SCHEDULE: International Endeavors Shifts to Modular Construction

Sentiment:

Change of Control and Strategic Shift


International Endeavors Corp announces a change in control and strategic shift to modular construction technology following key acquisitions and management changes.

Capital raiseThe Company issued 2,356,712,066 shares of common stock at a valuation of $0.0034 per share in exchange for all the issued and outstanding shares of ModuLink Investment Limited.This share exchange effectively served as an equity issuance to acquire a new business, ModuLink Investment Limited, and its subsidiaries.

Summary

  • International Endeavors Corp (IEC) has undergone a significant change in control and strategic direction, with TAM Hin Wah Anthony and ModuLink Inc. becoming the controlling shareholders.
  • ModuLink Inc. acquired 200,000 Series A Preferred Stock, representing 100% of the outstanding Series A Preferred Stock, and certain promissory notes for an aggregate consideration of $280,000.
  • Each Series A Preferred Share carries 20,000 votes and is convertible into 20,000 common shares, giving ModuLink Inc. approximately 50.19% of the common stock voting power on a fully diluted basis.
  • IEC entered into a Share Exchange Agreement on March 28, 2025, acquiring all shares of ModuLink Investment Limited, a company focused on property development using modular construction (MiC), Atmospheric Water Generators (AWG), and Internet of Things (IoT) technology enhanced by AI.
  • As part of the Share Exchange, IEC issued 2,356,712,066 shares of common stock at a valuation of $0.0034 per share.
  • TAM Hin Wah Anthony, as a shareholder of ModuLink Investment Limited, received 707,013,618 shares of IEC common stock, representing approximately 17.81% of the outstanding common shares.
  • The transactions resulted in a complete change of management, with Raymond Valdez and Bill Martin resigning, and a new board and executive team appointed, including Mr. Tam as Chairman.
  • Zenith (Hong Kong) Engineering Limited, a party to the initial Preferred A share acquisition, waived all rights to convert $65,000 and $75,000 in promissory notes into equity securities of the Company.

Sentiment

Score: 6

Explanation: The sentiment is cautiously positive. While the strategic shift into modular construction and related technologies presents a potentially high-growth opportunity, the significant dilution from the share exchange and the lack of detailed financial information for the new business introduce considerable uncertainty.

Positives

  • The company is strategically pivoting into the modular construction industry, leveraging technologies like MiC, AWG, IoT, and AI, which could represent a significant growth opportunity.
  • A new management team and board of directors have been appointed, bringing fresh leadership and a clear strategic vision for the company's future.

Negatives

  • The share exchange resulted in substantial dilution for existing common shareholders due to the issuance of over 2.35 billion new common shares.
  • The filing does not provide detailed financial performance or projections for the newly acquired modular construction business, leading to uncertainty regarding its immediate financial impact.

Future Outlook

The Reporting Persons intend to review their investment in the Company on a continuing basis and may acquire additional shares or engage in discussions with the Company concerning future acquisitions. They may also cause the Company to enter into acquisitions and strategic partnerships to expand the business, potentially funded through the issuance of additional securities, working capital, or a combination.

Management Comments

  • The acquisition of shares was effected due to the belief that the shares represent an attractive investment.
  • The Reporting Persons, as executive officers, directors, and significant stockholders, may vote their shares or otherwise cause the Company to enter into acquisitions and strategic partnerships to expand the business.

Industry Context

This announcement signifies International Endeavors Corp's strategic pivot into the property development industry, specifically focusing on modular construction technology. This includes leveraging Modular Integrated Construction (MiC), Atmospheric Water Generators (AWG), and Internet of Things (IoT) technology enhanced by AI. This aligns with broader industry trends towards sustainable, efficient, and technologically advanced construction methods, which are gaining traction globally due to their potential to reduce construction time, costs, and environmental impact.

Management Changes

RolePrevious PersonNew PersonEffective DateReason
Former Sole Executive Officer and DirectorRaymond Valdez2025-02-10Resignation in connection with the sale of Preferred A shares.
Former DirectorBill Martin2025-02-10Resignation in connection with the sale of Preferred A shares.
ChairmanTAM, Hin Wah Anthony2025-02-10Appointment following change of control.
Chief Executive OfficerFU, Wah2025-02-10Appointment following change of control.
Chief Financial Officer and SecretaryAU-YEUNG, Sai Kit2025-02-10Appointment following change of control.
Non-Executive DirectorWONG, Ho Man Alex2025-02-10Appointment following change of control.
Non-Executive DirectorFUNG, Kwai Kin2025-02-10Appointment following change of control.

Related Party Transactions

  • TAM Hin Wah Anthony, the Chairman of the Board of the Company, is the controlling shareholder of ModuLink BVI, which acquired Series A Preferred Stock.
  • The Company entered into a Share Exchange Agreement with the shareholders of ModuLink Investment Limited, where Mr. Tam was a shareholder and received 707,013,618 shares of the Company's common stock.

Stakeholder Impact

  • Shareholders: Experience significant dilution due to the issuance of new common stock in the share exchange, but also gain exposure to a new business model in modular construction with potential for future growth.
  • Employees: Subject to new management and a shift in corporate strategy and operations.
  • Customers and Suppliers: The company's strategic pivot to modular construction, AWG, IoT, and AI will likely lead to changes in its customer base and supply chain relationships.
  • Creditors: Certain promissory notes were transferred and their conversion rights waived, which could impact the financial standing of the original noteholders.

Next Steps

  • The Reporting Persons may acquire additional shares of the Company's capital stock.
  • The Reporting Persons may engage in discussions with the Company concerning future acquisitions of shares.
  • The Company may enter into acquisitions and strategic partnerships to expand its business, potentially funded by issuing additional securities or using working capital.

Key Dates

DateDescription
2025-01-22Raymond Valdez entered into Stock Purchase Agreement with ModuLink Inc. and Zenith (Hong Kong) Engineering Limited for the sale of Preferred A shares and promissory notes.
2025-01-30Bearcreek Resourses, Inc. and Tala Media Corp. transferred promissory notes to Zenith (HK).
2025-02-10Sale of Preferred A shares consummated; Raymond Valdez and Bill Martin resigned; new management appointed.
2025-02-28Zenith (HK) waived conversion rights for outstanding promissory notes.
2025-03-28Company entered into Share Exchange Agreement with shareholders of ModuLink Investment Limited.
2025-05-01Transfer of Witech ownership completed; Share Exchange consummated.
2025-07-25Date used for calculating outstanding Common Stock (3,969,933,920 shares).
2025-07-30Date of event which requires filing of this statement.
2025-08-12Date of signature for the Schedule 13D filing.

Keywords

International Endeavors Corp, ModuLink, Modular Construction, MiC, AWG, IoT, AI, Property Development, SEC Filing, Schedule 13D, Corporate Control, Share Exchange, Strategic Shift

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