Item 2. Management’s Discussion and Analysis
Item 2. Management’s Discussion and Analysis
of Financial Condition and Results of Operations
The following management’s
discussion and analysis (“MD&A”) should be read in conjunction with financial statements of Invech Holdings, Inc. for
the three months ended March 31, 2026, and 2025, and the notes thereto.
Safe Harbor for Forward-Looking
Statements
Certain
statements contained in Management's Discussion and Analysis of Financial Condition and Results of Operations, including statements regarding
the development of the Company's business, the markets for the Company's products, anticipated capital expenditures, and the effects of
completed and proposed acquisitions, and other statements contained herein regarding matters that are not historical facts, are forward-looking
statements as is within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
Because such statements include risks and uncertainties, actual results could differ materially from those expressed or implied by such
forward-looking statements as set forth in this report, the Company's Annual Report on Form 10-K and other reports that the Company
files with the Securities and Exchange Commission. Certain risks and uncertainties are wholly or partially outside the control of the
Company and its management, including its ability to attract new clients; the continued success in servicing current clients; the effects
of competition in new and existing markets; fluctuation in development and operating costs; brand awareness; availability and terms of
capital; adverse publicity; acceptance of new product offerings; and changes in government regulation. Accordingly, readers are cautioned
not to place undue reliance on these forward-looking statements, which reflect management's analysis only as of the date hereof. The Company
undertakes no obligation to publicly release the results of any revision to these forward-looking statements which may be made to reflect
events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
Overview
Invech Holdings, Inc. (OTC “IVHI”)
was incorporated under the laws of the State of Nevada on December 17, 1998.
On October 17, 2017, the Eighth Judicial District
Court, Clark County, Nevada granted the Application for Appointment of Custodian as a result of the absence of a functioning board of
directors and the revocation of the Company’s charter. The order appointed Small Cap Compliance, LLC (the “Custodian”)
custodian with the right to appoint officers and directors, negotiate and compromise debt, execute contracts, issue stock, and authorize
new classes of stock.
The Eighth Judicial District Court, Clark County,
Nevada awarded custodianship to the Custodian based on the absence of a functioning board of directors, revocation of the company’s
charter, and abandonment of the business. At this time, the Custodian appointed Rhonda Keaveney as sole officer and director. Small Cap
Compliance, LLC is controlled by Rhonda Keaveney, its sole member.
SCC was compensated for its role as custodian
in the amount of 120,000 shares of Convertible Preferred A Series Stock (“Preferred A Stock”). In January 2018, the Custodian
sold these shares to Queen Investment (HK) Ltd. for the purchase price of $35,000. The Custodian did not receive any additional compensation,
in the form of cash or stock, for custodian services. The custodianship was terminated on April 18, 2018.
On May 24, 2020, Queen Investment (HK) Ltd. cancelled
10,000 shares and sold 110,000 shares of Preferred A Stock and 9,006,335 shares of restricted Common Stock to ETAO Logistic Inc. for the
purchase price of $50,000. Robert Chin, sole officer and director resigned his positions and appointed Zhilian Wu and Dong Chen as officers
and directors.
On January 21, 2023, the Company issued 300,000
shares of Convertible Series A Preferred Stock to Small Cap Compliance, LLC for the purchase price of $45,000. These shares represent
the majority control. At that time the Company implemented a new business plan and IVHI is now in the business of regulatory compliance
and consulting for public companies. Mr. Wu and Mr. Chen resigned all positions with the Company and appointed Rhonda Keaveney as CEO,
Director, Secretary, and Treasurer.
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ETAO Logistic Inc. cancelled all 110,000 shares
of its Preferred A Stock on March 3, 2023 making Small Cap Compliance, LLC the sole holder of the Preferred A Stock.
In September 2023, the Company issued 1,000,000
to Small Cap Compliance, LLC for debt paid on behalf of the Company.
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.
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.
Our Present Business
Invech Holdings, Inc. 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.
Our corporate headquarters is located at 1603
Capitol Ave, Suite 413 PMB 1777, Cheyenne, WY 82001. Our telephone number is (302) 553-5205.
www.paragonrentals.ai is 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.
Whereas the platform allows the seller
to:
- Create a property profile
- list properties
- converse with renters
- view data and export data from properties performance
- view and export property accounting/income
- manage the booking calendar Block off dates
- subscribe for a 0% commission to platform
- Set and manage fees for the listed properties
- request payment
- accept crypto payments
- accept fiat payments
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Renters can:
- Create a property profile
- low industry fee of $5 + card processing
fees + tax if any
- view properties
- contact sellers
- view renting history data
- request customer support
- pay by PayPal
- pay by credit processor
- pay by crypto processor
Results of Operations
Results of Operations
for the Three Months Ended March 31, 2026, and 2025
Operating Expenses
General and administrative
expenses for the three months ended March 31, 2026, were $66,773 compared to $28,813 for the three months ended March 31, 2025, an increase
of $37,960 or 131.7%. In the current period the Company issued shares of common stock for total non-cash expense of $52,632. This increase
in expense was offset by a decrease in public company related fees of $20,210.
Professional fees for
the three months ended March 31, 2026, were $52,540 compared to $2,564 for the three months ended March 31, 2025, an increase of $49,976.
The increase in the current period is due to an increase in legal fees, including non-cash expense for the granting of common stock of
$22,500.
Net Loss
For the three months
ended March 31, 2026, the Company had a net loss of $119,313 compared to the three months ended March 31, 2025, of a net loss of $31,377.
The increase of net loss is due to the reasons discussed above.
The net loss resulted
from increase in operating expenses.
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Liquidity and Capital
Resources
As of March
31 , 2026, we had $100 in cash and a working capital deficit of $440,227.
Operating Activities
For three months
ended March 31, 2026, we used net cash of $39,500 in operating activities as compared to $33,867 for the three months ended March
31, 2025.
Investing Activities
No investing activities
occurred during the three months ended March 31, 2026, and 2025.
Financing Activities
During the three months
ended March 31, 2026, the Company received advances of $39,600 from a related party for working capital purposes compared to $33,867 received
in the prior period.
Off-Balance Sheet
Arrangements
There are no off-balance
sheet arrangements with any party.
Critical Accounting
Policies
The preparation of our
financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, and
expenses. The following accounting policies are considered critical because they involve significant judgment, estimates, or assumptions
that could materially affect our financial statements. The accounting for intangible assets and the potential impairment of those assets
and stock based compensation. Refer to Note 2 for a more detailed discussion.
Item 3. Quantitative and Qualitative Disclosures
about Market Risk
As a “smaller reporting company,”
as defined by Rule 12b-2 of the Exchange Act, we are not required to provide the information in this Item.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.