What changed in this filing

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Item 9A. Controls and Procedures

2026-01-20 compared with 2025-03-03 · 181 added, 220 removed, 481 unchanged (45% of the section changed)

2 unchanged sentences

of Disclosure Controls and Procedures

Our disclosure

controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that

we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer

and principal financial officer, as appropriate to allow timely decisions regarding required disclosure and is recorded, processed, summarized

and reported within the time periods specified in the rules and forms of the SEC.

Based upon that evaluation, our principal executive

officer and principal financial officer concluded that, as of the end of the period covered by this report, our disclosure controls and

procedures were effective at the reasonable assurance level.

Our disclosure controls and procedures

are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file or submit under

the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial

officer, as appropriate to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within

the time periods specified in the rules and forms of the SEC.

Based upon that evaluation, our principal executive officer and principal

financial officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective

at the reasonable assurance level.

Report on Internal Control over Financial Reporting

Our management, with

the participation of our principal executive officer and principal financial officer, is responsible for establishing and maintaining

adequate internal control over our financial reporting.

Our internal control system was designed to provide reasonable assurance to management

regarding the preparation and fair presentation of published financial statements.

Our management, consisting

of our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our

internal controls over financial reporting will prevent all error and all fraud.

A control system, no matter how well conceived and operated,

can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

Further, the design of a control

system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control

issues, misstatements, errors, and instances of fraud, if any, within our company have been or will be prevented or detected.

These inherent

limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error

The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there

can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Projections of any

evaluation of controls effectiveness to future periods are subject to risks that internal controls may become inadequate because of changes

in conditions, or through the deterioration of the degree of compliance with policies or procedures.

Our management, with the participation of our principal executive officer

and principal financial officer, is responsible for establishing and maintaining adequate internal control over our financial reporting.

Our internal control system was designed to provide reasonable assurance to management regarding the preparation and fair presentation

of published financial statements.

Our management, consisting of our principal executive officer and principal

financial officer, does not expect that our disclosure controls and procedures or our internal controls over financial reporting will

prevent all error and all fraud.

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute,

assurance that the objectives of the control system are met.

Further, the design of a control system must reflect the fact that there

are resource constraints, and the benefits of controls must be considered relative to their costs.

Because of the inherent limitations

in all control systems, no evaluation of controls can provide absolute assurance that all control issues, misstatements, errors, and instances

of fraud, if any, within our company have been or will be prevented or detected.

These inherent limitations include the realities that

judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.

The design of any system

of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design

will succeed in achieving its stated goals under all potential future conditions.

Projections of any evaluation of controls effectiveness

to future periods are subject to risks that internal controls may become inadequate because of changes in conditions, or through the deterioration

of the degree of compliance with policies or procedures.

Changes in Internal

Control over Financial Reporting

There was no change in

the Company’s internal control over financial reporting that occurred during the year ended December 31, 2024, that has materially

affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Management’s Assessment Regarding Internal

Control Over Financial Reporting

At the end of the period

covered by this Annual Report on Form 10-K, an evaluation was carried out under the supervision of and with the participation of our management,

including the Principal Executive Officer and the Principal Financial Officer of the effectiveness of the design and operations of our

disclosure controls and procedures (as defined in Rule 13a – 15(e) and Rule 15d – 15(e) under the Exchange Act) as of the

end of the period covered by this report.

Based on that evaluation, the Principal Executive Officer and the Principal Financial Officer

have concluded that our disclosure controls and procedures were not effective in ensuring that:

(i) information required to be disclosed

by the Company in reports that it files or submits to the Securities and Exchange Commission under the Exchange Act is recorded, processed,

summarized, and reported within the time periods specified in applicable rules and forms and (ii) material information required to be

disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, as

appropriate, to allow for accurate and timely decisions regarding required disclosure.

Disclosure controls and

procedures were not effective due primarily to a material weakness in the segregation of duties in the Company’s internal control

of financial reporting as discussed below.

There was no change in the Company’s internal control over financial

reporting that occurred during the year ended December 31, 2025, that has materially affected, or is reasonably likely to materially

affect, our internal control over financial reporting.

Management’s Assessment Regarding

Internal Control Over Financial Reporting

At the end of the period covered by this Annual Report on Form 10-K,

an evaluation was carried out under the supervision of and with the participation of our management, including the Principal Executive

Officer and the Principal Financial Officer of the effectiveness of the design and operations of our disclosure controls and procedures

(as defined in Rule 13a – 15(e) and Rule 15d – 15(e) under the Exchange Act) as of the end of the period covered by this report.

Based on that evaluation, the Principal Executive Officer and the Principal Financial Officer have concluded that our disclosure controls

and procedures were not effective in ensuring that:

(i) information required to be disclosed by the Company in reports that it files or

submits to the Securities and Exchange Commission under the Exchange Act is recorded, processed, summarized, and reported within the time

periods specified in applicable rules and forms and (ii) material information required to be disclosed in our reports filed under the

Exchange Act is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow for accurate and timely

decisions regarding required disclosure.

Disclosure controls and procedures were not effective due primarily

to a material weakness in the segregation of duties in the Company’s internal control of financial reporting as discussed below.

Internal Control

over Financial Reporting

Management is responsible

for establishing and maintaining adequate internal control over financial reporting for the Company (including its consolidated subsidiaries)

and all related information appearing in our Annual Report on Form 10-K.

Our internal control over financial reporting is designed to

provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external

purposes in accordance with accounting principles generally accepted in the United States of America

Management conducted

an evaluation of the design and operation of our internal control over financial reporting as of the end of the period covered by this

report, based on the criteria in a framework developed by the Company’s management pursuant to and in compliance with the criteria

This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, walkthroughs

of the operating effectiveness of controls and a conclusion on this evaluation.

Based on this evaluation, management has concluded that

our internal control over financial reporting was not effective, because management identified a material weakness in the Company’s

internal control over financial reporting related to the segregation of duties as described below.

While the Company does

adhere to internal controls and processes that were designed, it is difficult with a very limited staff to maintain appropriate segregation

of duties in the initiating and recording of transactions, thereby creating a segregation of duties weakness.

(i) the significance

of segregation of duties to the preparation of reliable financial statements;

(ii) the significance of potential misstatement that could

have resulted due to the deficient controls;

and (iii) the absence of sufficient other mitigating controls, we determined that this control

deficiency resulted in more than a remote likelihood that a material misstatement or lack of disclosure within the annual or interim financial

statements may not be prevented or detected.

Management is responsible for establishing and maintaining adequate

internal control over financial reporting for the Company (including its consolidated subsidiaries) and all related information appearing

in our Annual Report on Form 10-K.

Our internal control over financial reporting is designed to provide reasonable assurance regarding

the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting

principles generally accepted in the United States of America

Management conducted an evaluation of the design and operation of our

internal control over financial reporting as of the end of the period covered by this report, based on the criteria in a framework developed

by the Company’s management pursuant to and in compliance with the criteria established.

This evaluation included review of the

documentation of controls, evaluation of the design effectiveness of controls, walkthroughs of the operating effectiveness of controls

and a conclusion on this evaluation.

Based on this evaluation, management has concluded that our internal control over financial reporting

was not effective, because management identified a material weakness in the Company’s internal control over financial reporting

related to the segregation of duties as described below.

While the Company does adhere to internal controls and processes that

were designed, it is difficult with a very limited staff to maintain appropriate segregation of duties in the initiating and recording

of transactions, thereby creating a segregation of duties weakness.

(i) the significance of segregation of duties to the preparation

of reliable financial statements;

(ii) the significance of potential misstatement that could have resulted due to the deficient controls;

and (iii) the absence of sufficient other mitigating controls, we determined that this control deficiency resulted in more than a remote

likelihood that a material misstatement or lack of disclosure within the annual or interim financial statements may not be prevented or

Management’s Remediation Initiatives

Management has evaluated,

and continues to evaluate, avenues for mitigating our internal controls weaknesses, but mitigating controls to completely mitigate internal

control weaknesses have been deemed to be impractical and prohibitively costly, due to the size of our organization at the current time.

Management expects to continue to use reasonable care in following and seeking improvements to effective internal control processes that

have been and continue to be in use at the Company.

Management has evaluated, and continues to evaluate, avenues for mitigating

our internal controls weaknesses, but mitigating controls to completely mitigate internal control weaknesses have been deemed to be impractical

and prohibitively costly, due to the size of our organization at the current time.

Management expects to continue to use reasonable care

in following and seeking improvements to effective internal control processes that have been and continue to be in use at the Company.

Changes in internal

controls over financial reporting

There were no changes

in the Company’s internal control over financial reporting that occurred prior to the Company’s most recent financial quarter

that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

There were no changes in the Company’s internal control over

financial reporting that occurred prior to the Company’s most recent financial quarter that materially affected, or are reasonably

likely to materially affect, the Company’s internal control over financial reporting.

Other Information.

three months ended December 31, 2024, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Exchange

Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or adopted or

terminated a “non-Rule 10b5-1 trading arrangement” (as such

terms are defined in Item 408 of Regulation S-K).

During the three months ended

December 31, 2025, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or adopted or terminated a “non-Rule

10b5-1 trading arrangement” (as such terms are defined in Item 408 of Regulation S-K).

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

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Adsouth Partners, Inc.

Custodian appointment June 21, 2023, termination

date September 5, 2023, Ms.

Custodian appointment June 21, 2023,

termination date September 5, 2023, Ms.

Keaveney is on the board of directors.

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Invech Holdings, Inc.

(non-custodian entity, purchased control block

of stock on 1/21/2023.

(non-custodian entity, purchased control

block of stock on 1/21/2023.

Executive Compensation

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company borrowed $61,735 from Small Cap Compliance, LLC to pay company debt which includes transfer agent fees and accounting fees.

is the majority shareholder of Invech Holdings, Inc.

and Rhonda Keaveney, our Company’s sole officer and director, is also the owner

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.

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

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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

Keaveney is sole shareholder and sole officer and director of Invech

Consulting Corporation (“ICC”).

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.

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.

Except as set forth above, there have been no

related party transactions, or any other transactions or relationships required to be disclosed.

Principal Accounting Fees and Services

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The following table presents fees billed for professional

audit services rendered by MG and Ben Borgers in connection with its audits of the Company’s annual financial statements for the

year ended December 31, 2024.

The fees billed to the IVHI by MG during 2024 were the following:

audit services rendered by Michael Gillespie & Associates, PLLC in connection with its audits of the Company’s annual financial

statements for the year ended December 31, 2025.

Audit Related Fees (auditor admin.

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have the meanings set forth below.

The fees for professional services rendered in

connection with the audit of the Company’s annual financial statements, for the review of the financial statements included in our

Quarterly Reports on Form 10 and for services that are normally provided by the accountant in connection with statutory and regulatory

filings or engagements.

The fees for professional services rendered in connection with the

audit of the Company’s annual financial statements, for the review of the financial statements included in our Quarterly Reports

on Form 10 and for services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements.

Audit-Related Fees

The fees for assurance and related services that

are reasonably related to the performance of the audit or review of our financial statements.

The fees for assurance and related services that are reasonably related

to the performance of the audit or review of our financial statements.

The fees for professional services rendered for

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All Other Fees

The fees for products and services provided, other

than for the services reported under the headings “Audit Fees,” “Audit Related Fees” and “Tax Fees.”

The Company has adopted a policy regarding the services of its independent auditors under which our independent accounting firm is not

allowed to perform any service which may have the effect of jeopardizing the registered public accountant’s independence.

limiting the foregoing, the independent accounting firm shall not be retained to perform the following:

The fees for products and services provided, other than for the services

reported under the headings “Audit Fees,” “Audit Related Fees” and “Tax Fees.” The Company has adopted

a policy regarding the services of its independent auditors under which our independent accounting firm is not allowed to perform any

service which may have the effect of jeopardizing the registered public accountant’s independence.

Without limiting the foregoing,

the independent accounting firm shall not be retained to perform the following:

Bookkeeping or other services related to the accounting records or financial statements

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Exhibits, Financial Statement Schedules.

Minutes for Issuance of Shares to Small Cap Compliance, LLC

Insider Trading Policy

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of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto

duly authorized, on March 3, 2025.

HOLDINGS, INC.

duly authorized, on January 20, 2026.

INVECH HOLDINGS, INC.

/s/ Rhonda Keaveney

2 unchanged sentences

INVECH HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm

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adjustments that might result from the outcome of this uncertainty.

Restatement to Correct 2023

As discussed in Note 7 to the financial statements,

the 2023 balance sheet has been restated to correct a misstatement.

Basis for Opinion

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Vancouver, Washington

February 24, 2025

January 16, 2026

INVECH HOLDINGS, INC .

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Loss from operations

Net loss before income taxes

Income tax expense

Loss per share– basic and diluted

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INVECH HOLDINGS, INC.

STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

STATEMENT OF CHANGES IN STOCKHOLDERS’

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

Series A Preferred Stock

Stockholders’ Equity

Total Stockholders’

Balance at December 31, 2023

$ ( 246,590 )

Preferred shares cancelled

Preferred shares sold for cash –

related party

Common stock issued for consulting

– related party

Common stock issued for debt – related party

Balance at December 31, 2024

Common stock issued for debt –

related party

Forgiveness of related party debt

Balance at December 31, 2025

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Adjustments to reconcile net loss to net cash used in operating activities:

Common stock issued for services – related party

Changes in assets and liabilities:

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Cash advances – related party

Preferred stock sold for cash – related party

Net cash provided by financing activities

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Common stock issued for debt – related party

Forgiveness of related party debt

Accompanying notes are an integral part of these

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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.

reduce risk, the Company performs credit evaluations of its customers and maintains reserves when necessary for potential credit losses.

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

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Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences

of events that have been included in the consolidated 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.

of events that have been included in the financial statements or tax returns.

Under this method, deferred tax assets and liabilities are

based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for

the fiscal year in which the differences are expected to reverse.

Deferred tax assets are reduced by a valuation allowance to the extent

management concludes it is more likely than not that the assets will not be realized.

Deferred tax assets and liabilities are measured

using enacted tax rates expected to apply to taxable income in the fiscal years in which those temporary differences are expected to be

recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Income

in the period that includes the enactment date.

The Company follows section 740-10-25 of the FASB

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Section 740-10-25 addresses

the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the consolidated financial

Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely

than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.

The tax benefits recognized in the consolidated financial statements from such a position should be measured based on the largest benefit

that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement.

Section 740-10-25 also provides guidance

on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.

The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of Section

the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements.

Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that

the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.

The tax benefits

recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty

percent (50%) likelihood of being realized upon ultimate settlement.

Section 740-10-25 also provides guidance on de-recognition, classification,

interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.

The Company had no material

adjustments to its liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25.

Net Income (Loss) Per Common Share

(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

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.

of December 31, 2024 and 2023, the Company’s diluted loss per share is the same as the basic loss per share, as the inclusion of

any potentially dilutive shares would have had an anti-dilutive effect due to the Company generating a loss.

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

As of December 31, 2025 and 2024, the Company’s diluted loss per share is the same as the basic loss per share,

as the inclusion of any potentially dilutive shares would have had an anti-dilutive effect due to the Company generating a loss.

Operating Segments

Operating segments are defined as components of

an entity for which discrete financial information is available that is regularly reviewed by the Chief Operating Decision Maker (“CODM”),

or decision maker group, in deciding how to allocate resources to an individual segment and in assessing performance.

Our chief operating

decision–making group is composed of the Chief Executive Officer.

The Company has one operating segment as of December 31, 2025

Recent Accounting Pronouncements

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The Convertible Series A Preferred Stock is not entitled to dividend.

On January 21, 2023, 300,000 shares of Series

A were 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

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$ 54,735 , for a total due of $ 85,376 .

The advance is non-interest bearing and due on demand.

The advance was non-interest bearing and due on demand.

On November 22, 2024, SCC converted the $ 85,376

due to them into 90,000,000 shares of common stock

During the year ended December 31, 2023, the Company

granted 1,000,000 shares of common stock to SCC for consulting services, for total non-cash expense of $1,000.

During the year ended December 31, 2025, SCC advanced

the Company $ 58,258 , to pay for general operating expenses.

The advance is non-interest bearing and due on demand.

On September 11, 2025, the Company and a prior

related party executed a Cancellation of Debt for the outstanding amount due of $ 4,443 .

The $ 4,443 has been credited to additional paid

NOTE 6 – INCOME TAX

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federal income tax

rate of 21 %.

The provision for Federal income tax consists of the following December

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No tax benefit has been reported

in the December 31, 2024 or 2023 consolidated financial statements since the potential tax benefit is offset by a valuation allowance

of the same amount.

in the December 31, 2025 or 2024 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.

Due to the change in ownership provisions of the

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whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position.

If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the consolidated

financial statements.

If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial

The Company files income tax returns in the U.S.

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Company had no accrued interest or penalties related to uncertain tax positions.

NOTE 7 – RESTATEMENT

Per ASC 250-10 Accounting Changes and Error Corrections,

the financial statements for the year ended December 31, 2023, have been restated to make adjustments to the balance sheet accounts as

described below.

Schedule of restated financials

As of December 31, 2023

Current Assets:

Current Liabilities:

Due to related party

Due to a former related party

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;

300,000 shares issued and outstanding

Common stock, $0.001 par value;

500,000,000 shares authorized, 10,521,335 shares issued and outstanding

Additional paid-in capital

Accumulated deficit

Total Stockholders’ Deficit

Total Liabilities and Stockholders’ Deficit

(1) – Add back related party debt previously written off.

(2) – Add back accruals previously written off.

(3) – Adjust for par value of outstanding shares.

(4) – Adjust for par value of outstanding shares.

(5) – Record additional audit fees.

NOTE 7 – SUBSEQUENT EVENTS

1 unchanged sentence

has performed an evaluation of subsequent events through the date that the financial statements were issued and has determined that there

are no material subsequent events to disclose in these financial statements other than the following.

Subsequent to December 31, 2024, SCC advanced

the Company $6,463 to pay for general operating expenses.

are no material subsequent events to disclose in these financial statements.

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 9A. Controls and Procedures