Table of Contents
Registration
No. 333-276779
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM S-1/A
Amendment 8
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
INVECH HOLDINGS, INC.
(Exact name of registrant as specified in its
charter)
| Nevada |
|
2834 |
|
98-0419476 |
(State
of jurisdiction of
incorporation or organization) |
|
(Primary Standard Industrial Classification Number) |
|
(IRS Employer
Identification No.) |
7339 E. Williams Drive
Unit 26496
Scottsdale, AZ 85255
(Address of Principal Executive Offices)
(Zip Code)
602.793.8058
(Registrant’s telephone number, including
area code)
Pacific Stock Transfer Co.
6725 Via Austi Parkway
Suite 300
Las Vegas, NV 89119
702.361.3033
(Address, including zip code, and telephone number,
including area code, of agent for service)
Correspondence:
Rhonda Keaveney J.D.
7339 E. Williams Drive
Unit 26496
Scottsdale, AZ 85255
602.793.8058
Rhonda@scctransferllc.com
Approximate date of proposed sale to the public: From time to time
after the effective date of this registration statement, as shall be determined by the selling stockholder identified herein.
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: ☒
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number
of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. ☐
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
and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of
Regulation S-T (Sec.232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required
to submit and post such files).
☐ Yes ☒ No
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See 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. ☐
The information in this prospectus is not complete and may be changed.
The selling stockholders shall not sell these securities until the registration statement filed with the Securities and Exchange Commission
is effective.
This prospectus is not an offer to sell these securities and it
is not soliciting an offer to buy these securities in any state or other jurisdiction where the offer or sale is not permitted.
Pursuant to Rule 473(c) of the Securities
Act of 1933, as amended (the “Act”), the following delaying amendment, prescribed by Rule 473(a) of the Act, is hereby incorporated
onto the cover page of this Registration Statement.
“The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective
date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter
become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall
become effective on such date as the SEC, acting pursuant to said Section 8(a) may determine.”
PROSPECTUS
Subject to Completion, Date August 6, 2024
Invech Holdings, Inc.
3,277,416
Resale Shares of Common Stock
This prospectus relates to the offering and resale by the following
shareholders, as the selling stockholders of up to 3,277,416 shares of common stock.
We will not receive any proceeds from the sale of shares of common
stock by the selling stockholder.
The selling stockholder may sell all or a portion of the shares of
common stock beneficially owned by it directly or through one or more underwriters, broker-dealers or agents. Please see the section
entitled “Plan of Distribution” of this prospectus for more information. See the section
entitled “Selling Stockholder” of this prospectus. We will bear all fees and expenses incident
to our obligation to register the shares of common stock.
Our Company is currently listed as Pink Current Information on the
OTC Markets platform, stock symbol IVHI. We have a limited stock quotation on OTC Markets. The market for our stock is uncertain at this
time. Our securities could be particularly illiquid due to being listed on this market.
The selling stockholders will sell at a fixed price until our shares
are listed or quoted on an existing public trading market, such as the OTCQB, OTCQX or OTCBB, and thereafter at prevailing market prices
or privately negotiated prices. The fixed selling price is $.001.
We may amend or supplement this prospectus from time to time by filing
amendments or supplements as required. You should read the entire prospectus and any amendments or supplements carefully before you make
your investment decision.
We and our business are subject to material risks, which could
cause actual results, performance and achievements to differ materially from those anticipated, and the risk factors set forth in the
section entitled “Risk Factors” beginning on page 6 of this
prospectus.
Investing in our securities involves risks. You should carefully
read the “Risk Factors” of this prospectus before investing.
We may amend or supplement this prospectus from time to time by
filing amendments or supplements as required. You should read the entire prospectus and any amendments or supplements carefully before
you make your investment decision.
Neither the Securities and Exchange Commission nor any other regulatory
commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation
to the contrary is a criminal offense.
The date of this prospectus is August 6,
2024
INVECH HOLDINGS, INC.
INDEX TO FORM S-1
ABOUT THIS PROSPECTUS
You should rely only on the information contained in this prospectus
or contained in any prospectus supplement or free writing prospectus filed with the Securities and Exchange Commission (the “SEC”).
Neither we nor the selling stockholders have authorized anyone to provide you with additional information or information different from
that contained in this prospectus filed with the SEC. The selling stockholders are offering to sell, and seeking offers to buy, shares
of our common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate
only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of shares of our common
stock. Our business, financial condition, results of operations and prospects may have changed since that date.
For investors outside the United States: Neither we nor the selling
stockholders have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction
where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession
of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of common stock
and the distribution of this prospectus outside the United States.
As used in this prospectus, unless otherwise designated, the terms
“we,” “us,” “our,” the “Company,” “IVHI”
and “our Company” refer to Invech Holdings, Inc., a Nevada corporation.
CAUTION REGARDING FORWARD-LOOKING
STATEMENTS
This registration statement and the documents that are incorporated
herein by reference contain certain forward-looking statements within the meaning of United States securities laws, as amended. Forward-looking
statements include all statements that do not relate solely to historical or current facts and may be identified by the use of words
including, but not limited to the following; “may,” “believe,” “will,” “expect,” “project,”
“estimate,” “anticipate,” “plan,” “continue,” or the negative thereof or other variations
thereon or comparable terminology, or by discussions of strategy. These forward-looking statements are based on the Company’s current
plans and expectations and are subject to a number of risks, uncertainties and other factors which could significantly affect current
plans and expectations and our future financial condition and results. These factors, which could cause actual results, performance and
achievements to differ materially from those anticipated. These risks and uncertainties include the following:
| · | The
availability and adequacy of our cash flow to meet our requirements; |
| · | Economic,
competitive, demographic, business and other conditions in our local and regional markets; |
| · | Changes
or developments in laws, regulations or taxes in our industry; |
| · | Actions
taken or omitted to be taken by third parties including our competitors, as well as legislative,
regulatory, judicial and other governmental authorities; |
| · | Competition
in our industry; |
| · | The
loss of or failure to obtain any license or permit necessary or desirable in the operation
of our business; |
| · | Changes
in our business strategy, capital improvements or development plans; |
| · | The
availability of additional capital to support capital improvements and development; and |
| · | Other
risks identified in this report and in our other filings with the Securities and Exchange
Commission or the SEC. |
You should read this prospectus completely and with the understanding
that actual future results may materially differ from expectations set forth in forward looking statements. Readers are cautioned not
to place undue reliance on forward-looking statements, which speak only as of the date hereof, when evaluating the information presented
in this registration statement or our other disclosures because current plans, anticipated actions, and future financial conditions and
results may differ from those expressed in any forward-looking statements made by or on behalf of the Company.
We have not undertaken any obligation to publicly update or revise
any forward-looking statements. All of our forward-looking statements speak only as of the date of the document in which they are made
or, if a date is specified, as of such date. Subject to mandatory requirements of applicable law, we disclaim any obligation or undertaking
to provide any updates or revisions to any forward-looking statement to reflect any change in expectations or any changes in events,
conditions, circumstances or information on which the forward-looking statement is based. All subsequent written and oral forward-looking
statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the risk factors set forth
in the section entitled “Risk Factors” in this prospectus.
| ITEM 3. | SUMMARY INFORMATION, RISK FACTORS AND RATIO OF EARNINGS
TO FIXED CHARGES |
We and our business are subject to material risks, which could cause
actual results, performance and achievements to differ materially from those anticipated, and the risk factors set forth in the section
entitled “Risk Factors” beginning on page 6 of this prospectus. These risks can be summarized
as follows:
Business Related Risks
| · | We
have incurred operating losses in some of our historical periods and we could incur additional
losses until we successfully integrate acquired practices, improve collections for procedures
and reduce operating expenses. |
| · | Our
capital resources may not be sufficient to meet our capital requirements, and in the absence
of additional resources we may have to curtail or cease business operations. |
| · | We
may encounter substantial competition in the public company compliance consulting industry
and our failure to compete effectively may adversely affect our ability to generate revenue. |
| · | We
may face a number of risks associated with our business services, including the possibility
that we may incur substantial debt or convertible debt, which could adversely affect our
financial condition. |
| · | Our
development will depend on the efforts of key management, key personnel and our relationships
with operators and other partnerships. |
| · | Our
officers, directors and principal stockholders own a large percentage of our stock and other
stockholders have little or no ability to elect directors or influence corporate matters. |
Risk Related to our Stock
| · | Our
stock trades on an unsolicited basis only, so you may be unable to sell your shares at or
near the quoted bid prices if you need to sell a significant number of your shares. |
| · | Our
common stock is defined as “penny stock” under the Exchange Act, and the rules
promulgated thereunder. |
| · | We
may issue more shares in an acquisition or merger, which will result in substantial dilution. |
The foregoing is a summary of significant risk factors that we think
could cause our actual results to differ materially from expected results. However, there could be additional risk factors besides those
listed herein that also could affect us in an adverse manner. You should read the risk factors set forth in the section entitled “Risk
Factors” of this prospectus.
PROSPECTUS SUMMARY
This summary highlights
certain information appearing elsewhere in this prospectus. For a more complete understanding of this offering, you should read the entire
prospectus carefully, including the risk factors and the financial statements. References in this prospectus to “we,” “us,”
“our,” the “Company” and “IVHI” refer to Invech Holdings, Inc. You should read both this
prospectus together with additional information described below under the heading “Where You Can Find More Information.”
Business of Issuer
IVHI is company in the public company compliance industry. We specialize
in drafting regulatory documents and consulting for public companies. Our services include FINRA corporate filings, drafting incorporation
and corporate documents, drafting OTC Markets Disclosure Statements, and general public company compliance. IVHI acts as an outside consulting
firm for these services.
The Company is moving in a new direction, statements made in regard
to our business are forward looking statements and we have a limited history of performance. Management has extensive experience in the
public company compliance business and is actively looking for suitable personnel to incorporate into the management team.
Plan of Operation
As of this time, and for the remainder of this fiscal year ending
12/31, the Company plans to focus the public company compliance industry. We will continue to market our brand by contacting microcap
public companies, email campaigns showcasing our services, and referrals from current clients.
If an opportunity presents itself, we will partner with investors
in the purchase of a compliance consulting firm to expand our revenue stream and further establish a brand in the public company compliance
industry.
Opportunities may come to the Company’s attention from various
sources, including our management, our stockholders, professional advisors, securities broker dealers, venture capitalists and private
equity funds, members of the financial community and others who may present unsolicited proposals. At this time, the Company has no plans,
understandings, agreements, or commitments with any individual or entity to act as a finder in regard to any business opportunities.
While it is not currently anticipated that the Company will engage unaffiliated professional firms specializing in business acquisitions,
reorganizations or other such transactions, such firms may be retained if such arrangements are deemed to be in the best interest of
the Company. Compensation to a finder or business acquisition firm may take various forms, including one-time cash payments, payments
involving issuance of securities (including those of the Company), or any combination of these or other compensation arrangements. Consequently,
the Company is currently unable to predict the cost of utilizing such services.
The Company is in the microcap public company compliance business
and may have opportunities to expand. Opportunities will be reviewed to align with the respective needs and desires of the Company. We
will consider expanding our business model if it meets the legal structure and method deemed by management to be suitable. In implementing
a structure for a particular transaction, the Company may become a party to a merger, consolidation, reorganization, tender offer, joint
venture, license, purchase and sale of assets, or purchase and sale of stock, or other arrangement the exact nature of which cannot now
be predicted. Additionally, the Company may act directly or indirectly through an interest in a partnership, corporation, or other form
of organization. Implementing such structure may require the merger, consolidation, or reorganization of the Company with other business
organizations and there is no assurance that the Company would be the surviving entity. In addition, our present management and stockholders
may not have control of a majority of the voting shares of the Company following reorganization or other financial transaction. As part
of such a transaction, some or all of the Company’s existing directors may resign and new directors may be appointed. The Company’s
operations following the consummation of a transaction will be dependent on the nature of the transaction. There may also be various
risks inherent in the transaction, the nature and magnitude of which cannot be predicted.
The Company expects to continue to incur moderate losses each quarter
until a transaction considered appropriate by management is effectuate.
We have not generated any revenue as of this filing and have no consulting
clients.
Burn Rate
To implement our plan of operations we require a minimum of $25,000
to maintain websites, email campaigns, marketing materials, and general administration expenses. Our monthly burn rate is approximately
$2,083. As of this filing, the Company has run out of funds to maintain our monthly burn rate expenses. Our majority shareholder,
Small Cap Compliance, LLC, will continue to fund all expenses until such time the Company can contribute to these costs. The funds will
be booked as a noninterest bearing third party loan.
Government Regulation
Upon effectiveness of this Form S-1, we will be subject to the Exchange
Act and the Sarbanes-Oxley Act of 2002. Under the Exchange Act, we will be required to file with the SEC annual reports on Form 10-K,
quarterly reports on Form 10-Q and current reports on Form 8-K. The Sarbanes-Oxley Act creates a strong and independent accounting oversight
board to oversee the conduct of auditors of public companies and to strengthen auditor independence. It also (1) requires steps be taken
to enhance the direct responsibility of senior members of management for financial reporting and for the quality of financial disclosures
made by public companies; (2) establishes clear statutory rules to limit, and to expose to public view, possible conflicts of interest
affecting securities analysts; (3) creates guidelines for audit committee members’ appointment, and compensation and oversight
of the work of public companies’ auditors; (4) prohibits certain insider trading during pension fund blackout periods; and (5)
establishes a federal crime of securities fraud, among other provisions.
Going Concern
The Company has not attained profitable operations and is dependent
upon obtaining financing to pursue any extensive acquisitions and activities.
During the three months ended
March 31, 2024, the Company incurred a net loss of $29,617 and used cash of $29,617 for operating activities. As of March 31, 2024, the
Company had a working capital deficit of $63,092 and an accumulated deficit of $276,207.
During the year ended December
31, 2023, the Company incurred a net loss of $64,641 and used cash of $63,641 for operating activities. As of December 31, 2023, the Company
had a working capital deficit of $33,641 and an accumulated deficit of $246,590.
These factors raise substantial doubt regarding the Company’s
ability to continue as a going concern. The audited financial statements included in this Form S-1 does not include any adjustments
to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the
Company be unable to continue as a going concern.
Corporation Information
Our principal executive offices are located at PO Box 26496, Scottsdale,
Arizona 85255, and our telephone number is (602) 793-8058. Our website address is www.invechconsulting.com, although the information
on our website is not deemed to be part of this prospectus.
Our directors and executive officers are among our largest stockholders,
they can exert significant control over our business and affairs and have actual or potential interests that may depart from those of
investors.
Our sole executive officer and director owns a significant percentage
of shares of our outstanding capital stock. As of the date of this prospectus, our executive officers and directors and their respective
affiliates beneficially own 100% of the outstanding voting stock for our Preferred A shares and .09% of the outstanding voting stock
for our Common shares.
As a result, our sole office and director,
and controlling shareholder, can determine the outcome of any actions taken by us that require stockholder approval. For example, she
will be able to elect all our directors, control the policies and practices of the Company and control the outcome of any proposed business
combination.
This concentration of ownership may have the effect of impeding a
merger, consolidation, takeover or other business consolidation, or discouraging a potential acquirer from making a tender offer for
our common stock, which in turn could reduce the price of the shares of our common stock price or prevent our stockholders from realizing
a premium over the price of our common stock. Investing in our stock is risky and investors could lose their entire investment.
Ownership is set forth in section entitled “Security
Ownership Of Certain Beneficial Owners And Management” starting on page 52.
Common Stock
All outstanding shares of Common Stock are of the same class and have
equal rights and attributes. The holders of Common Stock are entitled to one vote per share on all matter submitted to a vote of stockholders
of the Company. All stockholders are entitled to share equally dividends, if any, as may be declared from time to time by the Board of
Directors out of funds legally available. In the event of liquidation, the holders of Common Stock are entitled to share ratably in all
assets remaining after payment of all liabilities. The stockholders do not have cumulative or preemptive rights.
Preferred Stock
Each share of Convertible Series A Preferred Stock shall be convertible,
at the option of the holder, into 1,000 fully paid and non-assessable shares of the Company’s Common Stock. In addition, holders
of the Convertible Series A Preferred Stock shall be entitled to vote on any and all matters considered and voted upon by the Company’s
Common Stock. The holder is entitled to 1,000 Common Share votes for every 1 share of Convertible Series A Preferred Stock. Detailed
risk factors discussing the disparate voting rights of the Preferred Shares and Common Shares and the associated risks to investors are
set forth in section entitled “Risk Factors” on page 6 and “Description
Of Capital Stock” on page 25.
Related Party Transactions
During the period ended December 31, 2024, SCC advanced the Company
$30,641 to pay for general operating expenses. The advance is non-interest bearing and due on demand.
During the year ended December
31, 2023, the Company granted 1,000,000 shares of common stock to SCC for consulting services, for total non-cash expense of $1,000.
During the year ended 2019, Robert Chin advanced the Company $4,443
to pay for general operating expenses. The advance is non-interest bearing and due on demand.
Our Common Stock
Our common stock is quoted on OTC Markets Pink Current under the symbol
“IVHI”.
Organization
Invech Holdings, Inc. (OTC “IVHI”) was incorporated under
the laws of the State of Nevada on December 17, 1998, as Explore Technologies, Inc.
On March 18, 2003, the Company changed its name to Hubei Pharmaceutical
Group, Ltd., and to Amersin Life Sciences Corporation on January 6, 2005. On March 22, 2007, the Company changed its name to Golden Tech
Group, Ltd and to MegaWin Investments, Inc. on February 21, 2018. Finally, the Company changed its name to Invech Holdings, Inc. on July
19, 2018.
In 1996, the Company filed a Form D under Rule 504 (b)(1)(iii) in
2013 and subsequently filed Form 10SB to register its common stock in 2002. The company became delinquent in its financials reporting
in 2005 and filed a Form 15-12G in 2006 to terminate their registration. The Company subsequently filed the delinquent reports and remains
non reporting. IVHI is currently filing financial reports under OTC Markets Alternative Reporting Standards.
The company was a natural resource company engaged in the acquisition,
exploration and development of mineral properties. On May 17, 2002, the Company filed an amendment to its Articles of Incorporation and
changed its name to Pan Asia Communications Corp.
The Company has entered into a merger agreement on May 23, 2000, with
Cashsurfers, Inc., an Internet based technology business. On July 24, 2000, the agreement was terminated because the Company was unable
to raise sufficient capital required under the merger agreement and was unable to make payment to Cashsurfers under the terms of the
agreement.
On October 5, 2000, the Company entered into an Acquisition Agreement
with UWANTCASH.com, Inc. whereby the Company acquired 100% of the issued and outstanding common and preferred shares of UWANTCASH.com,
Inc. The Company was unable to raise the capital required under the terms of the acquisition agreement and as a result of the default,
the acquisition agreement was terminated on December 6, 2000. The Company has no operations at that time.
In 2001 the Company effected a 1 for 10 reverse stock split and on
May 15, 2002, the Company entered into an agreement to acquire the Access Network Limited subsidiary of VOIP Telecom, Inc., in exchange
for the issuance of 8,000,000 shares to shareholders and owners of Access stock and an additional 4,000,000 shares to Keppel Corp. to
extinguish a debt due by Access to Keppel. Shortly after, the Company completed a rescission agreement whereby the share acquisition
was cancelled. All company shares issued for debt settlements were cancelled.
On March 17, 2003, the Company acquired the majority interest in Hubei
Pharmaceutical Co. Ltd. The Company issued 22,000,000 common shares resulting in a change in control.
On September 10th, 2004, the Company entered into material
agreement, to sell its 57.14% controlling interest in the Hubei Pharmaceutical Co. Ltd. At that time the Company was engaged in the acquisition
and vertical integration of operating subsidiaries and controlling joint venture interests in China to include all facets of pharmaceutical
life sciences from raw materials through dosage form production and distribution. In October 2005, the Company terminated its participation
in the Hubei Tongji Benda Ebei Pharmaceutical Co. Ltd. joint venture in Hubei Province, China.
On March 22, 2007, the Company changed its name to Golden Tech Group,
Ltd. and conducted a 1 for 20 reverse stock split. On April 10, 2007, the Company raised its authorized shares to 500,000,000.
Business operations for Invech Holdings, Inc. were abandoned in 2007
and its Nevada registration was revoked. A custodianship action, as described in the subsequent paragraph, was commenced in 2017.
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.
January 2018, the Custodian appointed Robert Chin as sole officer
and director.
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. See appointment and termination of custodianship
court orders attached as an Exhibit.
Small Cap Compliance, LLC is controlled by Rhonda Keaveney, its sole
member.
The Company filed a Certificate of Amendment
with the Nevada Secretary of State on February 22, 2018, to change its name to Mega Win Investments, Inc. and FINRA approved the corporate
action.
The Company filed a Certificate of Amendment
with the Nevada Secretary of State on July 19, 2018 to change its name to Invech Holdings, Inc. and FINRA approved the corporation action.
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.
As of the date of this filing, liabilities and debts have been addressed
and the legal opinion for debt write off is attached as an Exhibit.
THE
OFFERING
This prospectus relates to the resale by shareholders as listed in
Selling Security Holdings on page 17 as the selling stockholders, selling stockholders of up to 3,277,416 shares
of common stock, par value $0.001 per share, of the Company (“Resale Shares”).
Resale Shares
The selling stockholders may sell the Resale Shares on any national
securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, in the over-the-counter
market, in one or more transactions otherwise than on these exchanges or systems, such as privately negotiated transactions, or using
a combination of these methods. See the disclosure under the heading “Plan of Distribution” elsewhere
in this prospectus for more information about how the selling stockholders may sell or otherwise dispose of their shares of common stock
hereunder.
The selling stockholders may sell any, all or none of the Resale Shares
offered by this prospectus and we do not know when or in what amount, the selling stockholders may sell the Resale Shares of common stock
hereunder following the effective date of this registration statement.
We will not receive any proceeds from the sale of the Resale Shares
by the selling stockholders in the offering described in this prospectus.
Securities Offered
| Issuer: |
|
Invech Holdings, Inc. |
| |
|
|
| Trading Market: |
|
The common stock offered in this prospectus is quoted on the OTC
Pink Current under the symbol “IVHI”. In the future, we intend to seek to have our common stock listed on a national
securities exchange. However, we may not be successful in having our shares listed on a national securities exchange. |
| |
|
|
| Shares of common stock outstanding prior to the offering: |
|
10,521,335 |
| |
|
|
| Use of proceeds: |
|
We will not receive any proceeds from the sale of shares of common stock by the selling stockholders
in this offering. See “Use of Proceeds.” |
| |
|
|
| Risk factors: |
|
This investment involves a high degree of risk. See “Risk Factors”
for a discussion of factors you should consider carefully before making an investment decision. |
| |
|
|
| Plan of Distribution: |
|
The selling stockholders may sell all or a portion of the shares of common stock beneficially owned
by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. Registration
of the common stock covered by this prospectus does not mean, however, that such shares necessarily will be offered or sold. See
“Plan of Distribution.” |
RISK FACTORS
An investment in our securities involves a high degree of risk.
You should carefully consider the following information about these risks, together with the other information about these risks contained
in this prospectus, as well as the other information contained in this prospectus generally, before deciding to buy our securities. Any
of the risks we describe below could adversely affect our business, financial condition, operating results or prospects. The market prices
for our securities could decline if one or more of these risks and uncertainties develop into actual events and you could lose all or
part of your investment. Additional risks and uncertainties that we do not yet know of, or that we currently think are immaterial, may
also impair our business operations. You should also refer to the other information contained in this prospectus, including our financial
statements and the related notes.
RISKS RELATED TO OUR BUSINESS
Our business, operating results and financial condition could be seriously
harmed as a result of the occurrence of any of the following risks. You could lose all or part of your investment due to any of these
risks. You should invest in our common stock only if you can afford to lose your entire investment.
The Company has a limited operating history
Although IVHI has was incorporated in 1998, We have a limited operating
history. The Company has undergone several changes in our corporate name, nature of business, and voided multiple material agreements
due to the lack of funds.
The Company was in the industry of pharmaceuticals preparations, then
in the industry of mineral mining, then gaming industry. The Company was unable to continue its business model in any of the mentioned
industries due to lack of securing capital to fulfill its obligations.
Invech Holdings, Inc. has, as of this filing, incurred losses throughout
its operating history. The Company was unable to raise sufficient capital to make payments required under the several merger agreements
and voided those agreements. IVHI was ultimately abandoned by management in 2007 due to the lack of capital to continue its operations.
Current management has implemented a new business model and plans
to grow the company, however IVHI has limited operating history in its current industry, regulatory compliance for small public companies.
Investing in our Company involves
a high degree of risk. Our ability to grow, retain and engage new clients, while increasing our revenue depends on our ability to successfully
market our services. We have generated no revenue to date and our ability to continue operations is not presently known. Risks
we consider immaterial could ultimately harm our business. If we don’t raise sufficient capital to maintain operations, market
our services, and grow our clientele, we will be unable to continue our business model. Our stock could decline and investors may lose
all or part of your investment.
We have incurred operating losses, and have no current source
of revenue
We do not expect to generate revenues until we further our business
model. We can provide no assurance that we will produce any material revenues for our stockholders, or that our contemplated business
will operate on a profitable basis. We have generated no revenue for the last two fiscal years that are reported in this statement.
We will, likely, sustain operating expenses without corresponding
revenues, at least until we generate more business from gyms and our marketing efforts increase the popularity of our brand. This may
result in our incurring a net operating loss that will increase until we increase our client base. We cannot assure you that any such
business will be profitable at the time.
Our capital resources may not be sufficient to meet our capital
requirements, and in the absence of additional resources we may have to curtail or cease business operations
We have historically generated negative cash flow and losses from
operations and could experience negative cash flow and losses from operations in the future. Our independent auditors have included an
explanatory paragraph in their report on our financial statements for the three months ended March 31, 2024 and fiscal years ended
December 31, 2023, and 2022 expressing doubt regarding our ability to continue as a going concern. We currently only have a minimal amount
of cash available, which will not be sufficient to fund our anticipated future operating needs. The Company will need to raise substantial
sums to implement its business plan. There can be no assurance that the Company will be successful in raising funds. To the extent that
the Company is unable to raise funds, we will be required to reduce our planned operations or cease any operations.
We may encounter substantial competition in the public company
compliance consulting industry and our failure to compete effectively may adversely affect our ability to generate revenue
We believe that existing and new competitors will continue to improve
in cost control and performance in whatever business we acquire. We have a good number of competitors, and we will be required to continue
to invest in service development and productivity improvements to compete effectively in our industry. Our competitors could develop
innovative services or undertake more aggressive and costly marketing campaigns than ours, which may adversely affect our marketing strategies
and could have a material adverse effect on our business, results of operations and financial condition.
Regulatory approvals for our services
At this time the Company is subject to OTC Markets and Securities
and Exchange Commission regulations relating to our business model. However, our future business may be subject to additional laws and
regulations.
We may face a number of risks associated with our business services,
including the possibility that we may incur substantial debt or convertible debt, which could adversely affect our financial condition
We intend to use reasonable efforts to continue our business within
the industry of regulatory compliance consulting for public companies. The risks commonly encountered in implementing and maintaining
a business plan is insufficient revenues to offset increased expenses associated with operating expenses, marketing, and possibly finding
a merger candidate. Additionally, we operate a small business at this time so our expenses are likely to increase, and it is possible
that we may incur substantial debt or convertible debt in order to grow our business, which can adversely affect our financial condition.
Incurring a substantial amount of debt or convertible debt may require us to use a significant portion of our cash flow to pay principal
and interest on the debt, which will reduce the amount available to fund working capital, capital expenditures, and other general purposes.
Our indebtedness may negatively impact our ability to operate our business and limit our ability to borrow additional funds by increasing
our borrowing costs, and impact the terms, conditions, and restrictions contained in possible future debt agreements, including the addition
of more restrictive covenants; impact our flexibility in planning for and reacting to changes in our business as covenants and restrictions
contained in possible future debt arrangements may require that we meet certain financial tests and place restrictions on the incurrence
of additional indebtedness and place us at a disadvantage compared to similar companies in our industry that have less debt.
Our future success is highly dependent on the ability of management
to locate and attract suitable business opportunities and our stockholders will not know what business we will enter into until we consummate
a transaction with the approval of our then existing directors and officers
At this time, we have a small operation and continued implementation
of our business model is highly speculative, there is a consequent risk of loss of an investment in the Company. The success of our operations
will depend to a great extent on the operations, financial condition and management of future business and internal development. While
management intends to seek businesses opportunities with entities having established operating histories in additional to our marketing
efforts, we cannot provide any assurance that we will be successful in locating opportunities meeting that criterion. The success of
our operations will be dependent upon management, its financial position and numerous other factors beyond our control.
We will incur increased costs as a result of becoming a reporting
company, and given our limited capital resources, such additional costs may have an adverse impact on our profitability.
Following the effectiveness of this Form S-1, we will be an SEC reporting
company. The Company is currently a small business and has limited revenue. However, the rules and regulations under the Exchange Act
require a public company to provide periodic reports with interactive data files which will require the Company to engage legal, accounting
and auditing services, and XBRL and EDGAR service providers. The engagement of such services can be costly, and the Company is likely
to incur losses, which may adversely affect the Company’s ability to continue as a going concern. In addition, the Sarbanes-Oxley
Act of 2002, as well as a variety of related rules implemented by the SEC, have required changes in corporate governance practices and
generally increased the disclosure requirements of public companies. For example, as a result of becoming a reporting company, we will
be required to file periodic and current reports and other information with the SEC and we must adopt policies regarding disclosure controls
and procedures and regularly evaluate those controls and process.
The additional costs we will incur in connection with becoming a reporting
company will serve to further stretch our limited capital resources. The expenses incurred for filing periodic reports and implementing
disclosure controls and procedures may be as high as $50,000 USD annually. In other words, due to our limited resources, we may have
to allocate resources away from other productive uses in order to pay any expenses we incur in order to comply with our obligations as
an SEC reporting company. Further, there is no guarantee that we will have sufficient resources to meet our reporting and filing obligations
with the SEC as they come due.
As of
this filing, the Company has run out of funds to maintain our monthly burn rate expenses. Our majority shareholder, Small Cap Compliance,
LLC, will continue to fund all expenses until such time the Company can contribute to these costs. The funds will be booked as a noninterest
bearing third party loan.
The time and cost of preparing a private company to become a
public reporting company may preclude us from entering into an acquisition or merger with the most attractive private companies
From time to time the Company may come across target merger companies.
These companies may fail to comply with SEC reporting requirements may delay or preclude acquisitions. Sections 13 and 15(d) of the Exchange
Act require reporting companies to provide certain information about significant acquisitions, including certified financial statements
for the company acquired, covering one or two years, depending on the relative size of the acquisition. The time and additional costs
that may be incurred by some target entities to prepare these statements may significantly delay or essentially preclude consummation
of an acquisition. Otherwise, suitable acquisition prospects that do not have or are unable to obtain the required audited statements
may be inappropriate for acquisition so long as the reporting requirements of the Exchange Act are applicable.
A Business merger may result in a change of control and a change
of management.
In conjunction with a business acquisition, it is anticipated that
we may issue an amount of our authorized but unissued common or preferred stock which represents the majority of the voting power and
equity of our capital stock, which would result in stockholders of a target company obtaining a controlling interest in us. As a condition
of the business combination agreement, our current stockholders may agree to sell or transfer all or a portion of our common stock as
to provide the target company with all or majority control. The resulting change in control may result in removal of our present officers
and directors and a corresponding reduction in or elimination of their participation in any future affairs.
Related party transactions and stock dilution
Regulation S-K, Item 404(d)(1) requires that small reporting companies,
as defined by § 229.10(f)(1), disclose the acquisition of an entity as it related to a related-party transaction.
Ms. Keaveney is sole shareholder and sole officer and director of
Invech Consulting Corporation (“ICC”). IVHI executed a consulting service agreement with ICC. In exchange for public company
compliance services, ICC will receive 1,000,000 shares of IVHI restricted public shares for 6 months of service.
Stock dilution occurs when a company issues additional
shares, resulting in a decrease in the ownership percentage of existing shareholders. The reduction in ownership can significantly impact
the value of shareholders' investments and the financial statements of the company. Stock dilution
can impact the value of investors stock and alter the ownership structure of the company. ICC will own .09% of the Company’s stock
diluting current shareholders by a small percentage. As of this filing, the shares have not been issued.
We depend on our officers and the loss of their services would
have an adverse effect on our business
We have one officer and director of the Company, and this is critical
to our chances for business success. We are dependent on her services to operate our business and the loss of this person would have
an adverse impact on our future operations until such time she could be replaced, if she could be replaced. We do not have employment
contracts or employment agreements with our officer, and we do not carry key man life insurance on her life.
Because we are significantly smaller than some of our competitors,
we may lack the resources needed to capture market share
We are at a disadvantage as smaller operating company; we are a development
stage business. Many of our competitors have already established their business, more established market presence, and substantially
greater financial, marketing, and other resources than do we. New competitors may emerge and may develop new or innovative services that
compete directly with our business services. No assurance can be given that we will be able to compete successfully within the public
company compliance industry.
Our ability to use our net operating loss carry-forwards and
certain other tax attributes may be limited
We have incurred losses during our history. To the extent that we
continue to generate taxable losses, unused losses will carry forward to offset future taxable income, if any, until such unused losses
expire. Under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, if a corporation undergoes an “ownership change,”
generally defined as a greater than 50% change (by value) in its equity ownership over a three-year period, the corporation’s ability
to use its pre-change net operating loss carry-forwards, or NOLs, and other pre-change tax attributes (such as research tax credits)
to offset its post-change income may be limited. We may experience ownership changes in the future because of subsequent shifts in our
stock ownership. As a result, if we earn net taxable income, our ability to use our pre-change net operating loss carryforwards to offset
U.S. federal taxable income may be subject to limitations, which could potentially result in increased future tax liability to us. In
addition, at the state level, there may be periods during which the use of NOLs is suspended or otherwise limited, which could accelerate
or permanently increase state taxes owed.
Our ability to hire and retain key personnel will be an important
factor in the success of our business and a failure to hire and retain key personnel may result in our inability to grow our business
Our management has extensive experience when acting in the officer
and director capacity, however we will need to hire additional personnel and we may not be able to attract and retain the necessary qualified
personnel. If we are unable to retain or to hire qualified personnel as required, we may not be able to adequately manage and continue
our business model.
Legal disputes could have an impact on our Company
We engage in business matters that are common to the business world
that can result in disputations of a legal nature. In the event the Company is ever sued or finds it necessary to bring suit against
others, there is the potential that the results of any such litigation could have an adverse impact on the Company.
Risks Related to Our Shareholders and Shares of Common Stock
Resale limitations of Rule 144(i) on your shares
According to the Rule 144(i), Rule 144 is not available for the resale
of securities initially issued by either a reporting or non-reporting shell company. Moreover, Rule 144(i)(1)(ii) states that Rule 144
is not available to securities initially issued by an issuer that has been “at any time previously” a reporting or non-reporting
shell company. Rule 144(i)(1)(ii) prohibits shareholders from utilizing Rule 144 to sell their shares in a company that at any time in
its existence was a shell company. However, according to Rule 144(i)(2), an issuer can “cure” its shell status.
To “cure” a company’s current or former shell company
status, the conditions of Rule 144(i)(2) must be satisfied regardless of the time that has elapsed since the public company ceased to
be a shell company and regardless of when the shares were issued. The availability of Rule 144 for resales of shares issued while the
company is a shell company or thereafter may be restricted even after the expiration of the six-month period since it filed its Form
S-1 information if the company is not current on all of its periodic reports required to be filed within the SEC during the six months
before the date of the shareholder’s sale. Thus, the company must file all 10-Qs and 10K for the preceding six months and since
the filing of the Form S-1, or Rule 144 is not available for the resale of securities.
Our Company is currently listed as Pink Current Information
on the OTC Markets platform
Our stock quote is currently listed on OTC Markets. The market for
our stock is uncertain at this time. Our stock is not eligible for proprietary broker-dealer quotations. All quotes in our stock reflect
unsolicited customer orders. Unsolicited-Only stocks have a higher risk of wider spreads, increased volatility, and price dislocations.
Investors may have difficulty selling this stock. An initial review by a broker-dealer under SEC Rule15c2-11 is required for brokers
to publish competing quotes and provide continuous market making. Our securities could be particularly illiquid due to being listed on
this market and that if we remain on the Pink Current Information, it could impede a potential merger, acquisition, reverse merger or
our current business pursuant to which the company could cease to be an operating company.
The regulation of penny stocks by the SEC may discourage the
tradability of our securities.
We are a "penny stock" company. Our common stock trades
on the OTCQB and we are subject to a SEC rule that imposes special sales practice requirements upon broker-dealers who sell such securities
to persons other than established customers or accredited investors. For purposes of the rule, the phrase "accredited investors"
means, in general terms, institutions with assets in excess of $5,000,000, or individuals having a net worth in excess of $1,000,000
or having an annual income that exceeds $200,000 (or that, when combined with a spouse's income, exceeds $300,000). For transactions
covered by the rule, the broker-dealer must make a special suitability determination for the purchaser and receive the purchaser's written
agreement to the transaction prior to the sale. Effectively, this discourages broker-dealers from executing trades in penny stocks. Consequently,
the rule will affect the ability of investors to sell their securities in any market that might develop therefore because it imposes
additional regulatory burdens on penny stock transactions.
In addition, the SEC has adopted a number of rules to regulate "penny
stocks". Such rules include Rules 3a51-1, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6, 15g-7, and 15g-9 under the Securities Exchange
Act of 1934, as amended. Because our securities constitute "penny stocks" within the meaning of the rules, the rules would
apply to us and to our securities. The rules will further affect the ability of owners of shares to sell our securities in any market
that might develop for them because it imposes additional regulatory burdens on penny stock transactions.
Shareholders should be aware that, according to the SEC, the market
for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include (i) control of the market for the
security by one or a few broker-dealers that are often related to the promoter or issuer; (ii) manipulation of prices through prearranged
matching of purchases and sales and false and misleading press releases; (iii) "boiler room" practices involving high-pressure
sales tactics and unrealistic price projections by inexperienced sales persons; (iv) excessive and undisclosed bid-ask differentials
and markups by selling broker-dealers; and (v) the wholesale dumping of the same securities by promoters and broker-dealers after prices
have been manipulated to a desired consequent investor losses. Our management is aware of the abuses that have occurred historically
in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who
participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from
being established with respect to our securities.
There is presently a limited public market for our securities
Our common stock trades on an unsolicited basis only on the OTC Markets,
and an active market may never develop. Future sales of our common stock by existing stockholders pursuant to an effective registration
statement or upon the availability of Rule 144 could adversely affect the market price of our common stock. A shareholder who decides
to sell some, or all, of their shares in a private transaction may be unable to locate persons who are willing to purchase the shares,
given the restrictions. Also, because of the various risk factors described above, the price of the publicly traded common stock may
be highly volatile and not provide the true market price of our common stock.
Our stock trades on an unsolicited basis only, so you may be
unable to sell your shares at or near the quoted bid prices if you need to sell a significant number of your shares
Even if our stock becomes trading, it is likely that our common stock
will be thinly traded, meaning that the number of persons interested in purchasing our common shares at or near bid prices at any given
time may be relatively small or non-existent. This situation is attributable to a number of factors, including the fact that we are a
small company which is relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community
that generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk-averse and would
be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of our shares until such time as we became
more seasoned and viable. Consequently, there may be periods of several days or more when trading activity in our shares is minimal or
non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous
sales without an adverse effect on share price. We cannot give you any assurance that a broader or more active public trading market
for our common shares will develop or be sustained, or that current trading levels will be sustained. Due to these conditions, we can
give you no assurance that you will be able to sell your shares at or near bid prices or at all if you need money or otherwise desire
to liquidate your shares.
We may issue more shares in an acquisition or merger, which
will result in substantial dilution
Our Articles of Incorporation, as amended, authorize the Company to
issue an aggregate of 500,000,000 shares of common stock of which 10,521,335 shares are currently outstanding and 5,000,000 shares of
Preferred Stock are authorized, of which 1,000,000 shares of Series A Convertible Preferred Stock are authorized and 300,000 are outstanding.
Any acquisition or merger effected by the Company may result in the
issuance of additional securities without stockholder approval and may result in substantial dilution in the percentage of our common
stock held by our then existing stockholders. If our convertible preferred stockholders choose to convert their stocks to common stocks,
the stocks they receive are newly issued. This increases the total number of common shares. Because the number of common shares increases
while the value of the company remains the same, the value of existing shares goes down. In other words, the new common shares dilute
the value of all the common shares, which drives down the share price, give current shareholders fewer voting rights and less ownership
of the company.
Moreover, shares of our common stock issued in any such merger or
acquisition transaction may be valued on an arbitrary or non-arm’s-length basis by our management, resulting in an additional reduction
in the percentage of common stock held by our then existing stockholders. In an acquisition type transaction, our Board of Directors
has the power to issue any, or all, of such authorized but unissued shares without stockholder approval. To the extent that additional
shares of common stock are issued in connection with a business combination or otherwise, dilution to the interests of our stockholders
will occur and the rights of the holders of common stock might be materially adversely affected.
Obtaining additional capital though the sale of common stock
will result in dilution of stockholder interests
We may raise additional funds in the future by issuing additional
shares of common stock or other securities, which may include securities such as convertible debentures, warrants or preferred stock
that are convertible into common stock. Any such sale of common stock or other securities will lead to further dilution of the equity
ownership of existing holders of our common stock. Additionally, the existing conversion rights may hinder future equity offerings, and
the exercise of those conversion rights may have an adverse effect on the value of our stock. If any such conversion rights are exercised
at a price below the then current market price of our shares, then the market price of our stock could decrease upon the sale of such
additional securities. Further, if any such conversion rights are exercised at a price below the price at which any stockholder purchased
shares, then that particular stockholder will experience dilution in his or her investment.
Our director has the authority to authorize the issuance of
preferred stock
Our Articles of Incorporation, as amended, authorize the Company to
issue an aggregate of 5,000,000 shares of Preferred Stock. Our directors, without further action by our stockholders, have the authority
to issue shares to be determined by our board of directors of Preferred Stock with the relative rights, conversion rights, voting rights,
preferences, special rights, and qualifications as determined by the board without approval by the shareholders. Any issuance of Preferred
Stock could adversely affect the rights of holders of common stock. Additionally, any future issuance of preferred stock may have the
effect of delaying, deferring, or preventing a change in control of the Company without further action by the shareholders and may adversely
affect the voting and other rights of the holders of common stock. Our Board does not intend to seek shareholder approval prior to any
issuance of currently authorized stock, unless otherwise required by law or stock exchange rules.
We have never paid dividends on our common stock, nor are we
likely to pay dividends in the foreseeable future. Therefore, you may not derive any income solely from ownership of our stock
We have never declared or paid dividends on our common stock and do
not presently intend to pay any dividends in the foreseeable future. We anticipate that any funds available for payment of dividends
will be re-invested into the Company to further our business strategy. This means that your potential for economic gain from ownership
of our stock depends on appreciation of our stock price and will only be realized by a sale of the stock at a price higher than your
purchase price.
If we are unable to establish appropriate internal financial
reporting controls and procedures, it could cause us to fail to meet our reporting obligations, result in the restatement of our financial
statements, harm our operating results, subject us to regulatory scrutiny and sanction, cause investors to lose confidence in our reported
financial information and have a negative effect on the market price for shares of our common stock.
Effective internal controls are necessary for us to provide reliable
financial reports and to prevent fraud effectively. We maintain a system of internal control over financial reporting, which is defined
as a process designed by, or under the supervision of, our principal executive officer and principal financial officer, or persons performing
similar functions, and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles.
As a public company, we have significant requirements for enhanced
financial reporting and internal controls. We are required to document and test our internal control procedures in order to satisfy the
requirements of Section 404 of the Sarbanes-Oxley Act of 2002, which requires annual management assessments of the effectiveness
of our internal controls over financial reporting. The process of designing and implementing effective internal controls is a continuous
effort that requires us to anticipate and react to changes in our business and economic and regulatory environments, and to expend significant
resources to maintain a system of internal controls that is adequate to satisfy our reporting obligations as a public company.
We cannot assure you that we will, in the future, identify areas requiring
improvement in our internal control over financial reporting. We cannot assure you that the measures we will take to remediate any areas
in need of improvement will be successful or that we will implement and maintain adequate controls over our financial processes and reporting
in the future as we continue our growth. If we are unable to establish appropriate internal financial reporting controls and procedures,
it could cause us to fail to meet our reporting obligations, result in the restatement of our financial statements, harm our operating
results, subject us to regulatory scrutiny and sanction, cause investors to lose confidence in our reported financial information and
have a negative effect on the market price for shares of our common stock.
Our Articles of Incorporation provide our directors with limited
liability.
Our Articles of Incorporation state that our directors shall not be
personally liable to us or any stockholder for monetary damages for breach of fiduciary duty as a director, except for any matter in
respect of which such director shall be liable under Section 78.138(7) of the Nevada Revised Statutes (the “NRS”) or shall
be liable because the director (1) shall acted or omitted to act which involves intentional misconduct, fraud or a knowing violation
of law; or (2) paid dividends in violation of Section 78.300 of the NRS. Our Articles of Incorporation further state that the liability
of our directors shall be eliminated or limited to the fullest extent permitted by the NRS, as it may be amended. These provisions may
discourage stockholders from bringing suit against a director for breach of fiduciary duty and may reduce the likelihood of derivative
litigation brought by stockholders on our behalf against a director.
Our financial controls and procedures may not be sufficient
to ensure timely and reliable reporting of financial information, which, as a public company, could materially harm our stock price.
As a public reporting company, we require significant financial resources
to maintain our public reporting status. We cannot assure you we will be able to maintain adequate resources to ensure that we will not
have any future material weakness in our system of internal controls. The effectiveness of our controls and procedures may in the future
be limited by a variety of factors including:
| · | faulty
human judgment and simple errors, omissions or mistakes; |
| · | raudulent
action of an individual or collusion of two or more people; |
| · | inappropriate
management override of procedures; and |
| · | the
possibility that any enhancements to controls and procedures may still not be adequate to
assure timely and accurate financial information. |
Our internal control over financial reporting is a process designed
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles in the United States of America. Our internal control over financial
reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately
and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions
are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles,
and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of
the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the Company’s assets that could have a material effect on the financial statements.
Despite these controls, because of its inherent limitations, internal
control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can
provide only reasonable assurance of achieving their control objectives. Furthermore, smaller reporting companies like us face additional
limitations. Smaller reporting companies employ fewer individuals and can find it difficult to employ resources for complicated transactions
and effective risk management. Additionally, smaller reporting companies tend to utilize general accounting software packages that lack
a rigorous set of software controls.
Our management assessed the effectiveness of our internal control
over financial reporting as of March 31, 2024 and concluded as a result of material weaknesses in our internal control over financial
reporting, our disclosure controls and procedures were not effective as of March 24, 2024. The ineffectiveness of our disclosure
controls and procedures was due to the following material weaknesses our internal control over financial reporting, which are common
to many small companies: (1) lack of sufficient personnel commensurate with the Company’s reporting requirements; (2) the Company
did not consistently establish appropriate authorities and responsibilities in pursuit of the Company’s financial reporting objectives;
and (3) insufficient written documentation or training of internal control policies and procedures which provide staff with guidance
or framework for accounting and disclosing financial transactions (4) the Company has only one officer and director.
If we fail to have effective controls and procedures for financial
reporting in place, we could be unable to provide timely and accurate financial information and be subject to investigation by the Securities
and Exchange Commission (the “SEC”) and civil or criminal sanctions.
Because our directors and executive officers are among our largest
stockholders, they can exert significant control over our business and affairs and have actual or potential interests that may depart
from those of investors.
Certain of our executive officers and directors own a significant
percentage of shares of our outstanding capital stock. As of the date of this prospectus, our executive officers and directors and their
respective affiliates beneficially own 100% of the outstanding voting stock for our Preferred A shares and .09% of the outstanding voting
stock for our Common shares. The holdings of our directors and executive officers may increase further in the future upon vesting or
other maturation of exercise rights under any of the options or warrants they may hold or in the future be granted, or if they otherwise
acquire additional shares of our common stock. The interests of such persons may differ from the interests of our other stockholders.
As a result, in addition to their board seats and offices, such persons will have significant influence and control over all corporate
actions requiring stockholder approval, irrespective of how our company’s other stockholders may vote, including the following
actions:
| · | to
elect or defeat the election of our directors; |
| · | to
amend or prevent amendment of our articles of incorporation or by-laws; |
| · | to
effect or prevent a merger, sale of assets or other corporate transaction; and |
| · | to
control the outcome of any other matter submitted to our stockholders for a vote. |
As a result, our sole office and director,
and controlling shareholder, can determine the outcome of any actions taken by us that require stockholder approval. For example, she
will be able to elect all our directors, control the policies and practices of the Company and control the outcome of any proposed business
combination.
This concentration of ownership by itself may have the effect of impeding
a merger, consolidation, takeover or other business consolidation, or discouraging a potential acquirer from making a tender offer for
our common stock, which in turn could reduce the price of the shares of our common stock price or prevent our stockholders from realizing
a premium over the price of our common stock. Investing in our stock is risky and investors could lose their entire investment.
In addition, Section 13 of our By-laws state the following;
Section 13 Super Majority
Votes: Motions on the following issues shall require the vote of at least sixty-five percent (65%) of the Stockholders to carry:
| |
A. |
Amending these By-Laws; |
| |
B. |
Capital Contributions; |
| |
C. |
Removal of the Director or any Officer; |
| |
D. |
Issuing New Shares of stock; |
| |
E. |
Issuing New Classes of Shares; |
| |
F. |
Terminating or rejecting the defense or indemnity of any Director,
Officer, agent, or employee; and |
| |
G. |
Terminating, Dissolving, or winding down the business affairs of the Corporation or liquidating
more than half of the assets and property of the Corporation. |
Our Preferred A shareholder has over 65% of the voting shares and
will carry the necessary votes to determine the outcome for all of the above-mentioned actions.
Section 15 of our By-laws state the following;
Section 15 Stock Transfer Restrictions. A
Stockholder contemplating a sale or transfer of any shares of Stock in the Corporation to any third party shall first provide written
Notice of Intent to Sell Stock to the Board and all the other Stockholders which shall include the name of the proposed purchaser and
the full terms and conditions of the proposed sale. The other Stockholders shall have thirty (30) days from Notice of Intent to Sell
Stock to give written Notice of Intent to Purchase Stock on the same terms and conditions as set forth in the Notice of Intent to Sell
Stock.
If no Stockholder gives Notice of Intent to Purchase
Stock within thirty (30) days, then the Stockholder may sell as set forth in the Notice of Intent to Sell Stock provided that a majority
of the remaining Stockholders approve the sale or transfer to the proposed third-party purchaser.
Any purported sale or transfer of shares of Stock
in the Corporation undertaken without compliance with all the provisions of Section 15 shall be void and without effect.
Any potential purchaser of shares of Stock in
the Corporation Buyer shall be advised of the restrictions imposed by these By-Laws and Nevada law, including but not limited to Chapters
78, 78A, and 90 of the Nevada Revised Statutes.
Under Section 78.242 of the Nevada Revised Statutes, this provision
applies to the holders of restricted stock that has not been registered in is being sold or transferred in a private sale. It is the
policy of our Board to review the private sale and approve the sale if all required documentation is in order. The majority stockholder
must also approve the sale. In this case, it is our Preferred A Stock shareholder, who is also our sole officer and director.
The Financial Industry Regulatory Authority, or FINRA, has adopted
sales practice requirements that may also limit a stockholder’s ability to buy and sell our stock.
In addition to the “penny stock” rules described above,
FINRA has adopted rules that require that, in recommending an investment to a customer, a broker-dealer must have reasonable grounds
for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced securities to their non-institutional
customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status,
investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that
speculative low-priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers
to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect
on the market for our shares.
Trends, Risks and Uncertainties
We have sought to identify what we believe to be the most significant
risks to our business, but we cannot predict whether, or to what extent, any of such risks may be realized nor can we guarantee that
we have identified all possible risks that might arise. Investors should carefully consider all of such risk factors before making an
investment decision with respect to our common stock.
CAUTIONARY NOTE REGARDING
FORWARD-LOOKING STATEMENTS
The information contained in this prospectus includes forward-looking
statements. These forward-looking statements are often identified by words such as “may,” “could,” “estimate,”
“intend,” “continue,” “believe,” “expect” or “anticipate” or other similar
words. These statements involve estimates, assumptions and uncertainties that could cause actual results to differ materially from those
expressed for the reasons described in this prospectus. You should be aware that our actual results could differ materially from those
contained in the forward-looking statements due to a number of factors. You should not place undue reliance on these forward-looking
statements.
You should also consider carefully the statements under “Risk
Factors” and other sections of this prospectus, which address additional factors that could cause our actual results to differ
from those set forth in the forward-looking statements and could materially and adversely affect our business, operating results and
financial condition. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are
expressly qualified in their entirety by the applicable cautionary statements.
The forward-looking statements speak only as of the date on which
they are made, and, except to the extent required by federal securities laws, we undertake no obligation to update any forward-looking
statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated
events. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of
factors, may cause actual results to differ materially from those contained in any forward-looking statements.
DIVIDEND POLICY
We have never declared or paid dividends on our common stock. We do
not intend to pay cash dividends on our common stock for the foreseeable future, but currently intend to retain any future earnings to
fund the development and growth of our business. The payment of dividends if any, on our common stock will rest solely within the discretion
of our board of directors and will depend, among other things, upon our earnings, capital requirements, financial condition, and other
relevant factors.
MARKET FOR COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS
Our shares are currently listed on the OTC Market Pink Sheets under
the symbol “IVHI”.
The following table sets forth the high and low prices for our common
stock per quarter as reported by the OTC Markets based on our fiscal year end December 31, 2023 and 2022. These prices represent
quotations between dealers without adjustment for retail mark-up, markdown or commission and may not represent actual transactions.
| |
|
HIGH |
|
|
LOW |
|
| Fiscal Year 2023 |
|
|
|
|
|
|
|
|
| First Quarter (Jan.1, 2023 – March 31, 2023) |
|
$ |
.135 |
|
|
$ |
.135 |
|
| Second Quarter (April 1, 2023– June 30, 2023) |
|
|
.135 |
|
|
|
.135 |
|
| Third Quarter (July 1, 2023 – Sept. 30, 2023) |
|
|
.135 |
|
|
|
.135 |
|
| Fourth Quarter (Oct. 1, 2023 – Dec. 31, 2023) |
|
|
.135 |
|
|
|
.135 |
|
| |
|
HIGH |
|
|
LOW |
|
| Fiscal Year 2022 |
|
|
|
|
|
|
|
|
| First Quarter (Jan.1, 2022 – March 31, 2022) |
|
$ |
.135 |
|
|
$ |
.135 |
|
| Second Quarter (April 1, 2022– June 30, 2022) |
|
|
.135 |
|
|
|
.135 |
|
| Third Quarter (July 1, 2022 – Sept. 30, 2022) |
|
|
.135 |
|
|
|
.135 |
|
| Fourth Quarter (Oct. 1, 2022 – Dec. 31, 2022) |
|
|
.135 |
|
|
|
.135 |
|
| | |
HIGH | | |
LOW | |
| Fiscal Year 2021 | |
| | | |
| | |
| First Quarter (Jan.1, 2021 – March 31, 2021) | |
$ | 1.16 | | |
$ | .55 | |
| Second Quarter (April 1, 2021– June 30, 2021) | |
| 1.16 | | |
| .128 | |
| Third Quarter (July 1, 2021 – Sept. 30, 2021) | |
| .165 | | |
| .135 | |
| Fourth Quarter (Oct. 1, 2021 – Dec. 31, 2021) | |
| .135 | | |
| .135 | |
As of August 6, 2024, there were 10,521,336 shares of the registrant's
$0.001 par value common stock issued and outstanding, which were owned by approximately 292 holders of record, based on information provided
by our transfer agent.
Transfer Agent
The transfer agent and registrar for our common stock is Pacific Stock
Transfer.
We will not receive any proceeds upon the sale of shares by the selling
stockholder in this offering. See “Plan of Distribution” elsewhere in this prospectus for more information.
| ITEM 5. | DETERMINATION OF OFFERING PRICE |
Our common stock is presently traded on the OTC Market under the symbol
“IVHI”. The selling shareholder will sell its shares at prevailing market prices or privately negotiated prices. We
will not receive proceeds from the sale of shares from the selling shareholder.
To the extent that we sell and issue additional shares of our common
stock in the future, there may be further dilution to investors participating in this offering. In addition, we may choose to raise additional
capital because of market conditions or strategic considerations, even if we believe that we have sufficient funds for our current or
future operating plans. If we raise additional capital through the sale of equity or convertible debt securities, the issuance of these
securities could result in further dilution to our stockholders.
| ITEM 7. | SELLING SECURITY HOLDERS |
Selling Stockholder Table
| Name of Shareholder |
Affiliate
(5% Shareholder, Officer/Director,
Other Affiliation |
Securities Beneficially
Owned Prior to Offering (5) |
|
% Beneficial Ownership
Before Offering if More Than 1% |
|
|
Securities Being Offered |
|
% Beneficial Ownership
After Offering if More Than 1% |
| |
None of the listed shareholders are officers/directors or have any
affiliation |
|
|
All Shareholders own less than 1% |
|
|
All Shareholders are offering 100% of Shares owned |
|
All Shareholders own less than 1% |
| Eric Bao |
|
50,000 |
|
|
|
|
Common Stock |
|
|
| LEUNG CHE FUNG |
|
50,000 |
|
|
|
|
Common Stock |
|
|
| CHAN CHUNG HOE |
|
50,000 |
|
|
|
|
Common Stock |
|
|
| XIAO WEN LIN |
|
50,000 |
|
|
|
|
Common Stock |
|
|
| CHUN QING LIU |
|
50,000 |
|
|
|
|
Common Stock |
|
|
| HAO FENG NI |
|
50,000 |
|
|
|
|
Common Stock |
|
|
| TAN WEI SHENG |
|
50,000 |
|
|
|
|
Common Stock |
|
|
| MARCUS VOO WEI SYN |
|
50,000 |
|
|
|
|
Common Stock |
|
|
| LI YI TUNG |
|
50,000 |
|
|
|
|
Common Stock |
|
|
| YU HUA WANG |
|
50,000 |
|
|
|
|
Common Stock |
|
|
| LOW WEN YEONG |
|
50,000 |
|
|
|
|
Common Stock |
|
|
| LAM YAU MAN |
|
50,000 |
|
|
|
|
Common Stock |
|
|
| JING CUI |
|
45,000 |
|
|
|
|
Common Stock |
|
|
| JIAN CHAO CHEN |
|
40,001 |
|
|
|
|
Common Stock |
|
|
| XIAO HUA HUANG |
|
40,000 |
|
|
|
|
Common Stock |
|
|
| YAN YA WANG |
|
40,000 |
|
|
|
|
Common Stock |
|
|
| KA ZHENG |
|
40,000 |
|
|
|
|
Common Stock |
|
|
| YAN JUAN ZHENG |
|
40,000 |
|
|
|
|
Common Stock |
|
|
| ALEX CHEN |
|
30,000 |
|
|
|
|
Common Stock |
|
|
| BIN CHEN |
|
30,000 |
|
|
|
|
Common Stock |
|
|
| RUI FANG CHEN |
|
30,000 |
|
|
|
|
Common Stock |
|
|
| YING CHEN |
|
30,000 |
|
|
|
|
Common Stock |
|
|
| YEEWA LAM |
|
30,000 |
|
|
|
|
Common Stock |
|
|
| WEN ZHONG LI |
|
30,000 |
|
|
|
|
Common Stock |
|
|
| JIN YOU LIN |
|
30,000 |
|
|
|
|
Common Stock |
|
|
| RICKY LIN |
|
30,000 |
|
|
|
|
Common Stock |
|
|
| XIAN FENG OU |
|
30,000 |
|
|
|
|
Common Stock |
|
|
| LAMCHOW CHUN P |
|
30,000 |
|
|
|
|
Common Stock |
|
|
| MENG HUI WANG |
|
30,000 |
|
|
|
|
Common Stock |
|
|
| WEI QING WANG |
|
30,000 |
|
|
|
|
Common Stock |
|
|
| LI MIN WEI |
|
30,000 |
|
|
|
|
Common Stock |
|
|
| CHOI CHUN WONG |
|
30,000 |
|
|
|
|
Common Stock |
|
|
| TUNG HUNG WONG |
|
30,000 |
|
|
|
|
Common Stock |
|
|
| JIN LING YOU |
|
30,000 |
|
|
|
|
Common Stock |
|
|
| HONG QIU ZHENG |
|
30,000 |
|
|
|
|
Common Stock |
|
|
| XIN ZHENG |
|
30,000 |
|
|
|
|
Common Stock |
|
|
| YUE HUA ZHENG |
|
30,000 |
|
|
|
|
Common Stock |
|
|
| WONG SUK WAI |
|
30,000 |
|
|
|
|
Common Stock |
|
|
| CHENG IOK WA |
|
25,000 |
|
|
|
|
Common Stock |
|
|
| BINFENG CAO |
|
22,889 |
|
|
|
|
Common Stock |
|
|
| JUAN FANG CHEN |
|
20,000 |
|
|
|
|
Common Stock |
|
|
| MEICHING CHU |
|
20,000 |
|
|
|
|
Common Stock |
|
|
| XIU YUN DONG |
|
20,000 |
|
|
|
|
Common Stock |
|
|
| XIUYING FANG |
|
20,000 |
|
|
|
|
Common Stock |
|
|
| JIAN WU LI |
|
20,000 |
|
|
|
|
Common Stock |
|
|
| PEI QIN LI |
|
20,000 |
|
|
|
|
Common Stock |
|
|
| JIE YONG LIAN |
|
20,000 |
|
|
|
|
Common Stock |
|
|
| ZHEN FEI LIU |
|
20,000 |
|
|
|
|
Common Stock |
|
|
| NHI KHIET LU |
|
20,000 |
|
|
|
|
Common Stock |
|
|
| YUCHEN PENG |
|
20,000 |
|
|
|
|
Common Stock |
|
|
| ZHENG CHUN ZENG |
|
20,000 |
|
|
|
|
Common Stock |
|
|
| ZHEN SHAN ZHANG |
|
20,000 |
|
|
|
|
Common Stock |
|
|
| YONG PING ZHENG |
|
20,000 |
|
|
|
|
Common Stock |
|
|
| JIE WU HE |
|
20,000 |
|
|
|
|
Common Stock |
|
|
| XIAO LIANG HE |
|
15,000 |
|
|
|
|
Common Stock |
|
|
| KAI WEN LIN |
|
15,000 |
|
|
|
|
Common Stock |
|
|
| ZU XUN SHI |
|
15,000 |
|
|
|
|
Common Stock |
|
|
| LILI ZHENG |
|
15,000 |
|
|
|
|
Common Stock |
|
|
| QIN JIE ZHENG |
|
15,000 |
|
|
|
|
Common Stock |
|
|
| KERRISLANE CAPITAL CORP |
|
15,000 |
|
|
|
|
Common Stock |
|
|
| JIANSHENG CAI |
|
11,000 |
|
|
|
|
Common Stock |
|
|
| GUIHONG CHA |
|
10,000 |
|
|
|
|
Common Stock |
|
|
| CHEUNG HUNG CHAK |
|
10,000 |
|
|
|
|
Common Stock |
|
|
| LAI LING CHAN |
|
10,000 |
|
|
|
|
Common Stock |
|
|
| JIAO CHANG |
|
10,000 |
|
|
|
|
Common Stock |
|
|
| HUI CHEN |
|
10,000 |
|
|
|
|
Common Stock |
|
|
| SHUILIAN CHEN |
|
10,000 |
|
|
|
|
Common Stock |
|
|
| MAK KWAN HING CONNIE |
|
10,000 |
|
|
|
|
Common Stock |
|
|
| YING LI |
|
10,000 |
|
|
|
|
Common Stock |
|
|
| YU ZUO LIANG |
|
10,000 |
|
|
|
|
Common Stock |
|
|
| LIANGPING DENG |
|
10,000 |
|
|
|
|
Common Stock |
|
|
| YIK MIU LING |
|
10,000 |
|
|
|
|
Common Stock |
|
|
| CAO LINGLI |
|
10,000 |
|
|
|
|
Common Stock |
|
|
| XIAOXUE LIU |
|
10,000 |
|
|
|
|
Common Stock |
|
|
| XUE ZHEN LIU |
|
10,000 |
|
|
|
|
Common Stock |
|
|
| YINYIN LIU |
|
10,000 |
|
|
|
|
Common Stock |
|
|
| QIANNAN LONG |
|
10,000 |
|
|
|
|
Common Stock |
|
|
| DAN NOVELL LUO |
|
10,000 |
|
|
|
|
Common Stock |
|
|
| YOUNGHO PAE |
|
10,000 |
|
|
|
|
Common Stock |
|
|
| XIAOLI PAN |
|
10,000 |
|
|
|
|
Common Stock |
|
|
| HONGMEI PENg |
|
10,000 |
|
|
|
|
Common Stock |
|
|
| GUIZHEN QIU |
|
10,000 |
|
|
|
|
Common Stock |
|
|
| YUJUAN SHAO |
|
10,000 |
|
|
|
|
Common Stock |
|
|
| FENG SONG |
|
10,000 |
|
|
|
|
Common Stock |
|
|
| CHUN YING SUN |
|
10,000 |
|
|
|
|
Common Stock |
|
|
| SHU YUN WANG |
|
10,000 |
|
|
|
|
Common Stock |
|
|
ZHUANJIAO WANG
SHIMIN WU |
|
10,000 |
|
|
|
|
Common Stock |
|
|
| XINGYAN WU |
|
10,000 |
|
|
|
|
Common Stock |
|
|
| LIMEI XIE |
|
10,000 |
|
|
|
|
Common Stock |
|
|
| YUYUN XIE |
|
10,000 |
|
|
|
|
Common Stock |
|
|
| BING XU |
|
10,000 |
|
|
|
|
Common Stock |
|
|
| DAIFENG XUE |
|
10,000 |
|
|
|
|
Common Stock |
|
|
| CONGCONG YE |
|
10,000 |
|
|
|
|
Common Stock |
|
|
| LIN YINGJUN |
|
10,000 |
|
|
|
|
Common Stock |
|
|
| XIUJIN YU |
|
10,000 |
|
|
|
|
Common Stock |
|
|
| YAN QIN ZHANG |
|
10,000 |
|
|
|
|
Common Stock |
|
|
| YUAN JUN ZHAO |
|
10,000 |
|
|
|
|
Common Stock |
|
|
| GUANG LIANG ZHEN |
|
10,000 |
|
|
|
|
Common Stock |
|
|
| HUI LING CHEN |
|
10,000 |
|
|
|
|
Common Stock |
|
|
| HONG YUN LI |
|
8,000 |
|
|
|
|
Common Stock |
|
|
| JIE CHEN |
|
7,950 |
|
|
|
|
Common Stock |
|
|
| ERIC H FLETCHER |
|
5,000 |
|
|
|
|
Common Stock |
|
|
| JAUW KIM HOEA |
|
5,000 |
|
|
|
|
Common Stock |
|
|
| RED DOT CAPITAL INC |
|
5,000 |
|
|
|
|
Common Stock |
|
|
| RED DOT MANAGEMENT INC |
|
5,000 |
|
|
|
|
Common Stock |
|
|
| CHEE L LAU |
|
5,000 |
|
|
|
|
Common Stock |
|
|
| GUANG HUA LI |
|
5,000 |
|
|
|
|
Common Stock |
|
|
| XIU LAN QIU |
|
5,000 |
|
|
|
|
Common Stock |
|
|
| STEFANIE GAO YAN |
|
5,000 |
|
|
|
|
Common Stock |
|
|
| HE XIN YANG |
|
5,000 |
|
|
|
|
Common Stock |
|
|
| KEVIN H GAO |
|
4,069 |
|
|
|
|
Common Stock |
|
|
| HE YING SONG |
|
4,000 |
|
|
|
|
Common Stock |
|
|
| MARIO J BALESTRIERI TR |
|
4,000 |
|
|
|
|
Common Stock |
|
|
| HE LI JUN |
|
3,672 |
|
|
|
|
Common Stock |
|
|
| RUO QI CHEN |
|
3,500 |
|
|
|
|
Common Stock |
|
|
| ZHONG PING CHEN |
|
3,000 |
|
|
|
|
Common Stock |
|
|
| YI LING KUO LEUNG |
|
3,000 |
|
|
|
|
Common Stock |
|
|
| CHUN XIU LI |
|
3,000 |
|
|
|
|
Common Stock |
|
|
| FENG LI |
|
3,000 |
|
|
|
|
Common Stock |
|
|
| MARIO J BALESTRIERI FAMILY TRUST |
|
3,000 |
|
|
|
|
Common Stock |
|
|
| SAU MAN WONG |
|
3,000 |
|
|
|
|
Common Stock |
|
|
| LENHART CONSULTING AG |
|
3,000 |
|
|
|
|
Common Stock |
|
|
| WEN BO LIN |
|
2,650 |
|
|
|
|
Common Stock |
|
|
| ZHU XIAN ZHAO |
|
2,500 |
|
|
|
|
Common Stock |
|
|
| AI ZHEN CHEN |
|
2,500 |
|
|
|
|
Common Stock |
|
|
| XIAO FANG LIANG |
|
2,000 |
|
|
|
|
Common Stock |
|
|
| CHUNG HSUAN LIN |
|
2,000 |
|
|
|
|
Common Stock |
|
|
| JASON ZHAO SHENG LUO |
|
2,000 |
|
|
|
|
Common Stock |
|
|
PERSONALVORSORGESTIFTUNG DER MEIER & CIE AG |
|
2,000 |
|
|
|
|
Common Stock |
|
|
| KEPPEL COMMUNICATIONS PTE LTD |
|
1,810 |
|
|
|
|
Common Stock |
|
|
| TONG CHEN |
|
1,663 |
|
|
|
|
Common Stock |
|
|
| PIN REN LI |
|
1,000 |
|
|
|
|
Common Stock |
|
|
| MEI LING ZOU |
|
1,000 |
|
|
|
|
Common Stock |
|
|
| CHIU CHI FAI |
|
1,000 |
|
|
|
|
Common Stock |
|
|
| CHEUNG WAI HA |
|
889 |
|
|
|
|
Common Stock |
|
|
| NG SHUK KING |
|
889 |
|
|
|
|
Common Stock |
|
|
| CHOI WAI KWAN |
|
889 |
|
|
|
|
Common Stock |
|
|
CHAN LAI LING |
|
889 |
|
|
|
|
Common Stock |
|
|
| TANG MAN KUEN MABEL |
|
889 |
|
|
|
|
Common Stock |
|
|
| WONG TAN MING |
|
889 |
|
|
|
|
Common Stock |
|
|
| LUI MING SUN |
|
889 |
|
|
|
|
Common Stock |
|
|
| CHAN CHUN TAK |
|
889 |
|
|
|
|
Common Stock |
|
|
| LEUNG LAI WAH |
|
889 |
|
|
|
|
Common Stock |
|
|
| YIP YIM MING |
|
889 |
|
|
|
|
Common Stock |
|
|
GREGORY S YANKE LAW CORPORATION AS TRUSTEES |
|
888 |
|
|
|
|
Common Stock |
|
|
| 618335 BC LTD |
|
750 |
|
|
|
|
Common Stock |
|
|
| CRYSTAL ZHANG |
|
750 |
|
|
|
|
Common Stock |
|
|
| ANWAR AWAN |
|
750 |
|
|
|
|
Common Stock |
|
|
| DEITRICH HAMPEL |
|
707 |
|
|
|
|
Common Stock |
|
|
| PETER STEURER |
|
696 |
|
|
|
|
Common Stock |
|
|
| ERWIN HEUCHERT |
|
625 |
|
|
|
|
Common Stock |
|
|
| ANDREW CARROL |
|
610 |
|
|
|
|
Common Stock |
|
|
| JOSEF KAELIN |
|
550 |
|
|
|
|
Common Stock |
|
|
| MARIO J BALESTRIERI FAMILY TRUST |
|
500 |
|
|
|
|
Common Stock |
|
|
| WANG YING |
|
500 |
|
|
|
|
Common Stock |
|
|
STANDINGOFFERS.COM INTERNET SERVICES INCORPORATED |
|
500 |
|
|
|
|
Common Stock |
|
|
| INVESTOR COMPANY |
|
390 |
|
|
|
|
Common Stock |
|
|
| ANDY CHU |
|
308 |
|
|
|
|
Common Stock |
|
|
| PATRICK C M CHUNG |
|
300 |
|
|
|
|
Common Stock |
|
|
| ROBERT E CRAWFORD JR |
|
300 |
|
|
|
|
Common Stock |
|
|
| MANULIFE SECURITIES INCORPORATED |
|
300 |
|
|
|
|
Common Stock |
|
|
| E*TRADE CLEARING LLC FBO HUASHENG WANG |
|
300 |
|
|
|
|
Common Stock |
|
|
| ALPHONS BUCHER |
|
262 |
|
|
|
|
Common Stock |
|
|
| GREG G DUREAULT |
|
250 |
|
|
|
|
Common Stock |
|
|
| MAN KIND INTERNATIONAL LTD |
|
250 |
|
|
|
|
Common Stock |
|
|
| MANFRED PUCHNER |
|
250 |
|
|
|
|
Common Stock |
|
|
| DAVID VICKARS |
|
250 |
|
|
|
|
Common Stock |
|
|
| RON MACPHERSON |
|
229 |
|
|
|
|
Common Stock |
|
|
| DIETRICH HAMPEL |
|
225 |
|
|
|
|
Common Stock |
|
|
| ROBERT CRAWFORD |
|
217 |
|
|
|
|
Common Stock |
|
|
| RONALD G MACPHERSON |
|
200 |
|
|
|
|
Common Stock |
|
|
| GABRIELE MOENNING |
|
200 |
|
|
|
|
Common Stock |
|
|
| RAYMOND PAYEUR |
|
200 |
|
|
|
|
Common Stock |
|
|
| ALEXANDER MCDONALD |
|
200 |
|
|
|
|
Common Stock |
|
|
| R K GEDDES |
|
191 |
|
|
|
|
Common Stock |
|
|
| TONY BEUTMUELLER |
|
190 |
|
|
|
|
Common Stock |
|
|
| DR HAMPEL |
|
179 |
|
|
|
|
Common Stock |
|
|
| XIN LIU |
|
165 |
|
|
|
|
Common Stock |
|
|
| RY-BRAND HOLDINGS LTD |
|
150 |
|
|
|
|
Common Stock |
|
|
| XIAO HUA QIN |
|
150 |
|
|
|
|
Common Stock |
|
|
| LIXIN CHENG |
|
150 |
|
|
|
|
Common Stock |
|
|
| ROMAN EISELE |
|
145 |
|
|
|
|
Common Stock |
|
|
| PATRICK M FOX |
|
125 |
|
|
|
|
Common Stock |
|
|
| ERWIN HEUCHERT |
|
125 |
|
|
|
|
Common Stock |
|
|
| BLACKWELL INDUSTRIES 2000 LTD |
|
123 |
|
|
|
|
Common Stock |
|
|
| LAURETTA BELL |
|
113 |
|
|
|
|
Common Stock |
|
|
| ROEL DE HAAS |
|
100 |
|
|
|
|
Common Stock |
|
|
| BABAC IMAMI |
|
100 |
|
|
|
|
Common Stock |
|
|
| ROLF-DIETER MONNING |
|
100 |
|
|
|
|
Common Stock |
|
|
| MARGARITA WOO |
|
100 |
|
|
|
|
Common Stock |
|
|
| DOUG VIDETO |
|
185 |
|
|
|
|
Common Stock |
|
|
| ROBERT GAWALKO |
|
85 |
|
|
|
|
Common Stock |
|
|
| THOMAS GEORG |
|
85 |
|
|
|
|
Common Stock |
|
|
| HANS MACHEREY |
|
75 |
|
|
|
|
Common Stock |
|
|
| RONALD PILKEY |
|
75 |
|
|
|
|
Common Stock |
|
|
| BRUNO GOTTI |
|
74 |
|
|
|
|
Common Stock |
|
|
| PAUL GAWALKO |
|
56 |
|
|
|
|
Common Stock |
|
|
| ERWIN HEUCHERT |
|
50 |
|
|
|
|
Common Stock |
|
|
| DIANNE PINDER |
|
50 |
|
|
|
|
Common Stock |
|
|
| JURGEN SHULTE |
|
50 |
|
|
|
|
Common Stock |
|
|
| TAN UONG |
|
50 |
|
|
|
|
Common Stock |
|
|
| RONALD D WILL |
|
50 |
|
|
|
|
Common Stock |
|
|
| JOHN ARBUCKLE |
|
50 |
|
|
|
|
Common Stock |
|
|
| RICHARD GRUMBIR |
|
43 |
|
|
|
|
Common Stock |
|
|
| ANDY CHOW |
|
35 |
|
|
|
|
Common Stock |
|
|
| LEIF VICKARS |
|
34 |
|
|
|
|
Common Stock |
|
|
| MARK VICKARS |
|
29 |
|
|
|
|
Common Stock |
|
|
| ROBERT WISDEN |
|
29 |
|
|
|
|
Common Stock |
|
|
| NBCN CLEARING INC FBO GLEN BOYD |
|
29 |
|
|
|
|
Common Stock |
|
|
| MICHAEL GAWALKO |
|
25 |
|
|
|
|
Common Stock |
|
|
| JORGEN JAKOBSEN |
|
25 |
|
|
|
|
Common Stock |
|
|
| CHRISTIAN LOCHER |
|
25 |
|
|
|
|
Common Stock |
|
|
| ERIC POLCIN |
|
25 |
|
|
|
|
Common Stock |
|
|
| JOHN SERRA & GLORIA SERRA JTTEN |
|
25 |
|
|
|
|
Common Stock |
|
|
| ANDREW BLAIS |
|
24 |
|
|
|
|
Common Stock |
|
|
| GERALD BLAIS |
|
20 |
|
|
|
|
Common Stock |
|
|
| STEVE BROUGHTON |
|
20 |
|
|
|
|
Common Stock |
|
|
| BONNIE WITTMEIER |
|
20 |
|
|
|
|
Common Stock |
|
|
| WILIAM E MACLEOD |
|
20 |
|
|
|
|
Common Stock |
|
|
| MICHAEL TAMLYN |
|
19 |
|
|
|
|
Common Stock |
|
|
| TIM MACDONALD |
|
17 |
|
|
|
|
Common Stock |
|
|
| BLAINE MCNUTT |
|
15 |
|
|
|
|
Common Stock |
|
|
| STACEY COMBS |
|
15 |
|
|
|
|
Common Stock |
|
|
| TOM O'NEILL |
|
8 |
|
|
|
|
Common Stock |
|
|
| PIERRE BRUNET |
|
8 |
|
|
|
|
Common Stock |
|
|
| DIANE E BELL |
|
2 |
|
|
|
|
Common Stock |
|
|
| JEAN FRANCOIS BRETON |
|
1 |
|
|
|
|
Common Stock |
|
|
JOANNE M BROCKWAY & JULI-ANNE BROCKWAY JTTEN |
|
1 |
|
|
|
|
Common Stock |
|
|
ISLAND CORPORATION
C/O INTERNATIONAL TRUST CO OF NIUE |
|
1 |
|
|
|
|
Common Stock |
|
|
| GARY GOGAL |
|
1 |
|
|
|
|
Common Stock |
|
|
| CHERYL GRANDIN |
|
1 |
|
|
|
|
Common Stock |
|
|
| GEORGE HENDY |
|
1 |
|
|
|
|
Common Stock |
|
|
MARIO L KARCICH & DAPHNE M KARCICH JT TEN |
|
1 |
|
|
|
|
Common Stock |
|
|
THOMAS PATRICK KENNEDY & CLARE G
HOLMGREN JTTEN |
|
1 |
|
|
|
|
Common Stock |
|
|
| 573506 B.C. LTD |
|
1 |
|
|
|
|
Common Stock |
|
|
| CAROLYN OLDERSHAW |
|
1 |
|
|
|
|
Common Stock |
|
|
| PAUL RHODES & CHRISTINE RHODES JTTEN |
|
1 |
|
|
|
|
Common Stock |
|
|
| JAGJIT SINGH SATARA |
|
1 |
|
|
|
|
Common Stock |
|
|
RICHARD KAHRAMON SIMON &
JUDITA GABRIELA MOZES-SIMON JT TEN |
|
1 |
|
|
|
|
Common Stock |
|
|
| ITEM 8. | PLAN OF DISTRIBUTION SELLING STOCKHOLDERS |
The selling stockholder identified below in this prospectus may offer
and sell up to 3,277,416 shares of our common stock, which consists of shares of common stock. The shares of common stock registered
for resale represents approximately 31% of our issued and outstanding shares of common stock, based on the 10,521,335 shares of our issued
and outstanding shares as of August 6, 2024.
We may require the selling stockholders to suspend the sales of the
shares of our common stock being offered pursuant to this prospectus upon the occurrence of any event that makes any statement in this
prospectus or the related registration statement untrue in any material respect or that requires the changing of statements in those
documents in order to make statements in those documents not misleading.
The selling stockholders identified in the table below may from time
to time offer and sell under this prospectus any or all of the shares of common stock described under the column “Shares of Common
Stock Being Offered” in the table below.
Listed shareholders will be deemed to be an underwriter within the
meaning of the Securities Act. Any profits realized by the selling stockholders may be deemed to be underwriting commissions.
We cannot give an estimate as to the number of shares of common stock
that will actually be held by the selling stockholders upon termination of this offering, because the selling stockholders may offer
some or all of the common stock under the offering contemplated by this prospectus or acquire additional shares of common stock. The
total number of shares that may be sold hereunder will not exceed the number of shares offered hereby. Please read the section entitled
“Plan of Distribution” in this prospectus.
The following table sets forth the name of the selling stockholders,
the number of shares of our common stock beneficially owned by such stockholders before this offering, the number of shares to be offered
for such stockholder’s account and the number and (if one percent or more) the percentage of the class to be beneficially owned
by such stockholders after completion of the offering. The number of shares owned are those beneficially owned, as determined under the
rules of the SEC, and such information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules,
beneficial ownership includes any shares of our common stock as to which a person has sole or shared voting power or investment power
and any shares of common stock which the person has the right to acquire within 60 days of August 6, 2024, through the exercise
of any option, warrant or right, through conversion of any security or pursuant to the automatic termination of a power of attorney or
revocation of a trust, discretionary account or similar arrangement, and such shares are deemed to be beneficially owned and outstanding
for computing the share ownership and percentage of the person holding such options, warrants or other rights, but are not deemed outstanding
for computing the percentage of any other person. Beneficial ownership is determined in accordance with Rule 13d-3(d) promulgated by
the SEC under the Exchange Act. The percentage of shares beneficially owned prior to the offering represents 31% outstanding shares as
of August 6, 2024.
Unless otherwise set forth below, (a) the persons and entities named
in the table below have sole voting and sole investment power with respect to the shares set forth opposite the selling stockholder’s
name, subject to community property laws, where applicable, and (b) no selling stockholder had any position, office or other material
relationship within the past three years, with us or with any of our predecessors or affiliates. The number of shares of common stock
shown as beneficially owned before the offering is based on information furnished to us or otherwise based on information available to
us at the timing of the filing of the registration statement of which this prospectus forms a part.
We are registering the Resell Shares to permit the selling stockholders
to conduct public secondary trading of these shares from time to time after the date of this prospectus. We will not receive any of the
proceeds of the sale of the Resell Shares offered by this prospectus.
The selling stockholders and any of their respective pledgees, donees,
assignees, and successors-in-interest may, from time to time, sell any or all of their shares of common stock being offered under this
prospectus on any stock exchange, market or trading facility on which shares of our common stock are traded or in private transactions.
These sales may be at fixed or negotiated prices. The selling stockholders may use any one or more of the following methods when disposing
of shares:
| · | ordinary
brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
| | | |
| · | block
trades in which the broker-dealer will attempt to sell the shares as agent but may position
and resell a portion of the block as principal to facilitate the transaction; |
| | | |
| · |
purchases by a broker-dealer as principal and resales by the broker-dealer for its account; |
| · |
an exchange distribution in accordance with the rules of the applicable exchange; |
| | | |
| · |
privately negotiated transactions; |
| | | |
| · |
broker-dealers may agree with the selling stockholders to sell a specified number of such
shares at a stipulated price per share; |
| | | |
| · |
a combination of any of these methods of sale; and |
| | | |
| · |
any other method permitted pursuant to applicable law. |
The selling stockholders each have the sole and absolute discretion
not to accept any purchase offer or make any sale of shares if such person deems the purchase price to be unsatisfactory at any particular
time.
In connection with these sales, each of the selling stockholders may
enter into hedging transactions with broker-dealers or other financial institutions that in turn may:
| · |
engage in short sales of shares of the common stock in the course of hedging their
positions; |
| | | |
| · |
sell shares of the common stock short and deliver shares of the common stock to close
out short positions; |
| | | |
| · |
loan or pledge shares of the common stock to broker-dealers or other financial institutions
that in turn may sell shares of the common stock; |
| | | |
| · |
enter into option or other transactions with broker-dealers or other financial institutions
that require the delivery to the broker-dealer or other financial institution of shares of
the common stock, which the broker-dealer or other financial institution may resell under
the prospectus; or |
| | | |
| · |
enter into transactions in which a broker-dealer makes purchases as a principal for
resale for its own account or through other types of transactions. |
Broker dealers engaged by any of selling stockholders may arrange
for other brokers dealers to participate in sales. Broker dealers may receive commissions or discounts from the selling stockholders
(or, if any broker dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The selling stockholders
may not expect these commissions and discounts to exceed what is customary in the types of transactions involved. The selling stockholders
may agree to indemnify any underwriter, broker-dealer or agent that participates in transactions involving sales of shares from certain
liabilities, including liabilities arising under the Securities Act.
To our knowledge, there are currently no plans, arrangements or understandings
between any selling stockholders and any underwriter, broker-dealer or agent regarding the sale of the shares by the selling stockholders.
Upon our notification by a selling stockholders that any material arrangement has been entered into with a broker-dealer for the sale
of shares through a block trade, special offering, exchange distribution, secondary distribution or a purchase by an underwriter or broker-dealer,
we will file a post-effective amendment to this registration statement, disclosing certain material information, including the number
of shares being offered, the name or names of any underwriters, dealers or agents, the public offering price, any underwriting discounts
and other items constituting compensation to underwriters, dealers or agents.
Each of the selling stockholders may be deemed an “underwriter,”
and any broker-dealers or agents that are involved in selling the shares offered under this prospectus may be deemed to be “underwriters,”
within the meaning of the Securities Act in connection with these sales. Commissions received by these broker-dealers or agents and any
profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.
Any broker-dealers or agents that are deemed to be underwriters may not sell shares offered under this prospectus unless and until we
set forth the names of the underwriters and the material details of their underwriting arrangements in a supplement to this prospectus
or, if required, in a replacement prospectus included in a post-effective amendment to the registration statement of which this prospectus
is a part.
The selling stockholders and any other persons participating in the
sale or distribution of the shares offered under this prospectus will be subject to applicable provisions of the Exchange Act and the
rules and regulations under that Act, including Regulation M. These provisions may restrict activities and limit the timing of purchases
and sales of any of the shares by the selling stockholder or any other person. Furthermore, under Regulation M, persons engaged in a
distribution of securities are prohibited from simultaneously engaging in market making and other activities with respect to those securities
for a specified period of time prior to the commencement of such distributions, subject to specified exceptions or exemptions. All of
these limitations may affect the marketability of the shares.
If any of the shares of common stock offered for sale pursuant to
this prospectus are transferred other than pursuant to a sale under this prospectus, then subsequent holders could not use this prospectus
until a post-effective amendment or prospectus supplement is filed, naming such holders. We offer no assurance as to whether the selling
stockholder will sell all or any portion of the shares offered under this prospectus.
We have agreed to pay all fees and expenses we incur incident to the
registration of the shares being offered under this prospectus. However, each selling security holder and purchaser are responsible for
paying any discounts, commissions and similar selling expenses they incur.
Since each of the selling stockholder may be deemed to be an “underwriter”
within the meaning of the Securities Act, each Selling Shareholder will be subject to the prospectus delivery requirements of the Securities
Act including Rule 172 thereunder. There is no underwriter or single coordinating broker acting in connection with the proposed sale
of the Resale Shares by the selling stockholders.
We agreed to keep this prospectus and the registration statement which
this prospectus forms a part effective until the earlier to occur of (i) such time as Rule 144 or another similar exemption under the
Securities Act is available for the sale of all the Resale Shares, to the extent the selling stockholders have distributed the Resale
Shares to its respective shareholders, by its respective shareholders, without volume or manner of sale restrictions during a six month
period without registration (ii) all of the Resale Shares have been sold pursuant to this prospectus or Rule 144 under the Securities
Act or any other rule of similar effect. The Resale Shares will be sold only through registered or licensed brokers or dealers if required
under applicable state securities laws. In addition, in certain states, the Resale Shares may not be sold unless they have been registered
or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is
complied with.
Under applicable rules and regulations under the Exchange Act, any
person engaged in the distribution of the Resale Shares may not simultaneously engage in market making activities with respect to the
common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition,
the selling stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including
Regulation M, which may limit the timing of purchases and sales of shares of the Common Stock by any person. We will make copies of this
prospectus available to the selling stockholders and the selling stockholders will need to deliver a copy of this prospectus to each
purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).
The Securities Enforcement and Penny Stock Reform Act of 1990 requires
additional disclosure relating to the market for penny stocks in connection with trades in any stock defined as a penny stock. The Commission
has adopted regulations that generally define a penny stock to be any equity security that has a market price of less than $5 per share,
subject to certain exceptions. Such exceptions include any equity security listed on NASDAQ and any equity security issued by an issuer
that has (i) net tangible assets of at least $2,000,000, if such issuer has been in continuous operation for three years, (ii) net
tangible assets of at least $5,000,000, if such issuer has been in continuous operation for less than three years, or (iii) average
annual revenue of at least $6,000,000, if such issuer has been in continuous operation for less than three years. Unless an exception
is available, the regulations require the delivery, prior to any transaction involving a penny stock, of a disclosure schedule explaining
the penny stock market and the risks associated therewith.
Blue Sky Restrictions on Resale
If any selling stockholder wants to sell shares of our common stock
under this registration statement in the United States, such person will also need to comply with state securities laws, also known as
“Blue Sky laws,” with regard to secondary sales. All states offer a variety of exemption from registration for secondary
sales. Many states, for example, have an exemption for secondary trading of securities registered under Section 12(g) of the Exchange
Act or for securities of issuers that publish continuous disclosure of financial and non-financial information in a recognized securities
manual, such as Standard & Poor’s.
Any person who purchases shares of our common stock from the selling
stockholder under this registration statement who then wants to sell such shares will also have to comply with Blue Sky laws regarding
secondary sales.
| ITEM 9. | DESCRIPTION OF CAPITAL STOCK |
(a) Common.
We are authorized by our Certificate of Incorporation to issue an
aggregate of 500,000,000 shares of capital stock, of which 495,000,000 are shares of Common Stock, Par Value $0.001 per share (the “Common
Stock”) and 5,000,000 are shares of Preferred Stock, Par Value $0.001 per share (the “Preferred Stock”). As of August
6, 2024, there are 10,521,335 shares of Common Stock issued and outstanding.
Common Stock
All outstanding shares of Common Stock are of the same class and have
equal rights and attributes. The holders of Common Stock are entitled to one vote per share on all matter submitted to a vote of stockholders
of the Company. All stockholders are entitled to share equally dividends, if any, as may be declared from time to time by the Board of
Directors out of funds legally available. In the event of liquidation, the holders of Common Stock are entitled to share ratably in all
assets remaining after payment of all liabilities. The stockholders do not have cumulative or preemptive rights.
Preferred Stock
Our Certificate of Incorporation authorizes the issuances of up to
5,000,000 shares of Preferred Stock authorized with designations, rights and preferences determined from time to time by its Board of
Directors. Accordingly, our Board of Directors is empowered, without stockholder approval, to issue Preferred Stock with dividend, liquidation,
conversion, voting, or other rights, which could adversely affect the voting power or, other rights of the holders of the Common Stock.
In the event of issuance, the Preferred Stock could be utilized, under certain circumstances, as a method of discouraging, delaying or
preventing a change in control of the Company.
As of August 6, 2024, there are 1,000,000 shares of Convertible
Series A Preferred Stock authorized and 300,000 shares of Preferred A Stock issued and outstanding.
Each share of Convertible Series A Preferred Stock shall be convertible,
at the option of the holder, into 1,000 fully paid and non-assessable shares of the Company’s Common Stock. In addition, holders
of the Convertible Series A Preferred Stock shall be entitled to vote on any and all matters considered and voted upon by the Company’s
Common Stock. The holder is entitled to 1,000 Common Share votes for every 1 share of Convertible Series A Preferred Stock.
In the event of any liquidation, dissolution or winding up of the
Corporation, either voluntary or involuntary, after setting apart or paying in full the preferential amounts due to Holders of senior
capital stock, if any, the Holders of Series A Stock and parity capital stock, if any, shall be entitled to receive, prior and in preference
to any distribution of any of the assets or surplus funds of the Corporation to the Holders of junior capital stock, including Common
Stock, an amount equal to $.0001 per share [the "Liquidation Preference"]. If upon such liquidation, dissolution or winding
up of the Corporation, the assets of the Corporation available for distribution to the Holders of the Series A Stock and parity capital
stock, if any, shall be insufficient to permit in full the payment of the Liquidation Preference, then all such assets of the Corporation
shall be distributed ratably among the Holders of the Series A Stock and parity capital stock, if any. Neither the consolidation or merger
of the Corporation nor the sale, lease or transfer by the Corporation of all or a part of its assets shall be deemed a liquidation, dissolution
or winding up.
The description of certain matters relating to the securities of the
Company is a summary and is qualified in its entirely by the provisions of the Company’s By-laws copies of which have been filed
as exhibits to this Form S-1.
Section 13 of our By-laws state the following;
Section 13 Super
Majority Votes: Motions on the following issues shall require the vote of at least sixty-five percent (65%) of the Stockholders to
carry:
| |
A. |
Amending these By-Laws; |
| |
|
|
| |
B |
Capital Contributions; |
| |
|
|
| |
C |
Removal of the Director or any Officer; |
| |
|
|
| |
D. |
Issuing New Shares of stock; |
| |
|
|
| |
E. |
Issuing New Classes of Shares; |
| |
|
|
| |
F. |
Terminating or rejecting the defense or indemnity of any Director,
Officer, agent, or employee; and |
| |
|
|
| |
G. |
Terminating, Dissolving, or winding down the business affairs of the Corporation or liquidating
more than half of the assets and property of the Corporation. |
Our Preferred A shareholder has over 65% of the voting shares and
will carry the necessary votes to determine the outcome for all of the above-mentioned actions.
Section 15 of our By-laws state the following;
Section 15 Stock Transfer
Restrictions. A Stockholder contemplating a sale or transfer of any shares of Stock in the Corporation to any third party shall first
provide written Notice of Intent to Sell Stock to the Board and all the other Stockholders which shall include the name of the proposed
purchaser and the full terms and conditions of the proposed sale. The other Stockholders shall have thirty (30) days from Notice of Intent
to Sell Stock to give written Notice of Intent to Purchase Stock on the same terms and conditions as set forth in the Notice of Intent
to Sell Stock.
If no Stockholder gives Notice of Intent to Purchase
Stock within thirty (30) days, then the Stockholder may sell as set forth in the Notice of Intent to Sell Stock provided that a majority
of the remaining Stockholders approve the sale or transfer to the proposed third-party purchaser.
Any purported sale or transfer
of shares of Stock in the Corporation undertaken without compliance with all the provisions of Section 15 shall be void and without effect.
Any potential purchaser of shares of Stock in
the Corporation Buyer shall be advised of the restrictions imposed by these By-Laws and Nevada law, including but not limited to Chapters
78, 78A, and 90 of the Nevada Revised Statutes.
Under Section 78.242 of the Nevada Revised Statutes, this provision
applies to the holders of restricted stock that has not been registered in is being sold or transferred in a private sale. It is the
policy of our Board to review the private sale and approve the sale if all required documentation is in order. The majority stockholder
must also approve the sale. In this case, it is our Preferred A Stock shareholder, who is also our sole officer and director.
(b) Debt Securities.
None.
(c) Other Securities To Be Registered.
None.
(d) Holders.
As of August 6, 2024, there are approximately
292 holders of an aggregate of 10,521,335 shares of our Common Stock issued and outstanding.
As of August 6, 2024, there is 1 holder of 300,000
shares of our Convertible Series A Preferred Stock issued and outstanding.
(d) Dividends.
We have not paid any cash dividends to date and do not anticipate
or contemplate paying dividends in the foreseeable future. It is the president intention of management to utilize all available funds
for the development of the Registrant’s business.
(f) Securities authorized for issuance under equity compensation plans.
None.
Governing Documents that May Have an Antitakeover Effect
Certain provisions of our Articles of Incorporation, as amended, the
Certificate of Designations for the Series of Preferred Stock and our Bylaws (as amended, the “Bylaws”), could discourage
or make it more difficult to accomplish a proxy contest, change in our management or the acquisition of control by a holder of a substantial
amount of our voting stock.
Our Articles of Incorporation provides that our Board has the authority
to issue additional series of preferred stock and fix such designations, powers, preferences and rights and the qualifications thereof
without further vote by our stockholders. Preferred stock may have the effect of delaying, deferring or preventing a change in control
of the Company without further action by the stockholders and may adversely affect the voting and other rights of the holders of our
Common Stock.
Transfer Agent and Registrar
The transfer agent and registrar for the common stock is Pacific Stock
Transfer, 6725 Via Austi Parkway, Suite 300, Las Vegas, NV 89119.
Market Information
Our common stock price is quoted on the OTC Markets Pink Current under
the symbol “IVHI”.
| ITEM 10. | INTERESTS OF NAMED EXPERTS AND COUNSEL |
LEGAL MATTERS
The validity of the shares being offered hereby has been passed upon
by the law firm of Allen Tucci, Esq., Archer & Greiner, P.C, LLP, Philadelphia, PA.
EXPERTS
The audited consolidated financial statements of the Company as of
December 31, 2023 and 2022 included in this prospectus have been audited by Michael Gillespie & Associates, PLLC who is an independent
registered public accounting firm, as set forth in their report appearing elsewhere herein, and are included herein in reliance upon
such report given upon the authority of said firm as experts in auditing and accounting.
INTERESTS OF NAMED EXPERTS
AND COUNSEL
No expert or counsel named in this prospectus as having prepared or
certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal
matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive,
in connection with the offering, a substantial interest, direct or indirect, in the registrant or any of its parents or subsidiaries.
Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter,
voting trustee, director, officer, or employee.
| ITEM 11. | INFORMATION WITH RESPECT TO THE REGISTRANT |
MANAGEMENT’S DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-Looking Statements
This prospectus contains “forward-looking statements.”
All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state
securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the
plans, strategies and objections of management for future operations; any statements concerning proposed new services, products or developments;
any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying
any of the foregoing.
Forward-looking statements may include the words “may,”
“could,” “estimate,” “intend,” “continue,” “believe,” “expect”
or “anticipate” or other similar words. These forward-looking statements represent our estimates and assumptions only as
of the date of this prospectus. Accordingly, readers are cautioned not to place undue reliance on forward-looking statements, which speak
only as of the dates on which they are made. Except as required by applicable law, we undertake no obligation to publicly update any
forward-looking statements, whether as a result of new information, future events or otherwise, even if experience or future changes
make it clear that any projected results or events expressed or implied therein will not be realized. You are advised, however, to consult
any further disclosures we make in future public filings, statements and press releases.
Forward-looking statements in this prospectus include express or implied
statements concerning our future revenues, expenditures, capital and funding requirements; the adequacy of our current cash and working
capital to fund present and planned operations and financing needs; our proposed expansion of, and demand for, product offerings; the
growth of our business and operations through acquisitions or otherwise; and future economic and other conditions both generally and
in our specific geographic and product markets. These statements are based on currently available operating, financial and competitive
information and are subject to various risks, uncertainties and assumptions that could cause actual results to differ materially from
those anticipated or implied in the forward-looking statements due to a number of factors including, but not limited to, those set forth
below in the section entitled “Risk Factors” in this prospectus, which you should carefully read. Given
those risks, uncertainties and other factors, many of which are beyond our control, you should not place undue reliance on these forward-looking
statements. You should be prepared to accept any and all of the risks associated with purchasing any securities of our company, including
the possible loss of all of your investment.
In this prospectus, unless otherwise specified, all references to
“common shares” refer to the shares of our common shares in our capital stock.
The discussion and analysis of our financial condition and results
of operations are based on our financial statements, which we have prepared in accordance with accounting principles generally accepted
in the United States of America. The preparation of these condensed consolidated financial statements requires us to make estimates and
assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the
date of the condensed consolidated financial statements, as well as the reported revenues and expenses during the reporting periods.
On an ongoing basis, we evaluate estimates and judgments, including those described in greater detail below. We base our estimates on
historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form
the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual
results may differ from these estimates under different assumptions or conditions.
Overview
Upon effectiveness of this Registration Statement, we will file with
the SEC annual and quarterly information and other reports that are specified in the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), and SEC regulations. Thus, we will need to ensure that we will have the ability to prepare, on a timely
basis, financial statements that comply with SEC reporting requirements following the effectiveness of this registration statement. We
will also become subject to other reporting and corporate governance requirements, including the listing standards of any securities
exchange upon which we may list our Common Stock, and the provisions of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”),
and the regulations promulgated hereunder, which impose significant compliance obligations upon us. As a public company, we will be required,
among other things, to:
| |
· |
Prepare and distribute reports and other stockholder communications in compliance with our obligations
under the federal securities laws and the applicable national securities exchange listing rules; |
| |
|
|
| |
· |
Define and expand the roles and the duties of our Board of Directors and its committees; |
| |
|
|
| |
· |
Institute more comprehensive compliance, investor relations and internal audit functions; |
| |
|
|
| |
· |
Involve and retain outside legal counsel and accountants in connection with the activities listed
above. |
Management for each year commencing with the year ending December
31, 2023, must assess the adequacy of our internal control over financial reporting. Our internal control over financial reporting will
be required to meet the standards required by Section 404 of the Sarbanes-Oxley Act. We will incur additional costs in order to improve
our internal control over financial reporting and comply with Section 404, including increased auditing and legal fees and costs associated
with hiring additional accounting and administrative staff. Ultimately, our efforts may not be adequate to comply with the requirements
of Section 404. If we are unable to implement and maintain adequate internal control over financial reporting or otherwise to comply
with Section 404, we may be unable to report financial information on a timely basis, may suffer adverse regulatory consequences, may
have violations of the applicable national securities exchange listing rules, and may breach covenants under our credit facilities.
The significant obligations related to being a public company will
continue to require a significant commitment of additional resources and management oversight that will increase our costs and might
place a strain on our systems and resources. As a result, our management’s attention might be diverted from other business concerns.
In addition, we might not be successful in implementing and maintaining controls and procedures that comply with these requirements.
If we fail to maintain an effective internal control environment or to comply with the numerous legal and regulatory requirements imposed
on public companies, we could make material errors in, and be required to restate, our financial statements. Any such restatement could
result in a loss of public confidence in the reliability of our financial statements and sanctions imposed on us by the SEC.
Invech Holdings, Inc. is development stage company. Our business model
is regulatory compliance consulting for public companies and possible acquisitions of operating companies in the public company compliance
industry. In summary, IVHI is focused on raising capital for its business model. As of this filing, we have not raised any capital.
Our Company was previously a shell company, and, as of January 21,
2023, has changed its status to a non-shell company. We believe IVHI qualifies as a non-shell company as defined by the SEC given all
applicable criteria. Specifically, the Company is active in pursuing and growing its business, showing tangible success in that regard,
owns non-nominal assets, has employees, and has active and ongoing contracts and operations each of material importance, as further detailed
below. In addition, the Company signed a Consulting Service Agreement with Invech Consulting Corporation to market IVHI to prospective
clients and preparing compliance documents for those clients.
The SEC, in Release No. 33-8869 (the “Release”), defines
a “shell company” to mean a registrant, other than an asset-backed issuer, that has:
No or nominal operations; and
Either:
·
No or nominal assets;
·
Assets consisting solely of cash and cash equivalents; or
·
Assets consisting of any amount of cash and cash equivalents and nominal other assets; or
This does not include a development stage
company pursuing an actual business, a business combination related shell company, as defined in Rule 405, or an asset-backed issuer,
as defined in Item 1101(b) of Regulation S-K [AB].
We are considered
a development stage company, given all applicable criteria as described below. The definition above uses the word “and” after
no or nominal operations, a company must have “no or nominal operations” before the analysis even gets to “no or nominal
assets”. In other words, if a company can prove it has more than nominal operations, it cannot be considered a shell company as
defined in the Release.
In the Release,
several commenters were concerned that the definition of a shell company set forth above would capture virtually every company during
its start-up phase and that the definition was therefore too broad. The SEC specifically addressed this situation in footnote 172 to
the Release by saying, in applicable part:
Contrary to
commenters’ concerns, Rule 144(i)(1)(i) is not intended to capture a “startup company,” or in other words, a company
with a limited operating history, in the definition of a reporting or non-reporting shell company, as we believe that such a company
does not meet the condition of having “no or nominal operations.”
One can carry
out an analysis of a startup company’s business activities during its “limited operating history” to determine whether
the company has engaged in activities that are, at a minimum, sufficient to manifest a strong commitment to developing a legitimate business.
These activities include, but are not limited to, the following:
| · | entering
into agreements with customers, vendors, manufacturers, etc.; |
| · | filing
patent, trademark, and copyright applications with respect to the company’s intellectual
property; |
| · | executing
license or sublicense agreements with respect to the company’s intellectual property; |
| · | entering
into product development agreements or similar agreements for the development of a product
or service; |
| · | hiring
employees; and |
| · | incurring
material operating expenses such as research and development expenses; |
Given these
criteria, the Company cannot be considered a shell company. We are incurring material operating expenses and service expenses relating
to drafting compliance documents and marketing our services to potential clients. Our officer and director, Rhonda Keaveney, has extensive
experience in public company compliance. In addition, we have incurred material expenses in the operation of our business, such accountant
expenses, legal expenses, research expenses, annual state registration expenses, subscription to online disclosure sites and so forth.
These, and other elements of our operating status as further described below, show that we indeed are and have “engaged in activities
that are, at a minimum, sufficient to manifest a strong commitment to developing a legitimate business.” It is our assertion that
since January 21, 2023, Invech Holdings, Inc. has not been a shell company.
On January
21, 2023, Invech Holdings, Inc., a Nevada corporation, executed a Share Purchase Agreement, whereby, Small Cap Compliance, LLC purchased
300,000 shares of the Company’s Preferred A Stock. Small Cap Compliance, LLC became the majority shareholder and SCC’s sole
owner, Rhonda Keaveney, was appointed officer and director of IHVI.
At this time
IVHI revised its business model to utilize the expertise of its officer and director to implement a new business plan of regulatory compliance
consulting for public companies. Services include FINRA corporate filings, drafting incorporation and corporate documents, drafting OTC
Markets Disclosure Statements, and general public company compliance. The Company will act as an outside consulting firm for these services.
Our Business Strategy and Products and Services
The Company is engaged in public company compliance. Microcap public
company compliance is increasingly important and expanding after amendments to Rule 15c2-11. The amendments were adopted to enhance investor
protection by requiring that microcap public companies, specifically pink sheet companies listed on OTC Markets, to become more transparent
via expanded regulatory compliance.
We provide regulatory compliance services relating to OTC Markets,
FINRA and the SEC. Our services include the following:
Our Services
| |
· |
SEC reporting (8K, 10Q, 10K, form 10 registration, S1 registration, Super
8K, SEC letters) |
| |
· |
FINRA reporting (corporate actions, 15c2-11 filings) |
| |
· |
OTC Markets reporting (alternative reporting disclosure statements) |
| |
· |
Public disclosures (Press releases) |
| |
· |
Other services |
The Company is conducting business in the following areas of compliance:
| |
· |
Microcap pink current companies |
| |
· |
Grey market caveat emptor companies |
| |
· |
OTCQB companies |
The analysis
will be undertaken by or under the supervision of our management. As of the date of this filing, we have not entered into any definitive
agreements for a merger candidate. In our continued efforts to maximize our business plan, we intend to consider the following factors:
| |
· |
Potential for growth, indicated by anticipated market expansion or new
technology |
| |
· |
Competitive position as compared to other businesses of similar size and
experience within our contemplated segment as well as within the industry as a whole |
| |
· |
Strength and diversity of management, and the accessibility of required
management expertise, personnel, services, professional assistance and other required items |
| |
· |
Capital requirements and anticipated availability of required funds, to
be provided by the Company or from operations, through the sale of additional securities or convertible debt, through joint ventures
or similar arrangements or from other sources |
| |
· |
The extent to which the business opportunity can be advanced in our marketplace;
and |
| |
· |
Amendments to compliance rules |
Use of Estimates
The preparation of financial statements in conformity with U.S. generally
accepted accounting principles (GAAP) requires us 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 reported periods. Significant estimates include the value of share-based payments. Amounts could materially change
in the future.
RESULTS OF OPERATIONS
Three Months Ended March 31, 2024
Working Capital
| | |
March 31,
2024
$ | |
December 31,
2024
$ |
| Current Assets | |
| – | | |
| 7,000 | |
| Current Liabilities | |
| 63,092 | | |
| 40,475 | |
| Working Capital (Deficit) | |
| (63,092 | ) | |
| (33,475 | ) |
Cash Flows
| | |
March 31,
2024
$ | |
March 31,
2023
$ |
| Cash Flows used in Operating Activities | |
| (29,617 | ) | |
| (22,739 | ) |
| Cash Flows used in Investing Activities | |
| – | | |
| – | |
| Cash Flows from Financing Activities | |
| 22,617 | | |
| 62,739 | |
| Net change in Cash During Year | |
| 7,000 | | |
| 40,000 | |
Operating Revenues
During the three months ended March 31, 2024, the Company recorded
revenues of $0 compared to revenues of $0 during the year ended December 31, 2023.
Operating Expenses and Net Loss
During the three months ended March 31, 2024, the Company recorded
operating expenses of $29,617 compared to $22,79 during the year ended December 31, 2023, an increase of $6,888. The increase in operating
expenses for 2024 was due to auditor fees, OTC Markets fee, transfer agent fees, and legal fees.
For the year ended March 31, 2024, the Company recorded a loss per
share of $0.01 as compared to $0.00 during the year ended December 31, 2023.
Liquidity and Capital Resources
As of March 31, 2024, the Company had cash of $0 and total assets
of $0 compared to cash of $7,000 and total assets of $7,000 as of December 31, 2023.
As of March 31, 2024, the Company had total liabilities of $63,092
compared with total liabilities of $40,475 at December 31, 2023. The Company incurred liabilities during the year ending 2023 due to
auditor fees, OTC Markets fee, transfer agent fees, and legal fees.
As of March 31, 2024, the Company had a working capital deficit of
$63,092 compared with a working capital of $33,475 as of December 31, 2023.
During the three months ended March 31, 2024, the Company issued 0
common shares.
Cash Flows from Operating Activities
During the three months ended March 31, 2024, the Company used $29,617
of cash for operating activities compared with $22,739 of cash for operating activities during the three months ended March 31, 2023.
Cash Flows from Investing Activities
During the three months ended March 31, 2024, the Company received
$0 of cash for investing activities compared to the incurrence of $0 from investing activities during the three months ended March 31,
2023. During fiscal 2023, the Company’s focus was on locating a suitable business merger candidate.
Cash Flows from Financing Activities
During the three months ended March 31, 2024, the Company received
$22,617 of proceeds from financing activities compared to proceeds of $62,739 during the three months ended March 31, 2023.
Going Concern
The Company has not attained profitable operations and is dependent
upon obtaining financing to pursue any extensive acquisitions and activities. During the three months ended March 31, 2024, the Company
incurred a net loss of $29,617 and used cash of $29,617 for operating activities. As of March 31, 2024, the Company had a working capital
deficit of $63,092 and an accumulated deficit of $276,207. These factors raise substantial doubt regarding the Company’s ability
to continue as a going concern. The audited financial statements included in this Form S-1 does not include any adjustments to
the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the
Company be unable to continue as a going concern.
Off-Balance Sheet Arrangements
The Company does not have any off-balance sheet arrangements.
Future Financings
We will continue to rely on equity sales of our common shares in order
to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is
no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund planned
acquisitions and exploration activities.
Critical Accounting Policies
Our financial statements and accompanying notes have been prepared
in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial
statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the reporting periods.
We regularly evaluate the accounting policies and estimates that we
use to prepare our financial statements. A complete summary of these policies is included in the notes to our financial statements. The
preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of
assets, liabilities, revenue and expenses and related disclosures of contingent liabilities. On an on-going basis, we evaluate our estimates.
We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances,
the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent
from other sources. Actual results may differ from these estimates under different assumptions or conditions.
Recently Issued Accounting Pronouncements
The Company has implemented all new 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.
Contractual Obligations
We are a smaller reporting company as defined by Rule 12b-2 of the
Securities Exchange Act of 1934 and are not required to provide the information under this item.
Restatement
Per ASC 250-10 Accounting Changes and Error Corrections,
the financial statements for the three months ended March 31, 2024 and the year ended December 31, 2023, are being restated to make adjustments
to the balance sheet accounts as described below.
RESULTS OF OPERATIONS
Year Ended December 31, 2023
Working Capital
| | |
December 31,
2023
$ | | |
December 31,
2022
$ | |
| Current Assets | |
| 7,000 | | |
| – | |
| Current Liabilities | |
| 40,475 | | |
| – | |
| Working Capital (Deficit) | |
| (33,641 | ) | |
| – | |
Cash Flows
| | |
December 31,
2023
$ | | |
December 31,
2022
$ | |
| Cash Flows used in Operating Activities | |
| 63,641 | | |
| – | |
| Cash Flows used in Investing Activities | |
| – | | |
| – | |
| Cash Flows from Financing Activities | |
| 70,641 | | |
| – | |
| Net change in Cash During Year | |
| 7,000 | | |
| – | |
Operating Revenues
During the year ended December 31, 2023, the Company recorded revenues
of $0 compared to revenues of $0 during the year ended December 31, 2022.
Operating Expenses and Net Loss
During the year ended December 31, 2023, the Company recorded operating
expenses of $64,641 compared to $0 during the year ended December 31, 2022, an increase of $64,641. The increase in operating expenses
for 2023 was due to auditor fees, OTC Markets fee, transfer agent fees, and legal fees.
Net loss for the year ended December 31, 2023, was $64,641 as compared
with $0 during the year ended December 31, 2022.
For the year ended December 31, 2023, the Company recorded a loss
per share of $0.01 as compared to $0.00 during the year ended December 31, 2022.
Liquidity and Capital Resources
As of December 31, 2023, the Company had cash of $7,000 and total
assets of $0 compared to cash of $7,000 and total assets of $0 as of December 31, 2022.
As of December 31, 2023, the Company had total liabilities of $40,475
compared with total liabilities of $9,834 at December 31, 2022. The Company incurred no liabilities during the year ending 2023 due to
auditor fees, OTC Markets fee, transfer agent fees, and legal fees.
As of December 31, 2023, the Company had a working capital deficit
of $33,641 compared with a working capital of $0 as of December 31, 2022.
During the year ended December 31, 2023, the Company issued 0 common
shares.
Cash Flows from Operating Activities
During the year ended December 31, 2023, the Company used $63,641
of cash for operating activities compared with $0 of cash for operating activities during the year ended December 31, 2022.
Cash Flows from Investing Activities
During the year ended December 31, 2023, the Company received $0 of
cash for investing activities compared to the incurrence of $0 from investing activities during the year ended December 31, 2022. During
fiscal 2023, the Company’s focus was on locating a suitable business merger candidate.
Cash Flows from Financing Activities
During the year ended December 31, 2023, the Company received $70,641
of proceeds from financing activities compared to proceeds of $0 during the year ended December 31, 2022.
Going Concern
The Company has not attained profitable operations and is dependent
upon obtaining financing to pursue any extensive acquisitions and activities. During the year ended December 31, 2023, the Company incurred
a net loss of $64,641 and used cash of $63,641 for operating activities. As of December 31, 2023, the Company had a working capital deficit
of $33,641 and an accumulated deficit of $246,590. These factors raise substantial doubt regarding the Company’s ability to continue
as a going concern. The audited financial statements included in this Form S-1 does not include any adjustments to the recoverability
and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to
continue as a going concern.
Off-Balance Sheet Arrangements
The Company does not have any off-balance sheet arrangements.
Future Financings
We will continue to rely on equity sales of our common shares in order
to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is
no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund planned
acquisitions and exploration activities.
Critical Accounting Policies
Our financial statements and accompanying notes have been prepared
in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial
statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the reporting periods.
We regularly evaluate the accounting policies and estimates that we
use to prepare our financial statements. A complete summary of these policies is included in the notes to our financial statements. The
preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of
assets, liabilities, revenue and expenses and related disclosures of contingent liabilities. On an on-going basis, we evaluate our estimates.
We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances,
the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent
from other sources. Actual results may differ from these estimates under different assumptions or conditions.
Recently Issued Accounting Pronouncements
The Company has implemented all new 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.
Contractual Obligations
We are a smaller reporting company as defined by Rule 12b-2 of the
Securities Exchange Act of 1934 and are not required to provide the information under this item.
Restatement
Per ASC 250-10 Accounting Changes and Error Corrections, the financial
statements for the three months ended March 31, 2024 and the year ended December 31, 2023, are being restated to make adjustments to
the balance sheet accounts as described below
DESCRIPTION OF BUSINESS
Corporate History
Invech Holdings, Inc. (OTC “IVHI”) was incorporated under
the laws of the State of Nevada on December 17, 1998, as Explore Technologies, Inc.
In 1996, the Company filed a Form D under Rule 504 (b)(1)(iii) in
2013 and subsequently filed Form 10SB to register its common stock in 2002. The company became delinquent in its financials reporting
in 2005 and filed a Form 15-12G in 2006 to terminate their registration. The Company subsequently filed the delinquent reports and remains
non reporting. IVHI is currently filing financial reports under OTC Markets Alternative Reporting Standards.
The company was a natural resource company engaged in the acquisition,
exploration and development of mineral properties. On May 17, 2002, the Company filed an amendment to its Articles of Incorporation and
changed its name to Pan Asia Communications Corp.
On March 18, 2003, the Company changed its name to Hubei Pharmaceutical
Group, Ltd., and to Amersin Life Sciences Corporation on January 6, 2005. On March 22, 2007, the Company changed its name to Golden Tech
Group, Ltd and to MegaWin Investments, Inc. on February 21, 2018. Finally, the Company changed its name to Invech Holdings, Inc. on July
19, 2018.
The Company has entered into a merger agreement on May 23, 2000, with
Cashsurfers, Inc., an Internet based technology business. The Company was obligated to raise in
excess of $2,500,000 by the private placement of the Company's common stock as a condition of completion of the merger. The proceeds
of the private placement would be used to fund the operation and development of the Cashsurfers business.On July 24, 2000, the
agreement was terminated because the Company was unable to raise sufficient capital required under the merger agreement and was unable
to make payment to Cashsurfers under the terms of the agreement. As a result of the merger and subsequent termination was dilution of
stock ownership percentage for our existing shareholders, increased debt, and loss of our business model.
On October 5, 2000, the Company entered into an Acquisition Agreement
with UWANTCASH.com, Inc. whereby the Company acquired 100% of the issued and outstanding common and preferred shares of UWANTCASH.com,
Inc. in exchange for five million shares of common stock in IVHI. The acquisition agreement was terminated on December 6, 2000. The Company
has no operations at that time. As a result of the termination of a second merger within a six-month period, our stock was further diluted,
and our debt increased because we had no operations.
In 2001 the Company effected a 1 for 10 reverse stock split and on
May 15, 2002, the Company entered into an agreement to acquire the Access Network Limited subsidiary of VOIP Telecom, Inc., in exchange
for the issuance of 8,000,000 shares to shareholders and owners of Access stock and an additional 4,000,000 shares to Keppel Corp. to
extinguish a debt due by Access to Keppel. In addition, IVHI issued 2,00,000 shares as a finder’s fee. Shortly after, the Company
completed a rescission agreement whereby the acquisition was cancelled. All company shares issued for debt settlements were cancelled.
On March 17, 2003, the Company acquired the majority interest in Hubei
Pharmaceutical Co. Ltd. The Company issued 22,000,000 common shares resulting in a change in control.
On September 10th, 2004, the Company entered into material
agreement, to sell its 57.14% controlling interest in the Hubei Pharmaceutical Co. Ltd. At that time the Company was engaged in the acquisition
and vertical integration of operating subsidiaries and controlling joint venture interests in China to include all facets of pharmaceutical
life sciences from raw materials through dosage form production and distribution. In October 2005, the Company terminated its participation
in the Hubei Tongji Benda Ebei Pharmaceutical Co. Ltd. joint venture in Hubei Province, China. As a result of the termination of the
merger, our stock was further diluted, and our debt increased because we had no operations.
Due to multiple
mergers and termination of those mergers, have historically generated negative cash flow and losses from operations and could experience
negative cash flow and losses from operations in the future. As a result
of multiple mergers and termination of such mergers, the Company has accumulated
liabilities and has not generated any revenue. In the past, the Company filed Form S-8s to register stock for issuance in lieu of cash
payment to employees and consultants. In addition, the Company raised money with convertible debentures. As a result, our shareholders
have been diluted, and our stock price has been volatile, and the future of our business and continued operations are uncertain.
Business operations for Invech Holdings, Inc. were abandoned in 2007
and its Nevada registration was revoked. A custodianship action, as described in the subsequent paragraph, was commenced in 2017.
Small Cap Compliance, LLC attempted to contact the Company’s
officers and directors through letters, emails, and phone calls, with no success.
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.
January 2018, the Custodian appointed Robert Chin as sole officer
and director.
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. See appointment and termination of custodianship
court orders attached as an Exhibit.
Small Cap Compliance, LLC is controlled by Rhonda Keaveney, its sole
member.
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.
During the year ended December
31, 2023, the Company granted 1,000,000 shares of common stock to SCC for consulting services, for total non-cash expense of $1,000.
Our Present Business
IVHI is company in the public company compliance industry. We specialize
in drafting regulatory documents and consulting for public companies. Our services include FINRA corporate filings, drafting incorporation
and corporate documents, drafting OTC Markets Disclosure Statements, and general public company compliance. IVHI acts as an outside consulting
firm for these services.
We provide the following services to small cap public companies.
FINRA Corporate Actions:
| · | Name
change |
| · | Form
15c2-11 |
| · | Reverse
stock splits |
| · | Symbol
change |
| · | Mergers |
| · | Domicile
change |
SEC Reporting
| · | Edgar
filings including 10Q, 10K, 8K |
| · | Form
10 and S-1 |
| · | SEC
comment letters |
OTC Markets
| · | Disclosure
Statements |
| · | Legal
opinions |
| · | Caveat
Emptor removal |
| · | Drafting
financials |
| · | Uplisting
to OTCQB and Nasdaq |
Incorporating Companies
| · | Formation
of new companies |
| · | Redomicile |
| · | File
annual reports |
| · | File
amendments |
Internal Compliance
| · | Drafting
board minutes |
| · | Drafting
by-laws |
| · | Drafting
Articles of Incorporation |
| · | Drafting
M & A and divestiture documents |
In applying the foregoing criteria, management will attempt to analyze
all factors and circumstances and make a determination based upon reasonable investigative measures and available data. Due to our limited
capital available for investigation, we may not discover or adequately evaluate adverse facts about the opportunity to be acquired. Additionally,
we will be competing against other entities that may have greater financial, technical, and managerial capabilities for identifying and
expanding our business.
We anticipate that new business opportunities will be made available
to us through personal contacts of our directors, officers and principal stockholders, professional advisors, broker-dealers, venture
capitalists, members of the financial community and others who may present unsolicited proposals. In certain cases, we may agree to pay
a finder’s fee or to otherwise compensate the persons who introduce the Company to business opportunities in which we participate.
We expect that our due diligence will encompass, among other things,
meetings with incumbent management of the target business and inspection of its facilities, as necessary, as well as a review of financial
and other information, which is made available to the Company. This due diligence review will be conducted either by our management or
by third parties we may engage. We anticipate that we may rely on the issuance of our common stock in lieu of cash payments for services
or expenses related to any analysis.
We may incur time and costs required to select and evaluate our business
structure and expand our business, which cannot presently be determined with any degree of certainty. Any costs incurred with respect
to the indemnification and evaluation of a prospective business that is not ultimately completed may result in a loss to the Company.
These fees may include legal costs, accounting costs, finder’s fees, consultant’s fees and other related expenses. We have
no present arrangements for any of these types of fees.
We anticipate that the investigation of specific business opportunities
and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial
management time and attention and substantial cost for accountants, attorneys, consultants, and others. Costs may be incurred in the
investigation process, which may not be recoverable. Furthermore, even if an agreement is reached for the participation in a specific
business opportunity, the failure to consummate that transaction may result in a loss to the Company of the related costs incurred.
On September 10, 2023, IVHI executed a Consulting Service Agreement
(“Agreement”) with Invech Consulting Corporation (“ICC’) whereby ICC will market IVHI to prospective clients
and draft the documents for public company compliance in exchange for 1,000,000 shares of the Company’s restricted common stock.
As of this filing, there have be 0 shares issued. The Agreement is attached as an Exhibit.
Competition
Our company is competing with other companies and consultants in the
microcap public company compliance industry, our competition includes larger firms and sole consulting persons that specialize in compliance.
In addition, it will be difficult to get into some public companies as they have counsel on retainer to draft documents relating to compliance.
We will compete in markets where more established companies, with larger budgets and more staff, can offer more services. We expect that
the quantity and composition of our competitive environment will continue to evolve as the industry changes. Additionally, increased
competition is possible to the extent that new companies enter the marketplace as a result of continued expansion into new geographies.
We believe that diligently establishing and expanding our business on new platforms such as Instagram and Facebook will establish us
in this industry. Additionally, we expect that establishing our service offerings on new platforms are factors that mitigate the risk
associated with operating in a developing competitive environment. Additionally, the contemporaneous growth of the industry as a whole
will result in new competitors entering the marketplace.
We are competing in the microcap public company compliance industry;
growth will be accomplished through the advertising, email campaigns, and referrals from current clients.
Achieving this growth will increase development costs and the cost
of our services. In turn, we may not be able to meet the competitive price point dictated by the market and our competitors.
Again, these are forward looking statements and not an indication
of past performance. There is no guarantee that we will profit from our current business model and have no merger candidates as of the
time of this filing.
Revenue Generation
We generate revenue by preparing compliance documents for public companies.
Revenues are generated through the preparation of SEC regulation documents such as S-1 filings, Form 10 filings, and 8-K filings, FINRA
Corporate Action filings and OTC Markets filings.
Operations
Our company is headquartered in Scottsdale, Arizona, where our executive,
administrative and operational management are based. To date, the Company has begun implementing its business plan and is attempting
to secure additional funding to continue expansion of our services and products. The Company has not had any significant revenues
generated from its business operations since inception. Until the Company is able to generate any consistent and significant revenue,
it may be required to raise additional funds by way of equity or debt financing.
Our Market
Microcap public company compliance is increasingly important and expanding
after amendments to Rule 15c2-11. The amendments were adopted to enhance investor protection by requiring that microcap public companies,
specifically pink sheet companies listed on OTC Markets, to become more transparent via expanded regulatory compliance.
Intellectual Property
We do not have any proprietary technology, know-how or intellectual
property.
Dependence on Key Customers
We do not expect to be dependent on any key customers.
Effect of Existing or Probable Governmental Regulations on the
Business
Upon effectiveness of this Form S-1, we will be subject to the Exchange
Act and the Sarbanes-Oxley Act of 2002. Under the Exchange Act, we will be required to file with the SEC annual reports on Form 10-K,
quarterly reports on Form 10-Q and current reports on Form 8-K. The Sarbanes-Oxley Act creates a strong and independent accounting oversight
board to oversee the conduct of auditors of public companies and to strengthen auditor independence. It also (1) requires steps be taken
to enhance the direct responsibility of senior members of management for financial reporting and for the quality of financial disclosures
made by public companies; (2) establishes clear statutory rules to limit, and to expose to public view, possible conflicts of interest
affecting securities analysts; (3) creates guidelines for audit committee members’ appointment, and compensation and oversight
of the work of public companies’ auditors; (4) prohibits certain insider trading during pension fund blackout periods; and (5)
establishes a federal crime of securities fraud, among other provisions.
Employees
The Company currently has one executive officer. Rhonda Keaveney.
Ms. Keaveney serves as Chief Executive Officer and Chief Financial Officer.
Ms. Keaveney is the sole member of the former custodian, Small Cap
Compliance, LLC and sole shareholder in Invech Consulting Corporation.
Management of the Company expects to use consultants, attorneys and
accountants as necessary, and it is not expected that Invech Holdings, Inc. will have any full-time or other employees, except as may
be the result of completing a transaction that would expand the Company.
Seasonality of Business
There is no seasonality with respect to our business or major fluctuations
in monthly demand.
Environmental Matters
There are no environmental matters concerning our business model.
Legal Proceedings
We know of no material, existing or pending legal proceedings against
our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which
our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest
adverse to our interest.
Property
Invech Holdings, Inc. does not currently own property.
MARKET FOR OUR COMMON
STOCK
Our stock quote is currently listed on OTC Markets. The market for
our stock is uncertain at this time. Our stock is not eligible for proprietary broker-dealer quotations. All quotes in our stock reflect
unsolicited customer orders. Unsolicited-Only stocks have a higher risk of wider spreads, increased volatility, and price dislocations.
Investors may have difficulty selling this stock. An initial review by a broker-dealer under SEC Rule15c2-11 is required for brokers
to publish competing quotes and provide continuous market making. Our securities could be particularly illiquid due to being listed on
this market and that if we remain on the Pink Current Information, it could impede a potential merger, acquisition, reverse merger or
our current business pursuant to which the company could cease to be an operating company.
DIRECTORS AND EXECUTIVE
OFFICERS
Our Officers and directors and additional information concerning them
are as follows:
Rhonda Keaveney, J.D., Chief Executive Officer (age 57)
Rhonda L. Keaveney is the Founder and Managing Member of Small Cap
Compliance, LLC, a securities compliance firm specializing in micro-cap public companies. Ms. Keaveney founded Small Cap Compliance,
LLC in 2014 and has been her principal employment since inception. Her experience includes securities compliance, reverse mergers, custodian
shells, OTC Markets filings and company reorg.
Ms. Keaveney has been appointed custodian of several public entities
in her position with Small Cap Compliance, LLC. Her duties as custodian require Ms. Keaveney to rehabilitate a microcap company that
is disrepair. These duties include state filings to reinstate the company, bringing the company current with their transfer agent, holding
shareholder meetings, appointing officer and directors, negotiating company debt, general day to day management and compliance.
Ms. Keaveney’s experience with custodian entities is a great
fit for the position of sole officer, director, and executive officer of Invech Holdings, Inc. She has extensive knowledge of microcap
companies that require regulatory compliance. Ms. Keaveney has experience in drafting registration statements (S-1 and Form 10) and regulatory
compliance (Edgar filings, OTC Markets filings, FINRA corporate actions, internal company controls, daily management of public companies).
Ms. Keaveney has worked in the public company industry for over 20
years and has extensive experience in rehabilitating administratively abandoned public companies and mergers and acquisitions.
Ms Keaveney started in the industry as stockbroker in 1993, Series
7 and 63 licensed. After working for several boutique brokerage firms, she moved into the role of compliance officer in 1996, holding
a Series 24 license and managed brokers for mutual fund and annuity companies.
After her role as compliance officer, Ms. Keaveney held the position
of COO for an OTCBB company, MotorSports Emporium, Inc., from 2005 through 2008. She managed the financial accounting department and
maintained SEC compliance for the company. Since then, she has acted as Interim CEO for several OTC Pinks companies and assisted in reorganization
of these entities.
After law school Ms. Keaveney also holds a Juris Doctor degree and
worked as an independent contractor for the State of Arizona in 2013. She was assigned to state appointed attorneys and assisted in preparation
and trying of cases.
At this time Ms. Keaveney is CEO, Director, Secretary and Treasurer
of the following custodian companies. Ms. Keaveney was appointed as custodian through her company Small Cap Compliance, LLC. The custodianships
have been terminated for all companies listed below.
Adsouth Partners, Inc. Custodian appointment June 21, 2023, termination
date September 5, 2023
XSport Global, Inc. Custodian termination date March 29, 2022
Invech Holdings, Inc. (non-custodian entity, purchased control block
of stock on 1/21/2023)
Small Cap Compliance, LLC and Rhonda Keaveney are not considered a
promoter for Invech Holdings, Inc. under the meaning of Securities Act Rule 405(1)(ii).
There are potential conflicts when managing multiple public companies:
| |
· |
Finding a suitable merger candidate or developing a business |
| |
|
|
| |
· |
Continuing to fund these companies by paying transfer agent fees, audit and accounting fees, and
attorney fees |
| |
|
|
| |
· |
Time management |
| |
|
|
| |
· |
Maintaining regulatory compliance for companies |
| |
|
|
| |
· |
Small Cap Compliance, LLC is majority shareholder for these companies |
Ms. Keaveney is the sole director of IVHI. Ms. Keaveney has experience
in servicing as director of several public companies, as listed below. In her role as director for each of these companies, Ms. Keaveney
was responsible for implementing and assessing the company’s operating plan. This entailed the following:
| |
· |
financial literacy in assisting auditors and accountants in preparing financials (filing financial
reports with OTC Markets and the SEC) |
| |
|
|
| |
· |
extensive knowledge of compliance regulation in administration of daily management matters for
public companies (drafting board minutes, negotiating with creditors, compliance with transfer agent regulation, regulatory compliance) |
| |
|
|
| |
· |
corporate governance experience that supports transparency and protection of shareholder interests
(holding shareholder meetings, posting financial reports and disclosure statements, filing Form 10s and working with outside counsel
to maintain compliance) |
| |
|
|
| |
· |
knowledge and experience of the specific state statutes that govern board governance for each company
that Ms. Keaveney is director (each state has its own statutes that require public companies comply with state of incorporation rules) |
| |
|
|
| |
· |
experience in drafting board of director documents and compliance with the differing state statutes
|
| |
|
|
| |
· |
hiring outside contractors to maintain compliance and transparency (attorneys, auditors, accountants) |
Small Cap Compliance, LLC/Ms. Keaveney are no longer
associated with the companies listed below, except for the companies listed above. The custodianships have been terminated for all companies
listed below.
CUSTODIAN COMPANIES
| COURT |
COMPANY
NAME
TICKER |
CUSTODIAN
APPOINTMENT/
DISCHARGE
RELATIONSHIP |
BUSINESS
COMBINATION
ENGAGEMENT |
FILED
OFFERINGS
REGISTRATION
UNDER THE SECURITIES ACT |
DATE
OF ASSOCIATION TERMINATION
TRANSACTION TYPE
PRICE AND ENTITY
|
SMALL
CAP COMPLIANCE, LLC RETAINED EQUITY AFTER TRANSACTION |
| 8th
Judicial District Court, Clark County Nevada |
Adsouth
Partners, Inc.
ASPR |
06/21/23-9/05/23
Custodian
CEO, Director
|
Microcap
public company compliance |
None |
N/A |
N/A
as of this filing |
| 9th
Judicial Circuit Court, Orange County, Florida |
Vestiage,
Inc.VEST |
5/26/22-8/30/22
Custodian
CEO, Director |
Event
Planning for Gyms |
None |
August
25, 2023, Stock Purchase Agreement $335,00
Well Profit Holdings, Ltd. |
None |
| 9th
Judicial Circuit Court, Orange County, Florida |
NuOncology
Labs, Inc.
NLAB |
10/1/21-12/9/21
Custodian
CEO, Director |
None |
None |
4/1/22,
Stock Purchase Agreement
$230,000, Individual |
None |
| 1st
Judicial District Court, Laramie County, Wyoming |
XSport
Global, Inc.
XSPT |
06/28/21-03/29/22
Custodian
CEO, Director |
None |
None |
N/A |
None |
| 2nd
Judicial District Court, Denver County, Colorado |
Consolidated
Capital of North America Inc. CDNO |
1/28/21-4/19/21
Custodian
CEO, Director |
None |
None |
02/10/21
Stock Purchase Agreement
$60,000, Individual |
None |
| 20th
Judicial District Court, Boulder County, Colorado |
Megalith
Corp. MEGH |
1/28/21-4/15/21
Custodian
CEO, Director |
None |
None |
02/10/21
Stock Purchase Agreement
$60,000, Individual |
None |
| 2nd
Judicial District Court, Denver County, State of Colorado |
Commodore
International Corp. CDRL |
11/19/20-8/17/20
Custodian
CEO, Director |
None |
None |
07/13/20
Stock Purchase Agreement
$45,000, Individual |
None |
| 1st
Judicial District Court, Laramie County, Wyoming |
PURIO,
Inc.
PURO |
11/16/17-1/17/18
Custodian |
None |
None |
12/6/17
Stock Purchase Agreement
$28,000, Individual |
None |
| 1st
Judicial District Court, Laramie County, Wyoming |
Soligen
Technologies, Inc.
SGTN |
3/22/18-12/19/18
Custodian |
None |
None |
4/10/18
Stock Purchase Agreement
$20,000, Individual |
None |
| 1st
Judicial District Court, Laramie County, Wyoming |
China
Healthcare Crop. CHNL |
6/26/18-12/3/18
Custodian |
None |
None |
7/25/18
Stock Purchase Agreement
$75,000, Individual |
None |
| 1st
Judicial District Court, Laramie County, Wyoming |
Cirmaker
Technologies Corp.
CRKT |
9/27/19-3/25/20
Custodian
CEO, Director |
None |
None |
12/6/17
Stock Purchase Agreement
$40,000, Bridgeview Capital |
None |
| 2nd
Judicial Circuit Court, Leon County, Florida |
China
Teletch Holding Inc.
CNCT |
10/27/21-3/18/20
Custodian
CEO, Director |
None |
None |
11/2/20
Stock Purchase Agreement
$80,000, World Capital Hldg. |
None |
| 11th
Judicial Circuit Court, Miami-Dade County, Florida |
Liberty International Holding
Corp LIHC |
12/16/20-5/5/21
Custodian |
None |
None |
1/8/21
Stock Purchase Agreement
$40,000 Supplement Group,Ltd |
None |
| 8th
Judicial District Court, Clark County Nevada |
LaSalle Brands
Corp. LSAL |
8/28.18-3/19/19
Custodian |
None |
None |
12/6/18
Stock Purchase Agreement
$45,000, Individual |
None |
| 8th
Judicial District Court, Clark County Nevada |
Biologix
Hair Inc.
BGLX
|
1/28/19-3/28/19
Custodian |
None |
None |
12/9/21
Stock Purchase Agreement
$37,000, Bridgeview Capital Partners |
None |
| 8th
Judicial District Court, Clark County Nevada |
National Graphite Corp. NGRC |
3/25/19-5/21/19
Custodian |
None |
None |
2/19/20
Stock Purchase Agreement
$40,000, Individual |
None |
| 8th
Judicial District Court, Clark County Nevada |
Starstream
Entertainment, Inc.
SSET |
8/26/19-10/30/19
Custodian |
None |
None |
17/23/19
Stock Purchase Agreement
$48,000, Individual |
None |
| 8th
Judicial District Court, Clark County Nevada |
Maxwell Resources Inc. MAXE |
6/10/19-8/19/19
Custodian |
None |
None |
12/9/21
Stock Purchase Agreement
$38,000, Individual |
None |
| 8th
Judicial District Court, Clark County Nevada |
The Evermedia Group EVRM |
2/17/20-3/25/29
Custodian
CEO, Director |
None |
None |
1/20/20
Stock Purchase Agreement
$44,000, Individual |
None |
| 8th
Judicial District Court, Clark County Nevada |
China Changjiang Mining &
New Entergy Co CHJI |
3/3/20-5/18/20
Custodian
CEO, Director |
None |
None |
8/23/20
Stock Purchase Agreement
$37,000, Bridgeview Capital Partners |
None |
| 8th
Judicial District Court, Clark County Nevada |
Nhale Inc. NHLE |
03/1/21-4/8/21
Custodian
CEO, Director |
None |
None |
12/9/21
Stock Purchase Agreement
$37,000, Bridgeview Capital Partners |
None |
| 8th
Judicial District Court, Clark County Nevada |
American Rolling Co. Inc.
MNGG |
6/9/21-6/16/22
Custodian |
None |
None |
N/A |
None |
EDUCATION AND CREDENTIALS
J.D., Northwestern California School of Law, 2011
B.S.L., Northwestern California School of Law, 2008
Project Management Master Certificate, Villanova University
Terms of Office
The Company’s director was appointed on January
23, 2023. The Director and Officers shall be elected by the Stockholders of the Corporation in an election conducted by the Secretary.
The Director and Officers shall serve annual terms automatically renewed unless an election is called.
The Company’s directors hold office after the expiration of
his or her term until his or her successor is elected and qualified, or until he or she resigns or are removed in accordance with the
Company’s Bylaws and the provisions of the Nevada Revised Statutes.
Director Independence
There are no family relationships among any of our directors or executive
officers.
Involvement in Certain Legal Proceedings
During the past ten years, no director, executive officer, promoter
or control person of the Company has been involved in the following:
| 1. | A petition under the Federal bankruptcy laws
or any state insolvency law which was filed by or against, or a receiver, fiscal agent or
similar officer was appointed by a court for the business or property of such person, or
any partnership in which he was a general partner at or within two years before the time
of such filing, or any corporation or business association of which he was an executive officer
at or within two years before the time of such filing; |
| 2. | Such person was convicted in a criminal proceeding
or is a named subject of a pending criminal proceeding (excluding traffic violations and
other minor offenses); |
| 3. | Such person was the subject of any order, judgment,
or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining him from, or otherwise limiting, the following activities: |
| 4. | Acting as a futures commission merchant, introducing
broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction
merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated
person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer
in securities, or as an affiliated person, director or employee of any investment company,
bank, savings and loan association or insurance company, or engaging in or continuing any
conduct or practice in connection with such activity; |
| 5. | Such person was found by a court of competent
jurisdiction in a civil action or by the Commission to have violated any Federal or State
securities law, and the judgment in such civil action or finding by the Commission has not
been subsequently reversed, suspended, or vacated; |
| 6. | Such person was found by a court of competent
jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated
any Federal commodities law, and the judgment in such civil action or finding by the Commodity
Futures Trading Commission has not been subsequently reversed, suspended or vacated; |
| 7. | Such person was the subject of, or a party to,
any Federal or State judicial or administrative order, judgment, decree, or finding, not
subsequently reversed, suspended or vacated, relating to an alleged violation of: |
| i. | Any Federal or State securities or commodities
law or regulation; or |
| ii. | Any law or regulation respecting financial
institutions or insurance companies including, but not limited to, a temporary or permanent
injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent
cease-and-desist order, or removal or prohibition order; or |
| iii. | Any law or regulation prohibiting mail or
wire fraud or fraud in connection with any business entity. |
| 8. | Any law or regulation prohibiting mail or wire
fraud or fraud in connection with any business entity. |
Such person was the subject of, or a party to, any sanction
or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the
Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))),
or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated
with a member.
Meetings and Committees of the Board
The Company does not have an audit committee or an audit committee
financial expert (as defined in Item 407 of Regulation S-K) serving on its Board of Directors. All current members of the Board of Directors
lack sufficient financial expertise for overseeing financial reporting responsibilities. The Company has not yet employed an audit
committee financial expert on its Board due to the inability to attract such a person.
The Company intends to establish an audit committee of the board of
directors, which will consist of independent directors. The audit committee's duties will be to recommend to the Company's board of directors
the engagement of an independent registered public accounting firm to audit the Company's financial statements and to review the Company's
accounting and auditing principles. The audit committee will review the scope, timing and fees for the annual audit and the results of
audit examinations performed by the internal auditors and independent registered public accounting firm, including their recommendations
to improve the system of accounting and internal controls. The audit committee will at all times be composed exclusively of directors
who are, in the opinion of the Company's board of directors, free from any relationship which would interfere with the exercise of independent
judgment as a committee member and who possess an understanding of financial statements and generally accepted accounting principles.
Family Relationships
There are no family relationships between or among the directors,
executive officers or persons nominated or chosen by us to become directors or executive officers.
Code of Ethics
Our Board of Directors has not adopted a code of ethics due to the
fact that we presently only have one director who also serves as the sole executive officer of the Company and the Board of Directors
chose not to reduce to writing standards designed to deter wrongdoing and promote honest and ethical conduct. The Board of Directors
believes that the Company's small size and the limited number of personnel who are responsible for its operations make a formal Code
of Ethics unnecessary. We anticipate that we will adopt a code of ethics when we increase either the number of our directors and officers
or the number of our employees.
Nomination of Directors
As of August 6, 2024, we had not effected any material changes
to the procedures by which our stockholders may recommend nominees to our board of directors. Our board of directors does not have a
policy with regards to the consideration of any director candidates recommended by our stockholders. Our board of directors has determined
that it is in the best position to evaluate our company’s requirements as well as the qualifications of each candidate when our
board considers a nominee for a position on our board of directors. If stockholders wish to recommend candidates directly to our board,
they may do so by sending communications to the president of our Company at the address of our executive offices.
Section 16(a) Beneficial Ownership Reporting
Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires our
directors and executive officers and persons who beneficially own more than ten percent of a registered class of our equity securities
to file with the SEC initial reports of ownership and reports of change in ownership of common stock and other equity securities of the
Company. Officers, directors and greater than ten percent stockholders are required by SEC regulations to furnish us with copies of all
Section 16(a) forms they file. Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to us under Rule 16a-3(e)
during the year ended December 31, 2023, and the representations made by the reporting persons to us, we believe that during the year
ended December 31, 2023, our executive officers and directors and all persons who own more than ten percent of a registered class of
our equity securities complied with all Section 16(a) filing requirements.
EXECUTIVE COMPENSATION
The following table sets forth the compensation paid to our executive
officers during the twelve-month periods ended December 31, 2023 and 2022:
| Name and Principal Position |
Year |
Salary |
Bonus |
Stock
Awards |
Option
Awards |
Nonequity
incentive plan compensation |
Nonqualified
deferred compensation earnings |
| Zhilian Wu, CEO |
2022 and 2023 |
0 |
0 |
0 |
0 |
0 |
0 |
| Dong Chen, Director |
2022 and 2023 |
0 |
0 |
0 |
0 |
0 |
0 |
| Rhonda
Keaveney |
2023 |
0 |
0 |
0 |
0 |
0 |
0 |
Narrative Disclosure to Summary Compensation Table
There are no employment contracts, compensatory plans or arrangements,
including payments to be received from the Company with respect to any executive officer, that would result in payments to such person
because of his or her resignation, retirement or other termination of employment with the Company, or its subsidiaries, any change in
control, or a change in the person's responsibilities following a change in control of the Company.
Outstanding Equity Awards at Fiscal Year-End
The Company has not issued any equity compensation any officer or
director.
Long-Term Incentive Plans
There are no arrangements or plans in which we provide pension, retirement
or similar benefits for directors or executive officers.
Compensation Committee
We currently do not have a compensation committee of the Board of
Directors. The Board of Directors as a whole determines executive compensation.
Compensation of Directors
Our directors receive no extra compensation for their service on our
Board of Directors.
CERTAIN RELATIONSHIPS
AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Regulation S-K, Item 4, Section C require the disclosure of transactions
with related persons since the beginning of the registrant's last fiscal year, or any currently proposed transaction, in which the registrant was
or is to be a participant and the amount involved exceeds $120,000, and in which any related person had or will have a direct or indirect
material interest.
We have two outstanding loans with the following related persons:
As of this filing, the company borrowed $53,258 from Small
Cap Compliance, LLC to pay company debt which includes transfer agent fees and accounting fees.
SCC is the majority shareholder of Invech Holdings, Inc. and Rhonda
Keaveney, our Company’s sole officer and director, is also the owner of SCC.
The Company borrowed $4,443 from Robert Chin, former officer and
director, to pay company debt which included transfer agent fees and annual registration fees to the state of Nevada. Mr. Chin is no
longer an affiliate of the Company and holds 250,000 shares of Common Stock.
These loans bear no interest, are not convertible into the Company’s
stock, has no maturity date and is payable upon demand.
During the year ended December
31, 2023, the Company granted 1,000,000 shares of common stock to SCC for consulting services, for total non-cash expense of $1,000.
Regulation S-K, Item 4, Section C require disclosure of promoters
and certain control persons for registrants that are filing a registration statement on Form S-1 under the Exchange Act and that had
a promoter at any time during the past five fiscal years shall:
(i) State the names of the promoter(s), the nature
and amount of anything of value (including money, property, contracts, options or rights of any kind) received or to be received by each
promoter, directly or indirectly, from the registrant and the nature and amount of any assets, services or other consideration therefore
received or to be received by the registrant; and
(ii) As to any assets acquired or to be acquired
by the registrant from a promoter, state the amount at which the assets were acquired or are to be acquired and the principle followed
or to be followed in determining such amount, and identify the persons making the determination and their relationship, if any, with
the registrant or any promoter. If the assets were acquired by the promoter within two years prior to their transfer to the registrant,
also state the cost thereof to the promoter.
Small Cap Compliance, LLC is not considered a promoter under the meaning
of Securities Act Rule 405(1)(ii).
Under Regulation S-K Item 404(c)(2) Registrants shall provide the
disclosure required by paragraphs (c)(1)(i) and (c)(1)(ii) of this Item as to any person who acquired control of a registrant that is
a shell company, or any person that is part of a group, consisting of two or more persons that agree to act together for the purpose
of acquiring, holding, voting or disposing of equity securities of a registrant, that acquired control of a registrant that is a shell
company.
At the time SCC purchased the control block of Preferred A Stock,
IVHI was a shell company. In accordance with S-K 404(c)(2) paragraphs (c)(1)(i) and (c)(1)(ii), the following information is being disclosed.
However, as discussed below, IVHI is no longer considered a shell company.
Rhonda Keaveney has been appointed as custodian to many companies
in the states of Nevada, Wyoming, Colorado and Florida. As custodian, Ms. Keaveney, through her company, Small Cap Compliance, LLC has
rehabilitated many companies, including IVHI. The only potential conflict in working with, and acting as officer and director, of multiple
companies is the amount of time Ms. Keaveney has to spend on the daily operations of each company. The custodian companies have no operations.
Ms. Keaveney reinstates each company with its state of domicile, files Form 10s or OTC Markets financial statements, pays certain outstanding
company bills and searches for a suitable merger candidate or business combination for each company.
The potential for conflict is low but not zero. Ms. Keaveney does
not employ any investor relations firms to promote any of her companies and focuses on making each company compliant with relevant regulatory
agencies. The investors should be aware that Small Cap Compliance, LLC is the majority shareholder for each company and Ms. Keaveney
is the only officer, director and executive director for IVHI. These companies have usually been abandoned and the stock is illiquid.
The investors could lose some or all of their investment due to these factors.
Under Regulation S-K Item 404(c)(2) Registrants shall provide the
disclosure required by paragraphs (c)(1)(i) and (c)(1)(ii) of this Item as to any person who acquired control of a registrant that is
a shell company, or any person that is part of a group, consisting of two or more persons that agree to act together for the purpose
of acquiring, holding, voting or disposing of equity securities of a registrant, that acquired control of a registrant that is a shell
company.
Rhonda Keaveney is our CEO and President. She is not deemed to be
independent under applicable rules. We have not established any committees of the Board of Directors. We have only one individual serving
as director, officer, and executive officer.
IVHI is no
longer a shell company as discussed in detail in Item 2. We are incurring material operating expenses and development expenses relating
to regulatory compliance for public companies and marketing our services. In addition, we have incurred material expenses in the operation
of our business, such as travel costs, audit expenses, and so forth. These, and other elements of our operating status show that we indeed
are and have “engaged in activities that are, at a minimum, sufficient to manifest a strong commitment to developing a legitimate
business.” It is our assertion that since January 21, 2023, IVHI has not been a shell company.
Regulation S-K, Item 404(d)(1) requires that small reporting companies,
as defined by § 229.10(f)(1), disclose the acquisition of an entity as it related to a related-party transaction.
Ms. Keaveney is sole shareholder and sole officer and director of
Invech Consulting Corporation (“ICC”). IVHI executed a consulting service agreement with ICC.
The terms of the Consulting Services Agreement dated September 10,
2023, is as follows:
ICC will Market public company compliance services to prospective
clients. In addition, ICC will draft compliance documents on behalf of IHVI for public companies and compensate IVHI for those services.
In exchange for public company compliance services, ICC will receive
1,000,000 shares of IVHI restricted public shares for 6 months of service. These shares will be paid on March 10, 2024. The service contract
is to be reviewed in 12 months. As of this filing, no shares have been issued.
Except as set forth above, there have been no
related party transactions, or any other transactions or relationships required to be disclosed.
Security
Ownership of Certain Beneficial Owners and Management
The following table sets forth, as of August 6, 2024, the number
of shares of common stock owned of record and beneficially by our executive officer, director and persons who beneficially own more than
5% of the outstanding shares of our common stock.
| Name and Address of
Beneficial Owner |
|
Amount
and
Nature of
Beneficial Ownership |
|
Percentage
of Class |
|
| |
|
|
|
|
|
Kenny Lau
Unit 1501 Hollywood Plaza
610 Nathan Road
Kowloon, Hong Kong |
|
740,000 Restricted Common Shares |
|
7.77% |
|
| Name and Address of
Management Ownership |
|
Amount
and
Nature of
Beneficial Ownership |
|
Percentage
of Class |
|
| |
|
|
|
|
|
| Small Cap Compliance, LLC* |
|
300,000 Series A Convertible Preferred Stock** |
|
100% |
|
| Rhonda Keaveney, Sole Officer and Director |
|
|
|
|
|
PO Box 26496
Scottsdale, AZ 85255 |
|
1,000,000 Restricted Common Stock |
|
9.5% |
|
| Collective Management
Ownership |
|
Amount
and
Nature of
Beneficial Ownership |
|
Percentage
of Class |
|
| |
|
|
|
|
|
| Officer & Director, Rhonda Keaveney* |
|
0 shares |
|
|
|
*Rhonda Keaveney is the sole owner of Small Cap Compliance, LLC, sole
officer and director for IVHI. Miss Keaveney is sole shareholder of the common shares in Invech Consulting Corporation, the Company’s
subsidiary.
** Each share of Series A Stock shall be convertible, at the option
of the Holder, into 1,000 (One Thousand) fully paid and non-assessable shares of the Corporation's Common Stock and the Holders of the
Series A Stock shall be entitled to 1,000 (One Thousand) votes per share of Series A Stock.
As long as Small Cap Compliance, LLC owns the shares of Preferred
A Stock, it will have the majority of the voting power of the company stock outstanding.
| ITEM 11A. | MATERIAL CHANGES |
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.
On September 10, 2023, IVHI executed a Consulting Service Agreement
(“Agreement”) with Invech Consulting Corporation (“ICC’) whereby ICC will market IVHI to prospective clients
and draft the documents for public company compliance in exchange for 1,000,000 shares of the Company’s restricted common stock.
As of this filing, 0 shares have been issued. The Agreement is attached as an Exhibit.
During the year ended December
31, 2023, the Company granted 1,000,000 shares of common stock to SCC for consulting services, for total non-cash expense of $1,000.
| ITEM 12A. | DISCLOSURE OF COMMISSION POSITION
ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES |
Our Articles of Incorporation contain provisions that limit the liability
of our directors for monetary damages to the fullest extent permitted by Nevada law. Consequently, our directors will not be personally
liable to us or our stockholders for monetary damages for any breach of fiduciary duties as directors, except liability for (a) acts
or omissions which involve intentional misconduct, fraud or a knowing violation of law; or (b) the payment of dividends in violation
of Nevada Revised Statutes (N.R.S.) 78.300.
Our Articles of Incorporation and Bylaws provide that we are required
to indemnify our directors and officers, in each case to the fullest extent permitted under the Nevada Revised Statutes. Our Bylaws also
provide that Director, Officers, and all agents or employees shall be defended and indemnified by the Corporation against all claims
relating to the course and scope of their duty or duties to the Corporation. The Corporation shall have no duty to indemnify or defend
the Director, Officers, agents, or employees from claims of gross negligence, criminal negligence, intentional misconduct, and/or fraud.
The limitation of liability and indemnification provisions in our
Articles of Incorporation and Bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary
duties. They may also reduce the likelihood of derivative litigation against directors and officers, even though an action, if successful,
might benefit us and our stockholders. A stockholder’s investment may be harmed to the extent we pay the costs of settlement and
damage awards against directors and officers pursuant to these indemnification provisions. Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions,
or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. There is no pending litigation or proceeding naming any of our directors, officers or employees
as to which indemnification is being sought, nor are we aware of any pending or threatened litigation that may result in claims for indemnification
by any director, officer or employee.
LEGAL MATTERS
The validity of the shares being offered hereby has been passed upon
by the law firm of Archer & Greiner P.C., Salt Philadelphia, PA.
EXPERTS
The audited consolidated financial statements of the Company as of
December 31, 2023 and 2022 included in this prospectus have been audited by Michael Gillespie & Associates, PLLC, who is an independent
registered public accounting firm, as set forth in their report appearing elsewhere herein, and are included herein in reliance upon
such report given upon the authority of said firm as experts in auditing and accounting.
| ITEM 13. | OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION |
The following table sets forth the various costs and expenses payable
by us in connection with the sale of the securities being registered. All such costs and expenses shall be borne by us. Except for the
SEC registration fee, all the amounts shown are estimates.
| | |
Amount
to be Paid | |
| SEC registration fee | |
| 110.20 | |
| Legal fees and expenses | |
| 2,000.00 | |
| Accounting fees and expenses | |
| 33,000.00 | |
| Printing and miscellaneous expenses | |
| 20,000.00 | |
| Total | |
| 54,110.20 | |
| ITEM 14. | INDEMNIFICATION OF DIRECTORS AND OFFICERS |
(1) Insofar as indemnification for liabilities
arising under the Securities Act may be permitted as to directors, officers and controlling persons of the registrant pursuant to the
provisions described in Item 14, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes:
(2) To file, during any period in which offers
or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing,
any increases or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective
registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information
in the registration statement.
(3) That, for the purpose of determining any
liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof.
(4) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(5) That, for the purpose of determining liability
of the registrant under the Securities Act to any purchaser, each prospectus and prospectus supplement filed pursuant to Rule 424(b)
as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses
filed in reliance on Rule 430A (§230.430A of this chapter), shall be deemed to be part of and included in the registration statement
as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement
or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into
the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of
sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part
of the registration statement or made in any such document immediately prior to such date of first use.
(6) That, for the purpose of determining liability
of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:
The undersigned registrant undertakes that in
a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting
method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following
communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities
to such purchaser: (i) any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be
filed pursuant to Rule 424; (ii) any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant
or used or referred to by the undersigned registrant; (iii) the portion of any other free writing prospectus relating to the offering
containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant;
and (iv) any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
| ITEM 15. | RECENT SALES OF UNREGISTERED SECURITIES |
Small Cap Compliance, LLC was issued 300,000 shares of Preferred A
Stock on January 25, 2023 for the purchase price of $40,000 and 1,000,000 shares of Restricted Common Stock on September 12, 2023 for
consulting services. Small Cap Compliance, LLC is owned by Ms. Keaveney, the only officer, director and executive officer of IVHI.
These shares were issued under Section 4(a)(2) of the Securities Act
of 1933.
Series A Stock is convertible as follows:
Each share of Series A Stock shall be convertible, at the option of
the Holder, into 1,000 (One Thousand) fully paid and non-assessable shares of the Corporation's Common Stock and the Holders of the Series
A Stock shall be entitled to 1,000 (One Thousand) votes per share of Series A Stock
WHERE YOU CAN FIND MORE
INFORMATION
We have filed with the Securities and Exchange Commission, Washington,
D.C. 20549, under the Securities Act of 1933, a registration statement on Form S-1 relating to the shares offered hereby. This prospectus
does not contain all of the information set forth in the registration statement and the exhibits and schedules thereto. For further information
with respect to our company and the shares offered by this prospectus, you should refer to the registration statement, including the
exhibits and schedules thereto. You may inspect a copy of the registration statement without charge at the Public Reference Section of
the Securities and Exchange Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549. The public may obtain information
on the operation of the Public Reference Room by calling the Securities and Exchange Commission. The Securities and Exchange Commission
also maintains an Internet site that contains reports, proxy and information statements and other information regarding registrants that
file electronically with the Securities and Exchange Commission. The Securities and Exchange Commission’s World Wide Web address
is http://www.sec.gov.
Statements contained in this prospectus as to the contents of any
contract or other document that we have filed as an exhibit to the registration statement are qualified in their entirety by reference
to the exhibits for a complete statement of their terms and conditions.
The representations, warranties and covenants made by us in any agreement
that is filed as an exhibit to the registration statement of which this prospectus is a part were made solely for the benefit of the
parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should
not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were made
as of an earlier date. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing
the current state of our affairs.
We file periodic reports, proxy statements and other information with
the Securities and Exchange Commission in accordance with requirements of the Exchange Act. These periodic reports, proxy statements
and other information are available for inspection and copying at the regional offices, public reference facilities and Internet site
of the Securities and Exchange Commission referred to above. You can also request copies of such documents, free of charge, by contacting
the company at 972-221-4080.
Information contained on our website is not a prospectus and does
not constitute a part of this prospectus.
| ITEM 16. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES |
INVECH HOLDINGS, INC.
CONSOLIDATED FINANCIAL
STATEMENTS
REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
MICHAEL GILLESPIE & ASSOCIATES, PLLC
CERTIFIED PUBLIC ACCOUNTANTS
Vancouver, WA 98666
206.353.5736
To the Shareholders, Board of Directors & Shareholders
Invech Holdings, Inc.
Opinion on the Financial Statements
We have audited the accompanying restated balance
sheets of Invech Holdings, Inc. as of December 31, 2023 and 2022 and the related statements of operations, changes in stockholders’
deficit, cash flows, and the related notes (collectively referred to as “financial statements”) for the years then ended.
In our opinion, the financial statements present fairly, in all material respects, the restated financial position of the Company as
of December 31, 2023 and 2022 and the results of its operations and its cash flows for the years December 31, 2023 and 2022 in conformity
with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying financial statements have been
prepared assuming the Company will continue as a going concern. As discussed in Note #3 to the financial statements, although the Company
has limited operations it has yet to attain profitability. This raises substantial doubt about its ability to continue as a going concern.
Management’s plan in regard to these matters is also described in Note #3. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
Restatement to Correct 2023 and 2022 Misstatement
As discussed in Note 6 to the financial statements,
the 2023 and 2022 balance sheets have been restated to correct a misstatement.
Basis for Opinion
These financial statements are the responsibility
of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our
audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged
to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding
of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to
assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that
respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial
statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as
evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
/S/ MICHAEL GILLESPIE & ASSOCIATES, PLLC
We have served as the Company’s auditor since 2024.
PCAOB ID: 6108
Vancouver, Washington
July 10, 2024
INVECH
HOLDINGS, INC.
BALANCE
SHEETS
(Unaudited
/ (Restated)
| | |
March 31, | |
December 31, |
| | |
2024 | |
2023 |
| ASSETS | |
| |
|
| Current Assets: | |
| | | |
| | |
| | |
| | | |
| | |
| Cash | |
$ | – | | |
$ | 7,000 | |
| | |
| | | |
| | |
| Total Assets | |
$ | – | | |
$ | 7,000 | |
| | |
| | | |
| | |
| LIABILITIES AND STOCKHOLDERS' DEFICIT | |
| | | |
| | |
| | |
| | | |
| | |
| Current Liabilities: | |
| | | |
| | |
| Due to a related party | |
$ | 53,258 | | |
$ | 30,641 | |
| Due to a former related party | |
| 4,443 | | |
| 4,443 | |
| Accruals | |
| 5,391 | | |
| 5,391 | |
| Total Liabilities | |
| 63,092 | | |
| 40,475 | |
| | |
| | | |
| | |
| 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,
10,521,335 and 10,521,335 shares issued and outstanding, respectively | |
| 10,521 | | |
| 10,521 | |
| Additional paid-in capital | |
| 202,294 | | |
| 202,294 | |
| Accumulated deficit | |
| (276,207 | ) | |
| (246,590 | ) |
| Total Stockholders’ Deficit | |
| (63,092 | ) | |
| (33,475 | ) |
| | |
| | | |
| | |
| Total Liabilities and Stockholders' Deficit | |
$ | – | | |
$ | 7,000 | |
The accompanying notes are an integral part
of these unaudited financial statements.
INVECH
HOLDINGS, INC.
STATEMENTS
OF OPERATIONS
(Unaudited)
| | |
March 31, |
| | |
2024 | |
2023 |
| Operating Expenses: | |
| | | |
| | |
| General and administrative expenses | |
$ | 29,617 | | |
$ | 22,739 | |
| Total operating expenses | |
| 29,617 | | |
| 22,739 | |
| | |
| | | |
| | |
| Loss from operations | |
| (29,617 | ) | |
| (22,739 | ) |
| | |
| | | |
| | |
| Net Loss | |
$ | (29,617 | ) | |
$ | (22,739 | ) |
| | |
| | | |
| | |
| Loss per share– basic and diluted | |
$ | (0.01 | ) | |
$ | (0.00 | ) |
| | |
| | | |
| | |
| Weighted average shares – basic and diluted | |
| 10,521,335 | | |
| 9,521,335 | |
The accompanying notes are an integral part
of these unaudited financial statements.
INVECH
HOLDINGS, INC.
STATEMENTS
OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE THREE MONTHS
ENDED MARCH 31, 2024 AND 2023
(Unaudited)
/ (Restated)
| | |
Series A Preferred Stock | |
Common Stock | |
Additional
Paid in | |
Accumulated | |
Total Stockholders’ |
| | |
Shares | |
Amount | |
Shares | |
Amount | |
Capital | |
Deficit | |
Equity (Deficit) |
| Balance at December 31, 2023 | |
| 300,000 | | |
$ | 300 | | |
| 10,521,335 | | |
$ | 10,521 | | |
$ | 202,294 | | |
$ | (246,590 | ) | |
$ | (33,475 | ) |
| Net loss | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| (29,617 | ) | |
| (29,617 | ) |
| Balance at March 31, 2024 | |
| 300,000 | | |
$ | 300 | | |
| 10,521,335 | | |
$ | 10,521 | | |
$ | 202,294 | | |
$ | (276,207 | ) | |
$ | (63,092 | ) |
| | |
Series A Preferred Stock | |
Common Stock | |
Additional
Paid in | |
Accumulated | |
Total Stockholders’ |
| | |
Shares | |
Amount | |
Shares | |
Amount | |
Capital | |
Deficit | |
Equity (Deficit) |
| Balance at December 31, 2022 | |
| 110,000 | | |
$ | 110 | | |
| 9,521,335 | | |
$ | 9,521 | | |
$ | 162,484 | | |
$ | (181,949 | ) | |
$ | (9,834 | ) |
| Preferred shares cancelled | |
| (110,000 | ) | |
| (110 | ) | |
| – | | |
| – | | |
| 110 | | |
| – | | |
| – | |
| Preferred shares sold for cash –
related party | |
| 300,000 | | |
| 300 | | |
| – | | |
| – | | |
| 39,700 | | |
| – | | |
| 40,000 | |
| Net loss | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| (22,739 | ) | |
| (22,739 | ) |
| Balance at March 31, 2023 | |
| 300,000 | | |
$ | 300 | | |
| 9,521,335 | | |
$ | 9,521 | | |
$ | 202,294 | | |
$ | (204,688 | ) | |
$ | 7,427 | |
The accompanying notes are an integral part
of these unaudited financial statements.
INVECH
HOLDINGS, INC.
STATEMENTS
OF CASH FLOWS
(Unaudited)
| | |
For the Three Months Ended |
| | |
March 31, |
| | |
2024 | |
2023 |
| Cash flows from operating activities: | |
| | | |
| | |
| | |
| | | |
| | |
| Net loss | |
$ | (29,617 | ) | |
$ | (22,739 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities: | |
| | | |
| | |
| Changes in assets and liabilities: | |
| – | | |
| – | |
| | |
| | | |
| | |
| Net cash used in operating activities | |
| (29,617 | ) | |
| (22,739 | ) |
| | |
| | | |
| | |
| Cash flows from investing activities: | |
| – | | |
| – | |
| | |
| | | |
| | |
| Cash flows from financing activities: | |
| | | |
| | |
| Cash advances – related party | |
| 22,617 | | |
| 22,739 | |
| Preferred stock sold for cash – related party | |
| – | | |
| 40,000 | |
| Net cash provided by financing activities | |
| 22,617 | | |
| 62,739 | |
| | |
| | | |
| | |
| Net change in cash | |
| (7,000 | ) | |
| 40,000 | |
| | |
| | | |
| | |
| Cash, beginning of period | |
| 7,000 | | |
| – | |
| | |
| | | |
| | |
| Cash, end of period | |
$ | – | | |
$ | 40,000 | |
The accompanying notes are an integral part
of these unaudited financial statements.
INVECH HOLDINGS,
INC.
Notes to the Financial
Statements
March 31, 2024
(Unaudited)
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Invech Holdings, Inc. (OTC “IVHI”)
was incorporated under the laws of the State of Nevada on December 17, 1998, as Explore Technologies, Inc. On July 19, 2018, the name
of the Company was changed to Invech Holdings, Inc.
On January 21, 2023, 300,000 shares of Convertible
Series A Preferred Stock was sold to Small Cap Compliance, LLC for $40,000. These shares represent a change of control.
With the change of control, the Company is moving
in a new direction, specializing in drafting regulatory documents and consulting for public companies. Services include FINRA corporate
filings, drafting incorporation and corporate documents, drafting OTC Markets Disclosure Statements, and general public company compliance.
The Company will act as an outside consulting firm for these services.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
Basis of Presentation
The Company’s unaudited financial statements
have been prepared 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 management believes 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, 2024 and not necessarily indicative
of the results to be expected for the full year ending December 31, 2024.
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, 2024
and December 31, 2023.
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, 2024 and 2023, the Company’s diluted loss per share is the same as the basic loss per share,
as the inclusion of any potential shares would have had an anti-dilutive effect due to the Company generating a loss.
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 March 31, 2024. 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 unaudited financial statements of the Company do not include any adjustments that may result
from the outcome of these uncertainties.
NOTE 4 – PREFERRED STOCK
The Company has authorized 5,000,000 shares of
Preferred Stock. 1,000,000 of those shares are designated as Series A Convertible Preferred Stock (“Series A”). Each share
of Convertible Series A Preferred Stock is convertible into 1,000 shares of common stock. In addition, the Convertible Series A Preferred
Stock has voting privileges of 1,000 votes per one share of Series A. The Convertible Series A Preferred Stock is not entitled to dividend.
On January 21, 2023, 300,000 shares of Series
A was sold to Small Cap Compliance, LLC (“SCC”) for $40,000. These shares represent a change of control. With the change
of control, the Company has implemented a new business plan of regulatory compliance consulting for public companies.
On March 3, 2023, the Company cancelled the 110,000
Series A that were issued and outstanding as of December 31, 2022.
NOTE 5 – RELATED PARTY TRANSACTIONS
During the year ended December 31, 2023, SCC
advanced the Company $30,641 to pay for general operating expenses. During the three months ended March 31, 2024, SCC advance the company
an additional $22,617, for a total due of $53,258 as of March 31, 2024. The advance is non-interest bearing and due on demand.
During the year ended December 31, 2023, the
Company granted 1,000,000 shares of common stock to SCC for consulting services, for total non-cash expense of $1,000.
NOTE 6 – RESTATEMENT
Per ASC 250-10 Accounting Changes and Error Corrections,
the financial statements for the three months ended March 31, 2024 and the year ended December 31, 2023, are being restated to make adjustments
to the balance sheet accounts as described below.
| As of March 31, 2024 |
| | |
As Reported | |
Adjusted |
As Restated |
| ASSETS | |
| |
|
|
| Current Assets: | |
| | | |
| |
| |
| | |
| Cash | |
$ | – | | |
$ | – |
| |
$ | – | |
| Total Assets | |
$ | – | | |
$ | – |
| |
$ | – | |
| | |
| | | |
| |
| |
| | |
| Current Liabilities: | |
| | | |
| |
| |
| | |
| Due to related party | |
$ | 39,758 | | |
| 13,500 |
| (4) |
$ | 53,258 | |
| Due to a former related party | |
| – | | |
| 4,443 |
| (1) |
| 4,443 | |
| Accruals | |
| – | | |
| 5,391 |
| (2) |
| 5,391 | |
| Total Liabilities | |
| 39,758 | | |
| 23,334 |
| |
| 63,092 | |
| | |
| | | |
| |
| |
| | |
| 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 shares issued and outstanding | |
| 300 | | |
| – |
| |
| 300 | |
| Common stock, $0.001 par value; 500,000,000 shares authorized,
10,521,335 shares issued and outstanding | |
| 2,195 | | |
| 8,326 |
| (3) |
| 10,521 | |
| Additional paid-in capital | |
| 215,063 | | |
| (12,769 |
) | (1)(3) |
| 202,294 | |
| Accumulated deficit | |
| (257,316 | ) | |
| (18,891 |
) | (2)(4) |
| (276,207 | ) |
| Total Stockholders' Deficit | |
| (39,758 | ) | |
| (23,334 |
) | |
| (63,092 | ) |
| Total Liabilities and Stockholders' Deficit | |
$ | – | | |
$ | – |
| |
$ | – | |
| As of December 31, 2023 |
| | |
As Reported | |
Adjusted | |
As Restated |
| ASSETS | |
| |
| |
|
| Current Assets: | |
| | | |
| | | |
| | |
| Cash | |
$ | 7,000 | | |
$ | – | | |
$ | 7,000 | |
| Total Assets | |
$ | 7,000 | | |
$ | – | | |
$ | 7,000 | |
| | |
| | | |
| | | |
| | |
| Current Liabilities: | |
| | | |
| | | |
| | |
| Due to related party | |
$ | 30,641 | | |
$ | – | | |
$ | 30,641 | |
| Due to a former related party | |
| – | | |
| 4,443 | | (1) |
| 4,443 | |
| Accruals | |
| – | | |
| 5,391 | | (2) |
| 5,391 | |
| Total Liabilities | |
| 30,641 | | |
| 9,834 | | |
| 40,475 | |
| | |
| | | |
| | | |
| | |
| 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 shares issued and outstanding | |
| 300 | | |
| – | | |
| 300 | |
| Common stock, $0.001 par value; 500,000,000 shares authorized,
10,521,335 shares issued and outstanding | |
| 2,195 | | |
| 8,326 | | (3) |
| 10,521 | |
| Additional paid-in capital | |
| 215,063 | | |
| (12,769 | ) | (1)(3) |
| 202,294 | |
| Accumulated deficit | |
| (241,199 | ) | |
| (5,391 | ) | (2) |
| (246,590 | ) |
| Total Stockholders’ Deficit | |
| (23,641 | ) | |
| (9,834 | ) | |
| (33,475 | ) |
| Total Liabilities and Stockholders' Deficit | |
$ | 7,000 | | |
$ | – | | |
$ | 7,000 | |
___________________
| (1) | – Add back related party debt previously written off. |
| (2) | – Add back accruals previously written off. |
| (3) | – Adjust for par value of outstanding shares. |
| (4) | – Record additional audit fees. |
NOTE 7 – SUBSEQUENT EVENTS
In accordance with SFAS 165 (ASC 855-10) management
has performed an evaluation of subsequent events through the date that the financial statements were issued and has determined that it
has the following material subsequent events to disclose in these financial statements.
Subsequent to March 31, 2024, SCC advanced the
Company $16,159 to pay for general operating expenses. The advance is non-interest bearing and due on demand.
INVECH HOLDINGS, INC.
BALANCE
SHEETS
(Restated)
| | |
December 31, | |
December 31, |
| | |
2023 | |
2022 |
| ASSETS | |
| | | |
| | |
| Current Assets: | |
| | | |
| | |
| | |
| | | |
| | |
| Cash | |
$ | 7,000 | | |
$ | – | |
| | |
| | | |
| | |
| Total Assets | |
$ | 7,000 | | |
$ | – | |
| | |
| | | |
| | |
| LIABILITIES AND STOCKHOLDERS' DEFICIT | |
| | | |
| | |
| | |
| | | |
| | |
| Current Liabilities: | |
| | | |
| | |
| Due to a related party | |
$ | 30,641 | | |
$ | – | |
| Due to a former related party | |
| 4,443 | | |
| 4,443 | |
| Accruals | |
| 5,391 | | |
| 5,391 | |
| Total Liabilities | |
| 40,475 | | |
| 9,834 | |
| | |
| | | |
| | |
| 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 110,000 shares issued and outstanding, respectively | |
| 300 | | |
| 110 | |
| Common stock, $0.001 par value; 500,000,000 shares authorized,
10,521,335 and 9,521,335 shares issued and outstanding, respectively | |
| 10,521 | | |
| 9,521 | |
| Additional paid-in capital | |
| 202,294 | | |
| 162,484 | |
| Accumulated deficit | |
| (246,590 | ) | |
| (181,949 | ) |
| Total Stockholders’ Deficit | |
| (33,475 | ) | |
| (9,834 | ) |
| | |
| | | |
| | |
| Total Liabilities and Stockholders' Deficit | |
$ | 7,000 | | |
$ | – | |
The accompanying notes are an integral part
of these audited financial statements.
INVECH HOLDINGS, INC.
STATEMENTS
OF OPERATIONS
| | |
For the Years Ended | |
| | |
December 31, | |
| | |
2023 | | |
2022 | |
| Operating Expenses: | |
| | | |
| | |
| General & administrative
expenses | |
$ | 64,641 | | |
$ | – | |
| Total operating expenses | |
| 64,641 | | |
| – | |
| | |
| | | |
| | |
| Loss from operations | |
| (64,641 | ) | |
| – | |
| | |
| | | |
| | |
| Net Loss | |
$ | (64,641 | ) | |
$ | – | |
| | |
| | | |
| | |
| Loss per share– basic and diluted | |
$ | (0.01 | ) | |
$ | – | |
| | |
| | | |
| | |
| Weighted average shares – basic and diluted | |
| 9,776,130 | | |
| 9,521,335 | |
The accompanying notes are an integral part
of these audited financial statements.
INVECH HOLDINGS, INC.
STATEMENT
OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE YEARS ENDED DECEMBER
31, 2023 AND 2022
| | |
Series A Preferred Stock | | |
Common Stock | | |
Additional
Paid in | | |
Accumulated | | |
Total Stockholders’ | |
| | |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
Equity (Deficit) | |
| Balance at December 31, 2021 (Restated) | |
| 110,000 | | |
$ | 110 | | |
| 9,521,335 | | |
$ | 9,521 | | |
$ | 162,484 | | |
$ | (181,949 | ) | |
$ | (9,834 | ) |
| Net loss | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
| Balance at December 31, 2022 (Restated) | |
| 110,000 | | |
| 110 | | |
| 9,521,335 | | |
| 9,521 | | |
| 162,484 | | |
| (181,949 | ) | |
| (9,834 | ) |
| Preferred shares cancelled | |
| (110,000 | ) | |
| (110 | ) | |
| – | | |
| – | | |
| 110 | | |
| – | | |
| – | |
| Preferred shares sold for cash – related party | |
| 300,000 | | |
| 300 | | |
| – | | |
| – | | |
| 39,700 | | |
| – | | |
| 40,000 | |
| Common stock issued for consulting – related party | |
| – | | |
| – | | |
| 1,000,000 | | |
| 1,000 | | |
| – | | |
| – | | |
| 1,000 | |
| Net loss | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| (64,641 | ) | |
| (64,641 | ) |
| Balance at December 31, 2023 (Restated) | |
| 300,000 | | |
$ | 300 | | |
| 10,521,335 | | |
$ | 10,521 | | |
$ | 202,294 | | |
$ | (246,590 | ) | |
$ | (33,475 | ) |
The accompanying notes are an integral part
of these audited financial statements.
INVECH HOLDINGS, INC.
STATEMENTS
OF CASH FLOWS
(Audited)
| | |
For the Years Ended | |
| | |
December 31, | |
| | |
2023 | | |
2022 | |
| Cash flows from operating activities: | |
| | | |
| | |
| | |
| | | |
| | |
| Net loss | |
$ | (64,641 | ) | |
$ | – | |
| Adjustments to reconcile net loss to net cash used in operating
activities: | |
| | | |
| | |
| Common stock issued for services – related party | |
| 1,000 | | |
| – | |
| Changes in assets and liabilities: | |
| – | | |
| – | |
| | |
| | | |
| | |
| Net cash used in operating activities | |
| (63,641 | ) | |
| – | |
| | |
| | | |
| | |
| Cash flows from investing activities: | |
| – | | |
| – | |
| | |
| | | |
| | |
| Cash flows from financing activities: | |
| | | |
| | |
| Cash advances – related party | |
| 30,641 | | |
| – | |
| Preferred stock sold for cash – related
party | |
| 40,000 | | |
| – | |
| Net cash provided by financing activities | |
| 70,641 | | |
| – | |
| | |
| | | |
| | |
| Net change in cash | |
| 7,000 | | |
| – | |
| | |
| | | |
| | |
| Cash, beginning of year | |
| – | | |
| – | |
| | |
| | | |
| | |
| Cash, end of year | |
$ | 7,000 | | |
$ | – | |
The accompanying notes are an integral part
of these audited financial statements.
INVECH HOLDINGS, INC.
Notes to the Financial
Statements
December 31, 2023
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Invech Holdings, Inc. (OTC “IVHI”)
was incorporated under the laws of the State of Nevada on December 17, 1998, as Explore Technologies, Inc. On July 19, 2018, the name
of the Company was changed to Invech Holdings, Inc.
On January 21, 2023, 300,000 shares of Convertible
Series A Preferred Stock was sold to Small Cap Compliance, LLC for $40,000. These shares represent a change of control.
With the change of control, the Company is moving
in a new direction, specializing in drafting regulatory documents and consulting for public companies. Services include FINRA corporate
filings, drafting incorporation and corporate documents, drafting OTC Markets Disclosure Statements, and general public company compliance.
The Company will act as an outside consulting firm for these services.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
Basis of Presentation
The Company’s financial statements have
been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
Use of Estimates
The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from
those estimates.
Concentration of credit risk
Financial instruments which potentially subject
the Company to concentration of credit risk consist of cash deposits and customer receivables. The Company maintains cash
with various major financial institutions. The Company performs periodic evaluations of the relative credit standing of these institutions. To
reduce risk, the Company performs credit evaluations of its customers and maintains reserves when necessary for potential credit losses.
Cash and cash equivalents
We consider all highly liquid securities with
original maturities of three months or less when acquired to be cash equivalents. There were no cash equivalents as of December 31, 2023
and 2022.
Stock-Based Compensation
In June
2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based
Payment Accounting. ASU 2018-07 allows companies to account for nonemployee awards in the same
manner as employee awards. The guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those
annual periods.
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 accounting principles generally accepted in the United States
of America (U.S. 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 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 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, accounts payable and accrued expenses approximate their fair value because of the short maturity
of those instruments. The Company’s other payable approximates the fair value of such instruments as the notes bear interest
rates that are consistent with current market rates.
Income Taxes
We follow ASC 740-10-30, which requires recognition
of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements
or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and
tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse.
Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets
will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in
the fiscal years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in the Statements of Income in the period that includes the enactment date.
We adopted ASC 740-10-25 (“ASC 740-10-25”)
with regard to uncertainty income taxes. ASC 740-10-25 addresses the determination of whether tax benefits claimed or expected
to be claimed on a tax return should be recorded in the financial statements. Under ASC 740-10-25, we may recognize the tax benefit
from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing
authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a
position should be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement.
ASC 740-10-25 also provides guidance on derecognition, classification, interest and penalties on income taxes, and accounting in interim
periods and requires increased disclosures. We had no material adjustments to our liabilities for unrecognized income tax benefits
according to the provisions of ASC 740-10-25.
Net Income (Loss) Per Common Share
Net income
(loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss)
per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during
the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares
of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding
and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. As
of December 31, 2023 and 2022, the Company’s diluted loss per share is the same as the basic loss per share, as the inclusion of
any potential shares would have had an anti-dilutive effect due to the Company generating a loss.
Recent Accounting Pronouncements
The Company has implemented all applicable accounting
pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise
disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have
a material impact on its financial position or results of operations.
NOTE 3 - GOING CONCERN
The accompanying financial statements have been
prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course
of business. The Company has no revenue and has an accumulated deficit as of December 31, 2023. The Company requires capital for its
contemplated operational and marketing activities. The Company’s ability to raise additional capital through the future issuances
of common stock is unknown. The obtainment of additional financing, the successful development of the Company’s contemplated plan
of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations.
These conditions and the ability to successfully resolve these factors raise substantial doubt about the Company’s ability to continue
as a going concern. The financial statements of the Company do not include any adjustments that may result from the outcome of these
uncertainties.
NOTE 4 – PREFERRED STOCK
The Company has authorized 5,000,000 shares of
Preferred Stock. 1,000,000 of those shares are designated as Series A Convertible Preferred Stock (“Series A”). Each share
of Convertible Series A Preferred Stock is convertible into 1,000 shares of common stock. In addition, the Convertible Series A Preferred
Stock has voting privileges of 1,000 votes per one share of Series A. The Convertible Series A Preferred Stock is not entitled to dividend.
On January 21, 2023, 300,000 shares of Series
A was sold to Small Cap Compliance, LLC (“SCC”) for $40,000. These shares represent a change of control. With the change
of control, the Company has implemented a new business plan of regulatory compliance consulting for public companies.
On March 3, 2023, the Company cancelled the 110,000
Series A that were issued and outstanding as of December 31, 2022.
NOTE 5 – RELATED PARTY TRANSACTIONS
During the year ended December 31, 2023, SCC
advanced the Company $30,641 to pay for general operating expenses. The advance is non-interest bearing and due on demand.
During the year ended December 31, 2023, the
Company granted 1,000,000 shares of common stock to SCC for consulting services, for total non-cash expense of $1,000.
NOTE 6 – RESTATEMENT
Per ASC 250-10 Accounting Changes and Error Corrections,
the financial statements for the years ended December 31, 2023 and 2022, are being restated to make adjustments to the balance sheet
accounts as described below.
| As of December 31, 2022 |
| | |
As Reported | |
Adjusted | |
As Restated |
| ASSETS | |
| |
| |
|
| Current Assets: | |
| | | |
| | | |
| | |
| Cash | |
$ | – | | |
$ | – | | |
$ | – | |
| Total Assets | |
$ | – | | |
$ | – | | |
$ | – | |
| | |
| | | |
| | | |
| | |
| Current Liabilities: | |
| | | |
| | | |
| | |
| Due to related party | |
$ | – | | |
$ | – | | |
$ | – | |
| Due to a former related party | |
| – | | |
| 4,443 | | (1) |
| 4,443 | |
| Accruals | |
| – | | |
| 5,391 | | (2) |
| 5,391 | |
| Total Liabilities | |
| – | | |
| 9,834 | | |
| 9,834 | |
| | |
| | | |
| | | |
| | |
| 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; 110,000 shares issued and outstanding | |
| 110 | | |
| – | | |
| 110 | |
| Common stock, $0.001 par value; 500,000,000 shares authorized,
9,521,335 shares issued and outstanding | |
| 1,195 | | |
| 8,326 | | (3) |
| 9,521 | |
| Additional paid-in capital | |
| 175,253 | | |
| (12,769 | ) | (1)(3) |
| 162,484 | |
| Accumulated deficit | |
| (176,558 | ) | |
| (5,391 | ) | (2) |
| (181,949 | ) |
| Total Stockholders' Deficit | |
| – | | |
| (9,834 | ) | |
| (9,834 | ) |
| Total Liabilities and Stockholders' Deficit | |
$ | – | | |
$ | – | | |
$ | – | |
| As of December 31, 2023 |
| | |
As Reported | |
Adjusted | |
As Restated |
| ASSETS | |
| |
| |
|
| Current Assets: | |
| | | |
| | | |
| | |
| Cash | |
$ | 7,000 | | |
$ | – | | |
$ | 7,000 | |
| Total Assets | |
$ | 7,000 | | |
$ | – | | |
$ | 7,000 | |
| | |
| | | |
| | | |
| | |
| Current Liabilities: | |
| | | |
| | | |
| | |
| Due to related party | |
$ | 30,641 | | |
$ | – | | |
$ | 30,641 | |
| Due to a former related party | |
| – | | |
| 4,443 | | (1) |
| 4,443 | |
| Accruals | |
| – | | |
| 5,391 | | (2) |
| 5,391 | |
| Total Liabilities | |
| 30,641 | | |
| 9,834 | | |
| 40,475 | |
| | |
| | | |
| | | |
| | |
| 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 shares issued and outstanding | |
| 300 | | |
| – | | |
| 300 | |
| Common stock, $0.001 par value; 500,000,000 shares authorized,
10,521,335 shares issued and outstanding | |
| 2,195 | | |
| 8,326 | | (3) |
| 10,521 | |
| Additional paid-in capital | |
| 215,063 | | |
| (12,769 | ) | (1)(3) |
| 202,294 | |
| Accumulated deficit | |
| (241,199 | ) | |
| (5,391 | ) | (2) |
| (246,590 | ) |
| Total Stockholders’ Deficit | |
| (23,641 | ) | |
| (9,834 | ) | |
| (33,475 | ) |
| Total Liabilities and Stockholders' Deficit | |
$ | 7,000 | | |
$ | – | | |
$ | 7,000 | |
| (1) | – Add back related party debt previously written off. |
| (2) | – Add back accruals previously written off. |
| (3) | – Adjust for par value of outstanding shares. |
NOTE 7 – SUBSEQUENT EVENTS
In accordance with SFAS 165 (ASC 855-10) management
has performed an evaluation of subsequent events through the date that the financial statements were issued and has determined that it
has the following material subsequent events to disclose in these financial statements.
Subsequent to December 31, 2023, SCC advanced
the Company $36,776 to pay for general operating expenses. The advance is non-interest bearing and due on demand.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, on August 6, 2024.
| INVECH HOLDINGS, INC. |
|
| |
|
|
| By: |
/s/ Rhonda Keaveney |
|
| |
Rhonda Keaveney |
|
| |
CEO |
|
| |
(Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer) |
|
| |
|
|
| By: |
/s/ Rhonda Keaveney |
|
| |
Rhonda Keaveney |
|
| |
Sole Director |
|
| |
(Principal Executive Officer) |
|
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