ModuLink Faces Delisting Risk Amidst Hong Kong Regulatory Uncertainty

TL;DR

**MDLK is a high-risk bet on Hong Kong operations, with PRC regulatory uncertainty and potential delisting under the HFCAA making it a speculative play.**

AI Summary

ModuLink Inc. (MDLK) is a Nevada holding company operating through subsidiaries in Hong Kong and an affiliated company in Australia, focusing on property development projects via joint ventures. The company reported 3,969,933,920 shares of common stock outstanding as of March 31, 2026. The aggregate market value of non-affiliate held common stock was $1,277,953 on June 30, 2025, based on a closing price of $0.0005 per share. A significant risk highlighted is the dependence on contributions from Hong Kong subsidiaries, which are subject to evolving Hong Kong and PRC regulations, potentially affecting cash flow and the value of MDLK's securities. The company is not currently subject to cybersecurity review by the CAC as it does not have one million online users or possess a large amount of personal information, nor is it subject to merger control review due to revenue levels. However, future changes in PRC government policies, including those related to national security, anti-monopoly, and data security, could materially impact operations, foreign investment, and the ability to list securities. The company's auditor, based in Hong Kong, is subject to PCAOB inspection, but there's a risk of future delisting under the HFCAA if the PCAOB loses inspection access for two consecutive years.

Why It Matters

ModuLink's unique holding company structure, with operations primarily in Hong Kong, exposes investors to significant geopolitical and regulatory risks from the PRC government. Any sudden policy shifts, such as those related to data security or foreign ownership, could severely restrict ModuLink's ability to conduct business, accept foreign investments, or maintain its U.S. listing, directly impacting shareholder value. This situation creates a high degree of uncertainty for investors, employees, and customers, as the company's operational stability is tied to an unpredictable regulatory environment. Competitors with less exposure to PRC regulatory oversight may gain an advantage, as ModuLink navigates these complex and evolving challenges.

Risk Assessment

Risk Level: high — ModuLink faces high risk due to its reliance on Hong Kong subsidiaries and the evolving regulatory landscape in the PRC. The company explicitly states, "Any change in the interpretation of existing rules and regulations or the promulgation of new rules and regulations may materially affect our operations and or the value of our securities, including causing the value of our securities to significantly decline or become worthless." Furthermore, the risk of delisting under the Holding Foreign Companies Accountable Act (HFCAA) is significant, as the act was amended to reduce the non-inspection period from three years to two, directly impacting companies with auditors in jurisdictions like Hong Kong if PCAOB inspection access is lost.

Analyst Insight

Investors should exercise extreme caution and consider the high geopolitical and regulatory risks before investing in MDLK. Given the potential for significant value decline or worthlessness due to PRC policy changes and HFCAA delisting risks, a speculative approach with a very small portion of a diversified portfolio, if any, is advisable. Closely monitor PRC regulatory announcements and PCAOB reports regarding Hong Kong audit firms.

Key Numbers

• 3,969,933,920 shares — Common Stock Outstanding (as of March 31, 2026)
• $1,277,953 — Aggregate Market Value of Non-Affiliate Common Stock (on June 30, 2025)
• $0.0005 — Closing Price per Share (on June 30, 2025, for market value calculation)
• 2 years — HFCAA Non-Inspection Period (reduced from three years by Consolidated Appropriations Act, 2023)

Key Players & Entities

• ModuLink Inc. (company) — Nevada holding company
• MDLK (company) — ticker symbol
• Hong Kong (regulator) — primary operational base for subsidiaries
• People's Republic of China (regulator) — source of significant regulatory risk
• China Securities Regulatory Commission (regulator) — potential regulatory body
• Cybersecurity Administration Committee (regulator) — potential regulatory body for data security
• Public Company Accounting Oversight Board (regulator) — auditor inspection authority
• Securities and Exchange Commission (regulator) — U.S. securities regulator
• Holding Foreign Companies Accountable Act (regulator) — legislation impacting U.S.-listed foreign companies
• Consolidated Appropriations Act, 2023 (regulator) — amended HFCAA

FAQ

Risk Factors

• PRC Regulatory Uncertainty [high — regulatory]: ModuLink's operations are heavily reliant on its Hong Kong subsidiaries, which are subject to the evolving regulatory landscape of both Hong Kong and the People's Republic of China (PRC). Changes in PRC government policies, including those related to national security, anti-monopoly, and data security, could materially impact the company's operations, foreign investment, and its ability to list securities.
• Dependence on Subsidiary Contributions [high — financial]: The company's financial health is significantly dependent on contributions from its Hong Kong subsidiaries. Any disruption to these contributions due to regulatory changes or other factors could materially affect ModuLink's cash flow and the value of its securities.
• HFCAA Delisting Risk [medium — regulatory]: ModuLink's auditor is based in Hong Kong and is subject to PCAOB inspection. However, there is a persistent risk of delisting from U.S. exchanges under the Holding Foreign Companies Accountable Act (HFCAA) if the PCAOB is unable to conduct inspections for two consecutive years. This risk has been reduced from three years by the Consolidated Appropriations Act, 2023.
• Joint Venture Reliance [medium — operational]: The company focuses on property development projects primarily through joint ventures. The success of these projects is contingent on the performance and stability of its joint venture partners, introducing operational risks.
• Low Market Capitalization [medium — market]: As of June 30, 2025, the aggregate market value of non-affiliate held common stock was only $1,277,953, based on a closing price of $0.0005 per share. This indicates a very low market capitalization and potentially limited investor interest.
• Cybersecurity and Data Privacy (Future Risk) [low — regulatory]: While ModuLink is not currently subject to cybersecurity review by the CAC due to not meeting user or data thresholds, future changes in PRC regulations or growth in its operations could bring it under such scrutiny, requiring significant compliance efforts.

Industry Context

ModuLink operates in the property development sector, which is capital-intensive and subject to local market conditions and regulatory oversight. The company's focus on joint ventures suggests a strategy to mitigate risk and leverage partner expertise in specific projects. The competitive landscape is likely fragmented, with success depending on project execution, financing, and navigating complex land use and development regulations.

Regulatory Implications

ModuLink faces significant regulatory risks stemming from its reliance on Hong Kong subsidiaries operating under PRC jurisdiction. Evolving PRC policies on national security, data, and foreign investment could materially impact operations and listing status. The company's auditor's location also exposes it to HFCAA delisting risks.

What Investors Should Do

1. Monitor PRC regulatory developments closely.
2. Assess the financial health and operational stability of joint venture partners.
3. Evaluate the ongoing compliance of the auditor with PCAOB inspection requirements.
4. Consider the dilutive effect of a large share count on potential future returns.

Key Dates

• 2025-06-30: Market Value Calculation Date — Established the aggregate market value of non-affiliate common stock at $1,277,953, reflecting a low per-share price of $0.0005.
• 2026-03-31: Common Stock Outstanding Record Date — Reported 3,969,933,920 shares of common stock outstanding, indicating a large number of shares which can dilute per-share metrics.

Glossary

HFCAA

Holding Foreign Companies Accountable Act. A U.S. law that requires foreign companies listed on U.S. exchanges to allow U.S. regulators to inspect their audits. If they fail to do so for consecutive years, they can be delisted. (Poses a significant delisting risk for ModuLink if its Hong Kong-based auditor is unable to comply with PCAOB inspection requirements.)

PCAOB

Public Company Accounting Oversight Board. A non-profit corporation established by Congress to oversee the audits of public companies in order to protect the interests of investors. (The PCAOB's inspection of ModuLink's auditor is critical for the company's continued listing on U.S. exchanges.)

CAC

Cyberspace Administration of China. The primary internet regulator in China, responsible for cybersecurity and data privacy oversight. (ModuLink is not currently subject to CAC review, but future regulatory changes or operational growth could bring it under its purview.)

Joint Venture

A business arrangement where two or more parties agree to pool their resources for the purpose of accomplishing a specific task or project. (ModuLink's primary business model relies on joint ventures for property development, making partner performance a key operational factor.)

Year-Over-Year Comparison

Information comparing key metrics to the previous year, such as revenue growth, margin changes, and the emergence of new risks, is not available in the provided text. The filing highlights a large number of shares outstanding (3,969,933,920 as of March 31, 2026) and a very low market capitalization ($1,277,953 as of June 30, 2025), suggesting potential financial challenges or a lack of recent significant operational progress.

Key Financial Figures

• $0.001 — itle of Class) Common Stock, par value $0.001 per share Indicate by check mark if t
• $0.0005 — -Counter Bulletin Board on that date of $0.0005. FORM 10-K MODULINK INC. (Formerly

Filing Documents

• modulink_i10k-123125.htm (10-K) — 1440KB
• modulink_ex2100.htm (EX-21) — 7KB
• modulink_ex3101.htm (EX-31.1) — 8KB
• modulink_ex3102.htm (EX-31.2) — 8KB
• modulink_ex3201.htm (EX-32.1) — 3KB
• modulink_ex3202.htm (EX-32.2) — 3KB
• image_003.jpg (GRAPHIC) — 3KB
• image_005.jpg (GRAPHIC) — 60KB
• 0001683168-26-002455.txt ( ) — 6252KB
• mdlk-20251231.xsd (EX-101.SCH) — 54KB
• mdlk-20251231_cal.xml (EX-101.CAL) — 62KB
• mdlk-20251231_def.xml (EX-101.DEF) — 138KB
• mdlk-20251231_lab.xml (EX-101.LAB) — 363KB
• mdlk-20251231_pre.xml (EX-101.PRE) — 311KB
• modulink_i10k-123125_htm.xml (XML) — 716KB

Business

Business 1 Item 1A.

Risk Factors

Risk Factors 22 Item 1B. Unresolved Staff Comments 40 Item 1C. Cybersecurity 40 Item 2.

Properties

Properties 42 Item 3.

Legal Proceedings

Legal Proceedings 42 Item 4. Mine Safety Disclosures 42 PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 43 Item 6. [Reserved] 47 Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 48 Item 7A.

Quantitative and Qualitative Disclosures about Market Risk

Quantitative and Qualitative Disclosures about Market Risk 60 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 60 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 60 Item 9A.

Controls and Procedures

Controls and Procedures 60 Item 9B. Other Information 61 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 61 PART III Item 10. Directors, Executive Officers and Corporate Governance 62 Item 11.

Executive Compensation

Executive Compensation 65 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters 69 Item 13. Certain Relationships and Related Transactions, and Director Independence 70 Item 14. Principal Accountant Fees and Services 72 PART IV Item 15. Exhibits, Financial Statement Schedules 7 4 Item 16. Form 10-K Summary 75

SIGNATURES

SIGNATURES 76 All references to "we," "us," "our," "the Company," or "ModuLink" in this Annual Report on Form 10-K means ModuLink, Inc., and its consolidated subsidiaries. Website addresses referenced in this Annual Report on Form 10-K are provided for convenience only, and the content on the referenced websites does not constitute a part of this Annual Report on Form 10-K. i INTRODUCTORY COMMENT We are a Nevada holding company with operations conducted through our wholly owned subsidiaries based in Hong Kong and an affiliated company in Australia. Our investors hold shares of common stock in ModuLink Inc., the Nevada holding company. 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. Our ability to obtain contributions from our subsidiaries are significantly affected by regulations promulgated by Hong Kong authority. Any change in the interpretation of existing rules and regulations or the promulgation of new rules and regulations may materially affect our operations and or the value of our securities, including causing the value of our securities to significantly decline or become worthless. For a detailed description of the risks facing the Company associated with our structure, please refer to " Risk Factors – Risks Relating to Doing Business in Hong Kong ." ModuLink Inc. and our Hong Kong subsidiaries are not required to obtain permission or approval from the China Securities Regulatory Commission, or CSRC, the Cybersecurity Administration Committee, or CAC, or any other Chinese authorities to operate our business or to issue securities to foreign investors. However, in light of the recent statements and regulatory actions by the People's Republic of China ("the PRC") government, such as those related to Hong Kong's national security, the promulgation of regulations prohibiting foreign

View Full Filing

View this 10-K filing on SEC EDGAR