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Registration No. 333-                

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

~~INVECH~~Invech ~~HOLDINGS~~Holdings, ~~INC~~Inc.

(Exact name of registrant as specified in its charter)

Nevada	~~2834~~8742	9841-~~0419476~~4348617
(State of jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Number)	(IRS Employer Identification No.)
(State of Incorporation)	(Primary Standard Industrial Classification Number)	(IRS Employer Identification Number)

~~7339~~1603 E.Capitol ~~Williams Drive~~Ave

~~Unit~~Suite ~~26496~~413 PMB 1777

~~Scottsdale~~Cheyenne, AZWY ~~85255~~82001

(~~Address of Principal Executive Offices~~302) ~~(Zip~~ ~~Code)~~553-5205

~~602.793.8058~~(Address, including zip code, and telephone number, including area code,

~~(Registrant~~of registrant’s ~~telephone~~principal ~~number,~~executive ~~including area code~~offices)

~~Pacific~~IncSmart ~~Stock~~Biz, ~~Transfer Co~~Inc.

~~6725~~7963 ~~Via~~Broadwing ~~Austi Parkway~~Dr.

~~Suite~~North ~~300~~Las Vegas, NV

~~Las Vegas, NV 89119~~89084

~~702.361.3033~~(888) 681-9777

(Name, Address, ~~including~~Including ~~zip~~Zip ~~code~~Code, and ~~telephone~~Telephone ~~number~~Number, ~~including area code, of agent for service)~~

~~Correspondence:~~Including Area Code, of Agent for Service)

~~Rhonda~~With ~~Keaveney~~copies ~~J.D.~~to:

~~7339~~Lance E.Brunson, ~~Williams Drive~~Esq.

~~Unit~~Chase ~~26496~~Chandler, Esq.

~~Scottsdale,~~Brunson AZChandler ~~85255~~& Jones, PLLC

~~602.793.8058~~Walker Center

~~Rhonda@scctransferllc~~175 S.~~com~~ Main Street, Suite 610

~~Approximate~~Salt ~~date~~Lake ~~of proposed sale to the public: From time to time after the effective date of this registration statement~~City, asUT ~~shall be determined by the selling stockholder identified herein.~~84111

IfTelephone: ~~any~~(801) ~~of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: ☒~~303-5772

IfApproximate ~~this~~date ~~Form~~of iscommencement of ~~filed~~proposed tosale ~~register additional securities for an offering pursuant~~ to ~~Rule 462(b) under~~ the ~~Securities~~public: ~~Act,~~From ~~please~~time ~~check~~to ~~the~~time ~~following~~after ~~box~~this ~~and list the Securities Act~~ registration statement ~~number of~~becomes ~~the earlier~~ effective ~~registration statement for the same offering~~. ☐

If ~~this~~any ~~Form~~of isthe asecurities ~~post-effective~~being registered ~~amendment~~on ~~filed~~this ~~pursuant~~Form are to ~~Rule~~be ~~462(c) under~~offered ~~the~~on ~~Securities~~a ~~Act,~~delayed ~~check~~or ~~the~~continuous ~~following~~basis ~~box~~pursuant ~~and~~to ~~list~~Rule 415 under the Securities Act ~~registration statement number~~ of ~~the~~1933 ~~earlier effective registration~~check ~~statement for~~ the ~~same~~following ~~offering.~~box: ☐☒

If this ~~Form~~form is afiled ~~post-effective~~to ~~amendment~~register additional ~~filed~~securities for an offering pursuant to Rule 462(db) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

~~Indicate~~If bythis ~~check~~form ~~mark~~is ~~whether~~a ~~the registrant (1)~~post-effective ~~has~~amendment filed ~~all~~pursuant ~~reports required~~ to beRule ~~filed by Section 13 or 15~~462(dc) ofunder the Securities ~~Exchange~~ Act, ofcheck ~~1934 during~~ the ~~preceding~~following 12box ~~months (or~~and ~~for~~list ~~such shorter period that~~ the ~~registrant~~Securities ~~was~~Act ~~required~~registration tostatement number ~~file~~of ~~such~~the ~~reports),~~earlier ~~and~~effective ~~(2)~~registration ~~has~~statement ~~been subject to such filing requirements~~ for the ~~past~~same ~~90 days~~offering. ☐

☐If ~~Yes ☒~~this Noform is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant ~~has~~is ~~submitted~~a ~~electronically and~~large ~~posted~~accelerated onfiler, ~~its~~an ~~corporate~~accelerated ~~Web site~~filer, ifa ~~any~~non-accelerated filer, ~~every~~smaller ~~Interactive~~reporting ~~Data~~company, ~~File~~or ~~required~~an toemerging growth becompany. ~~submitted~~See ~~and~~the ~~posted~~definitions ~~pursuant to Rule 405~~ of ~~Regulation~~ ~~S-T~~“large ~~(Sec.232.405~~accelerated offiler,” ~~this~~“accelerated ~~chapter)~~filer,” ~~during~~“smaller ~~the~~reporting company,” ~~preceding~~and 12“emerging ~~months~~growth ~~(or~~company” ~~for~~in ~~such~~Rule ~~shorter~~12b-2 ~~period~~of ~~that~~ the ~~registrant~~Exchange ~~was required to submit and post such files)~~Act.

☐ Yes ☒ No

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller reporting company	☒

		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 137(a)(2)(B) of the ~~Exchange~~Securities Act. ☐

The ~~information~~registrant inhereby amends this ~~prospectus~~registration isstatement ~~not~~on ~~complete~~such ~~and~~date or dates as may be ~~changed. The~~necessary ~~selling~~to ~~stockholders~~delay its effective date until the registrant shall ~~not~~file ~~sell~~a ~~these~~further amendment ~~securities~~which ~~until~~specifically ~~the~~states that this registration statement ~~filed~~shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the Securities and Exchange Commission is, ~~effective~~acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy these securities in any ~~state or other~~ jurisdiction where the offer or sale is not permitted.

~~PROSPECTUS Subject~~SUBJECT toTO ~~Completion~~COMPLETION, DATED ~~Dated~~APRIL ~~December 20~~__, ~~2023~~2026

Invech Holdings, Inc.

2,462,293

Resale Shares of Common Stock

This prospectus relates to the offering and resale by the following shareholders, as the selling stockholders of up to 3,277,416 shares of common stock.

We will not receive any proceeds from the sale of shares of common stock by the selling stockholder.

The selling stockholder may sell all or a portion of the shares of common stock beneficially owned by it directly or through one or more underwriters, broker-dealers or agents. Please see the section entitled “Plan of Distribution” of this prospectus for more information. See the section entitled “Selling Stockholder” of this prospectus. We will bear all fees and expenses incident to our obligation to register the shares of common stock.

Our Company is currently listed as Pink Current Information on the OTC Markets platform. We have a limited stock quotation on OTC Markets. The market for our stock is uncertain at this time. Our securities could be particularly illiquid due to being listed on this market.

We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read the entire prospectus and any amendments or supplements carefully before you make your investment decision.

Investing in our securities involves risks. You should carefully read the “Risk Factors” of this prospectus before investing.

Neither the Securities and Exchange Commission nor any other regulatory commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is January 30, 2024

INVECH HOLDINGS, INC.

~~INDEX~~30,000,000 TOCommon ~~FORM S-1~~Shares

PROSPECTUS SUMMARY	1
THE OFFERING	4
RISK FACTORS	5
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	13
DIVIDEND POLICY	13
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS	14
USE OF PROCEEDS	14
DETERMINATION OF OFFERING PRICE	14
DILUTION	14
SELLING SECURITY HOLDERS	15
PLAN OF DISTRIBUTION-SELLING STOCKHOLDERS	20
DESCRIPTION OF CAPITAL STOCK	23
LEGAL MATTERS	51
EXPERTS	51
INTERESTS OF NAMED EXPERTS AND COUNSEL	25
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	26
DESCRIPTION OF BUSINESS	38
MARKET FOR OUR COMMON STOCK	41
DIRECTORS AND EXECUTIVE OFFICERS	42
EXECUTIVE COMPENSATION	47
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES	50
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	48
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	49
WHERE YOU CAN FIND MORE INFORMATION	52
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS	F-1

The selling stockholder identified in this prospectus may offer an indeterminate number of shares of common stock of Invech Holdings, Inc. (“ADM” or the “Company”), which will consist of up to 30,000,000 shares of common stock to be sold by GHS Investments LLC (“GHS”), pursuant to an Equity Financing Agreement (the “Financing Agreement”) dated March 3, 2026, by and between GHS and the Company. If issued presently, the 30,000,000 shares of common stock registered for resale by GHS would represent 22.9% of our issued and outstanding shares of common stock as of March 25, 2026.

The selling stockholder may sell all or a portion of the shares being offered pursuant to this prospectus at fixed prices and prevailing market prices at the time of sale, at varying prices, or at negotiated prices.

We will not receive any proceeds from the sale of the shares of our common stock by GHS. However, we will receive proceeds from our initial sale of shares to GHS pursuant to the Financing Agreement. We will sell shares to GHS at a price equal to 80% of the lowest trading price of our common stock during the ten (10) consecutive trading day period preceding on the date on which we deliver a put notice to GHS (the “Market Price”).

GHS is an underwriter within the meaning of the Securities Act of 1933 with respect to the shares, and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act of 1933 in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act of 1933.

Our common stock is traded on the OTC Link ATS (alternative trading system) (“OTC Markets”) under the symbol “IVHI”. On March 25, 2026, the last reported sale price for our common stock was $.0698 per share.

Prior to this offering, there has been a very limited market for our securities. While our common stock is quoted for trading on the OTC Markets, there has been negligible trading volume. There is no guarantee that an active trading market will develop in our securities.

This offering is highly speculative, and these securities involve a high degree of risk and should be considered only by persons who can afford the loss of their entire investment. See “Risk Factors” beginning on page 4. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is ________________, 2026.

Table of Contents

The following table of contents has been designed to help you find information contained in this prospectus. We encourage you to read the entire prospectus.

SUMMARY INFORMATION AND RISK FACTORS	1

USE OF PROCEEDS	14

DETERMINATION OF OFFERING PRICE	14

DILUTION	14

SELLING SECURITY HOLDER	15

PLAN OF DISTRIBUTION	18

DESCRIPTION OF SECURITIES	19

INTERESTS OF NAMED EXPERTS AND COUNSEL	21

INFORMATION WITH RESPECT TO THE REGISTRANT	22

MARKET PRICE AND DIVIDEND INFORMATION	25

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	26

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS	31

EXECUTIVE COMPENSATION	34

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	35

FINANCIAL STATEMENTS	36

~~ABOUT~~We ~~THIS~~have ~~PROSPECTUS~~not authorized any person to give you any supplemental information or to make any representations for us. You should not rely upon any information about our company that is not contained in this prospectus. Information contained in this prospectus may become stale. You should not assume the information contained in this prospectus or any prospectus supplement is accurate as of any date other than their respective dates, regardless of the time of delivery of this prospectus, any prospectus supplement or of any sale of the shares. Our business, financial condition, results of operations, and prospects may have changed since those dates. The selling stockholders are offering to sell and seeking offers to buy shares of our common stock only in jurisdictions where offers and sales are permitted.

~~You~~In ~~should rely only on the information contained in~~ this prospectus or, ~~contained~~“Invech ~~in any prospectus supplement or free writing prospectus filed with~~ Holdings,” the ~~Securities and Exchange Commission (the~~ “~~SEC~~Company,”~~). Neither~~ “we,” nor the selling stockholders have authorized anyone to provide you with additional information or information different from that contained in this prospectus filed with the SEC. The selling stockholders are offering to sell“us,” and ~~seeking~~“our” ~~offers~~refer to ~~buy,~~Invech ~~shares of our common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus~~Holdings, ~~regardless of the time of delivery of this prospectus or of any sale of shares of our common stock~~Inc. ~~Our business~~, ~~financial~~a ~~condition,~~Nevada ~~results of operations and prospects may have changed since that date~~corporation.

~~For~~SUMMARY ~~investors~~INFORMATION ~~outside~~AND ~~the~~RISK United States: Neither we nor the selling stockholders have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of common stock and the distribution of this prospectus outside the United States.FACTORS

AsYou ~~used~~should incarefully ~~this~~read ~~prospectus,~~all ~~unless~~information ~~otherwise~~in ~~designated~~the prospectus, including the ~~terms “we,”~~financial ~~“us,”~~statements ~~“our,”~~and ~~the~~their ~~“Company,”~~explanatory ~~“IVHI” and~~notes ~~“our~~under ~~Company”~~the ~~refer~~Financial toStatements ~~Invech~~prior ~~Holdings,~~to ~~Inc.,~~making aan ~~Nevada~~investment ~~corporation~~decision.

iiCorporate Background

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

This registration statement and the documents that are incorporated herein by reference contain certain forward-looking statements within the meaning of United States securities laws, including the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements include all statements that do not relate solely to historical or current facts and may be identified by the use of words including, but not limited to the following; “may,” “believe,” “will,” “expect,” “project,” “estimate,” “anticipate,” “plan,” “continue,” or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy. These forward-looking statements are based on the Company’s current plans and expectations and are subject to a number of risks, uncertainties and other factors which could significantly affect current plans and expectations and our future financial condition and results. These factors, which could cause actual results, performance and achievements to differ materially from those anticipated. These risks and uncertainties include the following:

· The availability and adequacy of our cash flow to meet our requirements; · Economic, competitive, demographic, business and other conditions in our local and regional markets; · Changes or developments in laws, regulations or taxes in our industry; · Actions taken or omitted to be taken by third parties including our competitors, as well as legislative, regulatory, judicial and other governmental authorities; · Competition in our industry; · The loss of or failure to obtain any license or permit necessary or desirable in the operation of our business; · Changes in our business strategy, capital improvements or development plans; · The availability of additional capital to support capital improvements and development; and · Other risks identified in this report and in our other filings with the Securities and Exchange Commission or the SEC.

You should read this prospectus completely and with the understanding that actual future results may materially differ from expectations set forth in forward looking statements. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof, when evaluating the information presented in this registration statement or our other disclosures because current plans, anticipated actions, and future financial conditions and results may differ from those expressed in any forward-looking statements made by or on behalf of the Company.

We have not undertaken any obligation to publicly update or revise any forward-looking statements. All of our forward-looking statements speak only as of the date of the document in which they are made or, if a date is specified, as of such date. Subject to mandatory requirements of applicable law, we disclaim any obligation or undertaking to provide any updates or revisions to any forward-looking statement to reflect any change in expectations or any changes in events, conditions, circumstances or information on which the forward-looking statement is based. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the risk factors set forth in the section entitled “Risk Factors” in this prospectus.

iii

ITEM 3. SUMMARY INFORMATION, RISK FACTORS AND RATIO OF EARNINGS TO FIXED CHARGES

We and our business are subject to material risks, which could cause actual results, performance and achievements to differ materially from those anticipated, and the risk factors set forth in the section entitled “Risk Factors” beginning on page 5 of this prospectus. These risks can be summarized as follows:

Business Related Risks

· We have incurred operating losses in some of our historical periods and we could incur additional losses until we successfully integrate acquired practices, improve collections for procedures and reduce operating expenses. · Our capital resources may not be sufficient to meet our capital requirements, and in the absence of additional resources we may have to curtail or cease business operations. · We may encounter substantial competition in the public company compliance consulting industry and our failure to compete effectively may adversely affect our ability to generate revenue. · We may face a number of risks associated with our business services, including the possibility that we may incur substantial debt or convertible debt, which could adversely affect our financial condition. · Our development will depend on the efforts of key management, key personnel and our relationships with operators and other partnerships. · Our officers, directors and principal stockholders own a large percentage of our stock and other stockholders have little or no ability to elect directors or influence corporate matters.

Risk Related to our Stock

· Our stock trades on an unsolicited basis only, so you may be unable to sell your shares at or near the quoted bid prices if you need to sell a significant number of your shares. · Our common stock is defined as “penny stock” under the Exchange Act, and the rules promulgated thereunder. · We may issue more shares in an acquisition or merger, which will result in substantial dilution.

The foregoing is a summary of significant risk factors that we think could cause our actual results to differ materially from expected results. However, there could be additional risk factors besides those listed herein that also could affect us in an adverse manner. You should read the risk factors set forth in the section entitled “Risk Factors” of this prospectus.

PROSPECTUS SUMMARY

This summary highlights certain information appearing elsewhere in this prospectus. For a more complete understanding of this offering, you should read the entire prospectus carefully, including the risk factors and the financial statements. References in this prospectus to “we,” “us,” “our,” the “Company” and “IVHI” refer to Invech Holdings, Inc. You should read both this prospectus together with additional information described below under the heading “Where You Can Find More Information.”

Organization

Invech Holdings, Inc. (OTC “IVHI”) was incorporated under the laws of the State of Nevada on December 17, 1998, as Explore Technologies, Inc.

OnIn ~~March 18~~1996, ~~2003,~~ the Company ~~changed~~filed ~~its~~a ~~name~~Form toD ~~Hubei Pharmaceutical~~under Rule ~~Group,~~504 ~~Ltd.,~~(b)(1)(iii) in 2013 and tosubsequently ~~Amersin~~filed ~~Life~~Form ~~Sciences~~10SB ~~Corporation~~to onregister ~~January~~its 6,common ~~2005.~~stock Onin ~~March~~2002. ~~22,~~The ~~2007,~~company ~~the~~became ~~Company~~delinquent ~~changed~~in its financials ~~name~~reporting toin ~~Golden~~2005 ~~Tech Group,~~and ~~Ltd~~filed ~~and~~a toForm ~~MegaWin~~15-12G ~~Investments,~~in ~~Inc.~~2006 onto ~~February~~terminate ~~21,~~their ~~2018~~registration. ~~Finally,~~The ~~the~~ Company ~~changed~~subsequently ~~its~~filed ~~name~~the todelinquent reports ~~Invech~~and ~~Holdings,~~remained ~~Inc~~non reporting. onIVHI ~~July 19,~~is ~~2018~~currently filing financial reports under OTC Markets Alternative Reporting Standards.

In 1996, the Company filed a Form D under Rule 504 (b)(1)(iii) in 2013 and subsequently filed Form 10SB to register its common stock in 2002. The company became delinquent in its financials reporting in 2005 and filed a Form 15-12G in 2006 to terminate their registration. The Company subsequently filed the delinquent reports and remains non reporting. IVHI is currently filing financial reports under OTC Markets Alternative Reporting Standards.

The company was a natural resource company engaged in the acquisition, exploration and development of mineral properties. On May 17, 2002, the Company filed an amendment to its Articles of Incorporation and changed its name to Pan Asia Communications Corp.

~~The~~On ~~Company~~March ~~has~~18, ~~entered~~2003, ~~into~~the aCompany ~~merger~~changed ~~agreement~~its onname ~~May~~to Hubei ~~23,~~Pharmaceutical ~~2000~~Group, ~~with Cashsurfers, Inc~~Ltd., anand ~~Internet~~to ~~based~~Amersin ~~technology~~Life ~~business~~Sciences Corporation on January 6, 2005. On ~~July~~March 2422, ~~2000~~2007, the ~~agreement~~Company ~~was~~changed its ~~terminated~~name ~~because~~to ~~the~~Golden ~~Company~~Tech ~~was~~Group, ~~unable to~~Ltd ~~raise~~and ~~sufficient~~to ~~capital~~MegaWin ~~required~~Investments, ~~under~~Inc. ~~the~~on ~~merger~~February ~~agreement~~21, ~~and~~2018. ~~was~~Finally, ~~unable~~the toCompany ~~make~~changed ~~payment~~its name to ~~Cashsurfers~~Invech Holdings, ~~under~~Inc. ~~the~~on ~~terms~~July of19, ~~the agreement~~2018.

On October 5, 2000, the Company entered into an Acquisition Agreement with UWANTCASH.com, Inc. whereby the Company acquired 100% of the issued and outstanding common and preferred shares of UWANTCASH.com, Inc. The Company was unable to raise the capital required under the terms of the acquisition agreement and as a result of the default, the acquisition agreement was terminated on December 6, 2000. The Company has no operations at that time.

In 2001 the Company effected a 1 for 10 reverse stock split and on May 15, 2002, the Company entered into an agreement to acquire the Access Network Limited subsidiary of VOIP Telecom, Inc., in exchange for the issuance of 8,000,000 shares to shareholders and owners of Access stock and an additional 4,000,000 shares to Keppel Corp. to extinguish a debt due by Access to Keppel. Shortly after, the Company completed a rescission agreement whereby the share acquisition was cancelled. All company shares issued for debt settlements were cancelled.

On March 17, 2003, the Company acquired the majority interest in Hubei Pharmaceutical Co. Ltd. The Company issued 22,000,000 common shares resulting in a change in control.

On September ~~10th~~10, 2004, the Company entered into material agreement, to sell its 57.14% controlling interest in the Hubei Pharmaceutical Co. Ltd. At that time the Company was engaged in the acquisition and vertical integration of operating subsidiaries and controlling joint venture interests in China to include all facets of pharmaceutical life sciences from raw materials through dosage form production and distribution. In October 2005, the Company terminated its participation in the Hubei Tongji Benda Ebei Pharmaceutical Co. Ltd. joint venture in Hubei Province, China.

On March 22, 2007, the Company changed its name to Golden Tech Group, Ltd. and conducted a 1 for 20 reverse stock split. On April 10, 2007, the Company raised its authorized shares to 500,000,000.

Business operations for Invech Holdings, Inc. were abandoned in 2007 and its Nevada registration was revoked. A custodianship action, as described in the subsequent paragraph, was commenced in 2017.

On October 17, 2017, the Eighth Judicial District Court, Clark County, Nevada granted the Application for Appointment of Custodian as a result of the absence of a functioning board of directors and the revocation of the Company’s charter. The order appointed Small Cap Compliance, LLC (the “Custodian”) custodian with the right to appoint officers and directors, negotiate and compromise debt, execute contracts, issue stock, and authorize new classes of stock.

~~January 2018, the Custodian appointed Robert Chin as sole officer and director.~~1

~~SCC was compensated for its role as custodian in the amount of 120,000 shares of Convertible Preferred A Series Stock (“Preferred A Stock”).~~ In January 2018, the Custodian ~~sold~~appointed ~~these~~Robert ~~shares to~~Chin ~~Queen~~as ~~Investment~~sole ~~(HK)~~officer Ltd. for the purchase price of $35,000. The Custodian did not receive any additional compensation, in the form of cash or stock, for custodian services. The custodianship was terminated on April 18, 2018. See appointment and ~~termination of custodianship court orders attached as an Exhibit~~director.

The Custodian was compensated for its role as custodian in the amount of 120,000 shares of Convertible Preferred A Series Stock (“Preferred A Stock”). In January 2018, the Custodian sold these shares to Queen Investment (HK) Ltd. for the purchase price of $35,000. The Custodian did not receive any additional compensation, in the form of cash or stock, for custodian services. The custodianship was terminated on April 18, 2018. See appointment and termination of custodianship court orders attached as an Exhibit.

Small Cap Compliance, LLC is controlled by Rhonda Keaveney, its sole member.

The Company filed a Certificate of Amendment with the Nevada Secretary of State on February 22, 2018, to change its name to Mega Win Investments, Inc. and FINRA approved the corporate action.

The Company filed a Certificate of Amendment with the Nevada Secretary of State on July 19, 2018 to change its name to Invech Holdings, Inc. and FINRA approved the corporation action.

On May 24, 2020, Queen Investment (HK) Ltd. cancelled 10,000 shares and sold 110,000 shares of Preferred A Stock and 9,006,335 shares of restricted Common Stock to ETAO Logistic Inc. for the purchase price of $50,000. Robert Chin, sole officer and director resigned his positions and appointed Zhilian Wu and Dong Chen as officers and directors.

On January 21, 2023, the Company issued 300,000 shares of Convertible Series A Preferred Stock to Small Cap Compliance, LLC for the purchase price of $45,000. These shares ~~represent~~represented the majority control. At that time the Company implemented a new business plan ~~and IVHI is now~~ in the business of regulatory compliance and consulting for public companies. Mr. Wu and Mr. Chen resigned all positions with the Company and appointed Rhonda Keaveney as CEO, Director, Secretary, and Treasurer.

ETAO Logistic Inc. cancelled all 110,000 shares of its Preferred A Stock on March 3, 2023 making Small Cap Compliance, LLC the sole holder of the Preferred A Stock.

AsOn ofSeptember ~~the~~10, ~~date~~2023, ofIVHI ~~this~~executed ~~filing,~~a ~~liabilities~~Consulting Service ~~and~~Agreement ~~debts~~(“Agreement”) ~~have~~with ~~been~~Invech ~~addressed~~Consulting Corporation (“ICC’) whereby ICC will market IVHI to prospective clients and draft the ~~legal~~documents ~~opinion~~for public company compliance in exchange for ~~debt~~1,000,000 ~~write~~shares ~~off~~of isthe ~~attached~~Company’s asrestricted ancommon stock. ~~Exhibit~~As of this filing, no shares have been issued.

~~Business~~On February 17, 2026, the Company’s majority shareholder, Small Cap Compliance, LLC entered into a Stock Purchase Agreement with Alexander M. Woods-Leo. As per the terms of ~~Issuer~~the Agreement, Small Cap Compliance, LLC sold its control block of stock (300,000 shares of Convertible Series A Preferred Stock and 90,000,000 shares of restricted Common Stock) for the purchase price of $350,000. That same day the Company accepted the resignation of Rhonda Keaveney as the sole officer of the Company and as the sole member of the Company’s Board of Directors and appointed Alexander M. Woods-Leo as the sole officer and director of the Company, resulting in a change of control of the company.

~~IVHI~~Invech isHoldings, ~~company~~Inc. inis ~~the~~a ~~public~~holding company ~~compliance~~specializing ~~industry.~~in WeSaaS ~~specialize~~software indevelopment, ~~drafting~~corporate ~~regulatory~~filings, ~~documents~~ and ~~consulting~~building ~~for~~businesses ~~public~~around ~~companies~~developed platforms. ~~Our~~The ~~services~~Company ~~include~~is ~~FINRA~~addressing ~~corporate~~significant ~~filings,~~inefficiencies within ~~drafting~~the ~~incorporation and~~current ~~corporate~~rental ~~documents,~~market ~~drafting~~thought ~~OTC~~its ~~Markets~~acquired ~~Disclosure~~SaaS ~~Statements~~platform, ~~and~~www.paragonrentals.ai, ~~general~~which ~~public~~was ~~company~~acquired ~~compliance.~~on ~~IVHI~~March ~~acts~~3, as2026 anfor ~~outside consulting~~a ~~firm~~$450,000 ~~for~~convertible ~~these~~promissory ~~services~~note.

~~The~~Where ~~Company~~You isCan ~~moving~~Find in a new direction, statements made in regard to our business are forward looking statements and we have a limited history of performance. Management has extensive experience in the public company compliance business and is actively looking for suitable personnel to incorporate into the management team.Us

Our corporate headquarters is located at 1603 Capitol Ave, Suite 413 PMB 1777, Cheyenne, WY 82001. Our telephone number is (302) 553-5205.

~~Plan~~Summary of ~~Operation~~the Offering

As of this time, and for the remainder of this fiscal year ending 12/31, the Company plans to focus the public company compliance industry. We will continue to market our brand by contacting microcap public companies, email campaigns showcasing our services, and referrals from current clients.

Shares currently outstanding:		100,959,932

Shares being offered:		30,000,000

Offering Price per share:		The selling stockholders may sell all or a portion of the shares being offered pursuant to this prospectus at fixed prices and prevailing market prices at the time of sale, at varying prices or at negotiated prices.

Use of Proceeds:		We will not receive any proceeds from the sale of the shares of our common stock by the selling stockholder. However, we will receive proceeds from our initial sale of shares to GHS, pursuant to the Financing Agreement. The proceeds from the initial sale of shares will be used for the purpose of working capital.

OTC Markets Symbol:		IVHI

Risk Factors:		See “Risk Factors” and the other information in this prospectus for a discussion of the factors you should consider before deciding to invest in shares of our common stock.

If an opportunity presents itself, we will partner with investors in the purchase of a compliance consulting firm to expand our revenue stream and further establish a brand in the public company compliance industry.

Opportunities may come to the Company’s attention from various sources, including our management, our stockholders, professional advisors, securities broker dealers, venture capitalists and private equity funds, members of the financial community and others who may present unsolicited proposals. At this time, the Company has no plans, understandings, agreements, or commitments with any individual or entity to act as a finder in regard to any business opportunities. While it is not currently anticipated that the Company will engage unaffiliated professional firms specializing in business acquisitions, reorganizations or other such transactions, such firms may be retained if such arrangements are deemed to be in the best interest of the Company. Compensation to a finder or business acquisition firm may take various forms, including one-time cash payments, payments involving issuance of securities (including those of the Company), or any combination of these or other compensation arrangements. Consequently, the Company is currently unable to predict the cost of utilizing such services.

The Company is in the microcap public company compliance business and may have opportunities to expand. Opportunities will be reviewed to align with the respective needs and desires of the Company. We will consider expanding our business model if it meets the legal structure and method deemed by management to be suitable. In implementing a structure for a particular transaction, the Company may become a party to a merger, consolidation, reorganization, tender offer, joint venture, license, purchase and sale of assets, or purchase and sale of stock, or other arrangement the exact nature of which cannot now be predicted. Additionally, the Company may act directly or indirectly through an interest in a partnership, corporation, or other form of organization. Implementing such structure may require the merger, consolidation, or reorganization of the Company with other business organizations and there is no assurance that the Company would be the surviving entity. In addition, our present management and stockholders may not have control of a majority of the voting shares of the Company following reorganization or other financial transaction. As part of such a transaction, some or all of the Company’s existing directors may resign and new directors may be appointed. The Company’s operations following the consummation of a transaction will be dependent on the nature of the transaction. There may also be various risks inherent in the transaction, the nature and magnitude of which cannot be predicted.

The Company expects to continue to incur moderate losses each quarter until a transaction considered appropriate by management is effectuate.

Government Regulation

Upon effectiveness of this Form S-1, we will be subject to the Exchange Act and the Sarbanes-Oxley Act of 2002. Under the Exchange Act, we will be required to file with the SEC annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. The Sarbanes-Oxley Act creates a strong and independent accounting oversight board to oversee the conduct of auditors of public companies and to strengthen auditor independence. It also (1) requires steps be taken to enhance the direct responsibility of senior members of management for financial reporting and for the quality of financial disclosures made by public companies; (2) establishes clear statutory rules to limit, and to expose to public view, possible conflicts of interest affecting securities analysts; (3) creates guidelines for audit committee members’ appointment, and compensation and oversight of the work of public companies’ auditors; (4) prohibits certain insider trading during pension fund blackout periods; and (5) establishes a federal crime of securities fraud, among other provisions.

Corporation Information

Our principal executive offices are located at PO Box 26496, Scottsdale, Arizona 85255, and our telephone number is (602) 793-8058. Our website address is www.invechconsulting.com, although the information on our website is not deemed to be part of this prospectus.

Our Common Stock

Our common stock is quoted on OTC Markets Pink Current under the symbol “IVHI”.

THE OFFERING

This prospectus relates to the resale by shareholders as listed in Selling Security Holdings on page 15 as the selling stockholders, selling stockholders of up to 3,277,416 shares of common stock, par value $0.001 per share, of the Company (“Resale Shares”).

Resale Shares

The selling stockholders may sell the Resale Shares on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, in the over-the-counter market, in one or more transactions otherwise than on these exchanges or systems, such as privately negotiated transactions, or using a combination of these methods. See the disclosure under the heading “Plan of Distribution” elsewhere in this prospectus for more information about how the selling stockholders may sell or otherwise dispose of their shares of common stock hereunder.

The selling stockholders may sell any, all or none of the Resale Shares offered by this prospectus and we do not know when or in what amount, the selling stockholders may sell the Resale Shares of common stock hereunder following the effective date of this registration statement.

We will not receive any proceeds from the sale of the Resale Shares by the selling stockholders in the offering described in this prospectus.

Securities Offered

Issuer:		Invech Holdings, Inc.
Trading Market:		The common stock offered in this prospectus is quoted on the OTC Pink Current under the symbol “IVHI”. In the future, we intend to seek to have our common stock listed on a national securities exchange. However, we may not be successful in having our shares listed on a national securities exchange.
Shares of common stock outstanding prior to the offering:		3,277,416
Use of proceeds:		We will not receive any proceeds from the sale of shares of common stock by the selling stockholders in this offering. See “Use of Proceeds.”
Risk factors:		This investment involves a high degree of risk. See “Risk Factors” for a discussion of factors you should consider carefully before making an investment decision.
Plan of Distribution:		The selling stockholders may sell all or a portion of the shares of common stock beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. Registration of the common stock covered by this prospectus does not mean, however, that such shares necessarily will be offered or sold. See “Plan of Distribution.”

RISK FACTORS

AnThis investment inhas ~~our securities involves~~ a high degree of risk. Before ~~You~~you invest you should carefully consider the ~~following information about these~~ risks, ~~together~~and ~~with~~uncertainties ~~the~~described ~~other~~below ~~information~~and ~~about these risks contained in this prospectus, as well as~~ the other information ~~contained~~ in this prospectus ~~generally, before deciding to buy our securities~~. ~~Any~~If any of the following risks weactually ~~describe~~occur, ~~below could adversely affect~~ our business, ~~financial condition,~~ operating results orand ~~prospects.~~financial ~~The~~condition ~~market prices for our securities~~ could ~~decline~~be ifharmed, ~~one~~and orthe ~~more~~value of ~~these~~our stock ~~risks~~could ~~and~~go ~~uncertainties~~down. ~~develop~~This ~~into~~means ~~actual events and~~ you could lose all or a part of your investment. Additional risks and uncertainties that we do not yet know of, or that we currently think are immaterial, may also impair our business operations. You should also refer to the other information contained in this prospectus, including our financial statements and the related notes.

~~RISKS RELATED~~Special TOInformation ~~OUR~~Regarding ~~BUSINESS~~Forward-Looking Statements

Some of the statements in this prospectus are “forward-looking statements.” These forward-looking statements involve certain known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. These factors include, among others, the factors set forth herein under “Risk Factors.” The words “believe,” “expect,” “anticipate,” “intend,” “plan,” and similar expressions identify forward-looking statements. We caution you not to place undue reliance on these forward-looking statements. We undertake no obligation to update and revise any forward-looking statements or to publicly announce the result of any revisions to any of the forward-looking statements in this document to reflect any future or developments. However, the Private Securities Litigation Reform Act of 1995 is not available to us as a non- reporting issuer. Further, Section 27A(b)(2)(D) of the Securities Act and Section 21E(b)(2)(D) of the Securities Exchange Act expressly state that the safe harbor for forward looking statements does not apply to statements made in connection with an initial public offering.

Risks Relating to Our Business

Our business, operating results and financial condition could be seriously harmed as a result of the occurrence of any of the following risks. You could lose all or part of your investment due to any of these risks. You should invest in our common stock only if you can afford to lose your entire investment.

We have incurred operating losses, and have no current source of revenue.

We do not expect to generate revenues until we further our business model. We can provide no assurance that we will produce any material revenues for our stockholders, or that our contemplated business will operate on a profitable basis. We have generated no revenue for the last two fiscal years that are reported in this statement.

We will, likely, sustain operating expenses without corresponding revenues, at least until we generate more business from gyms and our marketing efforts increase the popularity of our brand. This may result in our incurring a net operating loss that will increase until we increase our client base. We cannot assure you that any such business will be profitable at the time.

Our capital resources may not be sufficient to meet our capital requirements, and in the absence of additional resources we may have to curtail or cease business operations.

We have historically generated negative cash flow and losses from operations and could experience negative cash flow and losses from operations in the future. Our independent auditors have included an explanatory paragraph in their report on our financial statements for the fiscal years ended December 31, ~~2022~~2025, and ~~2021~~ 2024 expressing doubt regarding our ability to continue as a going concern. We currently only have a minimal amount of cash available, which will not be sufficient to fund our anticipated future operating needs. The Company will need to raise substantial sums to implement its business plan. There can be no assurance that the Company will be successful in raising funds. To the extent that the Company is unable to raise funds, we will be required to reduce our planned operations or cease any operations.

~~We may encounter substantial competition in the public company compliance consulting industry and our failure to compete effectively may adversely affect our ability to generate revenue~~4

We may encounter substantial competition in the public company compliance consulting industry and our failure to compete effectively may adversely affect our ability to generate revenue.

We believe that existing and new competitors will continue to improve in cost control and performance in whatever business we acquire. We have a good number of competitors, and we will be required to continue to invest in service development and productivity improvements to compete effectively in our industry. Our competitors could develop innovative services or undertake more aggressive and costly marketing campaigns than ours, which may adversely affect our marketing strategies and could have a material adverse effect on our business, results of operations and financial condition.

Regulatory approvals for our services.

At this time the Company is subject to OTC Markets and Securities and Exchange Commission regulations relating to our business model. However, our future business may be subject to additional laws and regulations.

5We may face a number of risks associated with our business services, including the possibility that we may incur substantial debt or convertible debt, which could adversely affect our financial condition.

We may face a number of risks associated with our business services, including the possibility that we may incur substantial debt or convertible debt, which could adversely affect our financial condition

We intend to use reasonable efforts to continue our business within the industry of regulatory compliance consulting for public companies. The risks commonly encountered in implementing and maintaining a business plan is insufficient revenues to offset increased expenses associated with operating expenses, marketing, and possibly finding a merger candidate. Additionally, we operate a small business at this time so our expenses are likely to increase, and it is possible that we may incur substantial debt or convertible debt in order to grow our business, which can adversely affect our financial condition. Incurring a substantial amount of debt or convertible debt may require us to use a significant portion of our cash flow to pay principal and interest on the debt, which will reduce the amount available to fund working capital, capital expenditures, and other general purposes. Our indebtedness may negatively impact our ability to operate our business and limit our ability to borrow additional funds by increasing our borrowing costs, and impact the terms, conditions, and restrictions contained in possible future debt agreements, including the addition of more restrictive covenants; impact our flexibility in planning for and reacting to changes in our business as covenants and restrictions contained in possible future debt arrangements may require that we meet certain financial tests and place restrictions on the incurrence of additional indebtedness and place us at a disadvantage compared to similar companies in our industry that have less debt.

Our future success is highly dependent on the ability of management to locate and attract suitable business opportunities, and our stockholders will not know what business we will enter into until we consummate a transaction with the approval of our then existing directors and officers.

At this time, we have a small operation and continued ~~implementation~~ implementation of our business model is highly speculative, there is a consequent risk of loss of an investment in the Company. The success of our operations will depend to a great extent on the operations, financial condition and management of future business and internal development. While management intends to seek businesses opportunities with entities having established operating histories in ~~additional~~ addition to our marketing efforts, we cannot provide any assurance that we will be successful in locating opportunities meeting that criterion. The success of our operations will be dependent upon management, its financial position and numerous other factors beyond our control.

We will incur increased costs as a result of becoming a reporting company, and given our limited capital resources, such additional costs may have an adverse impact on our profitability.

~~Following~~We ~~the~~are ~~effectiveness of this Form 10, we will be~~ an SEC reporting company. The Company is currently a small business and has limited revenue. However, the rules and regulations under the Exchange Act require a public company to provide periodic reports with interactive data files which will require the Company to engage legal, accounting and auditing services, and XBRL and EDGAR service providers. The engagement of such services can be costly, and the Company is likely to incur losses, which may adversely affect the Company’s ability to continue as a going concern. In addition, the Sarbanes-Oxley Act of 2002, as well as a variety of related rules implemented by the SEC, have required changes in corporate governance practices and generally increased the disclosure requirements of public companies. For example, as a result of becoming a reporting company, we will be required to file periodic and current reports and other information with the SEC and we must adopt policies regarding disclosure controls and procedures and regularly evaluate those controls and ~~process~~processes.

The additional costs we will incur in connection with becoming a reporting company will serve to further stretch our limited capital resources. The expenses incurred for filing periodic reports and implementing disclosure controls and procedures may be as high as $50,000 USD annually. In other words, due to our limited resources, we may have to allocate resources away from other productive uses in order to pay any expenses we incur in order to comply with our obligations as an SEC reporting company. Further, there is no guarantee that we will have sufficient resources to meet our reporting and filing obligations with the SEC as they come due.5

The ~~time~~additional ~~and~~costs ~~cost~~we ofwill ~~preparing~~incur in connection with being a ~~private~~reporting company will serve to ~~become~~further astretch our limited capital resources. The expenses incurred for filing periodic reports ~~public~~and ~~reporting~~implementing ~~company~~disclosure controls and procedures may ~~preclude~~be usas high as $50,000 USD annually. In other words, due to our limited resources, we may have to allocate resources away from ~~entering~~other ~~into~~productive uses in order to pay any expenses we incur in order to comply with our obligations as an ~~acquisition~~SEC orreporting ~~merger~~company. Further, there is no guarantee that we will have sufficient resources to meet our reporting and filing obligations with the ~~most~~SEC ~~attractive~~as ~~private~~they ~~companies~~come due.

The time and cost of preparing a private company to become a public reporting company may preclude us from entering into an acquisition or merger with the most attractive private companies.

From time to time the Company may come across target merger companies. These companies may fail to comply with SEC reporting requirements may delay or preclude acquisitions. Sections 13 and 15(d) of the Exchange Act require reporting companies to provide certain information about significant acquisitions, including certified financial statements for the company acquired, covering one or two years, depending on the relative size of the acquisition. The time and additional costs that may be incurred by some target entities to prepare these statements may significantly delay or essentially preclude consummation of an acquisition. Otherwise, suitable acquisition prospects that do not have or are unable to obtain the required audited statements may be inappropriate for acquisition so long as the reporting requirements of the Exchange Act are applicable.

A Business merger may result in a change of control and a change of management.

In conjunction with a business acquisition, it is anticipated that we may issue an amount of our authorized but unissued common or preferred stock which represents the majority of the voting power and equity of our capital stock, which would result in stockholders of a target company obtaining a controlling interest in us. As a condition of the business combination agreement, our current stockholders may agree to sell or transfer all or a portion of our common stock as to provide the target company with all or majority control. The resulting change in control may result in removal of our present officers and directors and a corresponding reduction in or elimination of their participation in any future affairs.

We depend on our officers, and the loss of their services would have an adverse effect on our business.

We have one officer and director of the Company, and this is critical to our chances for business success. We are dependent on her services to operate our business, and the loss of this person would have an adverse impact on our future operations until such time she could be replaced, if she could be replaced. We do not have employment contracts or employment agreements with our officer, and we do not carry key man life insurance on her life.

Because we are significantly smaller than some of our competitors, we may lack the resources needed to capture market share.

We are at a disadvantage as smaller operating company; we are a development stage business. Many of our competitors have already established their business, more established market presence, and substantially greater financial, marketing, and other resources than do we do. New competitors may emerge and may develop new or innovative services that compete directly with our business services. No assurance can be given that we will be able to compete successfully within the public company compliance industry.

Our ability to use our net operating loss carry-forwards ~~and~~ and certain other tax attributes may be limited.

We have incurred losses during our history. To the extent that we continue to generate taxable losses, unused losses will carry forward to offset future taxable income, if any, until such unused losses expire. Under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, if a corporation undergoes an “ownership change,” generally defined as a greater than 50% change (by value) in its equity ownership over a three-year period, the corporation’s ability to use its pre-change net operating loss carry-forwards, or NOLs, and other pre-change tax attributes (such as research tax credits) to offset its post-change income may be limited. We may experience ownership changes in the future because of subsequent shifts in our stock ownership. As a result, if we earn net taxable income, our ability to use our pre-change net operating loss carryforwards to offset U.S. federal taxable income may be subject to limitations, which could potentially result in increased future tax liability to us. In addition, at the state level, there may be periods during which the use of NOLs is suspended or otherwise limited, which could accelerate or permanently increase state taxes owed.

~~Our ability to hire and retain key personnel will be an important factor in the success of our business and a failure to hire and retain key personnel may result in our inability to grow our business~~6

Our ~~management~~ability ~~has extensive experience when acting in the officer and director capacity, however we will need~~ to hire ~~additional personnel~~ and weretain ~~may~~key ~~not~~personnel will be ~~able~~an toimportant ~~attract~~factor ~~and~~in ~~retain~~ the ~~necessary~~success ~~qualified personnel.~~of Ifour webusiness ~~are~~and ~~unable~~a tofailure ~~retain or~~ to hire ~~qualified~~and ~~personnel~~retain askey ~~required,~~personnel we may ~~not~~result bein ~~able~~our inability to ~~adequately~~grow ~~manage and continue~~ our business ~~model~~.

Our management has extensive experience when acting in the officer and director capacity, however we will need to hire additional personnel, and we may not be able to attract and retain the necessary qualified personnel. If we are unable to retain or to hire qualified personnel as required, we may not be able to adequately manage and continue our business model.

Legal disputes could have an impact on our Company

We engage in business matters that are common to the business world that can result in disputations of a legal nature. In the event the Company is ever sued or finds it necessary to bring suit against others, there is the ~~potential~~possibility that the results of any such litigation could have an adverse impact on the Company.

7Breaches in data security and lapses in data privacy may adversely impact our business operations.

We have not been impacted by breaches in data security or lapses in data privacy, which may occur from time to time. These can vary in scope and intent from motivated driven attacks to malicious attacks intended to disrupt or compromise our operations by targeting our operating system. Breach or circumvention of our system or the systems of third parties, including by ransomware or malware, through vulnerabilities in licensed software or hardware, or as a result of other attacks may lead to disruptions in our business operations; unauthorized access to (or the loss of company access to) competitively sensitive, confidential or other critical data (including sensitive financial or business information) or systems; loss of customers; financial losses; regulatory investigations, enforcement actions and fines; litigation; and misuse or corruption of critical data and proprietary information, any of which could be material.

Additionally, we may rely on third parties to help us to implement and manage our cyber security risk management processes. Any measures that we take, and such third parties take to avoid, detect, mitigate, or recover from material cyber security threats or incidents can be expensive, and may be insufficient, circumvented, or may become ineffective.

Risks Related to Our Shareholders and Shares of Common Stock

Resale limitations of Rule 144(i) on your shares.

According to ~~the~~ Rule 144(i), Rule 144 is not available for the resale of securities initially issued by either a reporting or non-reporting shell company. Moreover, Rule 144(i)(1)(ii) states that Rule 144 is not available to securities initially issued by an issuer that has been “at any time previously” a reporting or non-reporting shell company. Rule 144(i)(1)(ii) prohibits shareholders from utilizing Rule 144 to sell their shares in a company that at any time in its existence was a shell company. However, according to Rule 144(i)(2), an issuer can “cure” its shell status.

To “cure” a company’s current or former shell company status, the conditions of Rule 144(i)(2) must be satisfied regardless of the time that has elapsed since the public company ceased to be a shell company and regardless of when the shares were issued. The availability of Rule 144 for resales of shares issued while the company is a shell company or thereafter may be restricted even after the expiration of the six-month period since it filed its Form S-1 information if the company is not current on all of its periodic reports required to be filed within the SEC during the six months before the date of the shareholder’s sale. Thus, the company must file all 10-Qs and 10K for the preceding six months and since the filing of the Form S-1, or Rule 144 is not available for the resale of securities.

~~Our Company is currently listed as Pink Current Information on the OTC Markets platform~~7

Our ~~stock~~Company ~~quote~~ is currently listed on OTC Markets. The market for our stock is uncertain at this time. Our stock is not eligible for proprietary broker-dealer quotations. All quotes in our stock reflect unsolicited customer orders. Unsolicited-Only stocks have a ~~higher~~fully ~~risk~~reporting ofentity ~~wider spreads, increased volatility,~~ and ~~price dislocations.~~ ~~Investors~~currently may have difficulty selling this stock. An initial review by a broker-dealer under SEC Rule15c2-11 is required for brokers to publish competing quotes and provide continuous market making. Our securities could be particularly illiquid due to being listed onas ~~this market~~OTCID ~~and that if we remain~~ on the ~~Pink~~OTC ~~Current~~Markets ~~Information, it could impede a potential merger, acquisition, reverse merger or our current business pursuant to which the company could cease to be an operating company~~platform.

Our stock quote is currently listed on OTC Markets. The market for our stock is uncertain at this time. Our stock is eligible for proprietary broker-dealer quotations meaning it is Proprietary Quote Eligible (“PQE”) and a Piggyback Qualified security. As such, IVHI stock is one that meets the requirements of the piggyback exception under SEC Rule 15c2-11 and therefore is PQE - “Piggyback” refers to broker-dealers being permitted to rely on the existing quotations of another broker-dealer that initially complied with the information review requirement of the Rule. To qualify for this exception, (1) securities must have at least a one-way, priced, proprietary quotation (bid or ask) within the past four business days; and (2) certain information must be current and publicly available or timely filed. However, the exception does not apply to securities of shell companies after a prescribed period of time, and securities subject to an SEC trading suspension order are ineligible under the exception until sixty (60) calendar days after the expiration of such order.

IVHI’s PQE and Piggyback Qualified status was confirmed via a 15c2-11 filing that was deemed effective by FINRA on September 8, 2025.

The regulation of penny stocks by the SEC may discourage the tradability of our securities.

We are a "“penny stock"” company. Our common stock trades on the OTCQB and we are subject to a SEC rule that imposes special sales practice requirements upon broker-dealers who sell such securities to persons other than established customers or accredited investors. For purposes of the rule, the phrase "“accredited ~~investors"~~ investors” means, in general terms, institutions with assets in excess of $5,000,000, or individuals having a net worth in excess of $1,000,000 or having an annual income that exceeds $200,000 (or that, when combined with a spouse'’s income, exceeds $300,000). For transactions covered by the rule, the broker-dealer must make a special suitability determination for the purchaser and receive the purchaser'’s written agreement to the transaction prior to the sale. Effectively, this discourages broker-dealers from executing trades in penny stocks. Consequently, the rule will affect the ability of investors to sell their securities in any market that might develop therefore because it imposes additional regulatory burdens on penny stock transactions.

In addition, the SEC has adopted a number of rules to regulate "“penny stocks"”. Such rules include Rules 3a51-1, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6, 15g-7, and 15g-9 under the Securities Exchange Act of 1934, as amended. Because our securities constitute "“penny stocks"” within the meaning of the rules, the rules would apply to us and to our securities. The rules will further affect the ability of owners of shares to sell our securities in any market that might develop for them because it imposes additional regulatory burdens on penny stock transactions.

Shareholders should be aware that, according to the SEC, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include (i) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (ii) manipulation of prices through ~~prearranged~~ prearranged matching of purchases and sales and false and misleading press releases; (iii) "“boiler room"” practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (iv) excessive and undisclosed bid-ask differentials ~~and~~ and markups by selling broker-dealers; and (v) the wholesale dumping of the same securities by promoters and broker-dealers after prices ~~have~~ have been manipulated to a desired consequent investor losses. Our management is aware of the abuses that have occurred historically in ~~the~~ the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities.

There is presently a limited public market for our securities.

Our stock is illiquid and an active market may never develop. Future sales of our common stock by existing stockholders pursuant to an effective registration statement or upon the availability of Rule 144 could adversely affect the market price of our common stock. A shareholder who decides to sell some, or all, of their shares in a private transaction may be unable to locate persons who are willing to purchase the shares, given the restrictions. Also, because of the various risk factors described above, the price of the publicly traded common stock may be highly volatile and not provide the true market price of our common stock.

~~There~~Our isstock ~~presently~~trades aon ~~limited~~an ~~public~~unsolicited ~~market~~basis ~~for~~only, so ~~our~~you ~~securities~~may be unable to sell your shares at or near the quoted bid prices if you need to sell a significant number of your shares.

Our common stock trades on an unsolicited basis only on the OTC Markets, and an active market may never develop. Future sales of our common stock by existing stockholders pursuant to an effective registration statement or upon the availability of Rule 144 could adversely affect the market price of our common stock. A shareholder who decides to sell some, or all, of their shares in a private transaction may be unable to locate persons who are willing to purchase the shares, given the restrictions. Also, because of the various risk factors described above, the price of the publicly traded common stock may be highly volatile and not provide the true market price of our common stock.

Our stock trades on an unsolicited basis only, so you may be unable to sell your shares at or near the quoted bid prices if you need to sell a significant number of your shares

Even if our stock becomes trading, it is likely that our common stock will be thinly traded, meaning that the number of persons interested in purchasing our common shares at or near bid prices at any given time may be relatively small or non-existent. This situation is attributable to a number of factors, including the fact that we are a small company which is relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk-averse and would be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of our shares until such time as we became more seasoned and viable. Consequently, there may be periods of several days or more when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price. We cannot give you any assurance that a broader or more active public trading market for our common shares will develop or be sustained, or that current trading levels will be sustained. Due to these conditions, we can give you no assurance that you will be able to sell your shares at or near bid prices or at all if you need money or otherwise desire to liquidate your shares.

We may issue more shares in an acquisition or merger, which will result in substantial dilution.

Our Articles of Incorporation, as amended, authorize the Company to issue an aggregate of 500,000,000 shares of common stock of which 10100,521,335 shares are currently outstanding and 5,000,000 shares of Preferred Stock are authorized, of which 1,000,000 shares of Series A Convertible Preferred Stock are authorized and 300,000 are outstanding.

Any acquisition or merger effected by the Company may result in the issuance of additional securities without stockholder approval and may result in substantial dilution in the percentage of our common stock held by our then existing stockholders. If our convertible preferred stockholders choose to convert their stocks to common stocks, the stocks they receive are newly issued. This increases the total number of common shares. Because the number of common shares increases while the value of the company remains the same, the value of existing shares goes down. In other words, the new common shares dilute the value of all the common shares, which drives down the share price, ~~give~~gives current shareholders fewer voting rights and less ownership of the company.

Moreover, shares of our common stock issued in any such merger or acquisition transaction may be valued on an arbitrary or non-arm’s-length basis by our management, resulting in an additional reduction in the percentage of common stock held by our then existing stockholders. In an acquisition -type transaction, our Board of Directors has the power to issue any, or all, of such authorized but unissued shares without stockholder approval. To the extent that additional shares of common stock are issued in connection with a business combination or otherwise, dilution to the interests of our stockholders will occur and the rights of the holders of common stock might be materially adversely affected.

Obtaining additional capital though the sale of common stock will result in dilution of stockholder interests.

We may raise additional funds in the future by issuing additional shares of common stock or other securities, which may include securities such as convertible debentures, warrants or preferred stock that are convertible into common stock. Any such sale of common stock or other securities will lead to further dilution of the equity ownership of existing holders of our common stock. Additionally, the existing conversion rights may hinder future equity offerings, and the exercise of those conversion rights may have an adverse effect on the value of our stock. If any such conversion rights are exercised at a price below the then current market price of our shares, then the market price of our stock could decrease upon the sale of such additional securities. Further, if any such conversion rights are exercised at a price below the price at which any stockholder purchased shares, then that particular stockholder will experience dilution in his or her investment.

Our director has the authority to authorize the issuance of preferred stock.

Our Articles of Incorporation, as amended, authorize the Company to issue an aggregate of 5,000,000 shares of Preferred Stock. Our directors, without further action by our stockholders, have the authority to issue shares to be determined by our board of directors of Preferred Stock with the relative rights, conversion rights, voting rights, preferences, special rights, and qualifications as determined by the board without approval by the shareholders. Any issuance of Preferred Stock could adversely affect the rights of holders of common stock. Additionally, any future issuance of preferred stock may have the effect of delaying, deferring, or preventing a change in control of the Company without further action by the shareholders and may adversely affect the voting and other rights of the holders of common stock. Our Board does not intend to seek shareholder approval prior to any issuance of currently authorized stock, unless otherwise required by law or stock exchange rules.

We have never paid dividends on our common stock, nor are we likely to pay dividends in the foreseeable future. Therefore, you may not derive any income solely from ownership of our stock.

We have never declared or paid dividends on our common stock and do not presently intend to pay any dividends in the foreseeable future. We anticipate that any funds available for payment of dividends will be re-invested into the Company to further our business strategy. This means that your potential for economic gain from ownership of our stock depends on appreciation of our stock price and will only be realized by a sale of the stock at a price higher than your purchase price.

If we are unable to establish appropriate internal financial reporting controls and procedures, it could cause us to fail to meet our reporting obligations, result in the restatement of our financial statements, harm our operating results, subject us to regulatory scrutiny and sanction, cause investors to lose confidence in our reported financial information and have a negative effect on the market price for shares of our common stock.

Effective internal controls are necessary for us to provide reliable financial reports and to prevent fraud effectively. We maintain a system of internal control over financial reporting, which is defined as a process designed by, or under the supervision of, our principal executive officer and principal financial officer, or persons performing similar functions, and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

As a public company, we have significant requirements for enhanced financial reporting and internal controls. We are required to document and test our internal control procedures in order to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, which requires annual management assessments of the effectiveness of our internal controls over financial reporting. The process of designing and implementing effective internal controls is a continuous effort that requires us to anticipate and react to changes in our business and economic and regulatory environments, and to expend significant resources to maintain a system of internal controls that is adequate to satisfy our reporting obligations as a public company.

We cannot assure you that we will, in the future, identify areas requiring improvement in our internal control over financial reporting. We cannot assure you that the measures we will take to remediate any areas in need of improvement will be successful or that we will implement and maintain adequate controls over our financial processes and reporting in the future as we continue our growth. If we are unable to establish appropriate internal financial reporting controls and procedures, it could cause us to fail to meet our reporting obligations, result in the restatement of our financial statements, harm our operating results, subject us to regulatory scrutiny and sanction, cause investors to lose confidence in our reported financial information and have a negative effect on the market price for shares of our common stock.

Our Articles of Incorporation provide our directors with limited liability.

Our Articles of Incorporation state that our directors shall not be personally liable to us or any stockholder for monetary damages for breach of fiduciary duty as a director, except for any matter in respect of which such director shall be liable under Section 78.138(7) of the Nevada Revised Statutes (the “NRS”) or shall be liable because the director (1) shall acted or omitted to act which involves intentional misconduct, fraud or a knowing violation of law; or (2) paid dividends in violation of Section 78.300 of the NRS. Our Articles of Incorporation further state that the liability of our directors shall be eliminated or limited to the fullest extent permitted by the NRS, as it may be amended. These provisions may discourage stockholders from bringing suit against a director for breach of fiduciary duty and may reduce the likelihood of derivative litigation brought by stockholders on our behalf against a director.

Our financial controls and procedures may not be sufficient to ensure timely and reliable reporting of financial information, which, as a public company, could materially harm our stock price.

As a public reporting company, we require significant financial resources to maintain our public reporting status. We cannot assure you we will be able to maintain adequate resources to ensure that we will not have any future material weakness in our system of internal controls. The effectiveness of our controls and procedures may in the future be limited by a variety of factors including:

·● faulty human judgment and simple errors, omissions or mistakes; ● fraudulent action of an individual or collusion of two or more people; ● inappropriate management override of procedures; and ● the possibility that any enhancements to controls and procedures may still not be adequate to assure timely and accurate financial information.

· raudulent action of an individual or collusion of two or more people;

· inappropriate management override of procedures; and

· the possibility that any enhancements to controls and procedures may still not be adequate to assure timely and accurate financial information.

Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States of America. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

Despite these controls, because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives. Furthermore, smaller reporting companies like us face additional limitations. Smaller reporting companies employ fewer individuals and can find it difficult to employ resources for complicated transactions and effective risk management. Additionally, smaller reporting companies tend to utilize general accounting software packages that lack a rigorous set of software controls.

Our management assessed the effectiveness of our internal control over financial reporting as of September 30, ~~2023~~2025 and concluded as a result of material weaknesses in our internal control over financial reporting, our disclosure controls and procedures were not effective as of September 30, ~~2023~~2025 The ineffectiveness of our disclosure controls and procedures was due to the following material weaknesses our internal control over financial reporting, which are common to many small companies: (1) lack of sufficient personnel commensurate with the Company’s reporting requirements; (2) the Company did not consistently establish appropriate authorities and responsibilities in pursuit of the Company’s financial reporting objectives; and (3) insufficient written documentation or training of internal control policies and procedures which provide staff with guidance or framework for accounting and disclosing financial transactions (4) the Company has only one officer and director.

If we fail to have effective controls and procedures for financial reporting in place, we could be unable to provide timely and accurate financial information and be subject to investigation by the Securities and Exchange Commission (the “SEC”) and civil or criminal sanctions.

Because our directors and executive officers are among our largest stockholders, they can exert significant control over our business and affairs and have actual or potential interests that may depart from those of investors.

Certain of our executive officers and directors own a significant percentage of shares of our outstanding capital stock. As of the date of this prospectus, our executive officers and directors and their respective ~~affiliates~~ affiliate beneficially ~~own~~owns 100% of the outstanding voting stock for our Preferred A shares and ~~23.5%~~approximately 90% of the outstanding voting stock for our Common shares. The holdings of our directors and executive officers may increase further in the future upon vesting or other maturation of exercise rights under any of the options or warrants they may hold or in the future be granted, or if they otherwise acquire additional shares of our common stock. The interests of such persons may differ from the interests of our other stockholders. As a result, in addition to their board seats and offices, such persons will have significant influence and control over all corporate actions requiring stockholder approval, irrespective of how our company’s other stockholders may vote, including the following actions:

·● to elect or defeat the election of our directors; and ● to amend or prevent amendment of our articles of incorporation or by-laws; and ● to effect or prevent a merger, sale of assets or other corporate transaction; and ● to control the outcome of any other matter submitted to our stockholders for a vote.

· to amend or prevent amendment of our articles of incorporation or by-laws;

· to effect or prevent a merger, sale of assets or other corporate transaction; and

· to control the outcome of any other matter submitted to our stockholders for a vote.

This concentration of ownership by itself may have the effect of impeding a merger, consolidation, takeover or other business consolidation, or discouraging a potential acquirer from making a tender offer for our common stock, which in turn could reduce the price of the shares of our common stock price or prevent our stockholders from realizing a premium over the price of our common stock.

InOur ~~addition,~~Preferred ~~Section~~A 13shareholder has over 80% of ~~our~~the ~~By-laws~~voting shares ~~state~~and will carry the ~~following;~~necessary votes to determine the outcome for all the above-mentioned actions.

Section 13 Super Majority Votes: Motions on the following issues shall require the vote of at least sixty-five percent (65%) of the Stockholders to carry:

A. Amending these By-Laws;

B. Capital Contributions;

C. Removal of the Director or any Officer;

D. Issuing New Shares of stock;

E. Issuing New Classes of Shares;

F. Terminating or rejecting the defense or indemnity of any Director, Officer, agent, or employee; and

G. Terminating, Dissolving, or winding down the business affairs of the Corporation or liquidating more than half of the assets and property of the Corporation.

Our Preferred A shareholder has over 65% of the voting shares and will carry the necessary votes to determine the outcome for all of the above-mentioned actions.

Section 15 of our By-laws state the following;

Section 15 Stock Transfer Restrictions. A Stockholder contemplating a sale or transfer of any shares of Stock in the Corporation to any third party shall first provide written Notice of Intent to Sell Stock to the Board and all the other Stockholders which shall include the name of the proposed purchaser and the full terms and conditions of the proposed sale. The other Stockholders shall have thirty (30) days from Notice of Intent to Sell Stock to give written Notice of Intent to Purchase Stock on the same terms and conditions as set forth in the Notice of Intent to Sell Stock.

If no Stockholder gives Notice of Intent to Purchase Stock within thirty (30) days, then the Stockholder may sell as set forth in the Notice of Intent to Sell Stock provided that a majority of the remaining Stockholders approve the sale or transfer to the proposed third-party purchaser.

Any purported sale or transfer of shares of Stock in the Corporation undertaken without compliance with all the provisions of Section 15 shall be void and without effect.

Any potential purchaser of shares of Stock in the Corporation Buyer shall be advised of the restrictions imposed by these By-Laws and Nevada law, including but not limited to Chapters 78, 78A, and 90 of the Nevada Revised Statutes.

Under Section 78.242 of the Nevada Revised Statutes, this provision applies to the holders of restricted stock that has not been registered in is being sold or transferred in a private sale. It is the policy of our Board to review the private sale and approve the sale if all required documentation is in order. The majority stockholder must also approve the sale. In this case, it is our Preferred A Stock shareholder, who is also our sole officer and director.

The Financial Industry Regulatory Authority, or FINRA, has adopted sales practice requirements that may also limit a stockholder’s ability to buy and sell our stock.

In addition to the “penny stock” rules described above, FINRA has adopted rules that require that, in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

Trends, Risks and Uncertainties

We have sought to identify what we believe to be the most significant risks to our business, but we cannot predict whether, or to what extent, any of such risks may be realized nor can we guarantee that we have identified all possible risks that might arise. Investors should carefully consider all of such risk factors before making an investment decision with respect to our common stock.

~~CAUTIONARY~~Risks ~~NOTE~~Related ~~REGARDING~~to ~~FORWARD-LOOKING~~the ~~STATEMENTS~~Offering

~~The~~Our ~~information~~existing ~~contained~~stockholders ~~in this prospectus includes forward-looking statements. These forward-looking statements are often identified by words such as “~~may,” ~~“could,”~~experience ~~“estimate,”~~significant ~~“intend,”~~dilution “continue,” “believe,” “expect” or “anticipate” or other similar words. These statements involve estimates, assumptions and uncertainties that could cause actual results to differ materially from ~~those expressed for~~ the ~~reasons~~sale ~~described~~of ~~in this prospectus. You should be aware that~~ our ~~actual~~common ~~results~~stock ~~could~~pursuant ~~differ~~to ~~materially from those contained in~~ the ~~forward-looking~~GHS ~~statements~~Financing ~~due to a number of factors~~Agreement. ~~You should not place undue reliance on these forward-looking statements.~~

~~You~~The ~~should~~sale ~~also~~of ~~consider~~our ~~carefully~~common ~~the~~stock ~~statements~~to ~~under~~GHS ~~“Risk~~Investments LLC ~~Factors”~~in ~~and~~accordance ~~other~~with ~~sections~~the ofFinancing ~~this~~Agreement ~~prospectus,~~may ~~which~~have ~~address~~a ~~additional~~dilutive ~~factors~~impact ~~that~~on ~~could~~our ~~cause~~shareholders. ~~our~~As ~~actual~~a ~~results~~result, tothe ~~differ~~market ~~from~~price of our common ~~those~~stock ~~set~~could ~~forth~~decline. inIn addition, the ~~forward-looking~~lower ~~statements~~our ~~and~~stock ~~could~~price ~~materially~~is ~~and~~at ~~adversely~~the ~~affect~~time we exercise our ~~business~~put options, ~~operating~~the ~~results~~more ~~and~~shares ~~financial~~of our common ~~condition.~~stock ~~All~~we ~~subsequent~~will ~~written~~have ~~and~~to ~~oral~~issue ~~forward-looking~~to ~~statements~~GHS ~~attributable~~in order to usexercise ora ~~persons~~put ~~acting~~under onthe Financing Agreement. If our ~~behalf~~stock ~~are~~price ~~expressly~~decreases, then our existing ~~qualified~~shareholders inwould ~~their~~experience ~~entirety~~greater bydilution ~~the~~for ~~applicable~~any ~~cautionary~~given ~~statements~~dollar amount raised through the offering.

The ~~forward-looking~~perceived ~~statements~~risk ~~speak only as~~ of ~~the~~dilution ~~date~~may oncause ~~which~~our ~~they~~stockholders ~~are made, and, except~~ to ~~the~~sell ~~extent~~their ~~required by federal securities laws~~shares, wewhich ~~undertake~~may nocause ~~obligation~~a todecline ~~update~~in ~~any~~the ~~forward-looking~~price ~~statement to~~of ~~reflect~~our ~~events~~common orstock. ~~circumstances~~Moreover, ~~after~~ the ~~date~~perceived onrisk ~~which~~of ~~the~~dilution ~~statement~~and isthe ~~made~~resulting downward orpressure toon ~~reflect~~our ~~the~~stock ~~occurrence~~price ofcould ~~unanticipated~~encourage ~~events. In~~investors ~~addition,~~to weengage ~~cannot~~in ~~assess~~short ~~the~~sales ~~impact~~ of ~~each~~our ~~factor~~common onstock. ~~our~~By ~~business~~increasing or the ~~extent~~number of toshares ~~which~~offered ~~any~~for ~~factor~~sale, ormaterial ~~combination~~amounts of ~~factors, may~~short ~~cause~~selling ~~actual~~could ~~results~~further contribute to ~~differ~~progressive ~~materially~~price ~~from~~declines ~~those contained~~ in ~~any~~our ~~forward-looking~~common ~~statements~~stock.

~~DIVIDEND~~The ~~POLICY~~issuance of shares pursuant to the GHS Financing Agreement may have a significant dilutive effect.

WeDepending ~~have~~on ~~never~~the ~~declared~~number orof ~~paid~~shares ~~dividends~~we onissue pursuant to the GHS Financing Agreement, it could have a significant dilutive effect upon our ~~common~~existing ~~stock~~shareholders. WeAlthough dothe number of shares ~~not~~that ~~intend~~we may issue pursuant to ~~pay~~the ~~cash~~Financing ~~dividends~~Agreement will vary based on our ~~common~~ stock ~~for~~price (the ~~foreseeable~~higher ~~future~~our stock price, ~~but~~the ~~currently~~less ~~intend~~shares we have to ~~retain~~issue), ~~any~~there ~~future~~may ~~earnings~~be ~~to fund~~a ~~the~~potential ~~development~~dilutive ~~and~~effect ~~growth~~to of our ~~business.~~shareholders, ~~The~~based ~~payment~~on ofdifferent ~~dividends~~potential iffuture ~~any~~stock prices, onif the ~~our~~full ~~common~~amount ~~stock~~of ~~will~~the ~~rest~~Financing ~~solely~~Agreement ~~within~~is realized. Dilution is based upon the ~~discretion of~~common ~~our~~stock ~~board~~put ofto ~~directors~~GHS and ~~will~~the ~~depend,~~stock ~~among~~price ~~other~~discounted to ~~things,~~GHS’s ~~upon~~purchase ~~our~~price ~~earnings,~~of ~~capital~~80% ~~requirements,~~of ~~financial~~the ~~condition,~~lowest ~~and~~trading ~~other relevant~~price ~~factors~~during the pricing period.

GHS Investments LLC will pay less than the then-prevailing market price of our common stock, which could cause the price of our common stock to decline.

Our common stock to be issued under the GHS Financing Agreement will be purchased at a twenty percent (20%) discount to, or eighty percent (80%) of, the lowest trading price during the ten (10) consecutive trading days immediately preceding our notice to GHS of our election to exercise our “put” right.

GHS has a financial incentive to sell our shares immediately upon receiving them to realize the profit between the discounted price and the market price. If GHS sells our shares, the price of our common stock may decrease. If our stock price decreases, GHS may have further incentive to sell such shares. Accordingly, the discounted sales price in the Financing Agreement may cause the price of our common stock to decline.

We may not have access to the full amount under the Financing Agreement.

On March 25, 2026, the lowest traded price of the Company’s common stock during the prior ten (10) consecutive trading day period was $0.06. At that price, we would be able to sell shares to GHS under the Financing Agreement at the discounted price of $0.048. At that discounted price, the 30,000,000 shares registered for issuance to GHS under the Financing Agreement would, if sold by us to GHS, result in aggregate proceeds of approximately $1,440,000, which is substantially less than the maximum amount of common stock that may be sold to GHS under the Financing Agreement, which maximum amount is $10,000,000. There is no guarantee that we will receive any minimum amount of proceeds under the Financing Agreement.

Since our common stock is thinly traded it is more susceptible to extreme rises or declines in price, and you may not be able to sell your shares at or above the price paid.

Since our common stock is thinly traded its trading price is likely to be highly volatile and could be subject to extreme fluctuations in response to various factors, many of which are beyond our control, including (but not necessarily limited to):

	●	the trading volume of our shares;
	●	the number of securities analysts, market-makers and brokers following our common stock;
	●	new products or services introduced or announced by us or our competitors;
	●	actual or anticipated variations in quarterly operating results;
	●	conditions or trends in our business industries;
	●	announcements by us of significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments;
	●	additions or departures of key personnel;
	●	sales of our common stock; and
	●	general stock market price and volume fluctuations of publicly-traded, and particularly microcap, companies.

Investors may have difficulty reselling shares of our common stock, either at or above the price they paid for our stock, or even at fair market value. The stock markets often experience significant price and volume changes that are not related to the operating performance of individual companies, and because our common stock is thinly traded it is particularly susceptible to such changes. These broad market changes may cause the market price of our common stock to decline regardless of how well we perform as a company. In addition, there is a history of securities class action litigation following periods of volatility in the market price of a company’s securities. Although there is no such litigation currently pending or threatened against us, such a suit against us could result in the incursion of substantial legal fees, potential liabilities and the diversion of management’s attention and resources from our business. Moreover, and as noted below, our shares are currently traded on the OTC Link (OTC Pink tier) and, further, are subject to the penny stock regulations. Price fluctuations in such shares are particularly volatile and subject to potential manipulation by market-makers, short-sellers and option traders.

~~MARKET~~USE ~~FOR~~OF ~~COMMON EQUITY AND RELATED STOCKHOLDER MATTERS~~PROCEEDS

~~Our~~The ~~shares~~Company ~~are~~will ~~currently~~use ~~listed~~the onproceeds from the ~~OTC~~sale ~~Market~~of the ~~Pink~~Shares ~~Sheets~~for ~~under~~general corporate and working capital purposes and acquisitions of assets, businesses or operations or for other purposes that the ~~symbol~~Board ~~“IVHI”~~of Directors, in good faith, deem to be in the best interest of the Company.

~~The~~DETERMINATION ~~following~~OF ~~table~~OFFERING sets forth the high and low prices for our common stock per quarter as reported by the OTC Markets based on our fiscal year end December 31, 2021 and 2022. These prices represent quotations between dealers without adjustment for retail mark-up, markdown or commission and may not represent actual transactions.PRICE

	HIGH		LOW
Fiscal Year 2022
First Quarter (Jan.1, 2022 – March 31, 2022)	$	.135	$	.135
Second Quarter (April 1, 2022– June 30, 2022)		.135		.135
Third Quarter (July 1, 2022 – Sept. 30, 2022)		.135		.135
Fourth Quarter (Oct. 1, 2022 – Dec. 31, 2022)		.135		.135
Fiscal Year 2021
First Quarter (Jan.1, 2021 – March 31, 2021)	$	1.16	$	.55
Second Quarter (April 1, 2021– June 30, 2021)		1.16		.128
Third Quarter (July 1, 2021 – Sept. 30, 2021)		.165		.135
Fourth Quarter (Oct. 1, 2021 – Dec. 31, 2021)		.135		.135

We have not set an offering price for the shares registered hereunder, as the only shares being registered are those sold pursuant to the GHS Financing Agreement. GHS may sell all or a portion of the shares being offered pursuant to this prospectus at fixed prices and prevailing market prices at the time of sale, at varying prices or at negotiated prices.

As of January 8, 2024, there were 10,521,336 shares of the registrant's $0.001 par value common stock issued and outstanding, which were owned by approximately 292 holders of record, based on information provided by our transfer agent.DILUTION

~~Transfer~~Not ~~Agent~~applicable. The shares registered under this registration statement are not being offered for purchase. The shares are being registered on behalf of our selling shareholder pursuant to the GHS Financing Agreement.

The transfer agent and registrar for our common stock is Pacific Stock Transfer.

ITEM 4. USE OF PROCEEDS

We will not receive any proceeds upon the sale of shares by the selling stockholder in this offering. See “Plan of Distribution” elsewhere in this prospectus for more information.

ITEM 5. DETERMINATION OF OFFERING PRICE

Our common stock is presently traded on the OTC Market under the symbol “IVHI”. The selling shareholder will sell its shares at prevailing market prices or privately negotiated prices. We will not receive proceeds from the sale of shares from the selling shareholder.

ITEM 6. DILUTION.

To the extent that we sell and issue additional shares of our common stock in the future, there may be further dilution to investors participating in this offering. In addition, we may choose to raise additional capital because of market conditions or strategic considerations, even if we believe that we have sufficient funds for our current or future operating plans. If we raise additional capital through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholders.

~~ITEM 7.~~ SELLING SECURITY ~~HOLDERS~~HOLDER

~~Selling Stockholder Table~~The selling stockholder identified in this prospectus may offer and sell up to 30,000,000 shares of our common stock, which consists of shares of common stock to be sold by GHS pursuant to the Financing Agreement. If issued presently, the shares of common stock registered for resale by GHS would represent 22.9% of our issued and outstanding shares of common stock as of March 25, 2026.

Name of Shareholder	Affiliate (5% Shareholder, Officer/Director, Other Affiliation	Securities Beneficially Owned Prior to Offering (5)	% Beneficial Ownership Before Offering if More Than 1%	Securities Being Offered	% Beneficial Ownership After Offering if More Than 1%
	None of the listed shareholders are officers/directors or have any affiliation		All Shareholders own less than 1%	All Shareholders are offering 100% of Shares owned	All Shareholders own less than 1%
Eric Bao		50,000
LEUNG CHE FUNG		50,000
CHAN CHUNG HOE		50,000
XIAO WEN LIN		50,000
CHUN QING LIU		50,000
HAO FENG NI		50,000
TAN WEI SHENG		50,000
MARCUS VOO WEI SYN		50,000
LI YI TUNG		50,000
YU HUA WANG		50,000
LOW WEN YEONG		50,000
LAM YAU MAN		50,000
JING CUI		45,000
JIAN CHAO CHEN		40,001
XIAO HUA HUANG		40,000
YAN YA WANG		40,000
KA ZHENG		40,000
YAN JUAN ZHENG		40,000
ALEX CHEN		30,000
BIN CHEN		30,000
RUI FANG CHEN		30,000
YING CHEN		30,000
YEEWA LAM		30,000
WEN ZHONG LI		30,000
JIN YOU LIN		30,000
RICKY LIN		30,000
XIAN FENG OU		30,000
LAMCHOW CHUN P		30,000
MENG HUI WANG		30,000
WEI QING WANG		30,000
LI MIN WEI		30,000
CHOI CHUN WONG		30,000
TUNG HUNG WONG		30,000
JIN LING YOU		30,000
HONG QIU ZHENG		30,000
XIN ZHENG		30,000
YUE HUA ZHENG		30,000
WONG SUK WAI		30,000
CHENG IOK WA		25,000
BINFENG CAO		22,889
JUAN FANG CHEN		20,000
MEICHING CHU		20,000

We may require the selling stockholder to suspend the sales of the shares of our common stock being offered pursuant to this prospectus upon the occurrence of any event that makes any statement in this prospectus or the related registration statement untrue in any material respect or that requires the changing of statements in those documents in order to make statements in those documents not misleading.

The selling stockholder identified in the table below may from time to time offer and sell under this prospectus any or all of the shares of common stock described under the column “Shares of Common Stock Being Offered” in the table below.

GHS will be deemed to be an underwriter within the meaning of the Securities Act. Any profits realized by such selling stockholder may be deemed to be underwriting commissions.

Information concerning the selling stockholder may change from time to time and, if necessary, we will amend or supplement this prospectus accordingly. We cannot give an estimate as to the number of shares of common stock that will actually be held by the selling stockholder upon termination of this offering, because the selling stockholders may offer some or all of the common stock under the offering contemplated by this prospectus or acquire additional shares of common stock. The total number of shares that may be sold, hereunder, will not exceed the number of shares offered, hereby. Please read the section entitled “Plan of Distribution” in this prospectus.

The manner in which the selling stockholder acquired or will acquire shares of our common stock is discussed below under “The Offering.”

The following table sets forth the name of each selling stockholder, the number of shares of our common stock beneficially owned by such stockholder before this offering, the number of shares to be offered for such stockholder’s account and the number and (if one percent or more) the percentage of the class to be beneficially owned by such stockholder after completion of the offering. The number of shares owned are those beneficially owned, as determined under the rules of the SEC, and such information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares of our common stock as to which a person has sole or shared voting power or investment power and any shares of common stock which the person has the right to acquire within 60 days, through the exercise of any option, warrant or right, through conversion of any security or pursuant to the automatic termination of a power of attorney or revocation of a trust, discretionary account or similar arrangement, and such shares are deemed to be beneficially owned and outstanding for computing the share ownership and percentage of the person holding such options, warrants or other rights, but are not deemed outstanding for computing the percentage of any other person. Beneficial ownership percentages are calculated based on 100,959,932 shares of our common stock outstanding as of March 25, 2026.

XIU YUN DONG		20,000
XIUYING FANG		20,000
JIAN WU LI		20,000
PEI QIN LI		20,000
JIE YONG LIAN		20,000
ZHEN FEI LIU		20,000
NHI KHIET LU		20,000
YUCHEN PENG		20,000
ZHENG CHUN ZENG		20,000
ZHEN SHAN ZHANG		20,000
YONG PING ZHENG		20,000
JIE WU HE		20,000
XIAO LIANG HE		15,000
KAI WEN LIN		15,000
ZU XUN SHI		15,000
LILI ZHENG		15,000
QIN JIE ZHENG		15,000
KERRISLANE CAPITAL CORP		15,000
JIANSHENG CAI		11,000
GUIHONG CHA		10,000
CHEUNG HUNG CHAK		10,000
LAI LING CHAN		10,000
JIAO CHANG		10,000
HUI CHEN		10,000
SHUILIAN CHEN		10,000
MAK KWAN HING CONNIE		10,000
YING LI		10,000
YU ZUO LIANG		10,000
LIANGPING DENG		10,000
YIK MIU LING		10,000
CAO LINGLI		10,000
XIAOXUE LIU		10,000
XUE ZHEN LIU		10,000
YINYIN LIU		10,000
QIANNAN LONG		10,000
DAN NOVELL LUO		10,000
YOUNGHO PAE		10,000
XIAOLI PAN		10,000
HONGMEI PENg		10,000
GUIZHEN QIU		10,000
YUJUAN SHAO		10,000
FENG SONG		10,000
CHUN YING SUN		10,000
SHU YUN WANG		10,000
ZHUANJIAO WANG SHIMIN WU		10,000
XINGYAN WU		10,000
LIMEI XIE		10,000
YUYUN XIE		10,000
BING XU		10,000
DAIFENG XUE		10,000
CONGCONG YE		10,000
LIN YINGJUN		10,000
XIUJIN YU		10,000

Unless otherwise set forth below, (a) the persons and entities named in the table have sole voting and sole investment power with respect to the shares set forth opposite the selling stockholder’s name, subject to community property laws, where applicable, and (b) no selling stockholder had any position, office or other material relationship within the past three years, with us or with any of our predecessors or affiliates. The number of shares of common stock shown as beneficially owned before the offering is based on information furnished to us or otherwise based on information available to us at the timing of the filing of the registration statement of which this prospectus forms a part.

Shares
Owned by
the Selling
Stockholders

Shares of

Number of Shares to
be Owned by Selling
Stockholder After the
Offering and Percent
of Total Issued and
Outstanding Shares

Name of Selling Stockholder

before the

Offering (1)

Common Stock

Being Offered

# of
Shares (2)

% of
Class (2)

GHS Investments LLC (3)

438,597 (4)

30,000,000 (5)

Notes:

(1)	Beneficial ownership is determined in accordance with Securities and Exchange Commission rules and generally includes voting or investment power with respect to shares of common stock. Shares of common stock subject to options, warrants and convertible debentures currently exercisable or convertible, or exercisable or convertible within 60 days, are counted as outstanding. The actual number of shares of common stock issuable upon the conversion of the convertible debentures is subject to adjustment depending on, among other factors, the future market price of our common stock, and could be materially less or more than the number estimated in the table.
(2)	Because the selling stockholders may offer and sell all or only some portion of the 30,000,000 shares of our common stock being offered pursuant to this prospectus and may acquire additional shares of our common stock in the future, we can only estimate the number and percentage of shares of our common stock that any of the selling stockholders will hold upon termination of the offering.
(3)	Mark Grober exercises voting and dispositive power with respect to the shares of our common stock that are beneficially owned by GHS, and therefore he may be deemed to be the beneficial owner of shares held in the name of GHS.
(4)	Consists of 438,597 shares of common stock that were issued to GHS upon entering into the Financing Agreement on or about March 3, 2026 as a equity incentive.
(5)	Consists of up to 30,000,000 shares of common stock to be sold by GHS pursuant to the Financing Agreement.

YAN QIN ZHANG		10,000
YUAN JUN ZHAO		10,000
GUANG LIANG ZHEN		10,000
HUI LING CHEN		10,000
HONG YUN LI		8,000
JIE CHEN		7,950
ERIC H FLETCHER		5,000
JAUW KIM HOEA		5,000
RED DOT CAPITAL INC		5,000
RED DOT MANAGEMENT INC		5,000
CHEE L LAU		5,000
GUANG HUA LI		5,000
XIU LAN QIU		5,000
STEFANIE GAO YAN		5,000
HE XIN YANG		5,000
KEVIN H GAO		4,069
HE YING SONG		4,000
MARIO J BALESTRIERI TR		4,000
HE LI JUN		3,672
RUO QI CHEN		3,500
ZHONG PING CHEN		3,000
YI LING KUO LEUNG		3,000
CHUN XIU LI		3,000
FENG LI		3,000
MARIO J BALESTRIERI FAMILY TRUST		3,000
SAU MAN WONG		3,000
LENHART CONSULTING AG		3,000
WEN BO LIN		2,650
ZHU XIAN ZHAO		2,500
AI ZHEN CHEN		2,500
XIAO FANG LIANG		2,000
CHUNG HSUAN LIN		2,000
JASON ZHAO SHENG LUO		2,000
PERSONALVORSORGESTIFTUNG DER MEIER & CIE AG		2,000
KEPPEL COMMUNICATIONS PTE LTD		1,810
TONG CHEN		1,663
PIN REN LI		1,000
MEI LING ZOU		1,000
CHIU CHI FAI		1,000
CHEUNG WAI HA		889
NG SHUK KING		889
CHOI WAI KWAN		889
CHAN LAI LING		889
TANG MAN KUEN MABEL		889
WONG TAN MING		889
LUI MING SUN		889
CHAN CHUN TAK		889
LEUNG LAI WAH		889
YIP YIM MING		889
GREGORY S YANKE LAW CORPORATION AS TRUSTEES		888
618335 BC LTD		750
CRYSTAL ZHANG		750

THE OFFERING

On March 3, 2026, we entered into an Equity Financing Agreement (the “Financing Agreement”) with GHS Investments LLC (“GHS”). Although we are not mandated to sell shares under the Financing Agreement, the Financing Agreement gives us the option to sell to GHS, up to $10,000,000 worth of our common stock over the period ending twenty-four (24) months after the date of the Financing Agreement (March 3, 2028). The $10,000,000 was stated as the total amount of available funding in the Financing Agreement because this was the maximum amount that GHS agreed to offer us in funding. There is no assurance the market price of our common stock will increase in the future. The number of common shares that remain issuable may not be sufficient, dependent upon the share price, to allow us to access the full amount contemplated under the Financing Agreement. If the bid/ask spread remains the same as it was as of March 25, 2026, we will not be able to place put(s) for the full commitment under the Financing Agreement. Based on the lowest traded price of our common stock during the ten (10) consecutive trading day period preceding March 25, 2026, of $0.06, the registration statement covers the offer and possible sale of a maximum of 30,000,000 for gross proceeds of only approximately $1,440,000.

The purchase price of the common stock will be set at eighty percent (80%) of the lowest trading price of the common stock during the ten (10) consecutive trading day period immediately preceding the date on which the Company delivers a put notice to GHS. In addition, there is an ownership limit for GHS of 4.99%.

GHS is not permitted to engage in short sales involving our common stock during the term of the commitment period. In accordance with Regulation SHO, however, sales of our common stock by GHS after delivery of a put notice of such number of shares reasonably expected to be purchased by GHS under a put will not be deemed a short sale.

In addition, we must deliver the other required documents, instruments and writings required. GHS is not required to purchase the put shares unless:

	●	Our registration statement with respect to the resale of the shares of common stock delivered in connection with the applicable put shall have been declared effective;
	●	we shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the registrable securities; and
	●	we shall have filed all requisite reports, notices, and other documents with the SEC in a timely manner.

As we draw down on the equity line of credit, shares of our common stock will be sold into the market by GHS. The sale of these shares could cause our stock price to decline. In turn, if our stock price declines and we issue more puts, more shares will come into the market, which could cause a further drop in our stock price. You should be aware that there is an inverse relationship between the market price of our common stock and the number of shares to be issued under the equity line of credit. If our stock price declines, we will be required to issue a greater number of shares under the equity line of credit. We have no obligation to utilize the full amount available under the equity line of credit.

Neither the Financing Agreement nor any of our rights or GHS’s rights thereunder may be assigned to any other person.

ANWAR AWAN		750
DEITRICH HAMPEL		707
PETER STEURER		696
ERWIN HEUCHERT		625
ANDREW CARROL		610
JOSEF KAELIN		550
MARIO J BALESTRIERI FAMILY TRUST		500
WANG YING		500
STANDINGOFFERS.COM INTERNET SERVICES INCORPORATED		500
INVESTOR COMPANY		390
ANDY CHU		308
PATRICK C M CHUNG		300
ROBERT E CRAWFORD JR		300
MANULIFE SECURITIES INCORPORATED		300
E*TRADE CLEARING LLC FBO HUASHENG WANG		300
ALPHONS BUCHER		262
GREG G DUREAULT		250
MAN KIND INTERNATIONAL LTD		250
MANFRED PUCHNER		250
DAVID VICKARS		250
RON MACPHERSON		229
DIETRICH HAMPEL		225
ROBERT CRAWFORD		217
RONALD G MACPHERSON		200
GABRIELE MOENNING		200
RAYMOND PAYEUR		200
ALEXANDER MCDONALD		200
R K GEDDES		191
TONY BEUTMUELLER		190
DR HAMPEL		179
XIN LIU		165
RY-BRAND HOLDINGS LTD		150
XIAO HUA QIN		150
LIXIN CHENG		150
ROMAN EISELE		145
PATRICK M FOX		125
ERWIN HEUCHERT		125
BLACKWELL INDUSTRIES 2000 LTD		123
LAURETTA BELL		113
ROEL DE HAAS		100
BABAC IMAMI		100
ROLF-DIETER MONNING		100
MARGARITA WOO		100
DOUG VIDETO		185
ROBERT GAWALKO		85
THOMAS GEORG		85
HANS MACHEREY		75
RONALD PILKEY		75
BRUNO GOTTI		74
PAUL GAWALKO		56

PLAN OF DISTRIBUTION

Each of the selling stockholders named above and any of their pledgees and successors-in-interest may, from time to time, sell any or all of their shares of common stock on OTC Markets or any other stock exchange, market or trading facility on which the shares of our common stock are traded or in private transactions. These sales may be at fixed prices and prevailing market prices at the time of sale, at varying prices or at negotiated prices. The selling stockholders may use any one or more of the following methods when selling shares:

	●	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
	●	block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
	●	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
	●	privately negotiated transactions;
	●	broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share;
	●	a combination of any such methods of sale; or

Broker-dealers engaged by the selling stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with FINRA IM-2440.

GHS is an underwriter within the meaning of the Securities Act of 1933 with respect to the shares and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act of 1933 in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act of 1933. GHS has informed us that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock of our company. Pursuant to a requirement by FINRA, the maximum commission or discount to be received by any FINRA member or independent broker-dealer may not be greater than 8% of the gross proceeds received by us for the sale of any securities being registered pursuant to Rule 415 promulgated under the Securities Act of 1933.

Discounts, concessions, commissions and similar selling expenses, if any, attributable to the sale of shares will be borne by the selling stockholder. The selling stockholder may agree to indemnify any agent, dealer, or broker-dealer that participates in transactions involving sales of the shares if liabilities are imposed on that person under the Securities Act of 1933.

We are required to pay certain fees and expenses incurred by us incident to the registration of the shares covered by this prospectus. We have agreed to indemnify the selling stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act of 1933. We will not receive any proceeds from the resale of any of the shares of our common stock by the selling stockholders. We may, however, receive proceeds from the sale of our common stock under the Financing Agreement with GHS. Neither the Financing Agreement with GHS nor any rights of the parties under the Financing Agreement with GHS may be assigned or delegated to any other person.

We have entered into an agreement with GHS to keep this prospectus effective until GHS has sold all of the common shares purchased by it under the Financing Agreement and has no right to acquire any additional shares of common stock under the Financing Agreement.

The resale shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

Under applicable rules and regulations under the Securities Exchange Act of 1934, any person engaged in the distribution of the resale shares may not simultaneously engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the selling stockholders will be subject to applicable provisions of the Securities Exchange Act of 1934 and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the common stock by the selling stockholders or any other person. We will make copies of this prospectus available to the selling stockholders.

ERWIN HEUCHERT		50
DIANNE PINDER		50
JURGEN SHULTE		50
TAN UONG		50
RONALD D WILL		50
JOHN ARBUCKLE		50
RICHARD GRUMBIR		43
ANDY CHOW		35
LEIF VICKARS		34
MARK VICKARS		29
ROBERT WISDEN		29
NBCN CLEARING INC FBO GLEN BOYD		29
MICHAEL GAWALKO		25
JORGEN JAKOBSEN		25
CHRISTIAN LOCHER		25
ERIC POLCIN		25
JOHN SERRA & GLORIA SERRA JTTEN		25
ANDREW BLAIS		24
GERALD BLAIS		20
STEVE BROUGHTON		20
BONNIE WITTMEIER		20
WILIAM E MACLEOD		20
MICHAEL TAMLYN		19
TIM MACDONALD		17
BLAINE MCNUTT		15
STACEY COMBS		15
TOM O'NEILL		8
PIERRE BRUNET		8
DIANE E BELL		2
JEAN FRANCOIS BRETON		1
JOANNE M BROCKWAY & JULI-ANNE BROCKWAY JTTEN		1
ISLAND CORPORATION C/O INTERNATIONAL TRUST CO OF NIUE		1
GARY GOGAL		1
CHERYL GRANDIN		1
GEORGE HENDY		1
MARIO L KARCICH & DAPHNE M KARCICH JT TEN		1
THOMAS PATRICK KENNEDY & CLARE G HOLMGREN JTTEN		1
573506 B.C. LTD		1
CAROLYN OLDERSHAW		1
PAUL RHODES & CHRISTINE RHODES JTTEN		1
JAGJIT SINGH SATARA		1
RICHARD KAHRAMON SIMON & JUDITA GABRIELA MOZES-SIMON JT TEN		1

DESCRIPTION OF SECURITIES

General

We are authorized to issue 500,000,000 shares of common stock, par value $0.001, of which 100,959,932 shares are issued and outstanding as of March 25, 2026, and 5,000,000 shares of preferred stock, par value $0.001, 1,000,000 of which have been designated as Series A Preferred Stock (“Series A Preferred Stock”), and 300,000 of which shares of Series A Preferred Stock are issued and outstanding as of March 25, 2026. Each holder of shares of our common stock is entitled to one vote for each share held of record on all matters submitted to the vote of stockholders, including the election of Directors. The holders of shares of common stock have no preemptive, conversion, subscription or cumulative voting rights. The Series A Preferred Stock have the following preferential rights: (i) the voting power equal to 80% of the total outstanding common shares and other shares of preferred stock that may have voting rights,

There is no provision in our Articles of Incorporation or Bylaws that would delay, defer, or prevent a change in control of our Company.

Dividends

We have not paid any cash dividends to our shareholders. The declaration of any future cash dividends is at the discretion of our board of directors and depends upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.

Warrants and Options

Currently, there are no warrants or options outstanding; nor are there any other equity or debt securities convertible into common stock other than disclosed in the “Convertible Note” paragraph above.

Nevada Anti-Takeover Laws

Nevada Revised Statutes sections 78.378 to 78.379 provide state regulation over the acquisition of a controlling interest in certain Nevada corporations unless the articles of incorporation or bylaws of the corporation provide that the provisions of these sections do not apply. Our articles of incorporation and bylaws do not state that these provisions do not apply. The statute creates a number of restrictions on the ability of a person or entity to acquire control of a Nevada Corporation by setting down certain rules of conduct and voting restrictions in any acquisition attempt, among other things. The statute is limited to corporations that are organized in the state of Nevada and that have 200 or more stockholders, at least 100 of whom are stockholders of record and residents of the State of Nevada; and does business in the State of Nevada directly or through an affiliated corporation. Because of these conditions, the statute currently does not apply to us.

The anti-takeover provisions of Sections 78.411 through 78.445 of the Nevada Corporation Law apply to our company. Section 78.438 of the Nevada law prohibits companies from merging with or selling more than 5% of its assets or stock to any shareholder who owns or owned more than 10% of any stock or any entity related to a 10% shareholder for three years after the date on which the shareholder acquired the shares, unless the transaction is approved by the our Board of Directors. The provisions also prohibit companies from completing any of the transactions described in the preceding sentence with a 10% shareholder who has held the shares more than three years and its related entities unless the transaction is approved by our Board of Directors or a majority of our shares, other than shares owned by that 10% shareholder or any related entity. These provisions could delay, defer or prevent a change in control of our company.

~~ITEM~~Penny 8.Stock ~~PLAN OF DISTRIBUTION SELLING STOCKHOLDERS~~Considerations

~~The~~Our ~~selling~~shares ~~stockholder~~will ~~identified~~be ~~below~~“penny instock” ~~this~~as ~~prospectus~~that term ~~may~~is ~~offer and~~generally ~~sell~~defined upin tothe ~~3,277,416~~Securities ~~shares~~Exchange Act of ~~our~~1934 ~~common~~to ~~stock,~~mean ~~which~~equity ~~consists~~securities ofwith ~~shares~~a price of ~~common~~less ~~stock~~than $5.00 ~~The~~per ~~shares~~share. Thus, ofour ~~common~~shares ~~stock~~will ~~registered~~be ~~for resale~~subject ~~represents~~to ~~approximately~~rules ~~31%~~that ofimpose ~~our~~sales ~~issued~~practice and ~~outstanding~~disclosure ~~shares~~requirements ofon ~~common~~broker-dealers ~~stock,~~who ~~based~~engage onin certain transactions involving a penny stock. Under the 10penny stock regulations,~~521,335~~ ~~shares~~a ofbroker-dealer ~~our~~selling ~~issued~~a penny stock to anyone other than an established customer must make a special suitability determination regarding the purchaser and ~~outstanding~~must ~~shares~~receive asthe ofpurchaser’s ~~January~~written consent 8to the transaction prior to the sale, ~~2024~~unless the broker-dealer is otherwise exempt.

WeIn ~~may~~addition, ~~require~~under the ~~selling~~penny ~~stockholders to suspend the sales of the shares of our common~~ stock ~~being~~regulations, ~~offered pursuant to this prospectus upon~~ the ~~occurrence of any event that makes any statement in this~~ ~~prospectus~~broker-dealer oris ~~the~~required ~~related registration statement untrue in any material respect or that requires the changing of statements in those documents in order~~ to ~~make statements in those documents not misleading.~~:

~~The~~● ~~selling~~Deliver, ~~stockholders~~prior ~~identified~~to inany transaction involving a penny stock, a disclosure schedule prepared by the ~~table~~Securities ~~below~~and ~~may~~Exchange ~~from~~Commission ~~time~~ relating to ~~time~~the ~~offer~~penny stock market, unless the broker-dealer or the transaction is otherwise exempt; ● Disclose commissions payable to the broker-dealer and ~~sell~~our ~~under~~registered ~~this~~representatives ~~prospectus~~and ~~any~~current orbid ~~all~~and ofoffer quotations for the ~~shares~~securities; of● ~~common~~Send monthly statements disclosing recent price information pertaining to the penny stock ~~described~~held ~~under~~in a customer’s account, the ~~column~~account’s ~~“Shares~~value, ofand ~~Common Stock~~information ~~Being~~regarding ~~Offered”~~the limited market in penny stocks; and ● Make a special written determination that the ~~table~~penny ~~below~~stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction, prior to conducting any penny stock transaction in the customer’s account.

~~Listed~~Because ~~shareholders~~of ~~will~~these beregulations, ~~deemed~~broker-dealers may encounter difficulties in their attempt to besell anshares ~~underwriter~~of ~~within~~our common stock, which may affect the ability of selling shareholders or other holders ~~meaning~~to sell their shares in the secondary market, and have the effect of reducing the ~~Securities~~level ~~Act~~of trading activity in the secondary market. ~~Any~~These additional ~~profits~~sales ~~realized~~practice byand disclosure requirements could impede the ~~selling~~sale ~~stockholders~~of our securities, if our securities become publicly traded. In addition, the liquidity for our securities may be ~~deemed~~decreased, towith a corresponding decrease in the price of our securities. Our shares in all probability will be ~~underwriting~~subject ~~commissions~~to such penny stock rules and our shareholders will, in all likelihood, find it difficult to sell their securities.

We cannot give an estimate as to the number of shares of common stock that will actually be held by the selling stockholders upon termination of this offering, because the selling stockholders may offer some or all of the common stock under the offering contemplated by this prospectus or acquire additional shares of common stock. The total number of shares that may be sold hereunder will not exceed the number of shares offered hereby. Please read the section entitled “Plan of Distribution” in this prospectus.

The following table sets forth the name of the selling stockholders, the number of shares of our common stock beneficially owned by such stockholders before this offering, the number of shares to be offered for such stockholder’s account and the number and (if one percent or more) the percentage of the class to be beneficially owned by such stockholders after completion of the offering. The number of shares owned are those beneficially owned, as determined under the rules of the SEC, and such information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares of our common stock as to which a person has sole or shared voting power or investment power and any shares of common stock which the person has the right to acquire within 60 days of January 8, 2024, through the exercise of any option, warrant or right, through conversion of any security or pursuant to the automatic termination of a power of attorney or revocation of a trust, discretionary account or similar arrangement, and such shares are deemed to be beneficially owned and outstanding for computing the share ownership and percentage of the person holding such options, warrants or other rights, but are not deemed outstanding for computing the percentage of any other person. Beneficial ownership is determined in accordance with Rule 13d-3(d) promulgated by the SEC under the Exchange Act. The percentage of shares beneficially owned prior to the offering represents 3,277,416 outstanding shares as of January 8, 2024.

Unless otherwise set forth below, (a) the persons and entities named in the table below have sole voting and sole investment power with respect to the shares set forth opposite the selling stockholder’s name, subject to community property laws, where applicable, and (b) no selling stockholder had any position, office or other material relationship within the past three years, with us or with any of our predecessors or affiliates. The number of shares of common stock shown as beneficially owned before the offering is based on information furnished to us or otherwise based on information available to us at the timing of the filing of the registration statement of which this prospectus forms a part.

We are registering the Resell Shares to permit the selling stockholders to conduct public secondary trading of these shares from time to time after the date of this prospectus. We will not receive any of the proceeds of the sale of the Resell Shares offered by this prospectus.

The selling stockholders and any of their respective pledgees, donees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of common stock being offered under this prospectus on any stock exchange, market or trading facility on which shares of our common stock are traded or in private transactions. These sales may be at fixed or negotiated prices. The selling stockholders may use any one or more of the following methods when disposing of shares:

● ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

● block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

● purchases by a broker-dealer as principal and resales by the broker-dealer for its account;

●INTERESTS aOF nNAMED ~~exchange~~EXPERTS ~~distribution~~AND ~~in accordance with the rules of the applicable exchange;~~COUNSEL

●Except ~~privately~~as ~~negotiated~~disclosed ~~transactions;~~herein, no expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis or had, or is to receive, in connection with the offering, a substantial interest, directly or indirectly, in the registrant or its subsidiary. Nor was any such person connected with the registrant or any of its parents, subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer or employee.

●The ~~broker-dealers~~financial ~~may~~statements ~~agree~~of ~~with~~the Company as of and for the ~~selling~~year ~~stockholders~~ended toDecember ~~sell~~31, a2025 ~~specified~~and ~~number~~2024, have been included herein in reliance on the report of ~~such~~Michael ~~shares~~Gillespie at& Associates, PLLC, an independent registered public accounting firm and the report is given on the authority of that firm as experts in auditing and accounting. The legal opinion rendered by Brunson Chandler & Jones, PLLC, regarding our common stock registered in the registration statement of which this prospectus is a ~~stipulated~~part, ~~price~~is ~~per~~as ~~share;~~set forth in its opinion letter included in this prospectus. The address of Brunson Chandler & Jones, PLLC, is Walker Center, 175 S. Main Street, Suite 610, Salt Lake City, Utah, 84111.

● a combination of any of these methods of sale; and

● any other method permitted pursuant to applicable law.

The selling stockholders each have the sole and absolute discretion not to accept any purchase offer or make any sale of shares if such person deems the purchase price to be unsatisfactory at any particular time.

In connection with these sales, each of the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions that in turn may:

● engage in short sales of shares of the common stock in the course of hedging their positions;

● sell shares of the common stock short and deliver shares of the common stock to close out short positions;

● loan or pledge shares of the common stock to broker-dealers or other financial institutions that in turn may sell shares of the common stock;

● enter into option or other transactions with broker-dealers or other financial institutions that require the delivery to the broker-dealer or other financial institution of shares of the common stock, which the broker-dealer or other financial institution may resell under the prospectus; or

● enter into transactions in which a broker-dealer makes purchases as a principal for resale for its own account or through other types of transactions.

Broker dealers engaged by any of selling stockholders may arrange for other brokers dealers to participate in sales. Broker dealers may receive commissions or discounts from the selling stockholders (or, if any broker dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The selling stockholders may not expect these commissions and discounts to exceed what is customary in the types of transactions involved. The selling stockholders may agree to indemnify any underwriter, broker-dealer or agent that participates in transactions involving sales of shares from certain liabilities, including liabilities arising under the Securities Act.

To our knowledge, there are currently no plans, arrangements or understandings between any selling stockholders and any underwriter, broker-dealer or agent regarding the sale of the shares by the selling stockholders. Upon our notification by a selling stockholders that any material arrangement has been entered into with a broker-dealer for the sale of shares through a block trade, special offering, exchange distribution, secondary distribution or a purchase by an underwriter or broker-dealer, we will file a post-effective amendment to this registration statement, disclosing certain material information, including the number of shares being offered, the name or names of any underwriters, dealers or agents, the public offering price, any underwriting discounts and other items constituting compensation to underwriters, dealers or agents.

Each of the selling stockholders may be deemed an “underwriter,” and any broker-dealers or agents that are involved in selling the shares offered under this prospectus may be deemed to be “underwriters,” within the meaning of the Securities Act in connection with these sales. Commissions received by these broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Any broker-dealers or agents that are deemed to be underwriters may not sell shares offered under this prospectus unless and until we set forth the names of the underwriters and the material details of their underwriting arrangements in a supplement to this prospectus or, if required, in a replacement prospectus included in a post-effective amendment to the registration statement of which this prospectus is a part.

~~The~~INFORMATION ~~selling~~WITH ~~stockholders~~RESPECT ~~and~~TO ~~any~~THE other persons participating in the sale or distribution of the shares offered under this prospectus will be subject to applicable provisions of the Exchange Act and the rules and regulations under that Act, including Regulation M. These provisions may restrict activities and limit the timing of purchases and sales of any of the shares by the selling stockholder or any other person. Furthermore, under Regulation M, persons engaged in a distribution of securities are prohibited from simultaneously engaging in market making and other activities with respect to those securities for a specified period of time prior to the commencement of such distributions, subject to specified exceptions or exemptions. All of these limitations may affect the marketability of the shares.REGISTRANT

IfDESCRIPTION ~~any~~OF of the shares of common stock offered for sale pursuant to this prospectus are transferred other than pursuant to a sale under this prospectus, then subsequent holders could not use this prospectus until a post-effective amendment or prospectus supplement is filed, naming such holders. We offer no assurance as to whether the selling stockholder will sell all or any portion of the shares offered under this prospectus.BUSINESS

WeThe have agreed to pay all fees and expenses we incur incident to the registration of the shares being offered under this prospectus. However, each selling security holder and purchaser are responsible for paying any discounts, commissions and similar selling expenses they incur.Company

~~Since~~Invech ~~each~~Holdings, ofInc. ~~the~~was ~~selling~~incorporated ~~stockholder~~under ~~may be deemed to be an “underwriter” within~~ the ~~meaning~~ laws of the ~~Securities~~State ~~Act, each Selling Shareholder will be subject to the prospectus delivery requirements~~ of ~~the~~Nevada ~~Securities Act~~on ~~including~~December ~~Rule~~17, ~~172~~1998, ~~thereunder.~~as ~~There~~Explore isTechnologies, ~~no underwriter or single coordinating broker acting in connection with the proposed sale of the Resale Shares by the selling stockholders~~Inc.

WeIn ~~agreed~~1996, ~~to keep this prospectus and~~ the ~~registration~~Company ~~statement~~filed ~~which this prospectus forms~~ a ~~part~~Form ~~effective~~D ~~until~~under Rule 504 ~~the earlier to occur of~~ (ib)(1)(iii) in ~~such~~2013 ~~time~~and assubsequently ~~Rule~~filed ~~144~~Form or10SB ~~another similar exemption under the Securities Act is available for the sale of all the Resale Shares,~~ to ~~the~~register ~~extent~~its ~~the~~common ~~selling~~stock ~~stockholders~~in ~~have~~2002. ~~distributed~~The ~~the~~company ~~Resale Shares~~became todelinquent ~~its~~in ~~respective shareholders, by~~ its financials ~~respective~~reporting ~~shareholders,~~in ~~without~~2005 ~~volume~~and orfiled ~~manner of sale restrictions during~~ a ~~six~~Form ~~month period~~15-12G ~~without~~in ~~registration~~2006 ~~(ii) all of the Resale Shares have been sold pursuant~~ to ~~this~~terminate ~~prospectus~~their ~~or Rule 144 under the Securities Act or any other rule of similar effect~~registration. The ~~Resale~~Company ~~Shares~~subsequently ~~will~~filed bethe ~~sold only through registered or licensed brokers or dealers if required~~delinquent ~~under~~reports ~~applicable~~and ~~state~~remained ~~securities~~non ~~laws~~reporting. InIVHI ~~addition,~~is incurrently ~~certain~~filing ~~states,~~financial ~~the~~reports ~~Resale~~under ~~Shares~~OTC ~~may~~Markets ~~not~~Alternative beReporting ~~sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with~~Standards.

~~Under~~The ~~applicable~~company ~~rules~~was a ~~and~~natural ~~regulations~~resource ~~under~~company ~~the Exchange Act, any person~~ engaged in the ~~distribution of the Resale Shares may not simultaneously engage in market making activities with respect to the common stock for the applicable restricted period~~acquisition, asexploration ~~defined~~and indevelopment ~~Regulation M, prior to the commencement~~ of ~~the~~mineral ~~distribution~~properties. InOn ~~addition, the~~May ~~selling stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder~~17, ~~including Regulation M~~2002, ~~which may limit~~ the ~~timing~~Company offiled ~~purchases~~an ~~and~~amendment ~~sales~~to ofits ~~shares~~ Articles of ~~the~~Incorporation ~~Common Stock by any person. We will make copies of this prospectus available to the selling stockholders~~ and ~~the~~changed ~~selling~~its ~~stockholders~~name ~~will need~~ to ~~deliver~~Pan aAsia ~~copy~~Communications ~~of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act)~~Corp.

~~The~~On ~~Securities~~March ~~Enforcement~~18, ~~and~~2003, ~~Penny~~the ~~Stock~~Company ~~Reform~~changed ~~Act~~its ofname ~~1990 requires~~to ~~additional~~Hubei ~~disclosure~~Pharmaceutical ~~relating~~Group, ~~to the market for penny stocks in connection with trades in any stock defined as a penny stock~~Ltd., ~~The~~and ~~Commission has adopted regulations that generally define a penny stock~~ to beAmersin ~~any~~Life ~~equity~~Sciences ~~security~~Corporation ~~that~~on ~~has~~January ~~a market price of less than $5 per share~~6, ~~subject~~ ~~to certain exceptions~~2005. ~~Such~~On ~~exceptions~~March ~~include~~22, ~~any equity security listed on NASDAQ and any equity security issued by an issuer that has (i) net tangible assets of at least $2~~2007,~~000,000,~~ ifthe ~~such~~Company ~~issuer has been in continuous operation for three years, (ii) net~~changed ~~tangible~~its ~~assets~~name ofto atGolden ~~least~~Tech $5Group,~~000,000,~~ ifLtd ~~such~~and ~~issuer~~to ~~has~~MegaWin ~~been in continuous operation for less than three years~~Investments, orInc. ~~(iii) average annual~~on ~~revenue~~February ~~of at least $6~~21,~~000,000,~~ ~~if such issuer has been in continuous operation for less than three years~~2018. ~~Unless an exception is available~~Finally, the ~~regulations~~Company ~~require~~changed ~~the~~its ~~delivery,~~name ~~prior~~ to ~~any~~Invech Holdings, ~~transaction~~Inc. ~~involving~~on aJuly ~~penny stock~~19, ~~of a disclosure schedule explaining the penny stock market and the risks associated therewith~~2018.

~~Blue~~On ~~Sky~~March ~~Restrictions~~17, on2003, ~~Resale~~the Company acquired the majority interest in Hubei Pharmaceutical Co. Ltd. The Company issued 22,000,000 common shares resulting in a change in control.

IfOn ~~any~~September ~~selling~~10, ~~stockholder~~2004, ~~wants~~the toCompany ~~sell~~entered ~~shares~~into ofmaterial agreement, ~~our~~to ~~common~~sell ~~stock under~~its ~~this~~57.14% ~~registration~~controlling ~~statement~~interest in the ~~United~~Hubei ~~States,~~Pharmaceutical ~~such~~Co. ~~person~~Ltd. ~~will~~At ~~also~~that ~~need~~time tothe ~~comply~~Company ~~with~~was ~~state~~engaged ~~securities~~in ~~laws,~~the ~~also known as~~acquisition ~~“Blue~~and ~~Sky~~vertical ~~laws,”~~integration ~~with~~of ~~regard~~operating tosubsidiaries ~~secondary~~and ~~sales.~~controlling ~~All~~joint ~~states~~venture ~~offer~~interests ain ~~variety~~China ofto ~~exemption~~include ~~from~~all ~~registration~~facets ~~for~~of ~~secondary sales.~~pharmaceutical ~~Many~~life ~~states,~~sciences ~~for~~from ~~example,~~raw ~~have~~materials anthrough ~~exemption~~dosage ~~for~~form ~~secondary~~production ~~trading~~and ofdistribution. ~~securities~~In ~~registered~~October ~~under~~2005, ~~Section 12(g) of~~ the ~~Exchange~~Company ~~Act~~terminated orits participation ~~for~~in ~~securities~~the ofHubei ~~issuers~~Tongji ~~that~~Benda ~~publish~~Ebei ~~continuous~~Pharmaceutical ~~disclosure~~Co. ofLtd. ~~financial~~joint ~~and~~venture ~~non-financial information~~ in aHubei ~~recognized securities manual~~Province, ~~such~~ ~~as Standard & Poor’s~~China.

~~Any~~Business ~~person~~operations ~~who~~for ~~purchases~~Invech ~~shares~~Holdings, ofInc. ~~our~~were abandoned ~~common~~in ~~stock~~2007 ~~from~~and ~~the~~its ~~selling stockholder~~Nevada ~~under this~~ registration ~~statement~~was ~~who~~revoked. ~~then~~A ~~wants~~custodianship toaction, ~~sell~~as ~~such~~described ~~shares~~in ~~will~~the ~~also~~subsequent ~~have~~paragraph, towas ~~comply with Blue Sky laws regarding~~commenced ~~secondary~~in ~~sales~~2017.

In January 2018, the Custodian appointed Robert Chin as sole officer and director.

Small Cap Compliance, LLC is controlled by Rhonda Keaveney, its sole member.

~~ITEM~~On May 24, 2020, Queen Investment (HK) Ltd. cancelled 10,000 shares and sold 110,000 shares of Preferred A Stock and 9,006,335 shares of restricted Common Stock to ETAO Logistic Inc. ~~DESCRIPTION~~for OFthe purchase ~~CAPITAL~~price ~~STOCK~~of $50,000. Robert Chin, sole officer and director resigned his positions and appointed Zhilian Wu and Dong Chen as officers and directors.

(On January 21, 2023, the Company issued 300,000 shares of Convertible Series A Preferred Stock to Small Cap Compliance, LLC for the purchase price of $45,000. These shares represented the majority control. At that time the Company implemented a) ~~Common~~new business plan in the business of regulatory compliance and consulting for public companies. Mr. Wu and Mr. Chen resigned all positions with the Company and appointed Rhonda Keaveney as CEO, Director, Secretary, and Treasurer.

WeETAO ~~are~~Logistic ~~authorized~~Inc. bycancelled ~~our~~all ~~Certificate of Incorporation to issue an aggregate of 500~~110,000~~,000~~ shares of its ~~capital~~Preferred ~~stock,~~A ofStock ~~which~~on ~~495~~March 3,~~000,000~~ ~~are~~2023 ~~shares~~making ofSmall ~~Common~~Cap ~~Stock~~Compliance, ~~Par~~LLC ~~Value $0.001 per share (~~the ~~“Common Stock”)~~sole ~~and~~holder ~~5,000,000 are shares~~ of ~~Preferred Stock, Par Value $0.001 per share (~~the “Preferred ~~Stock”).~~A ~~As of January 8, 2024, there are 10,521,335 shares of Common~~ Stock ~~issued and outstanding~~.

~~Common~~On ~~Stock~~September 10, 2023, IVHI executed a Consulting Service Agreement (“Agreement”) with Invech Consulting Corporation (“ICC’) whereby ICC will market IVHI to prospective clients and draft the documents for public company compliance in exchange for 1,000,000 shares of the Company’s restricted common stock. As of this filing, no shares have been issued.

~~All~~On ~~outstanding~~February ~~shares~~17, of2026, ~~Common~~the ~~Stock~~Company’s ~~are~~majority ofshareholder, ~~the~~Small ~~same~~Cap Compliance, ~~class~~LLC ~~and~~entered ~~have equal~~into ~~rights~~a ~~and~~Stock ~~attributes.~~Purchase ~~The~~Agreement ~~holders~~with ofAlexander ~~Common~~M. ~~Stock~~Woods-Leo. ~~are~~As ~~entitled~~per tothe ~~one~~terms ~~vote~~of ~~per~~the ~~share~~Agreement, onSmall ~~all~~Cap ~~matter~~Compliance, LLC ~~submitted~~sold toits acontrol ~~vote~~block of ~~stockholders of~~stock ~~the~~(300,000 ~~Company.~~shares ~~All~~of ~~stockholders~~Convertible ~~are~~Series ~~entitled~~A toPreferred ~~share~~Stock ~~equally~~and ~~dividends~~90,000,000 ifshares ~~any,~~of asrestricted ~~may~~Common Stock) befor ~~declared~~the ~~from~~purchase ~~time~~price toof ~~time~~$350,000. byThat same day the ~~Board~~Company ~~of Directors~~accepted ~~out~~the resignation of ~~funds~~Rhonda ~~legally~~Keaveney ~~available.~~as In the ~~event~~sole officer of the ~~liquidation,~~Company and as the ~~holders~~sole member of ~~Common~~the ~~Stock~~Company’s ~~are~~Board ~~entitled~~of toDirectors ~~share~~and ~~ratably~~appointed inAlexander ~~all assets~~M. ~~remaining~~Woods-Leo ~~after~~as ~~payment~~the sole officer and director of ~~all~~the ~~liabilities.~~Company, ~~The~~resulting ~~stockholders~~in doa ~~not~~change ~~have~~of ~~cumulative~~control orof ~~preemptive~~the ~~rights~~company.

~~Preferred~~Current ~~Stock~~Business Operations

Our ~~Certificate~~company ofengages, ~~Incorporation~~develops, ~~authorizes~~and ~~the~~acquires ~~issuances~~SaaS ofplatforms, upsoftware toand ~~5,000,000~~applications ~~shares~~that ofhave ~~Preferred~~unique ~~Stock~~problems ~~authorized~~to ~~with~~solve. ~~designations~~Our solution, ~~rights~~Paragon ~~and~~Rentals, ~~preferences~~differentiates ~~determined~~itself ~~from~~by ~~time~~offering toa ~~time~~unique byhybrid ~~its~~business model ~~Board~~combining ~~of Directors.~~a ~~Accordingly,~~subscription ~~our~~fee ~~Board~~for ofsellers ~~Directors~~and isa ~~empowered,~~flat ~~without~~fee ~~stockholder~~per ~~approval,~~booking tofor ~~issue~~buyers. ~~Preferred~~Sellers ~~Stock~~pay ~~with~~$100 ~~dividend,~~annually ~~liquidation, conversion,~~for ~~voting,~~their orfirst ~~other~~listing and ~~rights,~~an ~~which~~additional ~~could~~$5 ~~adversely~~per ~~affect~~year ~~the~~for ~~voting~~each ~~power~~subsequent orlisting, ~~other~~while ~~rights~~buyers of(renters) ~~the~~incur ~~holders~~a offlat ~~the~~$5 ~~Common~~platform ~~Stock.~~booking charge plus applicable Intaxes. ~~the~~For ~~event~~those ofpreferring ~~issuance~~not to subscribe, ~~the~~a ~~Preferred~~5% ~~Stock~~commission ~~could~~option beis ~~utilized,~~available ~~under~~per ~~certain~~booking. ~~circumstances,~~This asinnovative afee ~~method~~structure ofsignificantly undercuts ~~discouraging~~competitors like Airbnb (12%-16.5% commission), ~~delaying~~VBRO ~~or preventing~~(8% acommission), ~~change~~and inBooking.com ~~control~~(10%-25% ofcommission), ~~the~~allowing ~~Company~~property owners greater retention and versatility.

AsThe platform targets a broad market of ~~December~~B2C 31and B2B clients, ~~2023~~from low-volume to large-scale listings, ~~there~~all ~~are~~of 1whom benefit from our low or zero-commission options. Our marketing strategy involves a multi-phase approach,~~000,000~~ generating ~~shares~~leads through social media, word-of-mouth, ~~Convertible~~events, and press releases, signing users with promotional codes and a “0 money ~~Series~~down” Atrial, ~~Preferred~~and ~~Stock~~retaining ~~authorized~~them through strong customer service, multi-year subscription passes, and ~~300~~buyer discounts. We are avertically run company,~~000~~ ~~shares~~primarily ofoperating ~~Preferred~~online, Aand ~~Stock~~plan ~~issued~~to acquire and ~~outstanding~~list our own properties to enhance balance sheet value and income.

~~Each~~Our ~~share~~technology ofstack ~~Convertible~~includes ~~Series~~PHP, AVue, ~~Preferred Stock shall be convertible~~TypeScript, at ~~the option of the holder~~C#, ~~into 1~~C++,~~000~~ ~~fully paid~~ and ~~non-assessable shares of the Company’s Common Stock. In addition~~JavaScript, ~~holders~~ ofwith ~~the~~SQL ~~Convertible~~servicing ~~Series~~for Adatabases, ~~Preferred~~enabling ~~Stock~~us ~~shall~~to bebuild ~~entitled~~our toown ~~vote~~payment onportals ~~any~~ and ~~all~~API ~~matters~~sources. ~~considered~~The ~~and~~company’s ~~voted~~success ~~upon~~will bybe ~~the Company’s~~measured ~~Common~~by ~~Stock.~~key ~~The~~metrics ~~holder~~such isas ~~entitled~~platform touser 1base,~~000~~ ~~Common~~subscription ~~Share~~numbers, ~~votes~~owned ~~for~~properties, ~~every~~debt-to-asset 1ratio, ~~share~~platform ofvisitors, ~~Convertible~~and ~~Series~~rental booking ~~A Preferred Stock~~percentages.

In the event of any liquidation, dissolution or winding up of the Corporation, either voluntary or involuntary, after setting apart or paying in full the preferential amounts due to Holders of senior capital stock, if any, the Holders of Series A Stock and parity capital stock, if any, shall be entitled to receive, prior and in preference to any distribution of any of the assets or surplus funds of the Corporation to the Holders of junior capital stock, including Common Stock, an amount equal to $.0001 per share [the "Liquidation Preference"]. If upon such liquidation, dissolution or winding up of the Corporation, the assets of the Corporation available for distribution to the Holders of the Series A Stock and parity capital stock, if any, shall be insufficient to permit in full the payment of the Liquidation Preference, then all such assets of the Corporation shall be distributed ratably among the Holders of the Series A Stock and parity capital stock, if any. Neither the consolidation or merger of the Corporation nor the sale, lease or transfer by the Corporation of all or a part of its assets shall be deemed a liquidation, dissolution or winding up.Competition

~~The~~Our ~~description~~main ofcompetition ~~certain matters relating to the securities of the Company~~ is aAirBnb, ~~summary~~VBRO and isbooking.com. ~~qualified~~Even inthough ~~its~~these competitors ~~entirely~~have byhigh ~~the~~brand ~~provisions~~name ofrecognition, ~~the~~we ~~Company’s~~believe ~~By-laws~~our ~~copies~~pricing ofmodel ~~which~~differentiates ~~have~~us ~~been~~from ~~filed as exhibits to this Form S-1~~them.

~~Section~~Compliance 13with ofGovernment ~~our By-laws state the following;~~Regulation

~~Section~~We ~~13 Super~~believe that we are and will continue to be in ~~Majority~~compliance ~~Votes:~~in ~~Motions~~all onmaterial ~~the~~respects ~~following~~with ~~issues~~applicable ~~shall~~statutes ~~require~~and the ~~vote~~regulations ofpassed atin ~~least~~the ~~sixty-five~~United ~~percent~~States. ~~(65%)~~There ofare ~~the~~no ~~Stockholders~~current toorders ~~carry:~~or directions relating to our company with respect to the foregoing laws and regulations.

A.Environmental ~~Amending these By-Laws;~~Regulations

BWe ~~Capital~~do ~~Contributions;~~not believe that we are or will become subject to any environmental laws or regulations of the United States. While our products and business activities do not currently violate any laws, any regulatory changes that impose additional restrictions or requirements on us or on our products or potential customers could adversely affect us by increasing our operating costs or decreasing demand for our products or services, which could have a material adverse effect on our results of operations.

CBankruptcy ~~Removal of the Director~~ or ~~any~~Similar ~~Officer;~~Proceedings

D.There ~~Issuing~~has ~~New~~been ~~Shares~~no ofbankruptcy, ~~stock;~~receivership or similar proceeding pertaining to the Company.

E.Patents, ~~Issuing~~Trademarks, ~~New~~Franchises, ~~Classes~~Concessions, ofRoyalty Agreements, ~~Shares;~~or Labor Contracts

F.The ~~Terminating~~Company orclaims ~~rejecting~~no ~~the~~ownership ~~defense~~of any patent or ~~indemnity~~trademark, nor ofis ~~any~~it ~~Director,~~bound ~~Officer,~~by ~~agent,~~any oroutstanding ~~employee;~~royalty ~~and~~agreements related thereto.

~~G. Terminating, Dissolving, or winding down the business affairs of the Corporation or liquidating more than half of the assets and property of the Corporation.~~Employees

~~Our~~We ~~Preferred~~currently Ahave ~~shareholder~~1 ~~has~~full-time ~~over~~employee. ~~65%~~We ofplan ~~the voting shares and will~~to ~~carry~~hire ~~the~~additional ~~necessary~~employees ~~votes~~as toneeded ~~determine~~as the ~~outcome~~Company ~~for all of the above-mentioned actions~~grows.

~~Section~~Legal ~~15 of our By-laws state the following;~~Proceedings

~~Section~~We ~~15 Stock~~know ~~Transfer Restrictions.~~of Ano ~~Stockholder~~existing ~~contemplating a sale~~ or ~~transfer~~pending oflegal ~~any shares of Stock in the Corporation to any third party shall first~~proceedings ~~provide~~against ~~written~~us ~~Notice of Intent to Sell Stock to the Board and all the~~ other ~~Stockholders~~than ~~which~~as ~~shall~~disclosed ~~include~~below, ~~the~~nor ~~name~~are ofwe ~~the~~involved ~~proposed purchaser~~as ~~and~~a ~~the~~plaintiff ~~full~~in ~~terms~~any ~~and~~proceeding ~~conditions~~or ofpending ~~the proposed sale~~litigation. ~~The~~There ~~other~~are ~~Stockholders~~no ~~shall~~proceedings in ~~have~~which ~~thirty~~any ~~(30) days from Notice~~ of ~~Intent to~~our ~~Sell~~directors, ~~Stock~~officers toor ~~give~~any ~~written Notice~~ of ~~Intent~~their torespective ~~Purchase~~affiliates, ~~Stock~~or onany ~~the~~beneficial ~~same~~stockholder, ~~terms~~is ~~and~~an ~~conditions~~adverse asparty ~~set~~or ~~forth~~has a inmaterial ~~the~~interest ~~Notice~~adverse ~~of Intent~~ to ~~Sell~~our ~~Stock~~interest.

Any purported sale or transfer of shares of Stock in the Corporation undertaken without compliance with all the provisions of Section 15 shall be void and without effect.

(b) Debt Securities.

None.

~~(d)~~MARKET ~~Holders.~~PRICE AND DIVIDEND INFORMATION

As of January 8, 2024, there are approximately 292 holders of an aggregate of 10,521,335 shares of our Common Stock issued and outstanding.

As of January 8, 2024, there is 1 holder of 300,000 shares of our Convertible Series A Preferred Stock issued and outstanding.

(d) Dividends.

We have not paid any cash dividends to date and do not anticipate or contemplate paying dividends in the foreseeable future. It is the president intention of management to utilize all available funds for the development of the Registrant’s business.

(f) Securities authorized for issuance under equity compensation plans.

None.

Governing Documents that May Have an Antitakeover Effect

Certain provisions of our Articles of Incorporation, as amended, the Certificate of Designations for the Series of Preferred Stock and our Bylaws (as amended, the “Bylaws”), could discourage or make it more difficult to accomplish a proxy contest, change in our management or the acquisition of control by a holder of a substantial amount of our voting stock.

Our Articles of Incorporation provides that our Board has the authority to issue additional series of preferred stock and fix such designations, powers, preferences and rights and the qualifications thereof without further vote by our stockholders. Preferred stock may have the effect of delaying, deferring or preventing a change in control of the Company without further action by the stockholders and may adversely affect the voting and other rights of the holders of our Common Stock.

Transfer Agent and Registrar

The transfer agent and registrar for the common stock is Pacific Stock Transfer, 6725 Via Austi Parkway, Suite 300, Las Vegas, NV 89119.

Market Information

Our common stock ~~price~~ is currently quoted onfor trading on the OTC Link ATS (alternative trading system) operated by OTC Markets ~~Pink~~Group, ~~Current~~Inc. (the “OTC Markets”) under the symbol “IVHI.” As of March 25, 2026, the closing price of our common stock was $.0698 per share. As of March 25, 2026, there were 53 holders of record of our common stock.

~~ITEM~~Dividend ~~10. INTERESTS OF NAMED EXPERTS AND COUNSEL~~Policy

~~LEGAL~~We ~~MATTERS~~currently intend to retain all available funds and any future earnings to fund the growth and development of our business. We have never declared or paid any cash dividends on our capital stock. We do not intend to pay cash dividends to our stockholders in the foreseeable future. Investors should not purchase our common stock with the expectation of receiving cash dividends.

~~The~~Any ~~validity~~future ofdetermination ~~the~~to ~~shares~~declare ~~being~~dividends ~~offered~~will be ~~hereby~~made ~~has~~at ~~been~~the ~~passed~~discretion ~~upon by~~of ~~the~~our ~~law~~board ~~firm~~ of ~~Allen~~directors ~~Tucci,~~and ~~Esq.,~~will ~~Archer~~depend &on ~~Greiner~~our financial condition, ~~P.C~~operating results, ~~LLP~~capital requirements, general ~~Philadelphia~~business conditions, PAand other factors that our board of directors may deem relevant.

EXPERTS

The audited consolidated financial statements of the Company as of December 31, 2022 and 2021 included in this prospectus have been audited by BFBorgers, CPA PC, who is an independent registered public accounting firm, as set forth in their report appearing elsewhere herein, and are included herein in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

INTERESTS OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

~~ITEM~~MANAGEMENT’S ~~11.~~DISCUSSION ~~INFORMATION~~AND ~~WITH~~ANALYSIS ~~RESPECT~~OF TOFINANCIAL CONDITION ~~THE~~AND ~~REGISTRANT~~RESULTS OF OPERATION

~~MANAGEMENT~~This Management’Ss ~~DISCUSSION~~Discussion ~~AND~~and ~~ANALYSIS~~Analysis of OFFinancial Condition and Results of Operations contains forward-looking statements that involve known and unknown risks, significant ~~FINANCIAL~~uncertainties ~~CONDITION~~and ~~AND~~other ~~RESULTS~~factors OFthat ~~OPERATIONS~~may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, or implied, by those forward-looking statements. You can identify forward-looking statements by the use of the words may, will, should, could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the negative of those terms. These statements are only predictions. In evaluating these statements, you should consider various factors which may cause our actual results to differ materially from any forward-looking statements. Although we believe that the exceptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.

~~Forward-Looking~~Company ~~Statements~~Overview

~~This~~Invech ~~prospectus~~Holdings, ~~contains “forward-looking statements~~Inc.~~” All~~ ~~statements~~(OTC ~~other than statements of historical fact are~~ “~~forward-looking statements~~IVHI”) ~~for~~was incorporated ~~purposes~~under ofthe ~~federal and state securities~~ laws, ~~including, but not limited to, any projections~~ of ~~earnings, revenue or other financial items; any statements of~~ the ~~plans, strategies~~State ~~and objections~~ of ~~management~~Nevada ~~for~~on ~~future~~December ~~operations;~~17, ~~any~~1998, ~~statements~~as ~~concerning~~Explore ~~proposed new services~~Technologies, ~~products or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing~~Inc.

~~Forward-looking~~In ~~statements~~1996, ~~may include~~ the ~~words~~Company ~~“may,” “could,”~~filed ~~“estimate,”~~a ~~“intend,”~~Form ~~“continue,”~~D ~~“believe,” “expect”~~under Rule or504 ~~“anticipate”~~(b)(1)(iii) in or2013 ~~other similar words. These forward-looking statements represent our estimates~~ and ~~assumptions~~subsequently ~~only~~filed asForm ~~of the~~10SB ~~date of this prospectus. Accordingly, readers are cautioned not~~ to ~~place~~register ~~undue~~its ~~reliance~~common onstock ~~forward-looking~~in ~~statements, which speak only as of the dates on which they are made~~2002. ~~Except~~The ascompany ~~required~~became bydelinquent ~~applicable~~in ~~law,~~its financials wereporting ~~undertake~~in no2005 ~~obligation~~and tofiled ~~publicly~~a ~~update~~Form ~~any forward~~15-~~looking statements,~~12G ~~whether~~in as2006 ato ~~result~~terminate oftheir ~~new~~registration. ~~information,~~The ~~future~~Company ~~events~~subsequently orfiled ~~otherwise,~~the ~~even if experience or future changes make it clear that~~delinquent ~~any~~reports ~~projected~~and ~~results~~remained ornon ~~events expressed or implied therein will not be realized~~reporting. ~~You~~IVHI ~~are~~is ~~advised,~~currently ~~however,~~filing tofinancial ~~consult~~reports ~~any~~under ~~further~~OTC ~~disclosures we~~Markets ~~make~~Alternative inReporting ~~future public filings, statements and press releases~~Standards.

~~Forward-looking~~The ~~statements~~company inwas a ~~this~~natural ~~prospectus~~resource ~~include~~company ~~express or implied~~engaged ~~statements~~in ~~concerning~~the ~~our future revenues~~acquisition, ~~expenditures,~~exploration ~~capital~~ and ~~funding~~development ~~requirements; the adequacy~~ of ~~our~~mineral ~~current~~properties. ~~cash~~On ~~and~~May ~~working capital to fund present and planned operations and financing needs; our proposed expansion of~~17, ~~and demand for~~2002, ~~product offerings;~~ the ~~growth~~ ofCompany ~~our~~filed ~~business~~an ~~and~~amendment operations through acquisitions or otherwise; and future economic and other conditions both generally and in our specific geographic and product markets. These statements are based on currently available operating, financial and competitive information and are subject to ~~various~~its ~~risks, uncertainties and assumptions that could cause actual results to differ materially from those anticipated~~Articles ~~or implied in the forward-looking statements due to a number~~ of ~~factors~~Incorporation ~~including, but not limited to, those set forth below in the section entitled “Risk Factors” in this prospectus, which you should carefully read. Given those risks, uncertainties~~ and ~~other~~changed ~~factors, many~~its ofname ~~which are beyond our control, you should not place undue reliance on these forward-looking statements. You should be prepared~~ to ~~accept~~Pan ~~any~~Asia ~~and~~Communications ~~all of the risks associated with purchasing any securities of our company, including the possible loss of all of your investment~~Corp.

InOn ~~this~~March ~~prospectus~~18, ~~unless~~2003, ~~otherwise~~the ~~specified~~Company changed its name to Hubei Pharmaceutical Group, ~~all~~Ltd., ~~references~~and to ~~“common~~Amersin Life Sciences Corporation on January 6, 2005. On March 22, 2007, the Company changed ~~shares”~~its ~~refer~~name to Golden Tech Group, Ltd and to MegaWin Investments, Inc. on February 21, 2018. Finally, the ~~shares~~Company ofchanged ~~our~~its ~~common~~name ~~shares~~to inInvech Holdings, ~~our~~Inc. ~~capital~~on ~~stock~~July 19, 2018.

~~The~~On ~~discussion~~March ~~and analysis of our financial condition and results of operations are based on our financial statements~~17, which we have prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements2003, ~~as well as~~ the ~~reported~~Company ~~revenues~~acquired ~~and expenses during~~ the ~~reporting periods. On~~majority aninterest ~~ongoing basis, we evaluate estimates and judgments, including those described~~ in ~~greater~~Hubei ~~detail~~Pharmaceutical ~~below~~Co. WeLtd. ~~base~~The ~~our~~Company ~~estimates~~issued ~~on historical experience and on various other factors that we believe are reasonable under the circumstances~~22,000,000 ~~the~~common ~~results~~shares ofresulting ~~which~~in ~~form~~a ~~the~~change ~~basis~~in ~~for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources~~control. ~~Actual results may differ from these estimates under different assumptions or conditions.~~

~~Overview~~On September 10, 2004, the Company entered into material agreement, to sell its 57.14% controlling interest in the Hubei Pharmaceutical Co. Ltd. At that time the Company was engaged in the acquisition and vertical integration of operating subsidiaries and controlling joint venture interests in China to include all facets of pharmaceutical life sciences from raw materials through dosage form production and distribution. In October 2005, the Company terminated its participation in the Hubei Tongji Benda Ebei Pharmaceutical Co. Ltd. joint venture in Hubei Province, China.

~~Upon~~Business ~~effectiveness~~operations offor ~~this~~Invech ~~Registration Statement~~Holdings, weInc. ~~will file with~~were ~~the~~abandoned ~~SEC annual and quarterly information and other reports that are specified~~ in ~~the~~2007 ~~Securities Exchange Act of 1934, as amended (the “Exchange Act”),~~ and ~~SEC~~its ~~regulations.~~Nevada ~~Thus, we will need to ensure that we will have the ability to prepare, on a timely basis, financial statements that comply with SEC reporting requirements following the effectiveness of this~~ registration ~~statement~~was revoked. WeA ~~will~~custodianship ~~also become subject to other reporting and corporate governance requirements~~action, ~~including~~as ~~the~~described ~~listing~~in ~~standards of any securities exchange upon which we may list our Common Stock, and~~ the ~~provisions~~subsequent ~~of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”)~~paragraph, ~~and~~was ~~the~~commenced ~~regulations~~in ~~promulgated hereunder, which impose significant compliance obligations upon us~~2017. ~~As a public company, we will be required, among other things, to:~~

In January 2018, the Custodian appointed Robert Chin as sole officer and director.

·The ~~Prepare~~Custodian ~~and~~was ~~distribute~~compensated ~~reports~~for ~~and~~its ~~other~~role ~~stockholder~~as ~~communications~~ custodian in ~~compliance~~the ~~with~~amount ~~our~~of ~~obligations~~120,000 ~~under~~shares ~~the~~of ~~federal~~Convertible ~~securities~~Preferred ~~laws~~A ~~and~~Series ~~the~~Stock ~~applicable~~(“Preferred ~~national~~A ~~securities~~Stock”). ~~exchange~~In ~~listing~~January ~~rules;~~2018, ·the ~~Define~~Custodian sold ~~and~~these ~~expand~~shares ~~the~~to ~~roles~~Queen ~~and~~Investment (HK) Ltd. for the ~~duties~~purchase price of ~~our~~$35,000. ~~Board~~The ofCustodian ~~Directors~~did ~~and~~not ~~its~~receive ~~committees;~~any ·additional ~~Institute~~compensation, in ~~more~~the ~~comprehensive~~form ~~compliance~~of cash or stock, ~~investor~~for ~~relations~~custodian ~~and~~services. ~~internal~~The ~~audit~~custodianship ~~functions;~~was ·terminated ~~Involve~~on ~~and~~April ~~retain~~18, ~~outside~~2018. ~~legal~~See ~~counsel~~appointment and ~~accountants~~termination of incustodianship ~~connection~~court ~~with~~orders ~~the~~attached ~~activities~~as ~~listed~~an ~~above~~Exhibit.

~~Management~~Small ~~for~~Cap ~~each year commencing with the year ending December 31~~Compliance, ~~2022,~~ ~~must~~LLC ~~assess~~is ~~the~~controlled ~~adequacy of our internal control over financial reporting. Our internal control over financial reporting will be required to meet the standards required~~ by ~~Section 404 of the Sarbanes-Oxley Act. We will incur additional costs in order to improve our~~Rhonda ~~internal control over financial reporting and comply with Section 404~~Keaveney, ~~including~~its ~~increased~~sole ~~auditing and legal fees and costs associated with hiring additional accounting and administrative staff~~member. Ultimately, our efforts may not be adequate to comply with the requirements of Section 404. If we are unable to implement and maintain adequate internal control over financial reporting or otherwise to comply with Section 404, we may be unable to report financial information on a timely basis, may suffer adverse regulatory consequences, may have violations of the applicable national securities exchange listing rules, and may breach covenants under our credit facilities.

~~The~~On ~~significant~~May ~~obligations~~24, ~~related~~2020, toQueen ~~being~~Investment a(HK) ~~public~~Ltd. ~~company will~~cancelled ~~continue~~10,000 toshares ~~require~~and asold ~~significant~~110,000 ~~commitment~~shares of ~~additional~~Preferred ~~resources~~A ~~and~~Stock ~~management oversight that will increase our costs~~ and ~~might place a strain on our systems and resources. As a result~~9, ~~our management’s attention might be diverted from other business concerns. In addition~~006,335 weshares ~~might~~of ~~not~~restricted beCommon ~~successful~~Stock into ~~implementing~~ETAO ~~and~~Logistic ~~maintaining controls and procedures that comply with these requirements~~Inc. Iffor ~~we fail to maintain an effective internal control environment or to comply with~~ the ~~numerous legal and regulatory requirements imposed on~~ ~~public~~purchase ~~companies,~~price weof ~~could make material errors in~~$50,000. ~~and~~Robert ~~be required to restate~~Chin, ~~our~~sole ~~financial~~officer ~~statements.~~and ~~Any~~director ~~such~~resigned ~~restatement~~his ~~could~~positions ~~result in~~and aappointed ~~loss~~Zhilian ofWu ~~public~~and ~~confidence~~Dong inChen ~~the~~as ~~reliability of our financial statements~~ officers and ~~sanctions imposed on us by the SEC~~directors.

~~Invech~~On ~~Holdings~~January 21, ~~Inc.~~2023, isthe ~~development~~Company ~~stage~~issued ~~company.~~300,000 ~~Our~~shares of ~~business~~Convertible ~~model is~~Series ~~regulatory~~A ~~compliance~~Preferred ~~consulting~~Stock ~~for~~to ~~public~~Small ~~companies~~Cap ~~and~~Compliance, ~~possible~~LLC ~~acquisitions~~for the purchase price of ~~operating~~$45,000. ~~companies~~These shares represented the majority control. At that time the Company implemented a new business plan in the ~~public~~business ~~company~~of regulatory compliance and consulting for public companies. ~~industry~~Mr. InWu ~~summary,~~and ~~IVHI~~Mr. isChen ~~focused~~resigned onall ~~raising~~positions ~~capital~~with ~~for~~the ~~its~~Company ~~business~~and ~~model.~~appointed AsRhonda ofKeaveney ~~this~~as ~~filing~~CEO, weDirector, ~~have~~Secretary, ~~not~~and ~~raised any capital~~Treasurer.

~~Our~~ETAO ~~Company~~Logistic ~~was previously a shell company, and, as of January 21, 2023, has changed its status to a non-shell company~~Inc. Wecancelled ~~believe IVHI qualifies as a non-shell company as defined by the SEC given~~ all ~~applicable criteria. Specifically~~110,000 ~~the~~shares ~~Company is active in pursuing and growing~~ of its ~~business,~~Preferred ~~showing~~A ~~tangible~~Stock ~~success in~~on ~~that~~March ~~regard~~3, ~~owns~~2023 ~~non-nominal~~making ~~assets,~~Small ~~has~~Cap ~~employees~~Compliance, ~~and~~LLC ~~has~~the ~~active~~sole ~~and~~holder ~~ongoing contracts and operations each~~ of ~~material importance, as further detailed below. In addition,~~ the ~~Company~~Preferred ~~signed~~A ~~a Consulting Service Agreement with Invech Consulting Corporation to market IVHI to prospective clients and preparing compliance documents for those clients~~Stock.

~~The~~On ~~SEC~~September 10, in2023, ~~Release~~IVHI ~~No.~~executed ~~33-8869~~a ~~(the~~Consulting Service Agreement (“~~Release~~Agreement”)~~, defines~~ awith Invech Consulting Corporation (“~~shell~~ICC’) ~~company”~~whereby ICC will market IVHI to ~~mean~~prospective clients aand ~~registrant~~draft the documents for public company compliance in exchange for 1,000,000 ~~other~~shares ~~than~~of anthe ~~asset-backed~~Company’s ~~issuer~~restricted common stock. As of this filing, ~~that~~no ~~has:~~shares have been issued.

NoOn orFebruary ~~nominal~~17, ~~operations;~~2026, the Company’s majority shareholder, Small Cap Compliance, LLC entered into a Stock Purchase Agreement with Alexander M. Woods-Leo. As per the terms of the Agreement, Small Cap Compliance, LLC sold its control block of stock (300,000 shares of Convertible Series A Preferred Stock and 90,000,000 shares of restricted Common Stock) for the purchase price of $350,000. That same day the Company accepted the resignation of Rhonda Keaveney as the sole officer of the Company and as the sole member of the Company’s Board of Directors and appointed Alexander M. Woods-Leo as the sole officer and director of the Company, resulting in a change of control of the company.

~~Either:~~The Company is currently concentrating its focus on SaaS software development, corporate filings, and building businesses around developed platforms. The Company is addressing significant inefficiencies within the current rental market thought its acquired SaaS platform, www.paragonrentals.ai, which was acquired on March 3, 2026 for a $450,000 convertible promissory note.

· Results of Operations for Invech Holdings, Inc. — Comparison of Nothe orYears ~~nominal~~ended ~~assets;~~December 31, 2025 and 2024

· Assets consisting solely of cash and cash equivalents; or

· Assets consisting of any amount of cash and cash equivalents and nominal other assets; or

This does not include a development stage company pursuing an actual business, a business combination related shell company, as defined in Rule 405, or an asset-backed issuer, as defined in Item 1101(b) of Regulation S-K [AB].

We are considered a development stage company, given all applicable criteria as described below. The definition above uses the word “and” after no or nominal operations, a company must have “no or nominal operations” before the analysis even gets to “no or nominal assets”. In other words, if a company can prove it has more than nominal operations, it cannot be considered a shell company as defined in the Release.

In the Release, several commenters were concerned that the definition of a shell company set forth above would capture virtually every company during its start-up phase and that the definition was therefore too broad. The SEC specifically addressed this situation in footnote 172 to the Release by saying, in applicable part:

Contrary to commenters’ concerns, Rule 144(i)(1)(i) is not intended to capture a “startup company,” or in other words, a company with a limited operating history, in the definition of a reporting or non-reporting shell company, as we believe that such a company does not meet the condition of having “no or nominal operations.”

One can carry out an analysis of a startup company’s business activities during its “limited operating history” to determine whether the company has engaged in activities that are, at a minimum, sufficient to manifest a strong commitment to developing a legitimate business. These activities include, but are not limited to, the following:

· entering into agreements with customers, vendors, manufacturers, etc.;

· filing patent, trademark, and copyright applications with respect to the company’s intellectual property;

· executing license or sublicense agreements with respect to the company’s intellectual property;

· entering into product development agreements or similar agreements for the development of a product or service;

· hiring employees; and

· incurring material operating expenses such as research and development expenses;

Given these criteria, the Company cannot be considered a shell company. We are incurring material operating expenses and service expenses relating to drafting compliance documents and marketing our services to potential clients. Our officer and director, Rhonda Keaveney, has extensive experience in public company compliance. In addition, we have incurred material expenses in the operation of our business, such accountant expenses, legal expenses, research expenses, annual state registration expenses, subscription to online disclosure sites and so forth. These, and other elements of our operating status as further described below, show that we indeed are and have “engaged in activities that are, at a minimum, sufficient to manifest a strong commitment to developing a legitimate business.” It is our assertion that since January 21, 2023, Invech Holdings, Inc. has not been a shell company.

On January 21, 2023, Invech Holdings, Inc., a Nevada corporation, executed a Share Purchase Agreement, whereby, Small Cap Compliance, LLC purchased 300,000 shares of the Company’s Preferred A Stock. Small Cap Compliance, LLC became the majority shareholder and SCC’s sole owner, Rhonda Keaveney, was appointed officer and director of IHVI.

At this time IVHI revised its business model to utilize the expertise of its officer and director to implement a new business plan of regulatory compliance consulting for public companies. Services include FINRA corporate filings, drafting incorporation and corporate documents, drafting OTC Markets Disclosure Statements, and general public company compliance. The Company will act as an outside consulting firm for these services.

Our Business Strategy and Products and Services

The Company is engaged in public company compliance. Microcap public company compliance is increasingly important and expanding after amendments to Rule 15c2-11. The amendments were adopted to enhance investor protection by requiring that microcap public companies, specifically pink sheet companies listed on OTC Markets, to become more transparent via expanded regulatory compliance.

We provide regulatory compliance services relating to OTC Markets, FINRA and the SEC. Our services include the following:

Our Services

· SEC reporting (8K, 10Q, 10K, form 10 registration, S1 registration, Super 8K, SEC letters) · FINRA reporting (corporate actions, 15c2-11 filings) · OTC Markets reporting (alternative reporting disclosure statements) · Public disclosures (Press releases) · Other services

The Company is conducting business in the following areas of compliance:

· Microcap pink current companies · Grey market caveat emptor companies · OTCQB companies

The analysis will be undertaken by or under the supervision of our management. As of the date of this filing, we have not entered into any definitive agreements for a merger candidate. In our continued efforts to maximize our business plan, we intend to consider the following factors:

· Potential for growth, indicated by anticipated market expansion or new technology · Competitive position as compared to other businesses of similar size and experience within our contemplated segment as well as within the industry as a whole · Strength and diversity of management, and the accessibility of required management expertise, personnel, services, professional assistance and other required items · Capital requirements and anticipated availability of required funds, to be provided by the Company or from operations, through the sale of additional securities or convertible debt, through joint ventures or similar arrangements or from other sources · The extent to which the business opportunity can be advanced in our marketplace; and · Amendments to compliance rules

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reported periods. Significant estimates include the value of share-based payments. Amounts could materially change in the future.

RESULTS OF OPERATIONS

Year Ended December 31, 2022

Working Capital

		December 31, 2022 $			December 31, 2021 $
	December 31, 2025 $			December 31, 2024 $
Current Assets		–1,500			–1,260
Current Liabilities		–63,649			–9,834
Working Capital (Deficit)		–(62,149	)		–(8,574	)

Cash Flows

		December 31, 2022 $			December 31, 2021 $
	December 31, 2025 $			December 31, 2024 $
Cash Flows used in Operating Activities		–(58,258	)		–(61,735	)
Cash Flows used in Investing Activities		–			–
Cash Flows from Financing Activities		–58,258			–54,735
Net change in Cash During Year		–			–

2927

~~Operating Revenues~~Revenue

~~During~~We ~~the~~had ~~year~~no ~~ended December 31, 2022, the Company recorded~~ revenues of $0from ~~compared~~operations ~~to revenues of $0~~ during ~~the~~either ~~year~~2025 ~~ended~~or ~~December 31, 2021~~2024.

Operating Expenses and Net Loss

During the year ended December 31, ~~2022~~2025, the Company recorded operating expenses of $058,018 compared to $060,475 during the year ended December 31, ~~2021~~2023, a decrease of $02,457. The $0decrease in operating expenses for ~~both~~2025 ~~years~~ was due to aadministrative ~~looking for a suitable merger candidate, new management and discontinuing its operations~~expenses.

Net loss for the year ended December 31, ~~2022~~2025, was $058,018 as compared with $060,475 during the year ended December 31, ~~2021~~2024.

For the year ended December 31, ~~2022~~2025, the Company recorded a loss per share of $0.00 which is consistent with the year ended December 31, ~~2021~~2024.

Liquidity and Capital Resources

As of December 31, ~~2022~~2025, the Company had cash of $0 and total assets of $01,500 compared to cash of $0 and total assets of $01,260 as atof December 31, ~~2021~~2024.

As of December 31, ~~2022~~2025, the Company had total liabilities of $063,649 compared with total liabilities of $09,834 as atof December 31, ~~2021~~2024. The Company ~~incurred~~increased noits liabilities ~~during~~in ~~the~~2025 ~~year ending 2022 and 2021~~ due to ~~looking~~ ~~for a suitable merger candidate, new management and discontinuing its operations~~operating expenses.

As of December 31, ~~2022~~2025, the Company had a working capital deficit of $062,149 compared with a working capital deficit of $08,574 as of December 31, ~~2021~~2024.

During the year ended December 31, ~~2022~~2025, the Company issued 0 common shares.

Cash Flows from Operating Activities

During the year ended December 31, ~~2022~~2025, the Company used $058,258 of cash for operating activities compared with $061,735 of cash for operating activities during the year ended December 31, ~~2021~~ 2024.

Cash Flows from Investing Activities

During the year ended December 31, ~~2022~~2025, the Company received $0 of cash for investing activities compared to the incurrence of $0 from investing activities during the year ended December 31, ~~2021~~2024. During fiscal ~~2022~~2025, the Company’s focus was on ~~locating~~obtaining aclients ~~suitable~~for ~~business~~its ~~merger~~public ~~candidate~~company compliance business.

Cash Flows from Financing Activities

During the year ended December 31, ~~2022~~2025, the Company received $058,258 of proceeds from financing activities compared to proceeds of $054,735 during the year ended December 31, ~~2021~~2024.

Going Concern

The Company has not attained profitable operations and is dependent upon obtaining financing to pursue any extensive acquisitions and activities. During the year ended December 31, ~~2022~~2025, the Company incurred a net loss of $058,018 and used cash of $058,258 for operating activities. As of December 31, ~~2022~~2025, the Company had a working capital deficit of $062,149 and an accumulated deficit of $~~176~~365,~~558~~083. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The audited financial statements included in this Form 10-K does not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Off Balance Sheet Arrangements

The Company currently has no off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Critical Accounting Policies and Estimates

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Accordingly, actual results could differ from those estimates. Such estimates include management’s assessments of the carrying value of certain assets, useful lives of assets, and related depreciation and amortization methods applied, and the fair value of the common stock used in stock-based compensation and derivative valuations.

Fair Value of Financial Instruments and Fair Value Measurements

The Company measures their financial assets and liabilities in accordance with generally accepted accounting principles. For certain of our financial instruments, including cash, accounts payable, accrued expenses escrow liability and short-term loans the carrying amounts approximate fair value due to their short maturities.

We have adopted accounting guidance for financial and non-financial assets and liabilities. The adoption did not have a material impact on our results of operations, financial position or liquidity. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements. This guidance does not apply to measurements related to share-based payments. This guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:

Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use.

Revenue Recognition

The Company accounts for its revenue recognition under Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers. Under this standard, the Company recognizes revenue when a customer obtains control of promised services or goods in an amount that reflects the consideration to which the Company expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer contracts.

In general, the Company applies the following steps when recognizing revenue from contracts with customers: (i) identify the contract, (ii) identify the performance obligations, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations and (v) recognize revenue when a performance obligation is satisfied.

We recognize revenue for merchandise sales, net of expected returns and sales tax, at the time of in-store purchase or delivery of the product to our customer. When merchandise is shipped to our customers, we estimate receipt based on historical experience. Revenue is deferred and a liability is established for sales returns based on historical return rates and sales for the return period. We recognize an asset and corresponding adjustment to cost of sales for our right to recover returned merchandise. At each financial reporting date, we assess our estimates of expected returns, refund liabilities and return assets. For merchandise sold in our stores and online, tender is accepted at the point of sale. When we receive payment before the customer has taken possession of the merchandise, the amount received is recorded as deferred revenue until the transaction is complete. Our performance obligations for unfulfilled merchandise orders are typically satisfied within one week. Shipping and handling fees charged to customers relate to fulfillment activities and are included in net sales with the corresponding costs recorded in cost of sales.

Stock-Based Compensation

The Company accounts for stock-based instruments issued to employees in accordance with ASC Topic 718. ASC Topic 718 requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity-based compensation issued to employees. The Company accounts for non-employee share-based awards in accordance with ASC Topic 505-50. The value of the portion of an award that is ultimately expected to vest is recognized as an expense over the requisite service periods using the straight-line attribution method. The Company estimates the fair value of each stock option at the grant date by using the Black-Scholes option-pricing model. The Company estimates the fair value of each stock option at the grant date by using the Black-Scholes option-pricing model.

Recently Issued Accounting Pronouncements

We have decided to take advantage of the exemptions provided to smaller reporting companies from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, and delayed compliance with new or revised accounting standards that have different effective dates for public and private companies until they are made applicable to private companies.

Company management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.

~~Fiscal~~DIRECTORS, ~~Quarter~~EXECUTIVE ~~Ended~~OFFICERS, ~~September 30~~PROMOTERS, ~~2023~~AND CONTROL PERSONS

~~RESULTS~~The OFfollowing ~~OPERATIONS~~table sets forth the names and ages of our current directors and executive officers. Also, the principal offices and positions with us held by each person and the date such person became our director, executive officer. Our executive officers are appointed by our Board of Directors. Our directors serve until the earlier occurrence of the election of his or her successor at the next meeting of stockholders, death, resignation or removal by the Board of Directors. There are no family relationships among our directors, executive officers, director nominees.

Working Capital

Name

Age

Position

Alexander M Woods-Leo

Chief Executive Officer, Chief Financial Officer, Secretary and Director

	September 30, 2023 $			December 31, 2022 $
Current Assets		–			–
Current Liabilities		28,434			–
Working Capital (Deficit)		(28,434	)		–

Alexander M. Woods-Leo, graduated from Conconrd High School in 2007. Since that time, he has been at the helm of both private and public companies for almost a decade and a half. With 20+ years of computer technology experience, over 15 years of sales and marketing experience and 10 years banking experience, and 10 years strategic business consulting experience. Mr. Leo is a 2 time patent awarded inventor, app publisher on 3 different platforms, and has specialized experience in funding startups up companies. Mr. Leo is currently the CEO and founder of Paragon Rentals Inc. a SAAS PMS that allows users to list their properties for 0% commissions.

~~Cash~~Our ~~Flows~~directors are elected at the annual meeting of the shareholders, with vacancies filled by the Board of Directors, and serve until their successors are elected and qualified, or their earlier resignation or removal. Officers are appointed by the board of directors and serve at the discretion of the board of directors or until their earlier resignation or removal. Any action required can be taken at any annual or special meeting of stockholders of the corporation which may be taken without a meeting, without prior notice and without a vote, if consent of consents in writing setting forth the action so taken, shall be signed by the holders of the outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office, its principle place of business, or an officer or agent of the corporation having custody of the book in which the proceedings of meetings are recorded.

	September 30, 2023 $			December 31, 2022 $
Cash Flows used in Operating Activities		(28,434	)		–
Cash Flows used in Investing Activities		–			–
Cash Flows from Financing Activities		68,434			–
Net change in Cash During Year		40,000			–

Indemnification of Directors and Officers

~~Operating~~Nevada ~~Revenues~~Corporation Law allows for the indemnification of officers, directors, and any corporate agents in terms sufficiently broad to indemnify such persons under certain circumstances for liabilities, including reimbursement for expenses, incurred arising under the 1933 Act. The Bylaws of the Company provide that the Company will indemnify its directors and officers to the fullest extent authorized or permitted by law and such right to indemnification will continue as to a person who has ceased to be a director or officer of the Company and will inure to the benefit of his or her heirs, executors and Consultants; provided, however, that, except for proceedings to enforce rights to indemnification, the Company will not be obligated to indemnify any director or officer in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized by the Board of Directors. The right to indemnification conferred will include the right to be paid by the Company the expenses (including attorney’s fees) incurred in defending any such proceeding in advance of its final disposition.

~~During~~The Company may, to the ~~three~~extent ~~months~~authorized ~~ended~~from ~~September~~time to ~~30,~~time ~~2023~~by the Board of Directors, provide rights to indemnification and to the ~~Company~~advancement ~~recorded~~of expenses to employees and agents of the ~~revenues~~Company similar to those conferred to directors and officers of $0the ~~compared~~Company. The rights to ~~revenues~~indemnification and to the advancement of $0expenses are ~~during~~subject to the ~~three~~requirements ~~months~~of ~~ended~~the ~~September~~1940 ~~30,~~Act ~~2022~~to the extent applicable.

~~Operating~~Furthermore, ~~Expenses~~the Company may maintain insurance, at its expense, to protect itself and ~~Net~~any ~~Loss~~director, officer, employee or agent of the Company or another company against any expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under the Nevada General Corporation Law.

~~During~~Board the three months ended September 30, 2023, the Company incurred operating expenses of $6,188 compared to operating expenses of $0 during the three months ended September 30, 2022. The increase in operating expenses was due to an overall increase in operating activities for the current year compared to prior year due to paying company expenses to become current with the transfer agent, Nevada Secretary of State and OTC Markets. The Company also incurred expenses for accounting, legal fees and document preparation.Composition

~~Net~~Our ~~loss~~bylaws provide that the Board of Directors shall consist of one or more members. Each director of the Company serves for a term of one year or until a successor is elected at the ~~three~~Company’s annual ~~months~~shareholders ~~ended~~meeting ~~September~~and ~~30,~~is ~~2023~~qualified, ~~was~~subject $6to removal by the Company’s shareholders. Each officer serves,~~188~~ at the pleasure ~~compared~~of tothe aBoard ~~net~~of ~~loss~~Directors, for a term of $0one ~~during~~year and until a successor is elected at the ~~three~~annual ~~months~~meeting ~~ended~~of ~~September~~the ~~30,~~Board ~~2022~~of Directors and is qualified.

For the three months ended September 30, 2023, and 2022, the Company recorded a basic and diluted loss per share of $0.00.

Liquidity and Capital Resources

As of September 30, 2023, the Company had cash of $40,000 and total assets of $0 compared to cash of $0 and total assets of $0 as of September 30, 2022. Overall, the Company saw an increase in cash due to the proceeds received from the sale of Preferred Stock, of which proceeds will be used for operating activities during the fourth quarter.

The Company had total liabilities of $28,434 as of September 30, 2023, compared to $0 as of September 30, 2022. The increase in liabilities was due to a loan from a related party to pay company expenses.

As of September 30, 2023, the Company had a working capital deficit of $28,434 compared to a working capital deficit of $0 as of September 30, 2022. The increase in the working capital deficit was due to an overall increase in operating activities for the current year compared to prior year due to paying company expenses to become current with the transfer agent, Nevada Secretary of State and OTC Markets. The Company also incurred expenses for accounting, legal fees and document preparation.

~~Cash~~Involvement ~~Flow~~in ~~from~~Certain ~~Operating~~Material ~~Activities~~Legal Proceedings During the Last Five Years

~~During~~No ~~the three months ended September 30~~director, ~~2023~~officer, ~~the~~significant ~~Company~~employee ~~used $28,434~~or ~~of cash for operating activities compared to $0 of cash for operating activities during the three months ended September 30, 2022.~~consultant ~~The~~has ~~increase~~been inconvicted ~~the operating activities was due to an overall increase~~ in ~~operating~~a ~~activities~~criminal ~~for the current year compared to prior year due to paying company expenses to become current with the transfer agent~~proceeding, ~~Nevada~~exclusive ~~Secretary~~ of ~~State~~traffic ~~and OTC Markets~~violations. ~~The Company also incurred expenses for accounting, legal fees and document preparation.~~

~~Cash~~No ~~Flow~~bankruptcy ~~from~~petitions ~~Investing~~have ~~Activities~~been filed by or against any business or property of any director, officer, significant employee or consultant of the Company nor has any bankruptcy petition been filed against a partnership or business association where these persons were general partners or executive officers.

~~During~~No ~~the three months ended September 30~~director, ~~2023~~officer, ~~the~~significant ~~Company~~employee ~~received~~or consultant ~~cash~~has ~~inflows~~been ofpermanently $0or ~~from~~temporarily ~~investing~~enjoined, ~~activities~~barred, ~~compared~~suspended toor ~~use~~otherwise oflimited ~~cash~~from ofinvolvement $0in ~~during~~any ~~the~~type ~~three~~of ~~months~~business, ~~ended~~securities or ~~September~~banking ~~30, 2022~~activities.

~~Cash~~No ~~Flow~~director, ~~from~~officer ~~Financing~~or ~~Activities~~significant employee has been convicted of violating a federal or state securities or commodities law.

~~During~~Directors’ ~~the~~and ~~six~~Officers’ ~~months ended September 30, 2023, the Company received~~Liability $29,434 of loan proceeds from the Chief Executive Officer. During the six months ended September 30, 2022, the Company received $0 of cash from financing activities. The Company issued 1,000 shares of common stock to our CEO to offset the loan amount. The outstanding balance of the loan is $28,434.Insurance

~~Going~~Invech ~~Concern~~Holdings, Inc. does not have directors’ and officers’ liability insurance insuring our directors and officers against liability for acts or omissions in their capacities as directors or officers.

WeCode have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive acquisitions and activities. During the period ended September 30, 2023, the Company incurred a net loss of $6,188 and $29,434 for nine months ended September 30, 2023. The Company used $6,188 for operating activities for period ended September 30, 2023, and $29,434 for nine months ended September 30, 2023. At September 30, 2023, the Company has a working capital deficit of $28,434 and an accumulated deficit of $(205,992). These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The unaudited condensed financial statements included in this report on Form 10-Q does not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.Ethics

~~Off-Balance~~We ~~Sheet~~intend ~~Arrangements~~to adopt a code of ethics that applies to our officers, directors and employees, including our principal executive officer and principal accounting officer, but have not done so to date due to our relatively small size.

~~The~~Corporate ~~Company~~Governance ~~does not have any off-balance sheet arrangements.~~

~~Future~~Our ~~Financings~~Board of Directors consists of a single director and has not established Audit, Compensation, Nominating or Governance Committees as standing committees. The Board does not have an executive committee or any committees performing a similar function. We are not currently listed on a national securities exchange or in an inter-dealer quotation system that has requirements that a majority of the board of directors be independent.

WeDue ~~will~~to ~~continue~~our tolack ~~rely~~of operations and size, and since we are not currently listed on ~~equity~~a ~~sales~~national ofsecurities ~~our~~exchange, ~~common~~and ~~shares~~we inare ~~order to~~not ~~continue~~subject to ~~fund~~any listing requirements mandating the establishment of any particular committees; all functions of a nominating/governance committee were performed by our ~~business~~board ~~operations~~of directors. ~~Issuances~~Our board of directors ~~additional~~intends ~~shares~~to ~~will~~appoint ~~result~~such inpersons ~~dilution~~and form such committees as are required to ~~existing~~meet ~~stockholders.~~the ~~There~~corporate isgovernance requirements imposed noby ~~assurance~~the national securities exchanges as necessary. Our board of directors does not believe that weit ~~will~~is ~~achieve~~necessary ~~any~~to ~~additional~~have ~~sales~~such committees at the early stage of the ~~equity~~company’s ~~securities~~development, orand ~~arrange~~our ~~for~~board ~~debt~~of ordirectors ~~other~~believes ~~financing~~that tothe ~~fund~~functions ~~planned~~of such committees can be ~~acquisitions~~adequately ~~and~~performed ~~exploration~~by ~~activities~~the members of our board of directors.

~~Critical~~We ~~Accounting~~believe ~~Policies~~that our board of directors is capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. We believe that retaining an independent director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and our relatively small size.

~~Our~~Board ~~financial~~Leadership ~~statements~~Structure and ~~accompanying~~the ~~notes have been prepared~~Board’s inRole ~~accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements~~ in ~~conformity~~Risk ~~with U~~Oversight.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

WeThe ~~regularly~~Board ~~evaluate~~of ~~the~~Directors ~~accounting~~consists ~~policies~~solely ~~and estimates that we use to prepare our financial statements. A complete summary~~ of ~~these policies is included in~~ the ~~notes to our financial statements. The~~Chairman, ~~preparation~~who ofis ~~these~~also ~~consolidated financial statements requires us to make estimates and judgments that affect~~ the ~~reported~~Company’s ~~amounts~~controlling ~~of assets~~shareholder, ~~liabilities, revenue~~ and ~~expenses~~the ~~and~~Company’s ~~related~~sole ~~disclosures of contingent liabilities~~officer. OnThe anBoard ~~on-going~~of ~~basis,~~Directors wedoes ~~evaluate~~not ~~our~~have ~~estimates.~~a Wespecific ~~base~~role ~~our~~in ~~estimates~~risk onoversight ~~historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results~~ of ~~which form~~ the ~~basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources~~Company. ~~Actual results may differ from these estimates under different assumptions or conditions.~~

~~Recently~~Code ~~Issued~~of ~~Accounting Pronouncements~~Ethics

The Company ~~has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company~~ does not ~~believe that there are any other new accounting pronouncements that~~ have ~~been issued that might have~~ a ~~material~~written ~~impact~~code onof ~~its~~ethics ~~financial~~that ~~position~~applies orto ~~results~~the ofCompany’s ~~operations~~officers.

~~Contractual~~Potential ~~Obligations~~Conflicts of Interest

WeSince ~~are~~we ado ~~smaller~~not ~~reporting~~have ~~company~~an asaudit ~~defined~~or bycompensation ~~Rule~~committee comprised ~~12b-2~~ of independent directors, the functions that would have been performed by such committees are performed by our other directors—currently ~~Securities~~Mr. ~~Exchange~~Johnson ~~Act~~only. Thus, there is a potential conflict of ~~1934~~interest in that our director and officers have the authority to determine issues concerning management compensation and audit issues that may affect management decisions. We are not ~~required~~aware toof ~~provide~~any ~~the~~other ~~information~~conflicts ~~under~~of ~~this~~interest with ~~item~~any of our executives or directors.

~~Fiscal~~Director ~~Quarter Ended June 30, 2023~~Independence

~~RESULTS~~Our OFboard ~~OPERATIONS~~of directors has undertaken a review of the independence of each director and considered whether any director has a material relationship with us that could compromise his ability to exercise independent judgment in carrying out his responsibilities. As a result of this review, our board of directors has determined that our sole director is not an independent director.

Working Capital

	June 30, 2023 $			December 31, 2022 $
Current Assets		40,000			–
Current Liabilities		23,246			–
Working Capital (Deficit)		(16,754	)		–

Cash Flows

	June 30, 2023 $			December 31, 2022 $
Cash Flows used in Operating Activities		(23,246	)		–
Cash Flows used in Investing Activities		–			–
Cash Flows from Financing Activities		63,246			–
Net change in Cash During Year		40,000			–

Operating Revenues

During the three months ended June 30, 2023, the Company recorded revenues of $0 compared to revenues of $0 during the three months ended June 30, 2022.

Operating Expenses and Net Loss

During the three months ended June 30, 2023, the Company incurred operating expenses of $23,246 compared to operating expenses of $0 during the three months ended June 30, 2022. The increase in operating expenses was due to an overall increase in operating activities for the current year compared to prior year due to paying company expenses to become current with the transfer agent, Nevada Secretary of State and OTC Markets. The Company also incurred expenses for accounting, legal fees and document preparation.

Net loss for the three months ended June 30, 2023, was $23,246 compared to a net loss of $0 during the three months ended June 30, 2022.

For the three months ended June 30, 2023, and 2022, the Company recorded a basic and diluted loss per share of $0.00.

~~Liquidity~~EXECUTIVE ~~and Capital Resources~~COMPENSATION

AsSummary of June 30, 2023, the Company had cash of $40,000 and total assets of $0 compared to cash of $0 and total assets of $0 as of June 30, 2022. Overall, the Company saw an increase in cash due to the proceeds received from the sale of Preferred Stock, of which proceeds will be used for operating activities during the fourth quarter. Compensation

~~The~~Our ~~Company~~Board ~~had~~of ~~total~~Directors ~~liabilities~~has ofnot ~~$23~~established a compensation committee. Instead,~~246~~ asthe Board of ~~June~~Directors 30reviews and approves executive compensation policies and practices, ~~2023~~reviews salaries and bonuses for our officer(s), ~~compared~~decides on benefit plans, and considers other matters as may, from time to time, be referred to it. We do not currently have a Compensation Committee Charter. Our Board continues to $0emphasize asthe important link between our performance, which ultimately benefits all shareholders, and the compensation of ~~June~~our 30executives. Therefore, ~~2022~~the primary goal of our executive compensation policy is to closely align the interests of the shareholders with the interests of the executive officer(s). ~~The~~In ~~increase~~order into ~~liabilities~~achieve ~~was~~this ~~due~~goal, we attempt to a(i) offer ~~loan~~compensation ~~from~~opportunities athat ~~related~~attract ~~party~~and retain executives whose abilities and skills are critical to ~~pay~~our ~~company~~long-term ~~expenses~~success and reward them for their efforts in ensuring our success and (ii) encourage executives to manage from the perspective of owners with an equity stake in us.

AsSummary ofCompensation June 30, 2023, the Company had a working capital deficit of $16,754 compared to a working capital deficit of $0 as of June 30, 2022. The increase in the working capital deficit was due to an overall increase in operating activities for the current year compared to prior year due to paying company expenses to become current with the transfer agent, Nevada Secretary of State and OTC Markets. The Company also incurred expenses for accounting, legal fees and document preparation.Table

Cash Flow from Operating Activities

Non-equity

Non-qualified

Incentive

Deferred

All

Name and

Stock

Option

Plan

Compensation

Other

Principal Position

Year

Salary

Bonus

Awards

Compensation

Earnings

Compensation

Total

($)

Rhonda Keaveney

2025

–

CEO and Director (1)

2024

–

Alexander M Woods-Leo

2025

–

CFO (2)

2024

–

~~During~~(1) ~~the~~Resigned ~~three~~as ~~months~~sole ~~ended~~officer ~~June~~and ~~30,~~director ~~2023,~~on ~~the Company used $507~~February ~~of cash for operating activities compared to $0 of cash for operating activities during the three months ended June 30~~17, ~~2022~~2026. ~~The increase in the operating activities was due to an overall increase in operating activities for the current year compared to prior year due to paying company expenses.~~

~~Cash~~(2) ~~Flow~~Appointed ~~from~~as ~~Investing~~sole ~~Activities~~officer and director on February 17, 2026.

~~During~~Employment ~~the three months ended June 30, 2023, the Company received cash inflows of $0 from investing activities compared to use of cash of $0 during the three months ended June 30, 2022.~~Agreements

~~Cash~~There ~~Flow~~are no employment contracts, or other contracts with our officers or directors. There are no compensation plans or arrangements, including payments to be made by us, with respect to our officers, directors or consultants that would result from ~~Financing~~the ~~Activities~~resignation, retirement or any other termination of such directors, officers or consultants from us. There are no arrangements for directors, officers, employees or consultants that would result from a change-in-control.

~~During~~Retirement ~~the~~and ~~six~~Similar months ended June 30, 2023, the Company received $23,246 of loan proceeds from the Chief Executive Officer. During the six months ended June 30, 2022, the Company received $0 of cash from financing activities. The Company issued 1,000 shares of common stock to our CEO to offset the loan amount. The outstanding balance of the loan is $23,246.Plans

~~Going~~There ~~Concern~~are no annuity, pension or retirement benefits proposed to be paid to officers, directors or employees in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by the Company or any of its subsidiaries, if any.

WeStock ~~have~~Option not attained profitable operations and are dependent upon obtaining financing to pursue any extensive acquisitions and activities. During the period ended June 30, 2023, the Company incurred a net loss of $507 and $23,246 for six months ended June 30, 2023. The Company used $507 for operating activities for period ended June 30, 2023, and $23,246 for six months ended June 30, 2023. At June 30, 2023, the Company has a working capital deficit of $16,754 and an accumulated deficit of $(205,992). These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The unaudited condensed financial statements included in this report on Form 10-Q does not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.Plans

~~Off-Balance~~There ~~Sheet~~are ~~Arrangements~~no stock option plans. No grants of stock options or stock appreciation rights were made during the years ended December 31, 2025 and 2024.

~~The~~Director ~~Company does not have any off-balance sheet arrangements.~~ Compensation

~~Future~~The ~~Financings~~Company’s Board of Director’s are not compensated for their services nor are they reimbursed for any costs incurred while performing their duties.

WeOutstanding ~~will~~Equity continue to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund planned acquisitions and exploration activities.Awards

As of December 31, 2025, the Company had no unexercised options, stock that has not vested, and equity incentive plan award.

~~Critical~~SECURITY ~~Accounting~~OWNERSHIP ~~Policies~~OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

~~Our~~The ~~financial~~following ~~statements~~table ~~and~~lists, ~~accompanying~~as ~~notes~~of ~~have~~March ~~been~~25, ~~prepared~~2026, the innumber ~~accordance~~of ~~with~~shares ~~United~~of ~~States~~common ~~generally~~stock ~~accepted~~of ~~accounting~~our ~~principles~~Company ~~applied~~that onare abeneficially ~~consistent~~owned ~~basis.~~by ~~The~~(i) ~~preparation~~each ofperson ~~financial~~or entity known to our Company to be the ~~statements~~beneficial inowner ~~conformity~~of ~~with~~more ~~U.S.~~than ~~generally~~5% ~~accepted~~of ~~accounting~~the ~~principles~~outstanding ~~requires~~common ~~management~~stock; to(ii) ~~make~~each ~~estimates~~officer and ~~assumptions~~director ~~that affect~~of ~~the~~our ~~reported~~Company; ~~amounts~~and of(iii) ~~assets~~all officers and ~~liabilities,~~directors ~~the~~as ~~disclosure~~a group. Information relating to beneficial ownership of ~~contingent~~common ~~assets~~stock by our principal shareholders and ~~liabilities~~management atis based ~~the~~upon ~~date~~information offurnished ~~the~~by ~~financial statements~~each ~~and~~person ~~the~~using ~~reported~~beneficial ~~amounts~~ownership ofconcepts ~~revenues~~under ~~and~~the ~~expenses~~rules ~~during~~of the ~~reporting~~Securities ~~periods~~and Exchange Commission.

WeUnder ~~regularly~~these ~~evaluate~~rules, ~~the~~a ~~accounting~~person ~~policies~~is ~~and~~deemed ~~estimates~~to ~~that~~be wea beneficial ~~use~~owner toof ~~prepare~~a ~~our~~security ~~financial~~if ~~statements.~~that Aperson ~~complete~~has ~~summary~~or ofshares ~~these~~voting ~~policies~~power, iswhich ~~included~~includes in the ~~notes~~power to ~~our~~vote ~~financial~~or ~~statements.~~direct ~~The preparation~~the voting of ~~these~~the ~~consolidated~~security, or ~~financial~~investment ~~statements~~power, ~~requires~~which usincludes the power to ~~make~~vote ~~estimates~~or ~~and~~direct ~~judgments~~the ~~that~~voting ~~affect~~of the ~~reported~~security. ~~amounts~~The ~~of assets,~~person ~~liabilities,~~is ~~revenue~~also ~~and~~deemed ~~expenses~~to ~~and~~be ~~related~~a ~~disclosures~~beneficial owner of ~~contingent~~any ~~liabilities.~~security Onof anwhich ~~on-going~~that ~~basis,~~person wehas ~~evaluate~~a ~~our~~right ~~estimates. We~~to ~~base~~acquire ~~our~~beneficial ~~estimates~~ownership onwithin ~~historical~~60 ~~experience~~days. Under the Securities and onExchange Commission ~~various~~rules, ~~other~~more ~~assumptions~~than ~~that~~one weperson ~~believe~~may be deemed to be ~~reasonable~~a ~~under~~beneficial owner of the ~~circumstances~~same securities, ~~the~~ ~~results~~and ofa ~~which~~person ~~form~~may ~~the~~be ~~basis~~deemed ~~for~~to ~~making~~be a ~~judgments~~beneficial ~~about~~owner ~~the~~of ~~carrying~~securities ~~values~~as ofto ~~assets~~which ~~and~~he ~~liabilities~~or ~~that~~she ~~are~~may not ~~readily~~have ~~apparent from~~any ~~other~~pecuniary ~~sources~~beneficial interest. ~~Actual~~Except ~~results~~as ~~may~~noted ~~differ~~below, ~~from~~each ~~these~~person has ~~estimates~~sole ~~under~~voting ~~different~~and ~~assumptions~~investment ~~or conditions~~power.

~~Recently~~The ~~Issued~~percentages ~~Accounting~~below ~~Pronouncements~~are calculated based on 100,959,932 shares of our common stock issued and outstanding as of March 25, 2026. Unless otherwise indicated, the address of each officer and director listed below is c/o Invech Holdings, Inc., 1603 Capitol Ave, Suite 413 PMB 1777, Cheyenne, WY 82001.

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

		Number of
		Shares
	Name and Address of	Beneficially		Percent
Title of Class	Beneficial Owner	Owned (1)		of Class (2)
Common Stock	Alexander M. Woods-Leo		90,000,000		89.14%
Common Stock	All directors and named executive officers as a group (1 person)		90,000,000		89.14%

Preferred Stock	Alexander M. Woods-Leo		300,000		100.0%
Preferred Stock	All directors and named executive officers as a group (1 person)		300,000		100.0%

Contractual Obligations

(1)

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Each of the beneficial owners listed above has direct ownership of and sole voting power to the shares of the Company’s common stock.

(2)

As of March 25, 2026, a total of 100,959,932 shares of the Company’s common stock and 300,000 shares of the Company’s preferred stock are considered to be outstanding pursuant to SEC Rule 13d-3(d)(1). For each beneficial owner listed, any options exercisable within 60 days have been also included for purposes of calculating their percent of class.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

Fiscal Quarter Ended March 31, 2023

RESULTS OF OPERATIONS

Working Capital

	March 31, 2023 $		March 31, 2022 $
Current Assets		40,000		–
Current Liabilities		22,749		–
Working Capital (Deficit)		17,251		–

Cash Flows

	March 31, 2023 $			March 31, 2022 $
Cash Flows used in Operating Activities		(22,739	)		–
Cash Flows used in Investing Activities		–			–
Cash Flows from Financing Activities		62,739			–
Net change in Cash During Year		40,000			–

Operating Revenues

During the three months ended March 31, 2023, the Company recorded revenues of $0 compared to revenues of $0 during the three months ended March 31, 2022.

Operating Expenses and Net Loss

During the three months ended March 31, 2023, the Company incurred operating expenses of $22,739 compared to operating expenses of $0 during the three months ended March 31, 2022. The increase in operating expenses was due to an overall increase in operating activities for the current year compared to prior year due to paying company expenses to become current with the transfer agent, Nevada Secretary of State and OTC Markets. The Company also incurred expenses for accounting, legal fees and document preparation.

Net loss for the three months ended March 31, 2023, was $22,739 compared to a net loss of $0 during the three months ended March 31, 2022.

For the three months ended March 31, 2023, and 2022, the Company recorded a basic and diluted loss per share of $0.00.

Liquidity and Capital Resources

As of March 31, 2023, the Company had cash of $40,000 and total assets of $0 compared to cash of $0 and total assets of $0 as of March 31, 2022. Overall, the Company saw an increase in cash due to the proceeds received from the sale of Preferred Stock, of which proceeds will be used for operating activities during the fourth quarter.

The Company had total liabilities of $22,739 as of March 31, 2023, compared to $0 as of March 31, 2022. The increase in liabilities was due to a loan from a related party to pay company expenses.

As of March 31, 2023, the Company had a working capital deficit of $17,251 compared to a working capital deficit of $0 as of March 31, 2022. The increase in the working capital deficit was due to an overall increase in operating activities for the current year compared to prior year due to paying company expenses to become current with the transfer agent, Nevada Secretary of State and OTC Markets. The Company also incurred expenses for accounting, legal fees and document preparation.

Cash Flow from Operating Activities

During the three months ended March 31, 2023, the Company used $22,739 of cash for operating activities compared to $0 of cash for operating activities during the three months ended March 31, 2022. The increase in the operating activities was due to an overall increase in operating activities for the current year compared to prior year due to paying company expenses to become current with the transfer agent, Nevada Secretary of State and OTC Markets. The Company also incurred expenses for accounting, legal fees and document preparation.

Cash Flow from Investing Activities

During the three months ended March 31, 2023, the Company received cash inflows of $0 from investing activities compared to use of cash of $0 during the three months ended March 31, 2022.

Cash Flow from Financing Activities

During the three months ended March 31, 2023, the Company received $22,739 of loan proceeds from the Chief Executive Officer. During the three months ended March 31, 2022, the Company received $0 of cash from financing activities.

Going Concern

We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive acquisitions and activities. During the period ended March 31, 2023, the Company incurred a net loss of $22,739 and a net loss of $0 for quarter ended March 31, 2022. The Company used $22,739 for operating activities for period ended March 31, 2023, and $0 for quarter ended March 31, 2022. At March 31, 2023, the Company has a working capital deficit of $17,251 and an accumulated deficit of $ 199,297. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The unaudited condensed financial statements included in this report on Form 10-Q does not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements.

Future Financings

We will continue to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund planned acquisitions and exploration activities.

Critical Accounting Policies

Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in the notes to our financial statements. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses and related disclosures of contingent liabilities. On an on-going basis, we evaluate our estimates. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Recently Issued Accounting Pronouncements

Contractual Obligations

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

DESCRIPTION OF BUSINESS

Corporate History

Invech Holdings, Inc. (OTC “IVHI”) was incorporated under the laws of the State of Nevada on December 17, 1998, as Explore Technologies, Inc.

On March 18, 2003, the Company changed its name to Hubei Pharmaceutical Group, Ltd., and to Amersin Life Sciences Corporation on January 6, 2005. On March 22, 2007, the Company changed its name to Golden Tech Group, Ltd and to MegaWin Investments, Inc. on February 21, 2018. Finally, the Company changed its name to Invech Holdings, Inc. on July 19, 2018.

The Company has entered into a merger agreement on May 23, 2000, with Cashsurfers, Inc., an Internet based technology business. On July 24, 2000, the agreement was terminated because the Company was unable to raise sufficient capital required under the merger agreement and was unable to make payment to Cashsurfers under the terms of the agreement.

On March 17, 2003, the Company acquired the majority interest in Hubei Pharmaceutical Co. Ltd. The Company issued 22,000,000 common shares resulting in a change in control.

On September 10th, 2004, the Company entered into material agreement, to sell its 57.14% controlling interest in the Hubei Pharmaceutical Co. Ltd. At that time the Company was engaged in the acquisition and vertical integration of operating subsidiaries and controlling joint venture interests in China to include all facets of pharmaceutical life sciences from raw materials through dosage form production and distribution. In October 2005, the Company terminated its participation in the Hubei Tongji Benda Ebei Pharmaceutical Co. Ltd. joint venture in Hubei Province, China.

Business operations for Invech Holdings, Inc. were abandoned in 2007 and its Nevada registration was revoked. A custodianship action, as described in the subsequent paragraph, was commenced in 2017.

January 2018, the Custodian appointed Robert Chin as sole officer and director.

SCC was compensated for its role as custodian in the amount of 120,000 shares of Convertible Preferred A Series Stock (“Preferred A Stock”). In January 2018, the Custodian sold these shares to Queen Investment (HK) Ltd. for the purchase price of $35,000. The Custodian did not receive any additional compensation, in the form of cash or stock, for custodian services. The custodianship was terminated on April 18, 2018. See appointment and termination of custodianship court orders attached as an Exhibit.

Small Cap Compliance, LLC is controlled by Rhonda Keaveney, its sole member.

On January 21, 2023, the Company issued 300,000 shares of Convertible Series A Preferred Stock to Small Cap Compliance, LLC for the purchase price of $45,000. These shares represent the majority control. At that time the Company implemented a new business plan and IVHI is now in the business of regulatory compliance and consulting for public companies. Mr. Wu and Mr. Chen resigned all positions with the Company and appointed Rhonda Keaveney as CEO, Director, Secretary, and Treasurer.

ETAO Logistic Inc. cancelled all 110,000 shares of its Preferred A Stock on March 3, 2023 making Small Cap Compliance, LLC the sole holder of the Preferred A Stock.

Our Present Business

IVHI is company in the public company compliance industry. We specialize in drafting regulatory documents and consulting for public companies. Our services include FINRA corporate filings, drafting incorporation and corporate documents, drafting OTC Markets Disclosure Statements, and general public company compliance. IVHI acts as an outside consulting firm for these services.

In applying the foregoing criteria, management will attempt to analyze all factors and circumstances and make a determination based upon reasonable investigative measures and available data. Due to our limited capital available for investigation, we may not discover or adequately evaluate adverse facts about the opportunity to be acquired. Additionally, we will be competing against other entities that may have greater financial, technical, and managerial capabilities for identifying and expanding our business.

We anticipate that new business opportunities will be made available to us through personal contacts of our directors, officers and principal stockholders, professional advisors, broker-dealers, venture capitalists, members of the financial community and others who may present unsolicited proposals. In certain cases, we may agree to pay a finder’s fee or to otherwise compensate the persons who introduce the Company to business opportunities in which we participate.

We expect that our due diligence will encompass, among other things, meetings with incumbent management of the target business and inspection of its facilities, as necessary, as well as a review of financial and other information, which is made available to the Company. This due diligence review will be conducted either by our management or by third parties we may engage. We anticipate that we may rely on the issuance of our common stock in lieu of cash payments for services or expenses related to any analysis.

We may incur time and costs required to select and evaluate our business structure and expand our business, which cannot presently be determined with any degree of certainty. Any costs incurred with respect to the indemnification and evaluation of a prospective business that is not ultimately completed may result in a loss to the Company. These fees may include legal costs, accounting costs, finder’s fees, consultant’s fees and other related expenses. We have no present arrangements for any of these types of fees.

We anticipate that the investigation of specific business opportunities and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial cost for accountants, attorneys, consultants, and others. Costs may be incurred in the investigation process, which may not be recoverable. Furthermore, even if an agreement is reached for the participation in a specific business opportunity, the failure to consummate that transaction may result in a loss to the Company of the related costs incurred.

On September 10, 2023, IVHI executed a Consulting Service Agreement (“Agreement”) with Invech Consulting Corporation (“ICC’) whereby ICC will market IVHI to prospective clients and draft the documents for public company compliance in exchange for 1,000,000 shares of the Company’s restricted common stock. The Agreement is attached as an Exhibit.

Competition

Our company is competing with other companies and consultants in the microcap public company compliance industry, our competition includes larger firms and sole consulting persons that specialize in compliance. In addition, it will be difficult to get into some public companies as they have counsel on retainer to draft documents relating to compliance. We will compete in markets where more established companies, with larger budgets and more staff, can offer more services. We expect that the quantity and composition of our competitive environment will continue to evolve as the industry changes. Additionally, increased competition is possible to the extent that new companies enter the marketplace as a result of continued expansion into new geographies. We believe that diligently establishing and expanding our business on new platforms such as Instagram and Facebook will establish us in this industry. Additionally, we expect that establishing our service offerings on new platforms are factors that mitigate the risk associated with operating in a developing competitive environment. Additionally, the contemporaneous growth of the industry as a whole will result in new competitors entering the marketplace.

We are competing in the microcap public company compliance industry; growth will be accomplished through the advertising, email campaigns, and referrals from current clients.

Achieving this growth will increase development costs and the cost of our services. In turn, we may not be able to meet the competitive price point dictated by the market and our competitors.

Again, these are forward looking statements and not an indication of past performance. There is no guarantee that we will profit from our current business model and have no merger candidates as of the time of this filing.

Revenue Generation

We generate revenue by preparing compliance documents for public companies. Revenues are generated through the preparation of SEC regulation documents such as S-1 filings, Form 10 filings, and 8-K filings , FINRA Corporate Action filings and OTC Markets filings.

Operations

Our company is headquartered in Scottsdale, Arizona, where our executive, administrative and operational management are based. To date, the Company has begun implementing its business plan and is attempting to secure additional funding to continue expansion of our services and products. The Company has not had any significant revenues generated from its business operations since inception. Until the Company is able to generate any consistent and significant revenue, it may be required to raise additional funds by way of equity or debt financing.

Our Market

Microcap public company compliance is increasingly important and expanding after amendments to Rule 15c2-11. The amendments were adopted to enhance investor protection by requiring that microcap public companies, specifically pink sheet companies listed on OTC Markets, to become more transparent via expanded regulatory compliance.

Intellectual Property

We do not have any proprietary technology, know-how or intellectual property.

Dependence on Key Customers

We do not expect to be dependent on any key customers.

Effect of Existing or Probable Governmental Regulations on the Business

Employees

The Company currently has one executive officer. Rhonda Keaveney. Ms. Keaveney serves as Chief Executive Officer and Chief Financial Officer.

Ms. Keaveney is the sole member of the former custodian, Small Cap Compliance, LLC and sole shareholder in Invech Consulting Corporation.

Management of the Company expects to use consultants, attorneys and accountants as necessary, and it is not expected that Invech Holdings, Inc. will have any full-time or other employees, except as may be the result of completing a transaction that would expand the Company.

Seasonality of Business

There is no seasonality with respect to our business or major fluctuations in monthly demand.

Environmental Matters

There are no environmental matters concerning our business model.

Legal Proceedings

We know of no material, existing or pending legal proceedings against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

Property

Invech Holdings, Inc. does not currently own property.

MARKET FOR OUR COMMON STOCK

Our stock quote is currently listed on OTC Markets. The market for our stock is uncertain at this time. Our stock is not eligible for proprietary broker-dealer quotations. All quotes in our stock reflect unsolicited customer orders. Unsolicited-Only stocks have a higher risk of wider spreads, increased volatility, and price dislocations. Investors may have difficulty selling this stock. An initial review by a broker-dealer under SEC Rule15c2-11 is required for brokers to publish competing quotes and provide continuous market making. Our securities could be particularly illiquid due to being listed on this market and that if we remain on the Pink Current Information, it could impede a potential merger, acquisition, reverse merger or our current business pursuant to which the company could cease to be an operating company.

DIRECTORS AND EXECUTIVE OFFICERS

Our Officers and directors and additional information concerning them are as follows:

Rhonda Keaveney, J.D., Chief Executive Officer (age 56)

Rhonda L. Keaveney is the Founder and Managing Member of Small Cap Compliance, LLC, a securities compliance firm specializing in micro-cap public companies. Ms. Keaveney founded Small Cap Compliance, LLC in 2014 and has been her principal employment since inception. Her experience includes securities compliance, reverse mergers, custodian shells, OTC Markets filings and company reorg.

Ms. Keaveney has been appointed custodian of several public entities in her position with Small Cap Compliance, LLC. Her duties as custodian require Ms. Keaveney to rehabilitate a microcap company that is disrepair. These duties include state filings to reinstate the company, bringing the company current with their transfer agent, holding shareholder meetings, appointing officer and directors, negotiating company debt, general day to day management and compliance.

Ms. Keaveney’s experience with custodian entities is a great fit for the position of sole officer, director, and executive officer of Invech Holdings, Inc. She has extensive knowledge of microcap companies that require regulatory compliance. Ms. Keaveney has experience in drafting registration statements (S-1 and Form 10) and regulatory compliance (Edgar filings, OTC Markets filings, FINRA corporate actions, internal company controls, daily management of public companies).

Ms. Keaveney has worked in the public company industry for over 20 years and has extensive experience in rehabilitating administratively abandoned public companies and mergers and acquisitions.

Ms Keaveney started in the industry as stockbroker in 1993, Series 7 and 63 licensed. After working for several boutique brokerage firms, she moved into the role of compliance officer in 1996, holding a Series 24 license and managed brokers for mutual fund and annuity companies.

After her role as compliance officer, Ms. Keaveney held the position of COO for an OTCBB company, MotorSports Emporium, Inc., from 2005 through 2008. She managed the financial accounting department and maintained SEC compliance for the company. Since then, she has acted as Interim CEO for several OTC Pinks companies and assisted in reorganization of these entities.

After law school Ms. Keaveney also holds a Juris Doctor degree and worked as an independent contractor for the State of Arizona in 2013. She was assigned to state appointed attorneys and assisted in preparation and trying of cases.

At this time Ms. Keaveney is CEO, Director, Secretary and Treasurer of the following custodian companies. Ms. Keaveney was appointed as custodian through her company Small Cap Compliance, LLC. The custodianships have been terminated for all companies listed below.

Adsouth Partners, Inc. Custodian appointment June 21, 2023, termination date September 5, 2023

XSport Global, Inc. Custodian termination date March 29, 2022

Invech Holdings, Inc. (non-custodian entity, purchased control block of stock on 1/21/2023)

Small Cap Compliance, LLC and Rhonda Keaveney are not considered a promoter for Invech Holdings, Inc. under the meaning of Securities Act Rule 405(1)(ii).

There are potential conflicts when managing multiple public companies:

· Finding a suitable merger candidate or developing a business · Continuing to fund these companies by paying transfer agent fees, audit and accounting fees, and attorney fees · Time management · Maintaining regulatory compliance for companies · Small Cap Compliance, LLC is majority shareholder for these companies

Ms. Keaveney is the sole director of IVHI. Ms. Keaveney has experience in servicing as director of several public companies, as listed below. In her role as director for each of these companies, Ms. Keaveney was responsible for implementing and assessing the company’s operating plan. This entailed the following:

· financial literacy in assisting auditors and accountants in preparing financials (filing financial reports with OTC Markets and the SEC) · extensive knowledge of compliance regulation in administration of daily management matters for public companies (drafting board minutes, negotiating with creditors, compliance with transfer agent regulation, regulatory compliance) · corporate governance experience that supports transparency and protection of shareholder interests (holding shareholder meetings, posting financial reports and disclosure statements, filing Form 10s and working with outside counsel to maintain compliance) · knowledge and experience of the specific state statutes that govern board governance for each company that Ms. Keaveney is director (each state has its own statutes that require public companies comply with state of incorporation rules) · experience in drafting board of director documents and compliance with the differing state statutes · hiring outside contractors to maintain compliance and transparency (attorneys, auditors, accountants)

Small Cap Compliance, LLC/Ms. Keaveney are no longer associated with the companies listed below, except for the companies listed above. The custodianships have been terminated for all companies listed below.

CUSTODIAN COMPANIES

COURT	COMPANY NAME TICKER	CUSTODIAN APPOINTMENT/ DISCHARGE RELATIONSHIP	BUSINESS COMBINATION ENGAGEMENT	FILED OFFERINGS REGISTRATION UNDER THE SECURITIES ACT	DATE OF ASSOCIATION TERMINATION TRANSACTION TYPE PRICE AND ENTITY	SMALL CAP COMPLIANCE, LLC RETAINED EQUITY AFTER TRANSACTION
8th Judicial District Court, Clark County Nevada	Adsouth Partners, Inc. ASPR	06/21/23-9/05/23 Custodian CEO, Director	Microcap public company compliance	None	N/A	N/A as of this filing
9th Judicial Circuit Court, Orange County, Florida	Vestiage, Inc.VEST	5/26/22-8/30/22 Custodian CEO, Director	Event Planning for Gyms	None	August 25, 2023, Stock Purchase Agreement $335,00 Well Profit Holdings, Ltd.	None
9th Judicial Circuit Court, Orange County, Florida	NuOncology Labs, Inc. NLAB	10/1/21-12/9/21 Custodian CEO, Director	None	None	4/1/22, Stock Purchase Agreement $230,000, Individual	None
1st Judicial District Court, Laramie County, Wyoming	XSport Global, Inc. XSPT	06/28/21-03/29/22 Custodian CEO, Director	None	None	N/A	None
2nd Judicial District Court, Denver County, Colorado	Consolidated Capital of North America Inc. CDNO	1/28/21-4/19/21 Custodian CEO, Director	None	None	02/10/21 Stock Purchase Agreement $60,000, Individual	None
20th Judicial District Court, Boulder County, Colorado	Megalith Corp. MEGH	1/28/21-4/15/21 Custodian CEO, Director	None	None	02/10/21 Stock Purchase Agreement $60,000, Individual	None
2nd Judicial District Court, Denver County, State of Colorado	Commodore International Corp. CDRL	11/19/20-8/17/20 Custodian CEO, Director	None	None	07/13/20 Stock Purchase Agreement $45,000, Individual	None
1st Judicial District Court, Laramie County, Wyoming	PURIO, Inc. PURO	11/16/17-1/17/18 Custodian	None	None	12/6/17 Stock Purchase Agreement $28,000, Individual	None
1st Judicial District Court, Laramie County, Wyoming	Soligen Technologies, Inc. SGTN	3/22/18-12/19/18 Custodian	None	None	4/10/18 Stock Purchase Agreement $20,000, Individual	None
1st Judicial District Court, Laramie County, Wyoming	China Healthcare Crop. CHNL	6/26/18-12/3/18 Custodian	None	None	7/25/18 Stock Purchase Agreement $75,000, Individual	None
1st Judicial District Court, Laramie County, Wyoming	Cirmaker Technologies Corp. CRKT	9/27/19-3/25/20 Custodian CEO, Director	None	None	12/6/17 Stock Purchase Agreement $40,000, Bridgeview Capital	None
2nd Judicial Circuit Court, Leon County, Florida	China Teletch Holding Inc. CNCT	10/27/21-3/18/20 Custodian CEO, Director	None	None	11/2/20 Stock Purchase Agreement $80,000, World Capital Hldg.	None
11th Judicial Circuit Court, Miami-Dade County, Florida	Liberty International Holding Corp LIHC	12/16/20-5/5/21 Custodian	None	None	1/8/21 Stock Purchase Agreement $40,000 Supplement Group,Ltd	None

8th Judicial District Court, Clark County Nevada	LaSalle Brands Corp. LSAL	8/28.18-3/19/19 Custodian	None	None	12/6/18 Stock Purchase Agreement $45,000, Individual	None
8th Judicial District Court, Clark County Nevada	Biologix Hair Inc. BGLX	1/28/19-3/28/19 Custodian	None	None	12/9/21 Stock Purchase Agreement $37,000, Bridgeview Capital Partners	None
8th Judicial District Court, Clark County Nevada	National Graphite Corp. NGRC	3/25/19-5/21/19 Custodian	None	None	2/19/20 Stock Purchase Agreement $40,000, Individual	None
8th Judicial District Court, Clark County Nevada	Starstream Entertainment, Inc. SSET	8/26/19-10/30/19 Custodian	None	None	17/23/19 Stock Purchase Agreement $48,000, Individual	None
8th Judicial District Court, Clark County Nevada	Maxwell Resources Inc. MAXE	6/10/19-8/19/19 Custodian	None	None	12/9/21 Stock Purchase Agreement $38,000, Individual	None
8th Judicial District Court, Clark County Nevada	The Evermedia Group EVRM	2/17/20-3/25/29 Custodian CEO, Director	None	None	1/20/20 Stock Purchase Agreement $44,000, Individual	None
8th Judicial District Court, Clark County Nevada	China Changjiang Mining & New Entergy Co CHJI	3/3/20-5/18/20 Custodian CEO, Director	None	None	8/23/20 Stock Purchase Agreement $37,000, Bridgeview Capital Partners	None
8th Judicial District Court, Clark County Nevada	Nhale Inc. NHLE	03/1/21-4/8/21 Custodian CEO, Director	None	None	12/9/21 Stock Purchase Agreement $37,000, Bridgeview Capital Partners	None
8th Judicial District Court, Clark County Nevada	American Rolling Co. Inc. MNGG	6/9/21-6/16/22 Custodian	None	None	N/A	None

EDUCATION AND CREDENTIALS

J.D., Northwestern California School of Law, 2011

B.S.L., Northwestern California School of Law, 2008

Project Management Master Certificate, Villanova University

Terms of Office

The Company’s director was appointed on January 23, 2023. The Director and Officers shall be elected by the Stockholders of the Corporation in an election conducted by the Secretary. The Director and Officers shall serve annual terms automatically renewed unless an election is called.

The Company’s directors hold office after the expiration of his or her term until his or her successor is elected and qualified, or until he or she resigns or are removed in accordance with the Company’s Bylaws and the provisions of the Nevada Revised Statutes.

Director Independence

There are no family relationships among any of our directors or executive officers.

Involvement in Certain Legal Proceedings

During the past ten years, no director, executive officer, promoter or control person of the Company has been involved in the following:

1. A petition under the Federal bankruptcy laws or any state insolvency law which was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

2. Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

3. Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:

4. Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

5. Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

6. Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

7. Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

i. Any Federal or State securities or commodities law or regulation; or

ii. Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or

iii. Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity.

8. Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity.

Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Meetings and Committees of the Board

The Company does not have an audit committee or an audit committee financial expert (as defined in Item 407 of Regulation S-K) serving on its Board of Directors. All current members of the Board of Directors lack sufficient financial expertise for overseeing financial reporting responsibilities. The Company has not yet employed an audit committee financial expert on its Board due to the inability to attract such a person.

The Company intends to establish an audit committee of the board of directors, which will consist of independent directors. The audit committee's duties will be to recommend to the Company's board of directors the engagement of an independent registered public accounting firm to audit the Company's financial statements and to review the Company's accounting and auditing principles. The audit committee will review the scope, timing and fees for the annual audit and the results of audit examinations performed by the internal auditors and independent registered public accounting firm, including their recommendations to improve the system of accounting and internal controls. The audit committee will at all times be composed exclusively of directors who are, in the opinion of the Company's board of directors, free from any relationship which would interfere with the exercise of independent judgment as a committee member and who possess an understanding of financial statements and generally accepted accounting principles.

Family Relationships

There are no family relationships between or among the directors, executive officers or persons nominated or chosen by us to become directors or executive officers.

Code of Ethics

Our Board of Directors has not adopted a code of ethics due to the fact that we presently only have one director who also serves as the sole executive officer of the Company and the Board of Directors chose not to reduce to writing standards designed to deter wrongdoing and promote honest and ethical conduct. The Board of Directors believes that the Company's small size and the limited number of personnel who are responsible for its operations make a formal Code of Ethics unnecessary. We anticipate that we will adopt a code of ethics when we increase either the number of our directors and officers or the number of our employees.

Nomination of Directors

As of September 30, 2023, we had not effected any material changes to the procedures by which our stockholders may recommend nominees to our board of directors. Our board of directors does not have a policy with regards to the consideration of any director candidates recommended by our stockholders. Our board of directors has determined that it is in the best position to evaluate our company’s requirements as well as the qualifications of each candidate when our board considers a nominee for a position on our board of directors. If stockholders wish to recommend candidates directly to our board, they may do so by sending communications to the president of our Company at the address of our executive offices.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers and persons who beneficially own more than ten percent of a registered class of our equity securities to file with the SEC initial reports of ownership and reports of change in ownership of common stock and other equity securities of the Company. Officers, directors and greater than ten percent stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to us under Rule 16a-3(e) during the year ended December 31, 2022, and the representations made by the reporting persons to us, we believe that during the year ended December 31, 2022, our executive officers and directors and all persons who own more than ten percent of a registered class of our equity securities complied with all Section 16(a) filing requirements.

EXECUTIVE COMPENSATION

The following table sets forth the compensation paid to our executive officers during the twelve-month periods ended December 31, 2022 and 2021:

Name and Principal Position	Year	Salary	Bonus	Stock Awards	Option Awards	Nonequity incentive plan compensation	Nonqualified deferred compensation earnings
Zhilian Wu, CEO	2021 and 2022	0	0	0	0	0	0
Dong Chen, Director	2021 and 2022	0	0	0	0	0	0
Rhonda Keaveney	01/2023 thru present	0	0	0	0	0	0

Narrative Disclosure to Summary Compensation Table

There are no employment contracts, compensatory plans or arrangements, including payments to be received from the Company with respect to any executive officer, that would result in payments to such person because of his or her resignation, retirement or other termination of employment with the Company, or its subsidiaries, any change in control, or a change in the person's responsibilities following a change in control of the Company.

Outstanding Equity Awards at Fiscal Year-End

The Company has not issued any equity compensation any officer or director.

Long-Term Incentive Plans

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers.

Compensation Committee

We currently do not have a compensation committee of the Board of Directors. The Board of Directors as a whole determines executive compensation.

Compensation of Directors

Our directors receive no extra compensation for their service on our Board of Directors.

Certain Relationship and Related Transactions, and Director Independence

Regulation S-K, Item 4, Section C require the disclosure of transactions with related persons since the beginning of the registrant's last fiscal year, or any currently proposed transaction, in which the registrant was or is to be a participant and the amount involved exceeds $120,000, and in which any related person had or will have a direct or indirect material interest.

We have one outstanding loan with the following related persons:

The company borrowed $28,434 from Small Cap Compliance, LLC to pay company debt which includes transfer agent fees and accounting fees.

SCC is the majority shareholder of Invech Holdings, Inc. and Rhonda Keaveney, our Company’s sole officer and director, is also the owner of SCC.

This loan bears no interest, is not convertible into the Company’s stock, has no maturity date and is payable upon demand.

Regulation S-K, Item 4, Section C require disclosure of promoters and certain control persons for registrants that are filing a registration statement on Form 10 under the Exchange Act and that had a promoter at any time during the past five fiscal years shall:

(i) State the names of the promoter(s), the nature and amount of anything of value (including money, property, contracts, options or rights of any kind) received or to be received by each promoter, directly or indirectly, from the registrant and the nature and amount of any assets, services or other consideration therefore received or to be received by the registrant; and

(ii) As to any assets acquired or to be acquired by the registrant from a promoter, state the amount at which the assets were acquired or are to be acquired and the principle followed or to be followed in determining such amount, and identify the persons making the determination and their relationship, if any, with the registrant or any promoter. If the assets were acquired by the promoter within two years prior to their transfer to the registrant, also state the cost thereof to the promoter.

Small Cap Compliance, LLC is not considered a promoter under the meaning of Securities Act Rule 405(1)(ii).

Under Regulation S-K Item 404(c)(2) Registrants shall provide the disclosure required by paragraphs (c)(1)(i) and (c)(1)(ii) of this Item as to any person who acquired control of a registrant that is a shell company, or any person that is part of a group, consisting of two or more persons that agree to act together for the purpose of acquiring, holding, voting or disposing of equity securities of a registrant, that acquired control of a registrant that is a shell company.

At the time SCC purchased the control block of Preferred A Stock, IVHI was a shell company. In accordance with S-K 404(c)(2) paragraphs (c)(1)(i) and (c)(1)(ii), the following information is being disclosed. However, as discussed below, IVHI is no longer considered a shell company.

Rhonda Keaveney has been appointed as custodian to many companies in the states of Nevada, Wyoming, Colorado and Florida. As custodian, Ms. Keaveney, through her company, Small Cap Compliance, LLC has rehabilitated many companies, including IVHI. The only potential conflict in working with, and acting as officer and director, of multiple companies is the amount of time Ms. Keaveney has to spend on the daily operations of each company. The custodian companies have no operations. Ms. Keaveney reinstates each company with its state of domicile, files Form 10s or OTC Markets financial statements, pays certain outstanding company bills and searches for a suitable merger candidate or business combination for each company.

The potential for conflict is low but not zero. Ms. Keaveney does not employ any investor relations firms to promote any of her companies and focuses on making each company compliant with relevant regulatory agencies. The investors should be aware that Small Cap Compliance, LLC is the majority shareholder for each company and Ms. Keaveney is the only officer, director and executive director for IVHI. These companies have usually been abandoned and the stock is illiquid. The investors could lose some or all of their investment due to these factors.

Rhonda Keaveney is our CEO and President. She is not deemed to be independent under applicable rules. We have not established any committees of the Board of Directors. We have only one individual serving as director, officer, and executive officer.

IVHI is no longer a shell company as discussed in detail in Item 2. We are incurring material operating expenses and development expenses relating to regulatory compliance for public companies and marketing our services. In addition, we have incurred material expenses in the operation of our business, such as travel costs, audit expenses, and so forth. These, and other elements of our operating status show that we indeed are and have “engaged in activities that are, at a minimum, sufficient to manifest a strong commitment to developing a legitimate business.” It is our assertion that since January 21, 2023, IVHI has not been a shell company.

Regulation S-K, Item 404(d)(1) requires that small reporting companies, as defined by § 229.10(f)(1), disclose the acquisition of an entity as it related to a related-party transaction.

Ms. Keaveney is sole shareholder and sole officer and director of Invech Consulting Corporation (“ICC”). IVHI executed a consulting service agreement with ICC.

Except as set forth above, there have been no related party transactions, or any other transactions or relationships required to be disclosed.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth, as of September 30, 2023, the number of shares of common stock owned of record and beneficially by our executive officer, director and persons who beneficially own more than 5% of the outstanding shares of our common stock.

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percentage of Class
Kenny Lau	740,000 Restricted Common Shares	7.77%
Unit 1501 Hollywood Plaza 610 Nathan Road
Kowloon, Hong Kong

Name and Address of Management Ownership	Amount and Nature of Beneficial Ownership	Percentage of Class
Small Cap Compliance, LLC*	300,000 Series A Convertible Preferred Stock**	100%
Rhonda Keaveney, Sole Officer and Director
PO Box 26496 Scottsdale, AZ 85255	1,000,000 Restricted Common Stock	.09%

Collective Management Ownership		Amount and Nature of Beneficial Ownership		Percentage of Class
Officer & Director, Rhonda Keaveney*		0 shares

*Rhonda Keaveney is the sole owner of Small Cap Compliance, LLC, sole officer and director for IVHI. Miss Keaveney is sole shareholder of the common shares in Invech Consulting Corporation, the Company’s subsidiary.

** Each share of Series A Stock shall be convertible, at the option of the Holder, into 1,000 (One Thousand) fully paid and non-assessable shares of the Corporation's Common Stock and the Holders of the Series A Stock shall be entitled to 1,000 (One Thousand) votes per share of Series A Stock.

As long as Small Cap Compliance, LLC owns the shares of Preferred A Stock, it will have the majority of the voting power of the company stock outstanding.

ITEM 11A. MATERIAL CHANGES

ETAO Logistic Inc. cancelled all 110,000 shares of its Preferred A Stock on March 3, 2023 making Small Cap Compliance, LLC the sole holder of the Preferred A Stock.

ITEM 12A. DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Our Articles of Incorporation contain provisions that limit the liability of our directors for monetary damages to the fullest extent permitted by Nevada law. Consequently, our directors will not be personally liable to us or our stockholders for monetary damages for any breach of fiduciary duties as directors, except liability for (a) acts or omissions which involve intentional misconduct, fraud or a knowing violation of law; or (b) the payment of dividends in violation of Nevada Revised Statutes (N.R.S.) 78.300.

Our Articles of Incorporation and Bylaws provide that we are required to indemnify our directors and officers, in each case to the fullest extent permitted under the Nevada Revised Statutes. Our Bylaws also provide that Director, Officers, and all agents or employees shall be defended and indemnified by the Corporation against all claims relating to the course and scope of their duty or duties to the Corporation. The Corporation shall have no duty to indemnify or defend the Director, Officers, agents, or employees from claims of gross negligence, criminal negligence, intentional misconduct, and/or fraud.

The limitation of liability and indemnification provisions in our Articles of Incorporation and Bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duties. They may also reduce the likelihood of derivative litigation against directors and officers, even though an action, if successful, might benefit us and our stockholders. A stockholder’s investment may be harmed to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. There is no pending litigation or proceeding naming any of our directors, officers or employees as to which indemnification is being sought, nor are we aware of any pending or threatened litigation that may result in claims for indemnification by any director, officer or employee.

LEGAL MATTERS

The validity of the shares being offered hereby has been passed upon by the law firm of Archer & Greiner P.C., Salt Philadelphia, PA.

EXPERTS

The audited consolidated financial statements of the Company as of December 31, 2022 and 2021 included in this prospectus have been audited by BF Borgers CPA PC, who is an independent registered public accounting firm, as set forth in their report appearing elsewhere herein, and are included herein in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the various costs and expenses payable by us in connection with the sale of the securities being registered. All such costs and expenses shall be borne by us. Except for the SEC registration fee, all the amounts shown are estimates.

	Amount to be Paid
SEC registration fee		110.20
Legal fees and expenses		1,000.00
Accounting fees and expenses		33,000.00
Printing and miscellaneous expenses		20,000.00
Total		54,110.20

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

(1) Insofar as indemnification for liabilities arising under the Securities Act may be permitted as to directors, officers and controlling persons of the registrant pursuant to the provisions described in Item 14, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes:

(2) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increases or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(3) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(4) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(5) That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser, each prospectus and prospectus supplement filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A (§230.430A of this chapter), shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(6) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: (i) any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; (ii) any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; (iii) the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and (iv) any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

Small Cap Compliance, LLC was issued 300,000 shares of Preferred A Stock on January 25, 2023 for the purchase price of $40,000 and 1,000,000 shares of Restricted Common Stock on September 12, 2023 for consulting services. Small Cap Compliance, LLC is owned by Ms. Keaveney, the only officer, director and executive officer of IVHI.

These shares were issued under Section 4(a)(2) of the Securities Act of 1933.

Series A Stock is convertible as follows:

Each share of Series A Stock shall be convertible, at the option of the Holder, into 1,000 (One Thousand) fully paid and non-assessable shares of the Corporation's Common Stock and the Holders of the Series A Stock shall be entitled to 1,000 (One Thousand) votes per share of Series A Stock

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the Securities and Exchange Commission, Washington, D.C. 20549, under the Securities Act of 1933, a registration statement on Form S-1 relating to the shares offered hereby. This prospectus does not contain all of the information set forth in the registration statement and the exhibits and schedules thereto. For further information with respect to our company and the shares offered by this prospectus, you should refer to the registration statement, including the exhibits and schedules thereto. You may inspect a copy of the registration statement without charge at the Public Reference Section of the Securities and Exchange Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the Securities and Exchange Commission. The Securities and Exchange Commission also maintains an Internet site that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Securities and Exchange Commission. The Securities and Exchange Commission’s World Wide Web address is http://www.sec.gov.

Statements contained in this prospectus as to the contents of any contract or other document that we have filed as an exhibit to the registration statement are qualified in their entirety by reference to the exhibits for a complete statement of their terms and conditions.

The representations, warranties and covenants made by us in any agreement that is filed as an exhibit to the registration statement of which this prospectus is a part were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were made as of an earlier date. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.

We file periodic reports, proxy statements and other information with the Securities and Exchange Commission in accordance with requirements of the Exchange Act. These periodic reports, proxy statements and other information are available for inspection and copying at the regional offices, public reference facilities and Internet site of the Securities and Exchange Commission referred to above. You can also request copies of such documents, free of charge, by contacting the company at 972-221-4080.

Information contained on our website is not a prospectus and does not constitute a part of this prospectus.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

INVECH HOLDINGS, INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheets as of December 31, 2022 and 2021	F-3
Consolidated Statements of Operations for the Years ended December 31, 2022 and 2021	F-4
Consolidated Statement of Changes in Stockholders’ Deficit for the Years ended December 31, 2022 and 2021	F-5
Consolidated Statements of Cash Flows for the Years ended December 31, 2022 and 2021	F-6
Notes to Consolidated Financial Statements	F-7

(Audited)

Consolidated Balance Sheets as of March 31, 2023	F-9
Report of Independent Registered Public Accounting Firm	F-1
Consolidated Statements of Operations for the Quarter Ended March 31, 2023	F-10
Balance Sheets as of December 31, 2025 and 2024	F-2
Consolidated Statement of Changes in Stockholders’ Deficit for the Quarter Ended March 31, 2023	F-11
Statements of Operations for the Years ended December 31, 2025 and 2024	F-3
Consolidated Statements of Cash Flows for the Quarter Ended March 31, 2023	F-12
Statement of Changes in Stockholders’ Equity (Deficit) for the Years ended December 31, 2025 and 2024	F-4
Notes to Consolidated Financial Statements	F-13
Statements of Cash Flows for the Years ended December 31, 2025 and 2024	F-5
Notes to Financial Statements	F-6

Consolidated Balance Sheets as of June 30, 2023	F-15
Consolidated Statements of Operations for the Quarter Ended June 30, 2023	F-16
Consolidated Statement of Changes in Stockholders’ Deficit for the Quarter Ended June 30, 2023	F-17
Consolidated Statements of Cash Flows for the Quarter Ended June 30, 2023	F-18
Notes to Consolidated Financial Statements	F-19

Consolidated Balance Sheets as of September 30, 2023	F-21
Consolidated Statements of Operations for the Quarter Ended September 30, 2023	F-22
Consolidated Statement of Changes in Stockholders’ Deficit for the Quarter Ended September 30, 2023	F-23
Consolidated Statements of Cash Flows for the Quarter Ended September 30, 2023	F-24
Notes to Consolidated Financial Statements	F-25

F-1

Report of Independent Registered Public Accounting Firm

ToMICHAEL ~~the~~GILLESPIE ~~shareholders~~& ~~and the board of directors of Invech Holdings~~ASSOCIATES, ~~Inc.~~PLLC

CERTIFIED PUBLIC ACCOUNTANTS

Vancouver, WA 98666

206.353.5736

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders, Board of Directors & Shareholders

Invech Holdings, Inc.

Opinion on the Financial Statements

We have audited the accompanying restated balance sheets of Invech Holdings, Inc. as of December 31, ~~2022~~2025 and ~~2021,~~2024 and the related statements of operations, ~~stockholders'~~changes ~~equity~~in (stockholders’ deficit), ~~and~~ cash flows ~~for the years then ended~~, and the related notes (collectively referred to as ~~the "~~“financial statements"”) for the years then ended. In our opinion, the ~~consolidated~~ financial statements present fairly, in all material respects, the restated financial position of the Company as of December 31, ~~2022~~ 2025 and ~~2021,~~2024 and the results of its operations and its cash flows for the years ~~then~~December ~~ended~~31, 2025 and 2024 in conformity with accounting principles generally accepted in the United States of America.

~~Substantial Doubt about the Company’s Ability to Continue as a~~ Going Concern

The accompanying financial statements have been prepared assuming ~~that~~ the Company will continue as a going concern. As discussed in Note #3 to the financial statements, although the Company ~~has~~ ~~suffered~~has ~~recurring~~limited ~~losses from~~ operations and it has ayet ~~significant accumulated deficit. In addition, the Company continues~~ to ~~experience negative~~attain ~~cash flows from operations~~profitability. ~~These~~This ~~factors~~raises ~~raise~~ substantial doubt about ~~the~~its ~~Company's~~ ability to continue as a going concern. Management'’s ~~plans~~plan in regard to these matters ~~are~~is also described in Note #3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These ~~consolidated~~ financial statements are the responsibility of the Company'’s management. Our responsibility is to express an opinion on the Company'’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our ~~audit~~audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our ~~audits~~audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our ~~audit~~audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

/S/ BFMICHAEL ~~Borgers~~GILLESPIE ~~CPA~~& PCASSOCIATES, PLLC

BFWe ~~Borgers~~have ~~CPA~~served PCas ~~(PCAOB~~the IDCompany’s ~~5041)~~auditor since 2024.

WePCAOB ~~have~~ID: ~~served as the Company's auditor since 2023~~6108

~~Lakewood~~Vancouver, COWashington

January 816, ~~2024~~2026

F-21

INVECH HOLDINGS, INC.

BALANCE SHEETS

(Unaudited)


	December 31,			December 31,
	2025			2024
ASSETS
Current Assets:

Cash	$	–		$	–
Prepaid		1,500			1,260

Total Assets	$	1,500		$	1,260

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities:
Due to a related party	$	58,258		$	–
Due to a former related party		–			4,443
Accruals		5,391			5,391
Total Liabilities		63,649			9,834

Commitments and contingencies		–			–

Stockholders' Deficit:
Preferred stock, $0.001 par value; 5,000,000 shares authorized		–			–
Series A Preferred stock, $0.001 par value; 1,000,000 shares designated; 300,000 and 300,000 shares issued and outstanding, respectively		300			300
Common stock, $0.001 par value; 500,000,000 shares authorized, 100,521,335 and 100,521,335 shares issued and outstanding, respectively		100,521			100,521
Additional paid-in capital		202,113			197,670
Accumulated deficit		(365,083	)		(307,065	)
Total Stockholders’ Deficit		(62,149	)		(8,574	)

Total Liabilities and Stockholders' Deficit	$	1,500		$	1,260

	December 31,			December 31,
	2022			2021
ASSETS
Current Assets:
Cash	$	–		$	–
Total Assets	$	–		$	–
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts payable	$	–		$	–
Total Liabilities		–			–
Stockholders' Deficit:
Preferred stock, $0.001 par value; 5,000,000 shares authorized		–			–
Series A Preferred stock, $0.001 par value; 1,000,000 shares designated; 110,000 shares issued and outstanding		110			110
Common stock, $0.001 par value; 500,000,000 shares authorized, 9,521,335 shares issued and outstanding		1,195			1,195
Additional paid-in capital		175,253			175,253
Accumulated deficit		(176,558	)		(176,558	)
Total Stockholders’ Deficit		–			–
Total Liabilities and Stockholders' Deficit	$	–		$	–

The accompanying notes are an integral part of these financial statements.

~~The accompanying notes are an integral part of these unaudited financial statements.~~F-2

F-3

INVECH HOLDINGS, INC.

STATEMENTS OF OPERATIONS

(Unaudited)


	For the Years Ended
	December 31,
	2025			2024
Operating Expenses:
General and administrative expenses	$	58,018		$	60,475
Total operating expenses		58,018			60,475

Loss from operations		(58,018	)		(60,475	)

Net Loss	$	(58,018	)	$	(60,475	)

Loss per share– basic and diluted	$	(0.00	)	$	(0.00	)

Weighted average shares – basic and diluted		100,521,335			20,384,349

	For the Years Ended
	December 31,
	2022		2021
Operating Expenses:
General & administrative expenses	$	–	$	–
Total operating expenses		–		–
Loss from operations		–		–
Loss before income taxes		–		–
Provision for income taxes		–		–
Net loss	$	–	$	–
Basic and diluted loss per share	$	–	$	–
Basic and diluted weighted average shares		9,521,335		9,521,335

The accompanying notes are an integral part of these financial statements.

~~The accompanying notes are an integral part of these unaudited financial statements.~~F-3

INVECH HOLDINGS, INC.

STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024


	Series A Preferred Stock				Common Stock				Additional Paid in			Accumulated			Total Stockholders’ Equity
	Shares		Amount		Shares		Amount		Capital			Deficit			(Deficit)
Balance at December 31, 2023		300,000	$	300		10,521,335	$	10,521	$	202,294		$	(246,590	)	$	(33,475	)
Common stock issued for debt – related party		–		–		90,000,000		90,000		(4,624	)		–			85,376
Net loss		–		–		–		–		–			(60,475	)		(60,475	)
Balance at December 31, 2024		300,000		300		100,521,335		100,521		197,670			(307,065	)		(8,574	)
Forgiveness of related party debt		–		–		–		–		4,443			–			4,443
Net loss		–		–		–		–		–			(58,018	)		(58,018	)
Balance at December 31, 2025		300,000	$	300		100,521,335	$	100,521	$	202,113		$	(365,083	)	$	(62,149	)

The accompanying notes are an integral part of these financial statements.

F-4

INVECH HOLDINGS, INC.

~~STATEMENT~~STATEMENTS OF ~~CHANGES~~CASH ~~IN STOCKHOLDERS’ DEFICIT~~ FLOWS

YEARS ENDED DECEMBER 31, 2022 AND 2021


	For the Years Ended
	December 31,
	2025			2024
Cash flows from operating activities:
Net loss	$	(58,018	)	$	(60,475	)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in assets and liabilities:
Prepaid		(240	)		(1,260	)

Net cash used in operating activities		(58,258	)		(61,735	)

Cash flows from investing activities:		–			–

Cash flows from financing activities:
Cash advances – related party		58,258			54,735
Net cash provided by financing activities		58,258			54,735

Net change in cash		–			(7,000	)

Cash, beginning of year		–			7,000

Cash, end of year	$	–		$	–

Disclosure of non-cash financing activity:
Common stock issued for debt – related party	$	–		$	85,376
Forgiveness of related party debt	$	4,443		$	–

~~(Unaudited)~~Accompanying notes are an integral part of these financial statements.

	Series A Preferred Stock				Common Stock				Additional Paid in		Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance at December 31, 2020		110,000	$	110		9,521,335	$	1,195	$	175,253	$	(176,558	)	$	–
Net loss		–		–		–		–		–		–			–
Balance at December 31, 2021		110,000		110		9,521,335		1,195		175,253		(176,558	)		–
Net loss		–		–		–		–		–		–			–
Balance at December 31, 2022		110,000	$	110		9,521,335	$	1,195	$	175,253	$	(176,558	)	$	–

The accompanying notes are an integral part of these unaudited financial statements.

F-5

INVECH HOLDINGS, INC.

STATEMENTS OF CASH FLOWS

(Unaudited)

		For the Years Ended
		December 31,
		2022		2021
Cash flows from operating activities:
Net loss	$	–	$	–
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in assets and liabilities:		–		–
Net cash used in operating activities		–		–
Cash flows from investing activities:		–		–
Cash flows from financing activities:		–		–
Net change in cash		–		–
Cash, beginning of year		–		–
Cash, end of year	$	–	$	–

The accompanying notes are an integral part of these unaudited financial statements.

F-6

INVECH HOLDINGS, INC.

Notes to the Financial Statements

December 31, ~~2022 and 2021~~2025

(Unaudited)

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Invech Holdings, Inc. (OTC “IVHI”) was incorporated under the laws of the State of Nevada on December 17, 1998, as Explore Technologies, Inc. On July 19, 2018, the name of the Company was changed to Invech Holdings, Inc.

The Company is moving in a new direction, specializing in drafting regulatory documents and consulting for public companies. Services include FINRA corporate filings, drafting incorporation and corporate documents, drafting OTC Markets Disclosure Statements, and general public company compliance. The Company will act as an outside consulting firm for these services.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Company’s unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Concentration of credit risk

Financial instruments which potentially subject the Company to concentration of credit risk consist of cash deposits and customer receivables. The Company maintains cash with various major financial institutions. The Company performs periodic evaluations of the relative credit standing of these institutions. To reduce risk, the Company performs credit evaluations of its customers and maintains reserves when necessary for potential credit losses.

Cash and cash equivalents

We consider all highly liquid securities with original maturities of three months or less when acquired to be cash equivalents. There were no cash equivalents as of December 31, 2022 and 2021.

Income Taxes

We follow ASC 740-10-30, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Income in the period that includes the enactment date.

We adopted ASC 740-10-25 (“ASC 740-10-25”) with regard to uncertainty income taxes. ASC 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC 740-10-25, we may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. ASC 740-10-25 also provides guidance on derecognition, classification, interest and penalties on income taxes, and accounting in interim periods and requires increased disclosures. We had no material adjustments to our liabilities for unrecognized income tax benefits according to the provisions of ASC 740-10-25.

F-7

Net Income (Loss) Per Common Share

Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. There are no potentially dilutive common shares for the years ended December 31, 2019 and 2018.

Recent Accounting Pronouncements

The Company has implemented all applicable accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

NOTE 3 - GOING CONCERN

The accompanying unaudited financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has no revenue and has an accumulated a deficit as of December 31, 2022. The Company requires capital for its contemplated operational and marketing activities. The Company’s ability to raise additional capital through the future issuances of common stock is unknown. The obtainment of additional financing, the successful development of the Company’s contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. These conditions and the ability to successfully resolve these factors raise substantial doubt about the Company’s ability to continue as a going concern. The unaudited financial statements of the Company do not include any adjustments that may result from the outcome of these uncertainties.

NOTE 4 – PREFERRED STOCK

The Company has authorized 5,000,000 shares of Preferred Stock. 1,000,000 of those shares are designated as Series A Convertible Preferred Stock. Each share of Convertible Series A Preferred Stock is convertible into 1,000 shares of common stock. In addition, the Convertible Series A Preferred Stock has voting privileges of 1,000 votes per one share of Series A. The Convertible Series A Preferred Stock is not entitled to dividend. There are 300,000 shares of Series A Convertible Preferred Stock outstanding as of December 31, 2022 and 2021.

NOTE 5 – SUBSEQUENT EVENTS

In accordance with SFAS 165 (ASC 855-10) management has performed an evaluation of subsequent events through the date that the unaudited financial statements were issued and has determined that it does not have any material subsequent events to disclose in these unaudited financial statements other than the following.

On January 21, 2023, 300,000 shares of Convertible Series A Preferred Stock was issued to Small Cap Compliance, LLC. These shares represent a change of control. With the change of control, the Company has implemented a new business plan of regulatory compliance consulting for public companies.

F-8

INVECH HOLDINGS, INC.

BALANCE SHEETS

(Unaudited)

	March 31,			December 31,
	2023			2022
ASSETS
Current Assets:
Funds held in escrow	$	40,000		$	–
Total Assets	$	40,000		$	–
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
Due to a related party	$	22,739		$	–
Total Liabilities		22,739			–
Stockholders' Equity (Deficit):
Preferred stock, $0.001 par value; 5,000,000 shares authorized		–			–
Series A Preferred stock, $0.001 par value; 1,000,000 shares designated; 300,000 and 110,000 shares issued and outstanding, respectively		300			110
Common stock, $0.001 par value; 500,000,000 shares authorized, 9,521,335 shares issued and outstanding		1,195			1,195
Additional paid-in capital		215,063			175,253
Accumulated deficit		(199,297	)		(176,558	)
Total Stockholders’ Equity (Deficit)		17,261			–
Total Liabilities and Stockholders' Deficit	$	40,000		$	–

The accompanying notes are an integral part of these unaudited financial statements.

F-9

INVECH HOLDINGS, INC.

STATEMENTS OF OPERATIONS

(Unaudited)

	For the Three Months Ended
	March 31,
	2023			2022
Operating Expenses:
General & administrative expenses	$	22,739		$	–
Total operating expenses		22,739			–
Loss from operations		(22,739	)		–
Loss before income taxes		(22,739	)		–
Provision for income taxes		–			–
Net loss	$	(22,739	)	$	–
Basic and diluted loss per share	$	(0.00	)	$	–
Basic and diluted weighted average shares		9,521,335			9,521,335

The accompanying notes are an integral part of these unaudited financial statements.

F-10

INVECH HOLDINGS, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED MARCH 31, 2023 AND 2022

(Unaudited)

	Series A Preferred Stock						Common Stock				Additional Paid in		Accumulated			Total Stockholders’ Equity
	Shares			Amount			Shares		Amount		Capital		Deficit			(Deficit)
Balance at December 31, 2022		110,000		$	110			9,521,335	$	1,195	$	175,253	$	(176,558	)	$	–
Preferred shares cancelled		(110,000	)		(110	)		–		–		110		–			–
Preferred shares sold for cash – related party		300,000			300			–		–		39,700		–			40,000
Net loss		–			–			–		–		–		(22,739	)		(22,739	)
Balance at March 31, 2023		300,000		$	300			9,521,335	$	1,195	$	215,063	$	(199,297	)	$	17,261

	Series A Preferred Stock				Common Stock				Additional Paid in		Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance at December 31, 2021		110,000	$	110		9,521,335	$	1,195	$	175,253	$	(176,558	)	$	–
Net loss		–		–		–		–		–		–			–
Balance at March 31, 2022		110,000	$	110		9,521,335	$	1,195	$	175,253	$	(176,558	)	$	–

The accompanying notes are an integral part of these unaudited financial statements.

F-11

INVECH HOLDINGS, INC.

STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Three Months Ended
	March 31,
	2023			2022
Cash flows from operating activities:
Net loss	$	(22,739	)	$	–
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in assets and liabilities:		–			–
Net cash used in operating activities		(22,739	)		–
Cash flows from investing activities:		–			–
Cash flows from financing activities:
Cash advances – related party		22,739
Preferred stock sold for cash – related party		40,000			–
Net cash provided by financing activities		62,739			–
Net change in cash		40,000			–
Cash, beginning of period		–			–
Cash, end of period	$	40,000		$	–

The accompanying notes are an integral part of these unaudited financial statements.

F-12

INVECH HOLDINGS, INC.

Notes to the Financial Statements

March 31, 2023

(Unaudited)

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

On January 21, 2023, 300,000 shares of Convertible Series A Preferred Stock was sold to Small Cap Compliance, LLC for $40,000. These shares represent a change of control.

With the change of control, the Company is moving in a new direction, specializing in drafting regulatory documents and consulting for public companies. Services include FINRA corporate filings, drafting incorporation and corporate documents, drafting OTC Markets Disclosure Statements, and general public company compliance. The Company will act as an outside consulting firm for these services.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The ~~Company’s unaudited~~ financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles ~~in the United States of America~~ (“~~U.S.~~US GAAP”)~~, and~~ ~~pursuant to the rules~~ and ~~regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments, consisting of normal recurring adjustments, which management believes~~ are ~~necessary~~reported toin ~~fairly present the financial position, results~~United ofStates operations and cash flows of the Company as of and for the three month period ending March 31, 2023 and not necessarily indicative of the results to be expected for the full year ending December 31, 2023dollars.

Use of Estimates

Concentration of credit risk

Cash and cash equivalents

We consider all highly liquid securities with original maturities of three months or less when acquired to be cash equivalents. There were no cash equivalents as of ~~March~~December 31, ~~2023~~2025 and ~~December 31, 2022~~2024. ~~As of March 31, 2023, the Company has $40,000 that is being held in an escrow account.~~

Stock-based Compensation

We account for equity-based transactions with employees and non-employees under the provisions of ASC 718, Compensation - Stock Compensation, which establishes that equity awards issued to employees and non-employees for services are valued at the grant date fair value of the equity award. An expense is recognized over the requisite service or vesting period. The fair value of stock options issued as compensation shall be estimated by using a valuation technique or model that complies with the measurement objective, as described in ASC 718.

F-6

Fair Value of Financial Instruments

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accordance with US GAAP and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

Level 3: Pricing inputs that are generally unobservable inputs and not corroborated by market data.

The carrying amount of the Company’s financial assets and liabilities, such as cash and accrued expenses, approximate their fair value because of the short maturity of those instruments. The Company’s related party debt approximates the fair value of such instruments based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements at December 31, 2025 and 2024.

Income Taxes

The Company follows Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Income in the period that includes the enactment date.

The Company follows section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”) with regards to uncertainty income taxes. Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25.

Net Income (Loss) Per Common Share

Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. ~~There~~As ~~are~~of noDecember ~~potentially~~31, ~~dilutive~~2025 ~~common~~and ~~shares for~~2024, the ~~years~~Company’s ~~ended~~diluted ~~December~~loss 31per share is the same as the basic loss per share, as ~~2019~~the ~~and~~inclusion ~~2018~~of any potentially dilutive shares would have had an anti-dilutive effect due to the Company generating a loss.

~~Net income (loss) per common share is computed pursuant to section 260~~F-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented.7

~~F-13~~Operating Segments

Operating segments are defined as components of an entity for which discrete financial information is available that is regularly reviewed by the Chief Operating Decision Maker (“CODM”), or decision maker group, in deciding how to allocate resources to an individual segment and in assessing performance. Our chief operating decision–making group is composed of the Chief Executive Officer. The Company has one operating segment as of December 31, 2025 and 2024.

Recent Accounting Pronouncements

NOTE 3 - GOING CONCERN

The accompanying ~~unaudited~~ financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal ~~course~~ course of business. The Company has no revenue and has an accumulated deficit as of ~~March~~December 31, ~~2023~~2025. The Company requires capital for its ~~contemplated~~ contemplated operational and marketing activities. The Company’s ability to raise additional capital through the future issuances of common stock is unknown. The obtainment of additional financing, the successful development of the Company’s contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. ~~These~~ These conditions and the ability to successfully resolve these factors raise substantial doubt about the Company’s ability to continue as a going concern. The ~~unaudited~~ financial statements of the Company do not include any adjustments that may result from the outcome of these uncertainties.

NOTE 4 – PREFERRED STOCK

The Company has authorized 5,000,000 shares of Preferred Stock. 1,000,000 of those shares are designated as Series A Convertible Preferred Stock (“Series A”). Each share of Convertible Series A Preferred Stock is convertible into 1,000 shares of common stock. In addition, the Convertible Series A Preferred Stock has voting privileges of 1,000 votes per one share of Series A. The Convertible Series A Preferred Stock is not entitled to dividend.

On January 21, 2023, 300,000 shares of Series A was sold to Small Cap Compliance, LLC (“SCC”) for $40,000. These shares represent a change of control. With the change of control, the Company has implemented a new business plan of regulatory compliance consulting for public companies.

On March 3, 2023, the Company cancelled the 110,000 Series A that were issued and outstanding as of December 31, 2022.

NOTE 5 – RELATED PARTY TRANSACTIONS

During the ~~three~~year ~~months~~ ended ~~March~~December 31, 2023, SCC advanced the Company $2230,~~739~~641 to pay for general operating expenses. During the year ended December 31, 2024, SCC advance the Company an additional $54,735, for a total due of $85,376. The advance iswas non-interest bearing and due on demand. On November 22, 2024, SCC converted the $85,376 due to them into 90,000,000 shares of common stock

~~NOTE~~During 6the –year ~~SUBSEQUENT~~ended ~~EVENTS~~December 31, 2025, SCC advanced the Company $58,258, to pay for general operating expenses. The advance is non-interest bearing and due on demand.

InOn ~~accordance~~September ~~with~~11, ~~SFAS~~2025, ~~165~~the ~~(ASC~~Company ~~855-10)~~and ~~management~~a prior ~~has~~related ~~performed~~party anexecuted ~~evaluation~~a Cancellation of ~~subsequent~~Debt ~~events~~for ~~through~~ the ~~date~~outstanding ~~that~~amount ~~the~~due ~~unaudited~~of ~~financial~~$4,443. ~~statements~~The ~~were~~$4,443 ~~issued and~~ has ~~determined that~~been itcredited ~~does not have any material subsequent events~~ to ~~disclose~~additional paid in ~~these unaudited financial statements~~capital.

F-148

~~INVECH~~NOTE ~~HOLDINGS,~~6 ~~INC.~~– INCOME TAX

Deferred ~~BALANCE~~taxes ~~SHEETS~~are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The Company is using the U.S. federal income tax rate of 21%.

The ~~(Unaudited)~~provision for Federal income tax consists of the following December 31:

	June 30,			December 31,
Schedule of provision for federal income tax
	2023			2022
	2025			2024
ASSETS
Federal income tax benefit attributable to:
Current Assets:
Current Operations	$	(12,180	)	$	(12,700	)
Funds held in escrow	$	40,000		$	–
Change in valuation allowance		12,180			12,700
Total Assets	$	40,000		$	–
Net provision for Federal income taxes	$	–		$	–
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
Due to a related party	$	23,246		$	–
Total Liabilities		23,246			–
Stockholders' Equity (Deficit):
Preferred stock, $0.001 par value; 5,000,000 shares authorized		–			–
Series A Preferred stock, $0.001 par value; 1,000,000 shares designated; 300,000 and 110,000 shares issued and outstanding, respectively		300			110
Common stock, $0.001 par value; 500,000,000 shares authorized, 9,521,335 shares issued and outstanding		1,195			1,195
Additional paid-in capital		215,063			175,253
Accumulated deficit		(199,804	)		(176,558	)
Total Stockholders’ Equity (Deficit)		16,754			–
Total Liabilities and Stockholders' Equity	$	40,000		$	–

The ~~accompanying~~cumulative ~~notes~~tax ~~are~~effect anat ~~integral~~the ~~part~~expected rate of 21% of ~~these~~significant ~~unaudited~~items ~~financial~~comprising ~~statements.~~our net deferred tax amount is as follows:

F-15

Schedule of net deferred tax assets
	2025			2024
Deferred tax asset attributable to:
Net operating loss carryover	$	(76,680	)	$	(64,500	)
Less: valuation allowance		76,680			64,500
Net deferred tax asset	$	–		$	–

~~INVECH~~At ~~HOLDINGS~~December 31, ~~INC~~2025, the Company had net operating loss carry forwards of approximately $76,680 that may be offset against future taxable income. No tax benefit has been reported in the December 31, 2025 or 2024 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.

~~STATEMENTS~~Due OFto ~~OPERATIONS~~the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years.

~~(Unaudited)~~ASC 740, Income Taxes, provides guidance on the accounting for uncertainty in income taxes recognized in a company’s financial statements. ASC 740 requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements.

	For the Three Months Ended					For the Six Months Ended
	June 30,					June 30,
	2023			2022		2023			2022
Operating Expenses:
General & administrative expenses	$	507		$	–	$	23,246		$	–
Total operating expenses		507			–		23,246			–
Loss from operations		(507	)		–		(23,246	)		–
Net Loss	$	(507	)	$	–	$	(23,246	)	$	–
Loss per share– basic and diluted	$	(0.00	)	$	–	$	(0.00	)	$	–
Weighted average shares – basic and diluted		9,521,335			9,521,335		9,521,335			9,521,335

The Company files income tax returns in the U.S. federal jurisdiction, and various state and local jurisdictions. Federal income tax returns prior to fiscal year 2022 are closed.

The ~~accompanying~~Company ~~notes~~includes ~~are~~interest anand ~~integral~~penalties ~~part~~arising from the underpayment of ~~these~~income ~~unaudited~~taxes ~~financial~~in the statements of operations in the provision for income taxes. As of December 31, 2025, the Company had no accrued interest or penalties related to uncertain tax positions.

~~F-16~~NOTE 7 – SUBSEQUENT EVENTS

~~INVECH~~In ~~HOLDINGS,~~accordance ~~INC.~~with SFAS 165 (ASC 855-10) management has performed an evaluation of subsequent events through the date that the financial statements were issued and has determined that there are no material subsequent events to disclose in these financial statements.

~~STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY~~ F-9

~~FOR~~EXHIBITS ~~THE THREE~~ AND ~~SIX~~FINANCIAL ~~MONTHS~~STATEMENT ~~ENDED JUNE 30, 2023 AND 2022~~ SCHEDULES

~~(Unaudited)~~The following exhibits are included as part of this Form S-1.

	Series A Preferred Stock						Common Stock				Additional Paid in		Accumulated			Total Stockholders’ Equity
Exhibit Number	Description
	Shares			Amount			Shares		Amount		Capital		Deficit			(Deficit)
3.1	Articles of Incorporation (incorporated by reference to our Registration Statement on Form S-1, filed on January 30, 2024)
Balance at December 31, 2022		110,000		$	110			9,521,335	$	1,195	$	175,253	$	(176,558	)	$	–
3.2	Bylaws (incorporated by reference to our Current Report on Form 8-K filed on March 30, 2026)
Preferred shares cancelled		(110,000	)		(110	)		–		–		110		–			–
5.1*	Opinion of Counsel regarding legality of securities being registered
Preferred shares sold for cash – related party		300,000			300			–		–		39,700		–			40,000
10.1	Equity Financing Agreement, dated March 3, 2026, by and between Invech Holdings, Inc. and GHS Investments LLC (incorporated by reference to our Current Report on Form 8-K, filed on March 5, 2026)
Net loss		–			–			–		–		–		(22,739	)		(22,739	)
10.2	Registration Rights Agreement, dated March 3, 2026, by and between Invech Holdings, Inc. and GHS Investments LLC (incorporated by reference to our Current Report on Form 8-K, filed on March 5, 2026)
Balance at March 31, 2023		300,000			300			9,521,335		1,195		215,063		(199,297	)		17,261
23.1*	Consent of Michael Gillespie & Associates, PLLC
Net loss		–			–			–		–		–		(507	)		(507	)
23.2*	Consent of Counsel (included in Exhibit 5.1)
Balance at June 30, 2023		300,000		$	300			9,521,335	$	1,195	$	215,063	$	(199,804	)	$	16,754
107*	Filing Fee Table

	Series A Preferred Stock				Common Stock				Additional Paid in		Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance at December 31, 2021		110,000	$	110		9,521,335	$	1,195	$	175,253	$	(176,558	)	$	–
Net loss		–		–		–		–		–		–			–
Balance at March 31, 2022		110,000		110		9,521,335		1,195		175,253		(176,558	)		–
Net loss		–		–		–		–		–		–			–
Balance at June 30, 2022		110,000	$	110		9,521,335	$	1,195	$	175,253	$	(176,558	)	$	–

* filed herewith.

~~The accompanying notes are an integral part of these unaudited financial statements.~~II-1

~~F-17~~UNDERTAKINGS

~~INVECH~~The ~~HOLDINGS,~~undersigned ~~INC.~~registrant hereby undertakes to:

~~STATEMENTS~~(1) OFFile, ~~CASH~~during ~~FLOWS~~any period in which it offers or sells securities, a post-effective amendment to this registration statement to:

(~~Unaudited~~i) Include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; (iii) Include any additional or changed material information on the plan of distribution.

		For the Six Months Ended
(2)	For determining liability under the Securities Act, each post-effective amendment shall be deemed to be a new registration statement of the securities offered, and the offering of the securities at that time shall be deemed to be the initial bona fide offering.
		June 30,
(3)	File a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering.
		2023			2022
(4)	For determining liability of the undersigned registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
Cash flows from operating activities:
Net loss		$	(23,246	)	$	–
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in assets and liabilities:			–			–
Net cash used in operating activities			(23,246	)		–
Cash flows from investing activities:			–			–
Cash flows from financing activities:
Cash advances – related party			23,246
Preferred stock sold for cash – related party			40,000			–
Net cash provided by financing activities			63,246			–
Net change in cash			40,000			–
Cash, beginning of period			–			–
Cash, end of period		$	40,000		$	–

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; (ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; (iii) The ~~accompanying~~portion ~~notes~~of ~~are~~any another ~~integral~~free ~~part~~ writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of ~~these~~the ~~unaudited~~undersigned ~~financial~~registrant; ~~statements~~and (iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

~~F-18~~Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act”) may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.

~~INVECH HOLDINGS, INC.~~II-2

~~Notes~~In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the ~~Financial~~question ~~Statements~~whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

~~June 30~~That, ~~2023~~for the purpose of determining liability under the Securities Act to any purchaser:

Each prospectus filed pursuant to Rule 424(~~Unaudited~~b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

~~NOTE 1~~ II- ~~ORGANIZATION AND DESCRIPTION OF BUSINESS~~3

On January 21, 2023, 300,000 shares of Convertible Series A Preferred Stock was sold to Small Cap Compliance, LLC for $40,000. These shares represent a change of control.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Company’s unaudited financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company as of and for the six month period ending June 30, 2023 and not necessarily indicative of the results to be expected for the full year ending December 31, 2023.

Use of Estimates

Concentration of credit risk

Cash and cash equivalents

We consider all highly liquid securities with original maturities of three months or less when acquired to be cash equivalents. There were no cash equivalents as of June 30, 2023 and December 31, 2022. As of June 30, 2023, the Company has $40,000 that is being held in an escrow account.

Recent Accounting Pronouncements

NOTE 3 - GOING CONCERN

The accompanying unaudited financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has no revenue and has an accumulated deficit as of June 30, 2023. The Company requires capital for its contemplated operational and marketing activities. The Company’s ability to raise additional capital through the future issuances of common stock is unknown. The obtainment of additional financing, the successful development of the Company’s contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. These conditions and the ability to successfully resolve these factors raise substantial doubt about the Company’s ability to continue as a going concern. The unaudited financial statements of the Company do not include any adjustments that may result from the outcome of these uncertainties.

F-19

NOTE 4 – PREFERRED STOCK

On March 3, 2023, the Company cancelled the 110,000 Series A that were issued and outstanding as of December 31, 2022.

NOTE 5 – RELATED PARTY TRANSACTIONS

During the six months ended June 30, 2023, SCC advanced the Company $23,246 to pay for general operating expenses. The advance is non-interest bearing and due on demand.

NOTE 6 – SUBSEQUENT EVENTS

F-20

INVECH HOLDINGS, INC.

BALANCE SHEETS

(Unaudited)

	September 30,			December 31,
	2023			2022
ASSETS
Current Assets:
Funds held in escrow	$	40,000		$	–
Total Assets	$	40,000		$	–
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
Due to a related party	$	28,434		$	–
Total Liabilities		28,434			–
Stockholders' Equity (Deficit):
Preferred stock, $0.001 par value; 5,000,000 shares authorized		–			–
Series A Preferred stock, $0.001 par value; 1,000,000 shares designated; 300,000 and 110,000 shares issued and outstanding, respectively		300			110
Common stock, $0.001 par value; 500,000,000 shares authorized, 10,521,335 and 9,521,335 shares issued and outstanding, respectively		2,195			1,195
Additional paid-in capital		215,063			175,253
Accumulated deficit		(205,992	)		(176,558	)
Total Stockholders’ Equity (Deficit)		11,566			–
Total Liabilities and Stockholders' Equity	$	40,000		$	–

The accompanying notes are an integral part of these unaudited financial statements.

F-21

INVECH HOLDINGS, INC.

STATEMENTS OF OPERATIONS

(Unaudited)

	For the Three Months Ended					For the Nine Months Ended
	September 30,					September 30,
	2023			2022		2023			2022
Operating Expenses:
General & administrative expenses	$	6,188		$	–	$	29,434		$	–
Total operating expenses		6,188			–		29,434			–
Loss from operations		(6,188	)		–		(29,434	)		–
Net Loss	$	(6,188	)	$	–	$	(29,434	)	$	–
Loss per share– basic and diluted	$	(0.00	)	$	–	$	(0.00	)	$	–
Weighted average shares – basic and diluted		9,532,324			9,521,335		9,524,998			9,521,335

The accompanying notes are an integral part of these unaudited financial statements.

F-22

INVECH HOLDINGS, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

(Unaudited)

	Series A Preferred Stock						Common Stock				Additional Paid in		Accumulated			Total Stockholders’ Equity
	Shares			Amount			Shares		Amount		Capital		Deficit			(Deficit)
Balance at December 31, 2022		110,000		$	110			9,521,335	$	1,195	$	175,253	$	(176,558	)	$	–
Preferred shares cancelled		(110,000	)		(110	)		–		–		110		–			–
Preferred shares sold for cash – related party		300,000			300			–		–		39,700		–			40,000
Net loss		–			–			–		–		–		(22,739	)		(22,739	)
Balance at March 31, 2023		300,000			300			9,521,335		1,195		215,063		(199,297	)		17,261
Net loss		–			–			–		–		–		(507	)		(507	)
Balance at June 30, 2023		300,000			300			9,521,335		1,195		215,063		(199,804	)		16,754
Common stock issued for consulting – related party		–			–			1,000,000		1,000		–		–			1,000
Net loss		–			–			–		–		–		(6,188	)		(6,188	)
Balance at September 30, 2023		300,000		$	300			10,521,335	$	2,195	$	215,063	$	(205,992	)	$	11,566

	Series A Preferred Stock				Common Stock				Additional Paid in		Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance at December 31, 2021		110,000	$	110		9,521,335	$	1,195	$	175,253	$	(176,558	)	$	–
Net loss		–		–		–		–		–		–			–
Balance at March 31, 2022		110,000		110		9,521,335		1,195		175,253		(176,558	)		–
Net loss		–		–		–		–		–		–			–
Balance at June 30, 2022		110,000		110		9,521,335		1,195		175,253		(176,558	)		–
Net loss		–		–		–		–		–		–			–
Balance at September 30, 2022		110,000	$	110		9,521,335	$	1,195	$	175,253	$	(176,558	)	$	–

The accompanying notes are an integral part of these unaudited financial statements.

F-23

INVECH HOLDINGS, INC.

STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Nine Months Ended
	September 30,
	2023			2022
Cash flows from operating activities:
Net loss	$	(29,434	)	$	–
Adjustments to reconcile net loss to net cash used in operating activities:
Common stock issued for services – related party		1,000			–
Changes in assets and liabilities:		–			–
Net cash used in operating activities		(28,434	)		–
Cash flows from investing activities:		–			–
Cash flows from financing activities:
Cash advances – related party		28,434
Preferred stock sold for cash – related party		40,000			–
Net cash provided by financing activities		68,434			–
Net change in cash		40,000			–
Cash, beginning of period		–			–
Cash, end of period	$	40,000		$	–

accompanying notes are an integral part of these unaudited financial statements.

F-24

INVECH HOLDINGS, INC.

Notes to the Financial Statements

September 30, 2023

(Unaudited)

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

On January 21, 2023, 300,000 shares of Convertible Series A Preferred Stock was sold to Small Cap Compliance, LLC for $40,000. These shares represent a change of control.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Company’s unaudited financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company as of and for the nine month period ending September 30, 2023 and not necessarily indicative of the results to be expected for the full year ending December 31, 2023.

Use of Estimates

Concentration of credit risk

Cash and cash equivalents

We consider all highly liquid securities with original maturities of three months or less when acquired to be cash equivalents. There were no cash equivalents as of September 30, 2023 and December 31, 2022. As of September 30, 2023, the Company has $40,000 that is being held in an escrow account.

Recent Accounting Pronouncements

NOTE 3 - GOING CONCERN

The accompanying unaudited financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has no revenue and has an accumulated deficit as of September 30, 2023. The Company requires capital for its contemplated operational and marketing activities. The Company’s ability to raise additional capital through the future issuances of common stock is unknown. The obtainment of additional financing, the successful development of the Company’s contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. These conditions and the ability to successfully resolve these factors raise substantial doubt about the Company’s ability to continue as a going concern. The unaudited financial statements of the Company do not include any adjustments that may result from the outcome of these uncertainties.

F-25

NOTE 4 – PREFERRED STOCK

On March 3, 2023, the Company cancelled the 110,000 Series A that were issued and outstanding as of December 31, 2022.

NOTE 5 – RELATED PARTY TRANSACTIONS

During the nine months ended September 30, 2023, SCC advanced the Company $28,434 to pay for general operating expenses. The advance is non-interest bearing and due on demand.

During the nine months ended September 30, 2023, the Company granted 1,000,000 shares of common stock to SCC for consulting services.

NOTE 6 – SUBSEQUENT EVENTS

F-26

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this ~~Registration~~registration ~~Statement~~statement to be signed on its behalf by the undersigned, thereunto duly authorized~~, on~~ ~~January~~on 30April 2, ~~2024~~2026.

~~INVECH~~Invech ~~HOLDINGS~~Holdings, ~~INC~~Inc. ~~By:~~ /s/ ~~Rhonda~~Alexander ~~Keaveney~~M. ~~Rhonda~~Woods-Leo ~~Keaveney~~By: ~~CEO~~Alexander ~~(Principal~~M. ~~Executive~~Woods-Leo ~~Officer,~~Its: Principal ~~Financial~~Executive Officer~~, Principal Accounting Officer)~~

~~By:~~In ~~/s/~~accordance ~~Rhonda~~with ~~Keaveney~~the ~~Rhonda~~requirements ~~Keaveney~~of ~~Sole~~the ~~Director~~Securities Act ~~(Principal~~of ~~Executive~~1933, ~~Officer)~~this registration statement was signed by the following persons in the capacities and on the dates stated:

Exhibits

Name	Title	Date

/s/ Alexander M. Woods-Leo	Principal Executive Officer, Principal Financial Officer, Secretary and Director	April 2, 2026

Exhibit Number and Description
3.1	By-Laws
3.2	Articles of Incorporation and Amendments
3.3	Preferred A Shares Certificate of Designation
3.4	IVHI Debt Cancellation of Debt Legal Opinion
3.5	Small Cap Compliance, LLC Stock Purchase Agreement
3.6	Queen Investments and ETAO Stock Purchase Agreement
3.7	ETAO Preferred A Shares Stock Cancellation
3.8	IVHI and Invech Consulting Corporation Consulting Agreement
5.1	Attorney Opinion Letter
10.1	Court Custodial Order of Appointment and Termination
23.1	Consent of BF Borgers CPA PC
107	Calculation of Registration Fee

S-1

Filing Compare · Invech Holdings, Inc.