ORGANIZATION AND PRINCIPAL ACTIVITIES |
6 Months Ended | ||
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Jun. 30, 2025 | |||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
ORGANIZATION AND PRINCIPAL ACTIVITIES |
International Endeavors Corporation (the “Company” or “IDVV”) is a holding company incorporated in the State of Nevada on May 7, 2014.
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, and Zenith (Hong Kong) Engineering Limited, a Hong Kong corporation, 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 Inc. obtaining voting and operational control of IDVV. Concurrently, the directors of ModuLink Inc., 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 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. shares of common stock. This Share Exchange was consummated on May 1, 2025, and MIL became a
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 Company Limited (“MICL”). Details of the Company’s principal subsidiaries as of June 30, 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.
Merger of Entities under Common Control and Reverse Recapitalization
Prior to the Share Exchange, the Company was considered as a shell company due to its nominal assets and limited operation. The Share Exchange was part of a planned sequence of integrated transactions beginning with the February 2025 change in control and culminating in the May 2025 acquisition of MIL.
The Share Exchange is accounted for as a merger of entities under common control in accordance with ASC 805-50, as Mr. TAM, Hin Wah Anthony, Mr. FU, Wah and Mr. AU-YEUNG Sai Kit, who collectively control 100% of ModuLink Inc. and 60% of MIL, exercised continuous and effective control over both entities throughout the transaction period. The same individuals served as directors and majority shareholders of both IDVV 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 and six months ended June 30, 2025 and 2024, the Company and ModuLink Group (collectively referred to the “Group”) generated revenues exclusively 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 $479,227 and has net cash used in operating activities of $1,040,689 for the six months ended June 30, 2025. In addition, as at the reporting date, the Company has accumulated deficit of $3,328,958. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s plans regarding those concerns are addressed in the following paragraph. The accompany consolidated financial statements do not reflect any adjustments that might result from the outcome of these uncertainties.
The Company plans to secure additional funding to support its current operations, 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 best estimates, the Company believes it has sufficient financial resources to meet its obligations for at least the next twelve months.
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