What changed in this filing

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Item 1. Business

2025-12-15 compared with 2024-12-09 · 325 added, 784 removed, 18 unchanged (98% of the section changed)

HOLDINGS INC.

(“INNO,” “we,” “us,” or “Company”) is an innovative building-technology

company with a mission to transform the construction industry with our proprietary cold-formed steel-framing technology and other building

INNO recognized the inherent inefficiency and waste in traditional lumber-based construction techniques and sought to develop

steel-based construction technologies to solve the problems.

INNO takes its name from “innovation” and is committed to the

research and development of steel studs/tracks/headers, providing higher performance and greater efficiencies in all aspects of construction,

making better structural solutions for both commercial and residential buildings, resulting in substantial labor cost savings, in our

The Company’s products are created using a combination of intelligent machines and cutting-edge techniques to provide an

optimal design solution of framing for engineers, builders, and construction companies.

We are currently a manufacturer of cold-formed-steel

members and we offer a full range of services required to transform raw materials into precise steel framing products and prefabricated

We sell these finished products either to businesses or directly to customers.

The finished products and cold-formed-steel members

are used in a variety of building types, including residential, commercial, industrial, and infrastructure.

We hope to transform the

building industry by reducing construction times while providing more affordable, environmentally sustainable, and durable solutions

compared to traditional construction materials and methods.

We believe we are also well positioned to disrupt the construction industry,

which now accounts for $10 trillion of the global economy.

work with our customers to manufacture products in accordance with the customers’ drawings and specifications.

Our work complies

with specific national and international codes and standards applicable to the construction industry.

We believe that we have earned

our reputation through outstanding technical expertise, attention to detail, and a total commitment to excellence in customer service.

primary manufacturing operations are located on approximately five acres in Brookshire, Texas.

Our facility houses state-of-the-art equipment

that gives us the capability to manufacture 15,000 linear feet of product per day.

We offer a full range of services such as structural

designs, metal stud production, and preassembly of metal studs into steel wall panels, which are required to transform raw materials

into finished products that are compliant with local building codes.

Our manufacturing capabilities include fabrication operations, such

as cutting, punching, forming and assembling, and machine operations, which includes computer numerical controlled (“CNC”)

machine operations.

We also provide support services for our manufacturing capabilities:

manufacturing engineering (planning, fixture

and tooling development, and manufacturing), quality control (inspection and testing), materials procurement, production control (scheduling,

project management, and expediting), and final assembly.

manufacturing at our facility is done in accordance with our written quality assurance program, which meets specific national codes as

well as international codes, standards, and specifications.

For example, we have ICC-ES evaluation reports (ESR-4641) that show that

our cold-formed steel-framing members are compliant with the 2018 and 2015 International Building Code (“IBC”), 2019 California

Building Code (“CBC”), and 2020 Florida Building Code.

The standards used for each customer project are specific to each

customer’s needs, and we have implemented those standards into our manufacturing operations.

2024, we successfully launched a new revenue stream through our newly established subsidiary, Inno AI Tech Corp., which specializes in

research and consulting services.

Steel Framing

steel is the material of choice to lower building costs and adapt to modular or off-site buildings.

It is consistent in quality and

form, and it can be shipped preassembled or it can be assembled on-site by workers with little training.

Our steel roof trusses,

wall panels, and joist systems are a cost-effective noncombustible alternative to traditional building materials.

now commonly used to build apartments, hotels, temporary housing, nursing homes, commercial buildings, industrial buildings, and

single-family detached homes.

These types of structures are expected to be the targets of our Company’s sales and marketing

proprietary cold-formed roller machines are equipped with proprietary software, which optimizes production efficiency and supports individual

part customization to ensure each cold-formed-steel member is produced to the exact specifications of the plans.

Our intelligent machines

can precisely cut and punch out steel studs, leaving channels for the mechanical, electrical, and plumbing designs.

We arrive at an accurate,

comprehensive, and information-rich design model with the utilization of light-gauge steel-framing engineering software , which

creates a digital model of the project that includes all functional systems, geometric features, and aesthetics, such as electrical wiring,

air conditioning, doors, and windows.

The light-gauge steel-framing engineering software is a shared multidisciplinary resource that

allows collaborators to achieve maximum efficiency and effectiveness by compressing design lead time.

We have created a full BIM solution

that instructs our advanced cold-formed roller machines to produce each steel-framing piece to certain specifications.

the design phase, our top-quality raw materials are processed on several production lines, each with made-to-order specific dimensions,

screw holes, and cross-cut stitching.

These customizations reduce the need for on-site manual calculations and simplify the assembling

steps, both of which increase construction efficiency and reduce labor costs.

All steel-framing products produced by our Company are

International Code Council (ICC) certified.

The International Code Council is the leading global source of model codes and standards

and building safety solutions that include product evaluation, accreditation, technology, training, and certification.

The Code Council’s

codes, standards, and solutions are used to ensure safe, affordable, and sustainable communities and buildings worldwide.

modular steel building framing systems avoid construction delays caused by partial or unsynchronized delivery of different building components.

By breaking away from the methods of traditional stick-built building, our customers report that their construction timelines have been

reduced by at least 20%.

to high housing prices, some are having difficulties purchasing a home.

Housing market trends have shown a gradual preference for modular

homes, which is a prefabricated building that consists of repeated sections called modules, and involves constructing sections away from

the building site, then delivering them to the intended site where the installation is completed.

We believe demand for prefab homes

is on an upward growth trend in the United States.

According to the Straits Research Institute, North America’s share of the global

modular building market was valued at $28 billion in 2021 and is expected to grow to $53 billion by 2030, representing a CAGR of 7%.

According to the summary of an IBISWorld report titled, “Prefabricated Home Manufacturing in the US — Market Size 2002-2029,”

the prefabricated home manufacturing market size in the U.S.

is expected to be $9.1 billion in 2023.

We expect to capitalize on this

trend by providing high-quality and affordable modular homes.

consumers are drawn to prefab homes because of their cost-effectiveness, efficiency, and permanent property characteristics.

is a low-maintenance, single-story, 743-square-foot manufactured home with 4 color options that can resist earthquakes, withstand winds,

and prevent pests.

It is a cold-formed-steel building system equipped with honeycomb panels, and it is designed to maximize the strength-to-weight

As a result, it yields high structural stability.

Castor Cube can be built on a foundation or used as a mobile home.

Castor Cube can be built on a foundation steel chassis, which can be single or used as a mobile multi-sectioned.

We are expanding and

improving our facility in Texas and anticipate that this modular home product will be completely constructed within the next couple years.

Once built, it will be transported to permanent locations for installation.

The timeline for product delivery is not affected by weather

since it will be manufactured in our 100% climate-controlled factory.

Furthermore, we expect that streamlined building process will shorten

the completion time.

Off-site Equipment Rental, Sales, Service, and Support

believe innovative technology can increase productivity in the building sector.

Research and development of more efficient methods in

the manufacturing and building space is at the forefront of our business model.

Mobile Factory is an all-in-one, secured production facility that will produce steel-framing members onsite.

It can print wall panels,

floor truss, and roof truss components.

The size is customized for a trailer, which enables it to be transported anywhere, ranging from

metropolitan suburbs to remote areas with little to no infrastructure.

It is designed to enable immediate stud production on any site.

Mobile Factory is complete with metal stud production equipment and a diesel generator.

This generator can supply continuous power to

our cold-formed roller machine.

The production capacity of our Mobile Factory is at least 1,000 linear feet per day.

We believe this

innovation is the good solution for urgent deployment in disaster areas or remote areas.

It is designed to reduce the cost and time of

transportation of metal studs, which we believe can drive a lower carbon footprint for larger projects.

Mobile Factory is operated and managed by Internet of Things (“IoT”) technology, a network of physical objects that are embedded

with sensors, software and other technologies for the purpose of connecting and exchanging data with other devices and systems over the

INNO developed its proprietary IoT production management system independently.

The system controls equipment and manages the

Mobile Factory via a dashboard, allowing the user to gain a comparative understanding of production parameters, such as operation data,

machinery breakdown data, uptime data and production efficiency.

may from time to time participate in land development and contractor services if an opportunity exists to leverage our products.

Specifically,

we have evaluated the development of apartment complexes, retirement communities, and remodels for projects that would incorporate our

metal framing studs.

For example, we have agreed to provide project development services for our contract with Vision Opportunity Fund

LP (assigned to Vision 101), partially owned by a minority shareholder of the Company, related to the development of an approximately

110,000 square feet retirement community.

February 2024, we formed Inno AI Tech Corp., which specializes in research and consulting services.

Throughout the year, we successfully

supported a client in establishing a steel technology company.

Our services included incorporation assistance, comprehensive training

programs, in-depth market research, and strategic business development guidance.

This engagement generated consulting revenue of $205,000.

can serve commercial, residential, and industrial projects.

For the cold-formed steel-framing business, the sales model is business-to-business

because the main customers are developers, builders, and contractors.

For the Castor Cube prefab home products and the consulting services

performed by Inno AI Tech Corp., the sales model is expected to be either business-to-business or business-to-customer.

a year-to-year basis we are generally dependent on a small number of major customers that change year to year.

Our written agreements

with major customers normally terminate upon completion, and our major customers change from year to year.

For the year ended September

30, 2024, three customers accounted for 90% of the Company’s total revenues, respectively.

For the year ended September 30, 2023,

three customers accounted for 53%.

As of September 30, 2024, $Nil outstanding of accounts receivable.

Accounts receivable from one customer

accounted for 100% of the Company’s total accounts receivable as of September 30, 2023.

agreements contain standard construction and supplier agreement terms including payment schedules, performance schedules, the ability

to subcontract, insurance obligations and indemnification provisions, and confidentiality provisions.

Our written agreements with these

customers generally terminate upon completion of the project or early terminate upon mutual agreement of the parties and contain provisions

restricting our right to assign the agreement.

we rely on a limited number of suppliers.

For the year ended September 30, 2024, two suppliers accounted for 58% of the Company’s

total purchases.

For the year ended September 30, 2023, three suppliers accounted for 57% of the Company’s total purchases.

of September 30, 2024 and 2023, accounts payable to two suppliers accounted for 51% and 55% of the Company’s total accounts payable,

respectively.

We currently do not have written agreements with these suppliers or, generally, with any of our suppliers.

All of our purchases

from these suppliers are made by way of individual orders.

(“INNO,” “we,” “us,” or “Company”) is an innovative technology company

that engages in the business of recycled consumer electronic devices.

We source and purchase pre-owned consumer electronic devices such

as smartphones and tablets from suppliers and sell the electronic devices to wholesalers that re-sell these products to their wholesale

and/or retail customers in Southeast Asia, Middle East Asia, Europe and other regions.

We conduct our business of recycled consumer electronic

devices through two Hong Kong-based wholly-owned subsidiaries Lear Group Limited and Baymax High Technology Co., Limited, acquired by

the Company in October and December 2024, respectively.

the Company engaged in the business of manufacturing cold-formed-steel and offering a range of services required to transform raw materials

into precise steel framing products and prefabricated homes.

In the second quarter of 2025, the Company decided to discontinue its cold-formed-steel

business and sold all of the Company’s ownership in the subsidiaries through which the Company conducted its cold-formed-steel

From March 2025 till April 2025, the Company completed the disposition of all its ownership or membership interests in its

former wholly- and partially-owned subsidiaries, namely Inno Metal Studs Corp, Inno AI Tech Corp., Inno Disrupts Inc., and Castor Building

consumer electronic devices

recycled consumer electronic devices offered by us include smartphones (various models of iPhone) and tablets (various models of iPad).

For the years ended September 30, 2025, revenues generated from recycled iPhones accounted for 100% of our revenue.

expect to expand our products into more categories in the future including but not limited to laptops, such as MacBook, and other accessories,

such as smartwatches and headphones.

we derive all of our revenues from wholesale customers.

Such wholesaler customers purchase recycled consumer electronic devices from

us and then re-sell them in Southeast Asia, Middle East Asia, Europe and other regions.

currently rely on a limited number of suppliers that collect pre-owned consumer electronic devices from network carriers, companies,

and individuals.

For the year ended September 30, 2025, two suppliers accounted for all of the Company’s total purchases.

to broaden our supplier base.

However, we maintain a high standard requirement for supplies of recycled consumer electronic devices.

Before purchasing products from a new supplier, the Company will perform a background check, taken into consideration the new supplier’s

past track record.

Competitive Strengths

recognizes that no technology or product is completely immune to being copied, and therefore the company is committed to being a pioneer

in the industry by constantly researching and developing new technologies, and being ahead in various aspects of the industry such as

regulations, equipment autonomy, design technology, production efficiency, new product birth, orderly management, coordinated transportation,

remote production, etc.

In this way, INNO aims to have the most advanced and comprehensive technology in the industry and be the true

technological barrier for competitors to overcome.

INNO focuses on patentable innovative products and commercializing research discoveries

in the cold-formed steel industry in the U.S.

and committed to bringing innovation in the field of thin-walled structures, cold-formed

steel building technology, and design methodology for resilient buildings.

Integrated Manufacturing Process

to other traditional metal stud manufacturers, INNO differentiates itself by integrating services from design to metal stud production

to prefabrication, utilizing off-site building technology to reduce the need for on-site framing labor.

This approach allows INNO to

streamline the production process, increase efficiency, and reduce dependency on labor.

By implementing off-site building technologies,

INNO is able to prefabricate and assemble many components of the building in a factory setting, which can lead to improved quality control,

faster construction times and reduced on-site labor costs.

This approach allows INNO to be a leader in the metal studs manufacturing

industry in the U.S.

and set a new standard for the building industry.

to other prefab home companies, INNO sets itself apart by making an innovation in the overall structure system and developing our own

patent pending panel material for faster installation.

Unlike other prefab home competitors who still use traditional wood-stick building

methods or other unique liquid material (required by 3D printing), which are not as efficient and may not be able to guarantee delivery

times, INNO’s patent pending panel material and overall structure system allows for faster installation, improved efficiency and

guaranteed delivery times.

This allows INNO to offer a more efficient and cost-effective solution for prefab home building and maintain

a competitive edge in the market.

Additionally, INNO’s patent pending material and system can guarantee the quality and safety

of the building, which is a significant advantage over the other prefab home companies.

Cost of Traditional Wood Construction Favors Transition to Steel

INNO’s off-site building technology can significantly reduce overall construction costs, even when compared to wood building.

past several years of western wildfires in the United States have had a significant impact on lumber stocks and mills, leading to disruptions

in supply and fluctuations in lumber prices.

A study by the Steel Framing Industry Association (SFIA) indicates that the cost to build

with cold-formed steel is relatively the same as building with wood when the cost comparison includes the construction insurance premiums

associated with using the materials.

As the price of wood no longer provides a cost advantage, alternative building materials like steel

have become increasingly popular in the market.

By leveraging its off-site building technology, INNO is able to offer a cost-effective

solution that takes advantage of the cost benefits of steel building while also providing faster and more efficient construction.

are keeping our prices at a competitive level with traditional wood framing solutions.

In a recent internal case study, we found that

INNO’s products delivered real-world cost-savings of 8-16% compared to wood framing.

This study compared our solution against wood

for a 2,2663 square feet.

home built in 2022, for which we supplied materials.

Based on fully quoted materials and estimated labor and

insurance costs, we estimate the contractor saved 16% by using INNO products compared to wood framing.

For the “low” scenario,

we recently requested updated wood bids and used the lowest one;

in this case, we estimate that INNO products would have provided the

contractor with 8% savings.

Steel-Framing Market

to the report released by Grand View Research in 2022, titled “Light Gauge Steel Framing Market Size, Share & Trends Analysis

Report By Type (Skeleton Steel Framing, Wall Bearing Steel Framing), By End-use (Commercial, Residential), By Region, And Segment Forecasts,

2023 - 2030”, the global light-gauge steel-framing market was valued at $37.27 billion in 2023 and is expected to reach $52.73

billion by 2030, growing at a CAGR of 5.1% from 2023 to 2030.

The substantial rise in construction spending and a shift in trend toward

sustainable materials have contributed to higher energy efficiency at a lower cost, in turn driving the market demand for light-gauge

steel frames.

According to KBV Research’s report released in February 2022, titled “North America Light Gauge Steel Framing

Market Size, Share and Industry Trend Analysis Report By Type, By End Use, By Country, Historical Data and Growth Forecast, 2021-2027,”

market has dominated the North American cold-formed steel-framing market, and it is expected to continue to be a dominant market

player until 2027;

thereby, achieving a market value of $7.2 billion by 2027.

to the summary of an IBISWorld report titled, “Wood Framing in the US - Market Size, Industry Analysis, Trends and Forecasts (2024-2029),”

the wood framing market size in the U.S.

is expected to be $27.5 billion in 2024.

Since the wood structures could be replaced by cold-formed-steel

structures, INNO’s target market size includes the wood-framing market.

If we combined the US light gauge steel (which we estimate

to be currently at approximately $6 billion based on the projected market value of $7.2 billion by 2027) and wood framing market ($27.5

billion) opportunities in 2024, we estimate it would amount to a $33.5 billion market opportunity in which INNO competes.

Prefabricated

Building Market

to the summary of an IBISWorld report titled, “Prefabricated Home Manufacturing in the US market size (2024-2029),” the prefabricated

home manufacturing market size in the U.S.

is expected to be $13.3 billion in 2024.

According to the report released by Global Industry

Analysts, Inc, titled “Prefabricated Buildings - Global Strategic Business Report”, the global prefabricated building market,

estimated at $117.4 billion in the year 2022, is projected to reach a revised size of $202.7 billion by 2030, growing at a CAGR of 7.1%

over the analysis period of 2022 through 2030.

According to Straits Research Institute, the U.S.

modular home market is projected to

be valued at $53 billion in 2030.

Prefabricated

houses are those that are built with the help of prefabricated building materials.

These building materials are prefabricated in an off-site

facility and then transported to the desired location for assembly.

The building materials used to develop prefabricated houses are divided

into concrete-based and metal-based materials.

The market is being driven by factors such as shorter construction times and cost savings.

The market is also benefiting from increased customer interest in reducing CO2 emissions, green building, and waste reduction.

and Governmental Pressures for Change

Biden’s Executive Order 14057 on the adoption of the federal Sustainable Development Catalyst for America’s Clean Energy

Industry and Jobs and the accompanying federal Sustainable Development Plan establish the ambitious goal of achieving zero emissions

from building by 2045.

The federal government will work on new construction, major renovations, and existing real estate to achieve linked

electrification, reduced energy use, lower water consumption and waste reduction.

The federal government will develop data-driven targets

and annual indicators for energy and water reduction by 2030 based on leading performance benchmarks for building type categories and

the composition of institutional building portfolios.

As part of this journey, the federal government will use performance contracts

to reduce emissions, improve efficiency, and modernize facilities while providing financial savings.

2021, the Los Angeles City Council Public Safety Committee approved a proposal to expand Fire District I, an anachronistic planning overlay

that would effectively ban wood-frame building in much of the city.

The motion currently winding its way through City Council would expand

Fire District I to neighborhoods with a population density of 5,000 residents per square mile, among other areas.

With nearly all of

Los Angeles comfortably above 5,000 residents per square mile, this expansion would effectively ban timber and wood-frame building in

much of the city, including many rapidly growing neighborhoods near transit.

Sustainability

and Green Building

Manufacturing

of materials for buildings and construction accounted for approximately 11% of global energy-related CO2 emissions in 2017 according

to the Global Status Report 2018, Global Alliance for Buildings and Construction & International Energy Agency.

Increased global

awareness of green building has driven efforts among all levels of government.

For example, local governments are beginning to regulate

in favor of using alternatives to wood in building projects.

To reduce the city’s vulnerability to wildfires, the Los Angeles City

Council voted in early 2021 to explore a proposal that could prohibit the use of wood-frame building for larger developments in some

of its most densely populated neighborhoods.

Similarly, the Los Angeles City Council Public Safety Committee approval of a proposal in

2021 to expand Fire District 1, an anachronistic planning overlay that would effectively ban wood-frame building in much of the city.

cities, fire safety is ensured by the International Building Code (IBC), which sets strict rules on allowable building materials

steel framing (“CFS”) is a highly sustainable, green building solution.

Through technological advances and processing changes,

steel has drastically reduced its carbon footprint.

CFS boasts a high level of recyclability, energy savings and greenhouses gas reduction.

Due to its inherent advantages such as fire-resistance, termite resistance, consistent material quality and sustainability, we believe

cold-formed steel will be the optimal alternative building material.

are an innovative building-technology company with a mission to transform the construction industry with our proprietary cold-formed

steel-framing technology and other innovations.

While we have significant customer concentrations, we endeavor to broaden our customer

base as well as the industries we serve.

and sale of high quality Like-New products

consumer electronic devices vary greatly in their quality.

Our business strategy is purchasing and selling high quality Like-New electronic

devices that have minimal signs of use, scratches, cracks or scuffs to the screen or rear housing.

Such business strategy contributes

to not only high efficiency on inspection, testing and refurbishment of the purchased products but also extremely low return rate from

our global customers.

inventory level management

maintain a dynamic level of inventories of recycled consumer electronic devices, based on our knowledge of the prevailing market trend

and estimation of electronic devices price fluctuation.

We continuously adjust our inventory levels by lowering inventory of products

in downward trend and increasing inventory of those in upward trend.

response to our customers’ needs

respond fast to our customers’ needs.

The fast response is enabled by the inventories maintained in our leased warehouse in Hong

Kong that are ready for shipping to our customers.

Also, since our products are high quality Like-New devices, our warehouse personnels

can quickly package and ship the goods via third party couriers.

These measures help shorten the time between our receipt of customers’

orders and the delivery of the goods.

Fast response to our customers’ needs contribute to higher level of customer loyalty to our

product pricing algorithm

have developed a database and algorithm for pricing strategies in purchase and sales of recycled consumer electronic devices.

able to set prices in a flexible way to balance demands and profitability by comprehensively considering factors including the current

market price of similar products, historical transaction prices of similar products, size of the order, specifications of the products,

and the quantity of the products.

location of Hong Kong

operating subsidiaries, Lear Group Limited and Baymax High Technology Co., Limited, are located in Hong Kong.

Hong Kong is one of the

busiest ports and enjoys the advantage of duty-free status, making it a major hub for the global recycled electronic devices industry.

Located in Hong Kong, the Company can conveniently receive recycled electronic devices from, and have them dispatched to, most of the

regions in the world.

endeavor to broaden our customer base.

Our marketing strategy is a long-term plan to achieve our Company’s mission by understanding

the needs of customers and creating a distinct and sustainable competitive advantage.

We position ourselves as the leader in intelligent

steel-framing building systems.

We intend to leverage our marketing and sales efforts to establish new potential customers.

We also intend

to leverage customer referrals, which in the past have been a source of new business.

A significant portion of our business is the result

of competitive bidding processes, and a significant portion of our business is from contract negotiation.

We believe that the reputation

we have developed with our current customers represents an important part of our marketing effort.

requests from customers are reviewed to determine the specific requirements and our ability to meet such requirements.

Quotations are

prepared by estimating the material and labor costs and assessing our current production schedule to determine our delivery commitments.

Competitive bid quotations are submitted to the customer for review and award of the contract.

have several strategic partners, including real estate companies, general contractors, builders and developers.

Our strategic partners

connect our Company with potential customers who are either potential homeowners or developers.

the several architecture, builder and contractor associations that we have joined, we share the advantages of cold-formed steel framing

with others, and we educate and encourage construction industry practitioners to move out of their wood-framing comfort zone to embrace

steel-framing technology.

We intend to leverage our marketing and sales efforts

to establish new potential customers.

We also intend to leverage customer referrals, which in the past have been a source of new business.

We believe that the reputation we have developed with our current customers represents an important part of our marketing effort.

have a digital market channel and a social media presence.

Also, we are actively conducting market research to determine the viability

of our new products and new patents.

We have increased our marketing budget and formed a professional sales team to increase our online

marketing, which we believe can help us grow our revenue.

and Product Development/Innovations

are a building technology company that is dedicated to research and product development innovation.

Our scientists and engineers are

committed to developing sturdier steel studs, tracks, headers, and other components, resulting in superior strength while maintaining

the lowest costs possible.

Our cold-formed roller machine is acquired from an original equipment manufacturer with certain modifications

to the standard version of the machine that are unique and proprietary to INNO.

When we refer to our “proprietary” cold-formed

roller machines, we are referring to the modified machine with the intellectual property and process techniques we have developed.

uses CAD (Computer Aided Design) technology to arrive at the most accurate, comprehensive and information-rich design model within its

parameters with the utilization of Vertex to ensure each member is produced to the exact specifications of called for in the design.

The digital model of the project includes all functional systems and aesthetics, such as electrical wiring, air conditioning, doors,

windows etc., as well as geometric features.

It is a shared multi-disciplinary resource allowing all those working on a project to share

information and working processes in order to achieve maximum efficiency and effectiveness, thus reducing all phases — design,

pre-construction and construction — of the construction timeline.

The platform gives us open communication, true collaboration,

and aligned understanding.

Taken all together, INNO has created a full BIM solution that works together to inform our state of the art

light-gauge roll forming machines the instructions to automatically produce each steel framing member to exact specification.

have continued making improvements to our cold-formed roller machines to optimally increase the printing speed.

We are actively working

on a list of 100 potential patentable products.

Our goal is to commercialize patents and technologies that we own.

example, the CFS portal frame system invented by us could replace current shear wall systems to provide adequate lateral resistance against

strong winds and severe earthquakes.

The standard lateral force resisting systems in light frame cold-formed steel building are shear

walls either sheathed by structural panels such as OSB, Plywood, and steel sheets or braced by steel straps.

These systems require a

large amount interior walls to be load bearing walls which limits flexibility for room layout and may not support large openings for

windows and doors.

The steel portal frame system is a novel long span framing system to replace the traditional hot-rolled structural

The new technologies in the portal frame system include optimized stiffened holes on cold-formed steel frame members to

increase structural stability and span capacity and special moment joint technology using adhesive and rivet connections which enable

superior energy dissipation capacity and fast fabrication.

new CFS moment frame does not require any interior shear walls for the Castor Cube, our modular home product.

It will allow the Cube

to have various room layouts.

The homeowners will also be able to change the room layout in the future.

The new CFS moment frame can

also be used for long-span residential and mid-rise commercial buildings.

The new technology should improve the structural integrity

of building structures, increase the lateral resistance, and lower the overall costs.

innovation, the cold-formed steel truss system, utilizes a strong axis of cold-formed steel stud members for both chords and webs which

allow longer spans and lighter weight than the conventional type trusses.

The steel truss system has wide applications in storage and

education buildings.

believe the steel truss system and steel portal framing system will also allow INNO to enter the high-rise commercial and large span

industrial building markets (Type I and Type II buildings) and deliver more competitive and cost-effective building structures than the

traditional structural steel frame and concrete masonry systems.

aluminum panel is a metal composite panel product series developed in combination with the composite honeycomb panel technology developed

by the aviation industry.

The panel is a box-type structure with surrounding edges, which has good airtightness and improves the safety

and service life of the panel.

The product adopts a “honeycomb sandwich” structure, that is, a composite plate made of high-strength

alloy aluminum plate coated with a decorative coating with excellent weather resistance as the surface, bottom plate and aluminum honeycomb

core through high temperature and high pressure.

This product series has the advantages of excellent material selection, advanced technology,

and reasonable structure.

It not only has excellent performance in large scale and flatness, but also has many choices in terms of shape,

surface treatment, color and installation system.

This advanced technology enables the Company to manufacture high-strength and light-weight

wall panel products.

These siding products have very flat surfaces and tightly controlled seam widths, which allow architects to design

very straight and beautiful walls with large panels.

Except for certain technical restrictions, there is no standard size for honeycomb

aluminum panels, and all wall panels are factory-made according to design drawings.

Our production method allows the panels to be highly

flexible in size and shape, such as curved panels and folded panels.

This flexibility creates a complete and multi-functional highly

competitive wall panel system that can be installed on almost any joist and are extremely simple to install.

revenue model currently consists of sales of the following:

studs and tracks;

Prefabricated

wall panels and trusses;

framing work on site;

Apartment product.

studs and tracks

supply metal studs from 12GA to 24GA depending on the structure engineering requirements and city building codes.

The model for selling

cold-formed steel studs and tracks is wholesale because it is business-to-business.

Given the specific nature of our products, we do

not sell retail.

Unlike traditional metal stud suppliers, whose products are “made to stock” with no consideration for engineer

design, our metal studs are typically made-to-order and customized for each project.

Prefabricated

wall panels and trusses

Prefabricated

wall panels and trusses are another option for customers.

With these products, the customer can either choose to assemble the panels

themselves or include this prefab service in their contract with us.

Most customers typically choose prefab service because of our skilled

team given that most wood framers are not familiar with steel framing.

also has standardized modular wall products which could be used for all residential and commercial buildings.

We design modular walls

in 20 specifications to cover different building requirements.

Modular walls are “made to stock” products and participate

in both business-to-business and business-to-customer model channels.

framing work on site

structure installation on site is also an optional service.

Depending on the project size and scope, we will provide on-site installation

service if customers requested.

With our full turnkey solution, all elements of the project construction are included, not just the cold-formed

This may include cabinetry and other items.

In cases where the customer simply wants the framing, we bring our expertise in working

with steel to that portion of the project.

We are in the process of reducing our on-site work offerings.

engineering services provide stamped and sealed structure design services by our in-house engineer team.

Because of the specific nature

of our services, the rates vary case by case depending on the square footage and project complexity.

Our engineer team will collaborate

with customer’s architect, civil engineers, and MEP engineers to make sure the final structure design is city approved.

the metal stud production, our engineer team also generates the shop drawings which is a digital file and readable by our intelligent

We also have another option where the customer may outsource the engineer service and contact INNO for metal stud production,

where we do not provide continuous services until the design is city approved.

February 2024, we formed Inno AI Tech Corp., which specializes in research and consulting services.

In 2024, we successfully supported

a client in establishing a steel technology company.

The services included incorporation assistance, comprehensive training programs,

in-depth market research, and strategic business development guidance.

This engagement generated consulting revenue of $205,000.

revenue from the consulting service is recognized upon the described services be provided to customers.

may sell or lease our machines.

We provide technical and design support at relatively low costs, including industry compliance license

and permits, as well as shop drawings and structural design.

We also offer administration, operation, and management consulting support,

including directing and assisting factory set-up, operation procedures, equipment installation, machine maintenance, repairs, and efficiency

The training for such operations and installations are also provided.

We will recommend, select, and advise pricings for

material suppliers and other vendors.

Apartment Product

flagship product within this series is Village 101, a smart senior living apartment comprising 155 units with a floor area of 110,000

The architectural plan package for Village 101 is complete and ready for implementation.

The project is currently pending

Village 101 serves as a prototype building tech community, showcasing our innovative approach to senior living.

pipeline includes various apartment product options with different unit sizes, ranging from 15 to 150 units.

These products are under

active research and development, with the aim of creating replicable housing complexes across the United States.

By leveraging our expertise

in building technology and innovative design, we target to provide scalable and high-quality housing solutions that meet the evolving

needs of residents including but not limited to senior citizen, college students and Gen Z etc.

our revenue model, we anticipate generating sustainable income by catering to the demand for replicable apartment products.

our product line and continually advancing our research and development efforts, we aim to capture a significant market share in the

housing industry while delivering superior value to our clients.

of Sales primarily consist below components.

— Rolled steel represents the single largest cost.

We manage our relationship with suppliers (primarily US Steel) very adroitly

by building in purchase orders and their associated costs to the customer to minimize our exposure to changes in steel prices for

any specific project.

We manage our purchases and deliveries as close to “just in time” as possible.

— Labor is potentially the most variable component of cost of sales.

We have a team of hourly workers who largely work onsite

at the factory producing parts from raw steel and assembling them into prefabricated pieces to be delivered to job sites.

are non-employee hourly workers who largely work in our turnkey projects.

As-needed hourly labor is largely available in our markets.

and Shipping — Our policy is to include any freight incurred to ship the product from our vendors to warehouses as a part of

cost of goods sold.

Outbound freight costs related to shipping costs to customers are considered periodic costs and are reflected

in selling expenses.

expenses are typically comprised of payroll of salaried and hourly workers.

We pride ourselves on running lean and efficiently.

in a business-friendly state with a large and available workforce.

Rent, utilities, insurance, consulting service and other normal expenses

are all competitive in the commercial area where we are based.

Growth Strategy

seek to leverage the trend toward off-site and modular building techniques to increase productivity, reduce errors on-site, and decrease

With both Castor Cube and Mobile Factory as our featured products in the coming years, we seek to become leaders in the industry.

As the market continues to move toward panelized construction, we seek to have an edge in the industry as a large-scale pioneer of the

overall cost-reducing process.

business growth strategy combines the following three parts:

revenue growth strategy, profit growth strategy and technology growth strategy.

Growth Strategy

revenue growth strategy is composed of the following.

expansion and in-house research and development.

We are expanding factory operations and manufacturing capabilities in line with

We are also investing in R&D to ensure a pipeline of competitive and innovative building-technology products.

products and services.

We are in the process of developing the Castor Cube, a 743-square-foot modular house product with the goal

of mass producing.

We are also working on developing Village 101, a smart senior living apartment comprising 155 units with a floor area

of 110,000 square feet.

The architectural plan package for Village 101 is complete and awaits permits approval for implementation.

expanded our business to include consulting services offered by our new entity-AI Tech Corp.

We are in the process of optimizing our online sales and marketing efforts by recruiting marketing talent and engaging

consultants for marketing and promotional events.

Acquisitions and investments.

In accordance with our growth strategy, our company intends to pursue vertical integration by acquiring

or investing several companies operating within the construction industry in the United States.

The objective of this vertical integration

is to strengthen our position as a prominent building-technology developer and expand our capabilities within the market.

We will position

ourselves to offer a comprehensive range of solutions encompassing the entire building.

The expanded scope of our offerings includes

prefab structure systems, centralized MEP (mechanical, electrical, plumbing) systems, integrated wall systems, integrated floor systems,

roofing systems, and prefab cabinets, sinks, and countertops.

This integration allows us to deliver a single-cycle turnkey solution,

streamlining the traditional linear process employed by traditional developers.

To fortify our supply chain and augment our capabilities,

we will consider the strategic acquisition or investment of construction vendors/suppliers.

Our marketing channels include creating and implementing ad campaigns, and

word of mouth.

Also, we are actively conducting market research to determine the viability of our new products and new patents.

increased our marketing budget and formed a professional sales team to increase our online marketing, which we believe can help us grow

the product portfolio

built a solid business model of recycling and reselling smartphones and tablets.

With the experience and capital gained over the years,

we plan to further diversify our product portfolio by participating in laptops, such as MacBook, and other accessories, such as smartwatches

and headphones.

into strategic overseas markets

Company expects the recycled consumer electronic devices market to experience robust growth in Southeast and Middle Asia in the near

To shorten the supply chain and better interact with the clients located in these strategic markets, the Company intends to set

up offices in Singapore, Malaysia, Dubai and other areas in Southeast and Middle Asia in the next five years.

We expect this strategic

move to help increase its revenues and market presence.

the wholesale business and develop a B2B Marketplace Platform

plan to further expand our wholesale customer base in recycled consumer electronic devices.

The Company is now in process of developing

a Business to Business (“B2B”) marketplace platform that will facilitate manufacturers and distributors as suppliers to sell

direct to business buyers as wholesalers.

This marketplace platform, empowered by cloud computing, big data, and high-frequency matchmaking

technology, will provide sellers with marketplace technology to enhance and grow their business while offering buyers access to an exclusive

collection of top brands at or below wholesale prices.

The platform is expected to supplement the Company’s traditional business

model of individual negotiations and attract potential customers.

We expect to obtain more customers and suppliers through this marketplace

acquisitions for horizonal and vertical integration

accordance with our growth strategy, the Company intends to pursue horizonal and vertical integration by acquiring companies operating

within the industry of recycled consumer electronic devices.

The objective of this horizonal and vertical integration is to strengthen

and expand our capabilities within the market.

We will position ourselves to offer a comprehensive range of solutions encompassing the

entire value chain of recycled consumer electronic devices.

fortify our supply chain and augment our capabilities, we will consider the strategic acquisition of distributors/wholesalers with the

proceeds from our equity and/or debt financing activities to pursue potential acquisitions.

The targeted companies would include the

ones that enjoy the popularities in the industry, including but not limited to the companies that can supply the interior finish, exterior

wall panels, insulation materials and roof system etc.

By incorporating the targeted companies into our operations, we will establish

a comprehensive one-stop-shop solution for the multi-family apartments, thereby further solidifying our market position and value proposition.

Consistent with our growth strategy, we are firmly committed to implementing a robust product life cycle management approach, encompassing

all stages from procurement to delivery.

Through our pursuit of vertical integration and strategic acquisitions, we are poised for substantial

growth to assume a leadership role within the market.

By expanding our product offerings, strengthening our supply chain, and cultivating

key partnerships, we are well-positioned to provide comprehensive building solutions that effectively meet the evolving needs of our

clients while concurrently driving revenue growth and delivering enhanced shareholder value.

Growth Strategy

profit growth strategy is composed of the following.

assembly automation.

We plan to source and develop production robots and to expand automation where possible, to further increase

our production efficiency.

transportation costs by utilizing Mobile Factory.

Our Mobile Factory is equipped with our proprietary machines and can be transported

to any jobsite.

Mobile Factory utilizes Inno Statlink Data System which is ideal for remote production management.

Mobile Factory saves

significant transportation costs and as such, our goal is to increase the use of Mobile Factory.

artificial intelligence design capabilities.

We intend to optimize the artificial intelligence design capabilities by utilizing machine

learning to get the wisest structure supporting data and running several models for all types of walls.

The model we tested could reduce

the raw materials used in different projects.

Growth Strategy

technology growth strategy is composed of the following.

EQ products to replace existing building materials with thinner and lighter products.

We are developing technology in an effort to

replace existing building materials with thinner materials.

Once this technology matures, it is expected to save approximately 10% in

raw materials.

stainless steel as a building material for the high-end building market.

We are developing technology to replace the current galvanized

steel sheets with stainless steel.

The new patent pending material could be used in extreme climate conditions for high-end customers.

module wall technology to increase the range of applications.

We are in the process of developing different types of module wall

products to expand our customer reach.

have partnerships with at least 10 regional and national developers and builders.

INNO’s customers include national real-estate

developers and some local builders in both Texas and California.

The regional/national developers and builders have a strong pipeline

of projects coming each year.

Their project types cover residential, commercial, and industrial.

They either intend to use steel framing

for structure or to develop land with Castor Cube and Village 101 projects, as their strategic partners, INNO will provide customized

offer and have higher probability to bid and win projects.

The cold-formed steel framing business is categorized as business-to-business

model, and the Castor Cube as well as Village 101 projects will be either to business or to customers.

Cold-Formed Steel

primary competitors (or segment with which we are most often compared) are traditional lumber-based building products solutions in certain

categories, particularly buildings below six floors and residential.

The accessibility and proficiency in assembling lumber-based structures

can make practitioners in the construction industry unwilling to move out of the wood framing comfort zone.

Further, lumber prices were

generally lower than the price of metal studs.

The switch to cold-formed Steel is being driven by materials price and several market-based

advantages of steel.

Steel is strong, safe, durable, versatile, and cost-effective.

Steel has the exceptional environmental advantage

of being highly recycled and infinitely recyclable.

Steel is tough and does not rot, spawl, split, or absorb moisture, and it is resistant

to pests, unlike wood building materials.

Benefits of Steel Framing

has the highest strength-to-weight ratio of any framing material.

Non-combustible.

Steel will not contribute fuel to the spread of fire.

is termite and rodent resistant.

ensures dimensional stability.

Will not rot, warp, crack or shrink.

builder’s risk insurance.

straight walls.

No call backs for nail pops.

toxicity contribution.

Free of resins, adhesives, and chemicals normally present in other framing material.

material quality.

No regional variation.

against electrical storms.

is inorganic.

Unlike traditional framing products, steel is not vulnerable to mold.

is the most recycled product in the world.

Optimum sustainability.

SFIA has conducted studies of construction costs in two different locations using two identical buildings — one designed with wood

and the other with cold-formed steel (CFS) framing.

The mixed-use, 49,900 square foot building used in the studies is representative

of many residential buildings constructed in the mid-rise market today and includes:

first floor non-combustible (concrete) podium with parking and retail space

dwellings on levels 2-5

Roof-top/penthouse

space atop level 5 housing building services.

first location for the study was a building constructed in Chicago in late 2017.

Results include hard construction costs only.

case, cold-formed steel cost 2.6% more than traditional wood construction.

second location was in Morristown, New Jersey.

It takes a deeper look at costs by including the impact of lower insurance premiums available

for CFS construction compared to combustible framing (wood).

The insurance costs from major insurers operating in New Jersey were converted

to a cost per square foot and evaluated in terms of their impact on the overall building costs.

In this case, cold-formed steel cost

0.9% more than traditional wood construction.

two case studies mentioned above are taken from the official SFIA website.

We believe INNO’s product cost is less than that of

the preceding case studies, with the overall cost less than that of traditional wood.

Participating in Cold-formed Steel

second category of competitors are divided into two groups:

traditional manufacturers of metal studs and suppliers of cold-roller machines.

Traditional manufacturers, such as Clark Dietrich and CEMCO, pre-punch their metal studs with punchouts at regular intervals for pipe

installation, but the number of punchouts is fixed and not customized for each project.

INNO employs proprietary software to calculate

the minimum punchouts for MEP pipe installation that are consistent with the architectural plan set to ensure the structure’s load-bearing

capability to the greatest extent possible.

The load-bearing capability gradually decreases as the number of punchouts increases.

steel framing manufacturers are unable to automatically make punchouts for screw holes, so manual drilling holes at the jobsite for metal

stud connections are still required.

The screw holes are precisely located and punched by the INNO CNC machines.

hole punchouts are left for panel assembly, and the stud spacing should be building code compliant.

The number of screw holes for each

panel is calculated systematically, and the screws are included in the product package.

We prefabricate the wall panels, joists, and

trusses in the factory, eliminating the need for on-site manual labor to measure stud intervals and drill holes for metal stud connection.

These two traditional metal studs profile manufacturers have a nationwide retail network that we cannot compete with.

We are using the

Internet to increase the marginal effect of sales, and our future strategy is to use Internet sales to undermine traditional store-based

the cold-formed roller machine market, FRAMECAD is a traditional LGS/CFS machine manufacturer.

When compared to their LGS equipment,

INNO CNC machines manufacturing cost is approximately 50% less, based on our estimates.

INNO CNC machines currently have three pending

patents, the CUBE 200 (Application number:

63437142), CUBE 300 (Application number:

63427583) and NEW OPTIMIZED DESIGN FOR ROLL FORMER

CNC MACHINE (Application number:

CUBE 200 is able to form C& U type studs and tracks in the thickness of 16 gauge and

6 inches width studs.

CUBE 300 is able to form C&U type studs in the thickness of 12 gauge and 12 inches width studs.

addition, mobile factories are an important countermeasure to traditional equipment.

We have developed a mobile factory for offsite production

of steel pieces and structures that compete in the traditional prefab and modular building markets.

INNO differentiates itself from other

steel framing companies and cold-formed roller machine suppliers by integrating services ranging from metal stud manufacturing to prefabrication.

In this context, we distinguish ourselves through the technologies and innovations we bring to our process and methods for producing

structural components from rolled steel into useful pieces that assemble without error.

“Printing” Technology

3D printing technology is widely used for prefab homes;

however, cooling time is required for formation because the technical principle

is to melt the material and then wait for it to cool before settling.

In contrast to other prefab home companies, which use 3D printing

technology, INNO uses our own cold-formed steel technology to ensure that there is no waiting time for structure formation.

necessitates the use of unique liquid raw materials such as LAVACRETE and Light Stone Material (LSM), neither of which are easily accessible.

This could lead to supply chain disruptions and affect delivery time.

Furthermore, steel is still commonly used to support the structure

of prefab homes, regardless of the manufacturing technology used.

is an important factor to consider when choosing a prefab home.

Since INNO’s CASTOR CUBE uses steel structure entirely, which has

a high strength to weight ratio and good performance to resist disasters such as hurricanes and earthquakes.

The foldable prefab home

product manufactured by other company may not have the same level of disaster resistance as CASTOR CUBE.

Cube plans to apply a patent for its utility hook-up system, which enables consumers to connect utility within one day.

This is a unique

feature that can make the process of setting up a prefab home more convenient for consumers.

It is also worth noting that according to

other prefab companies’ product introduction videos and their social media platforms, they all take around 48 hours to construct

a 350 square feet prefab home.

the usage of INNO’s patent pending honeycomb aluminum panels and Z-shaped pendant designed for replacing manual sheetrock installation,

we can significantly reduce the number of manufacturing steps and minimize manual labor.

INNO is planning to set up an automatic streamline

to produce CASTOR CUBE.

This will bring a significant increase in production capacity and it can help INNO to meet the growing demand

for prefab homes more efficiently.

codes are laws that set minimum requirements for how structural systems, plumbing, heating, ventilation and air conditioning, natural

gas systems and other aspects of residential and commercial buildings should be designed and constructed.

In the U.S., building codes

mostly fall under the purview of state and local governments.

All metal studs used for building structures are required to pass inspections

in the jurisdiction they are located.

We have ICC-ES evaluation reports (ESR-4641) that show that our cold-formed steel-framing members

are compliant with the 2018 and 2015 International Building Code (“IBC”), 2019 California Building Code (“CBC”),

and 2020 Florida Building Code (“FBC”).

Because of the nature and use of our products, we need to be compliant with quality

assurance programs.

safety is one critical area of the building codes.

As fire codes become stricter in some geographical areas or specific types of structures,

our cold-formed steel materials are inherently non-combustible and therefore are advantaged over combustible alternatives.

Environmental

are subject to U.S federal, state, and local environmental laws and regulations that involve the use, disposal and cleanup of substances

regulated by those laws and subject to periodic inspections to monitor our compliance.

We believe that we are currently in compliance

with applicable environmental regulations.

Expenditures for environmental compliance purposes during 2024 and 2023 were not material.

were given awards by the U.S.

Green Building Council (“USGBC”) in 2020.

Our manufacturing processes minimizes waste, prevents

pollution, and recycles wherever possible.

Our manufacturing process manufactures special length products for all types of projects,

has self-contained building system solutions that do not rely on third-party suppliers, and designs products to fulfill the BCA Energy

Efficiency program.

This compliance proves that we are a green company that meets basic environmental milestones and legal requirements.

Health and Safety Laws

business and operations are subject to numerous federal, state, and local laws and regulations intended to protect our employees.

to the nature of manufacturing, we are subject to substantial regulations related to safety in the workplace.

In addition to the requirements

of local and state governments in Texas, we must comply with federal health and safety regulations, the most significant of which are

enforced by the Occupational Safety and Health Administration.

our operations and facilities are subject to additional federal, state, or local laws or regulations, such as the COVID-19 safety and

prevention regulations.

Our operations are also subject to federal, state, and local labor laws relating to employee privacy, wage and

hour matters, overtime pay, discrimination and harassment, equal opportunity and employee leave and benefits.

is our policy and practice to comply with all legal and regulatory requirements and our procedures and internal controls are designed

to promote such compliance.

Expenditures for compliance with occupational health and safety laws and regulations during 2024 and 2023

were not material.

ones that enjoy the popularities in the industry, including but not limited to the companies that have already built stable sales connection

to whole and retail customers in regions that we currently do not reach to, such as North and South America.

The Company may also consider

the strategic acquisition of its competitors within the industry in order to strengthen its capabilities of inspection, testing and refurbishment

as well as pricing.

additional employees

plan to employ additional personnel to meet the Company’s growth needs.

Our hiring plan includes the recruitment of marketing personnel

to build and improve our brand recognition, the sales personnels to meet and satisfy the increased wholesale demands from our existing

and new customers, and also a financial and accounting team to strengthen our financial control system.

business infrastructures

Company plans to upgrade its business infrastructure to better prepare for its future growth, including the inventory management and

information system.

In order to improve our dynamic inventory management, we plan to upgrade the inventory management system so that

the Company’s inventories of recycled consumer electronic devices can be maintained at a more efficient and flexible level.

addition, the Company may develop a proprietary device testing software to further facilitate the inspection and testing process of purchased

recycled consumer electronic devices.

With the updated infrastructures, we expect to increase the efficiency and data security in our

business operations.

experience a moderate level of seasonality in our business primarily as a result of new product launches by consumer electronic devices

manufacturers and promotional campaigns by e-commerce platforms.

New product launches by major cell phone brands such as Apple each year

also boost our customer traffic and purchase orders.

All of these activities can affect our results for those quarters.

The seasonality

in our business also results from major promotions and holidays such as Black Friday, Cyber Monday, and Christmas Holiday.

historical seasonality of our business has been relatively moderate.

Our financial condition and results of operations for future periods

may continue to fluctuate.

Dealers License (unrestricted)

operating subsidiaries Lear Group Limited and Baymax High Technology Co., Limited have obtained the Radio Dealers License (Unrestricted),

the document required to conduct the trade or business in apparatus or material for radio-communications or any components part thereof,

including the performing of repairs and refurbishment, and the import and export of radio-communications transmitting apparatus.

current term of the License of Lear Group Limited and Baymax High Technology Co., Limited will expire on September 30, 2025 and December

31, 2025, respectively.

We will comply with the requirements and keep the license valid.

recycled consumer electronic wholesale industry in Hong Kong is competitive and relatively fragmented, with approximately 1,000 wholesalers

engaged in sourcing, grading, refurbishing and resale of pre-owned consumer electronic devices.

The major competitors of the Company

include the following:

Ltd., founded

in 2020, is primarily engaged in the international wholesaling and trading of cellphones and other consumer electronic devices in

various grades, including brand new, nearly new, and average grading.

Suppliers of Guang Yi Co.

include telecommunication companies

and over 100 other vendors.

In addition, the Guang Yi Co.

has built a global buy-back network to recycle pre-owned cellphones

through a B2C channel.

Brightway Trading Co.,

established in 2013, is focusing on the submarket of cell phones returned by customers.

Brightway Trading Co.

sources cellphones

of all conditions from Europe, the U.K., the U.S.

CommNet Telecom Limited,

a Hong Kong based consumer electronic devices recycling firm that started its business in 2004, specializes in the import and export

of brand new and used cell phones.

The majority of CommNet Telecom Limited’s suppliers are located in the U.S.

we conduct business in Hong Kong through our wholly-owned subsidiaries, our business operations are subject to various regulations and

rules promulgated by the Hong Kong government.

The following is a brief summary of the Hong Kong laws and regulations that currently

and materially affect our business.

This section does not purport to be a comprehensive summary of all present and proposed regulations

and legislation relating to the industries in which we operate.

Kong Laws and Regulations Relating to Trade Descriptions

Descriptions Ordinance (Chapter 362 of the Laws of Hong Kong) (the “TDO”), which came into full effect in Hong Kong on April

1, 1981, aims to prohibit false or misleading trade description and statements to goods and services provided to the customers during

or after a commercial transaction.

Pursuant to the TDO, any person in the course of any trade or business applies a false trade description

to any goods or supply or offers to supply them commits an offence and a person also commits the same offence if he/she is in possession

for sale or for any purpose of trade or manufacture of any goods with a false description.

The TDO also provides that traders may commit

an offence if they engage in a commercial practice that has a misleading omission of material information of the goods, an aggressive

commercial practice, involves bait advertising, bait and switch or wrong acceptance of payment.

It is also an offence for any person

to have in his possession for sale or for any purpose of trade or manufacture any goods to which a false trade description is applied.

To amount to a false trade description, the falsity of the trade descriptions has to be to a material degree.

Trivial errors or discrepancies

in trade descriptions would not constitute an offence.

What constitutes a material degree will vary with the facts.

Contravention

of the prohibitions in the TDO is an offence, with a maximum penalty of up to HK$500,000 and five years’ imprisonment.

the TDO also provides regulators with the ability to accept (and publish) written undertakings from businesses and individuals not to

continue, repeat or engage in unfair trade practices in return of which regulator will not commence or continue investigations or proceedings

relating to that matter.

Regulators will also be empowered to seek an injunction against businesses and persons engaging in unfair trade

practices or who have breached an undertaking.

Kong Laws and Regulations Relating to Sale of Goods

to Sale of Goods Ordinance (Chapter 26 of the Laws of Hong Kong) (the “SOGO”), which came into full effect in Hong Kong on

August 1, 1896, in every contract of sale, there is an implied warranty that the goods are free, and will remain free until the time

when the property is to pass, from any charge or encumbrance not disclosed or known to the buyer before the contract is made and that

the buyer will enjoy quiet possession of the goods except so far as it may be disturbed by the owner or other person entitled to the

benefit of any charge or encumbrance so disclosed or known.

The SOGO provides that there is an implied condition that the goods shall

correspond with the description where there is a contract for the sale of goods by description, and there is any implied condition or

warranty as to the quality or fitness for any particular purpose of goods supplied under a contract of sale.

Where the seller sells goods

in the course of a business, there is an implied condition that the goods supplied under the contract are of merchantable quality, except

that there is no such condition (i) as regards defects specifically drawn to the buyer’s attention before the contract is made;

or (ii) if the buyer examines the goods before the contract is made, as regards defects which that examination ought to reveal;

if the contract is a contract for sale by sample, as regards defects which would have been apparent on a reasonable examination of the

Where there is a contract for sale by sample, there are implied conditions that (i) the bulk shall correspond with the sample

in quality, (ii) the buyer shall have a reasonable opportunity of comparing the bulk with the sample, and (iii) the goods shall be free

from any defect, rendering them unmerchantable, which would not be apparent on reasonable examination of the sample.

Under SOGO, where

any right, duty or liability would arise under a contract of sale of goods by implication of law, it may (subject to the Control of Exemption

Clauses Ordinance (Chapter 71 of the Laws of Hong Kong)) be negatived or varied by express agreement, or by the course of dealing between

the parties, or by usage if the usage is such as to bind both parties to the contract.

Telecommunications

Ordinance (Chapter 106 of the Laws of Hong Kong) (the ‘‘TO’’)

the TO, a license, namely Radio Dealers License (Unrestricted), is required for dealing in the course of trade or business in apparatus

or material for radio communications or in any component part of any such apparatus or in apparatus of any kind that generates and emits

radio waves whether or not the apparatus is intended, or capable of being used, for radio communications.

However, the above requirement

does not apply to licensed exempted radio communications apparatus (e.g., mobile phones, short-range walkie-talkies, cordless phones)

meeting prescribed specifications.

Under the Radio Dealers License (Unrestricted), the licensee is permitted to deal in radio communications

apparatus pursuant to section 9 of the TO.

A Radio Dealers License (Unrestricted) is generally valid for a period of 12 months, and is

renewable on payment of the prescribed fee, at the discretion of Office of the Communications Authority (“OFCA”).

operating subsidiaries Lear Group Limited and Baymax High Technology Co., Limited are licensees of the Radio Dealers Licenses (Unrestricted).

The material licensing conditions are:

(a) to store the licensed apparatus at a specified address, (b) to display the license at the

licensed premises, (c) to keep and maintain complete and accurate registers for the last twelve months, of the licensed apparatus and

of the licensee’s dealings and transactions therewith, except those apparatus which have been exempted, (d) not to deal locally

in radio apparatus which is not of a type approved by the Communications Authority or not licensable in Hong Kong;

and to only deliver

radio apparatus to a customer if (i) they have been exempted by statute, (ii) the customer is not a tourist and is licensed to possess

or use the apparatus, or (iii) the customer is a tourist who intends to export the apparatus after purchase.

Dealers Licenses have different dates of grant and are valid for a period of 12 months.

Lear Group Limited’s and Baymax High Technology

Co., Limited’s radio dealers license will expire on September 30, 2026 and December 31, 2025, respectively, and will be renewed

upon expiry (subject to the discretion of OFCA).

We will renew the Radio Dealers Licenses in accordance with the Telecommunications Regulations

(Chapter 106A of the Laws of Hong Kong) by paying the required renewal fee to OFCA.

We are not aware of any legal impediment to renew

the Radio Dealers Licenses subject to the conditions below:

(I) We have to pay to OFCA the required renewal fee as may from time to time

be determined and required by OFCA on or before the respective date of expiry of the Radio Dealers Licenses;

and (II) We have to comply

with the “General Conditions to be observed by Licensee of Radio Dealers License (Unrestricted)” and the “Conditions”

set out in the Radio Dealers Licenses.

Goods Safety Ordinance (Chapter 456 of the Laws of Hong Kong) (the “CGSO”) and Consumer Goods Safety Regulation (Chapter

456A of the Laws of Hong Kong) (the “CGSR”)

CGSO is enacted to impose a duty on manufacturers, importers and suppliers of certain consumer goods to ensure that the consumer goods

they supply are safe.

Electrical products and any other goods the safety of which is controlled by specific legislation are not covered

CGSO prohibits a person from supplying, manufacturing, or importing into Hong Kong consumer goods unless the consumer goods comply with

the general safety requirement or an approved standard for consumer goods.

Currently there is no approved standard which has been approved

in any regulation to the CGSO.

Contravention with the above requirement is an offence and the offender is liable on first conviction

to a fine at HK$100,000 and to imprisonment for one year, and on subsequent conviction to a fine of HK$500,000 and to imprisonment for

is a defense to the above offence if the commission of the offence was due to (a) the act or default of another person or reliance on

information given by another, and (b) that it was reasonable in all the circumstances for him to have relied on the information, having

regard in particular (i) to the steps which he took, and those which might reasonably have been taken, for the purpose of verifying the

and (ii) to whether he had any reason to disbelieve the information.

A court may take into consideration the existence of

a certificate from an approved laboratory showing that the samples of consumer goods which are the subject of the prosecution had been

tested before being sold and had complied with the safety standard or safety specification set out in the certificate.

CGSR requires any warning or caution affixed on any consumer goods or their packages to be in both the English and the Chinese languages.

The warning or caution shall be legible and be placed in a conspicuous position on (a) the consumer goods;

(b) any package of the consumer

or (d) a document enclosed in the package.

Any person who supplies consumer goods

which do not comply with the above requirements commits an offence and is liable (a) on first conviction to a fine at HK$100,000 and

to imprisonment for one year;

and (b) on subsequent conviction to a fine of HK$500,000 and to imprisonment for two years.

Kong Laws and Regulations Relating to Intellectual Properties Rights

Marks Ordinance (Chapter 559 of the Laws of Hong Kong) (“TMO”), which came into full effect in Hong Kong on April 4,

2003 provides the framework for the Hong Kong’s system of registration of trademarks and sets out the rights attached to a registered

trade mark, including logo and a brand name.

The TMO restricts unauthorized use of a sign which is identical or similar to the registered

mark for identical and/or similar goods and/or services for which the mark was registered, where such use is likely to cause confusion

on the part of the public.

The TMO provides that a person may also commit a criminal offence if that person fraudulently uses a trademark,

including selling and importing goods bearing a forged trade mar, or possessing or using equipment for the purpose of forging a trademark.

However, pursuant to section 20 of the TMO, a registered trade mark is not infringed by the use of trade mark in relation to goods which

have been put on the market anywhere in the world under that trade mark by the owner or with his consent (whether express or implied

or conditional or unconditional), unless the condition of the goods has been changed or impaired after they have been put on the market,

and the use of the registered trade mark in relation to those goods is detrimental to the distinctive character or repute of the trade

Ordinance (Chapter 514 of the Laws of Hong Kong), which came into full effect in Hong Kong on June 27, 1997 provides the framework

for “re-registration” system of Chinese, UK and European patents in Hong Kong.

Pursuant to Patents (Amendment) Ordinance

2016, which came into full effect in Hong Kong on December 19, 2019 provide a new framework for a new patent system — an “original

grant patent” system, running in parallel with the “re-registration” system.

Ordinance (Chapter 528 of the Laws of Hong Kong) (“CO”), which came into full effect in Hong Kong on June 27, 1997 provides

comprehensive protection for recognized categories of underlying works such as literary, dramatic, musical and artistic works.

restricts unauthorized acts such as copying and/or making available copies to the public of a copy right work.

The CO provides that a

person commits an offence if he, without the license of the copyright owner of a copyright work imports an infringing copy of the work

into Hong Kong, at any time within 15 months beginning on the first day of publication of the work in Hong Kong or elsewhere, otherwise

than for his private and domestic use.

Capital Resources

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We also work with local, regional, and state-wide agencies to facilitate workforce hiring and development

We had four and 11 full-time employees as of September 30, 2024 and 2023, respectively.

We also utilize at-will contractors

in our business.

As of September 30, 2024 and 2023, we had 11 and 18 at-will contractors employed, respectively.

For the year ended September

30, 2024, the Company also engaged three consultants conducting marketing activities and promotional events.

Property Matters

we have no registered intellectual property rights and trademarks.

The trademarks application status of our name and other marketing

materials is pending.

There are currently five pending patent applications and descriptions of each pending patent are as follows:

optimized design for Roll Former CNC machine that efficiently produces C&U type studs and tracks to be used in building high

quality, quick erection structures.

(Application number:

200, which is a new optimized design for a Roll Former CNC machine that efficiently produces C&U type studs and tracks to be

used in building high quality, quick erection structures.

(Application number:

pendant for castor exterior wall to replace the Z-shaped pendant for sheetrock with honeycomb aluminum plate.

(Application number:

300, which is a new optimized design for a Roll Former CNC machine that efficiently produces C&U type studs and tracks to be

used in building high quality, quick erection structures.

(Application number:

honeycomb plate for interior wall construction.

(Application number:

the course of our business, we develop expertise in the manufacturing process.

Although we have non-disclosure policies in place with

respect to our personnel and in our contractual relationships, we cannot assure you that we will be able to protect our intellectual

property rights with respect to this expertise.

We had five and four full-time employees as of September 30, 2025 and 2024, respectively.

Company, INNO HOLDINGS INC., was incorporated in Texas on September 8, 2021.

1 unchanged sentence

(“IMSC”), Castor Building Tech LLC (“CBT”), and Inno Research Institute LLC (“IRI”).

January 21, 2024, the Company established Inno Disrupts Inc., a wholly owned subsidiary in Texas.

The purpose of Inno Disrupts Inc.

to remodel buildings using the Company’s framing steel products, enhance producing and marketing capabilities, manage the designated

buildings in US, and other activities.

January 21, 2024, the Company established Inno Disrupts Inc.

(“Disrupts”), a wholly owned subsidiary in Texas.

of Inno Disrupts Inc.

is to remodel buildings using the Company’s framing steel products, enhance producing and marketing capabilities,

manage the designated buildings in US, and other activities.

January 27, 2024, the Company and the minority shareholder of IRI agreed to dissolve IRI, a subsidiary of IMSC with 65% ownership.

R&D activities previously carried out by IRI will be transferred to the new subsidiary, Inno AI Tech Corp.

February 11, 2024, the Company formed Inno AI Tech Corp., a wholly owned entity in Texas to conduct AI tech research and consulting activities.

is the corporate structure of the Company as of December 6, 2024:

principal executive office is located at 2465 Farm Market 359 South, Brookshire, TX 77423.

Our corporate website address is https://www.innoholdings.com .

February 11, 2024, the Company formed Inno AI Tech Corp.

(“AT”), a wholly owned entity in Texas to conduct AI tech research

and consulting activities.

October 18, 2024, the Company acquired all of the issued and outstanding shares of Lear Group Limited (“Lear”), a Hong Kong

company, for a total consideration of $1,300.

As a result of this transaction, Lear became a wholly-owned subsidiary of the Company.

December 13, 2024, the Company acquired all of the issued and outstanding shares of Baymax High Technology Co., Limited (“Baymax”),

a Hong Kong company, for a total consideration of $1,300.

As a result of this transaction, Baymax became a wholly-owned subsidiary of

March 4, 2025, the Company entered into a Share Purchase Agreement with a third-party Buyer, pursuant to which the Company sold all issued

and outstanding shares of its wholly owned subsidiaries, IMSC and AT, to the Buyer for an aggregate purchase price of $1,000 in cash.

March 28, 2025, the Company entered into a Membership Interest Purchase Agreement with a third-party Buyer and Core Modu LLC, a Texas

limited liability company (“CM”), pursuant to which the Company sold all of the membership interest it owned in CM, which

represented 15% of the outstanding membership interest in CM, to the Buyer for an aggregate purchase price of $700,000.

March 28, 2025, the Company entered into a Membership Interest Purchase Agreement with a third-party Buyer and Castor Building Tech LLC,

a California limited liability company (“CBT”), pursuant to which the Company sold all of the membership interest it owned

in CBT, which represented 55% of the outstanding membership interest in CBT, to the Buyer for an aggregate purchase price of $1,000.

April 8, 2025, the Company entered into a Share Purchase Agreement with a third-party Buyer, pursuant to which the Company sold all issued

and outstanding shares it owns in Disrupts for an aggregate purchase price of $100.

is the corporate structure of the Company as of September 30, 2025:

principal executive office is located at RM1, 5/F, No.

43 Hung To Road, Kwun Tong, Kowloon, Hong Kong 999077.

Our corporate website address

is https://www.innoholdings.com .

Our telephone number is +852-54795450.

a “smaller reporting company,” as defined by Rule 12b-2 of the Exchange Act, we are not required to provide the information

in this Item.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business