SecProbe.io

CORRESP
 1
 filename1.htm

 VIA EDGAR

 September 18, 2025

 Division of Corporation Finance

 Office of Real Estate & Construction

 U.S. Securities & Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

 Attention:
 Frank Knapp

 Shannon Menjivar
 Benjamin Holt

 Pam Howell

 Re:
 International Endeavors Corporation

 Amendment No. 2 to Registration Statement on
 Form 10-12G
 Filed August 12, 2025

 File No. 000-55649

 Ladies and Gentlemen:

 On behalf of International
Endeavors Corporation (the " Company ," " we ," " our ," or " us "),
we submit this letter in response to the comments provided by the staff (the " Staff ") of the U.S. Securities and Exchange
Commission (the " Commission ") in its letter dated August 21, 2025 (the " Comment Letter ") with respect
to the Amendment No. 2 to the Registration Statement on Form 10-12G filed with the Commission on August 12, 2025 (the " Amendment
No. 2 ") through EDGAR.

 For your convenience, we have
repeated each of the Staff's comments below in bold text, followed by the Company's responses. We have included page references
in the Amendment No. 2 where the language addressing a particular comment appears. Capitalized terms used but not defined herein have
the meanings set forth in the Amendment No. 2.

 The Company has revised the
Amendment No. 2 in response to the Staff's comments and is concurrently submitting the Amendment No. 3 to the Registration Statement
on Form 10-12G (the " Amendment No. 3 ") with this letter, which reflects these revisions and updates and clarifies certain
other information.

 Amendment No. 2 to Registration Statement on
Form 1012G filed August 12, 2025

 Executive Compensation, page 60

 1.
 We note the revisions made in response to prior comment 8 and we reissue. We note the disclosure on page 58 regarding base salaries and the disclosure on page 59 that you have agreed to pay Messrs. Fu and Au-Yeung a monthly fee of HK$20,000 (approximately $2,564) and HK$10,000 (approximately $1,282) for their services as directors. However, the summary compensation table does not to reflect any base salaries. Please reconcile. In addition, the compensation paid for services as directors does not appear to reflect the full payment for the year ended December 31, 2024, and only appears to reflect two months. Please revise to provide the information required by Item 402 of Regulation S-K or advise. In this regard, this would also include compensation paid as officers and directors of Modulink, the predecessor.

 Response: The Company acknowledges
the Staff's comment and has revised pages 60 and 61 accordingly.

 1

 Index to Consolidated Financial Statements,
page F-1

 2.

 We note your response to prior comment
12. Please address the following:

 ·
 We note your determination that MIL is the accounting acquirer and ongoing operating business, and thus
 the predecessor for financial reporting purposes. Please provide us with your significance assessment for the acquisition of IDVV
 and your analysis of whether you are required to file separate historical financial statements of IDVV and pro forma information
 required by Rule 8-04 and 8-05 of Regulation S-X, respectively; and

 ·
 Please clarify how the assets and liabilities of IDVV were initially recognized by ModuLink Inc.
given that the Stock Purchase Agreement dated January 22, 2025 and consummated February 10, 2025 involved entities that were not under
common control. Please reference the authoritative accounting literature management relied upon.

 Response: The Company acknowledges
the Staff's comment and respectfully provides the following response.

 (i) Shell Company Assessment

 The Company conducted an
independent assessment of the shell company status of International Endeavors Corporation ("IDVV") based on the definition
of a "shell company" under Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act. For the years ended December
31, 2024 and the quarter ended March 31, 2025, IDVV did not have significant operations and therefore qualified as a shell company. A
more detailed analysis supporting this conclusion is provided in our response to SEC Comment #4.

 Pursuant to the Stock Purchase
Agreement dated January 22, 2025, ModuLink Inc. and the Seller agreed that IDVV's sole business, Witech, would be transferred back
to the Seller. Following this transfer, IDVV retained no substantive business operations or realizable assets, further reinforcing our
conclusion that IDVV qualified as a shell company prior to the transaction.

 (ii) Significance Assessment

 In accordance with Rule 1-02(w)
of Regulation S-X, the Company evaluated the significance of the acquisition of IDVV using the asset, income and investment tests.

 Asset Test: As of December
31, 2024 and March 31, 2025, IDVV reported unaudited total assets of $891,380 and $883,568, respectively. However, these assets were comprised
almost entirely of Witech, which under the Stock Purchase Agreement dated January 22, 2025 was required to be transferred back to the
Seller and subsequently disposed of for nil consideration on May 1, 2025. Management also assessed the recoverability of these assets
as remote. Accordingly, such assets should have been fully written off as of December 31, 2024 (or earlier reporting periods, as appropriate).
After adjustment, IDVV's realizable assets were limited to cash of $7,812, representing 0% of MIL's consolidated total assets.

 Income Test: IDVV reported
approximately US$59,000 and US$71,000 of annual revenues in each of the years ended December 31, 2023 and 2024. The management determined
that such revenues were nominal, the associated accounts receivable were not collectible and should have been written off, and therefore
the revenues were not indicative of meaningful ongoing operations. Further, after considering the absence of IDVV's continuing operations,
management determined that IDVV's income from continuing operations was negligible and represented 0% of MIL's consolidated
revenue.

 Investment Test: Under the
terms of the Share Exchange Agreement dated March 28, 2025, the Company agreed to issue 2,356,712,066 shares of IDVV common stock at a
valuation of $0.0034 per share to the shareholders of MIL, representing an aggregate purchase consideration of approximately US$8.0 million.
By comparison, IDVV's realizable assets as of December 31, 2024 were limited to $7,812. Using the reported balance sheet amounts
of IDVV prior to impairment ($891,380 as of December 31, 2024), the investment test ratio would exceed 800%. When adjusted to reflect
realizable assets, the ratio exceeds 100,000%.

 Management also considered
IDVV's market capitalization. Based on the average trading price of $0.00036 during the last five trading days of February 2025
and 1,613,221,854 shares outstanding, IDVV's implied market capitalization was approximately $581,000. This amount represents only
a small fraction (around 7%) of the purchase consideration of approximately $8.0 million issued to the MIL shareholders. Given this insignificant
proportion, together with IDVV's lack of substantive operations and realizable assets, management concluded that market capitalization
does not alter the overall significance assessment.

 Based on the asset, income,
and investment tests, the acquisition of IDVV was not significant under Rule 1-02(w).

 2

 (iii) Application of Rule
15-01(e) and Reverse Recapitalization Guidance

 In accordance with Rule 15-01(e)
of Regulation S-X:

 "After a shell company
registrant… acquires a business that is its predecessor, the financial statements of the shell company for periods prior to consummation
of the acquisition are not required to be included…"

 In our case:

 · IDVV qualified as a shell company prior to the acquisition;

 · MIL has been determined to be the accounting acquirer and the ongoing operating business, and therefore the predecessor for financial reporting purposes. This determination results from the adoption of the accounting guidance for a Merger of Entities under Common Control and a Reverse Recapitalization, as described in Note 1 to the audited financial statements of IDVV for the years ended December 31, 2023 and 2024; and

 ·
IDVV's audited consolidated financial statements for the two most recent fiscal years and the interim period ended March 31, 2025
have been provided and retrospectively presented in Amendment No. 1 to Form 10 to reflect the reverse recapitalization appropriately.

 Accordingly, consistent with
Rule 15-01(e) and established SEC practice for reverse recapitalizations, separate audited financial statements of IDVV prior to the share
exchange are not required. Given IDVV's status as a shell company and absence of meaningful historical operations or realizable
assets, such financial statements would not provide useful or relevant information to investors.

 (iv) With respect to the
acquisition of IDVV by ModuLink Inc. pursuant to the Stock Purchase Agreement dated January 22, 2025 and consummated on February 10, 2025,
the transaction involved ModuLink Inc. acquiring the outstanding preferred shares of IDVV.

 Under ASC 805-10-20, a "business
combination" occurs when an acquirer obtains control of one or more businesses. For this definition to apply, the acquired set of
activities and assets must meet the definition of a "business" under ASC 805-10-55-3A and meeting the requirements in paragraphs
805-10-55-4 through 55-6 and 805-10-55-8 through 55-9. Based on management's assessment, the acquired preferred shares did not transfer
to ModuLink Inc. an integrated set of activities and processes capable of producing outputs. Accordingly, the transaction was accounted
for as a purchase of equity interests rather than as a business combination.

 Because the transaction does
not qualify as a business combination:

 · The recognition
and measurement principles of ASC 805 were not applicable, and the assets and liabilities of IDVV were therefore not remeasured or re-recognized
in ModuLink Inc.'s financial statements as of the consummation date.

 · The guidance in
ASC 805-50 relating to common control transactions was also not applicable, as the Stock Purchase Agreement involved entities that were
not under common control (ASC 810-10).

 In addition, pursuant to
the Stock Purchase Agreement, ModuLink Inc. and the Seller agreed that IDVV's sole business, Witech, would be transferred back to
the Seller. As a result:

 · In accordance with
ASC 205-20 (Discontinued Operations) and ASC 360-10 (Impairment or Disposal of Long-Lived Assets), the assets of IDVV associated with
Witech were required to be classified as "held for sale" as of the agreement date.

 3

 · Because these assets
were subsequently disposed of to the Seller for nil consideration on May 1, 2025, they had no realizable value.

 · Accordingly, such
assets should have been fully written off in IDVV's financial statements as of December 31, 2024 or in earlier reporting periods,
as appropriate.

 Therefore, ModuLink Inc. did not re-recognize
IDVV's assets or liabilities upon consummation. Instead, ModuLink Inc. recorded only its investment in IDVV's equity interests,
and therefore the stock purchase transaction has no impact on the financial statements of IDVV as of the consummation date on February
10, 2025.

 3.

 We also note you accounted for the Share
Exchange as a transaction between entities under common control and that the historical financial statements of the registrant reflect
those of MIL for all periods, which are presented with a retrospective presentation and combination of the consolidated financial statements
as if the Share Exchange and disposal of the original business had occurred and the current group structure had existed at the beginning
of the earliest reporting period presented. We further note that it appears that IDVV and MIL were not under the common control of Mr.
Tam, Mr. Fu and Mr. Au-Yeung ("control group") until February 10, 2025.

 Please address the following:

 ·
 Please tell us your basis in U.S. GAAP for excluding the original business of IDVV
 from the historical consolidated financial statements that include IDVV.

 ·
 Please clarify for us who controlled MIL for all periods from January 1, 2023 to date. In your
 response, please clarify for us if ownership of MIL changed since January 1, 2023.

 ·
 Please tell us your basis in U.S. GAAP for consolidating IDVV and MIL prior to February 10, 2025,
 the date it appears these entities became under common control of the control group.

 Response: The Company acknowledges
the Staff's comment and respectfully provides the following response.

 (i) Exclusion of Original
IDVV Business from Historical Consolidated Financial Statements

 As noted in our response
to SEC Comment #4, IDVV qualified as a shell company prior to the consummation of the Share Exchange. Pursuant to the Stock Purchase Agreement
dated January 22, 2025, ModuLink Inc. and the Seller agreed that IDVV's sole operating business, Witech, would be transferred back
to the Seller.

 In accordance with ASC 205-20
(Discontinued Operations) and ASC 360-10 (Impairment or Disposal of Long-Lived Assets), the assets of Witech were required to be classified
as held for sale as of the agreement date. Because these assets were subsequently disposed of to the Seller for nil consideration on May
1, 2025 and management had determined that their recoverability was remote, they had no realizable value and were required to be fully
written off as of December 31, 2024 (or earlier reporting periods, as appropriate).

 Accordingly, as of the consummation
of the Share Exchange, IDVV had no substantive operations and no realizable assets. On this basis, IDVV met the definition of a "shell
company" under Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act.

 4

 The consolidated financial
statements of IDVV have been prepared on the basis of common control accounting, as if control by the same control group had existed throughout
the earlier reporting periods presented. Under ASC 805-50, retrospective combination of entities under common control is appropriate to
provide meaningful continuity of financial reporting. Because the Witech operations were contractually transferred back to the Seller
and did not remain under the continuing control of ModuLink or its shareholders, the historical results of Witech are excluded from the
consolidated financial statements.

 Conclusion: Based
on the foregoing, the original IDVV business is excluded from the historical consolidated financial statements because (i) its assets
had no realizable value and were disposed of for nil consideration, (ii) IDVV functioned solely as a shell company upon consummation of
the Share Exchange, and (iii) under ASC 805-50, common control accounting requires presentation only of the ongoing operations that remain
under the common control group.

 (ii) Control of MIL

 ModuLink Investment Limited
("MIL") 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. MIL, together with MCL and its subsidiaries and associated company (the "ModuLink Group") had undertook a series
of restructuring transactions prior to the Stock Exchange to consolidate the businesses ultimately controlled by Mr. Tam, Mr. Fu, and
Mr. Au-Yeung (the "control group"). More details of the restructuring can be referred to Note 3 to the audited financial statements
of IDVV for the years ended December 31, 2023 and 2024. As a result, the control group has maintained continuous control over the operations
comprising MIL and its controlled entities from January 1, 2023 through the date of this filing.

 Accordingly, the consolidated
financial statements of IDVV and MIL have been prepared on t