Invech Holdings, Inc. 10-Q

Item 1. Financial Statements INVECH HOLDINGS, INC. CONDENSED BALANCE SHEETS June 30, December 31, ASSETS 2026 2025 (Unaudited) (Unaudited) Current assets Cash $ 46 $ 0 Prepaid expense 63,650 1,500 Total current assets 63,696 1,500 Other Assets 218,584 0 Total Assets $ 282,280 $ 1,500 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Accounts payable $ 29,099 $ 0 Due to related parties 20,454 58,258 Accruals 5,391 5,391 Notes payable 0 0 Total current liabilities 54,944 63,649 Total Liabilities 54,944 63,649 Stockholders' Equity Preferred stock, $ 0.001 par value, 5,000,000 shares authorized, 300,000 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively 300 300 Common stock, $ 0.001 par value; 500,000,000 shares authorized, 115,893,597 and 100,521,335 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively 115,894 100,521 Additional paid-in capital 678,964 202,113 Accumulated deficit ( 567,822 ) ( 365,083 ) Total stockholders' Equity 227,336 ( 62,149 ) Total Liabilities and Stockholders' Equity $ 282,280 $ 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 For the Six Months Ended June 30, June 30, 2026 2025 2026 2025 (Unaudited) (Unaudited) (Unaudited) (Unaudited) Sales Revenues $ 0 $ 0 $ 0 $ 0 Cost of Goods Sold 0 0 0 0 Gross Profit 0 0 0 0 Operating Expenses 71,146 7,503 190,459 38,880 Net Operating Income ( 71,146 ) ( 7,503 ) ( 190,459 ) ( 38,880 ) Other Income (Expense) Amortization expense ( 11,416 ) 0 ( 11,416 ) 0 Interest expense ( 864 ) 0 ( 864 ) 0 Total Other Income (Expense) ( 12,280 ) 0 ( 12,280 ) 0 NET INCOME $ ( 83,426 ) $ ( 7,503 ) $ ( 202,739 ) $ ( 38,880 ) Loss per share - basic and diluted $ ( 0.0007 ) $ ( 0.0007 ) $ ( 0.0019 ) $ ( 0.0037 ) Weighted average shares - basic and diluted 111,310,539 10,521,335 106,789,495 $ 10,521,335 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 AND SIX MONTHS ENDED JUNE 31, 2026 AND 2025 Additional Total Preferred Stock Common Stock Paid in Accumulated Stock Stockholder's Shares Par Value Shares Par Value Capital Deficit Payable Equity Balance -December 31, 2025 300,000 300 100,521,335 $ 100,521 $ 202,113 $ ( 365,083 ) $ 0 $ ( 62,149 ) Shares to be issued – – – – – 90,000 90,000 Forgiveness of debt - related party – – – – 48,603 – – 48,603 Stock issued for services – – 438,597 439 52,193 – – 52,632 Net Profit (Loss) – – – – – ( 119,313 ) – ( 119,313 ) Balance -March 31, 2026 300,000 300 100,959,932 $ 100,960 $ 302,909 $ ( 484,396 ) $ 90,000 $ 9,773 Stock payable issue – – – – – – ( 90,000 ) ( 90,000 ) Stock issued for cash – – 1,733,665 1,734 46,705 – – 48,439 Stock issued for debt – – 2,000,000 2,000 18,000 – – 20,000 Stock issued for services – – 1,200,000 1,200 91,350 – – 92,550 Stock issued for purchases – – 10,000,000 10,000 220,000 – – 230,000 Net Profit (Loss) – – – – – ( 83,426 ) – ( 83,426 ) Balance -June 30, 2026 300,000 300 115,893,597 $ 115,894 $ 678,964 $ ( 567,822 ) $ 0 $ 227,336 Balance -December 31, 2024 300,000 300 100,521,335 $ 100,521 $ 197,670 $ ( 307,065 ) $ 0 $ ( 8,574 ) Net Profit (Loss) – – – – – ( 31,377 ) – ( 31,377 ) Balance -March 31, 2025 300,000 300 100,521,335 $ 100,521 $ 197,670 $ ( 338,442 ) $ 0 $ ( 39,951 ) Net Profit (Loss) – – – – – ( 7,503 ) – ( 7,503 ) Balance -June 30, 2025 300,000 300 100,521,335 $ 100,521 $ 197,670 $ ( 345,945 ) $ 0 $ ( 47,454 ) 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 For the Six Months Ended June 30, June 30, 2026 2025 2026 2025 (Unaudited) (Unaudited) (Unaudited) (Unaudited) Cash flows from operations Net (loss) $ ( 83,426 ) $ ( 7,503 ) $ ( 202,739 ) $ ( 38,880 ) Common Stock issued for services 2,550 0 213,785 0 Amortization expense 11,416 0 11,416 0 Changes in current assets and liabilities Prepaid expenses 3,850 0 ( 62,150 ) ( 240 ) Accounts payables 25,918 0 29,099 0 Net cash provided (used) by Operating activities ( 39,692 ) ( 7,503 ) ( 10,589 ) ( 39,120 ) Cash flows from investing activities Invested in creation of LT Assets 0 0 0 0 Net cash provided (used) by Investing activities 0 0 0 0 Cash flows from financing activities Stock sold for cash 48,439 0 48,439 0 Related party transactions ( 8,801 ) 7,503 ( 37,804 ) 39,120 Net cash provided (used) by Financing activities 39,638 7,503 10,635 39,120 Net Increase (Decrease) in cash ( 54 ) 0 46 0 Cash, Beginning of Period 100 0 0 0 Cash, End of Period $ 46 $ 0 $ 46 $ 0 Accompanying notes are an integral part of these unaudited condensed financial statements. 6 INVECH HOLDINGS, INC. Notes to the Unaudited Condensed Financial Statements June 30, 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 $225,000 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 and six month period ending June 30, 2026. The results for the three and six months ended June 30, 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 limited cash equivalents as of June 30, 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 June 30, 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 June 30, 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 June 30, 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 June 30, 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 $ 225,000 (adjusted from $450,000 effective June 1, 2026). Amortization for the period ended June 30, 2026, was $ 11,250 . On April 21, 2026, the Company entered into an Asset Purchase Agreement (the “Agreement”). As per the terms of the Agreement, the Seller sold a Sports Betting platform for 5,000,000 shares of common stock of the company. Amortization for the period ended June 30, 2026, was $ 166 . 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. 2,000,000 shares of common stock were issued to the SCC on June 23, 2026. 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. On June 1, 2026, the value of the intangible assets and the note payable were reduced to $225,000, and immediately 5,000,000 shares of common stock were issued as full and complete payment. 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. 10 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 June 30, 2026 and December 31, 2025, there are 300,000 shares of the Series A Preferred Stock issued and outstanding. 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. $ 26,350 was expensed during the three and six months ended June 30, 2026, with the remaining $ 63,650 shown as a prepaid. 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 . On March 3, 2026, the Company issued 5,000,000 shares of common stock for the purchase of Paragon Rentals, extinguishing the debt for that purchase. On April 21, 2026, the Company issued 5,000,000 shares of common stock for the purchase of the Sports Betting platform. Also, on April 21, 2026, the Company issued 221,705 shares of common stock for cash. On May 7, 2026, the Company issued 519,331 shares of common stock for cash. On May 26, 2026, the Company issued 992,629 shares of common stock for cash. On June 23, 2026, the Company issued 2,000,000 shares of common stock to eliminate a debt carried from the former owner. 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. Effective August 3, 2026, there was a Change of Control when the majority holding of Preferred Stock (100%) and 88,000,000 shares Common Stock were transferred to an new controlling interest. 11