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discussion and analysis (“MD&A”) should be read in conjunction with financial statements of Invech Holdings, Inc.
−Removed: the three months ended September 30, 2024, and 2023, and the notes thereto.
+Added: the three months ended March 31, 2025, and 2043, and the notes thereto.
Safe Harbor for Forward-Looking
−Removed: statements contained in Management's Discussion and Analysis of Financial Condition and Results of Operations, including statements regarding
−Removed: the development of the Company's business, the markets for the Company's products, anticipated capital expenditures, and the effects of
−Removed: completed and proposed acquisitions, and other statements contained herein regarding matters that are not historical facts, are forward-looking
+Added: Certain statements
+Added: contained in Management's Discussion and Analysis of Financial Condition and Results of Operations, including statements regarding the
+Added: development of the Company's business, the markets for the Company's products, anticipated capital expenditures, and the effects of completed
+Added: and proposed acquisitions, and other statements contained herein regarding matters that are not historical facts, are forward-looking
statements as is within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
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Invech Holdings, Inc.
−Removed: was incorporated under the laws of the State of Nevada on December 17, 1998, as Explore Technologies, Inc.
+Added: (OTC “IVHI”) was
+Added: 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
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of Incorporation and changed its name to Pan Asia Communications Corp.
−Removed: On March 18, 2003, the Company changed its name
−Removed: to Hubei Pharmaceutical Group, Ltd., and to Amersin Life Sciences Corporation on January 6, 2005.
+Added: On March 18, 2003, the Company changed its name to
+Added: Hubei Pharmaceutical Group, Ltd., and to Amersin Life Sciences Corporation on January 6, 2005.
On March 22, 2007, the Company changed
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on July 19, 2018.
−Removed: The Company entered into a merger agreement on
−Removed: May 23, 2000, with Cashsurfers, Inc., an Internet based technology business.
+Added: The Company entered into a merger agreement on May
+Added: 23, 2000, with Cashsurfers, Inc., an Internet based technology business.
The Company was obligated
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stock ownership percentage for our existing shareholders, increased debt, and loss of our business model.
−Removed: On October 5, 2000, the Company entered into an
−Removed: Acquisition Agreement with UWANTCASH.com, Inc.
−Removed: whereby the Company acquired 100% of the issued and outstanding common and preferred shares
−Removed: of UWANTCASH.com, Inc.
+Added: On October 5, 2000, the Company entered into an Acquisition
+Added: Agreement with UWANTCASH.com, Inc.
+Added: whereby the Company acquired 100% of the issued and outstanding common and preferred shares of UWANTCASH.com,
in exchange for five million shares of common stock in IVHI.
The acquisition agreement was terminated on December 6, 2000.
−Removed: The Company has no operations at that time.
−Removed: As a result of the termination of a second merger within a six-month period, our
−Removed: stock was further diluted, and our debt increased because we had no operations.
−Removed: In 2001 the Company effected a 1 for 10 reverse
−Removed: stock split and on May 15, 2002, the Company entered into an agreement to acquire the Access Network Limited subsidiary of VOIP Telecom,
−Removed: 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
+Added: has no operations at that time.
+Added: As a result of the termination of a second merger within a six-month period, our stock was further diluted,
+Added: and our debt increased because we had no operations.
+Added: In 2001 the Company effected a 1 for 10 reverse stock
+Added: split and on May 15, 2002, the Company entered into an agreement to acquire the Access Network Limited subsidiary of VOIP Telecom, Inc.,
+Added: 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
to extinguish a debt due by Access to Keppel.
In addition, IVHI issued 2,00,000 shares as a finder’s fee.
−Removed: Shortly after,
−Removed: the Company completed a rescission agreement whereby the acquisition was cancelled.
−Removed: All company shares issued for debt settlements were
−Removed: On March 17, 2003, the Company acquired
−Removed: the majority interest in Hubei Pharmaceutical Co.
+Added: Shortly after, the
+Added: Company completed a rescission agreement whereby the acquisition was cancelled.
+Added: All company shares issued for debt settlements were cancelled.
+Added: On March 17, 2003, the Company acquired the
+Added: majority interest in Hubei Pharmaceutical Co.
The Company issued 22,000,000 common shares resulting in a change in control.
−Removed: On September 10 th , 2004, the Company
−Removed: entered into material agreement, to sell its 57.14% controlling interest in the Hubei Pharmaceutical Co.
−Removed: At that time the Company
−Removed: was engaged in the acquisition and vertical integration of operating subsidiaries and controlling joint venture interests in China to
−Removed: include all facets of pharmaceutical life sciences from raw materials through dosage form production and distribution.
−Removed: In October 2005,
−Removed: the Company terminated its participation in the Hubei Tongji Benda Ebei Pharmaceutical Co.
+Added: On September 10 th , 2004, the Company entered
+Added: into material agreement, to sell its 57.14% controlling interest in the Hubei Pharmaceutical Co.
+Added: At that time the Company was engaged
+Added: in the acquisition and vertical integration of operating subsidiaries and controlling joint venture interests in China to include all
+Added: facets of pharmaceutical life sciences from raw materials through dosage form production and distribution.
+Added: In October 2005, the Company
+Added: terminated its participation in the Hubei Tongji Benda Ebei Pharmaceutical Co.
joint venture in Hubei Province, China.
−Removed: As a result of the termination of the merger, our stock was further diluted, and our debt increased because we had no operations.
−Removed: Due to multiple mergers and termination of those
−Removed: mergers, have historically generated negative cash flow and losses from operations and could experience negative cash flow and losses
−Removed: from operations in the future.
−Removed: As a result of multiple mergers and termination of such mergers, the Company has accumulated liabilities
−Removed: and has not generated any revenue.
−Removed: In the past, the Company filed Form S-8s to register stock for issuance in lieu of cash payment to
−Removed: employees and consultants.
+Added: of the termination of the merger, our stock was further diluted, and our debt increased because we had no operations.
+Added: Due to multiple mergers and termination of those mergers,
+Added: have historically generated negative cash flow and losses from operations and could experience negative cash flow and losses from operations
+Added: in the future.
+Added: As a result of multiple mergers and termination of such mergers, the Company has accumulated liabilities and has not generated
+Added: In the past, the Company filed Form S-8s to register stock for issuance in lieu of cash payment to employees and consultants.
In addition, the Company raised money with convertible debentures.
−Removed: As a result, our shareholders have been
−Removed: diluted, and our stock price has been volatile, and the future of our business and continued operations are uncertain.
+Added: As a result, our shareholders have been diluted, and our stock price
+Added: has been volatile, and the future of our business and continued operations are uncertain.
Business operations for Invech Holdings, Inc.
−Removed: were abandoned in 2007 and its Nevada registration was revoked.
−Removed: A custodianship action, as described in the subsequent paragraph, was
−Removed: commenced in 2017.
+Added: abandoned in 2007 and its Nevada registration was revoked.
+Added: A custodianship action, as described in the subsequent paragraph, was commenced
On October 17, 2017, the Eighth Judicial District
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as sole officer and director.
−Removed: SCC was compensated for its role as custodian
−Removed: in the amount of 120,000 shares of Convertible Preferred A Series Stock (“Preferred A Stock”).
−Removed: In January 2018, the Custodian
−Removed: sold these shares to Queen Investment (HK) Ltd.
+Added: SCC was compensated for its role as custodian in the
+Added: amount of 120,000 shares of Convertible Preferred A Series Stock (“Preferred A Stock”).
+Added: In January 2018, the Custodian sold
+Added: these shares to Queen Investment (HK) Ltd.
for the purchase price of $35,000.
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and directors.
−Removed: On January 21, 2023, the Company issued 300,000
−Removed: shares of Convertible Series A Preferred Stock to Small Cap Compliance, LLC for the purchase price of $45,000.
−Removed: These shares represent
−Removed: the majority control.
−Removed: At that time the Company implemented a new business plan and IVHI is now in the business of regulatory compliance
−Removed: and consulting for public companies.
−Removed: Chen resigned all positions with the Company and appointed Rhonda Keaveney as CEO,
−Removed: Director, Secretary, and Treasurer.
+Added: On January 21, 2023, the Company issued 300,000 shares
+Added: of Convertible Series A Preferred Stock to Small Cap Compliance, LLC for the purchase price of $45,000.
+Added: These shares represent the majority
+Added: At that time the Company implemented a new business plan and IVHI is now in the business of regulatory compliance and consulting
+Added: for public companies.
+Added: Chen resigned all positions with the Company and appointed Rhonda Keaveney as CEO, Director, Secretary,
+Added: and Treasurer.
ETAO Logistic Inc.
−Removed: cancelled all 110,000 shares
−Removed: of its Preferred A Stock on March 3, 2023 making Small Cap Compliance, LLC the sole holder of the Preferred A Stock.
−Removed: In September 2023, the Company issued 1,000,000
−Removed: to Small Cap Compliance, LLC for debt paid on behalf of the Company.
+Added: cancelled all 110,000 shares of
+Added: its Preferred A Stock on March 3, 2023 making Small Cap Compliance, LLC the sole holder of the Preferred A Stock.
+Added: In September 2023, the Company issued 1,000,000 to
+Added: Small Cap Compliance, LLC for debt paid on behalf of the Company.
+Added: 22, 2024, 90,000,000 shares of restricted common stock were issued to Small Cap Compliance, LLC.
+Added: The shares were issued to pay off any
+Added: monies loaned to the Company up until, and through, this date.
Our Present Business
−Removed: IVHI is company in the public company compliance
+Added: IVHI is company in the public company compliance industry.
We specialize in drafting regulatory documents and consulting for public companies.
−Removed: Our services include FINRA corporate filings,
−Removed: drafting incorporation and corporate documents, drafting OTC Markets Disclosure Statements, and general public company compliance.
−Removed: acts as an outside consulting firm for these services.
−Removed: We provide the following services to small cap
−Removed: public companies.
+Added: Our services include FINRA corporate filings, drafting
+Added: incorporation and corporate documents, drafting OTC Markets Disclosure Statements, and general public company compliance.
+Added: an outside consulting firm for these services.
+Added: We provide the following services to small cap public
FINRA Corporate Actions:
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Drafting M & A and divestiture documents
−Removed: In applying the foregoing criteria, management
−Removed: will attempt to analyze all factors and circumstances and make a determination based upon reasonable investigative measures and available
+Added: In applying the foregoing criteria, management will
+Added: 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
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for identifying and expanding our business.
−Removed: We anticipate that new business opportunities
−Removed: will be made available to us through personal contacts of our directors, officers and principal stockholders, professional advisors, broker-dealers,
+Added: We anticipate that new business opportunities will
+Added: 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.
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to pay a finder’s fee or to otherwise compensate the persons who introduce the Company to business opportunities in which we participate.
−Removed: We expect that our due diligence will encompass,
−Removed: among other things, meetings with incumbent management of the target business and inspection of its facilities, as necessary, as well
−Removed: as a review of financial and other information, which is made available to the Company.
−Removed: This due diligence review will be conducted either
−Removed: by our management or by third parties we may engage.
−Removed: We anticipate that we may rely on the issuance of our common stock in lieu of cash
−Removed: payments for services or expenses related to any analysis.
−Removed: We may incur time and costs required to select
−Removed: and evaluate our business structure and expand our business, which cannot presently be determined with any degree of certainty.
+Added: We expect that our due diligence will encompass, among
+Added: other things, meetings with incumbent management of the target business and inspection of its facilities, as necessary, as well as a review
+Added: of financial and other information, which is made available to the Company.
+Added: This due diligence review will be conducted either by our
+Added: management or by third parties we may engage.
+Added: We anticipate that we may rely on the issuance of our common stock in lieu of cash payments
+Added: for services or expenses related to any analysis.
+Added: We may incur time and costs required to select and
+Added: evaluate our business structure and expand our business, which cannot presently be determined with any degree of certainty.
incurred with respect to the indemnification and evaluation of a prospective business that is not ultimately completed may result in a
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We have no present arrangements for any of these types of fees.
−Removed: We anticipate that the investigation of specific
−Removed: business opportunities and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments
−Removed: will require substantial management time and attention and substantial cost for accountants, attorneys, consultants, and others.
−Removed: may be incurred in the investigation process, which may not be recoverable.
−Removed: Furthermore, even if an agreement is reached for the participation
−Removed: in a specific business opportunity, the failure to consummate that transaction may result in a loss to the Company of the related costs
+Added: We anticipate that the investigation of specific business
+Added: opportunities and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require
+Added: substantial management time and attention and substantial cost for accountants, attorneys, consultants, and others.
+Added: Costs may be incurred
+Added: in the investigation process, which may not be recoverable.
+Added: Furthermore, even if an agreement is reached for the participation in a specific
+Added: 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
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These shares have not been issued as of this filing.
−Removed: Our company is competing with other companies
−Removed: and consultants in the microcap public company compliance industry, our competition includes larger firms and sole consulting persons
−Removed: that specialize in compliance.
−Removed: In addition, it will be difficult to get into some public companies as they have counsel on retainer to
−Removed: draft documents relating to compliance.
−Removed: We will compete in markets where more established companies, with larger budgets and more staff,
−Removed: can offer more services.
+Added: Our company is competing with other companies and
+Added: consultants in the microcap public company compliance industry, our competition includes larger firms and sole consulting persons that
+Added: specialize in compliance.
+Added: In addition, it will be difficult to get into some public companies as they have counsel on retainer to draft
+Added: documents relating to compliance.
+Added: We will compete in markets where more established companies, with larger budgets and more staff, can
+Added: offer more services.
We expect that the quantity and composition of our competitive environment will continue to evolve as the industry
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of the industry as a whole will result in new competitors entering the marketplace.
−Removed: We are competing in the microcap public company
−Removed: compliance industry;
+Added: We are competing in the microcap public company compliance
growth will be accomplished through the advertising, email campaigns, and referrals from current clients.
−Removed: Achieving this growth will increase development
−Removed: costs and the cost of our services.
+Added: Achieving this growth will increase development costs
+Added: 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.
−Removed: Again, these are forward looking statements and
−Removed: not an indication of past performance.
+Added: Again, these are forward looking statements and not
+Added: an indication of past performance.
There is no guarantee that we will profit from our current business model and have no merger candidates
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the Company’s ability to continue as a going concern.
−Removed: To date, the Company
−Removed: has relied on debt and equity raised in private offerings and shareholder loans to finance operations and no other sources of capital
−Removed: has been identified.
+Added: To date, the Company has
+Added: relied on debt and equity raised in private offerings and shareholder loans to finance operations and no other sources of capital has
+Added: been identified.
If we experience a shortfall in operating capital, we could be faced with having to limit our research and development
Results of Operations
−Removed: for the Nine Months Ended September 30, 2024, and 2023
−Removed: three months ended September 30, 2024, and 2023, the Company had not generated any revenues.
+Added: for the Three Months Ended March 30, 2025, and 2024
+Added: For the three
+Added: months ended March 31, 2025, and 2024, the Company had not generated any revenues.
Operating Expenses
−Removed: Operating expenses for
−Removed: the nine months ended September 30, 2024, were $51,423 compared to $29,434 for the three months ended June 30, 2023, an increase of $27,989.
+Added: Operating expenses for the
+Added: three months ended March 31, 2025 were $31,377 compared to $29,618 for the three months ended March 31, 2024, an increase of $1,759.
Operating expenses increased
in 2024 due to a decrease in professional fees and other general and administrative fees incurred for this period.
−Removed: For the nine months ended
−Removed: September 30, 2024, the Company had a net loss of $51,423 compared to the nine months ended September 30, 2023 of a net loss of $29,434.
−Removed: The net loss resulted
−Removed: from increase in operating expenses.
+Added: For the three months ended
+Added: March 31, 2025, the Company had a net loss of $31,377 compared to the three months ended March 31, 2024 of a net loss of $29,617.
+Added: The net loss resulted from
+Added: increase in operating expenses.
Liquidity and Capital
−Removed: As of September
31, 2025, we had $0 in cash and a working capital deficit of $39,951.
Operating Activities
−Removed: For none months ended
−Removed: September 30, 2024, we used $54, 573 in operating activities as compared to $23,246 for the none months ended June 30, 2023.
+Added: For three months ended March
+Added: 31, 2025, we used $33,867 in operating activities as compared to $22,617 for the three months ended March 31, 2024.
Investing Activities
−Removed: No investing activities
−Removed: occurred during the nine months ended September 30, 2024, and 2023.
+Added: No investing activities occurred
+Added: during the three months ended March 31, 2025, and 2024.
Financing Activities
−Removed: During the nine months
−Removed: ended September 30, 2024, the Company received advances of $45,573 from a related party for working capital purposes.
−Removed: During the nine
−Removed: months ended September 30, 2023, the Company received advances of $23,246 from a related party for working capital purposes and $40,000
−Removed: from the sale of preferred stock to a related party.
−Removed: Off-Balance Sheet
+Added: During the three months ended
+Added: March 31, 2025, the Company received advances of $33,867 from a related party for working capital purposes.
+Added: During the three months ended
+Added: March 31, 2024, the Company received advances of $22,617 from a related party for working capital purposes.
+Added: Off-Balance Sheet Arrangements
There are no off-balance
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Actual results may differ from these estimates under different assumptions or conditions.
−Removed: The accounting policies
−Removed: that we follow are set forth in Note 2 to our financial statements as included in the SEC report filed.
−Removed: These accounting policies conform
−Removed: to accounting principles generally accepted in the United States and have been consistently applied in the preparation of the financial
+Added: The accounting policies that
+Added: we follow are set forth in Note 2 to our financial statements as included in the SEC report filed.
+Added: These accounting policies conform to
+Added: accounting principles generally accepted in the United States and have been consistently applied in the preparation of the financial statements.
Quantitative and Qualitative Disclosures
about Market Risk
−Removed: As a “smaller reporting company,”
−Removed: as defined by Rule 12b-2 of the Exchange Act, we are not required to provide the information in this Item.
+Added: As a “smaller reporting company,” as defined
+Added: by Rule 12b-2 of the Exchange Act, we are not required to provide the information in this Item.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.