Table of Contents
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
INVECH HOLDINGS, INC.
(Exact name of registrant as specified in its
charter)
| Nevada |
|
2834 |
|
98-0419476 |
|
(State of jurisdiction of
incorporation or organization) |
|
(Primary Standard Industrial Classification Number) |
|
(IRS Employer
Identification No.) |
7339 E. Williams Drive
Unit 26496
Scottsdale, AZ 85255
(Address of Principal Executive Offices)
(Zip Code)
602.793.8058
(Registrant’s telephone number, including
area code)
Pacific Stock Transfer Co.
6725 Via Austi Parkway
Suite 300
Las Vegas, NV 89119
702.361.3033
(Address, including zip code, and telephone number,
including area code, of agent for service)
Correspondence:
Rhonda Keaveney J.D.
7339 E. Williams Drive
Unit 26496
Scottsdale, AZ 85255
602.793.8058
Rhonda@scctransferllc.com
Approximate date of proposed sale to the public: From time to time
after the effective date of this registration statement, as shall be determined by the selling stockholder identified herein.
If any 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: ☒
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number
of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
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. ☐
If this Form 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 (1)
has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.
☐ Yes ☒ No
Indicate by check mark whether the registrant has submitted electronically
and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of
Regulation S-T (Sec.232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required
to submit and post such files).
☐ 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 13(a) of the Exchange Act. ☐
The information in this prospectus is not complete and may be changed.
The selling stockholders shall 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 to Completion, Dated December 20, 2023
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.
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.
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 TO FORM S-1
ABOUT THIS PROSPECTUS
You should rely only on the information contained in this prospectus
or contained in any prospectus supplement or free writing prospectus filed with the Securities and Exchange Commission (the “SEC”).
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, and seeking offers to buy, 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, regardless of the time of delivery of this prospectus or of any sale of shares of our common stock.
Our business, financial condition, results of operations and prospects may have changed since that date.
For investors outside the 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.
As used in this prospectus, unless otherwise designated, the terms
“we,” “us,” “our,” the “Company,” “IVHI”
and “our Company” refer to Invech Holdings, Inc., a Nevada corporation.
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.
| 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.
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.
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 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 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, 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.
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.
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 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.
As of the date of this filing, liabilities and debts have been addressed
and the legal opinion for debt write off is attached as an Exhibit.
Business of Issuer
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.
The Company is moving 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.
Plan of Operation
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.
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: |
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Invech Holdings, Inc. |
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| Trading Market: |
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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. |
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| Shares of common stock outstanding prior to the offering: |
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3,277,416 |
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| Use of proceeds: |
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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.” |
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| Risk factors: |
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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. |
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| Plan of Distribution: |
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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
An investment in our securities involves a high degree of risk.
You should carefully consider the following information about these risks, together with the other information 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
of the risks we describe below could adversely affect our business, financial condition, operating results or prospects. The market prices
for our securities could decline if one or more of these risks and uncertainties develop into actual events and you could lose all or
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 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, and 2021 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
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.
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
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 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 the 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.
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.
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. 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
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
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 that the results of any such litigation could have an adverse impact on the Company.
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
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.
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"
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
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
markups by selling broker-dealers; and (v) the wholesale dumping of the same securities by promoters and broker-dealers after prices have
been manipulated to a desired consequent investor losses. Our management is aware of the abuses that have occurred historically in 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 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 10,521,335 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 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; |
| · | 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 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 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 beneficially own 100% of the outstanding voting stock for our Preferred A shares and 23.5% 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; |
| · | 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
In addition, Section 13 of our By-laws state the following;
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 NOTE REGARDING FORWARD-LOOKING STATEMENTS
The information contained in this prospectus includes forward-looking
statements. These forward-looking statements are often identified by words such as “may,” “could,” “estimate,”
“intend,” “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 described in this prospectus. You should be aware that our actual results could differ materially from those
contained in the forward-looking statements due to a number of factors. You should not place undue reliance on these forward-looking statements.
You should also consider carefully the statements under “Risk
Factors” and other sections of this prospectus, which address additional factors that could cause our actual results to differ from
those set forth in the forward-looking statements and could materially and adversely affect our business, operating results and financial
condition. 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 applicable cautionary statements.
The forward-looking statements speak only as of the date on which they
are made, and, except to the extent required by federal securities laws, we undertake no obligation to update any forward-looking statement
to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events.
In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors,
may cause actual results to differ materially from those contained in any forward-looking statements.
DIVIDEND POLICY
We have never declared or paid dividends on our common stock. We do
not intend to pay cash dividends on our common stock for the foreseeable future, but currently intend to retain any future earnings to
fund the development and growth of our business. The payment of dividends if any, on our common stock will rest solely within the discretion
of our board of directors and will depend, among other things, upon our earnings, capital requirements, financial condition, and other
relevant factors.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
Our shares are currently listed on the OTC Market Pink Sheets under
the symbol “IVHI”.
The following table 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.
| |
|
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 |
|
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.
Transfer Agent
The transfer agent and registrar for our common stock is Pacific Stock
Transfer.
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.
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 |
Selling Stockholder Table
| 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 |
|
|
|
|
|
|
|
| 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 |
|
|
|
|
|
|
|
| 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 |
|
|
|
|
|
|
|
| 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 |
|
|
|
|
|
|
|
| ERWIN HEUCHERT |
|
50 |
|
|
|
|
|
|
|
| DIANNE PINDER |
|
50 |
|
|
|
|
|
|
|
| JURGEN SHULTE |
|
50 |
|
|
|
|
|
|
|
| TAN UONG |
|
50 |
|
|
|
|
|
|
|
| RONALD D WILL |
|
50 |
|
|
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|
|
|
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| JOHN ARBUCKLE |
|
50 |
|
|
|
|
|
|
|
| RICHARD GRUMBIR |
|
43 |
|
|
|
|
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|
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| ANDY CHOW |
|
35 |
|
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|
|
|
|
|
| LEIF VICKARS |
|
34 |
|
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|
|
|
|
|
| MARK VICKARS |
|
29 |
|
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|
|
|
|
|
| ROBERT WISDEN |
|
29 |
|
|
|
|
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|
|
| NBCN CLEARING INC FBO GLEN BOYD |
|
29 |
|
|
|
|
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| MICHAEL GAWALKO |
|
25 |
|
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| JORGEN JAKOBSEN |
|
25 |
|
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|
|
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| CHRISTIAN LOCHER |
|
25 |
|
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| ERIC POLCIN |
|
25 |
|
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|
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| JOHN SERRA & GLORIA SERRA JTTEN |
|
25 |
|
|
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|
| ANDREW BLAIS |
|
24 |
|
|
|
|
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|
|
| GERALD BLAIS |
|
20 |
|
|
|
|
|
|
|
| STEVE BROUGHTON |
|
20 |
|
|
|
|
|
|
|
| BONNIE WITTMEIER |
|
20 |
|
|
|
|
|
|
|
| WILIAM E MACLEOD |
|
20 |
|
|
|
|
|
|
|
| MICHAEL TAMLYN |
|
19 |
|
|
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|
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| TIM MACDONALD |
|
17 |
|
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| BLAINE MCNUTT |
|
15 |
|
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| STACEY COMBS |
|
15 |
|
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| TOM O'NEILL |
|
8 |
|
|
|
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| PIERRE BRUNET |
|
8 |
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| DIANE E BELL |
|
2 |
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| JEAN FRANCOIS BRETON |
|
1 |
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JOANNE M BROCKWAY & JULI-ANNE BROCKWAY
JTTEN |
|
1 |
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ISLAND CORPORATION
C/O INTERNATIONAL TRUST CO OF NIUE |
|
1 |
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| GARY GOGAL |
|
1 |
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| CHERYL GRANDIN |
|
1 |
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| GEORGE HENDY |
|
1 |
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MARIO L KARCICH & DAPHNE M KARCICH JT
TEN |
|
1 |
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THOMAS PATRICK KENNEDY & CLARE G
HOLMGREN JTTEN |
|
1 |
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| 573506 B.C. LTD |
|
1 |
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| CAROLYN OLDERSHAW |
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1 |
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| PAUL RHODES & CHRISTINE RHODES JTTEN |
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1 |
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| JAGJIT SINGH SATARA |
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1 |
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RICHARD KAHRAMON SIMON &
JUDITA GABRIELA MOZES-SIMON JT TEN |
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1 |
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| ITEM 8. | PLAN OF DISTRIBUTION SELLING STOCKHOLDERS |
The selling stockholder identified below in this prospectus may offer
and sell up to 3,277,416 shares of our common stock, which consists of shares of common stock. The shares of common stock registered for
resale represents approximately 31% of our issued and outstanding shares of common stock, based on the 10,521,335 shares of our issued
and outstanding shares as of January 8, 2024.
We may require the selling stockholders 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 stockholders 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.
Listed shareholders will be deemed to be an underwriter within the
meaning of the Securities Act. Any profits realized by the selling stockholders may be deemed to be underwriting commissions.
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; |
| ● |
a n exchange distribution in accordance with the rules of the applicable exchange; |
| ● |
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 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 selling stockholders and any 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.
If any 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.
We 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.
Since each of the selling stockholder may be deemed to be an “underwriter”
within the meaning of the Securities Act, each Selling Shareholder will be subject to the prospectus delivery requirements of the Securities
Act including Rule 172 thereunder. There is no underwriter or single coordinating broker acting in connection with the proposed sale of
the Resale Shares by the selling stockholders.
We agreed to keep this prospectus and the registration statement which
this prospectus forms a part effective until the earlier to occur of (i) such time as Rule 144 or another similar exemption under the
Securities Act is available for the sale of all the Resale Shares, to the extent the selling stockholders have distributed the Resale
Shares to its respective shareholders, by its respective shareholders, without volume or manner of sale restrictions during a six month
period without registration (ii) all of the Resale Shares have been sold pursuant to this prospectus or Rule 144 under the Securities
Act or any other rule of similar effect. 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 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, 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 Exchange Act 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 any person. We will make copies of this
prospectus available to the selling stockholders and the selling stockholders will need to deliver a copy 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).
The Securities Enforcement and Penny Stock Reform Act of 1990 requires
additional disclosure relating to the market for penny stocks in connection with trades in any stock defined as a penny stock. The Commission
has adopted regulations that generally define a penny stock to be any equity security that has a market price of less than $5 per share,
subject to certain exceptions. Such exceptions include any equity security listed on NASDAQ and any equity security issued by an issuer
that has (i) net tangible assets of at least $2,000,000, if such issuer has been in continuous operation for three years, (ii) net
tangible assets of at least $5,000,000, if such issuer has been in continuous operation for less than three years, or (iii) average
annual revenue of at least $6,000,000, if such issuer has been in continuous operation for less than three years. Unless an exception
is available, the regulations require the delivery, prior to any transaction involving a penny stock, of a disclosure schedule explaining
the penny stock market and the risks associated therewith.
Blue Sky Restrictions on Resale
If any selling stockholder wants to sell shares of our common stock
under this registration statement in the United States, such person will also need to comply with state securities laws, also known as
“Blue Sky laws,” with regard to secondary sales. All states offer a variety of exemption from registration for secondary sales.
Many states, for example, have an exemption for secondary trading of securities registered under Section 12(g) of the Exchange Act or
for securities of issuers that publish continuous disclosure of financial and non-financial information in a recognized securities manual,
such as Standard & Poor’s.
Any person who purchases shares of our common stock from the selling
stockholder under this registration statement who then wants to sell such shares will also have to comply with Blue Sky laws regarding
secondary sales.
| ITEM 9. | DESCRIPTION OF CAPITAL STOCK |
(a) Common.
We are authorized by our Certificate of Incorporation to issue an aggregate
of 500,000,000 shares of capital stock, of which 495,000,000 are shares of Common Stock, Par Value $0.001 per share (the “Common
Stock”) and 5,000,000 are shares of Preferred Stock, Par Value $0.001 per share (the “Preferred Stock”). As of January
8, 2024, there are 10,521,335 shares of Common Stock issued and outstanding.
Common Stock
All outstanding shares of Common Stock are of the same class and have
equal rights and attributes. The holders of Common Stock are entitled to one vote per share on all matter submitted to a vote of stockholders
of the Company. All stockholders are entitled to share equally dividends, if any, as may be declared from time to time by the Board of
Directors out of funds legally available. In the event of liquidation, the holders of Common Stock are entitled to share ratably in all
assets remaining after payment of all liabilities. The stockholders do not have cumulative or preemptive rights.
Preferred Stock
Our Certificate of Incorporation authorizes the issuances of up to
5,000,000 shares of Preferred Stock authorized with designations, rights and preferences determined from time to time by its Board of
Directors. Accordingly, our Board of Directors is empowered, without stockholder approval, to issue Preferred Stock with dividend, liquidation,
conversion, voting, or other rights, which could adversely affect the voting power or, other rights of the holders of the Common Stock.
In the event of issuance, the Preferred Stock could be utilized, under certain circumstances, as a method of discouraging, delaying or
preventing a change in control of the Company.
As of December 31, 2023, there are 1,000,000 shares of Convertible
Series A Preferred Stock authorized and 300,000 shares of Preferred A Stock issued and outstanding.
Each share of Convertible Series A Preferred Stock shall be convertible,
at the option of the holder, into 1,000 fully paid and non-assessable shares of the Company’s Common Stock. In addition, holders
of the Convertible Series A Preferred Stock shall be entitled to vote on any and all matters considered and voted upon by the Company’s
Common Stock. The holder is entitled to 1,000 Common Share votes for every 1 share of Convertible Series A Preferred Stock.
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.
The description of certain matters relating to the securities of the
Company is a summary and is qualified in its entirely by the provisions of the Company’s By-laws copies of which have been filed
as exhibits to this Form S-1.
Section 13 of our By-laws state the following;
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; |
| |
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.
(b) Debt Securities.
None.
(c) Other Securities To Be Registered.
None.
(d) Holders.
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 quoted on the OTC Markets Pink Current under
the symbol “IVHI”.
| ITEM 10. | INTERESTS OF NAMED EXPERTS AND COUNSEL |
LEGAL MATTERS
The validity of the shares being offered hereby has been passed upon
by the law firm of Allen Tucci, Esq., Archer & Greiner, P.C, LLP, 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 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 11. | INFORMATION WITH RESPECT TO THE REGISTRANT |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-Looking Statements
This prospectus contains “forward-looking statements.”
All statements other than statements of historical fact are “forward-looking statements” for purposes of 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 and objections of management for future operations; any statements concerning proposed new services, 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.
Forward-looking statements may include the words “may,”
“could,” “estimate,” “intend,” “continue,” “believe,” “expect”
or “anticipate” or other similar words. These forward-looking statements represent our estimates and assumptions only as of
the date of this prospectus. Accordingly, readers are cautioned not to place undue reliance on forward-looking statements, which speak
only as of the dates on which they are made. Except as required by applicable law, we undertake no obligation to publicly update any forward-looking
statements, whether as a result of new information, future events or otherwise, even if experience or future changes make it clear that
any projected results or events expressed or implied therein will not be realized. You are advised, however, to consult any further disclosures
we make in future public filings, statements and press releases.
Forward-looking statements in this prospectus include express or implied
statements concerning our future revenues, expenditures, capital and funding requirements; the adequacy of our current cash and working
capital to fund present and planned operations and financing needs; our proposed expansion of, and demand for, product offerings; the
growth of our business and 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 risks, uncertainties and assumptions that could cause actual results to differ materially from those anticipated
or implied in the forward-looking statements due to a number of factors 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 factors,
many of which are beyond our control, you should not place undue reliance on these forward-looking statements. You should be prepared
to accept any and all of the risks associated with purchasing any securities of our company, including the possible loss of all of your
investment.
In this prospectus, unless otherwise specified, all references to “common
shares” refer to the shares of our common shares in our capital stock.
The discussion and analysis of our financial condition and results
of operations are based on our financial statements, 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 statements, as well as the reported revenues and expenses during the reporting periods. On
an ongoing basis, we evaluate estimates and judgments, including those described in greater detail below. We base our estimates on historical
experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may
differ from these estimates under different assumptions or conditions.
Overview
Upon effectiveness of this Registration Statement, we will file with
the SEC annual and quarterly information and other reports that are specified in the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), and SEC regulations. 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. We will also
become subject to other reporting and corporate governance requirements, including the listing standards of any securities exchange upon
which we may list our Common Stock, and the provisions of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), and the
regulations promulgated hereunder, which impose significant compliance obligations upon us. As a public company, we will be required,
among other things, to:
| |
· |
Prepare and distribute reports and other stockholder communications in compliance with our obligations under the federal securities laws and the applicable national securities exchange listing rules; |
| |
|
|
| |
· |
Define and expand the roles and the duties of our Board of Directors and its committees; |
| |
|
|
| |
· |
Institute more comprehensive compliance, investor relations and internal audit functions; |
| |
|
|
| |
· |
Involve and retain outside legal counsel and accountants in connection with the activities listed above. |
Management for each year commencing with the year ending December 31,
2022, must assess the 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
internal control over financial reporting and comply with Section 404, including increased auditing and legal fees and costs associated
with hiring additional accounting and administrative staff. 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 significant obligations related to being a public company will
continue to require a significant commitment of additional resources and management oversight that will increase our costs and might place
a strain on our systems and resources. As a result, our management’s attention might be diverted from other business concerns. In
addition, we might not be successful in implementing and maintaining controls and procedures that comply with these requirements. If we
fail to maintain an effective internal control environment or to comply with the numerous legal and regulatory requirements imposed on
public companies, we could make material errors in, and be required to restate, our financial statements. Any such restatement could result
in a loss of public confidence in the reliability of our financial statements and sanctions imposed on us by the SEC.
Invech Holdings, Inc. is development stage company. Our business model
is regulatory compliance consulting for public companies and possible acquisitions of operating companies in the public company compliance
industry. In summary, IVHI is focused on raising capital for its business model. As of this filing, we have not raised any capital.
Our Company was previously a shell company, and, as
of January 21, 2023, has changed its status to a non-shell company. We believe IVHI qualifies as a non-shell company as defined by the
SEC given all applicable criteria. Specifically, the Company is active in pursuing and growing its business, showing tangible success
in that regard, owns non-nominal assets, has employees, and has active and ongoing contracts and operations each of material importance,
as further detailed below. In addition, the Company signed a Consulting Service Agreement with Invech Consulting Corporation to market
IVHI to prospective clients and preparing compliance documents for those clients.
The SEC, in Release No. 33-8869 (the “Release”),
defines a “shell company” to mean a registrant, other than an asset-backed issuer, that has:
No or nominal operations; and
Either:
·
No or nominal assets;
·
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; |
| · | 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 $ | |
| Current Assets | |
| – | | |
| – | |
| Current Liabilities | |
| – | | |
| – | |
| Working Capital (Deficit) | |
| – | | |
| – | |
Cash Flows
| | |
| December 31,
2022 $ | | |
| December 31,
2021 $ | |
| Cash Flows used in Operating Activities | |
| – | | |
| – | |
| Cash Flows used in Investing Activities | |
| – | | |
| – | |
| Cash Flows from Financing Activities | |
| – | | |
| – | |
| Net change in Cash During Year | |
| – | | |
| – | |
Operating Revenues
During the year ended December 31, 2022, the Company recorded revenues
of $0 compared to revenues of $0 during the year ended December 31, 2021.
Operating Expenses and Net Loss
During the year ended December 31, 2022, the Company recorded operating
expenses of $0 compared to $0 during the year ended December 31, 2021, a decrease of $0. The $0 operating expenses for both years was
due to a looking for a suitable merger candidate, new management and discontinuing its operations.
Net loss for the year ended December 31, 2022, was $0 as compared with
$0 during the year ended December 31, 2021.
For the year ended December 31, 2022, the Company recorded a loss per
share of $0.00 which is consistent with the year ended December 31, 2021.
Liquidity and Capital Resources
As of December 31, 2022, the Company had cash of $0 and total assets
of $0 compared to cash of $0 and total assets of $0 as at December 31, 2021.
As of December 31, 2022, the Company had total liabilities of $0 compared
with total liabilities of $0 as at December 31, 2021. The Company incurred no liabilities during the year ending 2022 and 2021 due to
looking for a suitable merger candidate, new management and discontinuing its operations.
As of December 31, 2022, the Company had a working capital deficit
of $0 compared with a working capital of $0 as of December 31, 2021.
During the year ended December 31, 2022, the Company issued 0 common
shares.
Cash Flows from Operating Activities
During the year ended December 31, 2022, the Company used $0 of cash
for operating activities compared with $0 of cash for operating activities during the year ended December 31, 2021.
Cash Flows from Investing Activities
During the year ended December 31, 2022, 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. During
fiscal 2022, the Company’s focus was on locating a suitable business merger candidate.
Cash Flows from Financing Activities
During the year ended December 31, 2022, the Company received $0 of
proceeds from financing activities compared to proceeds of $0 during the year ended December 31, 2021.
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, the Company incurred
a net loss of $0 and used cash of $0 for operating activities. As of December 31, 2022, the Company had a working capital deficit
of $0 and an accumulated deficit of $176,558. 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.
Fiscal Quarter Ended September 30, 2023
RESULTS OF OPERATIONS
Working Capital
| | |
September 30,
2023
$ | | |
December 31,
2022
$ | |
| Current Assets | |
| – | | |
| – | |
| Current Liabilities | |
| 28,434 | | |
| – | |
| Working Capital (Deficit) | |
| (28,434 | ) | |
| – | |
Cash Flows
| | |
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 | | |
| – | |
Operating Revenues
During the three months ended September 30, 2023, the Company recorded
revenues of $0 compared to revenues of $0 during the three months ended September 30, 2022.
Operating Expenses and Net Loss
During 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.
Net loss for the three months ended September 30, 2023, was $6,188
compared to a net loss of $0 during the three months ended September 30, 2022.
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 Flow from Operating Activities
During the three months ended September 30, 2023, the Company used
$28,434 of cash for operating activities compared to $0 of cash for operating activities during the three months ended September 30, 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 September 30, 2023, the Company received
cash inflows of $0 from investing activities compared to use of cash of $0 during the three months ended September 30, 2022.
Cash Flow from Financing Activities
During the six months ended September 30, 2023, the Company received
$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.
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 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.
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
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.
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.
Fiscal Quarter Ended June 30, 2023
RESULTS OF OPERATIONS
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 and Capital Resources
As 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.
The Company had total liabilities of $23,246 as of June 30, 2023, compared
to $0 as of June 30, 2022. The increase in liabilities was due to a loan from a related party to pay company expenses.
As of 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.
Cash Flow from Operating Activities
During the three months ended June 30, 2023, the Company used $507
of cash for operating activities compared to $0 of cash for operating activities during the three months ended June 30, 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.
Cash Flow from Investing Activities
During 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.
Cash Flow from Financing Activities
During the six 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.
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 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.
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
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.
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.
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
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.
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.
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.
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 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, 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.
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.
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 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 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
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.
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.
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.
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 |
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.
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.
| 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.
CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Public
Accounting Firm
To the shareholders and the board of directors
of Invech Holdings, Inc.
Opinion on the Financial Statements
We have audited the accompanying balance sheets
of Invech Holdings, Inc. as of December 31, 2022 and 2021, the related statements of operations, stockholders' equity (deficit), and cash
flows for the years then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion,
the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31,
2022 and 2021, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles
generally accepted in the United States
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, the Company has
suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience
negative cash flows from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern.
Management's plans in regard to these matters are 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 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 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 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/ BF Borgers CPA PC
BF Borgers CPA PC (PCAOB ID 5041)
We have served as the Company's auditor since
2023
Lakewood, CO
January 8, 2024
INVECH HOLDINGS, INC.
BALANCE SHEETS
(Unaudited)
| | |
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 unaudited financial statements.
INVECH HOLDINGS, INC.
STATEMENTS OF OPERATIONS
(Unaudited)
| | |
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 unaudited financial statements.
INVECH HOLDINGS, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT
YEARS ENDED DECEMBER 31, 2022 AND 2021
(Unaudited)
| | |
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.
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.
INVECH HOLDINGS,
INC.
Notes to the Financial Statements
December 31, 2022 and 2021
(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.
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.
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.
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.
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.
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.
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.
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.
INVECH HOLDINGS,
INC.
Notes to the Financial Statements
March 31, 2023
(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.
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
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 three month period ending March 31, 2023 and not necessarily indicative
of the results to be expected for the full year ending December 31, 2023.
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 March 31, 2023
and December 31, 2022. As of March 31, 2023, the Company has $40,000 that is being held in an escrow account.
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.
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.
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 deficit as of March 31, 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.
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 months ended March 31, 2023,
SCC advanced the Company $22,739 to pay for general operating expenses. The advance is non-interest bearing and due on demand.
NOTE 6 – 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.
INVECH HOLDINGS, INC.
BALANCE SHEETS
(Unaudited)
| | |
June 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 | |
$ | 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 notes are an integral part
of these unaudited financial statements.
INVECH HOLDINGS, INC.
STATEMENTS OF OPERATIONS
(Unaudited)
| | |
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 accompanying notes are an integral part
of these unaudited financial statements.
INVECH HOLDINGS, INC.
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE THREE AND SIX MONTHS ENDED JUNE 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 | |
| | |
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 | ) | |
$ | – | |
The accompanying notes are an integral part
of these unaudited financial statements.
INVECH HOLDINGS, INC.
STATEMENTS OF CASH FLOWS
(Unaudited)
| | |
For the Six Months Ended | |
| | |
June 30, | |
| | |
2023 | | |
2022 | |
| 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 | | |
$ | – | |
The accompanying notes are an integral part
of these unaudited financial statements.
INVECH HOLDINGS,
INC.
Notes to the Financial Statements
June 30, 2023
(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.
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
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
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 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
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 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.
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 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
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.
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.
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.
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.
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.
INVECH HOLDINGS,
INC.
Notes to the Financial Statements
September 30, 2023
(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.
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
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
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 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
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 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.
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 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
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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, on
January 30, 2024.
| INVECH HOLDINGS, INC. |
|
| |
|
|
| By: |
/s/ Rhonda Keaveney |
|
| |
Rhonda Keaveney |
|
| |
CEO |
|
| |
(Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer) |
|
| |
|
|
| By: |
/s/ Rhonda Keaveney |
|
| |
Rhonda Keaveney |
|
| |
Sole Director |
|
| |
(Principal Executive Officer) |
|
Exhibits
Exhibit 3.1
Invech Holdings, Inc.
Corporation By-Laws
Section
1. Purposes: The Corporation may conduct any lawful business.
Section
2. Board of Directors: The management of the property and affairs of this Corporation shall be vested in its Board of
Directors, herein referred to as the Board.
Section
3. Composition of the Board:
A. Membership
The Board
shall be composed of the Officers of the Corporation and a Director who shall serve as Chairperson of the Board.
B. Term
and Election
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.
C. Resignation
and Removal
The Director
and Officers may resign at any time effective upon written notice to the Director or Secretary. Any Director or Officer may be removed
for any reason.
Section
4. Meetings of the Board:
A. Annual
Meeting
The Board
shall hold an annual meeting. During the annual meeting, the Board shall conduct all business as permitted in the By-Laws.
B. Special
Meetings
A Special
Meeting of the Board may be called by the Director or any Officer. Notice of a Special Meeting shall provide at least forty-eight (48)
hours’ notice to the Director and Officers together with a description of the business to be addressed at the Special Meeting.
C. Notice
The Secretary
shall confirm and/or cause notice of each Meeting to be given to each Director and Officer and shall send a copy to the Corporation’s
General Counsel.
D. Conduct
of Meetings
Meetings
of the Board shall be conducted in a courteous, respectful and professional manner. The Director and Officers shall freely express questions,
opinions, and concerns.
E. Quorum
When there
are two (2) or more members of the Board, a majority of the Board must be present to hold a Board Meeting.
If Notice
has been properly and timely given pursuant to Section 4 (C), and a Board member fails to attend the Board Meeting, then a second meeting
may be Noticed to address the same exact business issues. If the same Board member fails to attend the second meeting, then a single
Board member shall constitute a quorum sufficient to hold a Board Meeting.
F. Vote
Required to Adopt
Except as
set forth in Section 13, a majority vote by the Board Members shall be necessary to carry any motion.
Section
5. Meetings of the Stockholders:
A. Purpose
A Stockholder
Meeting may be held for any purpose.
B. Notice
Any Stockholder
may call a Stockholder Meeting by giving at least forty-eight (48) days’ notice to each Stockholder together with a description
of the business to be addressed at the Stockholder Meeting.
C. Voting
and Proxy Voting
Each Share
of stock in the Corporation shall have one (1) vote. Stockholders may vote their Shares directly or via proxy, duly given in writing
and filed with the Secretary of this Corporation prior to the commencement of the Meeting.
D. Quorum
Holders
of Shares owning at least fifty-one percent (51%) of the issued and outstanding Shares of stock in the Corporation must be present in
person or by proxy in order to hold any Stockholder Meeting.
E. Vote
Required to Adopt
Except as
set forth in Section 13, a majority vote by the Stockholders present shall carry any motion.
Section
6. Notice: To the extent that notice is required or implied by any provision of these By-Laws, notice shall be given by sending
notice to the email address on file with the Secretary of the Corporation. Each Stockholder understands the need to keep a current email
address on file and to give written notice of all changes in the email address to the Secretary of the Corporation. Notice shall be deemed
given and received as of the date the notice is sent via email.
Section
7. Power and Duties of the Board: The Board shall have the following powers and duties in addition to those set forth in Chapter
607 of the Florida Business Corporation Act or other applicable law:
A. Policy
The Board
shall control the property and personnel of the Corporation. The Board shall determine the manner and method of conducting the business
and affairs of the Corporation.
B. Budget
The President
and Treasurer shall prepare and provide a budget for the Corporation and shall supervise the expenditure of funds. The proposed budget
shall be presented by the President and Treasurer to the Board at each Annual Meeting. The budget shall be subject to revision at that
time and ratification by the Board.
C. Annual
Statement
The President
shall prepare and provide a Statement of Affairs for the Corporation. The Statement of Affairs shall be presented by the President to
the Board at each Annual Meeting. The statement shall be subject to revision at that time and ratification by the Board.
D. Distributions
The Board may approve a distribution of funds to each Stockholder in a pro-rata amount for each share of Stock held in the Corporation.
E. Compensation
The Director
and Officers may receive reasonable compensation for their services, except that they shall be entitled to and reimbursed for expenses
incurred on behalf of the Corporation upon presentation of adequate proof of such expenditure.
Section
8. Duties of the Board Members
A. Director:
The duties of the Director shall be:
1. General
oversight of the business and affairs of the Board; and
2. Preside
at all meetings of the Board and the Stockholders;
B. President:
The duties of the Director shall be:
1. Appoint
committees and delegate assignments; and
2. Serve
as the Corporate representative on all business matters.
C. Secretary:
The duties of the Secretary shall be:
1. Keep
minutes of all meetings of the Board and Stockholders;
2. Keep
a record of all elections at meetings of the Board and Stockholders;
3. See that
all notices are duly given as set forth in these By-Laws;
4. Maintain
a register of the shares of stock issued by the Corporation;
5. Serve
as custodian of all records of this Corporation except those required by other Officers and committee chairpersons pursuant to their
duties.
D. Treasurer:
The duties of the Treasurer shall be:
1. Collect
funds owing to this Corporation and supervise the disbursement of funds of this Corporation;
2. Prepare
and present to the Director and Officers an annual Budget and report of income and expenditures, accounting for all funds collected and
disbursed;
Section
9 Contracts: The Board may authorize any Officer or agent of the Corporation to enter into any contract or execute and deliver
any instrument on behalf of the Corporation, and such authority may be general or confined to specific instances.
Section
10 Loans: No loan shall be taken by the Corporation unless specifically authorized by a resolution of the Board.
Section
11 Inspection of Records: The Budget, Minutes, and other administrative and operational records of the Corporation shall be open
to inspection upon written demand by the Director, any Officer, and any Stockholder owning more than thirty-five percent (35%) of the
Shares of stock in the Corporation. The Board and Stockholders agree that this restriction is reasonable and necessary to protect the
trade secrets and other confidential and sensitive information contained within the books and records of the Corporation.
Section
12 Indemnity: The 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.
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.
Section
14 Capital Calls. The Board may approve a Capital Call for each holder of Shares to contribute an additional pro-rata amount
to the Corporation with ten (10) days’ notice. Upon the Board’s approval of a Capital Call, a Stockholder Meeting shall be
held within ten (10) days for the holders of Shares to vote upon confirmation of the Capital Call. If the Capital Call is approved and
confirmed at the Stockholder Meeting, then within ten (10) days each Stockholder shall contribute to the Corporation a pro-rata amount
per share of Stock.
If any stockholder
is unable or unwilling to the capital contribution, then that Stockholder shall forfeit one share for each ten dollars ($10.00) in capital
contribution not made. Forfeited shares shall be returned to the Corporation to be held as Treasury shares. Forfeited shares may be redeemed
by the Stockholder who forfeited them by paying the contribution plus ten percent (10%) to the Corporation within thirty (30) days of
the date the capital contribution was due.
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.
Section
16 Definition of Preferences, Privileges, and Rights of Classes of Shares. The Corporation is authorized to issue 505,000,000
Shares of Stock. There shall be one class of common stock in the Corporation.
Section
17 Catch-All-Provision: If or when the Board desires to take action that is not specifically permitted in these By-Laws, then
the authority of the Board shall be construed as broadly as reasonably possible to permit the Board to act in the best interests of the
Corporation.
APPROVAL
and ACCEPTANCE
The above
By-Laws were adopted by the Board as the By-Laws of said Corporation by a unanimous vote of the Stockholders and Board Members for the
Corporation.
IN WITNESS
WHEREOF, the Director and Officers, and Stockholders of Invech Holdings, Inc. adopt these By-Laws.
|
Director and Officer
Name: Rhonda Keaveney Title: CEO
March 1, 2023 |
Stockholder
Name: Small Cap Compliance, LLC
Control Person: Rhonda Keaveney
March 1, 2023 |
Exhibit 3.2
Exhibit 3.3
Exhibit 3.4
 |
Allen
C. Tucci
atucci@archerlaw.com
215-246-3192 (Ext. 5192) Direct
215-963-9999
Direct Fax
Archer
& Greiner, P.C.
Three Logan Square
1717
Arch Street, Suite 3500
Philadelphia,
PA 19103
(215)
963-3300 Main
(215)
963-9999 Fax
www.archerlaw.com
|
August 10,
2023
Adsouth Partners, Inc.
c/o Small
Cap Compliance
7339 E.
Williams Dr.
Scottsdale,
AZ 85255
Re:
Cancellation of Indebtedness Due to Statute of Limitations
To Whom
It May Concern:
We are furnishing
you this opinion at the request of Adsouth Partners, Inc. (the “Issuer” or, the “Company”) in connection with
the fair presentation of the financial condition of the Issuer: specifically, whether certain indebtedness (the “Debt”) should
continue to be reflected as due and payable by the Issuer.
We have
assumed and relied upon the following additional information in rendering our opinion:
| 1. | All securities filings made by the Issuer and filed with Securities
and Exchange Commission (“SEC”) and OTCMarkets were true and correct, as of the date of filing. |
| 2. | Since the date of the last SEC filing, a Form 10-QSB filing filed
with OTCMarkets.com, on August 2, 2006 for Amersin Life Sciences Corporation, predecessor of the Issuer (https://www.otcmarkets.com/filing/html?id=4566280&guid=EYg-
kHBXYiyeJth), including financial statements as of July 31, 2005 (the “Most Recent Filing”), there has been no payment made
on any of the Debt, and no agreements with any of the holders of the Debt. |
| 3. | The Debt is comprised of: (i) trade accounts payable and accrued
liabilities of $371,271; (ii) loans payable to related parties of $44,279; and (iii) liabilities of discontinued division of $6,935,892.
As they are categorized together on the balance sheet, we have assumed that the amount identified as “accrued liabilities”
derives from trade accounts payable. |
Haddonfield,
NJ | Hackensack, NJ | Princeton, NJ | Philadelphia, PA | Red Bank, NJ | New York, NY | Wilmington, DE
Adsouth Partners, Inc.
August 10, 2023
Page 2
| 4. | The promissory notes and laws governing the liabilities are governed,
exclusively, by the laws of the State of Nevada. |
In connection
with this opinion, we have reviewed applicable federal and state laws, rules and regulations and have made such investigations and examined
such documents and material related to the Company as I have deemed necessary and appropriate under the circumstances. Our review has
been limited to reports filed with the SEC in compliance with the Securities Exchange Act of 1934, as amended, and with the SEC, without
having independently verified such factual matters.
The documents
that we have reviewed, included, but are not limited to, the Most Recent Filing and all other documents and disclosures posted on OTCmarkets.com,
as of the date of this letter.
In my examination,
I have assumed and have not verified, (i) the genuineness of all signatures, (ii) the authenticity of all documents submitted to me as
originals, if any (iii) the conformity with the originals of all documents supplied to me as copies, and (iv) the accuracy and completeness
of all corporate records and documents and of all certificates and statements of fact given or made available to me by the Company.
State
of the Law
The statute
of limitations for the collection of promissory notes in Nevada is found in Section 104.3118 of the Nevada Revised Statutes. This Section
provides that a debt payable at a specific time, must be commenced within six years after the due date. An action to collect a note payable
on demand must be commenced within six years after the demand, or when there have been no payments of principal or interest for a continuous
period of ten years. With the limited exception noted below for demand notes, there is a 6-year statute of limitations for the collection
of a corporate debt issued in the State of Nevada. As explained below, the determination of when the limitations period begins depends
on whether the debt is evidenced by a promissory note or by another written contract. The loan was due more than six years prior to the
date of this letter.
Additionally,
there is a 6-year statute of limitations in Nevada for an action based upon a contract, obligation or liability founded upon an instrument
of writing (N.R.S. 11.190(b)), which would include accounts payable. The limitations period begins on the date of the last transaction,
last item charged or last credit given; provided, however, whenever any principal or interest payment has been made after the due date,
then the limitations period begins from the date the last payment was made (N.R.S. 11.200).
Facts
and Legal Opinion
(1) The
Company has stated that debt identified on the balance sheet that constitutes the loan payable to related party was entered into in excess
of ten years ago. Since that time there have been no collection efforts by the holders of the notes, or any party. The Most Recent Filing
indicates that: “The balance of current loans, disclosed as current liabilities at July 31, 2005, from related parties of $44,279,
was borrowed from the directors of the Company. The loans are unsecured, non interest bearing, with no specific terms of repayment.”
We believe that this language indicates that the loan/loans were “demand loans”.
The statute
of limitations for the collection of promissory notes in Nevada is found in Section 104.3118 of the Nevada Revised Statutes. This Section
provides that a debt payable at a specific time, must be commenced within six years after the due date. However, an action to collect
a note payable on demand must be commenced within six years after the demand, or when there have been no payments of principal or interest
for a continuous period of ten years. The debts reflected in the Most Recent Filing indicate that the loan had no specific repayment
terms, leading us to believe that the loan is a demand loan. If it is assumed that the loan constituted demand obligations, the demand
obligation was entered into more than ten years prior to the date of this letter. As a result of this fact, and the assumptions made
in this letter, we are of the opinion that the holder of the above-referenced notes may not legally bring an action for collection of
the instruments against the Company. As a result, we conclude that fair presentation of the financial statements of the Company would
require removal of the debt associated with the loan.
(2) The
Company has stated that certain debts on the balance sheet may arise from contract and constitute “accounts payable”. Specifically,
the Issuer’s balance sheet in the Most Recent Filing identifies “accounts payable and accrued liabilities” of $371,271
which would constitute liabilities from contract.
Adsouth Partners, Inc.
August 10, 2023
Page 3
Under Section
11.190 of the Nevada Revised Statutes, the statute of limitations for collection of these debts against the Company ends 6 years after
the date of the last transaction, last item charged or last credit given. We have been informed by the Company that no payments or further
credit transactions with the parties have occurred since the date of the Most Recent Filing. As a result of these facts, and the assumptions
made in this letter, we are of the opinion that the ability of the parties holding the above-referenced debts to legally bring and action
for collection of these debts against the Company has expired. As a result, we conclude that fair presentation of the financial statements
of the Company would require removal of the debt associated with these contractual obligations.
(3) The
liabilities related to discontinued operations on the balance sheet arise from the Issuer’s joint venture. On September 15, 2005
the Issuer notified the minority partners in its Hubei Tongji Benda Ebei Pharmaceutical Co. Ltd. joint venture that it would not advance
additional funds to complete payment for its interest or provide additional working capital. The Issuer reached a negotiated resolution
with its venture partner. The amount reflected on the balance sheet, $6,935,892 was booked as a liability. The Most Recent Filing indicates
that the liabilities consist of the assumption of accounts payable and accrued liabilities. Assuming the discontinued operations liability
consists of these types of obligations, they would constitute liabilities that arise from contract and, as noted above, would be subject
to a statute of limitations period that ends 6 years after the date of the last transaction, last item charged or last credit given.
We have been informed by the Company that no payments or further credit transactions with the parties have occurred since the date of
the Most Recent Filing. As a result of these facts, and the assumptions made in this letter, we are of the opinion that the ability of
the parties holding the above-referenced debts to legally bring and action for collection of these debts against the Company has expired.
As a result, we conclude that fair presentation of the financial statements of the Company would require removal of the debt associated
with these contractual obligations.
As to matters
of fact, I have relied upon information obtained from public officials, officers of the Company, and/or other sources, and I represent
that all such sources were believed to be reliable. I have relied upon the Company’s assurances concerning the lack of payment,
settlement discussions or collection activities on the liabilities since the date of the Most Recent Filing.
I have made
no independent attempt to verify facts as provided to me and set forth herein and this opinion is limited to and conditioned upon, the
facts as stated herein.
I am qualified
to practice law in the States of Delaware, Pennsylvania and New York and I express no opinion as to the laws of any jurisdictions except
for those of the State of Nevada and the United States of America referred to herein.
This opinion
letter and the opinions it contains shall be interpreted in accordance with the Legal Opinion Principles issued by the Committee on Legal
Opinions of the American Bar Association's Business Law Section as published in 53 Business Lawyer 831 (May 1998).
Our opinions
set forth in this letter are based upon the facts in existence and laws in effect on the date hereof and we expressly disclaim any obligation
to update our opinions herein, regardless of whether changes in such facts or laws come to our attention after the delivery hereof.
This opinion
is limited to the matters set forth herein. No opinion may be inferred or implied beyond the matters expressly contained herein. This
opinion is rendered solely for your benefit and no other person or entity, other than your successors and assignees, shall be entitled
to rely on any matter set forth herein without the express written consent of the undersigned.
Very truly
yours,
/s/ ALLEN C.
TUCCI
ALLEN C.
TUCCI
ARCHER & GREINER, P.C.
Exhibit 3.5
STOCK
PURCHASE AGREEMENT
FOR
INVECH
HOLDINGS, INC.
THIS
STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of the day of January 21, 2023 by and among Small Cap Compliance,
LLC, a company located in Arizona, (the “Purchaser”), and Invech Holdings, Inc., a company located
in Nevada (the “Company”). The Company, and the Purchaser are sometimes referred to as the Party and collectively as the
“Parties”.
RECITALS
WHEREAS,
Company will issue of 300,000 shares of Preferred Series A Convertible Stock (the “Shares”) of Invech Holdings,
Inc. The Shares represent majority control of IVHI.
The Shares will be issued in book entry form as follows:
| · | 300,000 Preferred Series A Convertible Shares in the name of
Small Cap Compliance, LLC and/or its designees |
WHEREAS,
the Purchaser wishes to purchase all of the Shares for a total purchase price of $40,000 USD (the “Purchase Price”).
WHEREAS,
the Company proposes to sell the Shares to the Purchaser on the terms set forth herein and Purchaser wishes to purchase the Shares from
the Company on the terms set forth herein;
IN CONSIDERATION
of the promises, representations, warranties and covenants contained herein and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties agree as follows:
1.
PURCHASE AND SALE AND CLOSING
1.1 Conditions
to Closing. It is agreed that all of the funds consisting of $50,000 of the Purchase Price shall be remitted to the Company’s
representative and Shares shall be remitted to Purchaser upon closing.
1.2 Termination.
In the event the sale and purchase of all of the Shares pursuant to this Agreement is not completed on or before February 1, 2023, this
Agreement shall terminate.
1.3 Deposit
of Purchase Price. The Seller will deposit $40,000 with the Company’s representative Fastlink International Ltd. and Fastlink
International Ltd. will remit payment to the Company.
2.
REPRESENTATIONS AND WARRANTIES OF THE SELLER
2.1 The
Company warrants, covenants, and represents to the Purchaser with the intention of inducing the Purchaser to enter into this Agreement
that:
(a) The
Seller represents and warrants that the Shares being sold pursuant to this Agreement represent the majority of the Preferred Series A
Convertible Stock. These shares represent the majority control block of stock for the Company.
(b) Immediately
prior to and at the Closing, the Company has the legal right and authority to sell the Shares to the Purchaser and on the Closing Date
and Company shall issue the Shares to the Purchaser free and clear of all liens, restrictions, covenants or adverse claims of any kind
or character.
(c) The
Company has the legal power and authority to execute and deliver this Agreement and all other documents required to be executed and delivered
by the Seller hereunder and to consummate the transactions contemplated hereby and this Agreement has been validly executed by the Company
(d) To the
best of the Companys’ knowledge, information and belief, there are no circumstances that may result in any material adverse effect
to IVHI or the value of the Shares that are now in existence or may hereafter arise.
(f) The
Company agrees to execute and deliver such other documents and to perform such other acts as shall be necessary to effectuate the purposes
of this Agreement.
3.
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
3.1 The
Purchaser represents and warrants to the Seller with the intention of inducing the Seller to enter into this Agreement that:
(a) The
Purchaser as the legal power and authority to execute and deliver this Agreement and to consummate the transactions hereby contemplated
and this Agreement has been validly executed by the Purchaser.
(b) The
Purchaser is acquiring the Shares as principal for the Purchaser’s own account, for investment purposes only, and not with a view
to, or for, resale, distribution or fractionalization thereof, in whole or in part, and no other person has a direct or indirect beneficial
interest in the Shares.
(c) The
Purchaser will reinstate the Company with NVSOS.
(d) The
Purchaser will pay all transfer agent fees that are currently outstanding.
4.
MISCELLANEOUS
4.1 The
parties hereto acknowledge that they have obtained independent legal advice with respect to this Agreement and acknowledge that they
fully understand the provisions of this Agreement.
4.2 Unless
otherwise provided, all dollar amounts referred to in this Agreement are in United States Dollars.
4.3 There
are no representations, warranties, collateral agreements, or conditions concerning the subject matter of this Agreement except as herein
specified.
4.4 The
notice addresses of the Parties hereto are as follows:
| |
Company: |
Invech Holdings, Inc.
3568 170th St.
Flushing, NY 11358 |
| |
Purchaser: |
Small Cap Compliance, LLC
PO Box 26496
Scottsdale, AZ 85255 |
4.5 Any
action or proceeding seeking to enforce any provision of, or based on any right arising out of, this Agreement may be brought against
any of the parties in the courts of the State of Nevada located in Clark County, Nevada, and each of the parties consents to the jurisdiction
of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to venue laid therein.
Process in any action or proceeding referred to in the preceding sentence may be served on any party anywhere in the world.
4.6 The
representations and warranties of the parties contained in this Agreement shall survive the closing of the purchase and sale of the Shares
and shall continue in full force and effect for a period of one year.
4.7 This
Agreement may be executed in several counterparts, each of which will be deemed to be an original and all of which will together constitute
one and the same instrument.
4.8 Delivery
of an executed copy of this Agreement by electronic, facsimile transmission or other means of electronic communication capable of producing
a printed copy will be deemed to be execution and delivery of this Agreement as of the date set forth on page one of this Agreement.
IN WITNESS
WHEREOF, the parties hereto have executed this Agreement as of date written below.
“PURCHASER”
/s/ Rhonda
Keaveney
Name: Rhonda
Keaveney, CEO
Small Cap Compliance, LLC
Date: January 21, 2023
“COMPANY”
/s/ Zhilian
Wu
Name: Zhilian
Wu, CEO
Invech Holdings, Inc.
Date: January
21, 2023
/s/ Dong
Chen
Name: Dong
Chen, Director
Invech Holdings, Inc.
Date: January
21, 2023
Exhibit 3.6
Exhibit 3.7
Exhibit 3.8
CONSULTING
SERVICES AGREEMENT
This Consulting
Services Agreement (the “Agreement”) is entered into as of the 10th day of September 2023, between Invech Holdings,
Inc. (the “Company") and Invech Consulting Corporation, (“ICC" or “Consultant”).
1. Independent
Consultant. Subject to the terms and conditions of this Agreement, the Company hereby engages ICC as an independent contractor to
perform the services set forth herein, and ICC hereby accepts such engagement.
2. Duties,
Term, and Compensation. ICC’s duties, term of engagement, compensation and provisions for payment thereof shall be as set forth
in the estimate previously provided to the Company by ICC and which is attached as Exhibit A, which may be amended in writing from time
to time, or supplemented with subsequent estimates for services to be rendered by ICC and agreed to by the Company, and which collectively
are hereby incorporated by reference.
3. Expenses.
During the term of this Agreement, the Consultant has been paid in full and any additional incurred expenses for travel, and supervision
of day-to-day business activities shall not be reimbursable. Consultant shall be reimbursed for any out of pocket expenses that are out
of the ordinary.
4. Confidentiality.
ICC acknowledges that during the engagement it will have access to and become acquainted with various trade secrets, inventions, innovations,
processes, information, records and specifications owned or licensed by the Company and/or used by the Company in connection with the
operation of its business including, without limitation, the Company’s business and product processes, methods, financials, accounts
and procedures. ICC agrees that it (its employees, its members, and any of its consultants), will not disclose any of the aforesaid,
directly or indirectly, or use any of them in any manner, either during the term of this Agreement or at any time thereafter, except
as required in the course of this engagement with the Company. All files, records, documents, blueprints, specifications, information,
letters, notes, media lists, original artwork/creative, notebooks, and similar items relating to the business of the Company, whether
prepared by ICC or otherwise coming into its possession, shall remain the exclusive property of the Company. ICC shall not retain any
copies of the foregoing without the Company’s prior written permission.
Upon the
expiration or earlier completion of this Agreement, or whenever requested by the Company, ICC shall immediately deliver to the Company
all such files, records, documents, specifications, information, and other items in its possession or under her control. ICC further
agrees that it will not disclose its retention as an independent consultant or the terms of this Agreement to any person without the
prior written consent of the Company and shall at all times preserve the confidential nature of its relationship to the Company and of
the services hereunder.
5. Conflicts
of Interest; Non-hire Provision. ICC represents that it is free to enter into this Agreement, and that this engagement does not violate
the terms of any agreement between the ICC and any third party. Further, ICC, in rendering its duties shall not utilize any invention,
discovery, development, improvement, innovation, or trade secret in which it does not have a proprietary interest. During the term of
this agreement, ICC shall devote as much of its productive time, energy and abilities to the performance of her duties hereunder as is
necessary to perform the required duties in a timely and productive manner. ICC is expressly free to perform services for other parties
while performing services for the Company.
6. Right
to Injunction. The parties hereto acknowledge that the services to be rendered by ICC under this Agreement and the rights and privileges
granted to the Company under the Agreement are of a special, unique, unusual, and extraordinary character which gives them a peculiar
value, the loss of which cannot be reasonably or adequately compensated by damages in any action at law, and the breach by the Consultant
of any of the provisions of this Agreement will cause the Company irreparable injury and damage. The Consultant expressly agrees that
the Company shall be entitled to injunctive and other equitable relief in the event of, or to prevent, a breach of any provision of this
Agreement by the Consultant. Resort to such equitable relief, however, shall not be construed to be a waiver of any other rights or remedies
that the Company may have for damages or otherwise. The various rights and remedies of the Company under this Agreement or otherwise
shall be construed to be cumulative, and no one of the them shall be exclusive of any other or of any right or remedy allowed by law.
7. Merger.
This Agreement shall not be terminated by the merger or consolidation of the Company into or with any other entity.
8. Independent
Consultant. This Agreement shall not render ICC an employee, partner, agent of, or joint venturer with the Company for any purpose.
ICC is and will remain an independent contractor in its relationship to the Company.
The Company
shall not be responsible for withholding taxes with respect to ICC’s compensation hereunder.
9. Successors
and Assigns. All of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their
respective heirs, if any, successors, and assigns.
10. Choice
of Law. The laws of the state of Arizona shall govern the validity of this Agreement, the construction of its terms and the interpretation
of the rights and duties of the parties hereto.
11. Assignment.
ICC shall not assign any of its rights under this Agreement or delegate the performance of any of her duties hereunder, without the prior
written consent of the Company.
12. Modifications
or Amendment. No amendment change or modification of this Agreement shall be valid unless in writing signed by the parties hereto.
13. Entire
Understanding. This document and any exhibit attached constitute the entire understanding and agreement of the parties, and any and
all prior agreements, understandings, and representations are hereby terminated and canceled in their entirety and are of no further
force and effect.
IN WITNESS
WHEREOF the undersigned have executed this Agreement as of the day and year first written above. The parties hereto agree that facsimile
signatures shall be as effective as if originals.
/s/ Rhonda Keaveney
Invech
Consulting Corporation (ICC)
Rhonda Keaveney, Sole Member
/s/ Rhonda Keaveney
Invech
Holdings, Inc. (Company)
Rhonda Keaveney, CEO
SCHEDULE A
CONSULTANT DUTIES, TERMS AND
COMPENSATION
DUTIES:
The Consultant agrees to:
| 1. | Market public company compliance services to prospective clients. |
| 2. | Draft compliance documents on behalf of IHVI for public companies
and compensate IVHI for those services. |
| 3. | TERMS: These duties shall commence upon execution until
such time the Company has a change of management and/or change in control. In exchange for public company compliance services, ICC will
receive 1,000,000 shares of IVHI restricted public shares for 6 months of service. These shares will be paid on March 10, 2023. The service
contract will be reviewed in 12 months. |
Exhibit 5.1
| |
Allen
C. Tucci
atucci@archerlaw.com
215-246-3192 (Ext. 5192) Direct
215-963-9999
Direct Fax
Archer
& Greiner, P.C.
Three Logan Square
1717
Arch Street, Suite 3500
Philadelphia,
PA 19103
(215)
963-3300 Main
(215)
963-9999 Fax
www.archerlaw.com
|
December
31, 2023
Invech Holdings,
Inc.
7339 E. Williams Drive
Unit 26496
Scottsdale,
AZ 85255
| Re: | REGISTRATION STATEMENT ON FORM S-1 FOR INVECH HOLDINGS, INC. |
Ladies and
Gentlemen:
This opinion
letter is furnished to you in connection with your filing of a Registration Statement on Form S-1 (the “Registration Statement”)
with the Securities and Exchange Commission under the Securities Act of 1933, as amended, for the registration of up to 2,462,293 shares
(the “Shares”) of Common Stock, $.001 par value (“Common Stock”), of Invech Holdings, Inc., a Nevada corporation
(the “Company”).
In our capacity
as counsel to the Company in connection herewith, we have examined (i) the Registration Statement; (ii) the Company’s Articles
of Incorporation and By-Laws; (iii) the Stock Purchase Agreements for the Shares; (iv) certain resolutions of the Company’s Board
of Directors; (v) certain corporate documents and records, certificates of public officials and certificates of officers of the Company;
and (vi) such other proceedings, documents and records as we have deemed necessary or advisable for purposes of this opinion. In all
such investigations and examinations, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the
authenticity of original and certified documents and the conformity to original or certified documents of all copies submitted to us
as conformed or reproduction copies.
Based on
the foregoing and subject to the limitations, qualifications and assumptions set forth herein, we are of the opinion that the Shares
have been duly authorized and are validly issued, fully paid and non-assessable.
The foregoing
opinions are limited to the laws of the State of Nevada as currently in effect, and no opinion is expressed with respect to such laws
as subsequently amended, or any other laws, or any effect that such amended or other laws may have on the opinions expressed herein.
The foregoing opinions are limited to matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly
stated herein. The foregoing opinions are given as of the date hereof, and we undertake no obligation to advise you of any changes in
applicable laws after the date hereof or of any facts that might change the opinions expressed herein that we may become aware of after
the date hereof.
We consent
to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us under the heading “Legal Matters”
in the Registration Statement. In giving this consent, we do not admit that we are experts, or within the category of persons whose consent
is required under Section 7 of the Securities Act.
Very truly
yours,
/s/ ALLEN C.
TUCCI
ALLEN C.
TUCCI
ARCHER & GREINER, P.C.
Exhibit 10.1
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
We hereby consent to the incorporation in this
Registration Statement on Form S-1 of our report dated January 8, 2024, relating to the financial statements of Invech Holdings, Inc.
for the years ended December 31, 2022 and 2021 and to all references to our firm included in this Registration Statement.
/s/ BF Borgers CPA PC
Certified Public Accountants
Lakewood, CO
January 8, 2024
Exhibit 107
CALCULATION OF REGISTRATION FEE
| Title of each class of securities to be registered |
|
Amount to be
Registered (1) |
|
|
Proposed
Maximum
Offering Price
Per Share (2) |
|
|
Proposed
Maximum
Aggregate
Offering Price |
|
|
Amount of
Registration Fee |
|
| Common Stock par value $0.001 per share offered by selling
stockholder |
|
2,462,293 |
|
|
|
$ |
0.135 |
|
|
$332,419 |
|
|
|
$ |
$49.07 |
|
|
| Total |
|
2,462,293 |
|
|
|
$ |
0.135 |
|
|
$332,419 |
|
|
|
$ |
$49.07 |
|
|
| (1) |
The shares of our common stock being registered hereunder are being registered
for sale by the selling stockholder, as defined in the accompanying prospectus. In accordance with Rule 416(a), this registration
statement shall also cover an indeterminate number of shares that may be issued and resold resulting from stock splits, stock dividends
or similar transactions. |
| (2) |
Estimated pursuant to Rule 457(c) under the Securities Act of 1933, as amended (the “Securities
Act”), based on the average of the closing prices as reported on the OTC Markets within 5 business days prior to the date of
the filing of this Registration Statement. |
| (3) |
The fee is calculated at a rate of $147.60 per million dollars, pursuant to Section 6(b) of the
Securities Act of 1933. |
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