Invech Holdings, Inc. 10-Q

Item 1. Financial Statements INVECH HOLDINGS, INC . CONDENSED BALANCE SHEETS March 31, December 31, 2026 2025 (Unaudited) (Audited) ASSETS Current Assets: Cash $ 100 $ – Prepaid 67,500 1,500 Total Current Assets 67,600 1,500 Other Assets Intangible assets 450,000 – Total Assets $ 517,600 $ 1,500 LIABILITIES AND STOCKHOLDERS' DEFICIT Current Liabilities: Accounts payable $ 3,181 $ – Due to a related party 29,255 58,258 Accruals 5,391 5,391 Notes payable 470,000 – Total Liabilities 507,827 63,649 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, 100,959,932 and 100,521,335 shares issued and outstanding, respectively 100,960 100,521 Common stock to be issued 90,000 – Additional paid-in capital 302,909 202,113 Accumulated deficit ( 484,396 ) ( 365,083 ) Total Stockholders’ Deficit 9,773 ( 62,149 ) Total Liabilities and Stockholders' Deficit $ 517,600 $ 1,500 Accompanying notes are an integral part of these unaudited condensed financial statements. 3 INVECH HOLDINGS, INC . CONDENSED STATEMENTS OF OPERATIONS (Unaudited) For the Three Months Ended March 31, 2026 2025 Operating Expenses: General and administrative expenses $ 66,773 $ 28,813 Professional fees 52,540 2,564 Total operating expenses 119,313 31,377 Loss from operations ( 119,313 ) ( 31,377 ) Net loss before income taxes ( 119,313 ) ( 31,377 ) Income tax expense – – Net Loss $ ( 119,313 ) $ ( 31,377 ) Loss per share– basic and diluted $ ( 0.00 ) $ ( 0.00 ) Weighted average shares – basic and diluted 100,662,661 100,521,335 Accompanying notes are an integral part of these unaudited condensed financial statements. 4 INVECH HOLDINGS, INC . CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025 (Unaudited) Series A Preferred Stock Common Stock Additional Paid in Common Stock Accumulated Total Stockholders’ Shares Amount Shares Amount Capital To be Issued Deficit Deficit Balance at December 31, 2025 300,000 $ 300 100,521,335 $ 100,521 $ 202,113 $ – $ ( 365,083 ) $ ( 62,149 ) Shares issued for services – – – – – 90,000 – 90,000 Shares issued for services – – 438,597 439 52,193 – – 52,632 Forgiveness of debt – related party – – – – 48,603 – – 48,603 Net loss – – – – – – ( 119,313 ) ( 119,313 ) Balance at March 31, 2026 300,000 $ 300 100,959,932 $ 100,960 $ 302,909 $ 90,000 $ ( 484,396 ) $ 9,773 Series A Preferred Stock Common Stock Additional Paid in Accumulated Total Stockholders’ Shares Amount Shares Amount Capital Deficit Deficit Balance at December 31, 2024 300,000 $ 300 100,521,335 $ 100,521 $ 197,670 – $ ( 307,065 ) $ ( 8,574 ) Net loss – – – – – – ( 31,377 ) ( 31,377 ) Balance at March 31, 2025 300,000 $ 300 100,521,335 $ 100,521 $ 197,670 – $ ( 338,442 ) $ ( 39,951 ) Accompanying notes are an integral part of these unaudited condensed financial statements 5 INVECH HOLDINGS, INC . CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) For the Three Months Ended March 31, 2026 2025 Cash flows from operating activities: Net loss $ ( 119,313 ) $ ( 31,377 ) Adjustments to reconcile net loss to net cash used in operating activities: Common stock issued for services 75,132 – Changes in assets and liabilities: Prepaid 1,500 ( 2,490 ) Accounts payable 3,181 – Net cash used in operating activities ( 39,500 ) ( 33,867 ) Cash flows from investing activities: – – Cash flows from financing activities: Cash advances – related parties 39,600 33,867 Net cash provided by financing activities 39,600 33,867 Net change in cash 100 – Cash, beginning of period – – Cash, end of period $ 100 $ – Supplemental Non-Cash Disclosure: Cash paid for interest $ – $ – Cash paid for taxes $ – $ – Supplemental non-cash disclosure: Common stock issued for intangible asset $ 450,000 $ – Common stock issued for prepaid expenses $ 67,500 $ – Forgiveness of debt – related party $ 48,603 $ – Accompanying notes are an integral part of these unaudited condensed financial statements. 6 INVECH HOLDINGS, INC . Notes to the Unaudited Condensed Financial Statements March 31, 2026 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 was moving in a new direction, specializing in drafting regulatory documents and consulting for public companies. Services included FINRA corporate filings, drafting incorporation and corporate documents, drafting OTC Markets Disclosure Statements, and general public company compliance. The Company acted as an outside consulting firm for these services. On February 17, 2026, the Company’s majority shareholder, Small Cap Compliance, LLC entered into a Stock Purchase Agreement with Alexander M. Woods-Leo. As per the terms of the Agreement, Small Cap Compliance, LLC sold its control block of stock (300,000 shares of Convertible Series A Preferred Stock and 90,000,000 shares of restricted Common Stock) for the purchase price of $350,000. That same day the Company accepted the resignation of Rhonda Keaveney as the sole officer of the Company and as the sole member of the Company’s Board of Directors and appointed Alexander M. Woods-Leo as the sole officer and director of the Company, resulting in a change of control of the company. The Company is now a holding company specializing in SaaS software development, corporate filings, and building businesses around developed platforms. The Company is addressing significant inefficiencies within the current rental market through its acquired SaaS platform, www.paragonrentals.ai, which was acquired on March 3, 2026 for a $ 450,000 convertible promissory note. www.paragonrentals.ai is a Real Estate Rental property management Marketplace Platform that is a type of SaaS platform. The platform use case is intended for the B2B and B2C markets. NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The Company’s unaudited financial statements have been prepared by the Company without audit and in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments, consisting of normal recurring adjustments, which in management’s opinion are necessary to fairly present the financial position, results of operations and cash flows of the Company as of and for the three month period ending March 31, 2026. The results for the three months ended March 31, 2026, are not necessarily indicative of the results of operations for the full year. These financial statements and related footnotes should be read in conjunction with the financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission. 7 Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Concentration of credit risk Financial instruments which potentially subject the Company to concentration of credit risk consist of cash deposits and customer receivables. The Company maintains cash with various major financial institutions. The Company performs periodic evaluations of the relative credit standing of these institutions. To reduce risk, the Company performs credit evaluations of its customers and maintains reserves when necessary for potential credit losses. Cash and cash equivalents We consider all highly liquid securities with original maturities of three months or less when acquired to be cash equivalents. There were no cash equivalents as of March 31, 2026 and December 31, 2025. Intangible Assets The Company accounts for its intangible assets in accordance with FASB ASC Subtopic 350-30, General Intangibles Other Than Goodwill . ASC Subtopic 350-30, which requires assets to be measured based on the fair value of the consideration given or the fair value of the assets (or net assets) acquired, whichever is more clearly evident and, thus, more reliably measurable. Under ASC Subtopic 350-30 any intangible asset with a useful life is required to be amortized over that life and the useful life is to be evaluated every reporting period to determine whether events or circumstances warrant a revision to the remaining period of amortization. If the estimate of useful life is changed the remaining carrying amount of the intangible asset is amortized prospectively over the revised remaining useful life. Costs to renew or extend the term of an intangible assets are recognized as an expense when incurred. Impairment of Long-Lived Assets In accordance with ASC 360-10, Impairment Testing of Long-Lived Assets Held and Used, the Company periodically reviews the carrying value of its long-lived assets held and used at least annually or when events and circumstances warrant such a review. If significant events or changes in circumstances indicate that the carrying value of an asset or asset group may not be recoverable, the Company performs a test of recoverability by comparing the carrying value of the asset or asset group to its undiscounted expected future cash flows. Cash flow projections are sometimes based on a group of assets, rather than a single asset. If cash flows cannot be separately and independently identified for a single asset, the Company determines whether impairment has occurred for the group of assets for which it can identify the projected cash flows. If the carrying values are in excess of undiscounted expected future cash flows, it measures any impairment by comparing the fair value of the asset group to its carrying value. If the fair value of an asset or asset group is determined to be less than the carrying amount of the asset or asset group, impairment in the amount of the difference is recorded. 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. 8 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, prepaids, accounts payables and accrued expenses and noted payable, 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 March 31, 2026 and December 31, 2025. 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 March 31, 2026 and 2025, 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 March 31, 2026. 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. 9 NOTE 3 – GOING CONCERN The accompanying unaudited financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has no revenue and has an accumulated deficit as of March 31, 2026. 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 – INTANGIBLE ASSETS On March 3, 2026, the Company entered into an Asset Purchase Agreement (the “Agreement”). As per the terms of the Agreement, the Seller sold a domain www.paragonrentals.ai and logo, code base, front end, backend, and admin panel (the “Property”) for a total purchase price of $ 450,000 . NOTE 5 – NOTES PAYABLE On February 12, 2026, the Company issued a Convertible Promissory Note to SCC for $ 20,000 . The Note is non-interest bearing, matures in twelve months and is convertible into shares of common stock at $ 0.01 per share. On March 3, 2026, the Company issued a Convertible Promissory Note to Andrew Chase Cochran for $ 450,000 for the purchase of the intangible assets (Note 4). The Note is non-interest bearing, matures on June 3, 2026 and is convertible into shares of common stock at $ 0.045 per share. NOTE 6 – RELATED PARTY TRANSACTIONS On February 12, 2026, SCC entered into a Cancellation of Debt Agreement with the Company. As per the terms of the Cancellation of Debt Agreement SCC forgave debt owed by Invech Holdings, Inc., for payment of company administration fees. As of February 12, 2026, the Company owed SCC $ 68,603 for payments paid on behalf of the Company for services provided by its vendors. SCC forgave $ 48,603 of the amount due, which has been credited to additional paid in capital. SCC retained $ 20,000 of said debt and entered into a Convertible Promissory Note (Note 5). On March 27, 2026, the Company entered into and employment agreement with Alexander M. Woods-Leo to act as its Chief Executive Officer (the “Employment Agreement”). Under the terms of the Employment Agreement, Mr. Leo shall receive a salary of $ 120,000 per year, plus a five percent (5%) commission on gross sales up to $150,000. The term of the Employment Agreement is “at-will” and may be terminated by either party at any time. NOTE 7 – PREFERRED STOCK On March 30, 2026, the Board of Directors and the sole shareholder of the Series A Preferred Stock of the Company authorized and approved an amended and restated Certificate of Designation of the Series A Preferred Stock of the Company. The Company has authorized 5,000,000 shares of Preferred Stock, par value $ 0.001 . 1,000,000 of those shares are designated as Series A Convertible Preferred Stock (“Series A”). The holders of the Series A Preferred Stock shall, as a class, have rights in all matters requiring shareholder approval to a number of votes equal to eighty percent (80%) of: (i) The total number of shares of common stock which are issued and outstanding at the time of any election or vote by the shareholders; plus (ii) The number of votes allocated to shares of Preferred Stock issued and outstanding of any other class that shall have voting rights. As of March 31, 2026 and December 31, 2025, there are 300,000 shares of the Series A Preferred Stock issued and outstanding. 10 NOTE 8 – COMMON STOCK On February 12, 2026, the Company granted 1,200,000 shares of common stock for legal services. The shares were valued at $0.075, the closing price on the date of grant for total non-cash expense of $ 90,000 . The expense is being recognized over the one year term of the agreement. $ 22,500 was expensed during the three months ended March 31, 2026, with the remaining $ 67,500 as a prepaid. As of March 31, 2026, the share have not yet been issued by the transfer agent and are disclosed as common stock to be issued. On March 2, 2026, the Company granted 438,597 shares of common stock for services. The shares were valued at $0.12, the closing price on the date of grant for total non-cash expense of $ 52,632 . NOTE 9 – 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 the following material subsequent events to disclose in these unaudited financial statements. On April 18, 2026, the Company entered into an Asset Purchase Agreement (the “APA”) with Arpita Day (“Day”). Under the terms of the APA, Day has agreed to sell and the Company has agreed to purchase the website and total code of the sports betting platform www.sportypick.com owned by Day in exchange for 5,000,000 restricted shares of common stock of the Company. Subsequent to March 31, 2026, the Company sold 741,036 shares of common stock for $34,202, pursuant to the terms of its Form S-1, filed with the SEC on April 2, 2026. The Company received net cash of $28,652, after deductions for legal expense and fees. Pursuant to the terms of the Convertible Note dated March 3, 2026, with Mr. Cochran, the Note was not repaid by the May 3, 2026 maturity date and is currently in default. Mr. Cochran has indicated his intention to convert the outstanding balance of the Note into shares of the Company’s common stock during the second quarter of 2026. 11