in the British Virgin Islands. | |
|
|
| |
|
ii) |
ModuLink Corporation Limited was incorporated on June 26, 2024 in Hong Kong. | |
|
|
| |
|
iii) |
ZIML was incorporated on August 13, 2021, as a wholly owned subsidiary of a Hong Kong limited company, which was beneficially held by Anthony Hin Wah TAM (Mr. TAM), a major shareholder, director and chairman of the Company. On August 1, 2024, a share swap agreement was executed among ZIML, MCL, the Hong Kong entity held by Mr. TAM, and two other major shareholders of MIL. Pursuant to this agreement, Mr. TAM exchanged his entire ultimate shareholding in ZIML for a 50% equity interest in MCL prior to private placements to other shareholders. After the transaction, ZIML became the wholly-owned subsidiary of MCL. | |
|
|
| |
|
iv) |
ZAMBCL was incorporated on March 4, 2024, and was jointly owned by a Hong Kong company, which was beneficially held by Sai Kit AU-YEUNG (Mr. AU-YEUNG) (70%) and ZIML (30%). Mr. AU-YEUNG is also a major shareholder, director and chief financial officer of the Company. On August 1, 2024, a share swap agreement was signed among ZAMBCL, MCL, ZIML, Mr. AU YEUNG and his company. Pursuant to this agreement, Mr. AU-YEUNG transferred his 70% shareholding in ZAMBCL in exchange for a 25% equity interest in MCL prior to private placements to other shareholders. After the transaction, ZAMBCL became the wholly-owned subsidiary of ZIML. | |
|
|
| |
|
v) |
MITL was incorporated on December 17, 2021, and was jointly owned a Hong Kong limited company, which was beneficially held by Wah FU (Mr. FU) (40%) and ZIML (60%). Mr. FU is a major shareholder, director and chief executive officer of the Company. On August 1, 2024, a share swap agreement was executed among MITL, MCL, ZIML, Mr. FU and his company. Pursuant to this agreement, Mr. FU exchanged his 40% shareholding in MITL for a 25% equity interest in MCL prior to private placements to other shareholders. After the transaction, MITL became the wholly-owned subsidiary of ZIML. | |
|
|
| |
|
vi) |
ZAMBCL has not commenced business during the years ended December 31, 2025 and 2024. | |
|
|
| |
|
vii) |
MIPL was incorporated on September 15, 2025 and has not commenced business during the year ended December 31, 2025. | |
| | F-17 | | |
**MODULINK INC.**
**(FORMERLY KNOWN AS INTERNATIONAL ENDEAVORS CORPORATION)**
**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**
**FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024**
**
|
NOTE 4 |
ACCOUNTS RECEIVABLE | |
Accounts receivable as of December 31, 2025 and
December 31, 2024 were as follows:
|
Schedule of accounts receivable | |
| |
| |
|
| |
2025 | |
2024 | |
|
Accounts receivable | |
$ | 1,900 | | |
$ | 91,166 | | |
|
Less: provision for credit losses | |
| | | |
| | | |
|
Total | |
$ | 1,900 | | |
$ | 91,166 | | |
For the years ended December 31, 2025 and 2024,
the Company recorded no provision for credit losses for accounts receivable.
|
NOTE 5 |
CONTRACT ASSETS INCLUDING RETAINAGE, NET | |
Contract assets including retainage, net consisted
of the following at December 31, 2025 and 2024:
|
Schedule of contract assets | |
| |
| |
|
| |
2025 | |
2024 | |
|
Contract assets (Note 6) | |
$ | | | |
$ | 193,404 | | |
|
Retainage | |
| | | |
| 108,098 | | |
|
Less: provision for credit losses | |
| | | |
| | | |
|
Contract assets including retainage, net | |
$ | | | |
$ | 301,502 | | |
Retainage receivables have been billed and the
Company has an unconditional right to receive payment, but are not due until satisfactory contract completion and acceptance by the customer.
****
|
NOTE 6 |
CONTRACT ASSETS AND LIABILITIES | |
****
Costs and estimated earnings compared to billings
on uncompleted contracts at December 31, 2025 and 2024 consisted of the following:
Costs and estimated earnings in excess of billings
on uncompleted contracts
|
Schedule of costs and estimated earnings | |
| |
| |
|
| |
2025 | |
2024 | |
|
Contract costs incurred plus estimated earnings | |
$ | | | |
$ | 4,323,927 | | |
|
Less: Progress billings | |
| | | |
| (4,130,523 | ) | |
|
Contract assets | |
$ | | | |
$ | 193,404 | | |
Billings in excess of costs and estimated earnings on uncompleted
contracts
|
Schedule of billings in excess of costs | |
| |
| |
|
| |
2025 | |
2024 | |
|
Contract costs incurred plus estimated earnings | |
$ | 1,106,982 | | |
$ | 273,505 | | |
|
Less: Progress billings | |
| (1,294,082 | ) | |
| (423,076 | ) | |
|
Contract liabilities | |
$ | (187,100 | ) | |
$ | (149,571 | ) | |
| | F-18 | | |
**MODULINK INC.**
**(FORMERLY KNOWN AS INTERNATIONAL ENDEAVORS CORPORATION)**
**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**
**FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024**
|
NOTE 7 |
PREPAID EXPENSES AND OTHER CURRENT ASSETS, NET | |
Prepaid expenses and other current assets, net
as of December 31, 2025 and 2024were as follows:
|
Schedule of prepaid expenses and other current asset | |
| | | |
| | | |
|
| |
2025 | |
2024 | |
|
Prepaid expenses | |
$ | 29,932 | | |
$ | 45,000 | | |
|
Deposit paid | |
| | | |
| 52,021 | | |
|
Other receivables | |
| 34,914 | | |
| | | |
|
Prepaid expenses and other current assets, net | |
$ | 64,846 | | |
$ | 97,021 | | |
|
NOTE 8 |
AMOUNT DUE FROM A RELATED COMPANY | |
The amount due from the related company in which
the Company's director also serves as the director. The amount is unsecured, non-interest-bearing, and repayable on demand.
|
NOTE 9 |
AMOUNT DUE FROM AN ASSOCIATE | |
The amount due from the associate is unsecured,
non-interest-bearing, and repayable on demand.
|
NOTE 10 |
AMOUNT DUE FROM IMMEDIATE HOLDING COMPANY | |
The amount is due from the immediate holding company,
ModuLink Inc, a company incorporated in the British Virgin Islands. The amount is unsecured, non-interest-bearing, and repayable on demand.
|
NOTE 11 |
LOAN RECEIVABLES | |
The amount was due from an independent property
development entity based in Canada. The amount due is unsecured, carries interest at a rate of 5% per annum and repayable on demand.
|
NOTE 12 |
EQUIPMENT, NET | |
Equipment, net as of December 31, 2025 and 2024
consisted of the following:
|
Schedule of equipment, net | |
| |
| |
|
| |
2025 | |
2024 | |
|
Office equipment | |
$ | 5,387 | | |
$ | 4,900 | | |
|
Computer equipment | |
| 29,891 | | |
| | | |
|
Furniture and Fixtures | |
| 12,346 | | |
| 5,936 | | |
|
Leasehold improvement | |
| 14,819 | | |
| 14,819 | | |
|
Less: accumulated depreciation | |
| (17,503 | ) | |
| (713 | ) | |
|
Total | |
$ | 44,940 | | |
$ | 24,942 | | |
Depreciation for the years ended December 31,
2025 and 2024 amounted to $16,790 and $713 respectively.
**Pledge of Equipment**
No equipment has been pledged by the Company.
| | F-19 | | |
**MODULINK INC.**
**(FORMERLY KNOWN AS INTERNATIONAL ENDEAVORS CORPORATION)**
**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**
**FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024**
|
NOTE 13 |
INVESTMENT IN AN ASSOCIATE | |
ModuLink Australia Pty Limited was incorporated
in Australia on 30 July 2024 for providing construction and engineering services in Australia.
|
Schedule of construction and engineering services | |
| |
| |
|
| |
| 2025 | | |
| 2024 | | |
|
Investment cost | |
$ | 3 | | |
$ | 3 | | |
The following table summarises the financial
information of the associate as included in its own financial statements and also reconciles the summarized financial information to
the carrying amount of the Groups interest in the associate.
|
Schedule of carrying
amount of Groups interest in associate | |
| | | |
| | | |
|
Ownership/Control interest | |
| 40% | | |
| 40% | | |
|
Non-current assets | |
$ | 208,457 | | |
$ | | | |
|
Current assets | |
| 2,305 | | |
| | | |
|
Non-current liabilities | |
| | | |
| | | |
|
Current liabilities | |
| (287,314 | ) | |
| | | |
|
Net liabilities (100%) | |
$ | (76,552 | ) | |
$ | | | |
|
| |
| | | |
| | | |
|
Groups share of net liabilities (40%) | |
$ | (30,621 | ) | |
$ | | | |
|
| |
| | | |
| | | |
|
Revenue | |
$ | | | |
$ | | | |
|
Loss from continuing operations | |
| (76,559 | ) | |
| | | |
|
Other comprehensive income | |
| | | |
| | | |
|
Total comprehensive loss (100%) | |
$ | (76,559 | ) | |
$ | | | |
|
| |
| | | |
| | | |
|
Groups share of comprehensive loss (40%) | |
$ | (30,624 | ) | |
$ | | | |
|
NOTE 14 |
LONG TERM PREPAYMENT | |
The amount represents prepayments made for mouldings used for production
purposes.
| | F-20 | | |
**MODULINK INC.**
**(FORMERLY KNOWN AS INTERNATIONAL ENDEAVORS CORPORATION)**
**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**
**FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024**
|
NOTE 15 |
ACCOUNTS PAYABLE | |
Accounts payable as of December 31, 2025 and
2024 consisted of the following:
|
Schedule of accounts receivable | |
| |
| |
|
| |
2025 | |
2024 | |
|
Accounts payable | |
$ | 33,461 | | |
$ | | | |
|
Retention payable | |
| | | |
| 55,772 | | |
|
Total | |
$ | 33,461 | | |
$ | 55,772 | | |
The retention payable is not
due until satisfactory contract completion and acceptance by the customer.
Included in accounts payable, an amount of $28,846
was payable to a related company as at December 31, 2025 (2024: Nil).
|
NOTE 16 |
AMOUNT DUE TO RELATED COMPANIES | |
The summary of amount due to related companies
as of December 31, 2025 and 2024 is as follows:
|
Schedule of amount due from related companies | |
| |
| |
|
| |
2025 | |
2024 | |
|
Zenith (PMS) Limited | |
$ | | | |
$ | 47,798 | | |
|
AY Consulting Services Company | |
| 227,801 | | |
| 153,847 | | |
|
Total | |
$ | 227,801 | | |
$ | 201,645 | | |
The amount due to related companies in which the
Company's directors also serve as directors. These balances primarily represent advances provided to fund certain development projects.
The amounts are unsecured, non-interest-bearing, and repayable on demand.
|
NOTE 17 |
AMOUNT DUE TO DIRECTORS | |
The amount due to the directors is unsecured,
non-interest-bearing, and repayable on demand.
| | F-21 | | |
**MODULINK INC.**
**(FORMERLY KNOWN AS INTERNATIONAL ENDEAVORS CORPORATION)**
**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**
**FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024**
|
NOTE 18 |
NOTES PAYABLE | |
Notes payable as of December 31, 2025 and 2024
consisted of the following:
|
Schedule of notes payable | |
| | | |
| | | |
| | | |
| | | |
|
| |
| |
| |
Outstanding Amount (including accrued interest) | |
| |
|
Name of Note Holder | |
Principal Amount | |
Date of Issuance | |
December 31, 2025 | |
December 31, 2024 | |
|
Zenith (Hong Kong) Engineering Limited | |
$ | 75,000 | | |
| Oct 2, 2017 | | |
$ | 48,329 | | |
$ | 44,625 | | |
|
Zenith (Hong Kong) Engineering Limited | |
| 65,000 | | |
| Nov 17, 2019 | | |
| 83,931 | | |
| 77,499 | | |
|
| |
$ | 140,000 | | |
| | | |
$ | 132,260 | | |
$ | 122,124 | | |
On January 22, 2025, Raymond Valdez, the former
sole executive officer and director entered into the Stock Purchase Agreement, pursuant to which Mr. Valdez agreed to sell to ModuLink
Inc., a British Virgin Islands corporation, and Zenith (Hong Kong) Engineering Limited, a Hong Kong corporation (Zenith (HK)),
200,000 shares of Preferred A shares, representing all of the issued and outstanding shares of Preferred A, and the transfer of certain
promissory notes of the Company held by third parties.
Pursuant to the Stock Purchase Agreement dated
January 22, 2025, the two convertible promissory notes of the Company in the principal amounts of $65,000 and $75,000, respectively were
purchased and assigned to Zenith (HK) on January 30, 2025. The notes were originally convertible into shares of the Companys common
stock in accordance with the terms set forth therein. On February 28, 2025, Zenith (HK) waived all rights to convert the outstanding principal
amount and any accrued but unpaid interest under the two convertible promissory notes into equity securities of the Company. Both notes
have already become due and payable. However, Zenith (HK) has indicated a willingness to work with the Company regarding repayment of
such loans. These notes are interest bearing at a rate of 8% per annum. Thus, notes payable is classified as financial liabilities and
recognized at amortized cost.
|
NOTE 19 |
COMMITMENTS AND CONTINGENCIES | |
**Contingencies**
The Company accounts for loss contingencies in
accordance with ASC Topic 450 and other related guidelines.
At the end of the reporting period, there were
contingent liabilities of maximum USD 1.91 million (2024: USD 1.91 million) in respect of the subsidiary providing a corporate guarantee
to a bank for securing the general banking facilities granted to both the subsidiary and a related company wholly owned by Mr. Tam Hin
Wah Anthony.
This guarantee represents a contingent liability,
as the Company may be required to perform under the guarantee in the event of default by the related company. As of December 31, 2025
and 2024, no liability has been recognized in the consolidated financial statements, as management has determined that the likelihood
of payment under the guarantee is not probable.
The Company will continue to monitor the financial
condition of the related company and assess the need for recognition of a liability in accordance with ASC Topic 450.
As of December 31, 2025 and 2024, except as disclosed above, the Companys
management is not aware of any other material commitments or contingencies.
|
NOTE 20 |
STOCKHOLDERS EQUITY | |
**(A) Common Stock and Series A Convertible Preferred Shares**
On February 9, 2025, the authorized capital stock was increased to
Four Billion Ten Million (4,010,000,000) shares, consisting of (a) Four Billion (4,000,000,000) shares of common stock, par value $0.001
per share and (b) Ten Million (10,000,000) shares of preferred stock, par value $0.001 per share, issuable in one or more series as hereinafter
provided.
On October 20, 2025, the authorized capital stock was further increased
to Six Billion Ten Million (6,010,000,000) shares, consisting of (a) Six Billion (6,000,000,000) shares of common stock, par value $0.001
per share and (b) Ten Million (10,000,000) shares of preferred stock, par value $0.001 per share, issuable in one or more series as hereinafter
provided.
| | F-22 | | |
**MODULINK INC.**
**(FORMERLY KNOWN AS INTERNATIONAL ENDEAVORS CORPORATION)**
**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**
**FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024**
|
NOTE 20 |
STOCKHOLDERS EQUITY (CONTINUED) | |
**
*Common Stock*
The number of authorized common stock is Six
Billion (6,000,000,000) Shares. Issued and Outstanding as of December 31, 2024 and December 31, 2025 were 3,969,933,920. The shares were
issued under Rule 144 of the Securities and Exchange act.
On March 28, 2025, the Company entered into a
share exchange agreement with all shareholders of the ModuLink Investment Limited (MIL). Under the terms of the agreement,
the Company will acquire 100% of the issued and outstanding shares of MIL by issuing a total of 2,356,712,066 shares of MDLK common stock
at a valuation of $0.0034 per share to the shareholders of MIL on a pro-rata basis, representing an aggregate valuation of approximately
$8,013,000. The transaction was consummated on May 1, 2025 and MIL became a 100% owned subsidiary of the Company. The board of directors
have approved the issuance of 2,356,712,066 shares which were issued on May 30, 2025.
As the Share Exchange between the Company and
MIL was a merger of entities under common control and accounted for as a reverse recapitalization, the common stock has been retrospectively
restated to reflect the issuance of 2,356,712,066 shares of MDLK common stock for all periods presented.
*Series A Convertible Preferred Shares*
The number of authorized Series A Convertible
Preferred is Five Hundred Thousand (500,000) Shares. Shares Issued and Outstanding as of December 31, 2024 and December 31, 2025 were
200,000 shares. Each holder of Series A Convertible Preferred Shares is entitled to vote together with holders of the common stock with
each one Series A Convertible Preferred A Share voting as twenty thousand shares of Common Stock. Similarly, each one share of Series
A Convertible Preferred Share is convertible into twenty thousand shares of Common Stock.
On February 7, 2025, the Board changed the name
of the Preferred A Stock to the Series A Convertible Preferred stock. The Series A Convertible Preferred Stock has a par
value of $0.001 and 500,000 authorized shares, of which 200,000 are issued and outstanding.
Currently, holders of Series A Convertible Preferred
Stock are: (i) entitled to receive dividends or other distributions and rank prior to the Companys Common Stock as to distribution
of assets upon liquidation, dissolution; (ii) entitled to vote on all matters submitted to a vote of the shareholders together with the
Common Stock holders with each one share of Series A Convertible Preferred Stock having 20,000 votes; (iii) entitled to convert Series
A Preferred Stock into shares of Common Stock with each one share of Series A Convertible Preferred Stock be converted to 20,000 shares
of Common Stock.
****
**(B) Dividends**
The Company has not declared any dividends since
incorporation.
| | F-23 | | |
**MODULINK INC.**
**(FORMERLY KNOWN AS INTERNATIONAL ENDEAVORS CORPORATION)**
**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**
**FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024**
|
NOTE 21 |
RELATED PARTY TRANSACTIONS | |
Except as set forth below, during the years ended
December 31, 2025 and 2024, the Companydid not enter into any material transactions or series of transactions that would be considered
material in which any officer, director or beneficial owner of 5% or more of any class of the Companys capital stock, or any immediate
family member of any of the preceding persons, had a direct or indirect material interest.
Management believes that all related-party transactions were conducted
on terms substantially consistent with those that would be agreed upon by unrelated parties in an arms-length transaction. Certain
transactions, however, benefited from the related-party relationships, providing additional flexibility regarding timing, payment terms,
and adjustments to the scope of services. All related-party transactions are reviewed and approved by the Board of Directors, with any
directors having a material interest in a transaction recused from the discussion and approval as appropriate.
For the year ended December 31, 2025, the Company
recognized rental expense of $38,514 (2024: $7,890) payable to AY Consulting Services Company Limited. The Companys Chief Financial
Officer is a director and shareholder of AY Consulting Services Company Limited.
In addition to the transactions and balances detailed
elsewhere in these financial statements, the Company had the following transactions with the related company:
|
Schedule of related party transaction | |
| |
| |
|
| |
2025 | |
2024 | |
|
Project and design management service fees paid to Zenith (PMS) Limited | |
$ | 776,495 | | |
$ | 245,716 | | |
|
Product development fees paid to Leidenford Ltd. | |
| 87,821 | | |
| 30,306 | | |
|
NOTE 22 |
NET LOSS PER ORDINARY SHARE | |
Net loss per share information for the years
ended December 31, 2025 and 2024 was as follows:
|
Schedule of net loss per share information | |
| | | |
| | | |
|
| |
2025 | |
2024 | |
|
Numerator: | |
| | | |
| | | |
|
Net loss attributable to common stockholders | |
$ | (1,270,120 | ) | |
$ | (283,378 | ) | |
|
Denominator: | |
| | | |
| | | |
|
Weighted average number of shares outstanding: | |
| | | |
| | | |
|
Basic | |
| 3,969,933,920 | | |
| 3,827,772,401 | | |
|
Diluted | |
| 7,969,933,920 | | |
| 7,827,772,401 | | |
|
Net loss per ordinary share: | |
| | | |
| | | |
|
Basic | |
$ | (0.000320 | ) | |
$ | (0.000074 | ) | |
|
Diluted | |
$ | (0.000159 | ) | |
$ | (0.000036 | ) | |
The diluted net loss per ordinary share is the
same as the basic net loss per ordinary share for the years ended December 31, 2025 and 2024 as the Company did not have any stock options
and warrants in issue and outstanding. As mentioned in Note 1, the Share Exchange between the Company and MIL was a merger of entities
under common control and accounted for as a reverse recapitalization, the common stock has been retrospectively restated to reflect the
issuance of 2,356,712,066 shares of MDLK common stock for all periods presented. The weighted average number of shares outstanding for
the year ended December 31, 2025 and 2024 was presented as if all the shares of the Company issued on May 30, 2025 for the Share Exchange
occurred at the beginning of the earliest reporting period.
| | F-24 | | |
**MODULINK INC.**
**(FORMERLY KNOWN AS INTERNATIONAL ENDEAVORS CORPORATION)**
**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**
**FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024**
|
NOTE 23 |
REVENUE | |
The breakdown of revenue for the year ended December 31, 2025 and 2024 is as follows:
|
Schedule of revenue | |
| | | |
| | | |
|
| |
2025 | |
2024 | |
|
Design and build services | |
$ | 1,065,210 | | |
$ | 114,482 | | |
|
Project design and management services | |
| 217,949 | | |
| 294,860 | | |
|
Sales of goods | |
| 11,390 | | |
| | | |
|
Total | |
$ | 1,294,549 | | |
$ | 409,342 | | |
|
NOTE 24 |
INCOME TAXES | |
The Company was incorporated in the State of Nevada,
which currently does not impose a state corporate income tax. The Company is, however, subject to the federal corporate income tax rate
of 21%.
The subsidiary incorporated in the British Virgin
Islands is not subject to income tax under the relevant regulations. Under the current Hong Kong Inland Revenue Ordinance, the Companys
subsidiaries operating in Hong Kong are subject to the Hong Kong Profits Tax at the two-tiered profits tax rates from 8.25% to 16.5% on
the estimated assessable profits derived during the current period, after deducting a tax concession for the tax year.
Income is subject to taxation in various countries
in which the Company and its subsidiaries operate or are incorporated. The (loss) profit before income taxes by geographical locations
for the years ended December 31, 2025 and 2024 were summarized as follows:
|
Schedule of (loss) profit before income taxes | |
| |
| |
|
| |
2025 | |
2024 | |
|
British Virgin Islands | |
$ | | | |
$ | (55,000 | ) | |
|
United States | |
| (181,951 | ) | |
| (26,429 | ) | |
|
Hong Kong | |
| (1,088,169 | ) | |
| (164,268 | ) | |
|
| |
$ | (1,270,120 | ) | |
$ | (245,697 | | |
The provision for income taxes consisted for
the years ended December 31, 2025 and 2024 was as follows:
|
Schedule of provision for income
taxesSchedule of income tax reconciliation | |
| | |
|
|
|
| | |
|
|
|
|
| |
2025 |
|
2024 |
|
|
Loss before income taxes | |
$ | (1,270,120 | ) |
|
|
|
|
|
$ | (245,697 | ) |
|
|
|
|
|
|
Income tax credit computed at statutory income rate | |
| (209,570 | ) |
|
|
16.5% |
|
|
| (40,540 | ) |
|
|
16.5% |
|
|
|
Reconciling items: | |
| | |
|
|
|
|
|
| | |
|
|
|
|
|
|
Non-taxable income | |
| (41 | ) |
|
|
0.00% |
|
|
| (346 | ) |
|
|
0.14% |
|
|
|
Depreciation allowances and other statutory deductions | |
| (4,473 | ) |
|
|
0.35% |
|
|
| | |
|
|
0.00% |
|
|
|
Non-deductible expenses | |
| 2,771 | |
|
|
-0.22% |
|
|
| | |
|
|
0.00% |
|
|
|
Valuation allowance on deferred tax assets | |
| 206,222 | |
|
|
-16.24% |
|
|
| 66,521 | |
|
|
-27.07% |
|
|
|
Others | |
| 5,091 | |
|
|
-0.40% |
|
|
| 12,046 | |
|
|
-4.9% |
|
|
|
Income tax expense and effective tax rate | |
$ | | |
|
|
0.00% |
|
|
$ | 37,681 | |
|
|
-15.34% |
|
|
| | F-25 | | |
**MODULINK INC.**
**(FORMERLY KNOWN AS INTERNATIONAL ENDEAVORS CORPORATION)**
**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**
**FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024**
|
NOTE 24 |
INCOME TAXES (CONTINUED) | |
Under Hong Kong tax laws, deferred tax assets
are recognized for tax loss carried forward to the extent that the realization of the related tax benefit through future taxable profits
is probable. These tax losses do not expire under current Hong Kong tax legislation.
At December 31, 2025, the Company had an unused
net operating loss carryforward of approximately $1,654,630 for income tax purposes. This net operating loss carryforward may result in
future income tax benefits of approximately $273,015.
At December 31, 2024, the Company had an unused
net operating loss carryforward of approximately $404,802 for income tax purposes. This net operating loss carryforward may result in
future income tax benefits of approximately $66,793.
The realization of net operating loss carryforward
is uncertain at this time, a valuation allowance in the same amount has been established. Deferred income taxes reflect the net effects
of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used
for income tax purposes.
Significant components of the Companys
deferred tax assets and liabilities of December 31, 2025 and 2024 are as follows:
|
Schedule of deferred tax assets and liabilities | |
| | | |
| | | |
|
| |
2025 | |
2024 | |
|
Deferred tax assets | |
$ | 273,015 | | |
$ | 66,793 | | |
|
Less: valuation allowance | |
| (273,015 | ) | |
| (66,793 | ) | |
|
Net deferred tax assets | |
$ | | | |
$ | | | |
Movement of valuation allowance:
|
Schedule of valuation allowance | |
| |
| |
|
| |
2025 | |
2024 | |
|
At the beginning of the year | |
$ | 66,793 | | |
$ | 272 | | |
|
Current year addition (reduction) | |
| 206,222 | | |
| 66,521 | | |
|
At the end of the year | |
$ | 273,015 | | |
$ | 66,793 | | |
|
NOTE 25 |
CONCENTRATION OF RISK | |
**Credit risk**
Financial instruments that potentially subject
the Group to significant concentrations of credit risk consist primarily of cash. As of December31, 2025 and 2024, cash balance
of $152,786 and $382,127 was maintained at financial institutions in Hong Kong and approximately HK$800,000 were insured by the Hong Kong
Deposit Protection Board. While management believes that these financial institutions are of high credit quality, it also continually
monitors their credit worthiness.
**
**Customer risk**
Details of the customer accounting for 10% or
more of total revenues are as follows:
|
Schedule of concentration of risk | |
| |
| |
|
| |
2025 | |
2024 | |
|
Customer A | |
| % | | |
| 28% | | |
|
Customer B | |
| 17% | | |
| 72% | | |
|
Customer C | |
| 82% | | |
| % | | |
| | F-26 | | |
**MODULINK INC.**
**(FORMERLY KNOWN AS INTERNATIONAL ENDEAVORS CORPORATION)**
**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**
**FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024**
|
NOTE 25 |
CONCENTRATION OF RISK (CONTINUED) | |
Details of the customer which accounted for 10%
or more of accounts receivable are as follows:
|
| |
2025 | |
2024 | |
|
Customer A | |
| % | | |
| 100% | | |
|
Customer B | |
| 100% | | |
| % | | |
**Supplier risk**
Details of the suppliers accounting for 10% or
more of cost of services are as follows:
|
| |
2025 | |
2024 | |
|
Supplier A | |
| 38% | | |
| 70% | | |
|
Supplier B | |
| 48% | | |
| % | | |
Details of the suppliers accounting for 10% or
more of account payable are as follows:
|
| |
2025 | |
2024 | |
|
Supplier C | |
| 35% | | |
| % | | |
|
Supplier D | |
| 56% | | |
| % | | |
|
Supplier E | |
| % | | |
| 38% | | |
|
Supplier F | |
| % | | |
| 58% | | |
|
NOTE 26 |
SUBSEQUENT EVENTS | |
****
In accordance with ASC Topic 855, Subsequent
Events, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date
but before financial statements are issued, the Company has evaluated all events or transactions that occurred up to the filing date,
the date the audited financial statements were available to issue. Based upon this review, the Company did not identify any subsequent
events that would have required adjustment or disclosure in the financial statements.
**Proposed Acquisition of ASA Robotics
Limited**
****
On January 26, 2026, the Company entered into
a definitive Share Purchase Agreement to acquire a 60% equity interest in ASA Robotics Limited (ASA), a Hong Kong-based
robotics and intelligent automation company. The acquisition will be completed through the issuance of 6,500 shares of the Companys
preferred stock, representing total consideration of approximately HKD 5,000,000 (approximately USD 641,026), subject to customary closing
conditions.
The transaction was originally expected to close
on or before February 28, 2026. On February 27, 2026, the parties mutually agreed to extend the anticipated closing date to allow additional
time to complete certain capital restructuring and governance arrangements relating to ASA. The Company expects to complete the acquisition
as soon as practicable.
As of the date of issuance of these financial
statements, the transaction has not yet closed. Accordingly, no amounts related to the proposed acquisition have been recognized in the
accompanying consolidated financial statements. The proposed acquisition represents a non-recognized subsequent event.
| | F-27 | | |
**Item 15. Exhibits, Financial Statement Schedules.**
|
(b) |
Exhibits. | |
|
Exhibit No. |
|
Description | |
|
|
|
| |
|
3.1 |
|
Amended and Restated Articles of Incorporation (1) | |
|
3.2 |
|
Bylaws (1) | |
|
4.1 |
|
Specimen certificate evidencing shares of Common Stock (2) | |
|
10.1 |
|
Stock Purchase Agreement Stock, dated January 22, 2025, by and among International Endeavors Corporation, a Nevada corporation, Raymond Valdez, ModuLink Inc., a British Virgin Islands corporation, and Zenith (Hong Kong) Engineering Limited, a Hong Kong limited liability company (1) | |
|
10.2 |
|
Debt Purchase and Assignment Agreement, dated January 30, 2025, by and between Bearcreek Resources, a Montana corporation, and Zenith (Hong Kong) Engineering Limited, a Hong Kong limited liability company (1) | |
|
10.3 |
|
Debt Purchase and Assignment Agreement, dated January 30, 2025, by and between Tala Media Corp., a Wyoming corporation, and Zenith (Hong Kong) Engineering Limited, a Hong Kong limited liability company (1) | |
|
10.4 |
|
Waiver and Amendment Agreement, dated February 28, 2025, by and between International Endeavors Corporation, a Nevada corporation, and Zenith (Hong Kong) Engineering Limited, a Hong Kong limited liability company (1) | |
|
10.5 |
|
Share Exchange Agreement, dated March 28, 2025, by and among International Endeavors Corporation, a Nevada corporation, ModuLink Investment Limited (ModuLink), a British Virgin Islands corporation, and the shareholders of ModuLink (1) | |
|
10.6 |
|
Agency Cooperation Agreement, dated January 1, 2025, by and between GAC Energy Technology Co., Ltd. and ModuLink InnoTech Limited (3) | |
|
10.7 |
|
CRCC Kwan Lee Paul Y. JV Works Order of Lok Ma Chau Loop, dated December 11, 2021 (1) | |
|
10.8 |
|
Design Services Management Agreement, dated August 1, 2024, by and between Zenith Integrated Modular Limited and Zenith (Hong Kong) Engineering Limited, a Hong Kong limited liability company (1) | |
|
10.9 |
|
Design and Project Services Management Agreement, dated August 1, 2024, by and between Zenith Integrated Modular Limited and Zenith (PMS) Limited, a Hong Kong limited liability company (1) | |
|
10.10 |
|
Written Description of the Oral Agreement for Product Development Services (4) | |
|
21 |
|
Subsidiaries * | |
|
31.1 |
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended
* | |
|
31.2 |
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended
* | |
|
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 * | |
_______________________
|
* |
Filed herewith. | |
|
(1) |
Incorporated by reference to the Exhibits to the Registration Statement on Form 10-12G filed with the Securities and Exchange Commission on May 30, 2025. | |
|
(2) |
Incorporated by reference to the Exhibits to the Registration Statement on Form 10-12G/A filed with the Securities and Exchange Commission on July 7, 2025. | |
|
(3) |
Incorporated by reference to the Exhibits to the Registration Statement on Form 10-12G/A filed with the Securities and Exchange Commission on August 12, 2025. | |
|
(4) |
Incorporated by reference to the Exhibits to the Registration Statement on Form 10-12G/A filed with the Securities and Exchange Commission on September 18, 2025. | |
****
**Item 16. Form 10-K Summary**.
Not applicable.
| | 75 | | |
****
**SIGNATURES**
****
Pursuant to the requirements of Section 13 or
15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
|
|
ModuLink Inc. | |
|
|
|
| |
|
|
By: |
/s/ FU Wah | |
|
|
|
FU Wah | |
|
|
|
Title: Chief Executive Officer | |
|
|
|
| |
|
|
|
March 31, 2026 | |
****
| | 76 | | |