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Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒ QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2026
or
☐ TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____to_____
Commission File Number: 000-25553
INVECH HOLDINGS,
INC.
(Exact name of registrant as specified in its
charter)
| Nevada |
|
41-4348617 |
|
(State of other jurisdiction of
incorporation or organization) |
|
(IRS Employer
Identification No.) |
1603 Capitol Ave.
Suite 413 PMB 1777
Cheyenne, WY 82001
(Address of Principal
Executive Offices) (Zip Code)
(302) 553-5205
(Registrant’s
telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None.
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
| Common Stock |
IVHI |
OTC Pink Market |
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes ☒ No
☐
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No
☐
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer |
☐ |
|
Accelerated filer |
☐ |
| Non-accelerated filer |
☒ |
|
Smaller reporting company |
☒ |
| Emerging growth company |
☐ |
|
|
|
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of August 12, 2026, there were 106,700,968 shares
outstanding of the registrant’s Common Stock.
INVECH HOLDINGS, INC.
TABLE OF CONTENTS
| |
|
Page No. |
| |
PART I. FINANCIAL INFORMATION |
|
| |
|
|
| ITEM 1. |
Unaudited Financial Statements |
3 |
| |
|
|
| |
Condensed Balance Sheets as of June 30, 2026 (Unaudited) and December 31, 2025 (Audited) |
3 |
| |
Condensed Statements of Operations for the Three and Six Months ended June 30, 2026 and 2025 (Unaudited) |
4 |
| |
Condensed Statements of Stockholders’ Deficit for the Three and Six Months ended June 30, 2026 and 2025 (Unaudited) |
5 |
| |
Condensed Statements of Cash Flows for the Three and Six Months ended June 30, 2026 and 2025 (Unaudited) |
6 |
| |
Condensed Notes to Financial Statements (Unaudited) |
7 |
| |
|
|
| ITEM 2. |
Management’s Discussion And Analysis Of Financial Condition And Results Of Operations |
12 |
| |
|
|
| ITEM 3. |
Quantitative And Qualitative Disclosures About Market Risk |
15 |
| |
|
|
| ITEM 4. |
Controls And Procedures |
15 |
| |
|
|
| |
PART II. OTHER INFORMATION |
|
| |
|
|
| ITEM 1. |
Legal Proceedings |
17 |
| |
|
|
| ITEM 1A. |
Risk Factors |
17 |
| |
|
|
| ITEM 2. |
Unregistered Sales Of Equity Securities And Use Of Proceeds |
17 |
| |
|
|
| ITEM 3. |
Defaults Upon Senior Securities |
17 |
| |
|
|
| ITEM 4. |
Mine Safety Disclosures |
17 |
| |
|
|
| ITEM 5. |
Other Information |
17 |
| |
|
|
| ITEM 6. |
Exhibits |
18 |
| |
|
|
| Signatures |
19 |
PART I – FINANCIAL INFORMATION
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.
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.
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 -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.
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.
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.
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.
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.
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.
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.
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 June 30, 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.
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. The purchase price was lowered to $225,000 effective June 1, 2026.
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
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 June 30, 2026, and 2025
Operating Expenses
General and administrative
expenses for the six months ended June 30, 2026, were $190,459 compared to $38,880 for the six months ended June 30, 2025, an increase
of $ 151,57. 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.
Interest expense for
the six months ended June 30, 2026, were $ 864 compared to $ -0- for the six months ended June 30, 2025, an increase of $864. The increase
in the current period is due to interest being accrued on the amounts owed to a related party.
Amortization expense
for the three and six months ended June 30, 2026, were $11,416 and $11,416.
Net Loss
For the six months ended
June 30, 2026, the Company had a net loss of $202,739 compared to the six months ended June 30, 2025, of a net loss of $38,880. The increase
of net loss is due mostly to increased legal fees accumulated during 2026.
The net loss resulted
from increase in operating expenses.
Liquidity and Capital
Resources
As of June
30, 2026, we had $46 in cash and a working capital surplus of $46.
Operating Activities
For six months ended
June 30, 2026, we used net cash of $ 48,393 in operating activities as compared to $ 39,120 for the six months ended June 30, 2025.
Investing Activities
No investing activities
occurred during the six months ended June 30, 2026, and 2025.
Financing Activities
During the six months
ended June 30, 2026, the Company received of $48,439 from sales of common stock compared to $-0- 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.
Item 4. 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, who are one in the same, concluded that, as of the end of the period covered by this report,
our disclosure controls and procedures were not 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 errors 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 errors
or mistakes. 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 as a result 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 quarter ended June 30, 2026, that has materially
affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Management's Assessment Regarding Internal
Control Over Financial Reporting
At the end of the period
covered by this Quarterly Report on Form 10-Q, 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.
PART II – OTHER
INFORMATION
Item 1. Legal Proceedings
During the period ending June 30, 2026, we are
not a party to any material or legal proceedings, and, to our knowledge, none is contemplated or threatened.
Item 1A. Risk Factors
We are a smaller reporting company and, as a result,
are not required to provide the information under this item.
Item 2. Unregistered Sales of Equity Securities
and Use of Proceeds
Refer to Note 8 for issuances of common stock.
Item 3. Defaults Upon Senior Securities
There have been no defaults upon senior securities.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
During the
three months ended June 30, 2026, 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 6. Exhibits
| Exhibit No. |
|
Description |
| |
|
|
| 3.1 |
|
Amended and Restated Bylaws of Invech Holdings, Inc. dated March 27, 2026 (4) |
| 3.2 |
|
Amended and Restated Certificate of Designation of the Series A Preferred Stock of the Company dated March 30, 2026 (5) |
| 10.1 |
|
Stock Purchase Agreement between Small Cap Compliance, LLC and Alexander Woods-Leo, dated February 10, 2026 (1) |
| 10.2 |
|
Asset Purchase Agreement dated March 3, 2026, by and between the Company and Andrew Chase Cochran (2) |
| 10.3 |
|
Convertible Promissory Note, dated March 3, 2026, by and between the Company and Andrew Chase Cochran (2) |
| 10.4 |
|
Equity Financing Agreement between the Company and GHS Investments, LLC dated March 3, 2026 (3) |
| 10.5 |
|
Registration Rights Agreement between the Company and GHS Investments, LLC dated March 3, 2026 (3) |
| 10.6 |
|
Employment Agreement between the Company and Alexander M. Woods-Leo dated March 27, 2026 (4) |
| 10.7 |
|
Finder Agreement between the Company and Craft Capital Management LLC effective March 27, 2026 (5) |
| 10.8 |
|
Asset Purchase Agreement between the Company and Arpita Day dated April 18, 2026 (6) |
| 31.1 |
|
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* |
| 31.2 |
|
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* |
| 32.1 |
|
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350* |
| 101.INS |
|
Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) |
| 101.SCH |
|
Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL |
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF |
|
Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB |
|
Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE |
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
______________________
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 consolidated financial statements and footnotes thereto included in the Company’s
Annual Report on Form 10K for the year ended December 31, 2025, filed with the Securities and Exchange Commission.
The accompanying condensed financial statements
have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments)
necessary to present fairly the financial position, results of operations, and cash flows at June 30, 2026 and for the related periods
presented.
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: August 12, 2026 |
Invech Holdings, Inc. |
| |
|
|
| |
By: |
/s/ Alexander M. Woods-Leo |
| |
Name |
Alexander M. Woods-Leo |
| |
Title |
Chief Executive Officer (through August 3, 2026) |
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: August 12, 2026 |
Invech Holdings, Inc. |
| |
|
|
| |
By: |
/s/ Stephen Adair |
| |
Name |
Stephen Adair |
| |
Title |
Chief Executive Officer (from August 3, 2026) |