Invech Holdings, Inc. 10-K

Item 9A. Controls and Procedures. Management’s Evaluation 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. Management’s 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 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, 2025, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. 19 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 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. Due to: (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’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. 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. 20 Item 9B. Other Information. 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). Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. N/A 21 PART III Item 10. Directors, Executive Officers and Corporate Governance Our Officers and directors and additional information concerning them are as follows: Name Age Position Rhonda Keaveney 58 President, CEO, Secretary, Treasurer, Director Officer Bios Rhonda Keaveney, J.D., Chief Executive Officer (age 58) 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. 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. 22 Currently 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. Alldigital Holdings, Inc. Custodian appointment November 21, 2024, and termination date February 25, 2025 Adsouth Partners, Inc. Custodian appointment June 21, 2023, termination date September 5, 2023, Ms. Keaveney is on the board of directors. XSport Global, Inc. Custodian termination date March 29, 2022 Invech Holdings, Inc. (non-custodian entity, purchased control block of stock on 1/21/2023. Item 11. Executive Compensation The following table sets forth the compensation paid to our executive officers during the twelve-month periods ended December 31, 2024, and 2023: Name and Principal Position Year Salary Bonus Stock Awards Option Awards Nonequity incentive plan compensation Nonqualified deferred compensation earnings Rhonda Keaveney 01/2023 thru present 0 0 0 0 0 0 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters (a) Security ownership of certain beneficial owners. The following table sets forth, as of December 31, 2025, 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 Small Cap Compliance, LLC* 300,000 Series A Convertible Preferred Stock** 100% P.O Box 26496 Scottsdale, AZ 85255 91,000,000 Restricted Common Stock 90% 23 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% PO Box 26496 Scottsdale, AZ 85255 91,000,000 Restricted Common Stock 90% Collective Management Ownership Amount and Nature of Beneficial Ownership Percentage of Class Officer & Director, Rhonda Keaveney* 0 shares 0 *Rhonda Keaveney is the sole owner of Small Cap Compliance, LLC and sole officer and director of Invech Holdings, Inc. **Represents majority control 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 determines executive compensation. Compensation of Directors Our directors receive no extra compensation for their service on our Board of Directors. 24 Item 13. Certain Relationships 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 $61,735 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. On November 22, 2024, 90,000,000 shares of restricted common stock were issued to Small Cap Compliance, LLC. The shares were issued to pay off any monies loaned to the Company up until, and through, this date. Regulation S-K, Item 4, Section C require disclosure of promoters and certain control persons for registrants that are filing financials statements on 10-K 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 must 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. 25 The potential for conflict is low but not zero. Ms. Keaveney does not employ 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 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. Item 14. Principal Accounting Fees and Services Michael Gillespie & Associates, PLLC (“MG”) served as the Company’s independent auditor for the year ended December 31, 2024. The following table presents fees billed for professional 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. December 31, December 31, 2025 2024 ASSETS Audit Fees $ 15,000 $ 40,000 Audit Related Fees (auditor admin. Fees) – 1,000 Tax Fees – – All Other Fees 27,194.50 9,666 Total Fees $ 42,194.50 $ 60,666 As used in the table above, the following terms have the meanings set forth below. 26 Audit Fees 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. Tax Fees The fees for professional services rendered for tax compliance, tax advice and tax planning. 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. 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 · Financial information systems design and implementation · Appraisal or valuation services, fairness opinions or contribution-in-kind reports · Actuarial services · Internal audit outsourcing services · Management functions · Broker-dealer, investment adviser or investment banking services · Legal services · Expert services unrelated to the audit 27 PART IV Item 15. Exhibits, Financial Statement Schedules. No. Description 19.1 Insider Trading Policy 31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer 31.2 Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer 32.1 Section 1350 Certification of Chief Executive Officer 32.2 Section 1350 Certification of Chief Financial Officer 101 The following financial statements from the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, formatted in inline XBRL, include: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Stockholders’ Equity, (iv) Condensed Consolidated Statements of Cash Flows and (v) the Notes to the Condensed Consolidated Financial Statements. Item 16. Form 10-K Summary N/A 28 SIGNATURES Pursuant to the requirements 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 January 20, 2026. INVECH HOLDINGS, INC. By: /s/ Rhonda Keaveney Rhonda Keaveney Chief Executive Officer 29 INVECH HOLDINGS, INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS (Audited) Report of Independent Registered Public Accounting Firm F-1 Balance Sheets as of December 31, 2025 and 2024 F-2 Statements of Operations for the Years ended December 31, 2025 and 2024 F-3 Statement of Changes in Stockholders’ Equity (Deficit) for the Years ended December 31, 2025 and 2024 F-4 Statements of Cash Flows for the Years ended December 31, 2025 and 2024 F-5 Notes to Financial Statements F-6 30 Report of Independent Registered Public Accounting Firm MICHAEL GILLESPIE & ASSOCIATES, PLLC CERTIFIED PUBLIC ACCOUNTANTS Vancouver, WA 98666 206.353.5736 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders, Board of Directors & Shareholders Invech Holdings, Inc. Opinion on the Financial Statements We have audited the accompanying restated balance sheets of Invech Holdings, Inc. as of December 31, 2025 and 2024 and the related statements of operations, changes in stockholders’ deficit, cash flows, and the related notes (collectively referred to as “financial statements”) for the years then ended. In our opinion, the financial statements present fairly, in all material respects, the restated financial position of the Company as of December 31, 2025 and 2024 and the results of its operations and its cash flows for the years December 31, 2025 and 2024 in conformity with accounting principles generally accepted in the United States of America. Going Concern The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note #3 to the financial statements, although the Company has limited operations and it has yet to attain profitability. This raises substantial doubt about its ability to continue as a going concern. Management’s plan in regard to these matters is also described in Note #3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These 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 audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. /S/ MICHAEL GILLESPIE & ASSOCIATES, PLLC We have served as the Company’s auditor since 2024. PCAOB ID: 6108 Vancouver, Washington January 16, 2026 F- 1 INVECH HOLDINGS, INC . BALANCE SHEETS December 31, December 31, 2025 2024 ASSETS Current Assets: Cash $ – $ – Prepaid 1,500 1,260 Total Assets $ 1,500 $ 1,260 LIABILITIES AND STOCKHOLDERS' DEFICIT Current Liabilities: Due to a related party $ 58,258 $ – Due to a former related party – 4,443 Accruals 5,391 5,391 Total Liabilities 63,649 9,834 Commitments and contingencies – – Stockholders' Deficit: Preferred stock, $ 0.001 par value; 5,000,000 shares authorized – – Series A Preferred stock, $ 0.001 par value; 1,000,000 shares designated; 300,000 and 300,000 shares issued and outstanding, respectively 300 300 Common stock, $ 0.001 par value; 500,000,000 shares authorized, 100,521,335 and 100,521,335 shares issued and outstanding, respectively 100,521 100,521 Additional paid-in capital 202,113 197,670 Accumulated deficit ( 365,083 ) ( 307,065 ) Total Stockholders’ Deficit ( 62,149 ) ( 8,574 ) Total Liabilities and Stockholders' Deficit $ 1,500 $ 1,260 The accompanying notes are an integral part of these financial statements. F- 2 INVECH HOLDINGS, INC . STATEMENTS OF OPERATIONS For the Years Ended December 31, 2025 2024 Operating Expenses: General and administrative expenses $ 58,018 $ 60,475 Total operating expenses 58,018 60,475 Loss from operations ( 58,018 ) ( 60,475 ) Net Loss $ ( 58,018 ) $ ( 60,475 ) Loss per share– basic and diluted $ ( 0.00 ) $ ( 0.00 ) Weighted average shares – basic and diluted 100,521,335 20,384,349 The accompanying notes are an integral part of these financial statements. F- 3 INVECH HOLDINGS, INC. STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 Series A Preferred Stock Common Stock Additional Paid in Accumulated Total Stockholders’ Equity Shares Amount Shares Amount Capital Deficit (Deficit) Balance at December 31, 2023 300,000 $ 300 10,521,335 $ 10,521 $ 202,294 $ ( 246,590 ) $ ( 33,475 ) Common stock issued for debt – related party – – 90,000,000 90,000 ( 4,624 ) – 85,376 Net loss – – – – – ( 60,475 ) ( 60,475 ) Balance at December 31, 2024 300,000 300 100,521,335 100,521 197,670 ( 307,065 ) ( 8,574 ) Forgiveness of related party debt – – – – 4,443 – 4,443 Net loss – – – – – ( 58,018 ) ( 58,018 ) Balance at December 31, 2025 300,000 $ 300 100,521,335 $ 100,521 $ 202,113 $ ( 365,083 ) $ ( 62,149 ) The accompanying notes are an integral part of these financial statements. F- 4 INVECH HOLDINGS, INC. STATEMENTS OF CASH FLOWS For the Years Ended December 31, 2025 2024 Cash flows from operating activities: Net loss $ ( 58,018 ) $ ( 60,475 ) Adjustments to reconcile net loss to net cash used in operating activities: Changes in assets and liabilities: Prepaid ( 240 ) ( 1,260 ) Net cash used in operating activities ( 58,258 ) ( 61,735 ) Cash flows from investing activities: – – Cash flows from financing activities: Cash advances – related party 58,258 54,735 Net cash provided by financing activities 58,258 54,735 Net change in cash – ( 7,000 ) Cash, beginning of year – 7,000 Cash, end of year $ – $ – Disclosure of non-cash financing activity: Common stock issued for debt – related party $ – $ 85,376 Forgiveness of related party debt $ 4,443 $ – Accompanying notes are an integral part of these financial statements. F- 5 INVECH HOLDINGS, INC . Notes to the Financial Statements December 31, 2025 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 financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“US GAAP”) and are reported in United States dollars. 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, 2025 and 2024. Stock-based Compensation We account for equity-based transactions with employees and non-employees under the provisions of ASC 718, Compensation - Stock Compensation, which establishes that equity awards issued to employees and non-employees for services are valued at the grant date fair value of the equity award. An expense is recognized over the requisite service or vesting period. The fair value of stock options issued as compensation shall be estimated by using a valuation technique or model that complies with the measurement objective, as described in ASC 718. F- 6 Fair Value of Financial Instruments The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accordance with US GAAP and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3: Pricing inputs that are generally unobservable inputs and not corroborated by market data. The carrying amount of the Company’s financial assets and liabilities, such as cash and accrued expenses, approximate their fair value because of the short maturity of those instruments. The Company’s related party debt approximates the fair value of such instruments based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements at December 31, 2025 and 2024. Income Taxes The Company follows Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Income in the period that includes the enactment date. The Company follows section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”) with regards to uncertainty income taxes. Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25. Net Income (Loss) Per Common Share Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. 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. F- 7 Operating Segments Operating segments are defined as components of an entity for which discrete financial information is available that is regularly reviewed by the Chief Operating Decision Maker (“CODM”), or decision maker group, in deciding how to allocate resources to an individual segment and in assessing performance. Our chief operating decision–making group is composed of the Chief Executive Officer. The Company has one operating segment as of December 31, 2025 and 2024. Recent Accounting Pronouncements 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 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 December 31, 2025. 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 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. NOTE 5 – RELATED PARTY TRANSACTIONS During the year ended December 31, 2023, SCC advanced the Company $ 30,641 to pay for general operating expenses. During the year ended December 31, 2024, SCC advance the Company an additional $ 54,735 , for a total due of $ 85,376 . The advance 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, 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 in capital. F- 8 NOTE 6 – INCOME TAX Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The Company is using the U.S. federal income tax rate of 21%. The provision for Federal income tax consists of the following December 31: Schedule of provision for federal income tax 2025 2024 Federal income tax benefit attributable to: Current Operations $ ( 12,180 ) $ ( 12,700 ) Change in valuation allowance 12,180 12,700 Net provision for Federal income taxes $ – $ – The cumulative tax effect at the expected rate of 21% of significant items comprising our net deferred tax amount is as follows: Schedule of net deferred tax assets 2025 2024 Deferred tax asset attributable to: Net operating loss carryover $ ( 76,680 ) $ ( 64,500 ) Less: valuation allowance 76,680 64,500 Net deferred tax asset $ – $ – At December 31, 2025, the Company had net operating loss carry forwards of approximately $ 76,680 that may be offset against future taxable income. No tax benefit has been reported in the December 31, 2025 or 2024 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount. Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years. ASC 740, Income Taxes, provides guidance on the accounting for uncertainty in income taxes recognized in a company’s financial statements. ASC 740 requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements. The Company files income tax returns in the U.S. federal jurisdiction, and various state and local jurisdictions. Federal income tax returns prior to fiscal year 2022 are closed. The Company includes interest and penalties arising from the underpayment of income taxes in the statements of operations in the provision for income taxes. As of December 31, 2025, the Company had no accrued interest or penalties related to uncertain tax positions. NOTE 7 – SUBSEQUENT EVENTS In accordance with SFAS 165 (ASC 855-10) management has performed an evaluation of subsequent events through the date that the financial statements were issued and has determined that there are no material subsequent events to disclose in these financial statements. F- 9