MDLK 10-K & 10-Q changes, risk factors and insider trading
ModuLink Inc. · OTC · Hotels, Rooming Houses, Camps & Other Lodging Places · CIK 1611046 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “Risks Related to Our Business and Industry”
New heading “We have not yet begun generating significant revenue as our business of building properties through the use of modular integrated construction technology (“MiC”), embedded with atmospheric water generators (“AWG”), together with a property management system powered by internet of things technology (“IoT”), is at a development stage that is dependent upon the financial support of our stockholders to finance our operations. Further, our financial statements have been prepared assuming that we will continue as a going concern. As such, we are dependent upon the continued support of our insiders to continue operations.”
New heading “We have substantial customer concentration, with two customers accounting for all of our 2025 revenues.”
New heading “We cannot assure you that our current business plan will be successful as initiation of our property development projects require significant upfront financing.”
New heading “We are susceptible to consumer demand risk.”
New heading “We are not parties to long term contracts with our clients and operate on a project by project basis. As a result, historical results of operations are not indicative of our future performance or prospects.”
New heading “We rely on third-party manufacturers and partners for critical components, and any interruptions in the provision of products provided by these third parties may impair our ability to deliver properties to our clients.”
New heading “We may face construction services shortages which may adversely affect our ability to deliver modular units.”
New heading “We are subject to legal and compliance risks.”
New heading “If we are unable to protect the confidentiality of our trade secrets, our business and competitive position would be harmed.”
New heading “We are also subject to other risks and uncertainties that affect many other businesses, including:”
New heading “Risks Related to Our Finances and Capital Requirements”
New heading “We will need additional funding and may be unable to raise capital when needed, which would force us to delay any property development projects or land parcels acquisitions.”
New heading “Raising additional capital may cause a dilution of ownership interests to our existing stockholders or restrict our operations.”
New heading “We are indebted to Zenith (HK), a customer that accounted for approximately 17% and 72% of our revenues for the year ended December 31, 2025 and 2024, in the approximate amount of US$132,260 as of December 31, 2025.”
New heading “Risks Relating to Doing Business in Hong Kong.”
New heading “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.”
New heading “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.”
New heading “Adverse regulatory developments in China may subject us to additional regulatory review, and additional disclosure requirements and regulatory scrutiny to be adopted by the SEC in response to risks related to recent regulatory developments in China may impose additional compliance requirements for companies like us with significant China-based operations, all of which could increase our compliance costs, subject us to additional disclosure requirements.”
New heading “We may be exposed to liabilities under the Foreign Corrupt Practices Act, and any determination that we violated the Foreign Corrupt Practices Act could have a material adverse effect on our business.”
New heading “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.”
New heading “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.”
New heading “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.”
New heading “If any dividend is declared in the future and paid in a foreign currency, you may be taxed on a larger amount in U.S. dollars than the U.S. dollar amount that you will actually ultimately receive.”
New heading “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.”
New heading “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.”
New heading “We and our shareholders face uncertainties with respect to indirect transfers of equity interests in PRC resident enterprises by their non-PRC holding companies.”
New heading “PRC laws and regulations have established more complex procedures for certain acquisitions of Chinese companies by foreign investors, which could make it more difficult for us to pursue growth through acquisitions in China.”
New heading “Failure to comply with PRC regulations regarding the registration requirements for employee stock ownership plans or share option plans may subject the PRC plan participants or us to fines and other legal or administrative sanctions.”
New heading “If we become directly subject to the recent scrutiny, criticism and negative publicity involving U.S.-listed Chinese companies, we may have to expend significant resources to investigate and resolve the matter which could harm our business operations and our reputation and could result in a loss of your investment in our shares, especially if such matter cannot be addressed and resolved favorably.”
New heading “Substantially all of our assets and a majority of our officers and directors are located in Hong Kong. As a result, it may be difficult for stockholders to enforce any judgment obtained in the United States against us, our officers or directors, which may limit the remedies otherwise available to our stockholders.”
New heading “Risks Relating to Securities Markets and Investment in Our Stock”
New heading “There is not now and there may not ever be an active market for our Common Stock. There are restrictions on the transferability of these securities.”
New heading “Our common stock is subject to the “penny stock” rules of the sec and the trading market in our securities is limited, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock.”
New heading “You may experience substantial dilution of your investment in our securities as a result of the potential conversion of certain outstanding preferred stock into shares of our common stock.”
New heading “We are a controlled company subject to the control of ModuLink BVI, and our directors, TAM, Hin Wah Anthony, FU, Wah and AU-YEUNG, Sai Kit, together with our other insiders beneficially own a significant portion of our stock, and accordingly, have control over stockholder matters, our business and management.”
New heading “State securities laws may limit secondary trading, which may restrict the states in which and conditions under which you can sell the shares offered by the registration statement.”
New heading “Anti-takeover effects of certain provisions of Nevada state law hinder a potential takeover of our company.”
New heading “Because we do not intend to pay any cash dividends on our common stock, our stockholders will not be able to receive a return on their shares unless they sell them.”
New heading “Our stock may be subject to substantial price and volume fluctuations due to a number of factors, many of which are beyond our control and may prevent our stockholders from reselling our Common Stock at a profit.”
Removed heading “We have a limited operating history that you can use to evaluate us, and the likelihood of our success must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered by a small developing company.”
Removed heading “We have had net losses which creates substantial doubt about our ability to continue as a going concern.”
Removed heading “We depend highly on our current president who has limited experience in running a public company.”
Removed heading “Loss of our CEO could adversely affect our business”
Removed heading “Our management has limited experience in running a public company”
Removed heading “There are increased costs and regulations associated with operating a public company and with only two officers and directors we will have limited internal accounting controls.”
Removed heading “There is no assurance of a public market or that the common stock will ever trade on a recognized exchange. Therefore, you may be unable to liquidate your investment in our stock.”
Removed heading “Since two stockholders, upon completion of the offering will beneficially own the significant majority of our outstanding common shares, they will retain the ability to potentially control our management and the outcome of corporate actions requiring stockholder approval notwithstanding the overall opposition of our other stockholders. This concentration of ownership could discourage or prevent a potential takeover of our company that might negatively impact the value of your common shares.”
Removed heading “Because of competitive pressures from competitors with more resources, IEC may fail to implement its business model profitably.”
Removed heading “We are dependent on the popularity of our products.”
Removed heading “Our plans to acquire and develop additional land for vineyards may not happen due to a lack of expertise and funding.”
Removed heading “We have no experience in the industries we endeavor to grow.”
Removed heading “As a small company it is doubtful that we could compete in the RV property or wine industry.”
Removed heading “Drought in Southern California could affect out ability to establish a vineyard.”
Removed heading “Wine production and sales are subject to extensive regulation.”
Removed heading “Agricultural operations are subject to a broad range of federal and state regulatory requirements.”
Removed heading “We may be unable to compete with larger or more established companies.”
Removed heading “We may require additional financing in order to implement our business plan.”
Removed heading “There is a potential for dilution should we engage of some form of fund raising in the future.”
Removed heading “Due to our limited operating history, we will have to use all our existing resources to market our existing products and develop our distribution channels.”
Removed heading “We may be unable to scale our operations successfully.”
Removed heading “Our officers have little experience in the businesses we are entering and he will be reliant on consultants and others who have greater management experience. The lack of experience in all of the businesses we are entering could impact our return on investment, if any.”
Removed heading “As there is no public market for our common shares, they are an illiquid investment and investors may not be able to sell their shares.”
Removed heading “If our shares of common stock are actively traded on a public market, they will in all likelihood be penny stocks.”
Removed heading “Because our securities may be subject to penny stock rules, you may have difficulty reselling your shares.”
Removed heading “This statement contains forward looking statements which are speculative in nature.”
Removed heading “We have not paid, and do not intend to pay, cash dividends in the foreseeable future.”
Removed heading “ITEM 2. DESCRIPTION OF PROPERTY”
Removed heading “CORPORATE INFORMATION”
Removed heading “Office and Facilities”
Removed heading “WEBSITE POSTING OF SEC FILINGS”
Removed heading “Bankruptcy or Receivership or Similar Proceedings”
Largest changes
“Adverse conditions in our target markets or nationally could be caused or worsened by factors outside of our control, including slow or negative economic growth, sustained elevated mortgage interest rates and inflation, and various other macroeconomic as well as geopolitical concerns, such as military conflicts in Ukraine and the Middle East, and the U.S. federal government’s financial and regulatory stability with the recent significant increase in import tariffs. …”see in full comparison
“Failure to comply with PRC regulations regarding the registration requirements for employee stock ownership plans or share option plans may subject the PRC plan participants or us to fines and other legal or administrative sanctions.”see in full comparison
“Additionally, we are involved in legal, arbitral or regulatory proceedings or investigations incidental to our business, the outcome or settlement of which could result in material claims, losses, monetary damage awards, penalties, or other direct or indirect payments recorded against our earnings, or injunctions, consent decrees or other voluntary or involuntary restrictions or adjustments to our business operations or practices. Any adverse results could be beyond our expectations, insurance coverage and/or accruals at particular points in time. …”see in full comparison
“Pursuant to SAFE Circular 37, PRC residents who participate in share incentive plans in overseas non-publicly-listed companies may submit applications to SAFE or its local branches for the foreign exchange registration with respect to offshore special purpose companies. …”see in full comparison
“We have not yet begun generating significant revenue as our business of building properties through the use of modular integrated construction technology (“MiC”), embedded with atmospheric water generators (“AWG”), together with a property management system powered by internet of things technology (“IoT”), is at a development stage that is dependent upon the financial support of our stockholders to finance our operations. Further, our financial statements have been prepared assuming that we will continue as a going concern. …”see in full comparison
“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. …”see in full comparison
Full comparison: every changed paragraph (188)
The following information sets forth risk factors that could cause our actual results to differ materially from those contained in forward-looking statements we have made in this Annual Report and those we may make from time to time. You should carefully consider the risks described below, in addition to the other information contained in this Annual Report, before making an investment decision. Our business, financial condition or results of operations could be harmed by any of these risks. The risks and uncertainties described below are not the only ones we face. Additional risks not presently known to us or other factors not perceived by us to present significant risks to our business at this time also may impair our business operations.
Risks Related to Our Business and Industry
We have not yet begun generating significant revenue as our business of building properties through the use of modular integrated construction technology (“MiC”), embedded with atmospheric water generators (“AWG”), together with a property management system powered by internet of things technology (“IoT”), is at a development stage that is dependent upon the financial support of our stockholders to finance our operations. Further, our financial statements have been prepared assuming that we will continue as a going concern. As such, we are dependent upon the continued support of our insiders to continue operations.
We have not yet begun generating significant revenues and are dependent upon the continued support of our majority shareholders to continue operations. Our financial statements have been prepared assuming that we will continue as a going concern. Our continuation as a going concern is dependent upon improving our profitability and the continuing financial support from our stockholders. If our assumption regarding profitability or the continued support of our stockholders is not valid, we may not be able to pursue our business plan or continue operations as planned, which may materially and adversely affect our financial condition and results of operations. Further, the value of your securities may be significantly and adversely affected or become worthless.
We have substantial customer concentration, with two customers accounting for all of our 2025 revenues.
We currently derive all of our revenues from two customers based in Hong Kong, each of which accounted 82% and 17% of our revenues in fiscal 2025. In fiscal 2024, two customers accounted for 72% and 28% of our revenues. There are inherent risks whenever a large percentage of total revenues are concentrated with a limited number of customers. It is not possible for us to predict the future level of demand for our services that will be generated by these customers or the future demand for the products and services of these customers in the end-user marketplace. In addition, revenues from two customers, may fluctuate from time to time based on the commencement and completion of projects, the timing of which may be affected by market conditions or other facts, some of which may be outside of our control. Further, some of our contracts with these larger customers permit them to terminate our services at any time (subject to notice and certain other provisions). If any of these customers experience declining or delayed sales due to market, economic or competitive conditions, we could be pressured to reduce the prices we charge for our services which could have an adverse effect on our margins and financial position, and could negatively affect our revenues and results of operations and/or trading price of our common stock. We are not parties to long term contracts with these two customers. If either of these two customers terminates our services, such termination will materially and significantly affect our revenues and results of operations and/or trading price of our common stock.
We cannot assure you that our current business plan will be successful as initiation of our property development projects require significant upfront financing.
We cannot guarantee the success of our current business strategy. The initiation of our property development projects is heavily reliant on securing adequate funding to cover the upfront costs of land acquisition and procuring modular integrated units from manufacturers. While these initial investments are dependent on secured funding, the ongoing construction expenses are expected to be financed through pre-sale deposits. However, the timing and revenue generated from property sales remain challenging to forecast, as they are influenced by market conditions and other external factors. Our business plan is subject to modifications over time, driven by fluctuations in real estate market dynamics, economic trends, the availability and cost of capital, and potential changes in legislation.
We are susceptible to consumer demand risk.
Adverse conditions in our target markets or nationally could be caused or worsened by factors outside of our control, including slow or negative economic growth, sustained elevated mortgage interest rates and inflation, and various other macroeconomic as well as geopolitical concerns, such as military conflicts in Ukraine and the Middle East, and the U.S. federal government’s financial and regulatory stability with the recent significant increase in import tariffs. Among other impacts, a severe or sustained economic contraction or stagflation around the globe may trigger a rise in home sales contract cancellations. In addition, these conditions, along with heightened competition from other homebuilders and sellers and landlords of existing homes may lead us to reduce our home selling prices or offer other concessions to attract or retain buyers, negatively affecting our revenues and margins and, to the extent the concessions we offer are not sufficient to attract and retain buyers, our net orders.
We are not parties to long term contracts with our clients and operate on a project by project basis. As a result, historical results of operations are not indicative of our future performance or prospects.
Our construction services and property development projects are unique and project-specific, and we are engaged on a project by project basis. Customers are not parties to on-going contracts and there is no assurance that the Company can retain customers. For these reasons, we believe that our results of operations during the periods presented in this Annual Report are not comparable. Moreover, the historical financial information included in this Annual Report may not be indicative of our future performance or prospects. There can be no assurance that we will be able to achieve similar growth trend of our business in our home markets and/or the international markets where the business, regulatory and customer landscapes may differ significantly from Hong Kong. As such, our past historical results of operations may not be indicative of our future performance or prospects.
We rely on third-party manufacturers and partners for critical components, and any interruptions in the provision of products provided by these third parties may impair our ability to deliver properties to our clients.
We depend on third-party providers for various critical components of our property development projects, such as the manufacturing of modular integrated units and our proprietary atmospheric water generators. These elements are fundamental to our deliverables, and reliance on third parties exposes us to elevated operational risks. As we do not oversee the manufacturing processes of these external providers, there is a possibility that they may fail to supply the required modular integrated units to the expected standards or encounter unforeseen challenges. In such scenarios, securing suitable alternatives promptly, efficiently, and under favorable terms could prove challenging or even impossible. This could result in disruptions to our operations, financial losses, costs associated with addressing deficiencies, diminished customer satisfaction, damage to our reputation, legal or regulatory liabilities, or other adverse effects that may significantly impact our business.
We may face construction services shortages which may adversely affect our ability to deliver modular units.
Though our critical components modular integrated units are manufacturing in the factory, we rely on a network of local workers to perform limited installation and interfacing services. However, our industry and the Hong Kong and Australian economies have experienced labor shortages, as well as delays with respect to state and municipal construction permitting, inspections and utility processes. Such constraints, cost pressures and delays have increased our costs, reduced our revenues, and in some instances, led to home sales contract cancellations or lower customer satisfaction.
YOU SHOULD CAREFULLY CONSIDER THE POSSIBILITY THAT YOUR ENTIRE INVESTMENT MAY BE LOST. AS SUCH, YOU ARE ENCOURAGED TO EVALUATE THE FOLLOWING RISK FACTORS AND ALL OTHER INFORMATION CONTAINED IN THIS PROSPECTUS BEFORE PURCHASING OUR COMMON STOCK. OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. ANY OF THE FOLLOWING RISKS COULD ADVERSELY AFFECT OUR BUSINESS, FINANCIAL CONDITION AND RESULTS OF OPERATIONS, AND COULD RESULT IN COMPLETE LOSS OF YOUR INVESTMENT.
We have a limited operating history that you can use to evaluate us, and the likelihood of our success must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered by a small developing company.
We were incorporated in Nevada on May 7, 2014. We have limited financial resources and only limited revenues to date. The likelihood of our success must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered by a small developing company starting a new business enterprise and the highly competitive environment in which we will operate. Since we have a limited operating history, we cannot assure you that our business will be profitable or that we will ever generate sufficient revenues to fully meet our expenses and totally support our anticipated activities.
All of our capital and assets have been provided by or acquired from our principal shareholders and third parties and through a Private Placement of the shares being registered. We estimate that we may have sufficient capital to operate for the next twelve (12) months. We cannot assure you, however, that we will be able to sustain the business for the long term nor that we may not need to obtain additional capital in the future. We can also not assure you that we will be able to obtain any required financing on a timely basis, or if obtainable, that the terms will not materially dilute the equity of our current stockholders. If we are unable to obtain financing on a timely basis, we may have to significantly or entirely curtail our business objectives, which could result in our having to discontinue some of our operations and plans.
We have had net losses which creates substantial doubt about our ability to continue as a going concern.
Since inception, May 7, 2014 through December 31, 2016 we have had net losses. As we have limited operations and have yet to attain profitability our auditor has expressed substantial doubt about our ability to continue as a going concern. (See: Report Of Independent Registered Public Accounting Firm, page 20).
We depend highly on our current president who has limited experience in running a public company.
We depend highly on Nate Engel, our CEO and director, who may be difficult to replace. Nate Engel at this point, only devotes approximately 25% of his time per week to our business, has only several years of industry experience and has not previously headed a public company. Our plan of operations is dependent upon the continuing support and business expertise of Nate Engel.
Loss of our CEO could adversely affect our business
Loss of Nate Engel could slow the growth of our business, or it may cease to operate at all, which may result in the total loss of investor's investments.
Our management has limited experience in running a public company
Nate Engel, has no experience in running a public company. He is vaguely familiar with the reporting requirements of the Securities and Exchange Commission. Nate Engel will rely on the expertise of outside counsel and consultants to insure proper filing and the meeting of deadlines.
There are increased costs and regulations associated with operating a public company and with only two officers and directors we will have limited internal accounting controls.
There are a number of expenses and costs associated with operating a public company including filing expenses, transfer agent, stock issuance and maintenance costs, accounting, legal and auditing expenses that will materially increase the company's operating expenses and make it more difficult for the company's businesses to produce operating profits. Our CEO has no prior experience managing a public company. With only two officers and directors there will be no internal oversight to the company's financial reporting, initially, except from the company's outside auditors.
There is no assurance of a public market or that the common stock will ever trade on a recognized exchange. Therefore, you may be unable to liquidate your investment in our stock.
There is no established public trading market for our common stock. Our shares are not and have not been listed or quoted on any exchange or quotation system. There can be no assurance that a market maker will agree to file the necessary documents with finra, nor can there be any assurance that such an application for quotation will be approved or that a regular trading market will develop or that if developed, will be sustained. In the absence of a trading market, an investor may be unable to liquidate their investment.
Since two stockholders, upon completion of the offering will beneficially own the significant majority of our outstanding common shares, they will retain the ability to potentially control our management and the outcome of corporate actions requiring stockholder approval notwithstanding the overall opposition of our other stockholders. This concentration of ownership could discourage or prevent a potential takeover of our company that might negatively impact the value of your common shares.
Nate Engel owns approximately 33% of our outstanding common shares and Mary Davis owns approximately 28% and will continue to do so after the filing of this registration statement. As a consequence of his stock ownership position, Nate Engel and Mary Davis will retain the ability to elect a majority of our board of directors, and thereby control our management. Nate Engel and Mary Davis also have the ability to control the outcome of corporate actions requiring stockholder approval, including mergers and other changes of corporate control, any private transactions, and other extraordinary transactions. The concentration of ownership by Nate Engel and Mary Davis could discourage investments in our company, or prevent a potential takeover of our company which will have a negative impact on the value of our securities.
Because of competitive pressures from competitors with more resources, IEC may fail to implement its business model profitably.
RV parks and the wine industry are extremely competitive and dominated by several large entities. The market for customers is intensely competitive and such competition is expected to continue to increase (see "competition"). We believe that our ability to compete depends upon many factors within and beyond our control, including the timing and market acceptance of new solutions and enhancements to existing businesses developed by us, our competitors, and their advisors.
We are dependent on the popularity of our products.
Our ability to generate revenue and to be successful in implementing our business plan is dependent on our ability to market our current property for RVs and acquire, and develop additional properties.
Our plans to acquire and develop additional land for vineyards may not happen due to a lack of expertise and funding.
Our ability to acquire additional land for vineyard production or RV properties may not occur due to our inexperience in locating properties and our lack of capital for acquisition of additional land which could have a negative impact on our plans to grow.
VineyardsWe are subject to diseases.warranty
risks.
Our property development business is subject to warranty and construction defect claims. Due to our dependence on the performance of independent third party manufacturers and contractors to provide products and materials and carry out certain homebuilding activities, inherent uncertainties, including obtaining recoveries from responsible parties and/or their or our insurers, our recorded warranty and other liabilities may be inadequate to address future claims, which, among other things, could require us to record charges to increase such liabilities. We may also record charges to reflect our then-current claims experience, including the actual costs incurred. Home warranty and other construction defect issues may also generate negative publicity, including on social media and the internet, that detracts from our reputation and efforts to sell homes.
We are subject to legal and compliance risks.
Our operations are subject to myriad legal and regulatory requirements, which can delay our operational activities, raise our costs and/or prohibit or restrict homebuilding in some areas. These requirements often provide broad discretion to government authorities, and they could be interpreted or revised in ways unfavorable to us. The costs to comply, or associated with any noncompliance, are, or can be, significant and variable from period to period. With respect to environmental laws, in addition to the risks and potential operational costs discussed above, we have been, and we may in the future be, involved in federal, state and local air and water quality agency investigations or proceedings for potential noncompliance with their rules, including rules governing discharges of materials into the air and waterways; stormwater discharges from community sites; and wetlands and listed species habitat protection. We could incur penalties and/or be restricted from developing or building at certain community locations during or as a result of such agencies’ investigations or findings.
Additionally, we are involved in legal, arbitral or regulatory proceedings or investigations incidental to our business, the outcome or settlement of which could result in material claims, losses, monetary damage awards, penalties, or other direct or indirect payments recorded against our earnings, or injunctions, consent decrees or other voluntary or involuntary restrictions or adjustments to our business operations or practices. Any adverse results could be beyond our expectations, insurance coverage and/or accruals at particular points in time. Unfavorable outcomes, as well as unfavorable investor, analyst or news reports related to our industry, company, personnel, governance or operations, may also generate negative publicity, including on social media and the internet, damaging our reputation and resulting in the loss of customers or revenues. We may also face similar reputational impacts if our sustainability initiatives or objectives and/or our social or governance practices do not meet the standards set by investors or third-party rating services. Low third-party ratings could result in our common stock not being recommended for or selected by investors with certain mandates or priorities.
Should we be successful in establishing a vineyard, vineyards are subject to diseases which could destroy crops. As a small company it would be difficult for us to sustain a loss of a grape stock once the vineyard is established. Diseases could spread to where it could cause us to lose our entire grape stock.
We have no experience in the industries we endeavor to grow.
Our management has no experience in the RV property or vineyard\wine industries. We will depend on outside consultants for property acquisition for RV properties and vineyards as well as for the development of those properties. If we are unable to hire outside consultants due to lack of funds our ability to expand and to operate would be negatively impacted.
As a small company it is doubtful that we could compete in the RV property or wine industry.
We are a newly formed, small undercapitalized company. It will be difficult for us to compete in either the RV property industry or the vineyard\wine industries.
Drought in Southern California could affect out ability to establish a vineyard.
Drought in southern California has been severe in the last few years. We will depend on wells and the aquifer systems below ground for water for vineyard growth. If water should become unavailable it would cause us to potentially lose any vineyards which we may have established.
Wine production and sales are subject to extensive regulation.
Wine production and sales are subject to extensive regulation by the United States Department of Treasury Alcohol and Tobacco Tax and Trade Bureau ("TTB"), the California department of alcohol beverage control ("CABC") and other state and federal governmental authorities that regulate interstate sales, licensing, trade and pricing practices, labeling, advertising and other activities. In recent years, federal and state authorities have required warning labels on beverages containing alcohol. Restrictions or taxes imposed by government authorities on the sale of wine could increase the retail price of wine, which could have an adverse effect on demand for wine in general. New or revised regulations or increased licensing fees or excise taxes on wine, if enacted, could reduce demand for wine and have an adverse effect on our business, negatively impacting our results of operations and cash flows.
Agricultural operations are subject to a broad range of federal and state regulatory requirements.
We are also subject to a broad range of federal and state regulatory requirements regarding our agricultural operations and practices. Agricultural operations are subject to regulations governing the storage and use of fertilizers, fungicides, herbicides, pesticides, fuels, solvents and other chemicals. These regulations are subject to change and conceivably could have a significant impact on operating practices, chemical usage, and other aspects of our business.
We may be unable to compete with larger or more established companies.
We face a large and growing number of competitors in the RV property and vineyard\wine industries. Many of these competitors have substantially greater financial, technical and marketing resources, larger customer bases, longer operating histories, greater name recognition, and more established relationships in the industry than does the company. As a result, many of these competitors are in a better position to compete with us for product and customers. We cannot be sure that we will be able to compete successfully with existing or new competitors.
We may require additional financing in order to implement our business plan.
In the event we are unable to acquire additional financing, we may not be able to implement our business plan resulting in a loss of revenues and ultimately the loss of any shareholder's investment.
Management's Discussion & Analysis (MD&A)
New heading “Forward-Looking Statements”
New heading “The following discussion of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the related notes thereto and other financial information appearing elsewhere in this Form 10.”
New heading “Proposed Acquisition of ASA Robotics Limited”
New heading “Comparison of the fiscal years ended December 31, 2025 and 2024”
New heading “Cost of Revenue”
New heading “General and administrative expenses (“G&A expenses”)”
New heading “Income Tax Expense”
New heading “Net Cash Used In Operating Activities”
New heading “Net Cash Used In Investing Activities”
New heading “Net Cash Provided by Financing Activities”
New heading “Material Cash Requirements”
New heading “Critical Accounting Policies and Estimates.”
Removed heading “Plan of Operations”
Removed heading “Significant Accounting Policies and Estimates”
Removed heading “Revenue Recognition”
Removed heading “Capital Expenditures”
Removed heading “Use of Estimates”
Removed heading “Results of Operations”
Removed heading “For The Year Ended December 31, 2016 and for the Year Ended December 31,2015”
Largest changes
“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. …”see in full comparison
“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. …”see in full comparison
“Our financial statements for the years ended December 31, 2025 and 2024 have been prepared assuming that we will continue as a going concern. Our continuation as a going concern is dependent upon improving our profitability and the continuing financial support from our stockholders and Zenith (Hong Kong) as more fully described in the sub-section entitled “Going Concern” below. The Company plans to secure additional funding to support its current operations, expected future growth and strategic objectives. …”see in full comparison
“The following discussion of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the related notes thereto and other financial information appearing elsewhere in this Form 10.”see in full comparison
“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. …”see in full comparison
“Our auditor's report states the following with regard to our ability to continue as a going concern, "The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note #2 to the financial statements, although the Company has limited operations it has yet to attain profitability. This raises substantial doubt about its ability to continue as a going concern. Management's plan in regard to these matters is also described in Note #2. …”see in full comparison
Full comparison: every changed paragraph (143)
Forward-Looking Statements
Statements in the following discussion and throughout this Annual Report that are not historical in nature are “forward-looking statements.” You can identify forward-looking statements by the use of words such as “expect,” “anticipate,” “estimate,” “may,” “will,” “should,” “intend,” “believe,” and similar expressions. Although we believe the expectations reflected in these forward-looking statements are reasonable, such statements are inherently subject to risk and we can give no assurances that our expectations will prove to be correct. Actual results could differ from those described in this Annual Report because of numerous factors, many of which are beyond our control. These factors include, without limitation, those described under Item 1A “Risk Factors.” We undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this filing or to reflect actual outcomes. Please see “Forward Looking Statements” at the beginning of this Form 10.
The following discussion of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the related notes thereto and other financial information appearing elsewhere in this Form 10.
Overview
The Company is engaged in the business of property development by implementing modular integrated construction technology (“MiC”), embedded with our proprietary atmospheric water generators (“AWG”) and property management system by internet of things technology (“IoT”). We believe that these technologies support the development of sustainable and intelligent properties tailored for a varieties market, including residential, commercial, industrial, and remote or resource-scarce environments.
The Company is strategically positioned for growth by leveraging its integrated ecosystem that combines modular construction, clean energy solutions, water-from-air technologies, IoT-enabled smart living platforms, and AI-driven healthcare systems. Management expects increasing global demand for sustainable, technology-enabled communities to drive expansion across key markets, including Asia and Australia. The Company’s approach of integrating hardware and software into a unified platform enables more efficient construction, reduced resource consumption, and enhanced quality of life for residents. Strategic collaborations with industry partners in robotics, construction, and green technologies are expected to further accelerate deployment capabilities and support scalable growth across residential, healthcare, and senior living sectors.
Looking ahead, the Company anticipates that its proprietary innovations—such as air-to-water generation systems and AI-powered assisted living solutions—will create new revenue opportunities through both project-based deployments and recurring SaaS-driven models. The planned rollout of next-generation products, including household water generation systems and expanded IoT platforms, is expected to strengthen market positioning and diversify revenue streams. Management believes that its focus on cost efficiency, sustainability, and rapid deployment provides a competitive advantage as regulatory requirements and consumer preferences increasingly favor environmentally responsible solutions. While the Company remains subject to execution risks, including market adoption, capital requirements, and technological development timelines, it is committed to disciplined growth, strategic investment, and operational scalability to enhance long-term shareholder value.
We are at a development stage company and during the years ended December 31, 2025 and 2024, the Company derived revenue primarily from modular building construction and design services business. We reported a net loss of $1,270,120 and $283,378 for the years ended December 31, 2025 and 2024, respectively. We had current assets of $616,427 and current liabilities of $729,388 as of December 31, 2025. As of December 31, 2024, our current assets and current liabilities were $1,030,614 and $904,610, respectively. We had net cash used in operating activities of $1,236,551 for the year ended December 31, 2025 and net cash used in operating activities of $345,193 for the year ended December 31, 2024. As at December 31, 2025 and 2024, we had accumulated deficit of $4,119,851 and $2,849,731, respectively.
Our financial statements for the years ended December 31, 2025 and 2024 have been prepared assuming that we will continue as a going concern. Our continuation as a going concern is dependent upon improving our profitability and the continuing financial support from our stockholders and Zenith (Hong Kong) as more fully described in the sub-section entitled “Going Concern” below. The Company plans to secure additional funding to support its current operations, expected future growth and strategic objectives. Management is actively pursuing financing opportunities through debt and equity transactions, as well as exploring new development projects and accelerating the commercialization of its products. If successfully executed, these initiatives are expected to generate positive operating cash flows and improve the Company’s financial position.
Based on management’s current estimates, the Company believes that, assuming continued financial support from officers, directors and existing shareholders, continued forbearance from Zenith (HK), and/or the successful completion of additional financing, it may have sufficient liquidity to meet its obligations and fund its operations for at least the next twelve months. However, there can be no assurance that such support, forbearance or financing will continue to be available on acceptable terms, or at all, and these conditions raise substantial doubt about the Company’s ability to continue as a going concern.
Proposed Acquisition of ASA Robotics Limited
On January 26, 2026, the Company entered into a definitive Share Purchase Agreement to acquire a 60% equity interest in ASA Robotics Limited (“ASA”), a Hong Kong-based robotics and intelligent automation company. The acquisition will be completed through the issuance of 6,500 shares of the Company’s preferred stock, representing total consideration of approximately HKD 5,000,000 (approximately USD 641,026), subject to customary closing conditions.
The transaction was originally expected to close on or before February 28, 2026. On February 27, 2026, the parties mutually agreed to extend the anticipated closing date to allow additional time to complete certain capital restructuring and governance arrangements relating to ASA. The Company expects to complete the acquisition as soon as practicable.
As of the date of issuance of these financial statements, the transaction has not yet closed. Accordingly, no amounts related to the proposed acquisition have been recognized in the accompanying consolidated financial statements. The proposed acquisition represents a non-recognized subsequent event.
The Company is progressing with its proposed acquisition of a 60% equity interest in Asa Robotics Limited (“ASA”), a Hong Kong–based artificial intelligence and robotics company focused on elderly care and healthcare applications. Management believes this acquisition represents a strategic step in expanding the Company’s capabilities in AI-enabled solutions within healthcare and institutional environments. ASA has demonstrated practical deployment of its technologies across multiple public and private hospitals in Hong Kong, including applications in geriatric care, patient support, inventory digitization, and workflow optimization. Its product portfolio, including AI-powered companion and monitoring systems, supports improved patient safety, operational efficiency, and quality of care, particularly for elderly populations. The integration of ASA’s technologies is expected to complement the Company’s existing ecosystem of smart living, modular construction, and IoT-enabled solutions, further strengthening its position in the development of technology-enabled communities and healthcare infrastructure.
The parties have mutually agreed to extend the expected completion timeline to allow for the finalization of certain capital restructuring matters and the establishment of an optimized governance framework for ASA. Management believes that completing these steps prior to closing will strengthen ASA’s shareholder structure and support long-term strategic alignment, including the involvement of an institutional and technology-focused minority investor. While the timing of completion may extend beyond initial expectations, the Company remains committed to consummating the transaction as soon as practicable, subject to customary closing conditions and regulatory approvals. Upon completion, management anticipates that ASA’s established deployments and ongoing institutional engagements will provide a foundation for future expansion into hospitals, elderly care facilities, and other healthcare-related environments, as well as potential entry into selected overseas markets, thereby contributing to the Company’s long-term growth strategy.
GENERAL
We were incorporated in Nevada on May 7, 2014 and we have elected, for the purpose of filing our Registration Statement with the SEC and preparing our audit, December 31 as our fiscal year end.
Initially we had acquired 10 acres of land in the Wine district of Temecula Valley Wine country for Recreational Vehicles to lease as vacation rental space. We sold the land at a loss of $45,111 on July 22, 2016 for $75,000. We determined that we needed to acquire land that was in a more strategic location for vineyard development, wine tours and RV space rental as well for the establishment of a "Glamping" design which we could we could also incorporate into future Vineyard and wine themed land acquisitions. As such we acquired 6 acres of land with a restaurant on site in Warner Springs, Ca for $450,394 which was generating $1,205 in revenue from the rental of a restaurant on the property. 3 acres are zoned commercial and 3 acres are zoned agricultural. Subsequent to the acquisition we have initiated the development of the property towards our goal of establishing a wine themed glamping site with a small vineyard which we anticipate being completed sometime in the 3rd quarter of 2017. In addition we acquired 13.85 acres in San Diego County for $99,000 fordevelopinga vineyard and a lot in Rancho California RV Park for RV rental. We plan on harvesting grapes from the vineyard for our private labeled wines to offer to our customers as well as for sale through our website and local establishments. We believe that focusing on land acquisition in the area for supporting the tourism industry that the Temecula wine country has developed can be a profitable and expanding business.
We have also worked with local establishments for the marketing of our wine tours. Some of the establishments that we currently work with are salons, spas, restaurants and vineyards some of which have wine tasting and tours already established.
During the year ended December 31, 2016 we had revenues of $2,410 from the leasing of our restaurant, and revenues of 58,124 from our wine tours and total operating expenses of $72,837, and after loss on sale of property and loss on impairment of website, a net loss of $122,330.
During the year ended December 31, 2015 we had revenues of $43,000 from the leasing of our RV property, and revenues of 55,943 from our wine toursand total operating expenses of $170,988, and a net loss of $72,045.
It is the intention of the Company to continue to develop and market our existing property in the Temecula Valley Wine country in Southern California, develop part of our existing properties as a vineyard, private label wines from local vineyards for sale, increase our wine tour business and look forward towards acquiring additional properties for both the development of RV property as well as vineyards. In addition we plan to continue development of our wine label RVino.
Plan of Operations
RV Site Operations
We leased spaces for a total of $43,000 through the year ended December31, 2015and had no RV space leases in 2016. We plan on developing our six acre property for Glamping and for RV space rental. We plan on leasing our RV property in Rancho California in the third quarter of 2017.
Private Label Wine
We are in process of label design for our privately labeled wine under our brand, RVino. We expect to have the design completed in the 2nd quarter of 2017. We anticipate working with one of the local wineries in Temecula for private labeling our wine and initiating bottling and labeling in the second quarter of 2017. Cost is expected to be approximately $5,000 for a minimum order. As we have not selected the winery or the type of wine we will initially bottle the exact price cannot be determined at this time.
Vineyard Development
We have 3 acres allocated for vineyard development on our 6 acre property in Temecula, Ca. Currently we are in process of developing the land for the vineyard. In addition we are planning on developing our 13.85 acre property for vineyard development which we anticipate starting on in the 3rd or 4th quarter of 2017.
We do not currently have any funding in place or plans for funding for the acquisition of additional land for vineyard development or to hire consultants to help us with land acquisitions or vineyard development.
Wine Tours
We conducted wine tours at the year ended December 31, 2016 and generated revenues of $58,124. We plan on continuing to market and develop our wine tours in the future.
We conducted wine tours at the year ended December 31, 2015 and generated revenues of $55,943. We plan on continuing to market and develop our wine tours in the future.
As at December 31, 2016 the Company had $3,313 of cash on hand, total assets of $587,288 and $553,680 of liabilities.
As at December 31, 2015 the Company had $8,996 of cash on hand, total assets of $159,138 and $3,200 of liabilities.
The Company believes that it may have sufficient capital to operate over the next twelve (12) months.
Significant Accounting Policies and Estimates
Management's Discussion and Analysis of Financial Condition and Results of Operations discusses the Company's financial statements which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management bases its estimates and judgments on historical experiences and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
Revenue Recognition
The Company recognizes revenue in accordance with Accounting Standards Codification No. 605, "Revenue Recognition" ("ASC-605"), ASC-605 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectibility is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectibility of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company will defer any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required.
The Company's revenues have been generated through lease agreements for our RV property and our wine tours. The terms of these agreements generally consist solely of upfront payments which are refundable should the lessee choose to terminate the lease within 10 (ten) days of signing the lease agreement. After 10 (ten) days the lease payment becomes non-refundable. Revenues from leasing fees are recognized upon the signing of the lease agreement.
For the year ended December 31, 2016, all payments met the above criteria thereby allowing for the recognition of revenue for the lease arrangements upon the signing of the lease agreement. Revenue from wine tours is recognized at the time of payment for the tour.
When non-refundable payments do not meet this criteria, the revenues are recognized over the expected period of performance. We periodically review for any expected period of substantial involvement under the agreements that provide for non-refundable up-front payments. If ever applicable, we will adjust the amortization periods when appropriate to reflect changes in assumptions relating to the duration of our expected involvement.
Capital Expenditures
We capitalize expenditures for land improvement when they are not part of normal maintenance. In December of 2016 we have capitalized improvements on property at 23446 Hwy 79 which were specifically for grading of the land to make the land usable for our RV lease operation. To date we have paid $29,135, as a capital expenditure, for the grading of the property.
In 2015 we capitalized expenditures for land improvement when they were not part of normal maintenance. In December of 2015wehad capitalized improvements on our 10 acre parcel of land which were specifically for grading of the land to make the land usable for our RV lease operation. To date we have paid $11,800, as a capital expenditure, for the grading of the property. The property was sold in 2016 at a loss as we determined the property to be inadequate for the purpose of developing a vineyard.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires us to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from the estimates.
Results of Operations
ForResults theof Year Ended December 31,2016 andOperations for the Year Ended December
31, 2015.2025 and 2024
Comparison of the fiscal years ended December 31, 2025 and 2024
The following table sets forth certain operational data for the years indicated:
Revenue
During the year ended December 31, 2025 and 2024, the following customers accounted for 10% or more of our total net revenues.
The significant increase in revenue to $1,294,549 in 2025 from $409,342 in 2024 by approximately 216% was primarily attributable to revenue contributions from the new design and build services project provided to an individual customer in Hong Kong. In August 2024, we entered into a design services management agreement with Zenith (HK) for a total contract sum of HK$4,000,000 (approximately $513,000). Under this agreement, we provided technical design manpower services for the Sheung Shui Town Lot No. 263 (F0874), Kwu Tung North Podium and Tower project. Our scope of work included deploying skilled technical personnel to support design development, project planning, coordination activities, and close collaboration with Zenith HK’s internal team. This engagement marked a strategic shift toward service-based offerings that leverage our technical expertise while requiring less capital investment than traditional design and build contracts. The project was completed as scheduled in June 2025. In contrast, the corresponding period in 2024 reflected lower revenue following the completion of our design and build project with CRCC – Kwan Lee – Paul Y. JV in early 2024, after which the Company did not secure any new contracts in this service segment for the remainder of that year.
Looking ahead, the Company intends to focus on design and project management services for future developments, particularly in overseas markets. Unlike the design and build model, which typically involves obtaining multiple licenses, permits, and regulatory approvals that may vary significantly across jurisdictions, our design and project management approach enables us to leverage our core competencies while minimizing regulatory complexity and operational risk. This strategic shift is expected to enhance agility, reduce capital intensity, and position the Company for more sustainable growth in diverse international markets.
Revenue from design and build services is recognized over time using the cost-to-cost method to measure progress toward fulfilling our performance obligations.
Cost of Revenue
Cost of services were $1,226,786 and $349,179 for the year ended December 31, 2025 and 2024, respectively The increase was directly attributable to the commencement and execution of new projects during the year, and is consistent with the corresponding growth in revenue. The higher costs primarily reflect the deployment of additional resources, including labor and subcontracted services, to support the expanded scope of operations across both our Design and Build Services and Project Design and Management Services segments.
What changed in the latest 10-Q
Risk Factors
As a “smaller reporting company”, we are not required to provide the information required by this Item.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Appointment of Chief Technology Officer and Executive Director”
New heading “For the Six Months Ended June 30, 2026 and 2025”
New heading “Cost of Revenue”
New heading “General and administrative expenses (“G&A expenses”)”
New heading “Income Tax Expense”
New heading “Other income (expenses), net”
New heading “Sharing of associate loss”
New heading “Liquidity and Capital Resources”
New heading “Net Cash Used In Operating Activities”
New heading “Net Cash Provided By (Used) In Investing Activities”
New heading “Net Cash Provided by Financing Activities”
Largest changes
“Cost of revenue decreased to $401,339 for the six months ended June 30, 2026, from $676,896 for the same period in 2025. The decrease 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. In addition, $41,248 of cost of revenue was attributable to the direct costs associated with the AI healthcare solutions provided by ASA Robotics Limited.”see in full comparison
Full comparison: every changed paragraph (67)
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 launchlaunched its early-bird
program in June 2026,2026 followedand bysubsequently alaunched its Kickstarter campaign in AugustJuly
2026. 2026,The withCompany currently anticipates that first shipments anticipatedof AWG 2.0 will commence in the fourthfirst quarterhalf of 2026.2027.
The Company also intends to extend this AI healthcare model into Singapore and Canada, particularly in Vancouver and Toronto. In Hong Kong, the Company’s Luna AI system continues to be applied in public and private hospitals, as well as in nursing centers and retirement housing for the elderly.
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.
The Company is indebted to
Zenith (Hong Kong) Engineering Limited (“Zenith (HK)”) in the approximate amount of US$134,886US$137,595 as of MarchJune 31,30, 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.
Appointment of Chief Technology Officer and Executive Director
On May 1, 2026, the Company appointed Dr. Henry Wah Shing Lam (“Dr. Lam”) as its Chief Technology Officer (“CTO”). Dr. Lam is a technology entrepreneur with experience in robotics, automation, and artificial intelligence. He is the founder and Chief Executive Officer of ASA Robotics Limited, a company focused on AI-driven automation solutions. Under his leadership, ASA Robotics Limited developed robotics and automation systems serving clients across multiple industries.
As CTO, Dr. Lam is responsible for defining and executing the Company’s group-wide technology strategy, overseeing innovation and research and development initiatives, and supporting digital transformation across the Company’s subsidiaries and business units. On June 30, 2026, the Company’s Board of Directors approved the appointment of Dr. Lam as an Executive Director of the Company, effective July 1, 2026. Dr. Lam will continue to serve as CTO following his appointment to the Board.
As of June 30, 2026, ModuLink Inc., the Company’s immediate holding company incorporated in the British Virgin Islands, held 200,000 Series A Convertible Preferred Shares of the Company, which are convertible into an aggregate of 4 billion shares of the Company’s common stock. Based on management’s current plans and expectations, ModuLink Inc. does not intend to convert any of these preferred shares into common stock in the short to medium term. Management believes that maintaining the preferred shares in their current form provides the Company with greater stability in its capital structure while it continues to execute its business strategy and pursue its growth initiatives.
In particular, the Company is focused on integrating and expanding ASA Robotics Limited, developing its AI healthcare solutions and other technology initiatives, and strengthening its revenue base and operating performance. Management believes that these initiatives provide a foundation for the Company to pursue growth without relying on a near-term conversion of the preferred shares. Accordingly, there is currently no plan or expectation for ModuLink Inc. to convert the preferred shares for the purpose of monetizing its investment or otherwise increasing the number of common shares outstanding in the short to medium term.
Management recognizes that the potential conversion of the preferred shares could result in significant dilution to existing common shareholders. Accordingly, any future decision to convert the preferred shares will be carefully evaluated in light of the Company’s financial condition, capital requirements, business performance, market conditions, strategic objectives, and the interests of the Company’s shareholders. While there can be no assurance that the preferred shares will not be converted in the future, management currently expects the preferred shares to remain outstanding in their existing form for the foreseeable future.
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.
We are at a development stage
company and during the six months ended June 30, 2026 and 2025, the Company derived revenue primarily from modular building construction
and design services business. We reported a net loss of $280,612 for the six months ended June 30, 2026, compared to a net loss of $479,227
for the same period in 2025. We had current assets of $862,772 and current liabilities of $775,735 as of June30, 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 $356,485 for the six months ended June 30, 2026 and net cash used in operating activities of $1,040,689 for the six months ended June
30, 2025. As at June 30, 2026 and December 31, 2025, we had accumulated deficit of $4,415,377 and $4,119,851, respectively.b v Our financial statements for
for the periods ended MarchJune 31,30, 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.
For the Three Months Ended MarchJune 31,30, 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 MarchJune 31, 30,
2026 and 2025:
During the three months ended
MarchJune 31,30, 2026 and 2025, the following customers accounted for 10% or more of our total net revenues.
Revenue decreasedincreased to $151,840$359,954
for the three months ended MarchJune 31,30, 2026, from $429,096$338,887 for the same period in 2025. The decreaseincrease was primarily dueattributable to therevenue
generated completion
offrom aAI projecthealthcare designsolutions andprovided managementby servicesASA projectRobotics forLimited, aour customernewly inacquired Hong Kong.subsidiary.
In addition, revenue for the
the quarter included contributions from a residential design, build, and project management engagement with an individual customer based in
in in Hong Kong, which commenced in January 2025, further expanding our service portfolio and reinforcing our presence in the region. Revenue
Revenue recognized from this project during the three months ended MarchJune 31,30, 2026 amounted to $144,338.$220,452. We expect to complete this project
in the
second half year of 2026.
Cost of revenue decreased
to $135,732$265,607 for the three months ended MarchJune 31,30, 2026, from $379,550$297,346 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. In addition, $41,248 of cost of revenue was attributable to the direct costs associated with the AI healthcare
solutions provided by ASA Robotics Limited.
Gross profit was $94,347 for the three months ended June 30, 2026, compared to $41,541 for the same period in 2025. The significant increase was primarily attributable to the contribution from the AI healthcare solutions provided by ASA Robotics Limited, our newly acquired subsidiary. These solutions generated higher margins and contributed positively to our overall gross profit. The Company expects the continued development and expansion of its AI healthcare solutions to support future revenue growth and enhance profitability.
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 were $204,167$184,034 for the three months ended MarchJune 31,30, 2026, compared to $247,113$313,352 for the same periodsperiod in 2025. These expenses primarily
includeconsisted of advertising and marketing expenses, business development,development expenses, professional and consultancy fees, personnel relatedpersonnel-related expenses,
and as well
asother costs incurred in connectionassociated with the general operations of the Company. The generaldecrease was primarily attributable to the lower professional
and administrativeadvisory expensesfees decreasedincurred during the current
period period, as the Company incurred moresignificantly professional fees includinghigher legal, advisory andadvisory, due diligencediligence, and
other professional expenses in the firstprior quarteryear in connection with the acquisition of 2025.the ModuLink business. The decrease in general and
administrative expenses also reflects the Company's ongoing efforts to manage operating costs while integrating and developing its newly
acquired subsidiary, ASA Robotics Limited.
WeThe Company did not incur
any income
tax expensesexpense for the three months ended MarchJune 31,30, 2026,2026 and 2025, as ourits operating subsidiaries recordedeither incurred estimated tax
losses during the period
(2025:respective $8,822).periods or had available tax losses that could be utilized to offset assessable profits. The Company’s
subsidiaries operating in Hong Kong are subject to Hong Kong Profits Tax under the two-tiered profits tax
rate rates regime, with tax rates ranging from
of 8.25% toon the first HK$2 million of assessable profits and 16.5% on assessable profits,profits afterexceeding applyingHK$2 themillion, subject to applicable
tax concessionconcessions and exemptions for the relevant
tax year.
Other expenses,income (expenses), net
This amount represents promissory note interest payable to our noteholders, net of bank and loan interest income earned during the period. In addition, the Company recognized a one-time gain on bargain purchase of $28,477 arising from the acquisition of its new subsidiary, ASA Robotics Limited, during the three months ended June 30, 2026.
The amount represents the
Company’s share of losses from its associate, ModuLink Australia Pty Limited, for the three months ended MarchJune 31,30, 2026. The associate
had not yet commenced operations during the corresponding period in 2025.
As a result of the above factors, the Company incurred a net loss of $71,747 and $272,351 for the three months ended June 30, 2026 and 2025, respectively. The significant reduction in net loss was primarily attributable to the increase in revenue and gross profit, including the contribution from the AI healthcare solutions provided by ASA Robotics Limited. The Company expects that the continued expansion of its AI healthcare solutions and the integration of its newly acquired operations may support further revenue growth, improve operating leverage, and enhance profitability in future periods.
For the Six Months Ended June 30, 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 June 30, 2026 and 2025:
Revenue
During the three months ended June 30, 2026 and 2025, the following customers accounted for 10% or more of our total net revenues.
Revenue decreased to $511,794 for the six months ended June 30, 2026, from $767,983 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. However, the decrease was partially offset by $147,004 in revenue generated from AI healthcare solutions provided by ASA Robotics Limited, our newly acquired subsidiary, during the six months ended June 30, 2026. The contribution from the AI healthcare solutions business represents a new source of revenue for the Company and reflects the initial progress of the Company’s strategy to expand into the AI-driven healthcare sector. The Company expects continued development and expansion of these solutions to contribute to future revenue growth.
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 six months ended June 30, 2026 amounted to $364,790. We expect to complete this project in the second half year of 2026.
Cost of Revenue
Cost of revenue decreased to $401,339 for the six months ended June 30, 2026, from $676,896 for the same period in 2025. The decrease 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. In addition, $41,248 of cost of revenue was attributable to the direct costs associated with the AI healthcare solutions provided by ASA Robotics Limited.
Gross Profit
Gross profit was $110,455 for the six months ended June 30, 2026, compared to $91,087 for the same period in 2025. The increase was primarily attributable to the contribution from the AI healthcare solutions provided by ASA Robotics Limited, our newly acquired subsidiary. These solutions generated higher margins and contributed positively to our overall gross profit. The Company expects the continued development and expansion of its AI healthcare solutions to support future revenue growth and enhance profitability.
General and administrative expenses (“G&A expenses”)
General and administrative expenses were $388,201 for the six months ended June 30, 2026, compared to $560,465 for the same period in 2025. These expenses primarily consisted of advertising and marketing expenses, business development expenses, professional and consultancy fees, personnel-related expenses, and other costs associated with the general operations of the Company. The decrease was primarily attributable to the lower professional and advisory fees incurred during the current period, as the Company incurred significantly higher legal, advisory, due diligence, and other professional expenses in the prior year in connection with the acquisition of the ModuLink business. The decrease in general and administrative expenses also reflects the Company's ongoing efforts to manage operating costs while integrating and developing its newly acquired subsidiary, ASA Robotics Limited.
Income Tax Expense
The Company did not incur any income tax expense for the six months ended June 30, 2026, as its operating subsidiaries either incurred estimated tax losses during the respective periods or had available tax losses that could be utilized to offset assessable profits. The Company’s subsidiaries operating in Hong Kong are subject to Hong Kong Profits Tax under the two-tiered profits tax rates regime, with tax rates of 8.25% on the first HK$2 million of assessable profits and 16.5% on assessable profits exceeding HK$2 million, subject to applicable tax concessions and exemptions for the relevant tax year.
Other income (expenses), net
This amount represents promissory note interest payable to our noteholders, net of bank and loan interest income earned during the period. In addition, the Company recognized a one-time gain on bargain purchase of $28,477 arising from the acquisition of its new subsidiary, ASA Robotics Limited, during the six months ended June 30, 2026.
Sharing of associate loss
The amount represents the Company’s share of losses from its associate, ModuLink Australia Pty Limited, for the six months ended June 30, 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 $280,612 and $470,405 for the six months ended June 30, 2026 and 2025, respectively. The significant reduction in net loss was primarily attributable to the increase in revenue and gross profit, including the contribution from the AI healthcare solutions provided by ASA Robotics Limited. The Company expects that the continued expansion of its AI healthcare solutions and the integration of its newly acquired operations may support further revenue growth, improve operating leverage, and enhance profitability in future periods.
Liquidity and Capital Resources
The following summarizes the key component of our cash flows for the six months ended June 30, 2026 and 2026.
Net Cash Used In Operating Activities
For the six months ended June 30, 2025, net cash used in operating activities was $356,485. This outflow was mainly attributable to a net loss of $280,612, an increase in accounts receivable of $162,837 and a decrease in contract liabilities of $109,555. These were partially offset by an increase in amount due to directors of $122,930, increase in amount due to related companies of $45,535 and decrease in prepaid expenses and other current assets of $45,539.
In comparison, for the six months ended June 30, 2025, net cash used in operating activities was $1,040,689. This significant outflow was mainly attributable to a net loss of $470,405, an increase in accounts receivable of $153,847, an increase in amount due from an associate of $158,063, a decrease in accrued expenses and other payables of $307,964, and a decrease in amount due to related companies of $200,795. These were partially offset by an increase in accounts payable of $276,863 and decrease in prepaid expenses and other current assets of $24,617.
Net Cash Provided By (Used) In Investing Activities
For the six months ended June 30, 2026, net cash provided by investing activities totalled $21,121, primarily attributable to a net cash inflow of $22,886 from the acquisition of a subsidiary in April 2026.
For the six months ended June 30, 2025, net cash used in investing activities amounted to $5,073, primarily reflecting the purchase of equipment.
Net Cash Provided by Financing Activities
For the six months ended June 30, 2026, net cash provided by financing activities totaled $296,423, mainly due to proceeds from issuance of preferred stock to private investors of $300,000.
For the six months ended June 30, 2025, net cash provided by financing activities totaled $1,065,539, mainly due to proceeds from share issuance of $1,069,230.
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.
As of MarchJune 31,30, 2026, our cash
cash and cash equivalents amounted to $70,035,$113,845, and our working capital deficitsurplus was $315,892.$48,883. As of December 31, 2025, we have cash and cash
cash equivalents of $152,786 and working capital deficit of $112,961. The increase in working capital deficit was primarily attributable to
to operating losses incurred during the reporting period, together with ongoing working capital requirements and general operating expenses.
MDLK insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
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