ModuLink Inc 10-Q for FY2025 Q2

ModuLink Inc. (MDLK)

10-Q 2025-08-13 For: 2025-06-30

Added on April 06, 2026

About this 10-Q

ModuLink Inc filed this 10-Q on August 13, 2025, covering the quarter ended June 30, 2025 (FY2025 Q2).

Headline figures

Quarter ended June 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $338.89K; compared with $0 a year earlier
Net loss: $272.35K; compared with a net loss of $10.2K a year earlier
Diluted EPS: -$0.00; compared with -$0.00 a year earlier

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nevada		45-5692180
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

		Page

	PART I - FINANCIAL INFORMATION	1

Item 1.	Financial Statements	1

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	19

Item 4.	Controls and Procedures	19

	PART II - OTHER INFORMATION	21

Item 1.	Legal Proceedings	21

Item 1A.	Risk Factors	21

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	21

Item 3.	Defaults Upon Senior Securities	21

Item 4.	Mine Safety Disclosures	21

Item 5.	Other Information	21

Item 6.	Exhibits	22

	SIGNATURES	23

	·	Adverse changes in economic and political policies of the PRC government could have a material and adverse effect on overall economic growth in China and Hong Kong, which could materially and adversely affect our business. Please see “Risk Factors-We face the risk that changes in the policies of the PRC government could have a significant impact upon the business we may be able to conduct in Hong Kong and the profitability of such business.” and “Substantial uncertainties and restrictions with respect to the political and economic policies of the PRC government and PRC laws and regulations could have a significant impact upon the business that we may be able to conduct in the PRC and accordingly on the results of our operations and financial condition.” set forth in the Registration Statement.
	·	We are a holding company with operations conducted through our wholly owned subsidiaries based in Hong Kong and an affiliated company in Australia. We will set up joint-venture entities for property development projects. This structure presents unique risks as our investors may never directly hold equity interests in our Hong Kong subsidiaries and will be dependent upon contributions from our subsidiaries to finance our cash flow needs. Any limitation on the ability of our subsidiaries to make payments to us could have a material adverse effect on our ability to conduct business. We are currently focused on reinvesting our earnings to support future growth and innovation. As a result, we do not anticipate paying dividends in the foreseeable future. Please see “Risk Factors - Because our holding company structure creates restrictions on the payment of dividends or other cash payments, our ability to pay dividends or make other payments is limited.” set forth in the Registration Statement.
	·	There is a possibility that the PRC could prevent our cash maintained in Hong Kong from leaving or the PRC could restrict the deployment of the cash into our business or for the payment of dividends. We rely on dividends from our Hong Kong subsidiary for our cash and financing requirements, such as the funds necessary to service any debt we may incur. Any such controls or restrictions may adversely affect our ability to finance our cash requirements, service debt or make dividend or other distributions to our shareholders. Please see “Risk Factors - Our Hong Kong subsidiary may be subject to restrictions on paying dividends or making other payments to us, which may restrict its ability to satisfy liquidity requirements, conduct business and pay dividends to holders of our common stock.”; “Risk Factors - PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may delay or prevent us from using the proceeds we receive from offshore financing activities to make loans to or make additional capital contributions to our Hong Kong subsidiary, which could materially and adversely affect our liquidity and our ability to fund and expand business.”; “Risk Factors - Because our holding company structure creates restrictions on the payment of dividends or other cash payments, our ability to pay dividends or make other payments is limited.” and “Transfers of Cash to and from our Subsidiaries.” set forth in the Registration Statement.
	·	PRC regulation of loans to and direct investments in PRC entities by offshore holding companies may delay or prevent us from using the proceeds of this offering to make loans or additional capital contributions to our operating subsidiaries in Hong Kong. Substantial uncertainties exist with respect to the interpretation of the PRC Foreign Investment Law and how it may impact the viability of our current corporate structure, corporate governance and business operations. Please see “Risk Factors- PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may delay or prevent us from using the proceeds we receive from offshore financing activities to make loans to or make additional capital contributions to our Hong Kong subsidiaries, which could materially and adversely affect our liquidity and our ability to fund and expand business.” set forth in the Registration Statement.

	·	Governmental control of currency conversion may limit our ability to utilize our revenues effectively and affect the value of your investment.
	·	We may become subject to a variety of laws and regulations in the PRC regarding privacy, data security, cybersecurity, and data protection. We may be liable for improper use or appropriation of personal information provided by our customers. Please see “Risk Factors- The Chinese government exerts substantial influence over the manner in which we must conduct our business activities. We are currently not required to obtain approval from Chinese authorities to list on U.S exchanges. However, to the extent that the Chinese government exerts more control over offerings conducted overseas and/or foreign investment in China-based issuers over time and if our PRC subsidiaries or the holding company were required to obtain approval in the future and were denied permission from Chinese authorities to list on U.S. exchanges, we will not be able to continue listing on U.S. exchange and the value of our common stock may significantly decline or become worthless, which would materially affect the interest of the investors.” set forth in the Registration Statement.
	·	Under the Enterprise Income Tax Law of the PRC (“EIT Law”), we may be classified as a “Resident Enterprise” of China. Such classification will likely result in unfavorable tax consequences to us and our non-PRC shareholders. Please see “*Risk Factors- Our global income may be subject to PRC taxes under the PRC Enterprise Income Tax Law, which could have a material adverse effect on our results of operations.*” set forth in the Registration Statement.
	·	Failure to comply with PRC regulations relating to the establishment of offshore special purpose companies by PRC residents may subject our PRC resident Shareholders to personal liability, may limit our ability to acquire Hong Kong and PRC companies or to inject capital into our Hong Kong subsidiary, may limit the ability of our Hong Kong subsidiaries to distribute profits to us or may otherwise materially and adversely affect us.

	·	The recent joint statement by the SEC and PCAOB, and the Holding Foreign Companies Accountable Act all call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB. Trading in our securities may be prohibited under the Holding Foreign Companies Accountable Act if the PCAOB determines that it cannot inspect or investigate completely our auditor, and that as a result an exchange may determine to delist our securities. The Consolidated Appropriations Act, 2023 amended the HFCAA and reduced the number of consecutive non-inspection years required for triggering the prohibitions under the HFCAA from three years to two thus reducing the time before our securities may be prohibited from trading or being delisted. Pursuant to the HFCAA, the Public Company Accounting Oversight Board (PCAOB) issued its report notifying the Commission that it is unable to inspect or investigate completely accounting firms headquartered in mainland China or Hong Kong due to positions taken by authorities in mainland China and Hong Kong. This report was vacated on December 15, 2022. Our auditor is not subject to the determinations announced by the PCAOB on December 16, 2021. However, in the event the Chinese authorities subsequently take a position disallowing the PCAOB to inspect our auditor, then we would need to change our auditor to avoid having our securities delisted. Please see “Risk Factors- The Holding Foreign Companies Accountable Act requires the Public Company Accounting Oversight Board (PCAOB) to be permitted to inspect the issuer's public accounting firm within three years. This three-year period was shortened to two years upon the enactment of the Consolidated Appropriations Act, 2023. There are uncertainties under the PRC Securities Law relating to the procedures and requisite timing for the U.S. securities regulatory agencies to conduct investigations and collect evidence within the territory of the PRC. If the U.S. securities regulatory agencies are unable to conduct such investigations, they may suspend or de-register our registration with the SEC and delist our securities from applicable trading market within the US.” set forth in the Registration Statement.
	·	You may be subject to PRC income tax on dividends from us or on any gain realized on the transfer of shares of our common stock. Please see “*Risk Factors- Dividends payable to our foreign investors and gains on the sale of our shares of common stock by our foreign investors may become subject to tax by the PRC.*” set forth in the Registration Statement.
	·	We face uncertainties with respect to indirect transfers of equity interests in PRC resident enterprises by their non-PRC holding companies. Please see “*Risk Factors- We and our shareholders face uncertainties with respect to indirect transfers of equity interests in PRC resident enterprises by their non-PRC holding companies.*” set forth in the Registration Statement.
	·	We are organized under the laws of the State of Nevada as a holding company that conducts its business through a number of subsidiaries organized under the laws of foreign jurisdictions such as Hong Kong and the British Virgin Islands. This may have an adverse impact on the ability of U.S. investors to enforce a judgment obtained in U.S. Courts against these entities, bring actions in Hong Kong against us or our management or to effect service of process on the officers and directors managing the foreign subsidiaries. Please see “*Risk Factors- It may be difficult for stockholders to enforce any judgment obtained in the United States against us, which may limit the remedies otherwise available to our stockholders*.” set forth in the Registration Statement.
	·	U.S. regulatory bodies may be limited in their ability to conduct investigations or inspections of our operations in China.
	·	There are significant uncertainties under the EIT Law relating to the withholding tax liabilities of our PRC subsidiary, and dividends payable by our PRC subsidiary to our offshore subsidiaries may not qualify to enjoy certain treaty benefits. Please see “*Risk Factors- Our global income may be subject to PRC taxes under the PRC Enterprise Income Tax Law, which could have a material adverse effect on our results of operations*.” set forth in the Registration Statement.

Contents	Page

Unaudited Interim Financial Statements as of and for the three and six months ended June 30, 2025 and 2024

Consolidated Balance Sheets	F-1

Consolidated Statements of Operations and Comprehensive Loss	F-2

Consolidated Statements of Stockholders’ Equity	F-3

Consolidated Statements of Cash Flows	F-4

Notes to Unaudited Consolidated Financial Statements	F-5– F-15


	Note(s)	June 30, 2025			December 31, 2024
		(Unaudited)			(Audited)
ASSETS
Current Assets
Cash and bank balance		$	401,904		$	382,127
Accounts receivable	4		245,013			91,166
Contract assets including retainage, net	5		301,502			301,502
Prepaid expenses and other current assets, net	7		72,404			97,021
Amount due from an associate	11		167,062			8,999
Loan receivable	8		153,490			149,799
Amount due from related companies	9		66,284			–
Total Current Assets			1,407,659			1,030,614

Equipment, net	10		25,275			24,942
Investment in an associate	11		3			3
Total Non-Current Assets			25,278			24,945
TOTAL ASSETS		$	1,432,937		$	1,055,559

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable	12	$	332,635		$	55,772
Accrued expenses and other payables			12,036			320,000
Contract liabilities	6		155,094			149,571
Tax liabilities			64,320			55,498
Amount due to related companies	13		850			201,645
Notes payable	14		127,050			122,124
Total Current Liabilities			691,985			904,610

TOTAL LIABILITIES			691,985			904,610

STOCKHOLDERS’ EQUITY
Preferred stock: Series A Convertible Preferred Shares, $0.001 par value, 500,000 shares authorized, Shares issued and outstanding: 200,000 as of June 30, 2025 and December 31, 2024			200			200
Common stock, $0.001 par value, 4,000,000,000 shares authorized Shares issued and outstanding: 3,969,933,920 as of June 30, 2025 and December 31, 2024			3,969,934			3,969,934
Additional paid-in capital			99,410			(969,820	)
Exchange reserve			366			366
Accumulated deficit			(3,328,958	)		(2,849,731	)
TOTAL STOCKHOLDERS’ EQUITY	16		740,952			150,949

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		$	1,432,937		$	1,055,559


		Three months ended 30 June			Six months ended 30 June			Three months ended 30 June			Six months ended 30 June
	Note(s)	2025			2025			2024			2024
REVENUES
Service income	19	$	338,887		$	767,983		$	–		$	114,487

COST OF REVENUES
Cost of services			(297,346	)		(676,896	)		–			(103,467	)

GROSS PROFIT			41,541			91,087			–			11,020

OPERATING EXPENSES
General and administrative			(313,352	)		(560,465	)		(7,736	)		(15,594	)
Total operating expenses			(313,352	)		(560,465	)		(7,736	)		(15,594	)

LOSS FROM OPERATIONS			(271,811	)		(469,378	)		(7,736	)		(4,574	)

OTHER INCOME
Interest income			1,961			3,899			707			1,141
Interest expense			(2,501	)		(4,926	)		(3,168	)		(6,274	)
Total other expenses			(540	)		(1,027	)		(2,461	)		(5,133	)

NET LOSS BEFORE INCOME TAX			(272,351	)		(470,405	)		(10,197	)		(9,707	)
Income tax	20		–			(8,822	)		–			(1,809	)

NET LOSS			(272,351	)		(479,227	)		(10,197	)		(11,516	)

OTHER COMPREHENSIVE INCOME
Other comprehensive income			–			–			–			–

COMPREHENSIVE LOSS		$	(272,351	)	$	(479,227	)	$	(10,197	)	$	(11,516	)

NET LOSS PER ORDINARY SHARE – BASIC	18	$	(0.000069	)	$	(0.000121	)	$	(0.000003	)	$	(0.000003	)

NET LOSS PER ORDINARY SHARE – DILUTED	18	$	(0.000034	)	$	(0.000060	)	$	(0.000001	)	$	(0.000001	)


	Common stock (i)				Preferred stock				Additional paid-in capital			Exchange		Accumulated
	Shares		Amount		Shares		Amount		(Note 1)			reserve		deficit			Total
Balance as of January 1, 2025		3,969,933,920	$	3,969,934		200,000	$	200	$	(969,820	)	$	366	$	(2,849,731	)	$	150,949
Capital contributions		–		–		–		–		669,872			–		–			669,872
Net loss for the period		–		–		–		–		–			–		(206,876	)		(206,876	)
Balance as of March 31, 2025		3,969,933,920	$	3,969,934		200,000	$	200	$	(299,948	)	$	366	$	(3,056,607	)	$	613,945
Capital contributions		–		–		–		–		399,358			–		–			399,358
Net loss for the period		–		–		–		–		–			–		(272,351	)		(272,351	)
Balance as of June 30, 2025		3,969,933,920	$	3,969,934		200,000	$	200	$	99,410		$	366	$	(3,328,958	)	$	740,952


	Six months ended June 30,
	2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss before income tax	$	(470,405	)	$	(9,707	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation of equipment		4,740			–
Changes in operating assets and liabilities:
Accounts receivable		(153,847	)		–
Contract assets including retainage, net		–			(31,942	)
Prepaid expenses and other current assets, net		24,617			–
Amount due from an associate		(158,063	)		–
Amounts due from related companies		(66,284	)		–
Other receivables		–			(5,171	)
Accounts payable		276,863			–
Contract liabilities		5,523			18,937
Accrued expenses and other payables		(307,964	)		–
Amount due to related companies		(200,795	)		34,378
Notes payable		4,926			6,274
Net cash (used in) / provided by operating activities		(1,040,689	)		12,769

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment		(5,073	)		–
Net cash used in investing activities		(5,073	)		–

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from share issuance		1,069,230			128,212
Loan receivable		(3,691	)		–
Net cash provided by financing activities		1,065,539			128,212

NET INCREASE IN CASH		19,777			140,981

CASH, BEGINNING OF PERIOD		382,127			360,469

CASH, END OF PERIOD	$	401,904		$	501,450

Schedule of principal consolidated subsidiaries
Name	Place of Incorporation	Ownership/Control interest attributable to the Company June 30, 2025 and December 31, 2024	Principal activities
ModuLink Investment Limited (“MIL”) (i)	British Virgin Islands	100%	Holding company
ModuLink Corporation Limited (“MCL”) (ii)	Hong Kong	100%	Holding company and provision of intergroup management services
Zenith Integrated Modular Limited (“ZIML”) (iii)	Hong Kong	100%	Provision of construction and engineering services
Zenith AY Modular Buildings Company Limited (“ZAMBCL”) (iv)	Hong Kong	100%	Provision of project management services in overseas (vi)
ModuLink InnoTech Company Limited (“MICL”) (v)	Hong Kong	100%	Provision of technology management services (vii)

i)	ModuLink Investment Limited was incorporated on March 13, 2025 in the British Virgin Islands.

ii)	ModuLink Corporation Limited was incorporated on June 26, 2024 in Hong Kong.

iii)	ZIML was incorporated on August 13, 2021, as a wholly owned subsidiary of a Hong Kong limited company, which was beneficially held by Anthony Hin Wah TAM (“Mr. TAM”), a major shareholder, director and chairman of the Company. On August 1, 2024, a share swap agreement was executed among ZIML, MCL, the Hong Kong entity held by Mr. TAM, and two other major shareholders of MIL. Pursuant to this agreement, Mr. TAM exchanged his entire ultimate shareholding in ZIML for a 50% equity interest in MCL prior to private placements to other shareholders. After the transaction, ZIML became the wholly-owned subsidiary of MCL.

iv)	ZAMBCL was incorporated on March 4, 2024, and was jointly owned by a Hong Kong company, which was beneficially held by Sai Kit AU-YEUNG (“Mr. AU-YEUNG”) (70%) and ZIML (30%). Mr. AU-YEUNG is also a major shareholder, director and chief financial officer of the Company. On August 1, 2024, a share swap agreement was signed among ZAMBCL, MCL, ZIML, Mr. AU YEUNG and his company. Pursuant to this agreement, Mr. AU-YEUNG transferred his 70% shareholding in ZAMBCL in exchange for a 25% equity interest in MCL prior to private placements to other shareholders. After the transaction, ZAMBCL became the wholly-owned subsidiary of ZIML.

v)	MICL was incorporated on December 17, 2021, and was jointly owned a Hong Kong limited company, which was beneficially held by Wah FU (“Mr. FU”) (40%) and ZIML (60%). Mr. FU is a major shareholder, director and chief executive officer of the Company. On August 1, 2024, a share swap agreement was executed among MICL, MCL, ZIML, Mr. FU and his company. Pursuant to this agreement, Mr. FU exchanged his 40% shareholding in MICL for a 25% equity interest in MCL prior to private placements to other shareholders. After the transaction, MICL became the wholly-owned subsidiary of ZIML.

vi)	ZAMBCL has not commenced business during the six months ended June 30, 2025.

vii)	MICL has not commenced business during the six months ended June 30, 2025

Schedule of accounts receivable
	June 30, 2025		December 31, 2024
Accounts receivable	$	245,013	$	91,166
Less: provision for credit losses		–		–
Total	$	245,013	$	91,166

Schedule of contract assets
	June 30, 2025		December 31, 2024
Contract assets (Note 6)	$	193,404	$	193,404
Retainage		108,098		108,098
Less: provision for credit losses		–		–
Contract assets including retainage, net	$	301,502	$	301,502

Schedule of costs and estimated earnings
	June 30, 2025			December 31, 2024
Contract costs incurred plus estimated earnings	$	4,323,927		$	4,323,927
Less: Progress billings		(4,130,523	)		(4,130,523	)
Contract assets	$	193,404		$	193,404

Schedule of billings in excess of costs
	June 30, 2025			December 31, 2024
Contract costs incurred plus estimated earnings	$	550,034		$	273,505
Less: Progress billings		(705,128	)		(423,076	)
Contract liabilities	$	(155,094	)	$	(149,571	)

Schedule of prepaid expenses and other current assets
	June 30, 2025		December 31, 2024
Prepaid expenses	$	29,932	$	45,000
Deposit paid		9,870		52,021
Other receivables		32,602		–
Prepaid expenses and other current assets, net	$	72,404	$	97,021

Schedule of amount due from related companies
	June 30, 2025		December 31, 2024
ModuLink Inc.	$	15,569	$	–
Zenith (PMS) Limited		50,715		–
	$	66,284	$	–

Schedule of equipment, net
	June 30, 2025			December 31, 2024
Computer equipment	$	4,586		$	–
Office equipment		5,387			4,900
Furniture and Fixtures		5,936			5,936
Leasehold improvement		14,819			14,819
Less: accumulated depreciation		(5,453	)		(713	)
Total	$	25,275		$	24,942

Schedule of accounts payable
	June 30, 2025		December 31, 2024
Account payable	$	276,863	$	–
Retention payable		55,772		55,772
Total	$	332,635	$	55,772

Schedule of amount due to related companies
	June 30, 2025		December 31, 2024
Zenith (PMS) Limited	$	–	$	47,798
AY Consulting Services Company		850		153,847
Total	$	850	$	201,645

Schedule of notes payable
				Outstanding Amount (including accrued interest)
Name of Note Holder	Principal Amount		Date of Issuance	June 30, 2025		December 31, 2024
Zenith (Hong Kong) Engineering Limited	$	75,000	Oct 2, 2017	$	46,425	$	44,625
Zenith (Hong Kong) Engineering Limited		65,000	Nov 17, 2019		80,625		77,499
	$	140,000		$	127,050	$	122,124

Schedule of related party transaction
	Three months ended June 30,		Six months ended June 30,		Three months ended June 30,		Six months ended June 30,
	2025		2025		2024		2024
Project and design management service fees paid to Zenith (PMS) Limited	$	134,615	$	269,230	$	–	$	–
Subcontracting construction service fees paid to Zenith (PMS) Limited	$	130,188	$	130,188	$	–	$	–
Product development fees paid to Leidenford Ltd.	$	11,538	$	23,076	$	–	$	–

Schedule of net loss per share information
	Three months ended June 30,			Six months ended June 30,			Three months ended June 30,			Six months ended June 30,
	2025			2025			2024			2024
Numerator:
Net loss attributable to common stockholders	$	(272,351	)	$	(479,227	)	$	(10,197	)	$	(11,516	)
Denominator:
Weighted average number of shares outstanding:
Basic		3,969,933,920			3,969,933,920			3,760,676,634			3,756,720,590
Diluted		7,969,933,920			7,969,933,920			7,760,676,634			7,756,720,590
Net loss per ordinary share:
Basic	$	(0.000069	)	$	(0.000121	)	$	(0.000003	)	$	(0.000003	)
Diluted	$	(0.000034	)	$	(0.000060	)	$	(0.000001	)	$	(0.000001	)

Schedule of revenue
The breakdown of revenue for the three and six months ended June 30, 2025 and 2024 is as follows:	Three months ended June 30,		Six months ended June 30,		Three months ended June 30,		Six months ended June 30,
	2025		2025		2024		2024

Design and build services	$	250,015	$	550,034	$	–	$	114,487
Project design and management services	$	88,872	$	217,949	$	–	$	–
Total	$	338,887	$	767,983	$	–	$	114,487

Name		Position
TAM, Hin Wah Anthony		Chairman
FU, Wah		Chief Executive Officer
AU-YEUNG, Sai Kit		Chief Financial Officer and Secretary
WONG, Ho Man Alex		Non-Executive Director
FUNG, Kwai Kin		Non-Executive Director

(1)	International Endeavors Corporation, a Nevada corporation, is our parent holding company and conducts no business operations.
(2)	ModuLink Investment Limited, a British Virgin Islands limited company, is a holding company.
(3)	ModuLink Corporation Limited, a Hong Kong limited liability company, focuses on strategic planning and providing intergroup management services serving its subsidiaries.
(4)	Zenith Integrated Modular Limited, a Hong Kong limited liability company, provides design, engineering and holistic project management services, including project planning, procurement, logistics, assembly and installation.
(5)	ModuLink InnoTech Company Limited, a Hong Kong limited liability company, is a technology development company focused on AWG and building management systems with built-in software to enable real-time monitoring and control.
(6)	Zenith AY Modular Buildings Company Limited, a Hong Kong limited liability company, is an investment holding and project investment company
(7)	ModuLink Australia Pty. Ltd., an Australian limited liability company, is a project management company that facilitates project development in Australia. Each of Zenith AY Modular Buildings Company Limited and Zenith (PMS) Limited, a Hong Kong company, hold 40% and 60% of the outstanding securities of ModuLink Australia Pty. Ltd. TAM, Hin Wah Anthony, our Chairman of the Board, is the director and controlling shareholder of Zenith (PMS) Limited.

	Three Months Ended June 30,
	2025			2024
Revenues:
Design and build services	$	250,015		$	–
Project design and management services		88,872			–
Total revenue		338,887			–
Cost of revenue		(297,346	)		–
Gross profit		41,541			–
Operating expenses:
General and administrative expenses		(313,352	)		(7,736	)
Loss from operation		(271,811	)		(7,736	)
Other expenses, net		(540	)		(2,461	)
Loss before income taxes		(272,351	)		(10,197	)
Income tax expense		–			–
Net loss	$	(272,351	)	$	(10,197	)

	Six Months Ended June 30,
	2025			2024
Revenues:
Design and build services	$	550,034		$	114,487
Project design and management services		217,949			–
Total revenue		767,983			114,487
Cost of revenue		(676,896	)		(103,467	)
Gross profit		91,087			11,020
Operating expenses:
General and administrative expenses		(560,465	)		(15,594	)
Loss from operation		(469,378	)		(4,574	)
Other expenses, net		(1,027	)		(5,133	)
Loss before income taxes		(470,405	)		(9,707	)
Income tax expense		(8,822	)		(1,809	)
Net loss	$	(479,227	)	$	(11,516	)

	Six months ended June 30, 2025				Six months ended June 30, 2024
Customer	Revenues		Percentage of revenues		Revenues		Percentage of revenues

An individual customer based in Hong Kong	$	550,034		72%	$	–		–
Zenith (HK) Engineering Limited		217,949		28%		–		–
CRCC - Kwan Lee - Paul Y. JV		–		–		114,487		100%
Total:	$	767,983		100%	$	114,487		100%

	Six months ended June 30
	2025			2024
Net cash (used in) /provided by operating activities	$	(1,040,689	)	$	12,769
Net cash used in investing activities	$	(5,073	)	$	–
Net cash provided by financing activities	$	1,065,539		$	128,212
Net increase in cash	$	19,777		$	140,981
Cash and cash equivalents, beginning of period	$	382,127		$	360,469
Cash and cash equivalents, beginning of period	$	401,904		$	501,450

	June 30, 2025		June 30, 2024
Period-end HKD:US$ exchange rate		0.1282		0.1282
Average HKD:US$ exchange rate		0.1282		0.1282

Level 1		Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

Level 2		Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

Level 3		Pricing inputs that are generally observable inputs and not corroborated by market data.