ModuLink Inc (OTC: MDLK) posts Q1 2026 loss and flags Hong Kong, HFCAA risks
Rhea-AI Filing Summary
ModuLink Inc., a Nevada holding company operating mainly through Hong Kong subsidiaries, reported a net loss of $208,865 for the quarter ended March 31, 2026 on revenue of $151,840, down sharply from $429,096 a year earlier. Cash fell to $70,035, with total assets of $576,250 and current liabilities of $835,056, leaving a stockholders’ deficit of $258,806. Management discloses substantial doubt about the company’s ability to continue as a going concern and plans to rely on new equity placements, shareholder support and financing.
The company highlights significant legal and operational risks from its Hong Kong structure and evolving PRC regulations, including potential restrictions on cash movements, cybersecurity and data rules, and the Holding Foreign Companies Accountable Act, which could ultimately lead to trading prohibitions or delisting if PCAOB access changes. ModuLink does not expect to pay dividends and intends to reinvest earnings. Subsequent events include acquiring 60% of ASA Robotics and a private placement of Series A preferred stock to fund its modular construction, AWG water systems and AI healthcare initiatives.
Positive
- None.
Negative
- Going concern uncertainty: Q1 2026 net loss of $208,865, negative equity of $258,806 and limited cash of $70,035 lead management to state substantial doubt about ModuLink’s ability to continue as a going concern.
- Regulatory and delisting risk: Extensive exposure to evolving PRC/Hong Kong rules and the Holding Foreign Companies Accountable Act could, if PCAOB access changes, eventually result in trading prohibitions or delisting of the company’s securities.
Insights
ModuLink shows shrinking revenue, going‑concern risk and heavy Hong Kong/PRC regulatory exposure.
ModuLink Inc. generated only $151,840 in Q1 2026 revenue versus $429,096 a year earlier, and recorded a net loss of $208,865. With total assets of $576,250 against liabilities of $835,056, the company reports a stockholders’ deficit and minimal cash of $70,035.
Management explicitly states that these conditions raise substantial doubt about its ability to continue as a going concern. The plan depends on equity placements, shareholder financial support, and continued forbearance on $134,886 of notes payable held by a related party. Execution risk is high given the small scale and recurring losses.
Operationally, the business is deeply tied to Hong Kong and potentially the PRC, with detailed disclosure of risks from data and cybersecurity rules, capital controls, and the Holding Foreign Companies Accountable Act. Future PCAOB determinations on Hong Kong audit inspections could, after two consecutive non‑inspection years, trigger trading prohibitions on U.S. markets. Subsequent acquisition of 60% of ASA Robotics and the preferred stock private placement may expand its AI and robotics platform, but their financial impact will depend on successful integration and further funding disclosed in future filings.
Key Figures
Key Terms
modular integrated construction technical
atmospheric water generators technical
Holding Foreign Companies Accountable Act regulatory
Cybersecurity Review Measures regulatory
reverse recapitalization financial
going concern financial
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
For the quarterly period ended
or
For the transition period from to
Commission File Number
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) |
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| (Address of principal executive offices) | (Zip Code) |
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(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| N/A | N/A | N/A |
Indicate by check mark whether
the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. ☒
Indicate by check mark whether
the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit
such files).☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether
the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) ☐ Yes
As of May 20, 2026, the Company had outstanding shares of common stock.
MODULINK INC.
QUARTERLY REPORT
FOR THE QUARTER ENDED MARCH 31, 2026
TABLE OF CONTENTS
| Page | ||
| PART I - FINANCIAL INFORMATION | 1 | |
| Item 1. | Financial Statements | 1 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 2 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 21 |
| Item 4. | Controls and Procedures | 21 |
| PART II - OTHER INFORMATION | 22 | |
| Item 1. | Legal Proceedings | 22 |
| Item 1A. | Risk Factors | 22 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 22 |
| Item 3. | Defaults Upon Senior Securities | 22 |
| Item 4. | Mine Safety Disclosures | 22 |
| Item 5. | Other Information | 23 |
| Item 6. | Exhibits | 23 |
| SIGNATURES | 24 |
| i |
INTRODUCTORY COMMENTS
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.”set forth in the Company’s Annual Report Form 10-K for the year ended December 31, 2025 (“Annual Report”) filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 31, 2026.
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.
| ii |
The business of our subsidiaries is not subject to cybersecurity review with the Cyberspace Administration of China, or CAC, given that: (i) we do not have one million individual online users of our products and services in Hong Kong; (ii) we do not possess a large amount of personal information in our business operations. In addition, we are not subject to merger control review by 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.” set forth in the Annual Report.
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.” set forth in the Annual Report.
| 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.” |
| iv |
| · | 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.” |
| v |
References in this Quarterly 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.”
| vi |
Current PRC regulations permit PRC subsidiaries to pay dividends to Hong Kong subsidiaries only out of their accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations. In addition, each of our subsidiaries in China is required to set aside at least 10% of its after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of its registered capital. Each of such entity in China is also required to further set aside a portion of its after-tax profits to fund the employee welfare fund, although the amount to be set aside, if any, is determined at the discretion of its board of directors. Although the statutory reserves can be used, among other ways, to increase the registered capital and eliminate future losses in excess of retained earnings of the respective companies, the reserve funds are not distributable as cash dividends except in the event of liquidation. As of the date of this Quarterly 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 Quarterly 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 Quarterly 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
This Quarterly Report on Form 10-Q includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical facts, included in this Quarterly Report on Form 10-Q including, without limitation, statements in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s market projections, financial position, business strategy and the plans and objectives of management for future operations, events or developments which the Company expects or anticipates will or may occur in the future, including such things as future capital expenditures (including the amount and nature thereof); expansion and growth of the Company’s business and operations; and other such matters are forward-looking statements. These statements are based on certain assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current conditions and expected future developments, as well as other factors it believes are appropriate under the circumstances. However, whether actual results or developments will conform with the Company’s expectations and predictions is subject to a number of risks and uncertainties, including general economic, market and business conditions; the business opportunities (or lack thereof) that may be presented to and pursued by the Company; changes in laws or regulation; and other factors, most of which are beyond the control of the Company.
These forward-looking statements can be identified by the use of predictive, future-tense or forward-looking terminology, such as “believes,” “anticipates,” “expects,” “estimates,” “plans,” “may,” “will,” or similar terms. These statements appear in a number of places in this filing and include statements regarding the intent, belief or current expectations of the Company, and its directors or its officers with respect to, among other things: (i) trends affecting the Company’s financial condition or results of operations for its limited history; (ii) the Company’s business and growth strategies; and (iii) the Company’s financing plans. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors. Such factors that could adversely affect actual results and performance include, but are not limited to, the Company’s limited operating history, potential fluctuations in quarterly operating results and expenses, government regulation, technological change and competition. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Annual Report.
Consequently, all of the forward-looking statements made in this Quarterly Report on Form 10-Q are qualified by these cautionary statements and there can be no assurance that the actual results or developments anticipated by the Company will be realized or, even if substantially realized, that they will have the expected consequence to or effects on the Company or its business or operations. The Company assumes no obligations to update any such forward-looking statements.
| viii |
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
MODULINK INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
| Contents | Page |
| Unaudited Interim Financial Statements as of and for the three months ended March 31, 2026 and 2025 | |
| Consolidated Balance Sheets | F-1 |
| Consolidated Statements of Operations and Comprehensive Loss | F-2 |
| Consolidated Statements of Stockholders’ Equity | F-3 |
| Consolidated Statements of Cash Flows | F-4 |
| Notes to Unaudited Consolidated Financial Statements | F-5 – F- 16 |
| 1 |
MODULINK INC.
CONSOLIDATED BALANCE SHEETS
(In US dollars except for number of shares and per share data)
| Note(s) | March 31, 2026 (Unaudited) | December 31, 2025 (Audited) | ||||||||
| ASSETS | ||||||||||
| Current Assets | ||||||||||
| Cash and bank balance | $ | $ | ||||||||
| Accounts receivable | 4 | |||||||||
| Prepaid expenses and other current assets, net | 6 | |||||||||
| Amount due from a related company | 7 | |||||||||
| Amount due from an associate | 8 | |||||||||
| Amount due from immediate holding company | 9 | |||||||||
| Loan receivable | 10 | |||||||||
| Total Current Assets | ||||||||||
| Equipment, net | 11 | |||||||||
| Investment in an associate | 12 | |||||||||
| Long term prepayment | 13 | |||||||||
| Total Non-Current Assets | ||||||||||
| TOTAL ASSETS | $ | $ | ||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||||
| Current Liabilities | ||||||||||
| Accounts payable | 14 | $ | $ | |||||||
| Accrued expenses and other payables | ||||||||||
| Contract liabilities | 5 | |||||||||
| Tax liabilities | ||||||||||
| Amount due to related companies | 15 | |||||||||
| Amount due to directors | 16 | |||||||||
| Notes payable | 17 | |||||||||
| Total Current Liabilities | ||||||||||
| TOTAL LIABILITIES | ||||||||||
| STOCKHOLDERS’ EQUITY | ||||||||||
| Preferred stock: Series A Convertible Preferred Shares, $ par value, shares authorized, shares issued and outstanding: as of March 31, 2026 and December 31, 2025 | ||||||||||
| Common stock, $ par value, shares authorized, shares issued and outstanding: as of March 31, 2026 and December 31, 2025 | ||||||||||
| Additional paid-in capital | ||||||||||
| Exchange reserve | ||||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||||
| TOTAL STOCKHOLDERS’ EQUITY | 19 | ( | ) | ( | ) | |||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | $ | ||||||||
The accompanying notes are an integral part of the consolidated financial statements.
| F-1 |
MODULINK INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(UNAUDITED)
(In US dollars except for number of shares and per share data)
| Three months ended March 31, | Three months ended March 31, | |||||||||
| Note(s) | 2026 | 2025 | ||||||||
| REVENUES | 22 | $ | $ | |||||||
| COST OF REVENUES | ||||||||||
| Cost of services | ( | ) | ( | ) | ||||||
| GROSS PROFIT | ||||||||||
| OPERATING EXPENSES | ||||||||||
| General and administrative | ( | ) | ( | ) | ||||||
| Total operating expenses | ( | ) | ( | ) | ||||||
| LOSS FROM OPERATIONS | ( | ) | ( | ) | ||||||
| OTHER INCOME | ||||||||||
| Interest income | ||||||||||
| Interest expense | ( | ) | ( | ) | ||||||
| Total other expenses | ( | ) | ( | ) | ||||||
| SHARING OF ASSOCIATE LOSS | ( | ) | ||||||||
| NET LOSS BEFORE INCOME TAX | ( | ) | ( | ) | ||||||
| Income tax | 23 | ( | ) | |||||||
| NET LOSS | ( | ) | ( | ) | ||||||
| OTHER COMPREHENSIVE INCOME | ||||||||||
| Other comprehensive income | ||||||||||
| COMPREHENSIVE LOSS | $ | ( | ) | $ | ( | ) | ||||
| NET LOSS PER ORDINARY SHARE – BASIC | 21 | $ | ( | ) | $ | ( | ) | |||
| NET LOSS PER ORDINARY SHARE – DILUTED | 21 | $ | ( | ) | $ | ( | ) | |||
The accompanying notes are an integral part of the consolidated financial statements.
| F-2 |
MODULINK INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(UNAUDITED)
(In US dollars except for number of shares and per share data)
For the three months ended March 31, 2026
| 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, 2026 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||
| Net loss for the period | – | – | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance as of March 31, 2026 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||
For the three months ended March 31, 2025
| 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, 2025 | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||||||||||||||||
| Capital contributions | – | – | ||||||||||||||||||||||||||||||
| Net loss for the period | – | – | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance as of March 31, 2025 | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||||||||||||||||
| (i) |
The accompanying notes are an integral part of the consolidated financial statements.
| F-3 |
MODULINK INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(In US dollars except for number of shares and per share data)
| Three months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss before income tax | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities | ||||||||
| Depreciation of equipment | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ( | ) | ||||
| Contract assets including retainage, net | ( | ) | ||||||
| Prepaid expenses and other current assets, net | ( | ) | ||||||
| Amount due from an associate | ( | ) | ( | ) | ||||
| Amount due from a related company | ||||||||
| Amount due from immediate holding company | ( | ) | ||||||
| Other receivables | ( | ) | ||||||
| Accounts payable | ( | ) | ||||||
| Contract liabilities | ( | ) | ( | ) | ||||
| Accrued expenses and other payables | ( | ) | ||||||
| Amount due to related companies | ( | ) | ( | ) | ||||
| Amount due to directors | ||||||||
| Notes payable | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Purchase of equipment | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from share issuance in a subsidiary | ||||||||
| Loan receivable | ( | ) | ( | ) | ||||
| Net cash (used in) / provided by financing activities | ( | ) | ||||||
| NET DECREASE IN CASH | ( | ) | ( | ) | ||||
| CASH, BEGINNING OF PERIOD | ||||||||
| CASH, END OF PERIOD | $ | $ | ||||||
The accompanying notes are an integral part of the consolidated financial statements.
| F-4 |
MODULINK INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
(UNAUDITED)
| NOTE 1 | ORGANIZATION AND PRINCIPAL ACTIVITIES |
ModuLink Inc. (formerly known as “International Endeavors Corporation”) (the “Company” or “MDLK”) is a holding company incorporated in the State of Nevada on May 7, 2014.
On October 20, 2025, the Company changed its name to ModuLink Inc. The transition to ModuLink Inc. reflects a unified corporate identity under the ModuLink brand, a sharper strategic focus, and a long-term commitment to innovation, disciplined growth and shareholder value creation. In conjunction with this rebranding, the Company's ticker symbol has changed from IDVV to MDLK, effective at the opening of trading on December 10, 2025, on the OTCID Market.
Change in Control
On January 22, 2025, Raymond Valdez, the sole executive officer and director of the Company entered into the Stock Purchase Agreement, pursuant to which Mr. Valdez agreed to sell (the “Sale”) to ModuLink Inc., a British Virgin Islands corporation (“ModuLink BVI”) and Zenith (Hong Kong) Engineering Limited, a Hong Kong corporation, 200,000 shares of Preferred A shares, representing all of the issued and outstanding shares of Preferred A, and the transfer of certain promissory notes of the Company held by third parties. The Sale was consummated on February 10, 2025 and resulted in ModuLink BVI obtaining voting and operational control of MDLK. Concurrently, the directors of ModuLink BVI, Mr. TAM, Hin Wah Anthony, Mr. FU, Wah and Mr. AU-YEUNG Sai Kit, were appointed as the executive officers and directors of the Company and Raymond Valdez resigned as the sole executive officer and director.
Share Exchange for Acquisition of ModuLink Investment Limited
On March 28, 2025, the Company entered into a Share Exchange Agreement (the “Share Exchange”) with the shareholders of ModuLink Investment Limited (hereafter referred to as, MIL), a British Virgin Islands limited liability company. Under the terms of the agreement, the Company agreed to acquire 100% of the issued and outstanding shares of MIL by issuing a total of shares of common stock. This Share Exchange was consummated on May 1, 2025, and MIL became a 100% owned subsidiary of the Company. The original business of former shareholder was disposed in full on May 1, 2025, simultaneously with the closing of the Share Exchange.
MIL is a holding company which was incorporated on March 13, 2025 in the British Virgin Islands. On March 25, 2025, MIL completed a group restructuring through a share exchange transaction with the shareholders of ModuLink Corporation Limited (“MCL”), a company incorporated in Hong Kong. MCL is the holding company of the entire equity interests in its subsidiaries including Zenith Integrated Modular Limited (“ZIML”), Zenith AY Modular Buildings Company Limited (“ZAMBCL”) and ModuLink InnoTech Limited (“MITL”). Details of the Company’s principal subsidiaries as of March 31, 2026 and December 31, 2025 are described in Note 3 – Subsidiaries. Upon the completion of the share exchange, MIL became the parent holding company of MCL.
MIL together with MCL and its subsidiaries and associated company (collectively the “ModuLink Group”) are primarily engaged in property development construction and design services by implementing modular integrated construction technology (“MiC”), embedded with our proprietary atmospheric water generators (“AWG”) and property management system by internet of things technology (“IoT”). The headquarter of ModuLink Group is located in the Hong Kong Special Administrative Region of the People’s Republic of China (“PRC” or “China”).
Following the Share Exchange, ModuLink Group became the primary operating business of the Company.
| F-5 |
MODULINK INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
(UNAUDITED)
| NOTE 1 | ORGANIZATION AND PRINCIPAL ACTIVITIES (CONT’D) |
Merger of Entities under Common Control and Reverse Recapitalization
Prior to the Share Exchange, the Company was considered as a shell company due to its nominal assets and limited operation. The Share Exchange was part of a planned sequence of integrated transactions beginning with the February 2025 change in control and culminating in the May 2025 acquisition of MIL.
The Share Exchange is accounted for as a merger of entities under common control in accordance with ASC 805-50, as Mr. TAM, Hin Wah Anthony, Mr. FU, Wah and Mr. AU-YEUNG Sai Kit, who collectively control 100% of ModuLink BVI and 60% of MIL, exercised continuous and effective control over both entities throughout the transaction period. The same individuals served as directors and majority shareholders of both MDLK and MIL after the change of control in February 2025, and coordinated the Share Exchange as part of a single strategic plan to reorganize MIL under a public entity. Upon the consummation of acquisition on May 1, 2025, MIL became the ongoing operating entity of the Company.
Accordingly, the transaction is accounted for as a reverse recapitalization of the Company, with MIL deemed the accounting acquirer and the Company treated as the accounting acquiree for financial reporting purposes. Under the guidance in Accounting Standard Codification (ASC) Topic 805, for transactions between entities under common control, the assets, liabilities and results of operations, are recognized at their carrying amounts as of the consummation date of the Share Exchange. This accounting treatment requires a retrospective presentation and combination of the consolidated financial statements as if the share exchange and disposal of original business had occurred and the current group structure had existed at the beginning of the earliest reporting period presented. Accordingly, the historical financial statements of the Company reflect those of the accounting acquirer, i.e. the ModuLink Group, prior to the transaction, accompanied by a recapitalization of the Company’s equity structure.
During the three months ended March 31, 2026 and 2025, the Company and ModuLink Group (collectively referred to the “Group”) generated revenues primarily from modular building construction and design services business.
Going Concern
The Company's consolidated financial statements
are prepared using accounting principles generally accepted in the United States of America, or U.S. GAAP, applicable to a going concern
which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has incurred
losses of $
The Company plans to secure additional funding to support its current operations, anticipated growth and strategic objectives. Management is actively pursuing financing opportunities through equity financing through share placement proceeds, as well as exploring new development projects and accelerating the commercialization of its products. If successfully executed, these initiatives are expected to generate positive operating cash flows and improve the Company’s financial position. In addition, the Company expects to receive financial support from its major shareholders, including TAM, Hin Wah Anthony, FU, Wah and AU-YEUNG Sai Kit, who have indicated their intention to provide ongoing financial support to the Company as needed. The Company has also historically relied on support from officers, directors, existing shareholders, and related parties, and management has considered the continued forbearance of Zenith (HK) with respect to the repayment of amounts currently due.
Based on management’s best estimates, the Company believes it may have sufficient financial resources to meet its obligations and to continue its current level of operations for at least the next twelve months only if such share placement proceeds, shareholder financial support, forbearance and/or additional financing continue to be available.
| F-6 |
MODULINK INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
(UNAUDITED)
| NOTE 2 | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
(A) Basis of Presentation and Preparation
These consolidated financial statements of the Company have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”) and are expressed in United States dollars. In the opinion of management, the Company has made all necessary adjustments, which include normal recurring adjustments, for a fair statement of the Company’s consolidated financial position and results of operations for the periods presented. Certain information and disclosure included in these interim consolidated financial statements have been condensed or omitted pursuant to the U.S. Securities and Exchange Commission (“SEC”) rules. These condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and accompanying notes for the year ended December 31, 2025. The results for the three months period ended March 31, 2026 and 2025, are not necessarily indicative of the results to be expected for a full year, any other interim periods or future years or periods.
(B) Principles of Consolidation
The consolidated financial statements include the financial statements of the Company, ModuLink Investment Limited and its subsidiaries and associated companies for which it is the primary beneficiary. Upon making this determination, the Company is deemed to be the primary beneficiary of these entities, which are then required to be consolidated for financial reporting purpose. All significant intercompany transactions and balances have been eliminated upon consolidation.
Transactions involving entities under common control are accounted for using the merger accounting. The consolidated financial statements of the combining entities are presented as if the reorganization occurred at the beginning of the earliest reporting period presented. No gain or loss is recognized in the consolidated financial statements as a result of the reorganization. The historical financial information of all entities under common control is combined retroactively for all periods presented. The financial statements reflect consistent accounting policies and principles across all entities.
(C) Use of Estimates
The Company’s consolidated financial statements require management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and reported amounts of revenue and expense during the reporting period. Estimates are used when accounting for certain items such as accounting for income tax valuation allowances. Estimates are based on historical experience, where applicable, and assumptions that management believes are reasonable under the circumstances. Due to the inherent uncertainty involved with estimates, actual results may differ.
| F-7 |
MODULINK INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
(UNAUDITED)
| NOTE 3 | SUBSIDIARIES |
Details of the Company’s principal consolidated subsidiaries as of March 31, 2026 and December 31, 2025 were as follows:
| Place of |
Ownership/Control interest attributable to the Company |
|||||||
| Name | Incorporation | March 31, 2026 | December 31, 2025 | Principal activities | ||||
| ModuLink Investment Limited (“MIL”) (i) | ||||||||
| ModuLink Corporation Limited (“MCL”) (ii) | ||||||||
| Zenith Integrated Modular Limited (“ZIML”) (iii) | ||||||||
| Zenith AY Modular Buildings Company Limited (“ZAMBCL”) (iv) | ||||||||
| ModuLink InnoTech Limited (“MITL”) (v) | ||||||||
| ModuLink Innotech Pty Limited (“MIPL”) (vii) | ||||||||
Remarks:
| i) | |
| ii) | |
| iii) | |
| iv) | |
| v) | |
| vi) | |
| vii) |
| F-8 |
MODULINK INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
(UNAUDITED)
| NOTE 4 | ACCOUNTS RECEIVABLE |
Accounts receivable as of March 31, 2026 and December 31, 2025 were as follows:
| March 31, 2026 | December 31, 2025 | |||||||
| Accounts receivable | $ | $ | ||||||
| Less: provision for credit losses | ||||||||
| Total | $ | $ | ||||||
For the three months ended March 31, 2026 and
2025, the Company recorded
| NOTE 5 | CONTRACT LIABILITIES |
Costs and estimated earnings compared to billings on uncompleted contracts as of March 31, 2026 and December 31, 2025 consisted of the following:
Billings in excess of costs and estimated earnings on uncompleted contracts:
| March 31, 2026 | December 31, 2025 | |||||||
| Contract costs incurred plus estimated earnings | $ | $ | ||||||
| Less: Progress billings | ( | ) | ( | ) | ||||
| Contract liabilities | $ | ( | ) | $ | ( | ) | ||
| NOTE 6 | PREPAID EXPENSES AND OTHER CURRENT ASSETS, NET |
Prepaid expenses and other current assets, net as of March 31, 2026 and December 31, 2025 were as follows:
| March 31, 2026 | December 31, 2025 | |||||||
| Prepaid expenses | $ | $ | ||||||
| Deposit paid | ||||||||
| Other receivables | ||||||||
| Prepaid expenses and other current assets, net | $ | $ | ||||||
| NOTE 7 | AMOUNT DUE FROM A RELATED COMPANY |
The amount due from the related company in which the Company's director also serves as the director. The amount is unsecured, non-interest-bearing, and repayable on demand.
| F-9 |
MODULINK INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
(UNAUDITED)
| NOTE 8 | AMOUNT DUE FROM AN ASSOCIATE |
The amount due from the associate is unsecured, non-interest-bearing, and repayable on demand.
| NOTE 9 | AMOUNT DUE FROM IMMEDIATE HOLDING COMPANY |
The amount is due from the immediate holding company, ModuLink Inc, a company incorporated in the British Virgin Islands. The amount is unsecured, non-interest-bearing, and repayable on demand.
| NOTE 10 | LOAN RECEIVABLES |
The amount was due from an independent property
development entity based in Canada. The amount due is unsecured, carries interest at a rate of
| NOTE 11 | EQUIPMENT, NET |
Equipment, net as of March 31, 2026 and December 31, 2025 consisted of the following:
| March 31, 2026 | December 31, 2025 | |||||||
| Office equipment | $ | $ | ||||||
| Computer equipment | ||||||||
| Furniture and Fixtures | ||||||||
| Leasehold improvement | ||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||
| Total | $ | $ | ||||||
Depreciation expense for the three months ended
March 31, 2026 and 2025 amounted to $
Pledge of Equipment
No equipment has been pledged by the Company.
| F-10 |
MODULINK INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
(UNAUDITED)
| NOTE 12 | INVESTMENT IN AN ASSOCIATE |
ModuLink Australia Pty Limited was incorporated in Australia on 30 July 2024 for providing construction and engineering services in Australia.
March 31, 2026 | December 31, 2025 | |||||||
| Investment cost | $ | $ | ||||||
The following table summarises the financial information of the associate as included in its own financial statements and also reconciles the summarized financial information to the carrying amount of the Group’s interest in the associate.
| Ownership/Control interest | 40% | 40% | ||||||
| Non-current assets | $ | $ | ||||||
| Current assets | ||||||||
| Non-current liabilities | ||||||||
| Current liabilities | ( | ) | ||||||
| Net liabilities (100%) | $ | ( | ) | $ | ||||
| Group’s share of net liabilities (40%) | $ | ( | ) | $ | ||||
| Three months ended March 31, 2026 | Three months ended March 31, 2025 | |||||||
| Revenue | $ | $ | ||||||
| Loss from continuing operations | ( | ) | ||||||
| Other comprehensive income | ( | ) | ||||||
| Total comprehensive loss (100%) | $ | ( | ) | $ | ||||
| Group’s share of comprehensive loss (40%) | $ | ( | ) | $ | ||||
| NOTE 13 | LONG TERM PREPAYMENT |
The amount represents prepayments made for mouldings used for production purposes.
| NOTE 14 | ACCOUNTS PAYABLE |
| March 31, 2026 | December 31, 2025 | |||||||
| Accounts payable | $ | $ | ||||||
Included in accounts payable, an amount of $
| F-11 |
MODULINK INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
(UNAUDITED)
| NOTE 15 | AMOUNT DUE TO RELATED COMPANIES |
The summary of amount due to related companies as of March 31, 2026 and December 31, 2025 is as follows:
| March 31, 2026 | December 31, 2025 | |||||||
| Zenith (PMS) Limited | $ | $ | ||||||
| AY Consulting Services Company | ||||||||
| Total | $ | $ | ||||||
The amount due to related companies in which the Company's directors also serve as directors. These balances primarily represent advances provided to fund certain development projects. The amounts are unsecured, non-interest-bearing, and repayable on demand.
| NOTE 16 | AMOUNT DUE TO DIRECTORS |
The amount due to the directors is unsecured, non-interest-bearing, and repayable on demand.
| NOTE 17 | NOTES PAYABLE |
Notes payable as of March 31, 2026 and December 31, 2025 consisted of the following:
Outstanding Amount (including accrued interest) | ||||||||||||||||
| Name of Note Holder | Principal Amount | Date of Issuance | March 31, 2026 | December 31, 2025 | ||||||||||||
| Zenith (Hong Kong) Engineering Limited | $ | $ | $ | |||||||||||||
| Zenith (Hong Kong) Engineering Limited | ||||||||||||||||
| $ | $ | $ | ||||||||||||||
On January 22, 2025, Raymond Valdez, the former sole executive officer and director entered into the Stock Purchase Agreement, pursuant to which Mr. Valdez agreed to sell to ModuLink Inc., a British Virgin Islands corporation, and Zenith (Hong Kong) Engineering Limited, a Hong Kong corporation (“Zenith (HK)”), 200,000 shares of Preferred A shares, representing all of the issued and outstanding shares of Preferred A, and the transfer of certain promissory notes of the Company held by third parties.
Pursuant to the Stock Purchase Agreement dated
January 22, 2025, the two convertible promissory notes of the Company in the principal amounts of $
| F-12 |
MODULINK INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
(UNAUDITED)
| NOTE 18 | COMMITMENTS AND CONTINGENCIES |
Contingencies
The Company accounts for loss contingencies in accordance with ASC Topic 450 and other related guidelines.
At the end of the reporting period, there were
contingent liabilities of maximum USD
This guarantee represents a contingent liability, as the Company may be required to perform under the guarantee in the event of default by the related company. As of March 31, 2026 and December 31, 2025, no liability has been recognized in the consolidated financial statements, as management has determined that the likelihood of payment under the guarantee is not probable.
The Company will continue to monitor the financial condition of the related company and assess the need for recognition of a liability in accordance with ASC Topic 450.
As of March 31, 2026 and December 31, 2025, except as disclosed above, the Company’s management is not aware of any other material commitments or contingencies.
| NOTE 19 | STOCKHOLDERS’ EQUITY |
(A) Common Stock and Series A Convertible Preferred Shares
On February 9, 2025, the authorized capital stock
was increased to Four Billion Ten Million (
On October 20, 2025, the authorized capital stock
was further increased to Six Billion Ten Million (
Common Stock
The number of authorized common stock is Six Billion () Shares. Issued and Outstanding as of March 31, 2026 and December 31, 2025 were . The shares were issued under Rule 144 of the Securities and Exchange act.
On March 28, 2025, the Company entered into a
share exchange agreement with all shareholders of the ModuLink Investment Limited (“MIL”). Under the terms of the agreement,
the Company will acquire
As the Share Exchange between the Company and MIL was a merger of entities under common control and accounted for as a reverse recapitalization, the common stock has been retrospectively restated to reflect the issuance of 2,356,712,066 shares of MDLK common stock for all periods presented.
| F-13 |
MODULINK INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
(UNAUDITED)
| NOTE 19 | STOCKHOLDERS’ EQUITY (CONT’D) |
Series A Convertible Preferred Shares
The number of authorized Series A Convertible Preferred is Five Hundred Thousand () Shares. Shares Issued and Outstanding as of March 31, 2026 and December 31, 2025 were shares. Each holder of Series A Convertible Preferred Shares is entitled to vote together with holders of the common stock with each one Series A Convertible Preferred A Share voting as twenty thousand shares of Common Stock. Similarly, each one share of Series A Convertible Preferred Share is convertible into twenty thousand shares of Common Stock.
On February 7, 2025, the Board changed the name of the Preferred A Stock to “the Series A Convertible Preferred” stock. The Series A Convertible Preferred Stock has a par value of $ and authorized shares, of which are issued and outstanding.
Currently, holders of Series A Convertible Preferred
Stock are:
As disclosed in Note 24 – Subsequent Events, the Company issued an aggregate of shares of Series A Convertible Preferred Stock subsequent to March 31, 2026. As of the date of this Quarterly Report, the Company had shares of preferred stock issued and outstanding.
(B) Dividends
The Company has not declared any dividends since incorporation.
| NOTE 20 | RELATED PARTY TRANSACTIONS |
Except as set forth below, during the three months
ended March 31, 2026 and 2025, the Company did not enter into any material transactions or series of transactions that would be considered
material in which any officer, director or beneficial owner of
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.
For the three months ended March 31, 2026 and
2025, the Company recognized rental expense of $
In addition to the transactions and balances detailed elsewhere in these financial statements, the Company had the following transactions with the related company:
| Three months ended March 31, 2026 | Three months ended March 31, 2025 | |||||||
| Project and design management service fees paid to Zenith (PMS) Limited | $ | $ | ||||||
| Product development fees paid to Leidenford Ltd. | $ | $ | ||||||
| F-14 |
MODULINK INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
(UNAUDITED)
| NOTE 21 | NET LOSS PER ORDINARY SHARE |
Net loss per share information for the three months ended March 31, 2026 and 2025 was as follows:
| Three months ended March 31, 2026 | Three months ended March 31, 2025 | |||||||
| Numerator: | ||||||||
| Net loss attributable to common stockholders | $ | ( | ) | $ | ( | ) | ||
| Denominator: | ||||||||
| Weighted average number of shares outstanding: | ||||||||
| Basic | ||||||||
| Diluted | ||||||||
| Net loss per ordinary share: | ||||||||
| Basic | $ | ( | ) | $ | ( | ) | ||
| Diluted | $ | ( | ) | $ | ( | ) | ||
The Company had convertible preferred stock outstanding during the three months ended March 31, 2026 and 2025, which is potentially dilutive upon conversion to ordinary shares. Accordingly, diluted net loss per share has been calculated to reflect the potential impact of such conversions. The Company did not have any stock options or warrants issued and outstanding during the periods presented. As mentioned in Note 1, the Share Exchange between the Company and MIL was a merger of entities under common control and accounted for as a reverse recapitalization, the common stock has been retrospectively restated to reflect the issuance of 2,356,712,066 shares of MDLK common stock for all periods presented. The weighted average number of shares outstanding for three months ended March 31, 2026 and 2025 was presented as if all the shares of the Company issued on May 30, 2025 for the Share Exchange occurred at the beginning of the earliest reporting period.
| NOTE 22 | REVENUE |
The breakdown of revenue for the three months ended March 31, 2026 and 2025 is as follows:
Three months ended March 31, 2026 | Three months ended March 31, 2025 | |||||||
| Design and build services | $ | $ | ||||||
| Project design and management services | ||||||||
| Sales of goods | ||||||||
| Total | $ | $ | ||||||
| F-15 |
MODULINK INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
(UNAUDITED)
| NOTE 23 | INCOME TAXES |
The Company was incorporated in the State of Nevada,
which currently does not impose a state corporate income tax. The Company is, however, subject to the federal corporate income tax rate
of
The subsidiary incorporated in the British Virgin
Islands is not subject to income tax under the relevant regulations. Under the current Hong Kong Inland Revenue Ordinance, the Company’s
subsidiaries operating in Hong Kong are subject to the Hong Kong Profits Tax at the two-tiered profits tax rates from
Income is subject to taxation in various countries in which the Company and its subsidiaries operate or are incorporated.
| NOTE 24 | SUBSEQUENT EVENTS |
Except as disclosed below, the Company has evaluated all transactions and events after the balance sheet date and has determined that no additional disclosures are required.
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 Robotics”), a Hong Kong-based robotics and intelligent automation company. On April 23, 2026, the Company completed the acquisition pursuant to the terms of the Share Purchase Agreement. As consideration for the acquisition, the Company issued 6,500 shares of its preferred stock at approximately US$98.62 per share, representing aggregate consideration of approximately HKD 5,000,000 (approximately USD 641,026) payable to the selling shareholder. Following completion of the transaction, ASA Robotics became a majority-owned subsidiary of the Company.
Private Placement Financing
On May 5, 2026, the Company entered into securities purchase agreements with three investors in connection with the initial closing of a private placement offering of the Company’s Series A Convertible Preferred Stock (the “Series A Preferred Stock”). The Company may offer up to an aggregate of 12,500 shares of Series A Preferred Stock in the offering for aggregate gross proceeds of up to approximately USD 1,000,000, if fully subscribed.
As of the date of this Quarterly Report, the Company received aggregate gross proceeds of approximately USD 300,000 from the sale of 3,750 shares of Series A Preferred Stock at a purchase price of USD 80.00 per share. Each share of Series A Preferred Stock is convertible into 20,000 shares of the Company’s common stock, representing an initial conversion price of USD 0.004 per share of common stock, subject to customary anti-dilution adjustments, including stock splits, stock dividends, combinations, reclassifications, and similar recapitalization events.
The Series A Preferred Stock is convertible at the option of the holder following the earlier of (i) six months from the date of issuance or (ii) the occurrence of a qualified liquidity event, as defined in the transaction documents. The Series A Preferred Stock votes together with the Company’s common stock on an as-converted basis, except as otherwise required by law. Dividends on the Series A Preferred Stock are non-cumulative and payable only if and when declared by the Company’s Board of Directors.
| F-16 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis of our Company’s financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and the related notes included elsewhere in the report. This discussion contains forward-looking statements that involve risks and uncertainties. Actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of various factors. See “Cautionary Note Concerning Forward-Looking Statements” on page ix.
Unless otherwise noted, all currency figures quoted as “U.S. dollars”, “dollars” or “$” refer to the legal currency of the United States. Throughout this report, assets and liabilities of the Company’s subsidiaries are translated into U.S. dollars using the exchange rate on the balance sheet date. Revenue and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive income (loss) within the unaudited condensed consolidated statements of changes in stockholders’ (deficit) equity.
Unless indicated otherwise, throughout this Quarterly Report on Form 10-Q, we refer to ModuLink Inc. and its consolidated subsidiaries, as “MDLK,” “we,” “us” and “our.”
Numerical information in this report is presented on a rounded basis using actual amounts. Minor differences in totals and percentage calculations may exist due to rounding.
Description of Business
ModuLink Inc. is a Nevada holding company that, through its subsidiaries, is primarily engaged in property development, construction, design services, AI healthcare solutions, and environmental technology applications. The Company is focused on developing technology-enabled and sustainable communities through the integration of modular integrated construction technology (“MiC”), smart home and property management systems enabled by AI Internet of Things (“AIoT”) technology, artificial intelligence (“AI”) solutions for healthcare and elderly care, and atmospheric water generator (“AWG”) technologies.
The Company seeks to develop sustainable, technology-enabled communities that enhance quality of life through the construction of smart, energy-efficient structures designed to be secure, adaptable, and future-ready. Its business strategy focuses on projects and solutions intended to improve living standards, reduce environmental impact, and promote innovation across the real estate, healthcare, and smart infrastructure sectors in Australia, Canada, Hong Kong, and other selected international markets.
By embracing advanced technologies, the Company expects to achieve competitive advantages, support sustainable growth, and address the evolving needs of modern urban and community environments. The Company believes that careful planning, strategic investment, and effective risk management are essential to maximizing the potential of these innovative solutions and supporting long-term success. The Company is committed to advancing the boundaries of construction innovation, smart living, healthcare technology, and sustainable infrastructure. However, the extent to which these initiatives contribute to future value creation will depend on a number of factors, including market conditions, financing availability, regulatory developments, customer adoption and the Company’s ability to execute its business plan.
Property Development, MiC and Smart Home Solutions
In carrying out its property development activities, the Company relies on third-party manufacturers and strategic partners to supply key components of its proprietary ModuLink platform, including modular steel structures, certain smart building components, and atmospheric water generators. These systems are designed or specified in-house and incorporate technologies that are owned or controlled by the Company. ModuLink collaborates with its strategic partners in the production and supply chain management of such components in accordance with the Company’s design specifications and quality standards.
| 2 |
In the Company’s real estate development segment, the Company is pursuing opportunities in Vancouver involving the application of its Smart Home AI system in residential developments. The Company views these projects as pilot and demonstration opportunities for future market expansion. In addition, the Company is seeking strategic investors and partners to support the development of pilot modular townhouse projects in Vancouver, which are intended to demonstrate the advantages of modular construction, including improved efficiency, shorter development timelines, and potential cost savings.
The Company has not undertaken any MiC projects since 2024. During this period, it has focused on preparatory activities, including regulatory planning, site identification, feasibility assessments, and capital planning, in order to establish a foundation for future execution. The Company is currently evaluating cost-effective locations and engaging in feasibility discussions with local partners and landowners to assess project viability, market potential, and strategic fit, particularly in Canada, Australia, and Hong Kong. Subject to obtaining the necessary funding, the Company intends to commence one to two MiC projects within the next twelve months. In parallel, ModuLink continues to explore potential development opportunities in Australia, North America, and selected parts of Europe.
AWG Business
The Company is developing its AWG business line as part of its sustainable infrastructure strategy. The Company plans to deploy its existing AWG products in Australia, particularly in remote and underserved areas where access to reliable water supply may be limited. Its current AWG system is capable of extracting up to 100 liters of water per day from the air, which the Company believes makes it suitable for remote project sites and off-grid applications. The Company expects that use of these systems may reduce both the cost and carbon emissions associated with transporting water to such locations.
The Company is also preparing to launch AWG 2.0, a new product designed for office and home use. AWG 2.0 is expected to produce up to 10 liters of water per day and to feature a more modern consumer-oriented design, together with improved cost and power efficiency. The Company currently expects to launch its early-bird program in June 2026, followed by a Kickstarter campaign in August 2026, with first shipments anticipated in the fourth quarter of 2026.
AI Healthcare and Elderly Care Solutions
The Company is expanding its AI healthcare business in Australia, with a particular focus on nursing centers and elderly care facilities through the deployment of its Luna AI system and AI chatbot solutions. The AI chatbot is expected to be soft-launched in Hong Kong and Sydney, Australia, in the second quarter of 2026. The distribution channel in Australia is currently under development. These technologies are intended to improve communication, monitoring, operational efficiency, and quality of care for elderly patients.
The Company is also preparing to launch AWG 2.0, a new product designed for office and home use. Powered by the Company’s proprietary technologies, AWG 2.0 is expected to produce up to 10 liters of water per day and to feature a more modern consumer-oriented design, together with improved cost and power efficiency. The Company currently expects to launch its early-bird program in June 2026, followed by a Kickstarter campaign in August 2026, with first shipments anticipated in the fourth quarter of 2026.
Manufacturing, Supply Chain and Strategic Partnerships
In addition to core manufactured components, the Company sources various auxiliary materials, equipment, and technologies from local suppliers in the jurisdictions where its projects are developed. This hybrid sourcing strategy is intended to improve cost efficiency, reduce logistical complexity, and support regional supply networks.
To mitigate geopolitical, regulatory, and operational risks, the Company is actively exploring opportunities to identify and engage qualified manufacturing partners outside of mainland China. Its objective is to diversify its supply chain by establishing relationships with suppliers in jurisdictions that offer competitive cost structures, manufacturing capability, and regulatory stability. The Company believes this initiative will strengthen supply chain resilience while maintaining the quality and performance standards required by its proprietary technologies.
| 3 |
On July 1, 2025, the Company entered into a cooperation agreement with a wholly owned subsidiary of Hume Plasterboard Pty Ltd. (“Hume”), a building materials supplier in Australia. The agreement has a term of one year, subject to extension upon one month’s prior written notice by either party. Under this cooperation arrangement, the parties collaborate in connection with the application of MiC technologies across a range of housing developments, with a shared focus on quality, speed, and sustainability. The Company leads project planning and modular design, while Hume supplies off-site prefabricated MiC components using building materials in accordance with the Company’s design requirements and applicable local building codes. The Company believes this collaboration combines ModuLink’s modular construction expertise with Hume’s building materials capabilities to support the delivery of faster, greener, and smarter building solutions.
The Company also intends to continue its cooperation with Hume and explore opportunities to expand the relationship to include new products and building materials sourced from overseas through the Company’s ModuLink network, while leveraging Hume’s established sales and distribution channels to facilitate market penetration in the Australian market.
Because the Company depends on third-party manufacturers and partners for certain aspects of its operations, any interruption in the provision of products or services by these third parties, whether due to supply chain disruptions, regulatory restrictions, geopolitical developments, or other factors, may impair the Company’s ability to deliver products, systems, or development projects in a timely or cost-effective manner.
ASA Robotics Distribution and Acquisition
On September 29, 2025, the Company’s wholly owned subsidiary, ModuLink Innotech Limited (“MITL”), entered into a three-year exclusive distribution and marketing agreement with ASA Robotics Limited (“ASA Robotics”). Under this arrangement, MITL was appointed as ASA Robotics’ exclusive partner to promote, market, and distribute ASA Robotics’ AI Health System, Luna CAT, a fall detection and prevention solution designed for elderly care, in Hong Kong and international markets. In addition, the parties agreed in principle to explore the potential co-development of next-generation AI companion services, subject to future definitive agreements addressing scope, responsibilities, and commercial terms.
On April 23, 2026, the Company completed the acquisition of a 60% equity interest in ASA Robotics Limited, a Hong Kong company engaged in robotics and intelligent automation solutions. The Company believes this acquisition represents a strategic step in expanding its capabilities in AI-enabled healthcare, elderly care, and institutional support environments. ASA Robotics has deployed technologies across multiple public and private hospitals in Hong Kong, including applications involving geriatric care, patient support, inventory digitization, and workflow optimization. The Company expects the integration of ASA Robotics’ technologies to complement its broader ecosystem of smart living, modular construction, and IoT-enabled solutions.
Capital Resources and Financing
The Company’s sources of capital include the sale of equity securities, including common stock and preferred stock sold in private transactions, as well as short-term and long-term debt. The Company expects to finance future acquisitions, development activities, and expansion initiatives through a combination of equity financing, debt financing, and strategic investments.
The Company is currently engaged in active discussions to raise funding necessary to support its potential property development projects in Hong Kong, Canada, and Australia. The Company also believes that successful execution of its growth strategy may support future increases in shareholder value, although there can be no assurance that such value will be realized.
| 4 |
The Company believes that, if it is able to successfully raise approximately US$5 million through its next round of private placement financing, it will be in a position to commence its real estate modular housing projects within the next twelve months. If the Company is able to raise approximately US$10 million through additional private placement financing, it expects to begin land acquisition activities to establish a land reserve for future development projects.
The Company is indebted to Zenith (Hong Kong) Engineering Limited (“Zenith (HK)”) in the approximate amount of US$134,886 as of March 31, 2026. Pursuant to the Stock Purchase Agreement dated January 22, 2025, 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 currently due and payable.
The Company is currently negotiating with Zenith (HK) a proposed arrangement pursuant to which the existing notes payable would be replaced with preferred shares of the Company, with the objective of reducing or eliminating future interest expense that would otherwise be incurred under the notes. However, there can be no assurance that the parties will reach a definitive agreement on such terms, or at all. If the Company is unable to complete such arrangement or otherwise satisfy these obligations on acceptable terms, its ability to implement its business plan or expand its business could be materially adversely affected.
Recent Change in Control
On January 22, 2025, Raymond Valdez, the sole executive officer and director entered into the Stock Purchase Agreement, pursuant to which Mr. Valdez agreed to sell (the “Sale”) to ModuLink Inc., a British Virgin Islands corporation (“ModuLink BVI”), and Zenith (Hong Kong) Engineering Limited, a Hong Kong corporation (“Zenith (HK)”), 200,000 shares of Preferred A shares, representing all of the issued and outstanding shares of Preferred A, and the transfer of certain promissory notes of the Company held by third parties, in an aggregate consideration of Two Hundred Eighty Thousand Dollars ($280,000). Each holder of Preferred A shares is entitled to vote together with holders of the common stock with each one Preferred A share voting as twenty thousand shares of common stock. Similarly, each one share of Preferred A is convertible into twenty thousand shares of common stock. The Sale consummated on February 10, 2025.
In connection with the Sale, Raymond Valdez and Bill Martin resigned from all of their positions with the Company and the following persons were appointed to the offices set forth next to their names, effective February 10, 2025:
| Name | Position | |
| TAM, Hin Wah Anthony | Chairman | |
| FU, Wah | Chief Executive Officer | |
| AU-YEUNG, Sai Kit | Chief Financial Officer and Secretary | |
| WONG, Ho Man Alex | Non-Executive Director | |
| FUNG, Kwai Kin | Non-Executive Director |
TAM, Hin Wah Anthony, our Chairman of the Board is the controlling shareholder of ModuLink BVI. PUN, Ah Keung is the sole shareholder of Zenith (HK).
As part of the Sale, the each of Bearcreek Resourses, Inc., a Montana corporation, and Tala Media Corp., a Wyoming corporation, transferred to Zenith (HK) certain convertible promissory notes of the Company in the principal amounts of $65,000 and $75,000, respectively on January 30, 2025. The notes are convertible into shares of the 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.
| 5 |
The Company, Mr. Valdez, ModuLink BVI and Zenith (HK) further agreed that the parties intend to transfer ownership of Witech to Mr. Valdez or its designees as part of the sale of the Preferred A shares. The transfer has been completed on May 1, 2025.
The foregoing descriptions of the Stock Purchase Agreement, each of the promissory notes transferred to Zenith (HK), and the Waiver and Amendment Agreement of promissory notes are qualified in their entirety by reference to the Stock Purchase Agreement, which is filed as Exhibits 10.1 through and including 10.5 to the Registration Statement on Form 10-12G/A filed with the Securities and Exchange Commission and are incorporated herein by reference.
Immediately prior to the closing of the transactions contemplated in the Stock Purchase Agreement, the Company amended and restated its Articles of Incorporation to amend the rights, powers and designations of the Series A Convertible Preferred Stock so that each holder of Preferred A shares is entitled to vote together with holders of the common stock with each one Preferred A share voting as twenty thousand shares of common stock, representing an increase from the prior voting ratio of one to ten thousand. Similarly, each one share of Preferred A became convertible into twenty thousand shares of common stock, representing an increase from the prior conversion ratio of one to ten thousand. The Company also confirmed the Company’s prior cancellation of the Series B Preferred Stock.
Acquisition of ModuLink Investment Limited, our property development business adopting modular construction technology
On March 28, 2025, the Company entered into a Share Exchange Agreement (the “Share Exchange”) of all the issued and outstanding shares with the shareholders of ModuLink Investment Limited (hereafter referred to as, ModuLink), a British Virgin Islands limited liability company. ModuLink and its subsidiaries engage in the property development industry adopting modular construction technology by leveraging Modular Integrated Construction (MiC), Atmospheric Water Generators (AWG), and Internet of Things (IoT) technology enhanced by AI to redefine property development. The Company agreed to issue 2,356,712,066 shares of common stock, at a valuation of $0.0034 per share, in exchange for all the issued and outstanding shares with the shareholders of ModuLink. 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 ModuLink. 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/A filed with the Securities and Exchange Commission and is incorporated herein by reference.
Prior to the acquisition of ModuLink 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, ModuLink will comprise the ongoing operations of the combined entity and its senior management will serve as the senior management of the combined entity, ModuLink 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 ModuLink after the acquisition date. ModuLink 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.
| 6 |
As at the date of this Quarterly Report, our corporate structure is described below:
| (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. |
| (9) | ASA Robotics Limited is a Hong Kong limited liability company specializing in advanced robotics and AI automation solutions for healthcare and industrial applications. The Company completed the acquisition of 60% interest in ASA Robotics Limited pursuant to the terms of the Share Purchase Agreement on April 23, 2026. |
| 7 |
Business and Financial plans
| · | AI Healthcare and Elderly Care Expansion |
The Group is actively expanding its AI healthcare business in Australia, with a particular focus on nursing centers and elderly care facilities through the deployment of its Luna AI system and AI chatbot solutions. These technologies are designed to support elderly patients by improving communication, monitoring, service efficiency, and overall care quality.
Beyond Australia, the Group intends to extend this AI healthcare development model into Singapore and Canada, particularly in Vancouver and Toronto, where similar demand for elderly care innovation and healthcare support solutions is emerging.
In Hong Kong, the Luna AI System continues to be applied successfully in both public and private hospitals, as well as in nursing centers and retirement housing for the elderly. The Group believes that its continued adoption in Hong Kong demonstrates the scalability and practical value of its AI-enabled healthcare solutions across institutional and residential care settings.
| · | Real Estate Development and Smart Home AI Applications |
In the real estate development segment, the Group is pursuing a project in Vancouver involving the application of its Smart Home AI system in residential developments. This project is intended to serve as a demonstration and pilot model for future expansion into the local market.
At the same time, the Group is seeking strategic investors and partners to collaborate on the development of pilot modular townhouse projects in Vancouver. These projects are expected to showcase the advantages of modular construction, including improved construction efficiency, reduced development timelines, and cost savings, thereby maximizing value and benefits for the Group and its partners.
| · | MiC Development Strategy and Project Pipeline |
The Company has not undertaken any Modular Integrated Construction (MiC) projects since 2024. During this period, it has focused on key preparatory activities, including regulatory planning, site identification, feasibility assessments, and capital planning, in order to establish a solid foundation for future project execution.
The Company is currently evaluating cost-effective locations and conducting feasibility discussions with local partners and landowners to assess project viability, market potential, and strategic fit, particularly in Canada, Australia, and Hong Kong. Subject to the successful securing of the necessary funding, the Company intends to commence one to two MiC projects within the next twelve months.
In parallel, ModuLink continues to explore potential development opportunities in Australia, North America, and selected parts of Europe.
| 8 |
| · | AWG Development and Deployment |
The Group plans to deploy its existing Atmospheric Water Generator (AWG) products in Australia, particularly in remote and underserved areas where access to reliable water supply may be limited. The Group’s current AWG system is capable of extracting up to 100 liters of water per day from the air, making it suitable for remote project sites and off-grid applications. The deployment of this system is expected to reduce both the cost and carbon emissions associated with transporting water to those locations.
In addition, the Group is preparing to launch AWG 2.0, a new model designed for office and home use. This product is expected to produce up to 10 liters of water per day and will feature a more modern and stylish design, along with improved cost efficiency and power efficiency. The Group currently expects to launch AWG 2.0 in late June 2026.
| · | Funding Requirements and Capital Deployment |
The Group is currently engaged in active discussions to raise the funding necessary to support its potential property development projects in Hong Kong, Canada, and Australia.
The Company believes that, if it is able to successfully raise approximately US$5 million through its next round of private placement financing, it will be in a position to commence its real estate modular housing projects within the next twelve months.
If the Company is able to raise approximately US$10 million through additional private placement financing, it expects to begin land acquisition activities in order to establish a land reserve for future development projects.
| · | Acquisition of ASA Robotics Limited |
On April 23, 2026, the Company completed the acquisition of a 60% equity interest in ASA Robotics Limited (“ASA Robotics”), a company incorporated in Hong Kong and engaged in robotics and intelligent automation solutions.
The acquisition was completed pursuant to a definitive share purchase agreement previously entered into by the parties.
As consideration for the acquisition, the Company issued 6,500 shares of preferred stock at approximately US$98.62 per share, representing aggregate consideration of approximately HKD 5.0 million (approximately US$641,026). Following completion of the transaction, ASA Robotics became a majority-owned subsidiary of the Company.
The Company believes that this acquisition represents a strategic step in expanding its capabilities in AI-enabled solutions for healthcare and institutional environments. ASA Robotics 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, is designed to improve patient safety, operational efficiency, and quality of care, particularly for elderly populations.
The integration of ASA Robotics’ technologies is expected to complement the Company’s existing ecosystem of smart living, modular construction, and IoT-enabled solutions, thereby strengthening the Group’s position in the development of technology-enabled communities and healthcare infrastructure.
| 9 |
Results of Operations.
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 markets, including residential, commercial, industrial, and remote or resource-scarce environments.
We are at a development stage company and during the three months ended March 31, 2026 and 2025, the Company derived revenue primarily from modular building construction and design services business. We reported a net loss of $208,865 for the three months ended March 31, 2026, compared to a net loss of $206,876 for the same period in 2025. We had current assets of $519,164 and current liabilities of $835,056 as of March 31, 2026. As of December 31, 2025, our current assets and current liabilities were $616,427 and $729,388, respectively. We had net cash used in operating activities of $80,962 for the three months ended March 31, 2026 and net cash used in operating activities of $811,255 for the three months ended March 31, 2025. As at March 31, 2026 and December 31, 2025, we had accumulated deficit of $4,328,716 and $4,119,851, respectively.
Our financial statements for the periods ended March 31, 2026 and 2025 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.
Based on management’s best estimates, the Company believes it has sufficient financial resources to meet its obligations for at least the next twelve months.
| 10 |
Results of Operations
For the Three Months Ended March 31, 2026 and 2025
The following table sets forth selected financial information from our consolidated statements of operations and comprehensive loss for the three months ended March 31, 2026 and 2025:
Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Revenues: | ||||||||
| Design and build services | $ | 144,338 | $ | 300,019 | ||||
| Project design and management services | – | 129,077 | ||||||
| Sales of goods | 7,502 | – | ||||||
| Total revenue | 151,840 | 429,096 | ||||||
| Cost of revenue | (135,732 | ) | (379,550 | ) | ||||
| Gross profit | 16,108 | 49,546 | ||||||
| Operating expenses: | ||||||||
| General and administrative expenses | (204,167 | ) | (247,113 | ) | ||||
| Loss from operation | (188,059 | ) | (196,567 | ) | ||||
| Other expenses, net | (837 | ) | (487 | ) | ||||
| Sharing of associate loss | (19,969 | ) | – | |||||
| Loss before income taxes | (208,865 | ) | (198,054 | ) | ||||
| Income tax expense | – | (8,822 | ) | |||||
| Net Loss | $ | (208,865 | ) | $ | (206,876 | ) | ||
Revenue
During the three months ended March 31, 2026 and 2025, the following customers accounted for 10% or more of our total net revenues.
| Three months ended March 31, 2026 | Three months ended March 31, 2025 | |||||||||||||||
| Customer | Revenues | Percentage of revenues | Revenues | Percentage of revenues | ||||||||||||
| An individual customer based in Hong Kong | $ | 144,338 | 95% | $ | 300,019 | 70% | ||||||||||
| Zenith (HK) Engineering Limited | – | –% | 129,077 | 30% | ||||||||||||
| Total: | $ | 144,338 | 95% | $ | 429,096 | 100% | ||||||||||
Revenue decreased to $151,840 for the three months ended March 31, 2026, from $429,096 for the same period in 2025. The decrease was primarily due to the completion of a project design and management services project for a customer in Hong Kong.
| 11 |
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 addition, revenue for the quarter included contributions from a residential design, build, and project management engagement with an individual customer based in in Hong Kong, which commenced in January 2025, further expanding our service portfolio and reinforcing our presence in the region. Revenue recognized from this project during the three months ended March 31, 2026 amounted to $144,338. We expect to complete this project in the second half year of 2026.
Cost of Revenue
Cost of revenue decreased to $135,732 for the three months ended March 31, 2026, from $379,550 for the same period in 2025. The decrease was consistent with the corresponding decrease in revenue and was primarily attributable to the completion of the project design and management services project in Hong Kong. Cost of revenue primarily consisted of labor and subcontracted services.
Gross Profit
Gross profit was $16,108 for the three months ended March 31, 2026, compared to $49,546 for the same period in 2025. The decrease was primarily due to the completion of the project design and management services project in Hong Kong, which contributed higher revenue and profit margins in the corresponding prior-year period.
General and administrative expenses (“G&A expenses”)
General and administrative expenses were $204,167 for the three months ended March 31, 2026, compared to $247,113 for the same periods in 2025. 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 general and administrative expenses decreased during the current period as the Company incurred more professional fees including legal, advisory and due diligence expenses in the first quarter of 2025.
Income Tax Expense
We did not incur any income tax expenses for the three months ended March 31, 2026, as our operating subsidiaries recorded estimated tax losses during the period (2025: $8,822). The Company’s subsidiaries operating in Hong Kong are subject to Hong Kong Profits Tax under the two-tiered tax rate regime, with rates ranging from 8.25% to 16.5% on assessable profits, after applying the applicable tax concession for the relevant tax year.
Other expenses, net
This amount represents promissory note interest payable to our noteholders, net of bank and loan interest income earned during the period.
| 12 |
Sharing of associate loss
The amount represents the Company’s share of losses from its associate, ModuLink Australia Pty Limited, for the three months ended March 31, 2026. The associate had not yet commenced operations during the corresponding period in 2025.
Net loss
As a result of the above factors, the Company incurred a net loss of $208,865 and net loss of $206,876 for the three months ended March 31, 2026 and 2025, respectively.
Working Capital
As of March 31, 2026, our cash and cash equivalents amounted to $70,035, and our working capital deficit was $315,892. As of December 31, 2025, we have cash and cash equivalents of $152,786 and working capital deficit of $112,961. The increase in working capital deficit was primarily attributable to operating losses incurred during the reporting period, together with ongoing working capital requirements and general operating expenses.
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 $134,886 as of March 31, 2026. 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.
| 13 |
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 favourable 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 $208,865 for the three months ended March 31, 2026 and we expect to continue to incur net losses for the foreseeable future. We expect net cash expended in 2026 to be higher than 2025. As of March 31, 2026, we had an accumulated deficit of $4,328,716. 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 March 31, 2026:
| Contractual Obligations | Total | Less than 1 year | 1-3 Years | 3-5 Years | More than 5 Years | |||||||||||||||
| $ | $ | $ | $ | $ | ||||||||||||||||
| Account payables | 25,000 | 25,000 | – | – | – | |||||||||||||||
| Accrued expenses and other payables | 324,385 | 324,385 | – | – | – | |||||||||||||||
| Contract liabilities | 106,866 | 106,866 | – | – | – | |||||||||||||||
| Tax liabilities | 55,500 | 55,500 | – | – | – | |||||||||||||||
| Amount due to related companies | 78,575 | 78,575 | – | – | – | |||||||||||||||
| Amount due to directors | 109,844 | 109,844 | ||||||||||||||||||
| Notes payable | 134,886 | 134,886 | – | – | – | |||||||||||||||
| Total obligations | 835,056 | 835,056 | – | – | – | |||||||||||||||
| 14 |
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.
| 15 |
| · | Revenue recognition |
The Company derives a significant portion of revenues from contracts with its customers during the three months ended March 31, 2026 and 2025, 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 three months ended March 31, 2026 and 2025.
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.
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.
| 16 |
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 three months ended March 31, 2026 and 2025.
| · | 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$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiary are recorded as a separate component of accumulated other comprehensive income within the statements of changes in shareholders’ equity.
| 17 |
Translation of amounts from HKD into US$ has been made at the following exchange rates for the three months ended March 31, 2026 and 2025:
| March 31, 2026 | December 31, 2025 | |||||||
| 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.
| 18 |
| · | 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 operating segment and a 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.
| 19 |
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.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
As a “smaller reporting company”, we are not required to provide the information required by this Item.
Item 4. 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 March 31, 2026.
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.
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 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, we may become involved in litigation relating to claims arising out of its operations in the normal course of business. We are not involved in any pending legal proceeding or litigation, and to the best of our knowledge, no governmental authority is contemplating any proceeding to which we are a party or to which any of our properties is subject, which would reasonably be likely to have a material adverse effect on us.
Item 1A. Risk Factors
As a “smaller reporting company”, we are not required to provide the information required by this Item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
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, ModuLink), a British Virgin Islands limited liability company. ModuLink 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 ModuLink. 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 ModuLink. 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 and is incorporated herein by reference.
On January 26, 2026, the Company entered into a definitive Share Purchase Agreement to acquire a 60% equity interest in ASA Robotics Limited (“ASA Robotics”), a Hong Kong-based robotics and intelligent automation company. On April 23, 2026, the Company completed the acquisition pursuant to the terms of the Share Purchase Agreement. As consideration for the acquisition, the Company issued 6,500 shares of its preferred stock at approximately US$98.62 per share, representing aggregate consideration of approximately HKD 5,000,000 (approximately USD 641,026) payable to the selling shareholder. The foregoing description of the Share Purchase Agreement is qualified in its entirety by reference to the Share Purchase Agreement which is filed as Exhibit 10.11 to this Quarterly Report and is incorporated herein by reference.
On May 5, 2026, the Company entered into securities purchase agreements with three investors in connection with the initial closing of a private placement offering of the Company’s Series A Convertible Preferred Stock (the “Series A Preferred Stock”). The Company may offer up to an aggregate of 12,500 shares of Series A Preferred Stock in the offering for aggregate gross proceeds of up to approximately USD 1,000,000, if fully subscribed. As of the date of this Quarterly Report, the Company received aggregate gross proceeds of approximately USD 300,000 from the sale of 3,750 shares of Series A Preferred Stock at a purchase price of USD 80.00 per share. Each share of Series A Preferred Stock is convertible into 20,000 shares of the Company’s common stock, representing an initial conversion price of USD 0.004 per share of common stock, subject to customary anti-dilution adjustments, including stock splits, stock dividends, combinations, reclassifications, and similar recapitalization events. These Series A Preferred Stock has been issued to the respective investors. The foregoing description of the Share Purchase Agreement is qualified in its entirety by reference to the Share Purchase Agreement which is filed as Exhibit 10.12 to this Quarterly Report and is incorporated herein by reference.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not Applicable.
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Item 5. Other Information
During the period ended
March 31, 2026, no director or officer
Item 6. Exhibits
| Exhibit No. | Description | |
| 3.1 | Amended and Restated Articles of Incorporation (1) | |
| 3.2 | Bylaws (1) | |
| 4.1 | Specimen certificate evidencing shares of Common Stock (2) | |
| 10.1 | Stock Purchase Agreement Stock, dated January 22, 2025, by and among International Endeavors Corporation, a Nevada corporation, Raymond Valdez, ModuLink Inc., a British Virgin Islands corporation, and Zenith (Hong Kong) Engineering Limited, a Hong Kong limited liability company (1) | |
| 10.2 | Debt Purchase and Assignment Agreement, dated January 30, 2025, by and between Bearcreek Resources, a Montana corporation, and Zenith (Hong Kong) Engineering Limited, a Hong Kong limited liability company (1) | |
| 10.3 | Debt Purchase and Assignment Agreement, dated January 30, 2025, by and between Tala Media Corp., a Wyoming corporation, and Zenith (Hong Kong) Engineering Limited, a Hong Kong limited liability company (1) | |
| 10.4 | Waiver and Amendment Agreement, dated February 28, 2025, by and between International Endeavors Corporation, a Nevada corporation, and Zenith (Hong Kong) Engineering Limited, a Hong Kong limited liability company (1) | |
| 10.5 | Share Exchange Agreement, dated March 28, 2025, by and among International Endeavors Corporation, a Nevada corporation, ModuLink Investment Limited (“ModuLink”), a British Virgin Islands corporation, and the shareholders of ModuLink (1) | |
| 10.6 | Agency Cooperation Agreement, dated January 1, 2025, by and between GAC Energy Technology Co., Ltd. and ModuLink InnoTech Limited (3) | |
| 10.7 | CRCC – Kwan Lee – Paul Y. JV Works Order of Lok Ma Chau Loop, dated December 11, 2021 (1) | |
| 10.8 | Design Services Management Agreement, dated August 1, 2024, by and between Zenith Integrated Modular Limited and Zenith (Hong Kong) Engineering Limited, a Hong Kong limited liability company (1) | |
| 10.9 | Design and Project Services Management Agreement, dated August 1, 2024, by and between Zenith Integrated Modular Limited and Zenith (PMS) Limited, a Hong Kong limited liability company (1) | |
| 10.10 | Written Description of the Oral Agreement for Product Development Services (4) | |
| 10.11 | Share Purchase Agreement dated January 26, 2026 by and among the Company, ModuLink Innotech Limited, and Wah Shing Lam and ASA Robotics Limited (5) | |
| 10.12 | Securities Purchase Agreement dated May 5, 2026 between the Company and individual investors (6) | |
| 31.1 | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended * | |
| 31.2 | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended * | |
| 32.1 | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 * | |
| 32.2 | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 * | |
| 101.INS | Inline XBRL Instance Document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (formatted in iXBRL, and included in exhibit 101) |
_______________________
| * | Filed herewith. |
| (1) | Incorporated by reference to the Exhibits to the Registration Statement on Form 10-12G filed with the Securities and Exchange Commission on May 30, 2025. |
| (2) | Incorporated by reference to the Exhibits to the Registration Statement on Form 10-12G/A filed with the Securities and Exchange Commission on July 3, 2025. |
| (3) | Incorporated by reference to the Exhibits to the Registration Statement on Form 10-12G/A filed with the Securities and Exchange Commission on August 12, 2025. |
| (4) | Incorporated by reference to the Exhibits to the Registration Statement on Form 10-12G/A filed with the Securities and Exchange Commission on September 18, 2025. |
| (5) | Incorporated by reference to the Exhibits to the Form 8-K filed with the Securities and Exchange Commission on January 30, 2026. |
| (6) | Incorporated by reference to the Exhibits to the Form 8-K filed with the Securities and Exchange Commission on May 8, 2026. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| ModuLink Inc. | ||
| By: | /s/ FU, Wah | |
| FU, Wah | ||
| Title: Chief Executive Officer | ||
| May 20, 2026 | ||
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