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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 10-K

~~(Mark~~☒ ANNUAL ~~One~~REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

~~[X]~~EXCHANGE ~~ANNUAL~~ACT ~~REPORT PURSUANT TO SECTION 13 OR 15(d)~~ OF ~~THE SECURITIES EXCHANGE~~1934

~~ACT~~For OFthe ~~1934~~fiscal ~~FOR~~year ~~THE~~ended ~~FISCAL YEAR ENDED DECEMBER~~ December 31, ~~2016~~2025

~~[_]~~ ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934 ~~FOR THE TRANSITION PERIOD FROM ______ TO~~

~~Commission~~For ~~file~~the ~~number:~~transition ~~333-202639~~period from _______ to ________

~~____________________________________________________________________________~~Commission File Number: 000-55649

~~International Endeavors Corporation~~MODULINK INC.

(~~Name~~Formerly ofknown ~~small~~as ~~business~~“INTERNATIONAL ~~issuer in its charter~~ENDEAVORS CORPORATION”)

~~____________________________________________________________________________~~(Exact Name of Registrant as Specified in its Charter)

Nevada	~~7000~~	4645-5692180
(State or Otherjurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Code Number)
(State or Other Jurisdiction of		(I.R.S. Employer
Incorporation or Organization)		Identification No.)
Unit 2, Level 6, Westin Centre, 26 Hung To Road, Kwun Tong, Hong Kong		n/a 00000
(Address of Principal Executive Offices)		(Zip Code)

~~43020~~Registrant’s ~~Blackdeer~~telephone ~~Loop~~number, including area code: +1 888-493-8028

~~Temecula,~~Securities ~~California~~registered ~~92590~~pursuant to Section 12(b) of the Act:

~~www.Internationalendeavorscorp.com~~(Title of Class) (Name of exchange on which registered) n/a n/a

Securities registered pursuant to section 12(~~951~~g)~~-296-1024~~ of the Act:

(~~Address~~Title ~~and telephone number~~ of ~~registrant's principal executive offices and principal place of business~~Class)

~~______________________________________________________________________~~Common Stock, par value $0.001 per share

~~Securities~~Indicate by ~~registered~~check ~~under~~mark ~~Section~~if ~~12(b)~~the ofregistrant ~~the~~is ~~Exchange~~a ~~Act:~~well-known ~~None~~seasoned ~~Securities~~issuer, ~~registered~~as ~~under~~defined ~~Section~~in ~~12(g)~~Rule 405 of the ~~Exchange~~Securities Act~~: None~~. Yes ☐ No ☒

Indicate by check mark if the registrant is anot ~~well-known~~required ~~seasoned~~to ~~issuer,~~file asreports ~~defined~~pursuant into ~~Rule~~Section ~~405~~13 or Section 15(d) of the ~~Securities~~ Act. Yes ~~[_]~~ ☐ No ~~[X]~~ ☒

Indicate by check mark ifwhether the registrant is(1) ~~not~~has ~~required~~filed toall ~~file~~ reports ~~pursuant~~required to be filed by Section 13 or ~~Section~~ 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. Yes ~~[_]~~ ☒ No ~~[X]~~ ☐

Indicate by check mark whether the registrant ~~(1)~~ has ~~filed~~submitted ~~all~~electronically ~~reports~~every Interactive Data File required to be ~~filed~~submitted bypursuant ~~Section~~to 13Rule 405 ~~or 15(d)~~ of ~~the~~Regulation ~~Securities~~S-T ~~Exchange~~(§232.405 ~~Act~~ of ~~1934~~this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to ~~file~~submit such ~~reports~~files)~~, and (2) has been subject to such filing requirements for the past 90 days~~. Yes ☒ No ☐

~~Yes [X]~~Indicate ~~No [_]~~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.

~~Indicate~~Large byaccelerated ~~check~~filer ~~mark~~☐ ~~whether~~Accelerated ~~the~~filer ~~registrant~~☐ ~~has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S~~Non-Taccelerated ~~(¤232.405~~filer of☒ ~~this~~Smaller ~~chapter)~~reporting ~~during~~company ~~the~~☒ ~~preceding~~Emerging 12Growth ~~months~~Company ~~(or for such shorter period that the registrant was required to submit and post such files). Yes [_] No [_]~~☐

~~Indicate~~If byan ~~check~~emerging ~~mark~~growth ifcompany, ~~disclosure~~indicate ofby ~~delinquent~~check mark ~~filers~~if ~~pursuant~~the toregistrant ~~Item~~has ~~405~~elected ~~of Regulation S-K (¤229.405 of this chapter) is~~ not ~~contained herein, and will not be contained,~~ to use the ~~best~~extended oftransition ~~registrant's~~period ~~knowledge,~~for incomplying ~~definitive~~with ~~proxy~~any new or ~~information~~revised ~~statements~~financial ~~incorporated~~standards provided bypursuant ~~reference~~to inSection ~~Part~~13(a) ~~III~~ of ~~this~~the ~~Form~~Exchange ~~10-K or any amendment to this Form 10-K. [_]~~Act ☐

Indicate by check mark whether the registrant ishas filed a ~~large~~report ~~accelerated~~on ~~filer,~~and anattestation ~~accelerated~~to ~~filer,~~its amanagement’s ~~non-accelerated~~assessment ~~filer,~~of orthe aeffectiveness of ~~smaller~~its internal control over financial reporting ~~company. See~~under ~~the~~Section ~~definitions~~404(b) of ~~"large~~the ~~accelerated~~Sarbanes-Oxley ~~filer,"~~Act ~~"accelerated~~(15 ~~filer"~~U.S.C. ~~and~~7262(b)) ~~"smaller~~by ~~reporting~~the ~~company"~~registered public inaccounting ~~Rule~~firm ~~12b-2~~that ofprepared ~~the~~or ~~Exchange~~issued ~~Act~~its audit report. Yes ☐ No ☒

~~Large~~If securities ~~accelerated~~are ~~filer~~registered ~~[_]~~pursuant ~~Accelerated~~to ~~filer~~Section ~~[_]~~12(b) ~~Non-accelerated~~of ~~filer~~the ~~(Do~~Act, ~~not~~indicate by check ifmark awhether ~~smaller~~the ~~reporting~~financial ~~company)~~statements ~~[_]~~of ~~Smaller~~the ~~reporting~~registrant included ~~company~~in ~~[X]~~the ~~Emerging~~filing ~~growth~~reflect ~~company~~the ~~[_]~~correction of an error to previously issued financial statements. ☐

IfIndicate ~~an emerging growth company, indicate~~ by check mark ifwhether any ~~the~~of ~~registrant~~those ~~has~~error ~~elected~~corrections ~~not~~are torestatements ~~use~~that ~~the~~required ~~extended~~a ~~transition~~recovery ~~period~~analysis ~~for~~of ~~complying~~incentive-based ~~with~~compensation received by any ~~new~~of the orregistrant's ~~revised~~executive ~~financial~~officers ~~accounting~~during ~~standards~~the ~~provided~~relevant recovery period pursuant to ~~Section 13~~§240.10D-1(ab) ~~of the Exchange Act~~. ~~[_]~~☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ~~[_]~~ ☐ No ~~[X]~~ ☒

The market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold of $.30 as of December 31, 2016.

Common Stock		Outstanding at March 31, 2026
Common Stock, $0.001 par value per share		3,969,933,920 shares

~~Number~~The aggregate market value of the 2,555,906,684 shares of ~~common~~Common ~~stock~~Stock ~~outstanding~~of asthe ofregistrant ~~May~~held 31by non-affiliates on June 30, ~~2017:~~2025 13was $1,~~770~~277,~~338~~953, the last business day of the registrant’s second quarter, computed by reference to the closing price reported by the Over-the-Counter Bulletin Board on that date of $0.0005.

~~Documents~~FORM ~~incorporated by reference: None.~~10-K

MODULINK INC.

(Formerly known as “INTERNATIONAL ENDEAVORS CORPORATION”)

TABLE OF CONTENTS

ITEM 1. DESCRIPTION OF BUSINESS.	1
		Page
ITEM 1A. RISK FACTORS	8
PART I
ITEM 2. DESCRIPTION OF PROPERTY.	14
Item 1.	Business	1
ITEM 3. LEGAL PROCEEDINGS.	14
Item 1A.	Risk Factors	22
ITEM 4. MINE SAFETY DISCLOSURES.	14
Item 1B.	Unresolved Staff Comments	40
Part II
Item 1C.	Cybersecurity	40
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.	15
Item 2.	Properties	42
ITEM 6. SELECTED FINANCIAL DATA.	15
Item 3.	Legal Proceedings	42
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.	15
Item 4.	Mine Safety Disclosures	42
ITEM 8. FINANCIAL STATEMENTS.	19
PART II
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.	36
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	43
ITEM 9A. CONTROLS AND PROCEDURES.	36
Item 6.	[Reserved]	47
ITEM 9B OTHER INFORMATION	38
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	48
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.	38
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	60
ITEM 11. EXECUTIVE COMPENSATION.	40
Item 8.	Financial Statements and Supplementary Data	60
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.	40
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	60
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.	41
Item 9A.	Controls and Procedures	60
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES	41
Item 9B.	Other Information	61
ITEM 15. EXHIBITS AND REPORTS ON FORM 8-K	41
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	61
SIGNATURE PAGE	42
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	62
Item 11.	Executive Compensation	65
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters	69
Item 13.	Certain Relationships and Related Transactions, and Director Independence	70
Item 14.	Principal Accountant Fees and Services	72
PART IV
Item 15.	Exhibits, Financial Statement Schedules	74
Item 16.	Form 10-K Summary	75
SIGNATURES		76

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.

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 People’s Republic of China (“the PRC”) government, such as those related to Hong Kong’s 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 Company’s 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.

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 China’s 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 unable to inspect 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 firms in mainland China and Hong Kong, among other jurisdictions. If PCAOB determines in the future that it no longer has full access to inspect and investigate completely accounting firms in mainland China and Hong Kong and 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 auditor’s 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.”

	·	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.”
	·	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.”
	·	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.”
	·	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.”
	·	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 Kong’s 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.”

	·	Governmental control of currency conversion may limit our ability to utilize our revenues effectively and affect the value of your investment.
	·	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.”
	·	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.*”
	·	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.
	·	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.”
	·	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.*”
	·	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.*”
	·	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*.”
	·	U.S. regulatory bodies may be limited in their ability to conduct investigations or inspections of our operations in China.
	·	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*.”

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 Hong Kong 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.”

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 management’s 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:

	·	expectations for increases or decreases in expenses;

	·	expectations for incurring capital expenditures to expand our products and services or our geographical reach;

	·	expectations for generating revenue or becoming profitable on a sustained basis;

	·	expectations or ability to enter into marketing and other partnership agreements;

	·	our ability to compete against other companies;

	·	our ability to attract and retain key personnel;

	·	estimates of the sufficiency of our existing cash and cash equivalents to finance our operating requirements;

	·	the volatility of our stock price;

	·	expected losses; and

	·	expectations for future capital requirements.

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~~ Item 1. ~~DESCRIPTIONOF BUSINESS~~Business.

Statements in this Form 10-K Annual Report may be "forward-looking statements." Forward-looking statements include, but are not limited to, statements that express our intentions, beliefs, expectations, strategies, predictions or any other statements relating to our future activities or other future events or conditions. These statements are based on current expectations, estimates and projections about our business based, in part, on assumptions made by our management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may, and probably will, differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors, including those described above and those risks discussed from time to time in this Form 10-K Annual Report, including the risks described under "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and in other documents which we file with the Securities and Exchange Commission.OVERVIEW

InModuLink ~~addition,~~Inc. ~~such~~(formerly ~~statements~~known as ~~could~~International beEndeavors ~~affected~~Corporation) byis ~~risks~~a ~~and~~Nevada ~~uncertainties~~holding ~~related~~company tothat ~~our~~through ~~financial~~its ~~condition,~~subsidiaries ~~factors~~are ~~that~~engaged ~~affect~~primarily ~~our~~in ~~industry,~~property ~~market~~development construction and ~~customer~~design ~~acceptance,~~services ~~competition,~~by ~~government~~implementing ~~regulations~~modular ~~and~~integrated ~~requirements~~construction ~~and~~technology ~~pricing~~(“MiC”), asembedded ~~well~~with asour ~~general~~Air-to-Water (A2W) ~~industry~~technology and ~~market~~property ~~conditions~~management ~~and~~system ~~growth~~by ~~rates,~~internet ~~and~~of ~~general~~things ~~economic~~technology ~~conditions~~(“IoT”). ~~Any~~We ~~forward~~develop sustainable, technology-~~looking~~enabled communities ~~statements~~that ~~speak~~enhance ~~only~~the asquality of ~~the~~life. ~~date~~We onbuild ~~which~~smart, ~~they~~energy-efficient structures that we believe are ~~made~~secure, adaptable and ready for the future. We focus on projects that we dobelieve ~~not~~will ~~undertake~~enhance ~~any~~the ~~obligation~~quality toof ~~update~~life ~~any~~and ~~forward-looking~~reduce ~~statement~~environmental toimpact, ~~reflect~~while ~~events~~driving orinnovation and ~~circumstances~~excellence ~~after~~in the ~~date~~real ofestate ~~this~~market ~~Form~~across ~~10-K~~Australia, ~~Annual~~Europe, ~~Report~~America and Asia.

~~BUSINESS~~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.

~~DESCRIPTION~~By OFembracing ~~BUSINESS~~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.

~~Overview~~Our corporate organization chart is below:

International Endeavors Corporation ("IEC") is a Nevada corporation established on May 7 of 2014 with a focus on the location and acquisition of income producing properties in Temecula, California's wine country for Recreational Vehicle (RV) property space rentals, income derived from grape production and resale, wine production and resale, and wholesale wine distribution and wine tours. The Company plans to integrate its RV space rentals with vineyards and wine tours for the goal of offering its RV clientele a different experience.

(1)	ModuLink Inc., a Nevada corporation, is our parent holding company and conducts no business operations.
(2)	ModuLink Investment Limited, a British Virgin Islands limited company, is a holding company.
(3)	ModuLink Corporation Limited, a Hong Kong limited liability company, focuses on strategic planning and providing intergroup management services serving its subsidiaries.
(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.
(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.
(6)	Zenith AY Modular Buildings Company Limited, a Hong Kong limited liability company, is an investment holding and project investment company
(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.
(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.

Current Operational Area Overview

It's important to understand the future planning of the Temecula Valley Wine Country Area to further understand our future outlook on growth and growth potential.

The Temecula Valley Wine Country Policy Area is located easterly of the City of Temecula, Ca. (California) and westerly of Vail Lake, Ca. This region encompasses one of the most important agricultural lands in the County of Riverside, Ca. The many wineries and equestrian uses here provide a significant tourist attraction to the region, which in turn provides a continual economic benefit to the surrounding businesses. In addition, the Temecula Valley Wine Country area is an important part of the character of the Southwest Area Plan and has become ingrained in the culture of the surrounding communities. Three districts have been established for this policy area – Winery, Equestrian and Residential – to ensure long-term viability of the wine industry while protecting the community's equestrian rural lifestyle.

In addition the area is becoming known for its wine tours through existing vineyards and wineries. Combined with Southern California's winter time climate, the area has also become a destination for RVers escaping the winters as far away as Canada.

~~Current~~We ~~Operations~~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 Kong’s 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 Company’s 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.”

~~Initially~~We weare ~~had~~organized ~~acquired~~under 10the laws ~~acres~~ of ~~land in~~ the ~~Wine~~State ~~district~~ of ~~Temecula~~Nevada ~~Valley Wine country for Recreational Vehicles to lease~~ as ~~vacation rental space. We sold the land at~~ a ~~loss~~holding ofcompany ~~$45,111 on July 22, 2016 for $75,000. We determined~~ that weconducts ~~needed~~its tobusiness ~~acquire~~through ~~land that was in~~ a ~~more~~number ~~strategic~~of ~~location~~subsidiaries ~~for~~organized ~~vineyard~~under ~~development, wine tours and RV space rental as well for~~ the ~~establishment~~ laws of aforeign ~~"Glamping"~~jurisdictions ~~design~~such ~~which~~as weHong ~~could~~Kong, weAustralia ~~could also incorporate into future Vineyard~~ and ~~wine~~the ~~themed~~British ~~land~~Virgin ~~acquisitions~~Islands. AsThis ~~such~~may wehave ~~acquired~~an 6adverse ~~acres~~impact ~~of land with a restaurant~~ on ~~site in Warner Springs, Ca for $450,394 which was generating $1,205 in revenue from~~ the ~~rental~~ability of ~~a restaurant on the property~~ U. ~~3 acres are zoned commercial and 3 acres are zoned agricultural~~S. ~~Subsequent~~investors to ~~the~~enforce ~~acquisition we have initiated the development of the property towards our goal of establishing~~ a ~~wine~~judgment ~~themed~~obtained ~~glamping site with a small vineyard which we anticipate being completed sometime~~ in ~~the 2nd quarter of 2017~~U. ~~In addition we acquired 13~~S.85 ~~acresin~~Courts ~~San~~against ~~Diego~~these ~~Countyfor $99~~entities,~~000~~ ~~fordevelopinga~~or ~~vineyard~~to ~~and~~effect aservice ~~lot~~of inprocess ~~Rancho California RV Park for RV rental. We plan~~ on ~~harvesting grapes from~~ the ~~vineyard~~officers ~~for our private labeled wines to offer to our customers as well as for sale through our website~~ and directors ~~local~~managing ~~establishments. We believe that focusing on land acquisition in~~ the ~~area~~foreign ~~for supporting the tourism industry that the Temecula wine country has developed can be a profitable and expanding business~~subsidiaries.

We ~~have~~are ~~also~~authorized ~~worked~~to ~~with~~issue up ~~local~~to ~~establishments~~6,000,000,000 ~~for~~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 ~~marketing~~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 ~~our~~ModuLink ~~wine~~BVI, ~~tours~~respectively. ~~Some~~The voting and conversion rights of each Series A Convertible Preferred stock is 1 to 20,000. As a result, ModuLink BVI controls the ~~establishments~~voting ~~that~~power weof ~~currently~~approximately ~~work~~50.19% of ~~with~~our ~~are~~common ~~salons~~stock, ~~spas~~as calculated on a fully diluted basis, ~~restaurants~~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 ~~vineyards~~AU-YEUNG, Sai ~~some~~Kit. They will, in aggregate of ~~which~~shareholding ~~have~~interests ~~wine~~through ~~tasting~~ModuLink BVI and ~~tours~~personally, ~~already~~control ~~established~~approximately 67.93% of the voting power of our common stock, as calculated on a fully diluted basis.

~~Private~~We ~~Label~~are ~~Wine~~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.

~~Labeling~~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.

We are in process of label design for our privately labeled wine under our brand, RVino. We expect to have the design completed in the 2nd quarter of 2017. We anticipate working with one of the local wineries in Temecula for private labeling our wine and initiating bottling and labeling in the second quarter of 2017. Cost is expected to be approximately $5,000 for a minimum order. As we have not selected the winery or the type of wine we will initially bottle the exact price cannot be determined at this time .

Marketing

We have obtained the website Rvino.com. We may hire independent marketing consultants to aid in the marketing of our private labeled wine once we have established prices and final decisions on the type of wine we will initially sell. We expect to pay commissions of 10% for marketing services which will be paid upon receipt of funds for our product.

We are projecting the first sales of our private label to occur in the third quarter of 2017.

BUSINESS OBJECTIVES AND OPERATING STRATEGIES

In addition to the marketing of our current property; we plan on acquiring additional properties in the area for wine themed RV property, Glamping, as well as land for vineyard development. We believe there is synergy behind mixing RV property space and glamping with vineyards. Our plan is to offerRVersand people who wish to engage in a different experience by staying in a Yurt or Safari tent ("glamping") a unique wine country experience. As an added attraction we plan on providing wine tour packages to local wineries as well as offering discounts to local restaurants and spas. We are not currently capitalized for acquisition of additional properties for either venture both of which would require additional funding for which at this time we have no immediate plans. We will explore potential financing from some form of debt and or equity financing in the future.

RVIn ~~Property~~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.

WeIn ~~plan~~addition onto ~~having~~these RVcore manufactured ~~rental space available on our recently acquired property in Warner springs as well as at our property acquired in the Rancho California RV Park~~components, ~~which~~we ~~is in close proximity to our 6 acre property as well as our 13.85 acre property. We~~ also ~~plan~~source onvarious ~~mixing~~auxiliary ~~yurts~~materials and ~~safari~~technologies ~~tents~~from onlocal ~~the~~suppliers ~~property~~in ~~as well for a Wine themedGlamping experience. With~~ the ~~restaurant~~regions wewhere ~~acquired~~projects are ~~on location, a vineyard, and the availability of wine tours on our 6~~developed.85 ~~acres,~~This wehybrid ~~believe~~sourcing itstrategy ~~will~~allows beus ~~more attractive~~ to ~~RVers~~optimize ascost ~~well~~efficiencies, asreduce ~~Glampers~~logistical tocomplexity, ~~wish~~and tosupport ~~stay there~~regional economies.

~~According~~To tomitigate ~~Glampin.com~~geopolitical, regulatory, ~~"Glamping~~and isoperational Arisks, ~~fusion~~we ofare ~~glamour~~actively ~~and~~exploring ~~camping~~opportunities -to ~~emerged~~identify ~~internationally~~ and ~~came~~engage ~~across~~qualified ~~the~~manufacturing ~~Atlantic~~partners ~~over~~outside of ~~the~~mainland ~~last decade~~China. ~~Both~~Our ~~independent~~intention ~~properties~~is ~~and~~to ~~global~~diversify ~~hospitality~~our ~~brands~~supply ~~have~~chain ~~capitalized~~by onestablishing anrelationships ~~elevated~~with ~~demand~~suppliers ~~for~~in ~~travelers~~jurisdictions ~~who~~that ~~want~~offer competitive tocost ~~experience~~structures, ~~the~~manufacturing ~~positive~~capabilities, ~~aspects~~and ofregulatory ~~camping without the "uncomfortable" negatives~~stability. ~~Glamping~~This ~~pivots~~strategic oninitiative ais ~~high~~designed ~~level~~to ofenhance ~~service~~our supply ~~that~~chain ~~focuses~~resilience onwhile ~~the~~maintaining ~~complete comfort of~~ the ~~guests.~~quality ~~The~~and ~~amenities~~performance ~~found~~standards atrequired ~~glamping~~for ~~destinations~~our ~~far~~proprietary ~~exceed anything recreational camper's experience~~technologies.

~~Search~~Because ~~volume~~we ~~for~~are ~~the~~dependent ~~keyword,~~on third ~~"Glamping"~~party manufacturers to support certain aspects of our business activities, any interruption in ~~2015~~the ~~reached~~provision ~~260~~of products by these third parties whether due to supply chain disruptions,~~000~~ inregulatory ~~monthly~~restrictions, ~~searches~~or ~~(over~~geopolitical 3developments ~~million~~may ~~annual~~impair ~~searches).~~our ~~Glamping~~ability to deliver properties to our clients in a timely or cost-effective manner.~~com~~ isPlease ~~ranked~~see ~~number~~“Risk ~~one~~Factors - We rely on third-party manufacturers and partners for certain aspects of our operations, and any interruptions in the ~~search~~provision ~~results~~of ~~for~~products ~~this~~provided ~~popular~~by ~~keyword~~these third parties may impair our ability to deliver properties to our clients. "”

~~RV Industry~~History

~~The~~We RVwere ~~industry~~incorporated ~~is experiencing growth in both~~ under the ~~number~~laws of ~~RVs and~~ the ~~number~~State of ~~parks~~Nevada inon ~~the~~May ~~U.S.~~7, RV2014, ~~wholesale~~under ~~shipments~~the ~~reached~~name anInternational ~~eight-year~~Endeavors ~~best~~Corporation. ofAt ~~356~~inception,~~735~~ ~~units in 2014, an 11% gain over~~ the ~~321,127~~Company ~~units~~was ~~shipped~~formed for the ~~previous~~purpose ~~year,~~of ~~according~~developing toand ~~RVIA's~~leasing ~~(Recreational~~land ~~Vehicle~~for ~~Industry~~recreational ~~Association)~~vehicle ~~December~~use, ~~survey~~acquisition of ~~manufacturers.~~land ~~Towable~~and/or ~~units~~vineyards ~~ended~~for ~~the~~vineyard ~~year at 312~~development,~~784~~ production ~~units,~~of agrapes ~~10.6%~~for ~~increase over the 282~~wine,~~795~~ ~~units~~private ~~shipped~~labeling inof ~~2013.~~wine ~~Motorhomes~~for ~~climbed~~wine bydistribution ~~14.7%~~and todeveloping ~~43,951~~and ~~units~~marketing ~~from~~of ~~38,332~~a ~~units~~Wine APP.

AThe ~~newly~~Company ~~published~~filed ~~study~~a ~~shows~~registration statement ~~that~~on RVForm ~~vacations~~S-1 ~~cost~~on ~~substantially~~March ~~less~~5, ~~than~~2015, ~~other~~which ~~forms~~became ofeffective ~~vacation~~on ~~travel~~September 28, ~~even~~2015. ~~when~~Thereafter, ~~factoring~~the inCompany ~~fuel~~filed ~~prices~~periodic ~~and~~reports with the ~~cost~~Securities ofand RVExchange ~~ownership.~~Commission ~~For~~until ait ~~four-person~~filed ~~travel~~a ~~party,~~Form ~~the~~15 ~~study~~terminating ~~found~~its ~~savings~~registration ofand ~~27-62%;~~otherwise asuspending ~~two-person~~its ~~travel~~duty ~~party~~to ~~saved~~file reports ~~11-48%.~~on ~~The~~August ~~research~~7, ~~was~~2017. ~~conducted~~On bySeptember ~~PKF~~13, ~~Consulting USA~~2017, ~~and~~the ~~commissioned~~Company bybegan ~~RVIA.~~posting Itperiodic ~~updates~~reports ~~previous~~on ~~vacation~~the ~~cost~~OTC ~~comparison~~Markets ~~studies~~website ~~done~~under bythe ~~PKF~~alternative reporting standard.

~~According~~On October 20, 2025, the Company changed its name to ModuLink Inc. The transition to ModuLink Inc. reflects a ~~recent~~unified ~~Statista~~corporate identity under the ModuLink brand, ~~2015~~a ~~report~~sharper strategic focus, ~~revenue~~and ~~from~~a ~~the~~long-term ~~U.S.~~commitment RVto ~~property~~innovation, ~~industry~~disciplined ~~increased~~growth ~~from~~and 4shareholder value creation.40 ~~Billion~~In inconjunction ~~2009~~with this rebranding, the Company's ticker symbol has changed from IDVV to ~~4.83~~MDLK, ~~Billion~~effective inat ~~2014~~the opening of trading on December 10, 2025, on the OTCID Market.

RVChange ~~Park~~in ~~Competition~~Control

~~According~~On January 22, 2025, Raymond Valdez, the sole executive officer and director entered into the Stock Purchase Agreement, pursuant to ~~Statista~~which Mr. Valdez agreed to sell (the ~~number~~“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 RVPreferred ~~property~~A ~~establishments~~shares, ~~increased~~representing ~~from~~all 12of the issued and outstanding shares of Preferred A,~~804~~ and the transfer of certain promissory notes of the Company held by third parties, in ~~2009~~an aggregate consideration of Two Hundred Eighty Thousand Dollars ($280,000). Each holder of Preferred A shares is entitled to 13vote together with holders of the common stock with each one Preferred A share voting as twenty thousand shares of common stock. Similarly,~~828~~ ineach ~~early~~one ~~2015~~share of Preferred A is convertible into twenty thousand shares of common stock. The Sale consummated on February 10, 2025.

Our main competition will be from surrounding RV properties in the Southern California and more specifically the Temecula area. There are approximately 10 RV parks within a 50 mile radius of our property. Our current site is considerably more expensive than other sites in the area as we only will have 10 RVs at any given time on the property which equates to almost an acre per RV. We also aim to provide a different RV experience by providing wine tour packages and discounts to local establishments such as spas and restaurants in the area.

Wine and Vineyard Development

Land for Vineyard Development\Vineyard Development

We plan on acquiring additional land in the Temecula Wine Country for the development of vineyards and the sale of grapes and production of wine.

We had acquired 10 acres in the Temecula Wine Country of which 4 acres was used for RV space leasesfor the price of $108,258. Since the acquisition $11,800 was paid for the development of the land for the purpose of leasing to Recreational Vehicles. As of July 22, 2016 the above Land and improvement was sold for the amount of $75,000 creating a loss of after escrow fees of $(45,111).

OnIn ~~October~~connection ~~4, 2016 we entered into escrow for a property located at 23446 Hwy 79 Warner Springs, CA 92086~~ with ~~a deposit of $1,000. We made a down payment on~~ the ~~property of $144~~Sale,~~403~~ onRaymond ~~October~~Valdez ~~21, 2016~~ and ~~assumed~~Bill aMartin ~~note~~resigned from ~~for~~all ~~$306,945 with terms~~ of ~~principal~~their ~~plus~~positions 6%with ~~payments in~~ the ~~amount~~Company ofand ~~$2,364.22 to be made monthly until March 14, 2019 at which time a balloon payment in~~ the ~~amount~~following ofpersons ~~$282,533~~were isappointed ~~due.~~to ~~Total cost for~~ the ~~property~~offices ~~was~~set ~~$450,394~~forth ~~(inclusive~~next ofto ~~fees~~their ~~associated with the purchase) The property currently generates monthly rental income in the amount of $1~~names,~~205.~~ Aneffective February ~~additional gross amount of $29~~10,~~315~~ was paid for land improvement costs. There is a restaurant on the property which currently generates monthly rental income in the amount of $1,205. We are in process of developing the land on the property for Glamping and RV rental spaces as well as a small vineyard.2025:

WeName doPosition ~~not~~TAM, ~~currently~~Hin ~~have~~Wah ~~any~~Anthony ~~funding~~Chairman inFU, ~~place~~Wah orChief ~~plans~~Executive ~~for~~Officer ~~funding~~AU-YEUNG, ~~for~~Sai ~~the~~Kit ~~acquisition~~Chief ofFinancial ~~additional~~Officer ~~land~~and ~~for~~Secretary ~~vineyard~~WONG, ~~development~~Ho orMan toAlex ~~hire~~Non-Executive ~~consultants~~Director toFUNG, ~~help~~Kwai usKin ~~with~~Non-Executive ~~land acquisitions or vineyard development.~~Director

WeTAM, ~~believe~~Hin ~~costs~~Wah ~~for~~Anthony, ~~vineyard~~our Chairman ~~development~~of tothe beBoard asis ~~follows:~~the controlling shareholder of ModuLink BVI. PUN, Ah Keung is the sole shareholder of Zenith (HK).

Projected costs:
Approximate Land Acquisition (10-20 acres)				100,000		200,000
Land Size	1 acre		10 acres		20 acres
Development of land for vineyard		5,000		50,000		100,000
Utilities (annual cost)		1,000		10,000		20,000
Management and/or consultant (annual cost)		4,000		4,000		4,000
Labor (annual cost)		5,000		50,000		100,000
Acquisition of grape stock		1,500		15,000		30,000
Harvesting of grapes		1,000		10,000		20,000
Bottling and labeling		25,200		252,000		504,000
Marketing		5,000		7,000		10,000

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 Company’s 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.

~~Based~~The onCompany, ~~our~~Mr. ~~projections: 1 acre would hold approximately 908 plants; 10 acres of vineyards could hold approximately 9~~Valdez,~~080~~ ~~vines,~~ModuLink BVI ~~while~~and 20Zenith ~~acres~~(HK) ~~could~~further ~~hold~~agreed ~~approximately18,160~~that ~~grape~~the ~~vines.~~parties ~~Once~~intend ~~planted,~~to ~~newly~~transfer ~~planted~~ownership ~~vines~~of ~~take~~Witech ~~approximately four~~ to ~~five~~Mr. ~~years~~Valdez toor ~~reach~~its ~~maturity~~designees ~~and~~as ~~vineyards~~part ~~can~~of bethe sale ~~expected~~of tothe ~~have~~Preferred aA ~~useful~~shares. ~~life~~The oftransfer 25has ~~years~~been ~~before~~completed ~~replanting~~on isMay ~~necessary~~1, 2025.

~~Development~~The foregoing descriptions of ~~land~~the ~~for~~Stock ~~vineyard~~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.

WeImmediately ~~have~~prior ~~already~~to ~~begun~~the closing of the ~~development~~transactions contemplated in the Stock Purchase Agreement, the Company amended and restated its Articles of Incorporation to amend the ~~land~~rights, ~~for~~powers ~~planting~~and ~~grape~~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 onwith 3each ~~acres~~one Preferred A share voting as twenty thousand shares of ~~our~~common 6stock, ~~acre~~representing an ~~parcel~~increase ~~and~~from onthe ~~our~~prior 13voting ratio of one to ten thousand.85 ~~acre~~Similarly, ~~site~~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 Company’s prior cancellation of the Series B Preferred Stock.

~~Planting~~Acquisition of ~~grape~~ModuLink Investment ~~stock-~~Limited, our property development business adopting modular construction technology

WeOn ~~estimate~~March ~~that~~28, we2025, ~~will~~the ~~plant~~Company entered ~~approximately~~into 5a Share Exchange Agreement (the “Share Exchange”) of all the issued and outstanding shares with the shareholders of ModuLink Investment Limited (hereafter referred to as,~~448~~ ~~plants~~MIL), a British Virgin Islands limited liability company. MIL and its subsidiaries engage in the ~~3rd~~property ~~quarter~~development industry adopting modular construction technology by leveraging Modular Integrated Construction (MiC), Atmospheric Water Generators (AWG), and Internet of ~~2017~~Things (IoT) technology enhanced by AI to redefine property development. ~~Estimated~~The ~~associated~~Company agreed ~~costs~~to ~~for~~issue ~~planting~~2,356,712,066 ~~including~~shares ~~grape~~of common stock, ~~and~~at ~~labor~~a isvaluation ~~approximately~~of $390.0034 per share,~~000~~ 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 Company’s 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.

~~Harvesting~~Prior to the acquisition of MIL ~~grapes~~and immediately after the disposition of Witech as stipulated in the Stock Purchase Agreement, the Company was considered as a shell company due 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 Company’s consolidated financial statements include the assets and liabilities, the operations and cash flow of the accounting acquirer.

~~Harvesting~~Market ~~is anticipated to take place in the 3rd quarter of 2017.~~Overview

~~Grapes~~Our ~~for~~Business. ~~wine:~~

~~We would either sell the harvested grapes to local wineries or have the grapes bottled into our own wines.~~Overview

~~Acquisition~~ModuLink ofInc. ~~existing~~is ~~vineyards~~a orNevada holding ~~land~~company ~~for~~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 ~~Vineyard~~things technology (“IoT”) as set forth below:

We· ~~anticipate~~ModuLink Corporation Limited, a Hong Kong limited liability company, focuses on strategic planning and providing intergroup management services serving its subsidiaries. · 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. · 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. · Zenith AY Modular Buildings Company Limited, a Hong Kong limited liability company, is an investment holding and project investment company. · ModuLink Australia Pty. Ltd., an Australian limited liability company, is a project management company that wefacilitates ~~will~~project ~~pursue~~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 ~~acquisition~~outstanding securities of ~~other~~ModuLink ~~local~~Australia ~~vineyards~~Pty. orLtd. ~~land~~TAM, toHin ~~develop~~Wah ~~vineyards~~Anthony, inour Chairman of the ~~3rd~~Board, ~~quarter~~is the director and controlling shareholder of ~~2017~~Zenith (PMS) Limited. · 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.

~~Funding~~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.

WeThrough ~~plan~~its onModuLink ~~using~~brand, ~~generated~~we ~~revenue~~continue ~~from~~our ~~wine~~mission to ~~tours,~~build RVcommunities ~~rental~~that ~~space~~"Live Smart, ~~Glamping~~Live ~~and~~Green," ~~our~~enhanced ~~restaurant~~by ~~rental~~air-to-water assystems ~~well~~that asdeliver ~~from~~reliable, ~~some~~energy-efficient water ~~equity~~generation for healthier and ~~debt~~more ~~financing.~~resilient toenvironments, ~~develop~~enabling ~~our~~scalable, ~~existing~~self-sustaining ~~vineyard~~and ~~sites~~eco-friendly developments worldwide.

~~Acquiring~~Competitive ~~additional vineyards or land for vineyard development will require additional funding from either equity or debt financing in the future.~~Strength

~~Profits~~We believe that our competitive strengths in technology-based property development are as follows:

One acre equates to approximately 350 case equivalents (a case equating to 12 bottles of wine). 10 acres would equate to approximately 3,500 case equivalents, while 20 acres would equate to 7,000 case equivalents.

Our grape yields could be sold to other vineyards for bottling whereby we would simply harvest and sell the grapes or we could have the grapes bottled and private labeled for marketing and distribution. We believe that we could bottle and private label our own grapes for $6.00-$8.00 a bottle and sell for $14.00-$50.00 a bottle, or $168 to $600 per case.Wine making and grape growing are subject to a variety of agricultural risks. Various diseases, pests and certain weather conditions can materially and adversely affect the quality and quantity of grapes available to us thereby materially and adversely affecting the supply of our products and its profitability.

Wine Market Opportunity

A combination of fundamental market changes in the United States create an opportunity for us, including:

Steady growth in the U.S. wine market: Wine sales in the U.S. from all production sources—California, other U.S. states and foreign countries—increased 2% from the previous year to a new record of 360.1 million 9-liter cases with an estimated retail value of $34.6 billion," according to wine industry consultant Jon Fredrikson of Gomberg, Fredrikson& Associates in Woodside. Of the total, almost two-thirds or 207.7 million cases of California wine account for a 58% share of U.S. wine sales with an estimated retail value of $22 billion. Including exports, 2012 California wine shipments to all markets in the U.S. and abroad reached 250.2 million cases. (Source Sacramento Business Journal April 8, 2013).

Private label model remains in its infancy: Nielsen estimates that, in the United States, only 3.7% of wines, by dollar value, were sold through private labels in the year to date, as of August 2010, which was a 20% increase compared to the prior year. Other mature wine markets have experienced considerably higher penetration; for example, private label wine sales make up 19% and 16% of total wine sales in the U.K. and Australia, respectively. The U.S. market appears poised for growth in this segment.

Declining brand loyalty: Along with robust growth, the U.S. wine market has also witnessed a proliferation of new brands.

~~Rapid growth~~Modular ofIntegrated ~~internet retailing~~Construction (MiC): ~~Small but rapidly growing, we expect the internet segment to continue to outpace brick and mortar retailer sales, and we believe it is poised to surpass winery direct sales.~~

~~Significant~~Faster ~~direct~~Construction toTimelines: MiC ~~consumer~~is ~~sales~~a ~~growth:~~free-standing ~~Tasting~~integrated ~~room~~module manufactured in a factory, complete with finishes, fixtures and ~~wine~~fittings. ~~club~~MiC ~~sales~~allows ~~are~~for the parallel construction of building modules off-site while site preparation occurs. This method significantly reduces construction time, typically ~~the~~by ~~highest~~30-50%, ~~gross~~enabling ~~margin~~faster ~~sales~~project ~~for~~delivery aand ~~winery~~earlier occupancy.

~~Wine~~Cost ~~Industry~~Reduction ~~Overview~~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.

"AEnhanced ~~recent~~Safety ~~IWSR survey commissioned by international wine~~ and ~~spirits~~Sustainability: MiC ~~exhibition~~reduces ~~Vinexpo has found that~~ the ~~United~~need ~~States~~for ~~is driving global wine consumption as the alcohol category's largest wine market. Consuming 312.5 million cases of wine in 2013, the United States was the only market among the Top 10 wine~~on-~~drinking~~site ~~countries~~labor ~~to show growth compared with the previous year, according to the London-based source for wine~~ and ~~spirits~~minimizes ~~analysis.~~exposure Although the increase was lower than in preceding years, totaling 5 million more cases, its overall value was sustained by a shift in demand toward the higher end of the market, it reports. Between 2009 and 2013, global wine consumption increased by 2.7 percent to ~~reach~~adverse aweather ~~total of 2.6 billion 9-liter cases~~conditions, ~~the~~thereby ~~equivalent~~reducing toworkplace ~~more than 31~~accidents.7 ~~billion~~It also ~~bottles.~~lowers ~~The~~environmental ~~IWSR~~impact ~~predicts~~through ~~that~~reduced ~~growth~~waste ~~will accelerate by another 1 percent between 2014~~ and ~~2018~~optimized touse ~~reach~~of 2materials.~~732 billion 9-liter cases or 32.78 billion bottles. "(source: Beverage News February 2, 2015)~~

~~According~~Improved toProject ~~the~~Predictability: Factory-controlled ~~Wine~~processes ~~Institute,~~drastically ~~California~~reduce ~~wine shipments within~~ the ~~U.S.~~risk inof ~~2014~~weather ~~were~~delays, ~~224.9~~labor ~~million~~shortages, ~~cases~~and ~~with~~supply anchain ~~estimated value of $24~~disruptions.6 ~~billion~~This upleads to ~~from~~better ~~215.4~~timeline ~~million~~control ~~cases~~and inmore ~~2013,~~accurate ~~with~~budgeting—key anconcerns ~~estimated~~for ~~retail~~developers ~~value~~and ~~of $23~~investors.~~1 billion.~~

~~California~~Compliance ~~Wine~~and ~~Statistics~~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.

~~• California~~Air-to-Water ~~wine~~(A2W) ~~sales in the U.S. grew 6.7% in value and 4.4% in volume in 2014~~technology:

~~• Estimated~~Responding ~~retail~~to ~~value~~the Emergent Global Water Shortage: The world is entering a critical phase of ~~2014~~water ~~California~~scarcity, ~~wine~~exacerbated ~~sales~~by inclimate ~~the~~change Uand dwindling freshwater reserves.S. ~~was~~Droughts ~~$24~~are becoming more frequent and severe, while groundwater depletion continues at unsustainable rates.6 ~~billion~~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.

~~• Total~~Water ~~California~~Sustainability ~~wine~~and Independence: ~~sales~~AWG ~~(in~~extract Uwater directly from the air, providing a sustainable and decentralized water source.S. AWGs help reduce dependency on water supplies from municipal systems or groundwater, and ~~exports)~~mitigate ~~grew~~the 3risks 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.7 ~~percent~~AWGs can serve as a vital lifeline in ~~volume~~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.

~~• 2014~~Enhanced ~~represents~~Environmental Performance: ~~the~~Incorporating ~~22nd~~AWG ~~consecutive~~technology ~~year~~helps ofmeet ~~growth~~environmental ~~for~~goals ~~all~~by ~~wine~~conserving ~~sales~~natural water sources and reducing ecological impact. Particularly in ~~the~~drought-prone Uor arid regions, AWGs support responsible resource use and contribute to green building certifications and ESG performance.S.

~~• The~~Cost USavings on Water: On-site water generation reduces utility costs, especially in regions with high or volatile water prices.S As climate pressures mount, centralized water becomes more expensive to treat, transport, and deliver. ~~has~~AWGs ~~been~~offer ~~the~~a ~~world's~~cost-stable, ~~largest~~scalable ~~wine~~alternative, ~~market~~turning ~~since~~ambient humidity ~~2010~~into a reliable resource.

Overall, the wine market is growing steadily in both developed and emerging economies. Increasing disposable incomes, rising awareness about the medical benefits of wine, and the consumer shift toward consumption of premium alcoholic beverages are driving impressive growth in the wine industry.

A recent article in the Los Angeles Timesproclaimed that "the infusion of foreign capital bolsters a plan backed by Temecula Valley wine producers to more than double the number of wineries in the area to over 100 by 2020. The expansion is aimed at significantly boosting a local tourism industry that generated about $700 million in 2015, according to the most recent statistics." (http://www.latimes.com/business/la-fi-temecula-chinese-investment-20170417-story.html)

Wine Competition

We will operate in a highly fragmented market that is nevertheless dominated in the United States by a handful of extremely large volume producers. According to the Temecula Valley Wine Growers Association there are approximately 30 wineries in the Temecula Valley region and 71 growers. According to data from the U.S. Tax and Trade Bureau and the Wine Institute, in 2014 more than 10,417 wineries operated in the United States, with over 4,285 in California.

Fredrikson explained that value-priced wines made up 75% of California table wine volume in 2014 while premium wines accounted for 25% of wine volume but almost half (47%) of winery revenues. We believe that on a smaller scale, locally, we can compete specifically with these large producers and other wineries for "shelf space" at retailers and at restaurants, especially within the $15 to $50 per bottle range. Within this range, we believe that the principal competitive factors are product quality, price, and unique label recognition, and we believe that we can compete favorably with respect to each of these factors.

WeInternet ~~believe that we will be an extremely small competitor to other vineyards in the private label market, but we anticipate some~~ of ~~our~~Things chief competitors to be Winery Exchange Inc., the company co-founded by Phil Hurst, Vintage Wine Estates, Delicato Family Vineyards, Bronco Wines, E.&J. Gallo Winery, Constellation Brands, Inc. and other California and international wine producers. While they operate strong businesses run by executives we respect, we believe the private label market is growing and has room for many players. (IoT):

WeSmart ~~recognize~~Property ~~the~~Management: IoT ~~tremendous~~technologies ~~competition~~enable ~~that~~real-time wemonitoring ~~would~~and ~~face;~~control ~~however~~of building systems, ~~for~~ aincluding ~~small~~HVAC, ~~Vineyard\Winery~~lighting, weand ~~believe~~security. ~~that~~IoT ~~our~~sensors ~~market~~and devices ~~would~~can beoptimize ~~localized~~energy ~~and~~usage, ~~that~~improve ~~the~~security, ~~appeal~~and ~~would~~enhance beoccupant ~~for~~comfort aby ~~locally~~automating ~~produced~~systems ~~privately~~based ~~labeled~~on ~~wine~~real-time data.

~~Intellectual~~Predictive ~~Property-Trademarks~~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.

~~IEC~~Enhanced ~~will~~Data-Driven ~~maintain~~Decision Making: ~~federal~~The ~~trademark~~integration ~~registrations~~of ~~for~~IoT ~~its~~technology ~~brands,~~facilitates ~~proprietary~~data ~~products~~collection and ~~certain logos~~analysis, ~~motifs~~providing ~~and~~valuable ~~vineyard~~insights ~~names. International~~into ~~trademark~~building ~~registrations~~performance, occupant ~~will~~behavior, ~~also~~and beresource ~~maintained where it is appropriate to do so~~utilization. ~~Each~~ ofThis ~~the~~data-driven ~~United~~approach ~~States~~helps ~~trademark~~property ~~registrations~~managers ~~will~~make beinformed ~~renewable~~decisions ~~indefinitely~~to sooptimize ~~long~~operations and asenhance the ~~Company~~tenant ~~is making a bona fide usage of the trademark~~experience. ~~The Company believes that its trademarks will provide it with an important competitive advantage. At this time we have no trademarks pending or in place.~~

~~Employees~~Connecting People: Health, Security & Smart Living

We ~~are~~believe athat ~~new,~~IoT ~~developing~~enhances not ~~company and currently have~~ only ~~two part-time employees~~buildings, ~~Nate~~but ~~Engel our CEO and Mary Davis our Secretary. As we further develop and market our products, we will need to hire additional employees.~~lives:

~~Office~~Health & Well-being: Indoor air quality monitors, smart climate control, and ~~Facilities~~lighting systems that adapt to circadian rhythms can improve comfort, productivity, and health outcomes.

WeSecurity: ~~lease~~Smart ~~our~~surveillance, facial ~~office~~recognition, ~~space~~and ~~which~~connected isalarm ~~located~~systems atoffer ~~43020~~real-time ~~BlackdeerLoop,Temecula,~~threat ~~California~~detection ~~92590~~and response, ~~phone~~increasing issafety ~~951-296-1024.~~for ~~Our~~residents ~~website is www.Internationalendeavorscorp.com~~ and ~~RVino~~visitors.~~com~~

~~Regulation~~Smart Home Experience: Integrated smart home features such as voice-controlled devices, intelligent appliances, and personalized automation elevate the living experience—connecting people seamlessly to their environments.

~~Our~~Empowering ~~businesses~~Independent Living are regulated by governmental authorities in the jurisdictions in which we operate. Regulation relates to, among other things, management, licensing, foreign investment, use of confidential customer information and content. Our failure to comply with all applicable laws and regulations could result in, among other things, regulatory actions or legal proceedings against us, the imposition of fines, penalties or judgments against us or significant limitations on our activities. In addition, the regulatory environment in which we operate is subject to change. New or revised requirements imposed by governmental authorities could have adverse effects on us, including increased costs of compliance. Changes in the regulation of our operations or changes in interpretations of existing regulations by courts or regulators or our inability to comply with current or future regulations could adversely affect us by reducing our revenues, increasing our operating expenses and exposing us to significant liabilities. Our business involves risks of liability associated with the RV properties and the Wine industries, which could adversely affect our business, financial condition or results of operations. As such, we may face potential liability for ~~any of~~ the ~~following:~~Elderly

~~defamation;~~Smart ~~invasion~~properties ofcan ~~privacy;~~support aging-in-place ~~copyright infringement; actions for royalties~~ and ~~accountings;~~improve ~~trademark misappropriation; trade secret misappropriation; breach of contract; negligence; and/or other claims based on~~ the ~~nature~~quality ~~and content~~ of ~~the~~life ~~materials~~for ~~distributed.~~elderly residents:

~~These~~Fall ~~types~~Detection of& ~~claims~~Emergency Alerts: ~~have~~Wearable ~~been~~devices ~~brought,~~and ~~sometimes~~motion ~~successfully,~~sensors ~~against~~can ~~merchandisers,~~detect ~~online~~falls ~~services~~or ~~and~~unusual ~~other manufacturers~~inactivity, ~~developers~~triggering ~~and~~immediate ~~distributors.~~alerts ~~We could also be exposed~~ to ~~liability~~caregivers inor ~~connection with material available through our Internet sites~~emergency services. ~~We currently do not have limited liability insurance and have no current plans to obtain such insurance which could have a material adverse effect on us.~~

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.

~~Wine~~Business ~~production~~ and ~~sales~~Financial ~~are~~plans subject to extensive regulation by the United States Department of Treasury Alcohol and Tobacco Tax and Trade Bureau ("TTB"), the California Department of Alcohol Beverage Control ("CABC") and other state and federal governmental authorities that regulate interstate sales, licensing, trade and pricing practices, labeling, advertising and other activities. In recent years, federal and state authorities have required warning labels on beverages containing alcohol. Restrictions or taxes imposed by government authorities on the sale of wine could increase the retail price of wine, which could have an adverse effect on demand for wine in general. New or revised regulations or increased licensing fees or excise taxes on wine, if enacted, could reduce demand for wine and have an adverse effect on IEC's business, negatively impacting IEC's results of operations and cash flows.

~~IEC~~From is2019 ~~also subject~~ to athe ~~broad~~present, ZIML ~~range~~together ofwith ~~federal and state regulatory requirements regarding~~ its ~~agricultural~~former ~~operations~~affiliate, ~~and~~Zenith ~~practices. IEC's~~(PMS) ~~agricultural~~Limited ~~operations~~have ~~are~~carried ~~subject~~out tosix ~~regulations~~construction ~~governing~~projects ~~the~~covering ~~storage and use of fertilizers~~2,638 ~~fungicides~~modules, ~~herbicides, pesticides, fuels, solvents~~ and ~~other~~small-scale pilot ~~chemicals. These~~projects ~~regulations~~equipped ~~are~~with ~~subject~~property tomanagement ~~change~~systems ~~and~~powered ~~conceivably~~by ~~could~~IoT ~~have a significant impact on operating practices, chemical usage, and other aspects of IEC's business~~technology.

~~1A. RISK FACTORS~~2019-2020:

RISK FACTORS

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
Penny’s Bay, Lantau Island, Hong Kong	902 MiC units
Longhua District, Shenzhen, PRC	16 MiC units

YOU SHOULD CAREFULLY CONSIDER THE POSSIBILITY THAT YOUR ENTIRE INVESTMENT MAY BE LOST. AS SUCH, YOU ARE ENCOURAGED TO EVALUATE THE FOLLOWING RISK FACTORS AND ALL OTHER INFORMATION CONTAINED IN THIS PROSPECTUS BEFORE PURCHASING OUR COMMON STOCK. OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. ANY OF THE FOLLOWING RISKS COULD ADVERSELY AFFECT OUR BUSINESS, FINANCIAL CONDITION AND RESULTS OF OPERATIONS, AND COULD RESULT IN COMPLETE LOSS OF YOUR INVESTMENT.2020-2023:

We have a limited operating history that you can use to evaluate us, and the likelihood of our success must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered by a small developing company.

HK University WCH Student Residence, Hong Kong	980 MiC units
Lok Ma Chau Loop, Hong Kong	202 MiC units

WeThe ~~were~~Lok ~~incorporated~~Ma inChau ~~Nevada~~Loop onproject was ~~May~~the 7,largest ~~2014.~~MiC-utilized Wesite ~~have~~office ~~limited~~currently ~~financial~~in ~~resources~~use ~~and only limited revenues to date. The likelihood of our success must be considered~~ in ~~light~~Hong ~~of the problems~~Kong, ~~expenses,~~marking ~~difficulties, complications and delays frequently encountered by~~ a ~~small~~significant ~~developing~~milestone ~~company~~in ~~starting a new business enterprise and~~ the ~~highly~~region’s ~~competitive~~adoption of ~~environment~~modular ~~in which we will operate~~construction. Since we have a limited operating history, we cannot assure you that our business will be profitable or that we will ever generate sufficient revenues to fully meet our expenses and totally support our anticipated activities.

~~All~~The ofCompany ~~our~~has ~~capital~~not ~~and~~undertaken ~~assets~~any ~~have~~MiC ~~been~~projects ~~provided~~since by2024, orbut ~~acquired~~has strategically ~~from~~dedicated ~~our~~its ~~principal~~efforts ~~shareholders~~to ~~and~~essential ~~third~~groundwork ~~parties~~- ~~and~~such ~~through~~as aregulatory ~~Private~~planning, ~~Placement~~site ofselection, ~~the~~and ~~shares being registered. We estimate that we may have sufficient~~ capital to ~~operate~~support ~~for~~ the successful ~~next~~rollout ~~twelve~~of ~~(12)~~future ~~months~~projects. WeThe ~~cannot~~Company ~~assure~~is ~~you,~~currently ~~however,~~working ~~that we will be able~~ to ~~sustain~~identify ~~the~~cost-effective ~~business~~areas ~~for~~and ~~the~~or ~~long~~engaging ~~term nor that we may not need to obtain additional capital~~ in ~~the~~feasibility discussions ~~future.~~with Welocal ~~can~~partners ~~also~~and ~~not~~landowners ~~assure you that we will be able~~ to ~~obtain~~assess ~~any~~project ~~required~~viability ~~financing~~and onstrategic aalignment ~~timely~~in ~~basis,~~Australia orand ifHong ~~obtainable, that the terms will not materially dilute the equity of our current stockholders~~Kong. IfThe weCompany intends ~~are unable~~ to ~~obtain~~undertake ~~financing~~one ~~on a timely basis, we may have~~ to ~~significantly~~two orMiC ~~entirely~~projects ~~curtail~~in ~~our~~Vancouver ~~business~~and ~~objectives,~~expects ~~which~~to ~~could~~commence ~~result~~such inprojects ~~our~~within ~~having~~the tonext ~~discontinue~~18 ~~some~~months, ofcontingent upon ~~our~~obtaining ~~operations~~the ~~and~~requisite ~~plans~~funding.

WeIn ~~have~~January ~~had~~2025, ~~net~~we ~~losses~~began providing ~~which~~design ~~creates~~and ~~substantial~~management ~~doubt~~services ~~about~~for a residential property in Hong Kong. We also continued our ~~ability~~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 asto ainvest ~~going~~in ~~concern~~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.

~~Since~~We ~~inception,~~expect ~~May~~our 7,project ~~2014~~durations vary ~~through~~according ~~December~~to ~~31,~~contract ~~2016~~terms wesuch ~~have~~as ~~had~~size, ~~net~~scope ~~losses.~~and Ascomplexity, weand ~~have~~often ~~limited~~require ~~operations~~few ~~and~~months ~~have yet~~ to ~~attain~~several ~~profitability~~years ~~our~~for ~~auditor~~completion. ~~has~~At present, ~~expressed~~there ~~substantial~~are ~~doubt~~no ~~about~~material ~~our~~provisions ~~ability~~or toconditions ~~continue~~identified asthat awould ~~going~~be ~~concern.~~expected ~~(See:~~to ~~Report~~impact Ofthe ~~Independent~~successful ~~Registered~~execution ~~Public~~of ~~Accounting Firm, page 20)~~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 ModuLink’s 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 ModuLink’s commitment to developing sustainable, smart living environments tailored to the needs of vulnerable populations.

We ~~depend~~intend ~~highly~~to focus on ~~our~~New South ~~current~~Wales ~~president~~and ~~who~~Victoria regions, where we believe the demand for affordable housing is high. Currently, Zenith AY Modular Buildings Limited has ~~limited~~built ~~experience~~a smart modular house in ~~running~~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 ~~public~~smooth ~~company~~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 ~~depend~~may ~~highly~~pursue onone ~~Nate~~to ~~Engel,~~two ~~our~~property development ~~CEO~~or ~~and~~modular ~~director~~integrated construction, ~~who~~or ~~may~~MiC beprojects ~~difficult~~from tomid-2026 ~~replace.~~through ~~Nate~~2027, ~~Engel~~subject atto ~~this~~market ~~point~~conditions, ~~only~~the ~~devotes~~availability of ~~approximately~~suitable ~~25%~~opportunities, land availability, receipt of ~~his~~required ~~time~~approvals ~~per~~and ~~week~~our ability to ~~our~~obtain ~~business~~financing. In connection with these potential projects, ~~has~~we ~~only~~may ~~several~~also ~~years~~engage ofin ~~industry~~related ~~experience~~activities, including land sourcing, pre-development planning, project evaluation and development ~~has~~management. ~~not~~Based ~~previously~~on ~~headed~~our acurrent ~~public~~preliminary ~~company~~estimates, we may require approximately US$2.2 ~~Our~~million ~~plan~~in ofmid-2026 ~~operations~~to issupport the ~~dependent~~initial ~~upon~~phase of the ~~continuing~~first project, and may require additional funding in 2027 to support subsequent projects and ~~business~~related ~~expertise~~land acquisitions. The actual amount and timing of ~~Nate~~any ~~Engel~~such funding remain uncertain and may differ materially from our current expectations.

~~Loss~~Canada/North America/Parts of ~~our CEO could adversely affect our business~~Europe:

~~Loss~~We ofare ~~Nate~~currently ~~Engel~~engaged ~~could~~in very ~~slow~~preliminary ~~the~~considerations ~~growth~~for ofprojects ~~our~~located ~~business,~~in orthese itregions. ~~may~~We ~~cease~~hope to ~~operate~~initiate atoutreach ~~all,~~with ~~which~~local ~~may~~partners ~~result~~as inmarket ~~the~~conditions and ~~total~~finances ~~loss of investor's investments~~permit.

~~Our~~Implementation ~~management has limited experience in running a public company~~Strategies

~~Nate~~We ~~Engel,~~believe ~~has~~that nothe ~~experience~~integration of inMiC ~~running~~with AWG and IoT technologies can provide a ~~public~~comprehensive ~~company.~~set Heof iscompetitive ~~vaguely~~advantages ~~familiar~~that ~~with~~address critical needs in the ~~reporting~~construction industry. ~~requirements~~From ofreducing ~~the~~construction ~~Securities~~times and ~~Exchange~~costs ~~Commission~~to enhancing sustainability and operational efficiency, these combined technologies offer a compelling value proposition for developers, investors, and end-users. ~~Nate~~Leveraging ~~Engel~~these ~~will~~advantages, ~~rely~~we onbelieve ~~the~~we ~~expertise~~can position ourselves as one of ~~outside~~the ~~counsel~~leaders ~~and~~in ~~consultants~~the toevolving ~~insure~~construction ~~proper~~market, ~~filing~~driving growth and ~~the~~delivering ~~meeting~~superior, ofsustainable ~~deadlines~~building solutions.

~~There~~Our ~~are~~implementation ~~increased~~plan ~~costs~~started with ~~and~~small ~~regulations~~pilot ~~associated~~projects ~~with~~in ~~operating~~Hong aKong ~~public~~to ~~company~~test and ~~with~~refine ~~only~~the ~~two~~integration ~~officers~~of MiC, AWG and ~~directors~~IoT technologies and to optimize processes before full-scale deployment. In the full integration stage, we ~~will~~expect ~~have~~to ~~limited~~standardize ~~internal~~processes, ~~accounting~~materials ~~controls~~and components to maximize efficiency and reduce costs. In the coming 24 months, we expect to focus on the following areas:

~~There~~Build ~~are~~Strategic aPartnerships and ~~number~~Technology ofIntegration: ~~expenses~~We ~~and~~partner ~~costs associated~~ with ~~operating~~MiC amanufacturers ~~public~~to ~~company~~ensure ~~including~~access ~~filing~~to ~~expenses~~high-quality, ~~transfer~~prefabricated ~~agent,~~modules ~~stock~~that ~~issuance~~meet our design and ~~maintenance~~regulatory ~~costs~~standards, ~~accounting, legal~~ and ~~auditing~~collaborate ~~expenses~~with ~~that~~AWG ~~will~~technology ~~materially~~providers ~~increase~~to ~~the~~integrate ~~company's~~sustainable ~~operating~~water ~~expenses~~solutions ~~and~~into ~~make it more difficult for the company's businesses to produce operating profits~~building designs. Our ~~CEO~~technological ~~has~~consultants nodevelop ~~prior~~smart ~~experience~~building ~~managing~~systems, aintegrating ~~public~~sensors ~~company. With only two officers~~ and ~~directors~~automation ~~there~~for ~~will~~efficient bebuilding nomanagement with ~~internal~~IoT ~~oversight to the company's financial reporting, initially, except from the company's outside auditors~~technology.

~~There~~Market isExpansion: noWe intend ~~assurance~~to oftarget akey ~~public~~markets ~~market~~with orhigh ~~that~~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 ~~common~~unique ~~stock~~benefits ~~will~~and ~~ever~~value ~~trade~~propositions onof aMiC ~~recognized~~with AWG ~~exchange~~and IoT integration. ~~Therefore~~As a start, ~~you~~we ~~may~~built bea ~~unable~~model house in Melbourne, Australia and expect to ~~liquidate~~extend ~~your~~our ~~investment~~market to Sydney Australia, Canada, North America, and Europe in ~~our~~the ~~stock~~coming 24 months.

~~There~~Regulatory isCompliance ~~no established public trading market for our common stock. Our shares are not~~ and Standards: ~~have~~We ~~not~~ensure ~~been~~all ~~listed~~construction orprojects ~~quoted~~comply ~~on any exchange or quotation system. There can be no assurance that a market maker will agree to file the necessary documents~~ with ~~finra~~local, ~~nor can there be any assurance that such an application for quotation will be approved or that a regular trading market will develop or that if developed~~national, ~~will~~and beinternational ~~sustained.~~building Incodes ~~the~~and ~~absence~~sustainability ~~of a trading market, an investor may be unable to liquidate their investment~~standards.

~~Since~~Performance ~~two~~Monitoring and ~~stockholders,~~Feedback: ~~upon~~We ~~completion~~implement ofrobust ~~the~~monitoring ~~offering~~systems ~~will~~to ~~beneficially~~track ~~own~~ the ~~significant~~performance ~~majority~~ of ~~our~~integrated ~~outstanding~~MiC, ~~common shares~~AWG, ~~they~~and ~~will~~IoT ~~retain~~solutions ~~the~~by ~~ability~~gathering and toanalyze ~~potentially~~feedback ~~control~~from ~~our~~clients ~~management~~ and ~~the~~occupants ~~outcome~~to ofcontinuously ~~corporate~~improve ~~actions~~product ~~requiring~~offerings ~~stockholder~~and ~~approval~~customer ~~notwithstanding the overall opposition of our other stockholders~~satisfaction. ~~This concentration of ownership could discourage or prevent a potential takeover of our company that might negatively impact the value of your common shares.~~

Nate Engel owns approximately 33% of our outstanding common shares and Mary Davis owns approximately 28% and will continue to do so after the filing of this registration statement. As a consequence of his stock ownership position, Nate Engel and Mary Davis will retain the ability to elect a majority of our board of directors, and thereby control our management. Nate Engel and Mary Davis also have the ability to control the outcome of corporate actions requiring stockholder approval, including mergers and other changes of corporate control, any private transactions, and other extraordinary transactions. The concentration of ownership by Nate Engel and Mary Davis could discourage investments in our company, or prevent a potential takeover of our company which will have a negative impact on the value of our securities.

~~Because~~Market ofOpportunity ~~competitive pressures from competitors with more resources, IEC may fail to implement its business model profitably.~~

RVGlobal ~~parks~~Modular and the wine industry are extremely competitive and dominated by several large entities. The market for customers is intensely competitive and such competition is expected to continue to increase (see "competition"). We believe that our ability to compete depends upon many factors within and beyond our control, including the timing and market acceptance of new solutions and enhancements to existing businesses developed by us, our competitors, and their advisors.Construction Market:

WeThe ~~are~~global ~~dependent~~modular onconstruction 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 ~~popularity~~increasing demand for affordable housing, the need for faster construction methods, and the rising adoption of ~~our~~sustainable ~~products~~building practices. MiC is particularly popular in urban areas where rapid construction is needed to meet housing demands.

~~Our~~*Source ~~ability~~of ~~to generate revenue and to be successful in implementing our business plan is dependent on our ability to market our current property for RVs and acquire, and develop additional properties.~~data:

~~Our~~Source: ~~plans~~MarketsandMarkets. to(2022). Modular ~~acquire~~Construction ~~and~~Market ~~develop~~by ~~additional~~Type, ~~land~~Material, ~~for~~Module, ~~vineyards~~End-Use ~~may~~Sector ~~not~~and ~~happen~~Region ~~due~~- toGlobal aForecast ~~lack~~to of2027. ~~expertise~~Retrieved ~~and~~from ~~funding~~https://www.marketsandmarkets.com

~~Our~~Atmospheric ~~ability~~Water toGenerator (AWG) acquire additional land for vineyard production or RV properties may not occur due to our inexperience in locating properties and our lack of capital for acquisition of additional land which could have a negative impact on our plans to grow.Market:

~~Vineyards~~The ~~are~~AWG ~~subject~~market is currently valued at around USD 1.2 billion in 2023 and is expected to ~~diseases~~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.

~~Should~~*Source ~~we be successful in establishing a vineyard, vineyards are subject to diseases which could destroy crops. As a small company it would be difficult for us to sustain a loss~~ of ~~a grape stock once the vineyard is established. Diseases could spread to where it could cause us to lose our entire grape stock.~~data:

WeSource: ~~have~~MarketsandMarkets. no(2023). ~~experience~~Atmospheric Water inGenerator ~~the~~Market ~~industries~~by weType, ~~endeavor~~Application, and Region - Global Forecast to ~~grow~~2030. Retrieved from https://www.marketsandmarkets.com

~~Our~~IoT ~~management has no experience~~ in the RVReal property or vineyard\wine industries. We will depend on outside consultants for property acquisition for RV properties and vineyards as well as for the development of those properties. If we are unable to hire outside consultants due to lack of funds our ability to expand and to operate would be negatively impacted.Estate Market:

AsThe 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 ~~small~~CAGR ~~company~~of itapproximately 16% from 2023 to 2030. The demand for smart buildings is ~~doubtful~~rising ~~that~~due weto ~~could~~increased ~~compete~~focus on energy efficiency, security, and enhanced occupant experiences. IoT integration in ~~the~~real RVestate allows property ordevelopers ~~wine~~to ~~industry~~differentiate themselves by offering advanced, connected environments that meet the needs of tech-savvy consumers and businesses.

WeBased ~~are~~on aour ~~newly~~analysis ~~formed~~above, we ~~small~~believe ~~undercapitalized~~that ~~company~~affordable housing in sub-urban areas alongside smart city development is an ideal market for our business in the next 24 months. ItAs 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 beappeal ~~difficult~~to environmentally conscious buyers and investors. There is a significant demand for affordable usand torapidly ~~compete~~constructed housing in ~~either~~sub-urban ~~the~~cities. RVInitially, ~~property~~we ~~industry~~plan orto build affordable MiC houses with AWG and IoT integration for elderly residents on the ~~vineyard\wine~~New ~~industries~~South Wales and Victoria regions, and fostering a community tailored to their interests and needs.

Drought in Southern California could affect out ability to establish a vineyard.

Drought in southern California has been severe in the last few years. We will depend on wells and the aquifer systems below ground for water for vineyard growth. If water should become unavailable it would cause us to potentially lose any vineyards which we may have established.

Wine production and sales are subject to extensive regulation.

Wine production and sales are subject to extensive regulation by the United States Department of Treasury Alcohol and Tobacco Tax and Trade Bureau ("TTB"), the California department of alcohol beverage control ("CABC") and other state and federal governmental authorities that regulate interstate sales, licensing, trade and pricing practices, labeling, advertising and other activities. In recent years, federal and state authorities have required warning labels on beverages containing alcohol. Restrictions or taxes imposed by government authorities on the sale of wine could increase the retail price of wine, which could have an adverse effect on demand for wine in general. New or revised regulations or increased licensing fees or excise taxes on wine, if enacted, could reduce demand for wine and have an adverse effect on our business, negatively impacting our results of operations and cash flows.

~~Agricultural~~*Source ~~operations are subject to a broad range~~ of ~~federal and state regulatory requirements.~~data:

WeSource: ~~are~~Fortune ~~also~~Business ~~subject~~Insights. (2023). toInternet ~~a broad range~~ of ~~federal~~Things ~~and~~(IoT) ~~state~~in ~~regulatory~~Real ~~requirements~~Estate ~~regarding~~Market ~~our~~Size, ~~agricultural~~Share ~~operations~~& ~~and~~Industry ~~practices. Agricultural operations are subject to regulations governing the storage and use of fertilizers~~Analysis, ~~fungicides,~~By ~~herbicides~~Component, ~~pesticides~~Application, ~~fuels, solvents~~ and ~~other~~Region ~~chemicals~~Forecast, 2023–2030. ~~These~~ ~~regulations~~Retrieved ~~are~~from ~~subject to change and conceivably could have a significant impact on operating practices, chemical usage, and other aspects of our business~~https://www.fortunebusinessinsights.com

WeCharging ~~may~~Stations befor ~~unable to compete with larger or more established companies.~~Electric Vehicles

We ~~face~~are aalso ~~large~~exploring ~~and~~business opportunities ~~growing~~relating ~~number~~to charging stations of ~~competitors~~electric vehicles in ~~the~~Hong RVKong ~~property~~ and ~~vineyard\wine~~the ~~industries~~United Kingdom. ~~Many~~On ofJanuary ~~these~~1, ~~competitors~~2025, ~~have~~ModuLink ~~substantially~~InnoTech Limited ~~greater~~entered ~~financial,~~into ~~technical~~an ~~and~~Agency ~~marketing~~Cooperation ~~resources~~Agreement, ~~larger~~pursuant ~~customer~~to ~~bases,~~which ~~longer~~ModuLink ~~operating~~InnoTech ~~histories,~~Limited ~~greater~~agreed ~~name~~to ~~recognition,~~distribute in Hong Kong and the ~~more~~United ~~established~~Kingdom ~~relationships~~certain inelectric ~~the~~vehicle ~~industry~~chargers ~~than~~manufactured ~~does~~by ~~the~~a ~~company~~Chinese manufacturer. AsThe adistribution ~~result~~business is in its initial stages, ~~many~~and we do not expect that there will be significant financial results in 2026. The foregoing description of ~~these~~the ~~competitors~~Agency ~~are~~Cooperation Agreement is qualified in aits ~~better~~entirety ~~position~~by reference to ~~compete~~the ~~with~~Agency usCooperation ~~for~~Agreement ~~product~~which ~~and~~is ~~customers~~filed as Exhibit 10.6 Weto ~~cannot~~the beRegistration Statement ~~sure~~on ~~that~~Form we10-12G ~~will~~filed bewith ~~able~~the toSecurities ~~compete~~and ~~successfully~~Exchange ~~with~~Commission ~~existing~~and orare ~~new~~incorporated ~~competitors~~herein by reference.

WeSales ~~may~~and ~~require additional financing in order to implement our business plan.~~Marketing

InModuLink ~~the~~provides ~~event~~building services weand ~~are~~project ~~unable~~management. toSelling ~~acquire~~MiC ~~additional~~smart ~~financing,~~houses weinvolves ~~may~~a ~~not~~variety beof ~~able~~channels toand ~~implement~~methods ~~our~~to ~~business~~reach ~~plan~~potential ~~resulting~~buyers ineffectively. Our akey ~~loss~~strategies ofare ~~revenues~~as ~~and ultimately the loss of any shareholder's investment.~~follows:

~~There~~Online Platforms: We believe that a strong online presence is crucial. This includes having a ~~potential~~user-friendly ~~for~~website, ~~dilution~~active ~~should~~social wemedia ~~engage~~channels, ofand ~~some~~listings on ~~form~~real ofestate ~~fund~~websites. ~~raising~~High-quality inimages, videos, and virtual tours can showcase the ~~future~~homes' features and benefits.

InContent ~~the~~Marketing: ~~event~~Sharing stories ~~that~~through weblogs, ~~engage~~articles, inand ~~some~~social ~~form~~media ofposts ~~fund~~can ~~raising~~highlight in the ~~future~~advantages itof ismodular ~~likely~~homes, ~~that~~such ~~there~~as ~~will~~sustainability, becost-effectiveness, and ~~dilution~~modern ofdesign. ~~current~~This ~~ownership~~helps ofcreate ~~shares~~an emotional connection with potential buyers.

~~Due~~Virtual toTours ~~our~~and ~~limited~~3D ~~operating~~Renderings: These ~~history,~~tools weallow ~~will~~potential ~~have~~buyers to ~~use~~explore ~~all~~different ~~our~~designs ~~existing~~and ~~resources~~layouts tofrom ~~market~~the ~~our~~comfort ~~existing~~of ~~products~~their ~~and~~own ~~develop~~homes, ~~our~~providing ~~distribution~~an ~~channels~~immersive experience that static images cannot match.

~~Following~~Search ~~this~~Engine ~~offering~~Optimization and weOnline ~~may~~Visibility: ~~need~~Optimizing towebsite ~~raise~~content ~~additional~~with ~~funds~~relevant tokeywords, ~~expand~~creating ~~our~~quality ~~operations. We may raise additional funds through private placements~~backlinks, ~~registered offerings, debt financing or other sources to maintain~~ and ~~expand~~maintaining ~~our~~an ~~operations,~~active ~~although~~blog can atenhance ~~this~~online ~~time there is no plan in effect to do so. Adequate funds for this purpose on terms favorable to us may not be available~~visibility, ~~and~~attracting ~~if available, on terms significantly~~ more ~~adverse~~traffic ~~to us than are manageable. Without new funding, we may be only partially successful or completely unsuccessful in implementing our business plan,~~ and ~~our~~potential ~~stockholders will lose part or all of their investment~~leads.

WeInfluencer ~~may~~Collaborations and beTestimonials: ~~subject~~Partnering towith ~~claims~~influencers ofin ~~trademark~~the ~~infringement,~~home ~~which~~design ~~may~~and ~~harm~~sustainability ~~our~~sectors ~~business~~can help market modular homes. Testimonials from satisfied customers can also build trust and credibility.

~~The~~Traditional ~~company~~Marketing: While ~~currently~~digital ~~has~~marketing ~~not~~is ~~filed any patents~~essential, ~~trademarks~~traditional ormethods ~~copyrights~~like ~~for~~attending ~~its~~home ~~products.~~shows, Wereal ~~may~~estate beexpos, ~~subject~~and tocommunity ~~legal~~events ~~proceedings~~can ~~alleging~~also be ~~claims of trademark infringement in the future~~effective. IfThese wevenues ~~must~~provide ~~rebrand,~~opportunities itfor ~~may~~face-to-face ~~result~~interactions inwith ~~significant~~potential ~~marketing expenses and additional management time and resources, which may adversely affect our business~~buyers.

~~Additionally,~~Partnerships wewith ~~cannot~~Real Estate ~~guarantee~~Agents: ~~that~~Collaborating ~~should~~with wereal ~~patent,~~estate ~~copyright~~agents orwho ~~trademark~~specialize ~~any~~in ofmodular ~~our~~homes ~~products~~can ~~that~~help ~~our~~reach ~~patents,~~a ~~trademarks~~broader ~~or copyrights will be completely protected~~audience. ~~This~~Agents ~~could~~can provide ~~cause~~valuable ~~harm~~insights ~~to our brand~~ and ~~ultimately,~~help tonavigate ~~us.~~the Webuying ~~could also spend additional time and resources fighting other entities that might infringe upon our trademarks and/or copyrights~~process.

WeMajor ~~may be unable to scale our operations successfully.~~Customers

~~Our~~During ~~growth~~the ~~will~~years ~~place~~ended ~~significant~~December ~~demands on our management and technology development~~31, as2025 ~~well as our financial, administrative~~ and ~~other resources. We cannot guarantee that any of the systems~~2024, ~~procedures and controls we put in place will be adequate to support~~ the ~~commercialization~~following ofcustomers ~~our~~accounted ~~operations.~~for ~~Our~~10% operating results will depend substantially on the ability of our officer to manage changing business conditions and to implement and improve our financial, administrative and other resources. If we are unable to respond to and manage changing business conditions, or ~~the~~more ~~scale~~ of our ~~products,~~total ~~services~~net ~~and operations, then the quality of our services, our ability to retain key personnel and our business could be harmed~~revenues.

Our officers have little experience in the businesses we are entering and he will be reliant on consultants and others who have greater management experience. The lack of experience in all of the businesses we are entering could impact our return on investment, if any.

	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:	$	–

As a result of our reliance on our officers and their lack of experience in developing comparable businesses, our investors are at risk in losing their entire investment. The company intends to hire personnel in the future who will have the experience required to manage our company, when the company is sufficiently capitalized. Until such management is in place, we are reliant upon our officers, who are our only employees, to make the appropriate management decisions.

	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

AsAll ~~there~~customers isare nolocated ~~public~~in ~~market~~Hong ~~for~~Kong. Except ~~our~~as ~~common~~set ~~shares~~forth below, ~~they~~we are annot ~~illiquid~~parties ~~investment~~to ~~and~~long ~~investors~~term ~~may~~agreements ~~not~~with beour ~~able~~customers toand ~~sell~~are ~~their~~retained ~~shares~~on a project by project basis.

NoProject ~~market~~with ~~currently~~CRCC ~~exists~~– Kwan ~~for~~Lee ~~our~~– ~~securities~~Paul ~~and we cannot assure you that such a market will ever develop, or if developed, will be sustained~~Y. JV

~~Our~~In ~~common~~December ~~stock~~2021, isthe ~~not~~Company entered ~~currently~~into ~~eligible~~a ~~for~~works ~~trading~~order onwith ~~any~~CRCC ~~stock~~- ~~exchange~~Kwan ~~and~~Lee ~~there~~- ~~can~~Paul beY. noJoint ~~assurance~~Venture ~~that~~for ~~our~~the ~~common~~design ~~stock~~and ~~will~~construction beof ~~listed~~an onoffice ~~any~~space ~~stock~~using ~~exchange~~MiC inunits at ~~the~~Lok ~~future.~~Ma WeChau ~~intend~~Loop toproject, ~~apply~~located toin beHong ~~quoted~~Kong. onThe ~~the~~work ~~over-the-counter~~scope ~~(OTC)~~covered ~~markets~~the ~~trading~~design, ~~system~~supply, ~~pursuant~~fabricate toand ~~rule~~installation ~~15c2-11~~ of the ~~securities exchange act of 1934~~structure, the ~~but~~fitting ~~there~~out ~~can~~works beand nobuilding ~~assurance we will obtain such a listing~~services. The ~~bulletin~~foregoing ~~board~~description ~~tends~~of tothe beworks ~~highly~~orders ~~illiquid, in part because there~~ is noqualified ~~national~~in ~~quotation~~its ~~system~~entirety by ~~which~~reference ~~potential investors can track~~ to the ~~market~~Works ~~price~~Order ofcontracted ~~shares~~which ~~except through information received or generated by a limited number of broker-dealers that make a market in particular stocks. There~~ is afiled ~~greater chance of market volatility for securities that trade on the bulletin board~~ as ~~opposed~~Exhibit ~~to a national exchange or quotation system~~10.7 ~~This~~to ~~volatility~~the ~~may~~Registration beStatement ~~caused~~on byForm a10-12G ~~variety~~filed ofwith ~~factors, including:~~ the ~~lack~~Securities ~~of readily available price quotations; the absence of consistent administrative supervision of "bid"~~ and ~~"ask"~~Exchange Commission ~~quotations; lower trading volume;~~ and ~~general~~are ~~market~~incorporated ~~conditions.~~herein Ifby ~~no market for our shares materializes, you may not be able to sell your shares or may have to sell your shares at a significantly lower price~~reference.

IfAgreement ~~our~~with ~~shares~~Zenith of(Hong Kong) ~~common~~Engineering ~~stock are actively traded on a public market, they will in all likelihood be penny stocks.~~Limited

~~The~~ZIML ~~securities~~is ~~enforcement and penny stock reform act of 1990 requires additional disclosure relating to the market for penny stocks in connection with trades in any stock defined as~~ a ~~penny~~party ~~stock. Sec regulations generally define a penny stock~~ to ~~be an equity security that has~~ a ~~market~~design services ormanagement ~~exercise~~agreement ~~price~~with ofZenith ~~less than $5.00 per share~~HK, ~~subject~~dated toAugust ~~certain exceptions. Such exceptions include any equity security listed on nasdaq and any equity security issued by an issuer that has net tangible assets of at least $100~~1,~~000,~~ ~~if that issuer has been in continuous operation for three years. Unless an exception is available~~2024, ~~the~~pursuant ~~regulations~~to ~~require~~which ~~delivery,~~ZIML ~~prior~~agreed to ~~any~~provide ~~transaction~~design ~~involving~~technical amanpower services ~~penny~~relating ~~stock,~~to ~~of a disclosure schedule explaining~~ the ~~penny~~Sheung ~~stock~~Shui ~~market~~Town ~~and~~Lot ~~the associated risks~~No. ~~The~~263 ~~penny stock rules require a broker-dealer~~(F0874), ~~prior~~Kwu toTung aNorth ~~transaction~~– inPodium ~~a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks~~ and ~~the~~Tower ~~nature and level of risks in the penny stock market~~project. The ~~broker-dealer~~total ~~must~~contract ~~also provide the customer with current bid and offer quotations~~ sum for the ~~penny~~engagement ~~stock,~~is ~~details of the compensation of the broker-dealer and its salesperson in the transaction~~HK$4, ~~and monthly account statements showing the market value of each penny stock held in the customer's account~~000,000. The ~~bid~~services ~~and~~scope ~~offer~~covered ~~quotations and broker-dealer and salesperson compensation information must be given to~~ the ~~customer~~provision ~~orally~~of orskilled intechnical ~~writing~~personnel, ~~prior~~assistance ~~to effecting the transaction and must be given in writing before or~~ with ~~the~~design ~~customer's confirmation. In addition~~development, planning ~~the~~and ~~penny~~coordination ~~stock rules require that prior to a transaction in a penny stock not otherwise exempt from such rules~~activities, ~~the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser~~ and ~~receive~~collaboration ~~the~~with ~~purchaser'~~Zenith HK’s ~~written agreement to the transaction~~team. ~~These~~The ~~disclosure~~project ~~requirements~~was ~~may~~completed ~~have~~as ~~the~~scheduled ~~effect of reducing the level of trading activity~~ in ~~the~~June ~~secondary market for securities that become subject to the penny stock rules~~2025. ~~Since our securities are highly likely to be subject to the penny stock rules, should a public market ever develop, any market for our shares of common stock may not be liquid.~~

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.

~~Because~~Major ~~our securities may be subject to penny stock rules, you may have difficulty reselling your shares.~~Suppliers/Contractors

~~Since~~During ~~our~~the ~~stock~~years ~~may~~ended beDecember ~~subject to penny stock rules~~31, ~~you~~2025 ~~may~~and ~~have difficulty reselling your shares. Penny stocks are covered by section 15(g) of~~ 2024, the ~~securities~~following ~~exchange act of 1934 which imposes additional sales practice requirements on broker~~suppliers/~~dealers~~contractors ~~who~~accounted ~~sell~~for ~~the~~10% ~~company's~~or ~~securities~~more ~~including the delivery~~ of ~~a standardized disclosure document; disclosure and confirmation of quotation prices; disclosure of compensation the broker/dealer receives; and, furnishing monthly account statements. For sales of~~ our ~~securities,~~total ~~the broker/dealer may be required to make a special suitability determination and receive from its customer a written agreement prior to making a sale~~purchases. ~~The imposition of the foregoing additional sales practices could adversely affect a shareholder's ability to dispose of his stock.~~

This statement contains forward looking statements which are speculative in nature.

	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:	$	–

This statement contains forward-looking statements. These statements relate to future events or our future financial performance. Forward looking statements are speculative and uncertain and not based on historical facts. Because forward-looking statements involve risks and uncertainties, there are important factors that could cause actual results to differ materially from those expressed or implied by these forward-looking statements, including those discussed under "business description" and "corporate background" although the company believes that the expectations reflected in the forward-looking statements are reasonable, future results, levels of activity, performance, or achievements cannot be guaranteed. The reader is advised to consult any further disclosures made on related subjects in our future SEC filings.

	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

WeOur ~~have~~major ~~not~~suppliers ~~paid,~~are located in Hong Kong and doGreater ~~not~~China. ~~intend~~We are parties to ~~pay,~~written ~~cash~~contracts ~~dividends~~with inour ~~the~~suppliers ~~foreseeable~~and ~~future~~vendors with various commercial terms.

WeAgreement ~~have~~with ~~not~~Zenith paid any cash dividends on our common stock and do not intend to pay cash dividends in the foreseeable future. We intend to retain future earnings, if any, for reinvestment in the development and expansion of our business. Dividend payments in the future may also be limited by other loan agreements or covenants contained in other securities that we may issue. Any future determination to pay cash dividends will be at the discretion of our board of directors and depend on our financial condition, results of operations, capital and legal requirements and such other factors as our board of directors deems relevant.(PMS) Limited

13Zenith (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 Company’s 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.

~~ITEM 2. DESCRIPTION OF PROPERTY~~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 Employee’s 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

~~Office~~Our principal executive and registered ~~Facilities~~offices are located at Unit 2, Level 6, Westin Centre, 26 Hung To Road, Kwun Tong, Hong Kong, telephone number +1 888-493-8028.

~~Our offices are located at 43020 BlackdeerLoop,Temecula, California 92590, phone is 951-296-1024. Our website is www.Internationalendeavorscorp.com and RVino.com.~~13

~~WEBSITE~~INTELLECTUAL ~~POSTING~~PROPERTY OFAND ~~SEC FILINGS~~PATENTS

~~Our~~We ~~annual~~expect ~~reports~~to rely on, ~~Form 10-K~~trade secrets, ~~quarterly~~copyrights, ~~reports on Form 10~~know-Qhow, ~~current~~trademarks, ~~reports~~license onagreements ~~Form 8-K~~ and ~~amendments~~contractual provisions to ~~such~~establish ~~reports~~our ~~are~~intellectual ~~available,~~property ~~free~~rights and ofprotect ~~charge, on~~ our ~~website~~brand and ~~can~~services. beThese ~~accessed~~legal onmeans, ~~the~~however, ~~SEC's~~afford ~~Edgar~~only ~~database.~~limited ~~Further,~~protection aand ~~copy~~may ofnot ~~this~~adequately ~~annual~~protect ~~report~~our onrights. Litigation ~~Form 10-K~~may isbe ~~located~~necessary atin the ~~SEC's~~future ~~Public~~to ~~Reference~~enforce ~~Room~~our atintellectual ~~100 F Street,~~property NErights, ~~Washington, D.C.~~protect ~~20549.~~our ~~Information~~trade onsecrets ~~the~~or ~~operation~~determine of the ~~Public~~validity and ~~Reference~~scope ~~Room~~of ~~can be obtained by calling~~ the ~~SEC~~proprietary atrights ~~1-800-SEC-0330~~of others. ~~The~~Litigation ~~SEC~~could ~~maintains~~result anin ~~internet~~substantial ~~site~~costs ~~that~~and ~~contains~~diversion ~~reports,~~of ~~proxy~~resources and ~~information statements and other information regarding our filings at www~~management attention.~~sec.gov.~~

~~Bankruptcy~~In oraddition, ~~Receivership~~the orlaws ~~Similar~~of ~~Proceedings~~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.

~~None~~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.

~~ITEM~~We 3rely on trade secrets and unpatentable know-how that we seek to protect, in part, by confidentiality agreements. ~~LEGAL~~We ~~PROCEEDINGS~~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.

~~Legal Proceedings~~COMPETITION

~~None~~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.

~~ITEM~~The 4building 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. ~~MINE~~However, ~~SAFETY~~we ~~DISCLOSURES~~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:

~~Not~~· ~~applicable.~~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

~~PART~~Although IIwe 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.

~~ITEM~~EMPLOYEES ~~5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS~~ AND ~~ISSUER REPURCHASES OF EQUITY SECURITIES~~CONSULTANTS

~~Our~~As ~~common~~of ~~was~~the ~~listed~~date onof ~~the~~this ~~OTC~~Annual Report, atwe ~~February~~have ~~2017~~5 ondirectors, ~~the~~consisting ~~OTC~~of ~~markets~~3 executive directors and 2 non-executive directors. ~~Our~~In ~~symbol~~addition, iswe ~~IDVV~~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.

AtThe ~~Year~~following ~~end~~table ~~December~~sets forth ~~31.~~the ~~2016~~composition ~~we had 12,470,338 shares~~ of our ~~common~~employees ~~stock outstanding~~ and ~~the number of stockholders of record of our common stock was 38.~~consultants:

DIVIDENDS

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 participant’s 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 ~~never~~not ~~declared~~experienced orany ~~paid~~significant labor disputes or any ~~cash~~difficulties ~~dividends~~in onrecruiting ~~our~~staff ~~common~~for ~~stock~~our operations.

~~RECENT~~GOVERNMENT ~~SALES~~AND OFINDUSTRY ~~UNREGISTERED~~REGULATIONS ~~SECURITIES~~

~~None~~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.

~~PURCHASES~~While OFHong ~~EQUITY~~Kong ~~SECURITIES~~currently operates BYunder ~~THE~~a ~~REGISTRANT~~different ~~AND~~set ~~AFFILIATED~~of ~~PURCHASERS~~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.

None.

ITEM 6. SELECTED FINANCIAL DATA

Not applicable to a "smaller reporting company" as defined in Item 10(f)(1) of SEC Regulation S-K.

ITEM 7.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

GENERAL

We were incorporated in Nevada on May 7, 2014 and we have elected, for the purpose of filing our Registration Statement with the SEC and preparing our audit, December 31 as our fiscal year end.

Initially we had acquired 10 acres of land in the Wine district of Temecula Valley Wine country for Recreational Vehicles to lease as vacation rental space. We sold the land at a loss of $45,111 on July 22, 2016 for $75,000. We determined that we needed to acquire land that was in a more strategic location for vineyard development, wine tours and RV space rental as well for the establishment of a "Glamping" design which we could we could also incorporate into future Vineyard and wine themed land acquisitions. As such we acquired 6 acres of land with a restaurant on site in Warner Springs, Ca for $450,394 which was generating $1,205 in revenue from the rental of a restaurant on the property. 3 acres are zoned commercial and 3 acres are zoned agricultural. Subsequent to the acquisition we have initiated the development of the property towards our goal of establishing a wine themed glamping site with a small vineyard which we anticipate being completed sometime in the 3rd quarter of 2017. In addition we acquired 13.85 acres in San Diego County for $99,000 fordevelopinga vineyard and a lot in Rancho California RV Park for RV rental. We plan on harvesting grapes from the vineyard for our private labeled wines to offer to our customers as well as for sale through our website and local establishments. We believe that focusing on land acquisition in the area for supporting the tourism industry that the Temecula wine country has developed can be a profitable and expanding business.

WeBuilding ~~have~~Services also worked with local establishments for the marketing of our wine tours. Some of the establishments that we currently work with are salons, spas, restaurants and vineyards some of which have wine tasting and tours already established.Regulations

~~During~~We ~~the~~are ~~year~~subject ~~ended~~to ~~December~~numerous local, 31state, ~~2016~~federal, weand ~~had~~other ~~revenues~~statutes, ofordinances, $2rules,~~410~~ ~~from~~and ~~the~~regulations ~~leasing~~concerning ofzoning, ~~our~~development, ~~restaurant~~building design, construction, and ~~revenues~~similar matters which impose restrictive zoning and density requirements in order to limit the number of 58homes that can eventually be built within the boundaries of a particular area. Projects that are not entitled may be subject to periodic delays,~~124~~ 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 ~~our~~developing ~~wine~~in ~~tours~~certain communities due to building moratoriums or “slow-growth” or “no-growth” initiatives that could be implemented in the future. Local and ~~total~~state ~~operating~~governments ~~expenses~~also have broad discretion regarding the imposition of ~~$72,837,~~development fees for projects in their jurisdiction. Projects for which we have received land use and ~~after~~development entitlements ~~loss~~or onapprovals ~~sale~~may still require a variety of ~~property~~other governmental approvals and ~~loss~~permits onduring ~~impairment~~the ofdevelopment ~~website,~~process aand ~~net~~can also ~~loss~~be ofimpacted ~~$122~~adversely by unforeseen health,~~330~~ safety, and welfare issues, which can further delay these projects or prevent their development.

~~During~~We ~~the~~are ~~year~~also ~~ended~~subject ~~December~~to 31a variety of local, ~~2015~~state, wefederal, ~~had~~and ~~revenues~~other ofstatutes, ~~$43~~ordinances,~~000~~ ~~from~~rules, and regulations concerning the ~~leasing~~environment. ofThe ~~our~~particular RVenvironmental laws ~~property~~which apply to any given construction site vary according to the site’s location, its environmental conditions, and ~~revenues~~the present and former uses of 55the site,~~943~~ ~~from~~as ~~our~~well ~~wine~~as ~~toursand~~adjoining ~~total~~properties. ~~operating~~Environmental ~~expenses~~laws ofand ~~$170~~conditions may result in delays,~~988~~ 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 ~~net~~result ~~loss~~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 ~~$72,045~~certain raw materials such as lumber.

ItUnder isvarious ~~the~~environmental laws, ~~intention~~current or former owners of ~~the~~real ~~Company~~estate, toas ~~continue~~well toas ~~develop~~certain ~~and~~other ~~market~~categories ~~our~~of ~~existing~~parties, ~~property~~may inbe ~~the~~required ~~Temecula~~to ~~Valley~~investigate ~~Wine~~and ~~country~~remediate hazardous inor ~~Southern~~toxic ~~California,~~substances ~~develop~~or ~~part~~petroleum ofproduct ~~our~~releases ~~existing~~and ~~properties~~may asbe held liable to a ~~vineyard,~~governmental ~~private~~entity ~~label~~or ~~wines~~to ~~from~~third ~~local~~parties ~~vineyards~~for property damage and for ~~sale~~investigation and remediation costs incurred by such parties in connection with the contamination. In addition, ~~increase~~in ~~our~~those cases ~~wine~~where ~~tour~~an ~~business~~endangered ~~and~~species ~~look~~is ~~forward~~involved, ~~towards~~environmental ~~acquiring~~rules ~~additional~~and ~~properties~~regulations ~~for~~can ~~both~~result in the ~~development~~elimination of RVdevelopment ~~property~~in asidentified environmentally ~~well~~sensitive ~~as vineyards~~areas. InTo ~~addition~~date, we ~~plan~~have tonever ~~continue~~experienced ~~development~~a ofsignificant ~~our~~environmental ~~wine label RVino~~issue.

~~Plan~~Employment ~~of Operations~~Ordinance

RVHong ~~Site Operations~~Kong

WeThe ~~leased~~Employment ~~spaces~~Ordinance ~~for~~is the main piece of legislation governing conditions of employment in Hong Kong since 1968. It covers a ~~total~~comprehensive range of ~~$43~~employment protection and benefits for employees,~~000~~ ~~through~~including ~~the~~Wage ~~year~~Protection, ~~ended~~Rest ~~December31~~Days, ~~2015and~~Holidays ~~had~~with noPay, RVPaid ~~space~~Annual ~~leases~~Leave, inSickness ~~2016.~~Allowance, Maternity WeProtection, ~~plan~~Statutory onPaternity ~~developing~~Leave, ~~our~~Severance ~~six~~Payment, ~~acre~~Long ~~property~~Service ~~for~~Payment, ~~Glamping~~Employment ~~and~~Protection, ~~for~~Termination RVof ~~space~~Employment Contract, ~~rental~~Protection Against Anti-Union Discrimination. WeIn ~~plan~~addition, onevery ~~leasing~~employer ~~our~~must RVtake ~~property~~out inemployees’ ~~Rancho~~compensation ~~California~~insurance to inprotect the ~~third~~claims ~~quarter~~made by employees in respect of ~~2017~~accidents occurred during the course of their employment.

~~Private~~An ~~Label~~employer ~~Wine~~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 employee’s 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.

Vineyard Development

We have 3 acres allocated for vineyard development on our 6 acre property in Temecula, Ca. Currently we are in process of developing the land for the vineyard. In addition we are planning on developing our 13.85 acre property for vineyard development which we anticipate starting on in the 3rd or 4th quarter of 2017.

We do not currently have any funding in place or plans for funding for the acquisition of additional land for vineyard development or to hire consultants to help us with land acquisitions or vineyard development.

Wine Tours

We conducted wine tours at the year ended December 31, 2016 and generated revenues of $58,124. We plan on continuing to market and develop our wine tours in the future.

We conducted wine tours at the year ended December 31, 2015 and generated revenues of $55,943. We plan on continuing to market and develop our wine tours in the future.

As at December 31, 2016 the Company had $3,313 of cash on hand, total assets of $587,288 and $553,680 of liabilities.

As at December 31, 2015 the Company had $8,996 of cash on hand, total assets of $159,138 and $3,200 of liabilities.

The Company believes that it may have sufficient capital to operate over the next twelve (12) months.

~~Significant Accounting Policies and Estimates~~China

~~Management's~~Depending ~~Discussion~~on ~~and~~future ~~Analysis~~regulatory developments, ofwe ~~Financial~~may ~~Condition~~become ~~and~~subject ~~Results~~to ofPRC ~~Operations~~laws ~~discusses~~applicable ~~the~~to ~~Company's~~businesses ~~financial statements which have been prepared~~ in ~~accordance~~general, ~~with~~including ~~accounting~~those ~~principles~~related ~~generally accepted in the United States of America. The preparation of these financial statements requires management~~ to ~~make~~labor, ~~estimates~~occupational ~~and~~safety, contracts, ~~assumptions~~torts, ~~that affect the reported amounts of assets~~ and ~~liabilities~~intellectual ~~at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period~~property. ~~Management~~We ~~bases~~may ~~its~~also ~~estimates~~face ~~and~~restrictions ~~judgments~~under onPRC ~~historical~~foreign ~~experiences~~exchange ~~and~~regulations, onwhich ~~various~~could ~~other~~limit ~~factors~~our ability ~~that are believed~~ to beconvert ~~reasonable~~foreign ~~under~~currency ~~the~~into ~~circumstances~~Renminbi, ~~the~~acquire ~~results~~mainland ofentities, ~~which~~or ~~form~~make ~~the~~dividend ~~basis~~or ~~for~~other ~~making~~payments ~~judgments about the carrying value~~ of ~~assets~~cash ~~and~~to ~~liabilities that are not readily apparent from other sources~~MDLK. ~~Actual results may differ from these estimates under different assumptions or conditions.~~

~~Revenue~~Regulations ~~Recognition~~in the PRC

~~The Company recognizes revenue in accordance with Accounting Standards Codification No. 605~~Currently, ~~"Revenue~~our ~~Recognition"~~group ~~("ASC-605"),~~does not ~~ASC-605~~have ~~requires~~any ~~that~~subsidiaries ~~four~~or ~~basic~~operations ~~criteria~~in ~~must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3)~~ the ~~selling price is fixed and determinable; and (4) collectibility is reasonably assured~~PRC. ~~Determination~~However, ofin ~~criteria~~the ~~(3)~~event ~~and~~that ~~(4)~~we ~~are~~establish PRC-based onsubsidiaries, ~~management's~~expand ~~judgments~~our ~~regarding~~operations to the ~~fixed~~PRC, ~~nature~~or ofbecome ~~the~~otherwise ~~selling~~subject ~~prices~~to ofPRC ~~the~~regulations ~~products~~due ~~delivered and the collectibility of those amounts. Provisions for discounts and rebates~~ to ~~customers,~~China’s ~~estimated~~future ~~returns~~regulatory ~~and allowances~~developments, ~~and~~we ~~other~~may ~~adjustments~~become ~~are provided for in the same period the related sales are recorded. The Company will defer any revenue for which the product has not been delivered or is~~ subject to ~~refund~~various ~~until~~laws ~~such time that the Company~~ and ~~the~~regulations ~~customer jointly determine~~ that ~~the~~generally ~~product~~apply ~~has~~to ~~been~~our ~~delivered~~PRC ~~or no refund will be required~~businesses.

~~The~~PRC ~~Company's~~Tax revenues have been generated through lease agreements for our RV property and our wine tours. The terms of these agreements generally consist solely of upfront payments which are refundable should the lessee choose to terminate the lease within 10 (ten) days of signing the lease agreement. After 10 (ten) days the lease payment becomes non-refundable. Revenues from leasing fees are recognized upon the signing of the lease agreement. Regulations

~~For~~Enterprise ~~the~~Income year ended December 31, 2016, all payments met the above criteria thereby allowing for the recognition of revenue for the lease arrangements upon the signing of the lease agreement. Revenue from wine tours is recognized at the time of payment for the tour.Tax

~~When~~The ~~non-refundable~~EIT ~~payments~~Law dowas ~~not~~promulgated by ~~meet~~the Standing Committee of the National People’s Congress on March ~~this~~16, ~~criteria~~2007 and became effective on January 1, 2008, and was later amended on February 24, 2017. The Implementation Rules of the ~~revenues~~EIT ~~are~~Law ~~recognized~~(the ~~over~~“Implementation Rules”) were promulgated by the ~~expected~~State ~~period~~Council ofon ~~performance.~~December 6, We2007 ~~periodically~~and ~~review~~became ~~for~~effective ~~any~~on ~~expected~~January 1, ~~period~~2008. ofAccording ~~substantial~~to ~~involvement~~the ~~under~~EIT Law and the Implementation ~~agreements~~Rules, ~~that~~enterprises ~~provide~~are ~~for~~divided into resident enterprises and non-~~refundable~~resident ~~up-front~~enterprises. ~~payments~~Resident enterprises shall pay enterprise income tax on their incomes obtained in and outside the PRC at the rate of 25%. If ~~ever~~Non-resident ~~applicable,~~enterprises wesetting ~~will~~up ~~adjust~~institutions in the PRC ~~amortization~~shall ~~periods~~pay ~~when~~enterprise ~~appropriate~~income totax ~~reflect~~on ~~changes~~the incomes obtained by such institutions in ~~assumptions~~and ~~relating~~outside tothe PRC at the ~~duration~~rate of ~~our~~25%. ~~expected~~Non-resident enterprises ~~involvement~~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%.

~~Capital~~The ~~Expenditures~~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 August 21, 2006 and came into effect on December 8, 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 October 27, 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.

WeIn ~~capitalize~~April 2009, ~~expenditures~~the ~~for~~Ministry of ~~land~~Finance, ~~improvement~~or ~~when~~MOF, ~~they~~and ~~are~~SAT ~~not~~jointly ~~part~~issued the Notice on Issues Concerning Process of ~~normal~~Enterprise ~~maintenance~~Income Tax in Enterprise Restructuring Business, or Circular 59. In December 2009, SAT issued the Notice on Strengthening Administration of ~~2016~~Enterprise weIncome ~~have~~Tax ~~capitalized~~for Share ~~improvements~~Transfers onby ~~property~~Non-PRC atResident ~~23446~~Enterprises, ~~Hwy~~or 79Circular 698. ~~which~~Both ~~were~~Circular 59 ~~specifically~~and ~~for~~Circular 698 ~~grading~~became effective retroactively as of January 2008. In February 2011, SAT issued the ~~land~~Notice toon ~~make~~Several Issues Regarding the ~~land~~Income ~~usable~~Tax ~~for~~of ~~our~~Non-PRC RVResident ~~lease~~Enterprises, or ~~operation~~SAT Circular 24, effective April 2011. ToBy ~~date~~promulgating weand ~~have~~implementing ~~paid~~these ~~$29~~circulars,~~135,~~ asthe aPRC ~~capital~~tax ~~expenditure,~~authorities ~~for~~have enhanced their scrutiny over the ~~grading~~direct or indirect transfer of ~~the~~equity ~~property~~interests in a PRC resident enterprise by a non-resident enterprise.

InUnder ~~2015~~Circular we698, ~~capitalized~~where a ~~expenditures~~non-resident ~~for~~enterprise ~~land~~conducts ~~improvement~~an ~~when~~“indirect ~~they~~transfer” ~~were~~by ~~not~~transferring ~~part~~the equity interests of ~~normal~~a ~~maintenance.~~PRC In“resident ~~December~~enterprise” indirectly by disposing of ~~2015wehad~~the ~~capitalized~~equity ~~improvements~~interests onof ~~our~~an 10overseas ~~acre~~holding ~~parcel~~company, ofthe ~~land~~non-resident ~~which~~enterprise, ~~were~~being ~~specifically~~the ~~for~~transferor, ~~grading~~may be ofsubject to PRC enterprise income tax, if the ~~land~~indirect transfer is considered to ~~make~~be ~~the~~an ~~land~~abusive ~~usable~~use ~~for~~of ~~our~~company RVstructure ~~lease~~without ~~operation~~reasonable commercial purposes. ToAs ~~date~~a weresult, ~~have~~gains ~~paid~~derived ~~$11,800,~~from assuch aindirect ~~capital~~transfer ~~expenditure,~~may ~~for~~be ~~the~~subject ~~grading~~to PRC tax at a rate of ~~the~~up ~~property~~to 10%. ~~The~~Circular 698 ~~property~~also ~~was~~provides ~~sold~~that, where a non-PRC resident enterprise transfers its equity interests in ~~2016~~a PRC resident enterprise to its related parties at a ~~loss~~price aslower wethan ~~determined~~the fair market value, the ~~property~~relevant tax authority has the power to bemake ~~inadequate~~a ~~for~~reasonable adjustment to the ~~purpose~~taxable income of ~~developing~~the ~~a vineyard~~transaction.

~~Use~~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 ~~Estimates~~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.

~~The~~On ~~preparation~~October 17, of2017, the ~~financial~~SAT ~~statements~~issued ina ~~conformity~~Notice ~~with~~Concerning ~~generally~~Withholding ~~accepted~~Income ~~accounting~~Tax ~~principles~~of inNon-Resident ~~the~~Enterprise, ~~United~~or ~~States~~SAT ~~requires~~Notice usNo. 37, towhich ~~make~~abolishes ~~estimates~~Circular 698 and ~~assumptions~~certain ~~that~~provisions ~~affect~~of ~~reported~~Circular ~~amounts~~7. ofSAT ~~assets~~Notice ~~and~~No. 37 ~~liabilities~~reduces ~~and~~the ~~disclosure~~burden of ~~contingent~~the ~~assets~~withholding ~~and~~obligator, ~~liabilities~~such atas ~~the~~revocation ~~date~~ of contract ~~the~~filing ~~financial~~requirements ~~statement~~ and ~~the~~tax ~~reported~~liquidation ~~amounts~~procedures, strengthens the cooperation of ~~revenues~~tax ~~and~~authorities ~~expenses~~in ~~during~~different places, and clarifies the ~~reporting~~calculation ~~period.~~of ~~Actual~~tax ~~results~~payable ~~could~~and ~~differ~~mechanism ~~from~~of ~~the~~foreign ~~estimates~~exchange.

~~Results~~Value-added ~~of Operations~~Tax

~~For~~Pursuant to the ~~Year~~Provisional Regulations ~~Ended~~on Value-added Tax of the PRC, or the VAT Regulations, which were promulgated by the State Council on December 3113, 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 ~~Year~~Implementation ~~Ended~~of the Provisional Regulations on Value-added Tax of the PRC, which were promulgated by the MOF on December 3125, 1993, ~~2015~~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 People’s 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.

~~For~~According to the ~~year~~Notice ~~ended~~on the ~~December~~Adjustment ~~31,~~to ~~2016~~the weValue-added ~~had~~Tax ~~gross~~Rates ~~revenues~~issued ofby ~~$60,534.~~the OfSAT ~~which~~and ~~$58,124~~the ~~was~~MOF ~~derived~~on ~~from~~April ~~our~~4, ~~wine tours and $2~~2018,~~410~~ ~~derived~~where ~~from~~taxpayers ~~rents~~make ~~from~~VAT ~~our~~taxable ~~restaurant~~sales ~~and~~or import ~~total operating expenses of $72~~goods,~~837~~ ~~consisting~~the ofapplicable ~~advertising~~tax ~~and~~rates ~~marketing~~shall ofbe ~~$4,990,~~adjusted ~~consulting~~from ~~fees~~17% ofto ~~$5,000,~~16% ~~professional~~and ~~fees~~from of11% ~~$35~~to 10%,~~720,~~ ~~office~~respectively. ~~rent of $9~~Subsequently,~~299,~~ ~~real~~the ~~estate~~Notice ~~fees~~on Policies offor ~~$717,~~Deepening ~~salary~~Reform of ~~$6,570,~~Value-added ~~change~~Tax inwas ~~value~~issued ofby ~~derivative~~the ~~liability of (2~~SAT,~~090)~~ ~~and~~the ~~general~~MOF and ~~administrative~~the ~~fees~~General Administration of ~~$9,174,depreciation~~Customs ~~expense~~on ofMarch $130,~~842,~~ 2019 ~~fees of $555~~ and ~~travel~~took ~~expenses~~effective ofon $April 1,~~060~~ ~~and~~2019, ~~consequently~~which afurther ~~net~~adjusted ~~loss of $12,303 for~~ the ~~year. There~~applicable ~~were~~tax ~~additional~~rate ~~expenses~~for oftaxpayers ~~interest~~making ~~expense~~VAT oftaxable ~~$8,553,~~sales ~~loss~~or onimporting goods. ~~land~~The ~~sale~~applicable oftax ~~$70,611~~rates ~~and~~shall ~~loss~~be onadjusted ~~the~~from ~~impairment~~16% ofto ~~our~~13% ~~website~~and offrom ~~$30,863~~10% ~~resulting~~to ~~in an overall loss of $122~~9%,~~330~~ respectively.

~~For~~Dividend ~~the~~Withholding year ended December 31, 2015 we had gross revenues of $98,943, of which $55,943 was derived from our wine tours and $43,000 derived from the leasing of our RV property and total operating expenses of $170,988 consisting of advertising and marketing of $53,978, consulting fees of $13,000, professional fees of $38,267, APP development costs of $19,000, office rent of $6,835, salaries of $13,650, and general and administrative fees of $7,020, depreciation expense of $7,416, fees of $656 and travel expenses of $11,166 and consequently a net loss of $72,045 for the year.Tax

~~Liquidity~~The ~~and~~Enterprise ~~Capital~~Income ~~Resources~~Tax Law provides that since January 1, 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.

For The Year Ended December 31, 2016 and for the Year Ended December 31,2015

As at December 31, 2016 the Company had cash on hand of $3,313, total assets of $587,288, total liabilities of $553,680 and stockholders' equity of $33,608

As at December 31, 2015 the Company had cash on hand of $8,996, total assets of $159,138, total liabilities of $3,200 and stockholders' equity of $155,938.

The Company's cash was generated from revenue from the leasing of its RV property, rents and proceeds from its wine tours and a Private Placement of its shares.

The Company believes it may have sufficient cash resources available to fund its primary operation for the next twelve (12) months. The Company has no, current, off balance sheet arrangements and does not anticipate entering into any off balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition.

The Company has no agreements in place with its shareholders, officers and directors or with any third parties to fund operations beyond the end of the Company's 2016 year ended December 31, 2016. The Company has not negotiated nor has available to it any other third party sources of liquidity.

Our auditor's report states the following with regard to our ability to continue as a going concern, "The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note #2 to the financial statements, although the Company has limited operations it has yet to attain profitability. This raises substantial doubt about its ability to continue as a going concern. Management's plan in regard to these matters is also described in Note #2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty".

8.PRC ~~FINANCIAL~~Laws ~~STATEMENTS.~~and Regulations on Employment and Social Welfare

~~FINANCIAL~~Labor ~~STATEMENTS~~Law of the PRC

~~INTERNATIONAL~~Pursuant ~~ENDEAVORS~~to ~~CORPORATION~~the Labor Law of the PRC, which was promulgated by the Standing Committee of the NPC on July 5, 1994 with an effective date of January 1, 1995 and was last amended on August 27, 2009 and the Labor Contract Law of the PRC, which was promulgated on June 29, 2007, became effective on January 1, 2008 and was last amended on December 28, 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.

~~TABLE~~Social OFInsurance ~~CONTENTS~~and Housing Fund

Table of Contents to Financial Statements	20
Report of Independent Accounting Firm	21
Balance Sheet as of December 31, 20165 (Audited) and December 31, 2015 (Audited-Restated)	22
Statements of Operations for the Years Ended December 31, 2016 (Audited) and December 31, 2015 (Audited-Restated)	23
Statement Of Shareholder's Equity For The Year Ended December 31, 2016	24
Statements of Cash Flows for the Years Ended December 31, 2016 (Audited) and December 31, 2015 (Audited-)	25
Notes to the Financial Statements	26

Pursuant to the Social Insurance Law of the PRC, which was promulgated by the Standing Committee of the NPC on October 28, 2010 and became effective on July 1, 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 April 3, 1999 and last amended on March 24, 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 people’s 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 the Administrative Regulations of the PRC on Foreign Exchange (the “Foreign Exchange Regulations”), which were promulgated on January 29, 1996, became effective on April 1, 1996 and were last amended on August 5, 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.

~~MICHAEL~~Circular ~~GILLESPIE~~No. &37 ~~ASSOCIATES,~~and ~~PLLC~~Circular No. 13

~~CERTIFIED~~Circular ~~PUBLIC~~37 ~~ACCOUNTANTS~~was released by SAFE on July 4, 2014 and abolished Circular 75 which had been in effect since November 1, 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 shall comply 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.

~~10544~~If ~~ALTON~~any ~~AVE~~shareholder NEwho 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.

~~SEATTLE~~Circular 13 was issued by SAFE on February 13, ~~WA 98125~~2015, and became effective on June 1, 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.

~~206~~We cannot assure that our PRC beneficial shareholders have completed registrations in accordance with Circular 37.~~353.5736~~

~~REPORT~~Circular OF19 ~~INDEPENDENT~~and ~~REGISTERED~~Circular ~~PUBLIC ACCOUNTING FIRM~~16

ToCircular 19 was promulgated by SAFE on March 30, 2015, and became effective on June 1, 2015. According to Circular 19, the ~~Board~~foreign exchange capital in the capital account of ~~Directors~~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 Settlement percentage 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.

International Endeavors Corporation

We have audited the accompanying balance sheets of International Endeavors Corporation as of December 31, 2016 and 2015 and the related statements of operations, stockholders' equity and cash flows for the periods then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion the financial statements referred to above present fairly, in all material respects, the financial position of International Endeavors Corporation for the years ended December 31, 2016 and 2015 and the results of its operations and cash flows for the years then ended in conformity with generally accepted accounting principles in the United States of America.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note #2 to the financial statements, although the Company has limited operations it has yet to attain profitability. This raises substantial doubt about its ability to continue as a going concern. Management's plan in regard to these matters is also described in Note #2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/S/ MICHAEL GILLESPIE & ASSOCIATES, PLLC

Seattle, Washington

June 7, 2017

~~INTERNATIONAL~~Furthermore, ~~ENDEAVORS~~Circular ~~CORPORATION~~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:

~~BALANCE~~· ~~SHEETS~~directly or indirectly used for expenses beyond its business scope or prohibited by relevant laws or regulations; · directly or indirectly used for investment in securities unless otherwise provided by relevant laws or regulations; · directly or indirectly used for entrusted loan in Renminbi (unless within its permitted scope of business), repayment of inter-company loans (including advances by a third party) or repayment of bank loans in Renminbi that have been sub-lent to a third party; or · 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).

	December 31, 2016 (Audited)			December 31, 2015 (Audited-Restated)
Assets
Current Assets
Cash	$	3,313		$	8,996
Total Current Assets		3,313			8,996
Other Current Assets
Property Acquisition Deposits		2,000			-
Total Other Current Assets		2,000			-
Fixed Assets
Building, Furniture and Equipment net of Accumulated Depreciation		581,975			150,142
Total Fixed Assets		581,975			150,142
Total Assets		587,288			159,138
Liabilities And Stockholders' Equity
Current Liabilities
Accounts Payable		-			3,200
Derivative Liability		49,554			-
Notes Payable Related Parties		131,909			-
Notes Payable Property Acquisition Current		7,270			-
Total Current Liabilities		188,733			3,200
Long Term Liabilities
Notes Payable Property Acquisitions		364,947			-
Total Long Term Liabilities		364,947			-
Total Liabilities		553,680			3,200
Stockholders' Equity
Common stock $0.001 par value 75,000,000 shares authorized 12,470,338 shares issued and outstanding at December 31, 2016 and 2015		12,470			12,470
Additional paid-in-capital		422,766			422,766
Accumulated Earnings (deficit)		(401,628	)		(279,298	)
Total Stockholders' Equity		33,608			155,938
Total Liabilities and Stockholders' Equity		587,288			159,138

Circular 16 was issued by SAFE on June 9, 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 enterprise’s 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.

~~See~~PRC ~~accompanying~~subsidiaries' ~~notes~~distributions to their offshore parents are required to ~~Audited~~comply ~~financial~~with ~~statements~~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.

~~INTERNATIONAL~~PRC ~~ENDEAVORS~~Regulation ~~CORPORATION~~of Dividend Distributions

~~STATEMENTS~~The OFprincipal ~~OPERATIONS~~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.

	December 31, 2016 (Audited)			December 31, 2015 (Audited-Restated)
Revenue
Wine Tour Sales	$	58,124		$	55,943
RV Space Renal Income		-			43,000
Rental Income		2,410			-
Total Revenue		60,534			98,943
Gross Profit		60,534			98,943
Operating Expenses
Consulting services		5,000			13,000
Amortization Expense		-			6,637
Depreciation Expense		1,842			779
Professional fees		35,720			38,267
Advertising and Marketing		4,990			53,978
APP Development		-			19,000
Fees		555			656
General & Administrative		9,174			7,020
Change to the fair value of derivative liabilities		(2,090	)		-
Office Rent		9,299			6,835
Real Estate Fees		717			-
Travel		1,060			11,166
Salary		6,570			13,650
Total Operating Expenses		72,837			170,988
Income/(Loss) from continuing operations		(12,303	)		(72,045	)
Loss on Sale of Property		(70,611	)		-
Interest Expense		(8,553	)		-
Loss on Impairment of Website		(30,863	)		-
Income (loss) before income taxes		(122,330	)		(72,045	)
Net Income (loss)		(122,330	)	$	(72,045	)
Basic and Diluted Income (Loss) Per Share from continuing operations	$	(0.00	)*	$	(0.00	)*
Basic and Diluted Income (Loss) Per Share from all operations	$	(0.00	)*	$	(0.00	)*
Weighted Average of Common Shares Outstanding basic and diluted		12,470,338			12,431,543

REPORTS TO SECURITY HOLDERS

*Upon ~~denotes~~the ~~income~~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 ~~loss~~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 Group’s website at www.otcmarkets.com. With respect to disclosures filed or furnished to the Commission, you may obtain copies of ~~less~~our ~~than~~prior $0and future reports from the Commission’s Public Reference Room at 100 F Street, N.01E., ~~per~~Washington, ~~share~~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.

~~See~~Item ~~accompanying~~1A. ~~notes~~Risk ~~to Audited financial statements~~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.

~~INTERNATIONAL~~We ~~ENDEAVORS~~have ~~CORPORATION~~substantial customer concentration, with two customers accounting for all of our 2025 revenues.

~~STATEMENT~~We OFcurrently ~~CHANGES~~derive INall ~~SHAREHOLDERS'~~of our ~~EQUITY~~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 (~~DEFICIT~~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.

~~(Audited)~~We cannot assure you that our current business plan will be successful as initiation of our property development projects require significant upfront financing.

	Common Stock Number of Shares		Amount		Additional Paid in Capital		Accumulated Earnings (Deficit)			Total
Balance, December 31, 2014		12,210,337	$	12,210	$	384,026	$	(207,253	)	$	188,983
Stock issued for cash consideration		260,001		260		38,740		—			39,000
Net loss for the year ended December 31, 2015		—		—		—		(72,045	)		(72,045	)
Balance, December 31, 2015-Restated		12,470,338	$	12,470	$	422,766	$	(279,298	)	$	155,938
Net loss for the year ended December 31, 2016								(122,330	)		(122,330	)
Balance December 31, 2016		12,470,338		12,470		422,766		(401,628	)		33,608

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.

~~See~~We ~~accompanying~~are ~~notes~~susceptible to consumer ~~audited~~demand ~~financial statements~~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 government’s 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.

~~INTERNATIONAL~~We ~~ENDEAVORS~~may ~~CORPORATION~~face construction services shortages which may adversely affect our ability to deliver modular units.

~~STATEMENT~~Though OFour ~~CASH~~critical ~~FLOWS~~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.

	December 31, 2016 (Audited)			December 31, 2015 (Audited-Restated)
Cash Flows from Operating Activities
Net Income (loss)	$	(122,330	)	$	(72,045	)
Adjustments to Reconcile Net Income (Loss) To Net Cash Provided by (Used In) Operating Activities:
Deposits		(2,000	)		-
Deferred Revenue		-			(23,500	)
Accounts Payable		(3,200	)		(4,800	)
Derivative Liability		49,554			-
Amortization		-			6,637
Depreciation		1,454			779
Net Cash Provided/used by Operating Activities-continuing operations		(76,522	)		(92,929	)
Investing Activities
Loss on Impaired Website (Net)		30,863			-
Purchased Equipment (Computer)		(4,900	)		-
Purchased Equipment (Restaurant)		(27,334	)		-
Purchased Building		(148,500	)		-
Purchased Land (13.85 Acres)		(99,000	)		-
Purchased Land (23446 Hwy 79)		(274,560	)		-
Purchased Land Improvement (23446 Prop)		(29,135	)		-
Sale of Land (10 Acres)		108,258			-
Sale of Land Improvements (Net)		11,021			-
Purchased Website		-			(33,500	)
Net Cash provided/used by Investing Activities		(433,287	)		(33,500	)
Financing Activities
Notes Payable		504,126			-
Sale of Stock		-			39,000
Net Cash Provided/used by Financing Activities		504,126			39,000
Increase (decrease) in Cash		(5,683	)		(87,429	)
Cash at Beginning of Year		8,996			96,425
Cash at End of Year	$	3,313		$	8,996

We are subject to warranty risks.

~~See~~Our ~~accompanying~~property ~~notes~~development business is subject to ~~Audited~~warranty ~~financial~~and ~~statements~~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.

~~INTERNATIONAL~~If ~~ENDEAVORS~~we ~~CORPORATION~~are unable to protect the confidentiality of our trade secrets, our business and competitive position would be harmed.

~~NOTES~~We TOmay ~~THE~~rely ~~FINANCIAL~~on ~~STATEMENTS~~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.

~~Note~~We 1are -also ~~SUMMARY~~subject to OFother ~~SIGNIFICANT~~risks ~~ACCOUNTING~~and ~~POLICIES~~uncertainties that affect many other businesses, including:

A· ~~summary~~increasing costs, the volatility of costs and funding requirements and other legal mandates for employee benefits, especially pension and healthcare benefits; · the ~~significant~~increasing ~~accounting~~costs ~~policies~~of ~~applied~~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; · the impact of any international conflicts on the U.S. and global economies in general, the ~~preparation~~transportation industry or us in particular, and what effects these events will have on our costs or the demand for our products; · any impacts on our business resulting from new domestic or international government laws and regulation; · market acceptance of our products and growth initiatives; · the ~~accompanying~~impact ~~financial~~of ~~statements~~technology ~~follows~~developments on our products and on demand for our products; · 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; · widespread outbreak of an illness or any other communicable disease, or any other public health crisis; · availability of financing on terms acceptable to our ability to maintain our current credit ratings, especially given the capital intensity of our operations. · our ability to attract, maintain, and grow our customer base and engage our customers; · pricing for our products and services; · our ability to diversify and grow our revenue; · changes in macroeconomic conditions, political and legal environments; · adverse legal proceedings or regulatory enforcement actions, judgments, settlements, or other legal proceeding and enforcement-related costs; · our ability to attract and retain talent; and · our ability to compete with our competitors.

BUSINESS AND BASIS OF PRESENTATION

International Endeavors Corporation. ("IEC") was incorporated under the laws of the State of Nevada on May 7, 2014.

IEC 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, and private labeling of wine for wine distribution.

The Company is in the development stage as defined under Statement on Financial Accounting Standards Accounting Standards Codification FASB ASC 915-205 "Development-Stage Entities."

BASIS OF PRESENTATION

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America, and pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC") and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company as of the years ended December 31, 2016 and December 31, 2015.

ESTIMATES

The preparation of the financial statement in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts. Accordingly, actual results could differ from those estimates.

CASH AND CASH EQUIVALENTS

The Company maintains a cash balance in a non-interest-bearing account that currently does not exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. There were no cash equivalents as of December 31, 2016 and 2015.

ACCOUNTS RECEIVABLE

Trade receivables are carried at original invoice amount. We recognize revenue from sales or services rendered when the following four criteria are met: persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the selling price is fixed or determinable, and collectability is reasonably assured. Receivables past due for more than 120 days are considered delinquent. Management determines uncollectible accounts by regularly evaluating individual customer receivables and considering a customer's financial condition, credit history, and current economic conditions and by using historical experience applied to an aging of accounts. Recoveries of trade receivables previously written off are recorded when received. Management has determined that the allowance for doubtful account should be $0.

~~FAIR~~Risks ~~VALUE~~Related OFto ~~FINANCIAL~~Our ~~INSTRUMENTS~~Finances ~~AND~~and ~~DERIVATIVE~~Capital ~~FINANCIAL INSTRUMENTS~~Requirements

We ~~have~~will ~~adopted~~need ~~Accounting~~additional funding ~~Standards Codification regarding Disclosure About Derivative Financial Instruments~~ and ~~Fair~~may Value of Financial Instruments. The carrying amounts of cash, accounts payable, accrued expenses, and other current liabilities approximate fair value because of the short maturity of these items. These fair value estimates are subjective in nature and involve uncertainties and matters of significant judgment, and, therefore, cannot be ~~determined~~unable ~~with~~to ~~precision.~~raise ~~Changes~~capital inwhen ~~assumptions could significantly affect these estimates. We do not hold or issue financial instruments for trading purposes~~needed, ~~nor~~which dowould weforce ~~utilize~~us ~~derivative~~to ~~instruments~~delay inany ~~the~~property ~~management~~development ofprojects ~~foreign exchange, commodity price~~ or ~~interest~~land ~~rate market risks~~parcels acquisitions.

~~FEDERAL~~Our ~~INCOME~~business ~~TAXES~~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.

~~Deferred~~Raising ~~income~~additional ~~taxes~~capital may ~~are~~cause ~~reported~~a ~~for~~dilution ~~timing differences between items~~ of ~~income~~ownership orinterests expense reported in the financial statements and those reported for income tax purposes in accordance with Accounting Standards Codification regarding Accounting for Income Taxes, which requires the use of the asset/liability method of accounting for income taxes. Deferred income taxes and tax benefits are recognized for the future tax consequences attributable to ~~differences~~our ~~between the financial statement carrying amounts of~~ existing ~~assets~~stockholders and liabilities and their respective tax bases, and for tax loss and credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or ~~settled.~~restrict ~~Deferred~~our ~~taxes are provided for the estimated future tax effects attributable to temporary differences and carryforwards when realization is more likely than not~~operations.

~~NET~~Until ~~INCOME~~such ~~PER~~time, ~~SHARE~~if OFever, as ~~COMMON~~we ~~STOCK~~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.

WeIf ~~have~~we ~~adopted~~are ~~Accounting~~unable ~~Standards~~to ~~Codification~~raise additional ~~regarding~~funds ~~Earnings~~through ~~per~~equity ~~Share,~~or ~~which~~debt ~~requires~~financings ~~presentation~~when ofneeded, ~~basic~~we ~~and~~may ~~diluted~~be ~~EPS~~required ~~on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation~~ to ~~the~~delay, ~~numerator and denominator of the diluted EPS computation. In the accompanying financial statements~~limit, ~~basic~~reduce ~~earnings~~or ~~per~~terminate ~~share~~our ofproperty ~~common~~development projects ~~stock~~in isour ~~computed~~target ~~by dividing net income by the weighted average number of shares of common stock outstanding during the period~~markets. ~~We do not have a complex capital structure requiring the computation of diluted earnings per share.~~

~~INTERNAL~~We ~~WEBSITE~~are ~~DEVELOPMENT~~indebted ~~COSTS~~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.

~~Under~~Pursuant ~~ASC350-50,~~to ~~Website~~the ~~Development~~Stock ~~Costs,~~Purchase Agreement ~~costs~~dated ~~and~~January ~~expenses~~22, ~~incurred~~2025, ~~during~~ the ~~planning~~two ~~and~~convertible ~~operating~~promissory ~~stages~~notes ofwere ~~the~~purchased ~~Company's~~and ~~website~~assigned ~~are~~to ~~expensed~~Zenith as(HK) ~~incurred~~on January 30, 2025. On ~~Under~~February ~~ASC~~28, ~~350-50~~2025, ~~costs~~Zenith ~~incurred~~(HK) inwaived all rights to convert the ~~website~~outstanding ~~application~~principal amount and ~~infrastructure~~any ~~development~~accrued ~~stages~~but ~~are~~unpaid ~~capitalized~~interest byunder 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 ~~amortized~~payable. We do not expect to ~~expense~~generate ~~over~~sufficient ~~the~~cash ~~website's~~flow ~~estimated~~to ~~useful~~repay ~~life~~these ornotes ~~period~~within ofthe ~~benefit~~next twenty-four months. ~~The~~There ~~Company's~~is ~~website~~no ~~asset~~assurance ~~was~~that ~~computed~~we ~~using~~can agenerate ~~useful~~sufficient ~~life~~cash offlow ~~the~~to ~~asset~~repay ofthese ~~five~~notes ~~years~~after such twenty-four-month period, if ever. If Atwe ~~December~~are 31required to repay these notes prior to achieving profitability, ~~2016~~our ~~the~~ability ~~Company's~~to ~~web~~implement ~~site~~our ~~was~~business ~~written~~plan ~~off~~or asto ~~the~~expand ~~result~~our business ofmay anbe ~~impairment~~significantly ~~loss~~delayed.

~~IMPAIRMENT~~Risks OFRelating ~~LONG-LIVED~~to ~~ASSETS~~Doing Business in Hong Kong.

~~The~~We ~~Company~~face ~~evaluates~~ the ~~recoverability~~risk ofthat changes ~~long-lived~~in ~~assets and~~ the ~~related~~policies ~~estimated~~of ~~remaining~~the ~~lives~~PRC atgovernment ~~each~~could ~~balance~~have ~~sheet~~a ~~date.~~significant ~~The~~impact ~~Company~~upon ~~records~~the anbusiness ~~impairment~~we ormay ~~change~~be inable ~~useful~~to ~~life~~conduct ~~whenever events or changes~~ in ~~circumstances~~Hong ~~indicate~~Kong and ~~that~~ the ~~carrying~~profitability ~~amount~~of ~~may~~such ~~not be recoverable or the useful life has changed~~business.

~~DEVELOPMENT~~The ~~STAGE~~mainland ~~ENTERPRISE~~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.

The Company's financial statements are prepared pursuant to the provisions of Topic 26, "Accounting for Development Stage Enterprises," as it devotes substantially all of its efforts to acquiring, developing, producing and distributing media as well as marketing commercial videos and developing APPs for distribution that will eventually provide sufficient net profits to sustain the Company's existence. Until such interests are engaged in major commercial production, the Company will continue to prepare its financial statements and related disclosures in accordance with entities in the development stage.

~~REVENUE~~We ~~RECOGNITION~~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:

~~The~~· ~~Company~~changes ~~recognizes revenue~~ in ~~accordance with Accounting Standards Codification No. 605~~laws, ~~"Revenue~~regulations ~~Recognition"~~or ~~("ASC-605"),~~their ~~ASC-605 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists~~interpretation; ~~(2)~~· ~~delivery~~confiscatory ~~has occurred~~taxation; ~~(3)~~· ~~the~~restrictions ~~selling price is fixed and determinable; and (4) collectibility is reasonably assured. Determination of criteria (3) and (4) are based~~ on ~~management's~~currency ~~judgments~~conversion, ~~regarding~~imports ~~the~~or ~~fixed~~sources ~~nature~~ of ~~the~~supplies, ~~selling~~or ~~prices~~ability ~~of the products delivered and the collectibility of those amounts. Provisions for discounts and rebates~~ to ~~customers,~~continue ~~estimated~~as ~~returns~~a ~~and allowances, and other adjustments are provided~~ for-profit inenterprise; ~~the~~· ~~same~~expropriation ~~period the related sales are recorded. The Company will defer any revenue for which the product has not been delivered~~ or isnationalization ~~subject~~of toprivate ~~refund~~enterprises; ~~until such time that the Company~~ and ~~the~~· ~~customer jointly determine that~~ the ~~product~~allocation ~~has~~of ~~been delivered or no refund will be required~~resources.~~The Company's revenues have been generated through lease agreements for our RV property and wine tours.~~

~~The~~Substantial ~~terms~~uncertainties and ofrestrictions ~~these~~with ~~lease~~respect ~~agreements~~to ~~generally~~the ~~consist~~political ~~solely~~and ofeconomic ~~upfront~~policies ~~payments~~of ~~which are refundable should~~ the ~~lessee~~PRC ~~choose~~government toand ~~terminate~~PRC ~~the~~laws ~~lease~~and ~~within~~regulations 10could ~~(ten)~~have ~~days~~a ofsignificant impact ~~signing~~upon the ~~lease~~business ~~agreement.~~that ~~After~~we 10may ~~(ten)~~be ~~days~~able ~~the~~to ~~lease~~conduct ~~payment~~in ~~becomes~~the ~~non-refundable. Revenues~~PRC ~~from~~and ~~leasing~~accordingly ~~fees~~on ~~are recognized upon~~ the ~~client's~~results ~~completion~~ of ~~the~~our ~~lease~~operations ~~agreement~~and financial condition.

~~For~~While ~~the~~Hong ~~years~~Kong ~~ended~~currently operates ~~December~~under ~~31,~~a ~~2016~~separate ~~and~~legal ~~2015,~~framework ~~all~~from ~~payments~~mainland ~~met~~China, there remains the ~~above~~possibility ~~criteria~~that ~~thereby~~Hong ~~allowing~~Kong’s ~~for~~legal ~~the~~framework ~~recognition~~will become ofmore ~~revenue~~closely ~~for~~aligned with the ~~lease~~legal ~~arrangements~~framework ~~upon~~of ~~the~~mainland ~~signing~~China, ofincluding ~~the~~their ~~lease~~interpretation, ~~agreement~~implementation, and ~~for~~enforcement. Changes ~~the~~to ~~wine~~Hong ~~tours~~Kong’s ~~upon~~legal ~~acceptance~~or ofregulatory ~~payment~~frameworks ~~for~~may be introduced with limited or no advance notice. Our operations may also be influenced by the ~~tour~~current and future political and regulatory environment in mainland China. ~~When~~Should ~~non~~regulatory requirements from mainland China be extended to Hong Kong-~~refundable~~based ~~payments~~companies dosuch ~~not~~as ~~meet~~ ours, this ~~criteria~~could create uncertainty regarding potential future restrictions on capital flows, ~~the~~foreign ~~revenues~~listings, ~~are~~or ~~recognized~~operational ~~over~~requirements. ~~the~~Such ~~expected~~developments ~~period~~may affect various aspects of ~~performance~~our business, including taxation, import and export controls, healthcare and environmental regulations, land use, and property ownership rights. We ~~periodically~~may ~~review~~also ~~for~~face increased ~~any~~compliance ~~expected~~obligations, ~~period~~operational ofdisruptions, ~~substantial~~or ~~involvement~~limitations ~~under~~on ~~the~~our ~~agreements~~ability ~~that~~to ~~provide~~access ~~for~~international ~~non-refundable~~capital ~~up-front payments~~markets. If ~~ever~~As ~~applicable~~a result, weour ~~will~~business, ~~adjust~~financial condition, results of operations, the ~~amortization~~value ~~periods~~of ~~when~~our ~~appropriate~~securities, and our ability to ~~reflect~~offer ~~changes~~or incontinue ~~assumptions~~to offer ~~relating~~securities to ~~the~~investors ~~duration~~may ofbe ~~our~~materially ~~expected~~and ~~involvement~~adversely affected.

~~STOCK~~Accordingly, ~~BASED~~government ~~COMPENSATION~~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.

~~The~~There ~~Company~~are ~~recognizes~~substantial ~~stock-based~~uncertainties regarding ~~compensation~~the ininterpretation ~~accordance~~and ~~with~~application ~~ASC~~of ~~Topic~~PRC ~~718~~laws ~~"Stock~~and ~~Compensation"~~regulations, ~~which~~including, ~~requires~~but not limited to, the ~~measurement~~laws and ~~recognition~~regulations governing our business, or the enforcement and performance of ~~compensation~~our ~~expense~~contractual ~~for~~arrangements ~~all~~with ~~share-based~~borrowers ~~payment~~in ~~awards~~the ~~made~~event of the imposition of statutory liens, death, bankruptcy or criminal proceedings. Only after 1979 did the Chinese government begin to ~~employees~~promulgate ~~and~~a ~~directors~~comprehensive ~~including~~system of ~~employee~~laws ~~stock~~that ~~options~~regulate economic affairs in general, deal with economic matters such as foreign investment, corporate organization and ~~employee~~governance, commerce, ~~stock~~taxation ~~purchases~~and ~~related~~trade, toas anwell ~~Employee~~as ~~Stock~~encourage ~~Purchase~~foreign ~~Plan~~investment ~~based~~in onChina. Although the ~~estimated~~influence ~~fair~~of ~~values~~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. ~~For~~Also, ~~non-employee~~because ~~stock-based~~these ~~compensation~~laws and regulations are relatively new, weand ~~have~~because ~~adopted~~of ~~ASC~~the ~~Topic~~limited ~~505~~volume ~~"Equity-Based~~of ~~Payments~~published cases toand ~~Non-Employees"~~their lack of force as precedents, ~~which~~interpretation ~~requires~~and ~~stock-based~~enforcement ~~compensation~~of ~~related~~these tolaws ~~non-employees~~and toregulations involve significant uncertainties. New laws and regulations that affect existing and proposed future businesses may also be ~~accounted~~applied ~~for~~retroactively. ~~based~~In onaddition, ~~the~~there ~~fair~~have been ~~value~~constant changes and amendments of laws and regulations over the ~~related~~past ~~stock~~30 oryears ~~options~~in ororder to keep up with the ~~fair~~rapidly ~~value~~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 ~~services~~future ondirection of Chinese legislative activities with respect to either businesses with foreign investment or the ~~grant~~effectiveness on ~~date~~enforcement of laws and regulations in China. The uncertainties, ~~whichever~~including isnew ~~more~~laws ~~readily~~and ~~determinable~~regulations inand ~~accordance~~changes ~~with~~of ~~ASC~~existing ~~Topic~~laws, ~~718~~as well as, may cause possible problems to foreign investors.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In June 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-10, "Development Stage Entities". The amendments in this update remove the definition of a development stage entity from the Master Glossary of the ASC thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The amendments in this update are applied retrospectively. The adoption of ASU 2014-10 removed the development stage entity financial reporting requirements for the Company. As a result the Company has elected not to present inception numbers in accordance with ASU-2014-10.

RECLASSIFICATIONS

Certain prior year amounts have been reclassified for comparative purposes to conform to the current-year financial statement presentation. Thesereclassifications had no effect on previously reported results of operations. In addition, certain prior year amounts from the restated amounts have been reclassifiedfor consistency with the current period presentation.

~~Note~~Although 2the -PRC ~~Uncertainty~~government has been pursuing economic reform policies for more than two decades, ~~going~~the ~~concern:~~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 ~~Company's~~Chinese ~~financial~~government exerts ~~statements~~substantial ~~are~~influence ~~prepared~~over ~~using~~the ~~generally~~manner ~~accepted~~in ~~accounting~~which ~~principles~~we inmust ~~the~~conduct ~~United~~our ~~States~~business ofactivities. ~~America~~We ~~applicable~~are tocurrently anot ~~going~~required ~~concern~~to obtain ~~which~~approval ~~contemplates~~from ~~the~~Chinese ~~realization~~authorities ofto ~~assets~~list ~~and~~on ~~liquidation~~U.S. ofexchanges. ~~liabilities~~However, into the ~~normal~~extent ~~course~~that ofthe ~~business.~~Chinese ~~The~~government ~~Company~~exerts ~~has~~more ~~not~~control over ~~yet~~offerings ~~established~~conducted anoverseas ~~ongoing~~and/or ~~source~~foreign ofinvestment ~~revenues~~in ~~sufficient~~China-based toissuers ~~cover~~over ~~its~~time ~~operating~~and ~~costs~~if towe ~~allow~~were itrequired to ~~continue~~obtain asapproval in ~~a going concern. As of December 31, 2016~~ the ~~Company~~future ~~had an accumulated deficit of $401,628~~ and aswere ofdenied ~~December~~permission ~~31,~~from ~~2015~~Chinese ~~the~~authorities ~~Company~~to ~~had~~list anon ~~accumulated~~U.S. ~~deficit of $279~~exchanges,~~298.~~ ~~The~~we ~~ability~~will ofnot ~~the~~be ~~Company~~able to continue aslisting aon U.S. ~~going~~exchange ~~concern~~and ~~is dependent on~~ the ~~Company~~value ~~obtaining~~of ~~adequate~~our ~~capital~~common tostock ~~fund~~may ~~operating~~significantly ~~losses~~decline ~~until~~or itbecome ~~becomes profitable. If the Company is unable to obtain adequate capital~~worthless, itwhich ~~could~~would bematerially ~~forced~~affect tothe ~~cease~~interest of ~~operations~~the investors.

InRegulatory ~~order~~authorities toin mainland China continue asto play a ~~going~~significant ~~concern,~~role ~~the~~in ~~Company~~overseeing ~~will~~various ~~need,~~sectors ~~among~~of ~~other~~Hong ~~things~~Kong’s economy through laws, ~~additional~~regulations, and ~~capital~~state ~~resources~~involvement and ownership. ~~The~~While ~~Company~~we isare ~~contemplating~~based ~~conducting~~in anHong ~~offering~~Kong ofand operate under its ~~debt~~separate orlegal ~~equity~~system, ~~securities~~future changes in local laws and regulations—including those related to ~~obtain~~taxation, ~~additional~~environmental ~~operating~~compliance, ~~capital~~land use, property rights, and other areas—may impact our operations. The ~~Company~~central isor ~~dependent~~local ~~upon~~governments ~~its~~of ~~ability~~these jurisdictions may impose new, stricter regulations or interpretations of existing regulations that would require additional expenditures and ~~will~~efforts ~~continue~~on our part to ~~attempt~~ensure our compliance with such regulations or interpretations. Accordingly, government actions in the future, including any decision not to ~~secure~~continue ~~equity~~to support recent economic reforms and~~/or~~ ~~debt~~to ~~financing.~~return ~~There~~to ~~are~~a nomore ~~assurances~~centrally ~~that~~planned economy or regional or local variations in the ~~Company~~implementation ~~will~~of beeconomic ~~successful~~policies, ~~and~~could ~~without~~have a ~~sufficient~~significant ~~financing~~effect iton ~~would~~economic beconditions ~~unlikely~~in ~~for~~China ~~the~~or ~~Company~~particular regions thereof, and could require us to ~~continue~~divest asourselves aof ~~going~~any ~~concern~~interest we then hold in Chinese properties.

~~The~~For ~~ability~~example, ofjust ~~the~~days ~~Company~~after Didi toGlobal ~~continue~~Inc. as(NYSE: aDIDI) ~~going~~completed ~~concern~~its is$4.4 ~~dependent~~billion ~~upon~~IPO ~~its~~on ~~ability~~June to30, ~~successfully~~2021, ~~accomplish~~ the ~~plans~~Chinese ~~described~~cybersecurity inregulator ~~the~~announced ~~preceding~~on ~~paragraph~~July ~~and~~2, 2021, ~~eventually~~that ~~secure~~it ~~other~~had ~~sources~~begun an investigation of ~~financing~~Didi ~~and~~for ~~attain~~failure ~~profitable~~to ~~operations.~~comply ~~These~~with ~~financial~~data ~~statements~~and docybersecurity ~~not~~laws ~~include~~and ~~any~~two ~~adjustments~~days ~~relating~~later toordered that the ~~recoverability~~company’s ~~and~~app ~~classification~~be ofremoved ~~recorded~~from ~~asset~~smartphone ~~amounts~~app stores. Eventually, oron ~~amounts~~July ~~and~~21, ~~classification~~2022, ofthe ~~liabilities~~CAC ~~that~~fined ~~might~~Didi ~~result~~approximately $1.19 billion, and Didi formally delisted from ~~this~~the ~~uncertainty~~NYSE on June 13, 2022.

~~Note~~As 3such, the Company’s 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. ~~Assets~~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 Company’s 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.

~~The~~Furthermore, it is uncertain when and whether the Company ~~acquired~~will ~~land~~be ~~October~~required ~~10,~~to ~~2014~~obtain inpermission from the ~~wine~~PRC ~~country~~government ofto ~~Temecula,~~list ~~California~~on atU.S. ~~46454~~exchanges Dein ~~Portola~~the ~~Road~~future, ~~Temecula~~and even when such permission is obtained, ~~California~~whether ~~for~~it ~~the~~will ~~price~~be ofdenied ~~$108,258~~or rescinded. ~~Since~~Although the ~~acquisition~~Company ~~$11,800~~is ~~was~~currently ~~paid~~not ~~for~~required ~~the~~to ~~development~~obtain permission from any of the ~~land~~PRC ~~for~~federal ~~the~~or ~~purpose~~local ofgovernment ~~leasing~~to obtain such permission and has not received any denial to ~~Recreational~~list ~~Vehicles~~on the U.S. exchange, Asour ofoperations ~~July~~could 22be adversely affected, ~~2016~~directly ~~the~~or ~~above~~indirectly, ~~Land~~by existing or future laws and ~~improvement~~regulations ~~was~~relating ~~sold~~to ~~for~~its business ~~the~~or ~~amount~~industry. ofAs ~~$75~~a result,~~000~~ ~~creating~~our acommon ~~loss~~stock ofmay ~~after~~decline ~~escrow~~in ~~fees~~value ofdramatically ~~$(45,111)~~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.

The company opened escrow on May 25, 2016 with a $5,000 non-refundable deposit for a 28 acre parcel of land at 37448 Hwy 79 Warner springs, CA 92086. The Company extended escrow through 2 payments of $10,000 totaling $20,000 which were non-refundable. An additional $40,000 was paid into escrow on September 30, 2016. In October of 2016 the 28 acres of land for which the company had paid $65,000 into escrow fell out of escrow as the interest rate on the anticipated loan was not within the company's expectations. On October 14 of 2016 $39,500 was refunded to the Company and $25,500 was a non- refundable fee which was initially required to extend the escrow.

On October 4, 2016 we entered into escrow for a property located at23446 Hwy 79 Warner Springs, CA 92086 with a deposit of $1,000. We made a down payment on the property of $144,403 on October 21, 2016andassumed a note for the acquisition from FlemmingHolgerson for $306,945 with terms of principal plus 6% payments in the amount of $2,364.22 to be made monthly until March 14, 2019 at which time a balloon payment in the amount of $282,533 is due. Total cost for the property was $450,394 (inclusive of fees associated with the purchase). The property currently generates monthly rental income in the amount of $1,205. An additional gross amount of $29,135 was paid for land improvement costs.

Detailed Valuation for the property	$ Amount
Building Valuation		148,500
Restaurant and equipment		18,809
Furniture and fixtures		8,525
Land Valuation		274,560
Accumulated Depreciation(Building and equipment)		964

On November 8, 2016 we entered into escrow for the acquisition of 13.85 acres which consisted of parcel number 112-030-21-00 in San Diego County, Ca 92086 for $99,742 (inclusive of associated purchase fees), with a deposit of $1,000. Terms of the acquisition were $29,319 which was paid on December 7, 2016 as a down payment and a first loan in the amount of $70,000. The note is payable as interest only with monthly payments of $291.67 per month, including 5% interest per annum, due and payable three years from close of escrow or sooner with no prepayment penalty and a balloon payment due on December 15, 2019.

~~Deposits~~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 July 6, 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.

~~There~~In ~~were~~April ~~two~~2020, ~~deposits~~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 ~~properties~~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 ~~total~~large amount of $2personal 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 ~~2016~~other asnations ~~follows:~~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.

OnThe ~~December~~aforementioned ~~23,~~policies and ~~2016~~any arelated ~~deposit~~implementation inrules ~~the~~to ~~amount~~be ofenacted ~~$1,000~~may ~~was~~subject ~~paid~~us onto aadditional ~~property~~compliance ~~located~~requirement atin ~~45525~~the ~~CA-79~~future. ~~Unit~~While ~~286~~we ~~Riverside~~believe that CAour ~~92536.On~~operations ~~January~~are ~~24th~~not ofaffected ~~2017~~by ~~the~~this, ~~company~~as ~~closed~~these ~~escrow~~opinions onwere recently issued, official guidance and interpretation of the ~~property~~opinions remain ~~for~~unclear anin ~~original~~several ~~escrow~~respects ~~amount~~at ofthis ~~$24~~time. Therefore,~~057~~ ~~IEC~~we ~~was~~cannot ~~refunded~~assure ~~$454~~you ~~from~~that ~~escrow~~we onwill ~~January~~remain ~~31,~~fully ~~2017~~compliant ~~leaving~~with aall ~~total~~new ~~property~~regulatory requirements ~~acquisition~~of ~~cost~~these ~~$23,603. There~~opinions ~~are~~or noany ~~notes~~future implementation rules on ~~this~~a ~~property~~timely basis, or at all.

OnThe ~~November~~Holding ~~15,~~Foreign Companies ~~2016~~Accountable weAct ~~entered~~requires ~~into escrow for~~ the ~~purchase~~Public ofCompany ~~222~~Accounting ~~acres~~Oversight ~~located~~Board in(PCAOB) ~~Warner~~to ~~Springs,~~be CApermitted ~~consisting~~to ofinspect ~~four~~the ~~parcels~~issuer's ofpublic accounting ~~land:~~firm ~~Parcel~~within ~~numbers~~three ~~114-030-29-00~~years. ~~and~~This ~~114~~three-~~050-20-00~~year ~~and~~period ~~114-050-21-00~~was ~~and~~shortened ~~114-050-22-00,~~to ~~for~~two aupon ~~total~~the ~~purchase~~enactment ~~price~~ of ~~$425,000~~the ~~with~~Consolidated ~~a deposit of $1~~Appropriations Act,~~000~~ on2023. ~~November~~There ~~17,~~are ~~2016.~~uncertainties Aunder ~~first~~the ~~loan~~PRC ofSecurities ~~274,000~~Law ~~was~~relating to bethe ~~assumed~~procedures and arequisite ~~second~~timing ~~loan~~for ofthe ~~150,000~~U.S. ~~was~~securities regulatory agencies to beconduct ~~through~~investigations ~~conventional~~and ~~financing.~~collect ~~Escrow~~evidence ~~was~~within ~~scheduled~~the toterritory beof ~~closed~~the 21PRC. ~~days~~If ~~from~~ the ~~date~~U.S. ofsecurities ~~entering~~regulatory agencies ~~escrow;~~are ~~however,~~unable ~~due~~ to ~~cultural~~conduct ~~findings~~such ofinvestigations, ~~Indian~~they ~~artifacts~~may onsuspend ~~the~~or ~~property~~de-register ~~escrow~~our ~~was~~registration ~~cancelled~~with onthe ~~May~~SEC 5,and ~~2017~~delist ~~and~~our ~~the~~securities from ~~Company's~~applicable ~~deposit~~trading ofmarket ~~$1,000~~within ~~was~~the ~~refunded~~US.

~~Depreciation~~The ~~Policy~~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.

The Company values its investment in property and equipment at cost less accumulated depreciation. Our depreciation policy is to compute primarily by the straight line method over the estimated useful lives of the assets ranging from three to fifteen years. The Company's land improvement asset was computed using a useful life of the asset of fifteen years. As such the land improvement for the property 46454 De Portola Road, Temecula, California asset was depreciated $779 as of December 31, 2016. The 23446 property building depreciation was at 37.5 years and was $660, the restaurant and equipment was at 5 years and was $304. Computer equipment was 5 years and was $490.

The Company's website was considered impaired and was written off as an impairment loss of $30,863.

Assets 2016	Amount	Assets 2015	Amount
Building	148,500
Restaurant Equipment	27,334
Land	373,560	Land	108,258
Land Improvement	29,135	Land Improvement	11,800
Computer Equipment	4,900	Website	37,500
Accumulated Depreciation	(1,454)		(779)
Accumulated Amortization			(6,637)
Total 2016 Investments	581,975	Total 2015 Investments	150,142

~~Note~~On 4December 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 unable to inspect or investigate completely registered public accounting firms. Each year, the PCAOB will determine whether it can inspect and investigate completely audit firms in mainland China and Hong Kong, among other jurisdictions. Our auditor is based in Hong Kong and is subject to PCAOB inspection. If PCAOB determines in the future that it no longer has full access to inspect and investigate completely accounting firms in mainland China and Hong Kong and 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 ~~Advertising~~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 ~~Marketing~~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.

~~The~~In ~~Company~~the ~~expenses~~event ~~advertising~~the ~~and~~Chinese ~~market~~authorities subsequently ~~development~~take ~~costs~~a asposition ~~incurred~~disallowing the PCAOB to inspect our auditor, then we would need to change our auditor. ~~Total~~Furthermore, ~~advertising~~we ~~and~~cannot assure ~~marketing~~you ~~costs~~whether ~~recorded~~the inSEC ~~advertising~~or other regulatory authorities would apply additional and ~~marketing~~more ~~expenses~~stringent ~~were~~criteria $4to us after considering the effectiveness of our auditor’s audit procedures and quality control procedures,~~990~~ adequacy of personnel and ~~$53~~training,~~978~~ ~~for~~or sufficiency of resources, geographic reach or experience as it relates to the ~~years~~audit ~~ended~~of ~~December~~our 31financial statements. The requirement in the HFCA Act, as ~~2016~~amended ~~and~~by ~~2015~~the Consolidated Appropriations Act, ~~respectively~~2023, that the PCAOB be permitted to inspect the issuer’s 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.

~~Note~~According 5–to ~~Related~~Article ~~Party~~177 ~~Transactions~~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.

~~Restricted~~We ~~shares~~believe inArticle 177 is only applicable where the ~~amount~~activities of 7overseas 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,~~586~~ the SEC or other authorities,~~000~~ ~~shares~~such ~~were~~agencies’ ~~issued~~activities inwill ~~lieu~~constitute conducting an investigation or collecting evidence directly within the territory of ~~cash~~the PRC and accordingly fall within the scope of ~~which~~Article 4177. In that case,~~086,000~~ ~~shares~~the ~~were~~U.S. ~~issued~~securities regulatory agencies may have to ~~Nate~~consider ~~Engel~~establishing atcross-border acooperation ~~par~~with ~~value~~the securities regulatory authority of ~~$.001~~the ~~per~~PRC ~~share~~by ~~and~~way 3of judicial assistance,~~500,000~~ ~~shares~~diplomatic ~~were~~channels ~~issued~~or toestablishing ~~Mary~~a ~~Davis~~regulatory atcooperation ~~par~~mechanism ~~value~~with the securities regulatory authority of $the PRC.~~001~~ ~~per~~However, ~~share~~there onis ~~May~~no ~~27,~~assurance ~~2014~~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.

~~The~~Furthermore, ~~company~~as ~~entered~~Article ~~into~~177 is a ~~promissory~~recently ~~note~~promulgated ~~agreement~~provision, ~~with~~it ~~Christopher~~remains ~~Hayden~~unclear onas ~~October~~to 18how it will be interpreted, ~~2016~~implemented ~~who~~or isapplied aby ~~shareholder~~the Chinese Securities Regulatory Commission or other relevant government authorities. As such, there are uncertainties as to the procedures and requisite timing for the ~~total~~U.S. securities regulatory agencies to conduct investigations and collect evidence within the territory of ~~$100,000~~the PRC. The ~~non~~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-~~convertiblenote~~year isperiod ~~due~~was ~~and~~shortened ~~payable~~to ontwo ~~October~~years 18upon the enactment of the Consolidated Appropriations Act, ~~2017~~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 anthe ~~interest~~SEC ~~rate~~and ofmay 8%also ~~per~~delist ~~annum~~our securities from applicable trading market within the US.

The company entered into a promissory 0%note agreement with Nate Engel October 24, 2016 who is a shareholder and President of the company for the total of $10,000. The sum of $10,000.00 is due and payable on the 24th day of April, 2017. This note may be converted to common stock of the company based on a price of sixty five (65%) percent of the lowest trading price of the previous 5 trading days before request. The Note may never be converted to an amount greater than 9.9% of the issued and outstanding common shares or a control position. The note was amended and extended to October 24, 2017.

The company entered into a promissory note agreement with James White October 27, 2016 who is a shareholder for the total of $10,000. The sum of $10,000.00 is due and payable on the 27th day of April, 2017. This note may be converted to common stock of the company based on a price of sixty five (65%) percent of the lowest trading price of the previous 5 trading days before request. The Note may never be converted to an amount greater than 9.9% of the issued and outstanding common shares or a control position. The note was amended and extended to October 24, 2017.

The company entered into a promissory note agreement with Stephen Hayden December 4, 2016 who is a shareholder for the total of $35,000at 0 percent interest, due and payable on June 4, 2017. The note is convertible to common stock of the company based on a price of sixty five (65%) percent of the lowest trading price of the previous 5 trading days before request.The Note may never be converted to an amount greater than 9.9% of the issued and outstanding common shares or a control position.

The company entered into a promissory note agreement with Christopher Hayden on December 30, 2016 who is a shareholder for the total of $20,000 at 0 percent interest, due and payable on June 30, 2017. The note may be converted to common stock of the company based on a price of sixty five (65%) percent of the lowest trading price of the previous 5 trading days before request. The Note may never be converted to an amount greater than 9.9% of the issued and outstanding common shares or a control position.

Note 6 – Convertible Promissory Notes, Related Parties

On October 24, 2016, the Company executed a convertible promissory note for $10,000 with Nate Engel as consideration for $10,000 he loaned to the Company. This convertible promissory note in unsecured, bears no interest and is due on April 24, 2017. The note is convertible at any time into restricted shares of common stock at a conversion price equal to 65% of the lowest trading price of the previous five trading days before the request to convert is made. The company bifurcated the conversion feature and accounted for it as a derivative liability. The Company recorded the derivative liability at its fair value of $6,731 based on the Black Scholes Merton pricing model and a corresponding debt discount of $6,731 to be amortized utilizing the interest method of accretion over the term of the note. As of December 31, 2016, the Company fair valued the derivative at $6,484 resulting in a gain on the change in the fair value of $247. In addition, $2,515 of the debt discount has been amortized to interest expense. The note was amended and extended to October 24, 2017.

OnAdverse ~~October~~regulatory ~~27,~~developments in ~~2016,~~China ~~the~~may ~~Company~~subject ~~executed~~us ~~a convertible promissory note for $10,000 with James White as consideration for $10,000 he loaned~~ to ~~the~~additional ~~Company. This~~regulatory ~~convertible promissory note is unsecured~~review, ~~bears no interest~~ and isadditional ~~due~~disclosure onrequirements ~~April~~and ~~27,~~regulatory ~~2017.~~scrutiny ~~The note is convertible at any time into restricted shares of common stock at a conversion price equal~~ to ~~65%~~be ofadopted by the ~~lowest~~SEC ~~trading~~in ~~price~~response ofto ~~the~~risks ~~previous~~related ~~five trading days before the request~~ to ~~convert~~recent isregulatory ~~made.~~developments ~~The~~in ~~company~~China ~~bifurcated~~may ~~the~~impose ~~conversion~~additional ~~feature~~compliance ~~and~~requirements ~~accounted~~ for itcompanies like asus awith ~~derivative~~significant ~~liability. The Company recorded the derivative liability at its fair value of $6,733~~ China-based ~~on the Black Scholes Merton pricing model and a corresponding debt discount of $6~~operations,~~733~~ toall ~~be amortized utilizing the interest method~~ of ~~accretion~~which ~~over~~could ~~the~~increase ~~term~~our ofcompliance ~~the note. As of December 31~~costs, ~~2016,~~subject ~~the~~us ~~Company fair valued the derivative at $6,341 resulting in a gain on the change in the fair value of $392. In addition, $2,405 of the debt discount has been amortized~~ to ~~interest~~additional ~~expense~~disclosure requirements. ~~The note was amended and extended to October 27, 2017.~~

OnThe ~~December~~recent 4,regulatory ~~2016~~developments in China, ~~the~~in ~~Company~~particular ~~executed~~with arespect ~~convertible~~to ~~promissory~~restrictions ~~note~~on ~~for~~China-based ~~$35,000~~companies ~~with~~raising ~~Stephen~~capital ~~Hayden as consideration for $35~~offshore,~~000~~ hemay ~~loaned~~lead to ~~the~~additional ~~Company. This~~regulatory review ~~convertible~~in ~~promissory~~China ~~note~~over isour ~~unsecured,~~financing ~~bears~~and nocapital ~~interest~~raising ~~and~~activities isin ~~due~~the onUnited ~~June4, 2017~~States. ~~The~~In ~~note~~addition, iswe ~~convertible~~may atbe ~~any~~subject ~~time~~to ~~into~~industry-wide regulations ~~restricted~~that ~~shares~~may ofbe ~~common~~adopted ~~stock~~by atthe arelevant ~~conversion~~PRC ~~price~~authorities, ~~equal~~which tomay ~~65%~~have of the ~~lowest~~effect ~~trading price~~ of ~~the~~limiting ~~previous~~our ~~five~~service ~~trading~~offerings, ~~days before~~ restricting the ~~request~~scope toof ~~convert~~our isoperations ~~made.~~in ~~The~~China, ~~company~~or ~~bifurcated~~causing the ~~conversion~~suspension ~~feature~~or ~~and~~termination ~~accounted~~of ~~for~~our itbusiness asoperations ain ~~derivative~~China ~~liability. The~~entirely, ~~Company~~all ~~recorded~~of ~~the~~which will ~~derivative~~materially ~~liability~~and atadversely ~~its~~affect ~~fair~~our ~~value of $24~~business,~~489~~ ~~based~~financial oncondition ~~the Black Scholes Merton pricing model~~ and aresults ~~corresponding~~of ~~debt~~operations. ~~discount~~We ofmay ~~$24,489~~have to beadjust, ~~amortized~~modify, ~~utilizing~~or ~~the~~completely change ~~interest~~our ~~method~~business ofoperations ~~accretion~~in ~~over~~response ~~the~~to ~~term~~adverse ofregulatory ~~the~~changes ~~note.~~or Aspolicy ~~of December 31~~developments, ~~2016,~~and ~~the~~we ~~Company~~cannot ~~fair~~assure ~~valued~~you ~~the~~that ~~derivative~~any atremedial action ~~$23,038~~adopted ~~resulting~~by inus acan ~~gain~~be oncompleted ~~the change~~ in ~~the~~a ~~fair value of $1~~timely,~~451.~~ ~~In addition~~cost-efficient, ~~$3,633~~or ofliability-free ~~the~~manner ~~debt~~or ~~discount~~at ~~has been amortized to interest expense~~all.

On ~~December~~ July 30, ~~2016~~2021, ~~the~~in response ~~Company~~to ~~executed~~the arecent ~~convertible~~regulatory ~~promissory~~developments ~~note~~in ~~for~~China ~~$20,000~~and ~~with~~actions ~~Christopher~~adopted ~~Hayden~~by asthe ~~consideration~~PRC ~~for $20~~government,~~000~~ hethe ~~loaned~~Chairman toof the ~~Company. This~~SEC ~~convertible~~issued ~~promissory~~a ~~note~~statement asking isthe ~~unsecured,~~SEC ~~bears~~staff noto ~~interest~~seek ~~and~~additional isdisclosures ~~due~~from onoffshore ~~June~~issuers ~~30,~~associated ~~2017.~~with ~~The~~China-based ~~note~~operating iscompanies ~~convertible~~before attheir registration ~~any~~statements ~~time~~will ~~into~~be ~~restricted~~declared ~~shares~~effective, ofincluding ~~common~~detailed ~~stock~~disclosure atrelated ato ~~conversion~~whether ~~price~~the ~~equal~~issuer toreceived ~~65%~~or ofwere ~~the~~denied permission ~~lowest~~from ~~trading~~Chinese ~~price~~authorities ofto ~~the~~list ~~previous~~on ~~five~~U.S. ~~trading~~exchanges ~~days~~and ~~before~~ the ~~request~~risks tothat ~~convert~~such isapproval ~~made~~could be denied or rescinded. ~~The~~On ~~company~~August 1, ~~bifurcated~~2021, the ~~conversion~~China ~~feature~~Securities ~~and~~Regulatory ~~accounted~~Commission ~~for~~stated itin as a ~~derivative~~statement ~~liability. The~~that ~~Company~~it ~~recorded~~had taken note of the ~~derivative~~new ~~liability~~disclosure atrequirements ~~its~~announced by ~~fair~~the ~~value~~SEC regarding the listings of ~~$13,690~~Chinese ~~based~~companies onand the ~~Black~~recent ~~Scholes~~regulatory ~~Merton~~development ~~pricing~~in ~~model~~China, and athat ~~corresponding~~both ~~debt~~countries ~~discount~~should strengthen ofcommunications ~~$13,690~~on toregulating China-related issuers. We cannot guarantee that we will not be ~~amortized~~subject ~~utilizing~~to ~~the~~tightened ~~interest~~regulatory review ~~method~~and ofwe ~~accretion~~could ~~over~~be ~~the~~exposed ~~term~~to ofgovernment ~~the~~interference ~~note~~in China.

AWe ~~summary~~may ofbe ~~outstanding~~exposed ~~convertible~~to liabilities ~~notes~~under asthe ofForeign ~~December~~Corrupt ~~31,~~Practices ~~2016~~Act, isand asany ~~follows:~~determination that we violated the Foreign Corrupt Practices Act could have a material adverse effect on our business.

Note Holder	Issue Date	Maturity Date	Stated Interest Rate			Principal Balance 12/31/2016
Christopher Hayden	10/18/2016	10/18/2017		8	%	$	100,000
Nate Engel	10/24/2016	4/24/2017		0	%		10,000
James White	10/27/2016	4/27/2017		0	%		10,000
Stephen Hayden	12/4/2016	7/04/2017		0	%		35,000
Christopher Hayden	12/30/2016	6/30/2017		0	%		20,000
Total							175,000
Less debt discount							(43,090	)
Total						$	131,910

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 People’s 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.

AThe ~~summary~~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 ~~activity~~State Administration of Foreign Exchange on Reforming and Regulating Policies on the ~~derivative~~Control ~~liability~~over Foreign Exchange Settlement under the Capital Account, or SAFE Circular 16, effective on June 9, 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 ~~notes~~Hong ~~above~~Kong isDollar, asour ~~follows:~~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.

Balance at December 31, 2015	$	-
Increase to derivative due to new issuances		51,643
Derivative (gain) due to mark to market adjustment		(2,089	)
Balance at December 31, 2016	$	49,554

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.

~~Note~~We 7are 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-~~Notes~~invested ~~Long~~enterprises ~~Term~~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 Regulations–China” 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.

	Holgerson*		Steven Reed*		Total
2017		7,270				7,270
2018		10,972				10,972
2019		283,975		70,000		353,975
2020		-		-		-
Thereafter		302,217		70,000		372,217

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.

*TheMost ~~long~~of ~~term~~our ~~notes~~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 ~~principal~~interpreted ~~only~~to apply to Hong Kong entities, our ability to rely on payments from our Hong Kong subsidiary will be adversely affected.

~~Note~~In 8addition, 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 – ~~Common~~Regulations ~~Stock~~Relating to Foreign Exchange and Dividend Distribution.”

In 2014 the Company authorized the issuance of 7,286,000 founder shares at par value. 3,786,000 shares were issued to Nate Engel and 3,500,000 shares were issued at par value to Mary Davis. In addition 300,000 shares were issued to Nate Engel for $300.

On June 10, 2014 the Company issued 550,000 shares at $.02 per share to Essence, Inc., which were issued for marketing services relating to the procurement of customers for wine tour events and RV space rentals.

On June 12, 2014 the Company issued 250,000 shares at $.02 per share to Hannah Grabowski, which were issued for marketing services relating to the procurement of customers for wine tour events and RV space rentals.

On July 10, 2014 the Company issued 400,000 shares at $.05 per share to Steve Hayden, which were issued for services relating to locating land for development, vineyards, and RV vacation rental sites as well as aiding in the planning of land development for both vineyards and RV vacation rental sites.

On July 7, 2014 the Company issued 560,000 shares at $.05 per share to JJSA Investments, Inc., which were issued for services relating to locating land for development of vineyards, and planning for development of land acquisition for vineyards.

On August 10, 2014 the Company issued 200,000 shares at $.05 per share to Joe Spedafore, which were issued for services relating to locating land for development, vineyards, and RV vacation rental sites as well as aiding in the planning of land development for both vineyards and RV vacation rental sites.

On August 12, 2014 the company authorized the issuance of 500,000 shares to MMT, Inc. at a value of $.05 per share for the development of an APP.

On December 4, 2014, the Company issued 200,000 shares at $.10 per share to Roy Wilson Jr. for marketing services relating to procuring customers for RV space rental, wine touring events and aiding in sales presentations in the Las Vegas, Nevada area.

OnIf ~~November~~any ~~20,~~dividend ~~2014~~is declared in the ~~Company~~future ~~issued~~and ~~45,000~~paid ~~shares~~in ata ~~$.15~~foreign ~~per~~currency, ~~share~~you tomay ~~Green~~be ~~Brook,~~taxed ~~Inc.,~~on ~~which~~a ~~were~~larger ~~issued~~amount ~~for~~in ~~marketing~~U.S. ~~services~~dollars ~~relating~~than to the ~~procurement~~U.S. ofdollar ~~customers~~amount ~~for~~that ~~wine~~you will ~~tour~~actually ~~events~~ultimately ~~and RV space rentals~~receive.

AtIf you are a U.S. holder of our shares of common stock, you will be taxed on the ~~year~~U.S. ~~end~~dollar ~~December~~value 31of your dividends, ~~2014~~if any, at the ~~Company~~time ~~had~~you ~~issued~~receive ~~shares~~them, toeven ~~investors~~if you ~~via~~actually receive a ~~Private~~smaller ~~Offering~~amount of U.S. dollars when the ~~company's~~payment ~~shares~~is in fact converted into U.S. dollars. Specifically, if a dividend is declared and paid in a foreign currency such as ~~follows:~~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.

~~500,000~~Dividends payable to our foreign investors and gains on the sale of our shares ~~were~~of ~~issued~~common atstock ~~$.10~~by ~~per~~our ~~share~~foreign ~~for~~investors ~~$50,000~~may become subject to tax by the PRC.

1Under the Enterprise Income Tax Law and its implementation regulations issued by the State Council of the PRC,~~419~~ unless otherwise provided under relevant tax treaties,~~337~~ 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 ~~were~~by ~~issued~~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.15 ~~per~~If ~~share~~we ~~for~~are $deemed a ~~212~~PRC resident enterprise,~~900~~ 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 Regulations–China ”.

AtOur global income may be subject to PRC taxes under the ~~year~~PRC ~~ended~~Enterprise ~~December~~Income 31Tax Law, ~~2104~~which ~~there~~could ~~were~~have ~~12,~~a ~~210,337~~material ~~shares~~adverse ~~issued~~effect ~~and~~on ~~outstanding~~our results of operations.

AtUnder the ~~year~~PRC ~~ended~~Enterprise ~~December~~Income Tax 31Law, ~~2015~~or the ~~company~~New ~~had~~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 ~~260~~a circular,~~001~~ or ~~shares~~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 ~~three~~offshore ~~shareholders~~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 SAT’s general position on how the “de facto management body” text should be applied in determining the resident status of all offshore enterprises for ~~$39~~the purpose of PRC tax,~~000~~ atregardless aof ~~price~~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.15 ~~per~~In ~~share~~such ~~via~~case, we may be considered a ~~Private~~PRC resident ~~offering~~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 ~~company's~~potential ~~shares~~government regulations facing the Company associated with our operations in Hong Kong, please refer to “Government and Industry Regulations–China”.

At December 31, 2016 and 2015 there were 12,470,338 shares issued and outstanding.

Note 9 – Income Taxes

We account for income taxes in accordance with FASB ASC 740, Income Taxes which requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statement or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.

As of December 31, 2016, December 31, 2015 the Company had net operating loss carry forwards of approximately $401,628 and 279,298 that may be available to reduce future years' taxable income in varying amounts through 2031. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.

The provision for Federal income tax consists of the following:

	December 31, 2016			December 31, 2015
Federal income tax benefit attributable to:
Current Operations	$	18,349		$	10,807
Less: valuation allowance		(18,349	)		(10,807	)
Net provision for Federal income taxes	$	0		$	0

The cumulative tax effect at the expected rate of 15% of significant items comprising our net deferred tax amount is as follows:

	December 31, 2016				December 31, 2015
Deferred tax asset attributable to:
15%		$	60,244			$	41,895
Less: valuation allowance			(60,244	)			(41,895	)
Net deferred tax asset		$	0			$	0

~~Note~~We 10and –our ~~Restatement~~shareholders face uncertainties with respect to indirect transfers of equity interests in PRC resident enterprises by their non-PRC holding companies.

~~The~~On ~~financial~~February ~~statements~~3, ~~have~~2015, ~~been~~the ~~revised~~State Administration toof ~~account~~Taxation ~~for~~issued ~~activity~~an ~~that~~Announcement ~~had~~on ~~premature~~Several ~~recognition~~Issues Concerning Enterprise Income Tax on Income Arising from Indirect Transfers of ~~revenue.~~Property ~~The~~by ~~resulting~~Non-PRC ~~transactions~~Resident ~~affected~~Enterprises, or Announcement 7, with the ~~Company's~~same ~~Sales~~effective date. Under Announcement 7, ~~Deferred~~an ~~Revenue~~“indirect transfer” refers to a transaction where a non-resident enterprise transfers its equity interest and ~~Accumulated~~other ~~deficit~~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 ~~accordance~~addition, ~~with~~Announcement ~~applicable~~7 ~~Generally~~specifies ~~Accepted~~the ~~Accounting~~conditions ~~Principles~~under which an indirect transfer is deemed to lack a reasonable commercial purpose which include: (~~GAAP~~1) 75% or more of the value of the offshore holding company’s equity is derived from Chinese taxable assets, (2) anytime in the ~~Company~~year ~~calculated~~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 ~~recognized~~risks ~~adjustments~~assumed ~~accordingly~~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%.

OnAnnouncement ~~May~~ 7 grants a safe harbor under certain qualifying circumstances, ~~2016~~including transfers in the public securities market and certain intragroup restricting transactions, however, there is uncertainty as to the ~~Company~~implementation ~~filed~~of ~~with~~Announcement 7. For example, Announcement 7 requires the ~~Securities~~buyer to withhold the applicable taxes without specifying how to obtain the information necessary to calculate taxes and ~~Exchange~~when ~~Commission~~the ~~("SEC")~~applicable tax ~~its~~shall ~~reviewed~~be ~~financial~~submitted. ~~statements~~Announcement ~~for~~7 may be determined by the ~~quarter~~tax ~~ended~~authorities ~~March~~to 31be applicable to our offshore restructuring transactions or sale of the shares of our offshore subsidiaries where non-resident enterprises, ~~2016. Following~~being the ~~discovery~~transferors, were involved. Though Announcement 7 does not impose a mandatory obligation of ~~various~~filing ~~material~~the ~~errors~~report of taxable events, the ~~Company~~transferring ~~informed~~party shall be subject to PRC withholding tax if the ~~SEC~~certain ontax ~~May~~filing 23conditions are met. Non-filing may result in an administrative penalty varying from 50% to 300% of unpaid taxes. As a result, ~~2016~~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 ~~these~~we ~~financial~~and ~~statements~~our ~~could~~non-resident enterprises should not be ~~relied~~taxed ~~upon~~under Announcement 7, ~~and~~for onany ~~June~~restructuring 15or disposal of shares of offshore subsidiaries, ~~2016~~which ~~filed~~may ~~its~~have ~~restated~~a ~~audited~~material adverse ~~financial~~effect ~~statements~~on ~~for~~our ~~the~~financial ~~above~~condition ~~mentioned~~and ~~periods~~results of operations.

~~The~~PRC ~~following~~laws ~~table~~and ~~represents~~regulations have ~~the~~established ~~effects~~more ofcomplex ~~the~~procedures ~~subsequent~~for ~~and~~certain ~~first~~acquisitions ~~restated~~of ~~statements~~Chinese ascompanies ofby ~~December~~foreign 31investors, ~~2015.~~which could make it more difficult for us to pursue growth through acquisitions in China.

	Restated Dec 31, 2015			Original Dec 31, 2015
	$			$
Sales		98,943			68.943
Accumulated Deficit		(279,298	)		(279,298	)
Net Loss		(72,045	)		(102,045	)

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.

~~Note~~The 11MOFCOM –Security ~~Subsequent~~Review Rules, ~~Events~~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.

Management has reviewed events between December 31, 2016 to the date that the financials were issued, June 7, 2017, and the following significant events were identified for disclosure:

On January 17th, of 2017 Christopher Hayden loaned the Company $60,000 and was issued a promissory note from the Company due and payable in one year with an interest rate of 0%. The sum of $60,000.00 shall be due and payable on July 17, 2017. This note may be converted to common stock of the company based on a price of sixty five (65%) percent of the lowest trading price of the previous 5 trading days before request. The Note may NEVER be converted to an amount greater than 9.9% of the issued and outstanding common shares or a control position.

On January 24th of 2017 the company closed escrow on a property located at 45525 CA-79 Unit 286 Riverside CA 92536 for a total of $24,057.41 less escrow fees of $454 leaving a property total of $23,603. There are no notes on this property.

From January 1, 2017 through May 30, 2017 the Company sold 900,000 shares of common restricted stock for $90,000 and issued 400,000 shares for services for $40,000 for a total of 1,300,000 shares. At May 30, 2017 there were 13,770,338 shares issued and outstanding.

In January of 2017 the Company sold 200,000 shares of common restricted stock for $20,000.

On February 3, 2017 the Company paid $35,000 to Hill springs Farm for the buyout of the long term lease (lease period was through 2024) on the 23446 Property.

In February of 2017 the Company sold 85,000 shares of common restricted stock for $8,500.

In March of 2017 the Company sold 385,000 shares of common restricted stock for $38,500.

On March 1, 2017 the Company issued 400,000 shares to Avalon Partners, Inc. for $40,000 for services rendered to the Company.

InFurther, ~~April~~if the business of any ~~2017~~target company that the ~~Company~~combined ~~sold~~company ~~230~~seeks to acquire falls into the scope of security review,~~000~~ ~~shares~~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 ~~common~~the ~~restricted~~relevant ~~stock~~regulations ~~for~~to ~~$23~~complete such transactions could be time consuming,~~000~~ 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.

OnIn ~~May 5~~addition, ~~2017~~SAFE promulgated the ~~Company~~Circular ~~received~~on athe ~~refund~~Settlement of ~~its~~Foreign ~~deposit~~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 ~~amount~~business scope ofapproved $1by 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 company’s reinvestment in the PRC. In addition,~~000~~ ~~for~~foreign-invested companies cannot use such capital to make the ~~acquisition~~investments ofin securities, and cannot use such capital to issue the ~~222~~entrusted ~~acre~~RMB ~~property~~loans (except ~~due~~approved in its business scope), repay the RMB loans between the enterprises and the ones which have been transferred to the ~~cancellation~~third party. ofCircular ~~escrow~~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.

~~The~~SAFE ~~company~~issued ~~entered~~the ~~into~~Circular aon Reforming ~~promissory~~and ~~0%note~~Regulating ~~agreement~~Policies ~~with~~on ~~Nate~~the ~~Engel~~Control ~~October~~over 24Foreign Exchange Settlement of Capital Accounts (“Circular 16”), on June 9, 2016, ~~who~~which isbecame aeffective ~~shareholder~~simultaneously. ~~and~~Pursuant ~~President~~to ofCircular ~~the~~16, ~~company~~enterprises ~~for~~registered in the ~~total~~PRC ofmay ~~$10,000.~~also ~~The~~convert ~~sum~~their foreign ofdebts ~~$10,000.00~~from isforeign ~~due~~currency ~~and~~to ~~payable~~RMB on ~~the~~a ~~24th~~self-discretionary ~~day~~basis. Circular 16 provides an integrated standard for conversion of foreign ~~April,~~exchange ~~2017.~~under ~~This~~capital ~~note~~account ~~may~~items be(including ~~converted~~but not limited to ~~common~~foreign ~~stock~~currency ofcapital ~~the~~and ~~company~~foreign ~~based~~debts) on a ~~price~~self-discretionary basis ofwhich ~~sixty~~applies ~~five~~to ~~(65%)~~all ~~percent~~enterprises ofregistered in the ~~lowest~~PRC. ~~trading~~Circular ~~price~~16 ofreiterates the ~~previous~~principle 5that ~~trading~~RMB ~~days~~converted ~~before~~from ~~request.~~foreign ~~The~~currency-denominated capital ~~Note~~of a company may ~~never~~not be ~~converted~~directly toor anindirectly ~~amount~~used ~~greater~~for ~~than~~purpose ~~9.9%~~beyond ofits ~~the~~business ~~issued~~scope ~~and~~or ~~outstanding~~prohibited ~~common~~by ~~shares~~PRC Laws or aregulations, while ~~control~~such ~~position~~converted RMB shall not be utilized as loans to its non-affiliated entities. ~~The~~As ~~note~~Circular ~~was~~16 ~~amended~~is newly issued and ~~extended~~SAFE has not provided detailed guidelines with respect to ~~October~~its 24interpretation or implementation, ~~2017~~it is uncertain how these rules will be interpreted and implemented.

~~The~~Failure ~~company~~to ~~entered~~comply ~~into a promissory note agreement~~ with PRC ~~James~~regulations ~~White~~regarding ~~October~~the ~~27,~~registration ~~2016~~requirements ~~who is a shareholder~~ for ~~the~~employee ~~total~~stock ofownership ~~$10,000.~~plans ~~The~~or ~~sum~~share ofoption ~~$10,000.00~~plans ~~is due and payable on the 27th day of April, 2017. This note~~ may besubject ~~converted to common stock of~~ the ~~company~~PRC ~~based~~plan participants onor aus ~~price of sixty five (65%) percent of the lowest trading price of the previous 5 trading days before request. The Note may never be converted~~ to anfines ~~amount greater than 9.9% of the issued~~ and ~~outstanding~~other ~~common~~legal ~~shares~~ or aadministrative ~~control position~~sanctions. ~~The note was amended and extended to October 27, 2017.~~

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.

~~ITEM~~If 9we become directly subject to the recent scrutiny, criticism and negative publicity involving U.S.-listed ~~CHANGES~~Chinese INcompanies, ~~AND~~we ~~DISAGREEMENTS~~may ~~WITH~~have ~~ACCOUNTANTS~~to ONexpend ~~ACCOUNTING~~significant resources ~~AND~~to ~~FINANCIAL~~investigate ~~DISCLOSURE~~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.

~~There~~U.S. ~~were~~public nocompanies ~~changes~~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 ~~disagreements~~a ~~with~~lack ~~Accountants~~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.

~~ITEM~~In 9Aaddition, major issues with other U. ~~CONTROLS~~S. ~~AND~~listed ~~PROCEDURES~~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) ~~Evaluation~~majority of ~~Disclosure~~our ~~Controls~~officers and ~~Procedures~~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.

AtSubstantially ~~the~~all ~~end~~of our assets are located in Hong Kong. Moreover, a majority of ~~the~~our ~~period~~current ~~covered~~directors byand ~~this~~officers ~~Annual~~are ~~Report~~Hong onKong ~~Form~~nationals ~~10-K~~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 ~~management,~~stockholders ~~under~~to ~~the~~effect ~~supervision~~service ~~and~~of ~~with~~process within the ~~participation~~United ofStates upon our ~~Chief~~subsidiaries ~~Executive~~or ~~Officer~~any ~~and~~individuals. ~~Chief~~In ~~Financial Officer~~addition, ~~has~~there ~~evaluated~~is uncertainty as to whether the ~~effectiveness~~courts of Hong Kong or the ~~design~~PRC ~~and~~would ~~operation~~recognize or enforce judgments of ~~our~~U.S. ~~disclosure~~courts ~~controls~~obtained against us or our officers and/or ~~procedures~~directors predicated upon the civil liability provisions of Hong Kong against us or such persons predicated upon the securities laws of the United States or any state thereof. ~~Based~~It onis ~~that~~unclear ~~evaluation,~~if ~~our~~extradition ~~Chief~~treaties ~~Executive~~now ~~Officer~~in effect between the United States and ~~Chief~~the ~~Financial~~PRC ~~Officer~~would ~~believe~~permit ~~that:~~effective enforcement against us or our officers and directors of criminal penalties under the United States Federal securities laws or otherwise.

●Risks ~~Our~~Relating ~~disclosure controls and procedures are designed~~ to ~~ensure that information required to be disclosed by us in the reports we file under the~~ Securities ~~Exchange~~Markets ~~Act of 1934 is recorded, processed, summarized~~ and ~~reported within the time periods specified~~ Investment in ~~the~~Our ~~SEC's rules and forms; and~~Stock

●There ~~Our~~is ~~disclosure~~not ~~controls~~now and there ~~procedures~~may ~~operate~~not ~~such~~ever ~~that~~be ~~important~~an ~~information~~active ~~flows~~market tofor ~~appropriate~~our ~~collection~~Common ~~and~~Stock. ~~disclosure~~There ~~points in a timely manner and~~ are ~~effective~~restrictions toon ~~ensure that such information is accumulated and communicated to our management, and made known to our Chief Executive Officer and Chief Financial Officer, particularly during~~ the ~~period~~transferability ~~when~~of ~~this~~these ~~Annual Report was prepared, as appropriate to allow timely decisions regarding the required disclosure~~securities.

AsAlthough ofour common stock is quoted on the ~~end~~OTCID ofmarket, the ~~period~~trading ~~covered~~market byis ~~this~~limited ~~report,~~and wethere ~~carried~~can ~~out~~be anno ~~evaluation,~~assurance ~~under~~that ~~the~~an ~~supervision~~active and ~~with~~liquid ~~the~~public ~~participation~~market ofwill be ~~our~~sustained. ~~management,~~Even ~~including~~if ~~our~~an ~~Chief~~active ~~Executive~~market ~~Officer~~develops ~~and~~for ~~Principal~~the ~~Financial~~shares, ~~Officer~~Rule 144, ofwhich provides for an exemption from the ~~effectiveness~~registration ofrequirements under ~~our~~the ~~disclosure~~Securities ~~controls~~Act ~~and~~under ~~procedures~~certain conditions, asrequires, ~~defined~~among inother ~~Rules~~conditions, ~~13a-15(e)~~a ~~and~~holding ~~15d-15(e)~~period ofprior to the ~~Securities~~resale ~~Exchange~~(in ~~Act~~limited amounts) of ~~1934~~securities asacquired ofin ~~the~~a ~~end~~non-public ofoffering without having to satisfy the ~~period~~registration ~~covered~~requirements byunder ~~this~~the ~~report~~Securities Act. ~~Based~~There oncan be no assurance that ~~evaluation,~~we ~~our~~will ~~Principal~~fulfill ~~Executive~~any ~~Officer~~reporting ~~and~~requirements ~~Principal~~in ~~Financial~~the ~~Officer~~future ~~have~~under ~~concluded~~the ~~that~~Exchange Act or disseminate to the ~~disclosure~~public ~~controls~~any ~~and~~current ~~procedures~~financial ~~were~~or ~~effective~~other information concerning us, as is required by Rule 144 as part of ~~December~~the ~~31,~~conditions ~~2016~~of its availability.

MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the company in accordance with as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the (i) effectiveness and efficiency of operations, (ii) reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and (iii) compliance with applicable laws and regulations. Our internal controls framework is based on the criteria set forth in the Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management's assessment of the effectiveness of the small business issuer's internal control over financial reporting is as of the year ended December 31, 2016. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has assessed the effectiveness of our internal control over financial reporting based on the framework and criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013). Based on this assessment, our management has concluded that, as of December 31, 2016, our internal controls over financial reporting were effective based on that framework.

~~Because~~Our ofcommon ~~its~~stock ~~inherent~~is subject ~~limitations,~~to ~~internal~~the ~~control~~“penny ~~over~~stock” ~~financial~~rules ~~reporting may not prevent or detect misstatements. Projections~~ of ~~any~~the ~~evaluation~~sec ofand the ~~effectiveness~~trading tomarket ~~future~~in ~~periods~~our ~~are~~securities ~~subject~~is tolimited, ~~risk~~which ~~that~~makes ~~controls~~transactions in ~~may~~our ~~become~~stock ~~inadequate~~cumbersome ~~because~~and ofmay ~~changes~~reduce ~~in conditions, or that~~ the ~~degree~~value of ~~compliance~~an ~~with~~investment ~~the~~in ~~policies~~our ~~or procedures may deteriorate~~stock.

~~Gillespie~~Under &U.S. ~~Associates~~federal securities legislation, ~~PLLC~~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 ~~Company~~rules require that a broker or dealer approve a potential investor's ~~independent~~account ~~registered~~for ~~public~~transactions ~~accounting~~in ~~firm~~penny stocks, ~~issued~~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 ~~audit~~investor's ~~report~~account asfor transactions in penny stocks, the broker or dealer must obtain financial information and investment experience objectives of ~~December~~the 31person, ~~2016~~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, isin ~~included~~highlight ~~herein~~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.

~~Changes~~You Inmay ~~Controls~~experience ~~Over~~substantial dilution ~~Financial~~of ~~Reporting~~your investment in our securities as a result of the potential conversion of certain outstanding preferred stock into shares of our common stock.

~~During~~We ~~the~~have ~~fourth~~200,000 ~~quarter~~shares issued and outstanding of ~~fiscal~~Series ~~2016~~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 ~~there~~shares ~~were~~of noCommon ~~changes~~Stock and vote 20,000 shares on matters submitted to a vote of our ~~internal~~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 ~~over~~the ~~financial~~voting ~~reporting~~power ~~that~~of ~~have~~approximately 50.19% ~~materially~~of ~~affected~~our orcommon ~~are~~stock, ~~reasonably~~as ~~likely~~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 ~~materially~~4,000,000,000 ~~affect~~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 ~~internal~~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 ~~over~~approximately ~~financial~~67.93% of ~~reporting~~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:

	·	Elect or defeat the election of our directors;
	·	Amend or prevent amendment of our articles of incorporation or bylaws;
	·	Effect or prevent a merger, sale of assets or other corporate transaction; and
	·	Effect the outcome of any other matter submitted to the stockholders for vote.

~~ITEM~~Moreover, 9Bbecause 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. ~~OTHER~~In ~~INFORMATION~~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 team’s 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.

~~None~~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.

~~PART~~Secondary ~~III~~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.

~~ITEM~~Anti-takeover ~~10.~~effects of ~~DIRECTORS~~certain ~~AND~~provisions ~~EXECUTIVE~~of ~~OFFICERS~~Nevada OFstate ~~THE~~law ~~REGISTRANT~~hinder a potential takeover of our company.

~~Executive~~Though ~~Officers~~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 ~~Directors~~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:

~~The~~(i) ~~following~~one-fifth ~~table~~or ~~and~~more ~~subsequent~~but less ~~discussion~~than ~~contains~~one-third, ~~the~~(ii) ~~complete~~one-third ~~and~~or ~~accurate~~more ~~information~~but ~~concerning~~less ~~our~~than ~~directors~~a ~~and executive officers~~majority, ~~their~~or ~~ages,~~(iii) ~~term~~a ~~served~~majority ~~and~~or ~~all~~more. ofThe ~~our~~ability ~~officers~~to ~~and~~exercise ~~their~~such ~~positions,~~voting power ~~who~~may ~~will~~be ~~serve~~direct inor ~~the~~indirect, ~~same~~as ~~capacity~~well ~~with~~as usindividual ~~upon~~or ~~completion~~in ofassociation ~~the~~with ~~offering~~others.

Name	Age	Term Served	Title / Position(s)
Nate Engel	32	Since inception, May 13, 2014	CEO, CFO and Director
Mary Davis	61	Since inception, May 20, 2014	Secretary and Director

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.

~~There~~If control shares are noaccorded full ~~other~~voting ~~persons~~rights ~~nominated~~and orthe ~~chosen~~acquiring toperson ~~become~~has ~~directors~~acquired orcontrol ~~executive~~shares ~~officers~~with ~~nor~~a domajority weor ~~have~~more of the voting power, any ~~employees~~stockholder of record, other than ~~above~~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.

Nathan Engel has served as President, CFO and Director of the company since inception. He has worked in the technological area of the automotive industry since 2002. He has a degree from the Universal Technical Institute in 2003. He has been the manager of Degrees of Freedom in Murrieta, Ca from 2010 to the present where he not only managed all operations but was proficient in CAD/CAM designs as well as the technological development and fabrication of various machineries. He has also assisted in the fabrication of equipment designed for the wine industry. The Company believes that Nate's experience in the technological aspects of equipment design, especially in the wine industry, as well as his analytical capabilities towards technical planning will be an asset to the Company.

Mary Davis has been Secretary of the company since inception. From 2001 to 2005 she managed a 12 store retail chain in Orange County, CA. From 2008 to 2011 she managed a large retail chain of salons in Palm Beach, Fla. for Ratner Co. Since 2011 to the present time she has worked in the real estate industry, as well as working with the Company since the Company's inception. The company anticipates that her marketing experience and real estate background will be an asset in developing marketing concepts and assisting in land acquisitions for the Company.

Our directors will hold office until the next annual meeting of shareholders and the election and qualification of their successors. Directors receive no compensation for serving on the board of directors other than reimbursement of reasonable expenses incurred in attending meetings. Officers are appointed by the board of directors and serve at the discretion of the board.

No officer, director, or persons nominated for such positions and no promoters or significant employee of IEC has been involved in legal proceedings that would be material to an evaluation of officers and directors.

Indemnification of Directors and Officers

Except as permitted by the Wyoming Revised Statutes, the Company's Articles of Incorporation do not provide for any additional or different indemnification procedures. At present, there is no pending litigation or proceeding involving a director, officer or employee of the Company regarding which indemnification is sought, nor is the Company aware of any threatened litigation that may result in claims of indemnification. The Company has not obtained director's and officer'sliability insurance, although the board of directors of the Company may determine to investigate and, possibly, acquire such insurance in the future.

We have agreed to indemnify each of our directors and certain officers against certain liabilities, including liabilities under the Securities Act of 1933.

~~Currently~~In weaddition doto ~~not~~the ~~maintain~~control share ~~any~~law, ~~directors'~~Nevada has a business combination law which prohibits certain business combinations between Nevada corporations and ~~officers'~~"interested stockholders" ~~liability~~for ~~insurance~~three ~~covering~~years ~~our~~after the "interested stockholder" first becomes an "interested stockholder," unless the corporation's board of directors ~~and~~approves ~~officers~~the ~~against~~combination ~~expenses~~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 ~~liabilities~~at ~~arising~~any ~~from~~time ~~certain~~within ~~actions~~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 ~~which~~cover ~~they~~virtually ~~may~~any ~~become~~kind ~~subject~~of bytransaction ~~reason~~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 ~~having~~the ~~served~~corporation inand ~~such~~its ~~role~~other stockholders.

AtThe ~~present,~~effect ~~there is no pending litigation or proceeding involving any~~ of ~~our~~Nevada's ~~directors,~~business combination ~~officers,~~law ~~employees~~is orto ~~agents~~potentially ~~where~~discourage ~~indemnification~~parties ~~will~~interested bein ~~required~~taking ~~under~~control ~~Wyoming law. We are not aware~~ of ~~any~~our ~~threatened~~company ~~litigation~~from ordoing ~~preceding~~so ~~that~~if ~~might~~it ~~result~~cannot inobtain athe approval ~~claim~~of ~~for~~our ~~such~~board ~~indemnification~~of directors.

~~Insofar~~Because aswe ~~indemnification~~do ~~for~~not ~~liabilities~~intend to ~~arising~~pay ~~under~~any ~~the~~cash ~~Securities~~dividends ~~Act~~on ~~of 1933 may be permitted to~~ our ~~directors,~~common ~~officers and controlling persons pursuant to the provisions described above~~stock, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than our ~~payment~~stockholders of expenses incurred or paid by our director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, ~~unless~~not inbe ~~the~~able ~~opinion of our counsel the matter has been settled by controlling precedent, submit~~ to receive a ~~court~~return ofon ~~appropriate~~their ~~jurisdiction~~shares ~~the~~unless ~~question~~they ~~whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue~~sell them.

~~COMPLIANCE~~We ~~WITH~~intend ~~SECTION~~to ~~16(~~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) OFreturn ~~THE~~on ~~EXCHANGE~~their ~~ACT~~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.

~~Section~~Our ~~16(a)~~stock ofmay ~~the~~be ~~Exchange~~subject to ~~Act~~substantial ~~requires~~price ~~officers, directors~~ and ~~persons~~volume ~~who~~fluctuations ~~own~~due ~~more~~to ~~than 10% of~~ a ~~registered~~number ~~class~~ of ~~our~~factors, ~~equity~~many ~~securities~~ of awhich ~~company~~are ~~that~~beyond ~~has~~our acontrol ~~class of common stock registered under the Exchange Act to file reports of ownership~~ and ~~changes~~may inprevent ~~ownership~~our ~~with~~stockholders from ~~the~~reselling ~~Securities~~our ~~and~~Common ~~Exchange~~Stock ~~Commission~~at ~~and to furnish us with copies of all forms filed pursuant to Section 16(~~a) profit.

~~Based~~The ~~solely~~market onprices afor ~~review of the copies of such reports furnished to us, we believe that~~ our securities ~~officers~~may ~~and~~be ~~directors~~volatile and ~~our~~may ~~principal~~fluctuate ~~stockholder~~substantially ~~who~~due ~~are required~~ to ~~file~~many ~~reports pursuant to Section 16(a) of the Exchange Act complied with all of the Section 16(a) filing requirements applicable to them with respect to the last fiscal year~~factors, except that our officers and directors and shareholder failed to file a Form 3 after we registered our common stock under Section 12(g) of the Securities Exchange timely. All of the Form 3's have now been filed and the Company has taken action to insure that all future Section 16(a) reports are timely filed.including:

~~Employment~~· ~~Agreements~~market conditions in the business marketing services and digital assets services sectors or the economy as a whole; · price and volume fluctuations in the overall stock market; · announcements of the introduction of new products and services by us or our competitors; · actual fluctuations in our quarterly operating results, and concerns by investors that such fluctuations may occur in the future; · deviations in our operating results from the estimates of securities analysts or other analyst comments; · additions or departures of key personnel; · legislation, including measures affecting e-commerce or infrastructure development; and · developments concerning current or future strategic collaborations.

On May 13, 2014 we entered into any employment agreement with Nate Engel to serve as CEO, and Director whereby per the agreement he Company shall pay to Employee a base salary of $1,000 per month, in addition to 3,786,000 shares of common stock, plus applicable bonuses as are awarded by the Board of Directors from time to time based on performance, which may either be paid in stock or cash at the discretion of the Board. On May 20, 2014 we entered into an employment agreement with Mary Davis whereby Employee has agreed to compensation in the form of 3,500,000 restricted shares of common stock at a par value of $0.001. The Employment agreements stipulate that the salary "shall terminate when the Board of Directors or shareholders vote to terminate".

Conflict of Interest - Management's Fiduciary Duties

Our directors and officer or may become, in their individual capacity, officers, directors, controlling shareholders and/or partners of other entities engaged in a variety of businesses.

~~ITEM~~Item 111B. ~~EXECUTIVE~~Unresolved ~~COMPENSATION~~Staff Comments.

~~SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION~~None.

~~Executive~~Item ~~Compensation~~1C. Cybersecurity

~~Summary~~We ~~Compensation~~acknowledge ~~Table~~the evolving nature of cyber threats to our business and industry. The Board oversees management’s 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.

Name and Principal Position	Year	Salary ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Nate Engel, CEO	2014		7,500-		3,786		-		-		-		-		11,286
	2015		13,650		-		-		-		-		-		13,650
	2016		6,570												6,570
Mary Davis, Secretary	2014		-		3,500		-		-		-		-		3,500
	2015		-		-		-		-		-		-		-
	2016		-		-		-		-		-		-		-

A. Governance

~~Option~~Understanding ~~Grants~~the ~~Table~~importance of cybersecurity, the Board of Directors provides oversight of the Company’s 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 Company’s IT Manager.

~~There~~The ~~were~~Company’s noinformation ~~individual~~security ~~grants~~program is ofled ~~stock~~by ~~options~~the toIT ~~purchase~~Manager, ~~our~~who ~~common~~is ~~stock~~responsible ~~made~~for toimplementing and managing the ~~executive~~Company’s ~~officer~~enterprise-wide ~~named~~cybersecurity instrategy, policies, ~~the~~standards, ~~Summary~~architecture, ~~Compensation~~and ~~Table~~processes. ~~through December~~The ~~31,~~IT ~~2016~~Manager reports directly to the Chief Executive Officer.

~~Compensation~~The Board receives regular updates from management, including the IT Manager, regarding the Company’s cybersecurity and data privacy programs. These updates include discussions of key ~~Officers~~risks, risk management strategies, and ~~Directors~~program performance, supporting alignment of cybersecurity objectives with the Company’s overall business strategy.

~~We paid $11,286 in salaries to Nate Engel in the period from inception to December 31, 2014 inclusive of common shares in lieu of a salary totaling 3,786,000 shares at a par value of $~~B.~~001~~ Key ~~($3,786).~~Program He was also issued 300,000 shares at $0.001 per share for formation costs of $300. Mary Davis was granted common shares in lieu of a salary totaling 3,500,000 shares at par value of $.001 per share ($3,500). There are no stock option plans, retirement, pension, or profit sharing plans for the benefit of our officer and director.Components

WeStandards ~~paid~~Based ~~$6,570 in salaries to Nate Engel in the year ended December 31, 2016~~Program

We ~~paid~~use ~~$13~~our best efforts to align our cybersecurity risk management with industry best practices,~~650~~ inincluding ~~salaries~~processes to ~~Nate~~prevent, ~~Engel~~identify, inassess, ~~the~~treat, ~~year~~monitor, ~~ended~~and ~~December~~report 31on organizational risks. This does not imply that we meet any particular technical standards, ~~2015~~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.

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

~~SECURITIES~~The ~~AUTHORIZED~~program ~~FOR~~utilizes ~~ISSUANCE~~various ~~UNDER~~resources, ~~EQUITY~~inclusive of ~~COMPENSATION~~third-party ~~PLANS~~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.

~~None~~Incident Response

40Our 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.

~~SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT~~40

~~The~~Data ~~following table sets forth, as of December 31, 2016, information concerning ownership of our securities by:~~Privacy

-During ~~Each~~the ~~person~~course ~~who~~of ~~owns~~normal ~~beneficially~~business ~~more~~operations, the ~~than~~Company ~~five~~collects, ~~percent~~stores, and processes personal data. Being cognizant of the ~~outstanding~~importance ~~shares~~of protecting personal data and respecting the rights of ~~our~~individuals ~~common~~to ~~stock;~~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 ~~Each~~and ~~person who owns beneficially more than five percent of the outstanding shares of our preferred stock;~~Education

-The ~~Each~~Company ~~director;~~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 ~~Each~~of ~~named~~Third ~~executive officer; and~~Parties

Being cognizant of the complexity and dynamic nature of cybersecurity threats, the Company engages the services of various third-party ~~All~~experts, ~~directors~~inclusive of managed security service providers, application and ~~officers~~infrastructure ascybersecurity aassessors, ~~group~~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.

~~BENEFICIAL~~Third-Party ~~OWNERS AND MANAGEMENT EQUITY POSITION(S)~~Risks

~~The~~Given ~~table~~that ~~below~~risks ~~sets~~associated ~~forth,~~with asthird ofparties can ~~December~~adversely ~~31,~~impact ~~2016,~~an ~~certain~~organization’s ~~information~~overall ~~with~~security ~~respect~~and torisk ~~the~~posture, ~~beneficial ownership of~~ the ~~common stock of our~~ Company byimplements ~~each~~a ~~person~~third-party ~~who~~risk wemanagement ~~know~~ program to beassess ~~beneficial~~the ~~owner~~security ofposture ~~more than 5%~~ of ~~any~~third-party ~~class~~service ~~or series of our capital stock, each of the directors and executive officers individually, and all directors and executive officers as a group~~providers. ~~Unless~~This ~~otherwise~~includes ~~indicated,~~security ~~each~~assessments ~~person~~prior ~~named~~to inservice ~~this~~engagement ~~table has sole voting~~ and ~~investment power with respect to the shares beneficially owned~~ongoing monitoring.

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership*	Percent of Class
Common	Nate Engel – CEO	4,086,000	33%
Common	Mary Davis-Secretary	3,500,000	28%

Benchmarking

*AsThe Company understands that the effective management of ~~December~~cybersecurity ~~31,~~risks ~~2016~~requires ~~these~~continuous ~~are~~assessment ~~the~~and ~~only~~improvement. ~~beneficially~~Security ~~owned~~benchmarking ~~shares~~is a critical component to assess how well our security investments and processes compare with internal and external standards and objectives.

~~ITEM 13~~C. Management’s Role ~~CERTAIN~~and ~~RELATIONSHIPS AND RELATED TRANSACTIONS.~~Expertise

~~None~~Primary responsibility for assessing, monitoring, and managing the Company’s 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.

~~ITEM~~In 14the absence of dedicated executive roles such as a Chief Information Officer, oversight of the Company’s overall technology strategy and cybersecurity function is currently performed by the Chief Executive Officer, who has relevant experience in technology and operational management. ~~PRINCIPAL~~The ~~ACCOUNTANT~~cybersecurity ~~FEES~~function ~~AND~~reports to ~~SERVICES~~and is overseen by the Chief Executive Officer.

~~For~~The Company is in the ~~Company's~~process ~~fiscal~~of ~~year~~evaluating ~~ended~~the appointment ~~December~~of ~~31,~~a ~~2016~~Chief ~~and~~Technology ~~2015,~~Officer weto ~~were~~further ~~billed~~enhance ~~approximately~~its ~~$15,650~~technology leadership and ~~$15,238,~~governance ~~respectively~~structure. ~~for~~Upon ~~professional~~appointment, ~~services~~it is ~~rendered~~expected ~~for~~that ~~the~~responsibility ~~audit~~for ~~and~~overseeing ~~reviews~~technology ofsystems, ~~our~~services, ~~financial~~and ~~statements~~cybersecurity ~~that~~will ~~were~~transition ~~provided~~to bythis ~~Gillespie~~role.

~~ITEM~~Notwithstanding 15the 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. ~~EXHIBITS~~See ~~AND~~Item ~~REPORTS~~1A. ON“Risk ~~FORM~~Factors” ~~8-K~~for a discussion of cybersecurity risks.

~~The following documents are filed as part of this report:~~41

~~Financial~~Item ~~Statements~~2. ~~and Financial Statement Schedules~~Properties.

~~The~~Our ~~financial~~corporate ~~statements~~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 ~~included~~parties to inan ~~Item~~office 8service arrangement without a specified term at a monthly rate of ~~this~~$3,270 ~~Form~~with 10AY Consulting Company, a sole proprietorship of Au-KYeung Sai Kit, our director.

~~Exhibits~~We ~~Required~~believe bythat ~~Item~~our ~~601~~current facilities ofare ~~Regulation~~adequate ~~S-K~~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.

Exhibit No.		Description
23.1		Consent of Certified Public Accountant
31		Certification of President, Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.#
32		Certification of President, Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.#
101		Interactive Data Files

Item 3. Legal Proceedings.

*We ~~incorporated~~are ~~herein~~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 ~~reference~~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.

41Item 4. Mine Safety Disclosures.

~~SIGNATURES~~Not applicable.

Pursuant to the requirements of Sections 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.42

Dated: June 23, 2017	INTERNATIONAL ENDEAVORS CORPORATION
	By:	/s/ Nate Engel
		Nate Engel,
		Chief Executive Officer

PART II

SIGNATURE	TITLE	DATE
/s/ Nate Engel
Nate Engel	Director, President, (Principal Executive, Officer)	June 23, 2017

Market information

42There 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:
Fourth Quarter	$	0.0007	$	0.0004
Third Quarter	$	0.0006	$	0.0003
Second Quarter	$	0.0011	$	0.0004
First Quarter	$	0.0007	$	0.0002

Fiscal year ended December 31, 2024:
Fourth Quarter	$	0.0007	$	0.0004
Third Quarter	$	0.0010	$	0.0004
Second Quarter	$	0.0007	$	0.0003
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.

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 Company’s 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 Registrant’s 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.

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 Company’s 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.

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.

	·	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 corporation’s 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.
	·	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;
	·	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.
	·	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:

	·	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
	·	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.

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 corporation’s 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 corporation’s stock after crossing certain ownership threshold percentages, unless the acquirer obtains approval of the target corporation’s 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].

Item 7. Management’s 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 Item 1A “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 Company’s 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 innovations—such as air-to-water generation systems and AI-powered assisted living solutions—will 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.

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 Company’s financial position.

Based on management’s 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 Company’s 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 Company’s 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 Kong–based artificial intelligence and robotics company focused on elderly care and healthcare applications. Management believes this acquisition represents a strategic step in expanding the Company’s 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 ASA’s technologies is expected to complement the Company’s 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 ASA’s 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 ASA’s 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 Company’s long-term growth strategy.

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%

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 HK’s 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 Company’s 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.

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.

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 Company’s 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 Company’s 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.

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

–

Contract liabilities

187,100

–

Tax liabilities

55,500

–

Amount due to related companies

227,801

–

Amount due to directors

10,386

–

Notes payable

132,260

–

Total obligations

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 Company’s 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 Company’s estimates, the Company’s 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.

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.

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.

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

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.

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 Company’s 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 Company’s 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 Company’s 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 Instruments—Credit 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 Company’s 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 Company’s 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 Company’s 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.

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 company’s 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 Company’s 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 Company’s 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 issuer’s securities by directors, officers and employees, or the issuer itself. This is primarily due to the Company’s 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.

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 façade 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 Builder’s 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 Master’s 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 Master’s degree in Technology Management from the Hong Kong University of Science and Technology (2005) and a Bachelor’s degree in Business Administration from the University of Ottawa (1999).

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 Bachelor’s 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 bachelor’s degree in electrical engineering in 1972, a master’s degree in industrial engineering in 1981 and a master’s degree in business administration in 1988 from the University of Hong Kong. He also holds a master’s 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.

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.

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 executive’s 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 executive’s 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 officer’s 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:

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 officer’s 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

2024

–

5,128

Alex Au-Yeung
CFO and Director (2)

2025

–

15,385

2024

–

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.

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.

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.

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 Registrant’s 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.

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 arm’s-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 Company’s 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 HK’s 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.

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 Company’s 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.

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 Company’s 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 Company’s 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 entity’s 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	$	–	$	–

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 Company’s 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.

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.

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 Stockholders’ Equity	F-5

Consolidated Statements of Cash Flows	F-6

Notes to Consolidated Financial Statements	F-7–F-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. Management’s 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 Company’s management. Our responsibility is to express an opinion on the Company’s 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 Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the 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 Company’s 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 OPERATIONS AND 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 Company’s board of directors has authorized the issuance of 2,356,712,066 shares of 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

Filing Compare · ModuLink Inc.