What changed in this filing

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Item 1A. Risk Factors

2026-01-20 compared with 2025-03-03 · 78 added, 74 removed, 436 unchanged (26% of the section changed)

Risks Relating to

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.

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

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.

We do not expect to generate revenues until we further our business

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, 2024, and 2023

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 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, 2025, and 2024 expressing doubt regarding

our ability to continue as a going concern.

We currently only have a minimal amount of cash available, which will not be sufficient to

fund our anticipated future operating needs.

The Company will need to raise substantial sums to implement its business plan.

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

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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.

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.

We are an SEC reporting 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.

with being a reporting company will serve to further stretch our limited capital resources.

The expenses incurred for filing periodic

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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.

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

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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 Company is a fully reporting entity and currently listed

as OTCID on the OTC Markets platform

Our stock quote is currently listed on OTC Markets.

1 unchanged sentence

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.

Our stock is eligible for proprietary broker-dealer quotations

meaning it is Proprietary Quote Eligible (“PQE”) and a Piggyback Qualified security.

As such, IVHI stock is one that meets

the requirements of the piggyback exception under SEC Rule 15c2-11 and therefore is PQE - “Piggyback” refers to

broker-dealers being permitted to rely on the existing quotations of another broker-dealer that initially complied with the information

review requirement of the Rule.

To qualify for this exception, (1) securities must have at least a one-way, priced, proprietary quotation

(bid or ask) within the past four business days;

and (2) certain information must be current and publicly available or timely filed.

the exception does not apply to securities of shell companies after a prescribed period of time, and securities subject to an SEC trading

suspension order are ineligible under the exception until sixty (60) calendar days after the expiration such order.

IVHI’s PQE and Piggyback

Qualified status was confirmed via a 15c2-11 filing that was deemed effective by FINRA on September 8, 2025.

The regulation of penny

6 unchanged sentences

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).

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.

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

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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 is illiquid and an active market

may never develop.

Future sales of our common stock by existing stockholders pursuant to an effective registration statement or upon the

availability of Rule 144 could adversely affect the market price of our common stock.

A shareholder who decides to sell some, or all,

of their shares in a private transaction may be unable to locate persons who are willing to purchase the shares, given the restrictions.

Also, because of the various risk factors described above, the price of the publicly traded common stock may be highly volatile and not

provide the true market price of our common stock.

Our stock trades on an unsolicited basis

129 unchanged sentences

inappropriate management override of procedures;

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

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

57 unchanged sentences

In addition, Section 13 of our By-laws state the following:

Section 13 Super Majority

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

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

Amending these By-Laws;

9 unchanged sentences

Section 15 Stock Transfer Restrictions.

Stockholder contemplating a sale or transfer of any shares of Stock in the Corporation to any third party shall first provide written

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

37 unchanged sentences

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

What changed 10-K

Item 1A. Risk Factors