SCHEDULE: International Endeavors: New Major Shareholder
Beneficial Ownership Report
International Endeavors Corp announces significant ownership changes and new strategic direction following a share exchange and preferred stock acquisition.
Summary
- FU Wah acquired 353,506,809 common shares, representing an 8.9% stake in International Endeavors Corp, through a Share Exchange Agreement with ModuLink Investment Limited, with shares valued at $0.0034 each.
- ModuLink Inc. (BVI) acquired 200,000 Series A Preferred Stock, representing 100% of the outstanding Series A Preferred Stock, for an aggregate consideration of $280,000, granting it approximately 50.19% voting control on a fully diluted basis.
- The acquisitions were driven by the belief that the shares represent an attractive investment opportunity.
- ModuLink Investment Limited and its subsidiaries are focused on property development utilizing modular construction (MiC), Atmospheric Water Generators (AWG), and Internet of Things (IoT) technology enhanced by AI.
- Significant management changes occurred, including the appointment of TAM, Hin Wah Anthony as Chairman and FU, Wah as Chief Executive Officer, effective February 10, 2025.
Sentiment
Score: 7
Explanation: The filing indicates a significant strategic shift and new controlling ownership with a stated belief in the attractiveness of the investment. The new management team and focus on innovative technologies suggest potential for growth, though the mention of potential dilution from future capital raises introduces a moderate risk.
Positives
- The company is adopting a new strategic direction focused on innovative property development using modular construction, AWG, and IoT/AI technology, aligning with modern industry trends.
- Significant investment by new controlling shareholders, including FU Wah and ModuLink Inc. (BVI), indicates confidence in the company's future prospects.
- A new management team has been appointed, bringing expertise that is expected to support the company's new strategic focus.
Risks
- Future acquisitions or strategic partnerships, intended to expand the business, may be funded through the issuance of additional securities, which could lead to dilution for existing shareholders.
Future Outlook
The Reporting Persons intend to review their investment continuously and may increase or decrease their stake based on prevailing market, economic, and other conditions, as well as the Company's business and prospects. As executive officers, directors, and significant stockholders, they may cause the Company to pursue acquisitions and strategic partnerships to expand the business, potentially funded by issuing additional securities or utilizing working capital.
Management Comments
- The acquisition by the Reporting Persons of the Shares was effected because of the belief that the Shares represent an attractive investment.
Industry Context
The company is pivoting towards property development leveraging modular construction (MiC), Atmospheric Water Generators (AWG), and Internet of Things (IoT) technology enhanced by AI. This aligns with growing trends in sustainable building, smart infrastructure, and efficient resource management, positioning the company in a high-growth, technology-driven segment of the real estate and construction industries.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Former Sole Executive Officer and Director | Raymond Valdez | NA | 2025-02-10 | Resignation in connection with the Stock Purchase Agreement. |
| Former Director | Bill Martin | NA | 2025-02-10 | Resignation in connection with the Stock Purchase Agreement. |
| Chairman | NA | TAM, Hin Wah Anthony | 2025-02-10 | Appointment in connection with the Stock Purchase Agreement. |
| Chief Executive Officer | NA | FU, Wah | 2025-02-10 | Appointment in connection with the Stock Purchase Agreement. |
| Chief Financial Officer and Secretary | NA | AU-YEUNG, Sai Kit | 2025-02-10 | Appointment in connection with the Stock Purchase Agreement. |
| Non-Executive Director | NA | WONG, Ho Man Alex | 2025-02-10 | Appointment in connection with the Stock Purchase Agreement. |
| Non-Executive Director | NA | FUNG, Kwai Kin | 2025-02-10 | Appointment in connection with the Stock Purchase Agreement. |
Legal Proceedings
- None of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years.
- None of the Reporting Persons have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws, during the last five years.
Related Party Transactions
- FU Wah, a reporting person, is the Chief Executive Officer and Director of International Endeavors Corp and owns 25% of ModuLink Inc. (BVI), which is also a reporting person.
- TAM, Hin Wah Anthony, the Chairman of the Board of International Endeavors Corp, is the controlling shareholder of ModuLink Inc. (BVI).
- The Share Exchange Agreement was entered into with the shareholders of ModuLink Investment Limited, which is related to the new management and strategic direction.
- The Stock Purchase Agreement involved ModuLink Inc. (BVI) and Zenith (Hong Kong) Engineering Limited, whose sole shareholder is PUN, Ah Keung.
Stakeholder Impact
- Shareholders face potential dilution if future growth initiatives are funded by issuing new shares, but also stand to benefit from potential value creation through the new strategic direction and management.
- Management and employees will experience significant changes in leadership and strategic priorities, potentially leading to operational adjustments and new opportunities.
- Customers and suppliers may see new product offerings and shifts in supply chain relationships as the company pivots towards modular construction, AWG, and IoT/AI technologies.
Next Steps
- Reporting Persons may acquire additional shares or dispose of existing shares based on market conditions and company performance.
- Reporting Persons may engage in discussions with the Company concerning future acquisitions of shares of its capital stock.
- The Company may enter into acquisitions and strategic partnerships to expand its business.
Key Dates
| Date | Description |
|---|---|
| 2025-01-22 | Stock Purchase Agreement entered into by Raymond Valdez and ModuLink Inc. (BVI) and Zenith (Hong Kong) Engineering Limited. |
| 2025-01-30 | Bearcreek Resourses, Inc. and Tala Media Corp. transferred convertible promissory notes to Zenith (Hong Kong) Engineering Limited. |
| 2025-02-10 | Sale of Preferred A shares consummated; Raymond Valdez and Bill Martin resigned; new management appointed. |
| 2025-02-28 | Zenith (Hong Kong) Engineering Limited waived conversion rights for promissory notes. |
| 2025-03-28 | Share Exchange Agreement entered into by the Company and shareholders of ModuLink Investment Limited. |
| 2025-05-01 | Share Exchange consummated; Witech ownership transfer completed. |
| 2025-07-25 | Date used for calculating outstanding common stock (3,969,933,920 shares). |
| 2025-07-30 | Date of event which requires filing of this statement. |
| 2025-08-12 | Date of signing of the Schedule 13D filing. |
Recommendation
holdThe filing indicates a significant change in control and strategic direction for International Endeavors Corp, with new management focused on innovative property development. While the new strategy and investment by controlling shareholders suggest potential for future growth, the details provided are primarily about ownership changes rather than current financial performance. The potential for future dilution from capital raises is a consideration. A 'hold' recommendation is appropriate to observe how the new strategy unfolds and its impact on financial results before making a more definitive investment decision.
Keywords
International Endeavors Corp, ModuLink, FU Wah, Schedule 13D, Share Exchange, Preferred Stock, Modular Construction, Property Development, IoT, AI, Atmospheric Water Generators, Corporate Governance, Shareholder Acquisition
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