Hamco Ventures Ltd (HAMVF)

Hamco Ventures Limited operates through its wholly owned Hong Kong subsidiary Hamco Creek Asia Development Company Limited as a franchise development consultant specializing in the food and beverages industry, offering tailored consultant solutions to emerging restaurant brands seeking to franchise for the first time and established franchisors looking to improve operations, IT systems, and online/offline marketing, alongside services to analyze market conditions, perform feasibility studies, market entry, competitor research, and due diligence on franchise opportunities. During the current financial year the company expanded its strategic business scope to address the growing technological needs of its clients by launching specialized advisory and implementation services for Artificial Intelligence rollup, assisting clients with strategic planning, integration, and scaling of AI technologies designed to enhance operational efficiency, automate customer service workflows, and optimize data-driven decision-making. The franchise development and business consultancy industries are highly competitive, fragmented, and rapidly evolving, with numerous local, regional, and global consulting firms, many of which possess significantly greater financial, marketing, technical, personnel, and operational resources and command established brand recognition globally or within specific regional markets the company intends to enter. The company has not commissioned independent market research to quantify the exact number of franchise development firms operating within Hong Kong that offer overlapping service portfolios. The company presently offers its services to clients in Hong Kong and intends to expand the distribution of its services into other locations as opportunities permit, and it plans to emphasize Southeast Asia as its core future area of growth.

The company distinguishes itself from traditional competitors through flexible, highly personalized engagement models, deep sector-specific expertise in the food and beverage industry, and agility in integrating emerging technologies into legacy operational systems. Its competitive position is sustained by an established local footprint and comprehensive service suite spanning franchise architecture, marketing and sales orchestration, operational workflow optimization, compliance advisory, international market-entry modeling, and specialized software selection, bundled at competitive prices to offer a cohesive value proposition that traditional boutique agencies cannot match. Technological differentiation through AI integration allows the company to bridge the gap between traditional F&B operational workflows and advanced digital capabilities such as automated customer service systems and data-driven predictive inventory tools, enabling it to capture market share from tech-deficient competitors. The company also pursues global vision and cross-border brand scaling, specializing in unlocking the latent value of Asian and Hong Kong-based brands on the global stage, leveraging regional strategic partnerships and alliances to mitigate the risks of international expansion for its clients. The company is aware that it faces competition from franchise development companies in Hong Kong and worldwide, many of which may be significantly larger with access to exponentially greater resources, and some of which have significantly greater financial, marketing, personnel and other resources and are well established in markets the company intends to enter.

The company generates revenue primarily through professional consulting and technology implementation services delivered from its operational base in Hong Kong, with service income generated from a related party during the year ended June 30, 2026. The company entered into a commercial service agreement to deliver specialized Artificial Intelligence rollout and implementation consulting services to Hamco Services Limited, with a total aggregate contract value of $89,171 ¹, of which the company has completed initial project milestones and invoiced an aggregate of $50,955 ², with a remaining balance of $38,216 ³ relating to work currently in progress to be invoiced upon successful completion of the remaining performance milestones. Related party relationships exist because Mr. Chun Leung Chow (Eddy), the company's Chief Executive Officer and Director, also serves as a director of Hamco Services, and Ms. Tao Li, who beneficially owns 18.8% ⁴ of the outstanding voting securities of the company, serves as the controlling shareholder of Hamco Services with an 80.0% ⁵ equity interest. The company markets, sells, and distributes its services through a multi-channel distribution strategy comprising direct client engagement through structured in-person consultations, secure virtual platforms, and dedicated digital communication networks; strategic alliances and corporate partnerships with food and beverage industry associations, professional enterprise networks, and complementary technology service providers; and structured referral ecosystems incentivizing strategic partners, shareholders, executive officers, and employees to refer new business opportunities, with referral fees determined on an arm's-length, case-by-case negotiated basis. As of the date of the annual report, the company has one client, increasing its difficulty to rely on client referrals.

The company's foundational franchise development consulting services span franchise architecture, marketing and sales orchestration, operational workflow optimization, compliance advisory, international market-entry modeling, and specialized software selection, offered as an end-to-end suite across all phases of enterprise growth to both emerging restaurant brands seeking to franchise for the first time and established franchisors looking to improve operations, IT systems, and online/offline marketing. The company also provides services to assist clients in analyzing market conditions, performing feasibility studies, market entry, competitor research, and due diligence on franchise opportunities. These services are marketed, sold, and distributed from the company's operational base in Hong Kong, with the company intending to expand distribution into other locations as opportunities permit.

During the current financial year the company expanded its strategic business scope by launching specialized advisory and implementation services for Artificial Intelligence rollup, under which it assists clients with strategic planning, integration, and scaling of AI technologies designed to enhance operational efficiency, automate customer service workflows, and optimize data-driven decision-making. The company's implementation framework involves selecting, combining, and rolling up third-party AI software applications, application programming interfaces, and foundational machine learning models to solve clients' technological needs, and the company does not own or develop the underlying AI architectures. This AI rollout and implementation consulting service generated the company's service income during the year ended June 30, 2026, with the company invoicing an aggregate of $50,955 ⁶ under a contract with a total aggregate value of $89,171 ⁷ and a remaining balance of $38,216 ⁸ relating to work in progress. The company's ability to bridge the gap between traditional F&B operational workflows and advanced digital capabilities such as automated customer service systems and data-driven predictive inventory tools is positioned as a key differentiator allowing it to capture market share from tech-deficient competitors.

During the year ended June 30, 2026, the company recorded service income of $50,955 ⁹ generated from a related party and interest income of $3 ¹⁰, against general and administrative expenses of $133,656 ¹¹, resulting in a loss before tax of $82,698 ¹² and a net loss of $82,698 ¹³. The company recorded expense of $133,657 ¹⁴ for the period, of which $20,012 ¹⁵ was IPO cost written off, with the remaining consisting solely of general and administrative expenses. Net cash used in operating activities was $60,517 ¹⁶, primarily resulting from general and administrative expense associated with audit fee and salary; net cash used in investing activities was $20,012 ¹⁷, resulting from payment of IPO costs; and net cash provided by financing activities was $443,506 ¹⁸, the net result of funds received from the sale of Ordinary Shares and amount due to a director. As of June 30, 2026, the company had $437,451 ¹⁹ in cash, total current assets of $438,343 ²⁰, total assets of $438,343 ²¹, total current liabilities of $30,611 ²², total liabilities of $30,611 ²³, and total shareholders' equity of $407,732 ²⁴, compared with cash of $54,462 ²⁵, total assets of $54,462 ²⁶, total liabilities of $35,031 ²⁷, and total shareholders' equity of $19,431 ²⁸ as of June 30, 2025. Weighted average shares outstanding, basic and diluted, were 206,012,033 ²⁹ for the year ended June 30, 2026, and basic and diluted net loss per ordinary share was $ (0.0004) ³⁰ for the year ended June 30, 2026, compared with $ (0.00) ³¹ for the year ended June 30, 2025.

The company was incorporated on February 7, 2024 under the laws of the BVI with limited liability and has no material operations of its own, conducting all operations in Hong Kong through its wholly owned operating subsidiary Hamco Creek Asia Development Company Limited, incorporated in Hong Kong on March 1, 2024. As of June 30, 2026, the company had two employees ³², and for the fiscal year ended June 30, 2026, the company paid US$5,096.00 ³³ as compensation for its directors and executive officers. The company's F-1 registration statement has been effective since June 27, 2025, and the offering of its Ordinary Shares to the public has been completed, with the company issuing 1,884,000 ³⁴ new shares for cash at $0.25 ³⁵ per share to 35 ³⁶ investors. On May 29, 2024, the company issued 38,090,000 ³⁷ Preferred shares to Chun Leung Chow (Eddy), with each preferred share carrying 10 voting rights and no economic interest, and on December 19, 2025, the company repurchased and subsequently cancelled 32,230,000 ³⁸ preferred shares from Mr. Chow, leaving 5,860,000 ³⁹ preferred shares issued and outstanding as of the date of the annual report, representing 100% ⁴⁰ of the class. As of the date of the annual report, Mr. Chow owns and controls approximately 47.798% ⁴¹ of the voting control of the company, and the company had 206,984,000 ⁴² Ordinary Shares outstanding.

Over the course of the next 12 months, the company plans to spend a substantial portion of its effort on executing key operational objectives, beginning with client engagement, market acquisition, and AI service monetization through targeted marketing campaigns, industry networking initiatives, and strategic alliances to accelerate new client acquisition, with a primary focus on scaling its newly introduced Artificial Intelligence rollout consultancy services and driving adoption among both existing franchise clients and new enterprises seeking digital transformation solutions. The company also intends to pursue geographic expansion and market penetration by leveraging comprehensive market research, competitor profiling, and feasibility studies to identify high-growth international markets, dedicating efforts to developing and executing structured market-entry strategies to expand its geographic footprint outside of Hong Kong as commercial opportunities permit. The company plans to emphasize Southeast Asia as its core future area of growth.

The company is committed to human capital development and technical talent acquisition, scaling its internal capabilities by investing in advanced professional development, specialized training modules, and technical certification programs for existing team members, and intends to aggressively recruit top-tier talent across critical domains, specifically targeting franchise development experts and AI/technology implementation specialists to support its expanded service vertical. The company's AI rollout advisory and implementation services represent a growth vector dependent on third-party AI software applications, application programming interfaces, and foundational machine learning models, and the company's implementation framework involves selecting, combining, and rolling up these third-party technologies to solve clients' technological needs.

The company's geographic expansion strategy is focused on leveraging comprehensive market research, competitor profiling, and feasibility studies to identify high-growth international markets, with efforts dedicated to developing and executing structured market-entry strategies to expand its geographic footprint outside of Hong Kong as commercial opportunities permit. The company specializes in unlocking the latent value of Asian and Hong Kong-based brands on the global stage, with robust market research capabilities enabling it to identify emerging cross-border consumer trends and execute structural market-entry strategies, and it actively leverages regional strategic partnerships and alliances to mitigate the risks of international expansion for its clients.

The company's cost structure during the year ended June 30, 2026 consisted solely of general and administrative expenses of $133,657 ⁴³, of which $20,012 ⁴⁴ was IPO cost written off, and the company incurred a net loss of $82,698 ⁴⁵ primarily resulting from general and administrative expense. Management anticipates that the company will be dependent in the near future on additional investment capital to fund operating expenses, and the company intends to position itself so that it will be able to raise additional funds through the capital markets. The company's ability to continue as a going concern is dependent upon generating cash flow sufficient to fund operations and reducing operating expenses.

The company's operational outlook centers on scaling its internal capabilities through investment in advanced professional development, specialized training modules, and technical certification programs for existing team members, alongside aggressive recruitment of top-tier talent across critical domains, specifically targeting franchise development experts and AI/technology implementation specialists to support its expanded service vertical. As of June 30, 2026, the company had two employees ⁴⁶, and it plans to implement targeted marketing campaigns, industry networking initiatives, and strategic alliances to accelerate new client acquisition, with a primary focus on scaling its newly introduced AI rollout consultancy services.

The company's capital allocation priorities center on funding operating expenses through additional investment capital, with management anticipating that the company will be dependent in the near future on additional investment capital and intending to position itself so that it will be able to raise additional funds through the capital markets. During the year ended June 30, 2026, net cash provided by financing activities was $443,506 ⁴⁷, the net result of funds received from the sale of Ordinary Shares and amount due to a director, and net cash used in investing activities was $20,012 ⁴⁸, resulting from payment of IPO costs. The company has not adopted any equity compensation plans and, as of June 30, 2026, had no outstanding equity awards. The company intends to retain any future earnings to finance the development and expansion of its business and does not anticipate paying any cash dividends on its Ordinary Shares in the foreseeable future.

The company faces structural headwinds including a limited operating history, with the company incorporated on February 7, 2024, and management expecting to incur operating losses in future periods as it incurs significant expenses associated with operation and expansion. The company's independent auditor included an explanatory paragraph on the financial statements for the period from June 30, 2025, to June 30, 2026, emphasizing substantial doubt about the company's ability to continue as a going concern, and as of June 30, 2026, the company had $437,451 ⁴⁹ of cash. The company's business growth and results of operations may be affected by changes in global and regional macroeconomic conditions, since the company depends to a significant extent upon clients' business growth expectations, which are affected by factors including local resident income, supply chain cost, growth of market size, and growth of number of potential customers, and slowdowns in the Hong Kong and global economy will affect customers' expenditure on products or services provided by the company's clients.

The company's AI rollup advisory and implementation services are heavily dependent on third-party technologies and underlying models over which the company has no operational control, and sudden modifications to vendor pricing structures, unexpected API deprecations, service outages, or changes to usage policies could immediately break or degrade the automated workflows the company has integrated for its clients. If the company's core AI software suppliers discontinue support for their systems or lose their market-leading positions, the company's rollup frameworks may become technologically obsolete, requiring it to incur substantial costs to re-engineer solutions for its clients. The company's business model depends on users of its services to generate client referrals, and as of the date of the annual report, the company has one client, increasing its difficulty to rely on client referrals, and a decline in the number of referrals received could require the company to devote substantially more resources to sales and marketing, increasing costs and potentially leading to a decline in net sales.

Management's message to shareholders emphasizes a strategic pivot toward technology-enabled consulting, with the company expanding its business scope during the current financial year to launch specialized advisory and implementation services for Artificial Intelligence rollup, assisting clients with strategic planning, integration, and scaling of AI technologies designed to enhance operational efficiency, automate customer service workflows, and optimize data-driven decision-making. The company's three stated strategic priorities for the period ahead are client engagement, market acquisition, and AI service monetization through targeted marketing campaigns, industry networking initiatives, and strategic alliances to accelerate new client acquisition, with a primary focus on scaling the newly introduced AI rollout consultancy services; geographic expansion and market penetration through comprehensive market research, competitor profiling, and feasibility studies to identify high-growth international markets and execute structured market-entry strategies outside of Hong Kong; and human capital development and technical talent acquisition through investment in advanced professional development, specialized training modules, and technical certification programs, alongside aggressive recruitment of franchise development experts and AI/technology implementation specialists. Management anticipates that the company will be dependent in the near future on additional investment capital to fund operating expenses and intends to position the company so that it will be able to raise additional funds through the capital markets, while acknowledging substantial doubt about the company's ability to continue as a going concern following the issuance of the financial statements. The company's service income for the year ended June 30, 2026 was $50,955 ⁵⁵, generated from a related party under a commercial service agreement with a total aggregate value of $89,171 ⁵⁶, of which the company has completed initial project milestones and invoiced an aggregate of $50,955 ⁵⁷, with a remaining balance of $38,216 ⁵⁸ relating to work currently in progress to be invoiced upon successful completion of the remaining performance milestones. Management believes the terms of this related party transaction were negotiated on an arm's-length basis and reflect market rates for comparable technological and consulting services, and to mitigate potential conflicts of interest, Mr. Chow and Ms. Li voluntarily recused themselves from all board deliberations and abstained from voting their respective shares on the shareholder resolution, with the transaction subsequently approved by a majority vote of the company's independent, disinterested shareholders.

For the year ended June 30, 2026, the company recorded service income of $50,955 ⁵⁹ and interest income of $3 ⁶⁰, for total revenues of $50,958 ⁶¹, compared with no revenues for the year ended June 30, 2025. General and administrative expenses were $133,656 ⁶² for the year ended June 30, 2026, compared with $97,643 ⁶³ for the year ended June 30, 2025. The company incurred a loss before tax of $82,698 ⁶⁴ and a net loss of $82,698 ⁶⁵ for the year ended June 30, 2026, compared with a loss before tax of $97,643 ⁶⁶ and a net loss of $97,643 ⁶⁷ for the year ended June 30, 2025. Basic and diluted net loss per ordinary share was $ (0.0004) ⁶⁸ for the year ended June 30, 2026, compared with $ (0.00) ⁶⁹ for the year ended June 30, 2025, based on weighted average shares outstanding, basic and diluted, of 206,012,033 ⁷⁰ and 205,100,000 ⁷¹, respectively. The company recorded expense of $133,657 ⁷² for the year ended June 30, 2026, of which $20,012 ⁷³ was IPO cost written off, with the remaining consisting solely of general and administrative expenses. Net cash used in operating activities was $60,517 ⁷⁴ for the year ended June 30, 2026, primarily resulting from general and administrative expense associated with audit fee and salary; net cash used in investing activities was $20,012 ⁷⁵, resulting from payment of IPO costs; and net cash provided by financing activities was $443,506 ⁷⁶, the net result of funds received from the sale of Ordinary Shares and amount due to a director. As of June 30, 2026, the company had cash of $437,451 ⁷⁷, MPF receivable of $892 ⁷⁸, total current assets of $438,343 ⁷⁹, total assets of $438,343 ⁸⁰, accounts payable and accrual of $30,062 ⁸¹, amount due to a director of $549 ⁸², total current liabilities of $30,611 ⁸³, total liabilities of $30,611 ⁸⁴, and total shareholders' equity of $407,732 ⁸⁵, compared with cash of $54,462 ⁸⁶, total current assets of $54,462 ⁸⁷, total assets of $54,462 ⁸⁸, accounts payable and accrual of $27,001 ⁸⁹, amount due to a director of $8,030 ⁹⁰, total current liabilities of $35,031 ⁹¹, total liabilities of $35,031 ⁹², and total shareholders' equity of $19,431 ⁹³ as of June 30, 2025. The company's service income is generated from a related party under a commercial service agreement to deliver specialized Artificial Intelligence rollout and implementation consulting services to Hamco Services Limited, with a total aggregate value of $89,171 ⁹⁴, of which the company has invoiced an aggregate of $50,955 ⁹⁵, with a remaining balance of $38,216 ⁹⁶ relating to work currently in progress. As of June 30, 2026, there was an amount of $549.00 ⁹⁷ due to Director Mr. Chun Leung Chow (Eddy), related to the company's operating expense, with no interest rate charges nor due date for the amount.

The company is a newly formed entity incorporated on February 7, 2024 with limited operating history, and management expects to incur operating losses in future periods as it incurs significant expenses associated with operation and expansion. As of June 30, 2026, the company had $437,451 ⁵⁰ of cash, and the independent auditor included an explanatory paragraph on the financial statements for the period from June 30, 2025, to June 30, 2026, emphasizing substantial doubt about the company's ability to continue as a going concern, with the company dependent in the near future on additional investment capital to fund operating expenses. The company's business model depends on users of its services to generate client referrals, and as of the date of the annual report, the company has one client ⁵¹, increasing its difficulty to rely on client referrals, and a decline in the number of referrals received could require the company to devote substantially more resources to sales and marketing, increasing costs and potentially leading to a decline in net sales. The company's AI rollup advisory and implementation services are heavily dependent on third-party technologies and underlying models over which the company has no operational control, and sudden modifications to vendor pricing structures, unexpected API deprecations, service outages, or changes to usage policies could immediately break or degrade the automated workflows the company has integrated for its clients, while if the company's core AI software suppliers discontinue support for their systems or lose their market-leading positions, the company's rollup frameworks may become technologically obsolete, requiring it to incur substantial costs to re-engineer solutions for its clients. The company's service income is generated from a related party, with the company entering into a commercial service agreement to deliver specialized AI rollout and implementation consulting services to Hamco Services Limited, whose controlling shareholder with an 80.0% ⁵² equity interest is Ms. Tao Li, who beneficially owns 18.8% ⁵³ of the outstanding voting securities of the company, and Mr. Chun Leung Chow (Eddy), the company's Chief Executive Officer and Director, also serves as a director of Hamco Services, creating related party relationships. The company's chief executive officer and director owns and controls approximately 47.798% ⁵⁴ of the voting control of the company, giving him substantial influence over the outcome of matters submitted to shareholders for approval, including significant corporate actions such as mergers, consolidations, and election of directors, and this concentration of ownership may discourage, delay or prevent a change in control of the company.