S-1/A: Invech Holdings Files Amendment for Resale of 3,277,416 Common Shares

Sentiment:

S-1/A Filing 22 March 2024 9:47 AM

Invech Holdings, Inc. has filed an amendment to its S-1 registration statement for the resale of up to 3,277,416 shares of common stock by selling stockholders.

Capital raiseThe company requires a minimum of $25,000 to maintain operations, with a monthly burn rate of approximately $2,083.The company anticipates running out of funds in April 2024 unless additional capital is raised.The company 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.

Worse than expectedThe company has a limited operating history and has incurred losses throughout its operating history.The company has generated no revenue to date and its ability to continue operations is not presently known.The company's independent auditors have expressed doubt regarding its ability to continue as a going concern.

Summary

Invech Holdings, Inc., a Nevada corporation, has filed an amendment to its registration statement for the resale of common stock.
The filing pertains to the offering and resale of up to 3,277,416 shares of common stock by existing shareholders.
The company will not receive any proceeds from the sale of these shares.
Invech Holdings, Inc. specializes in drafting regulatory documents and consulting for public companies.
The company's services include FINRA corporate filings, drafting incorporation and corporate documents, drafting OTC Markets Disclosure Statements, and general public company compliance.
The company plans to focus on the public company compliance industry and market its brand through various channels.
The company may partner with investors to purchase a compliance consulting firm to expand its revenue stream.
The company requires a minimum of $25,000 to maintain operations, with a monthly burn rate of approximately $2,083.
The company anticipates running out of funds in April 2024 unless additional capital is raised.
The company is subject to the Exchange Act and the Sarbanes-Oxley Act of 2002 upon the effectiveness of the Form S-1.
The company has not attained profitable operations and is dependent upon obtaining financing.
The company incurred a net loss of $0 during the year ended December 31, 2022, and used cash of $0 for operating activities.
As of December 31, 2022, the company had a working capital deficit of $0 and an accumulated deficit of $176,558, raising substantial doubt about its ability to continue as a going concern.

Sentiment

Score: 3

Explanation: The document presents a concerning financial situation with a limited operating history, no revenue, and a going concern warning. While there's a new business plan, the risks and uncertainties outweigh the potential positives.

Positives

The company is implementing a new business plan focused on regulatory compliance consulting for public companies.
The company has management with extensive experience in the public company compliance business.
The company is actively seeking opportunities to expand its revenue stream and establish its brand.
The company has addressed liabilities and debts, with a legal opinion for debt write-off attached as an exhibit.

Negatives

The company has a limited operating history and has incurred losses throughout its operating history.
The company has generated no revenue to date and its ability to continue operations is not presently known.
The company's capital resources may not be sufficient to meet its capital requirements, and it may have to curtail or cease business operations.
The company may encounter substantial competition in the public company compliance consulting industry.
The company's stock trades on an unsolicited basis only, and investors may have difficulty selling their stock.
The company's independent auditors have expressed doubt regarding its ability to continue as a going concern.
The company had a working capital deficit of $23,641 as of December 31, 2023.

Risks

The company has a limited operating history and may not be able to grow, retain, and engage new clients.
The company has incurred operating losses and has no current source of revenue.
The company's capital resources may not be sufficient to meet its capital requirements.
The company may encounter substantial competition in the public company compliance consulting industry.
The company may incur substantial debt or convertible debt, which could adversely affect its financial condition.
The company's future success is highly dependent on the ability of management to locate and attract suitable business opportunities.
The company will incur increased costs as a result of becoming a reporting company.
The company's stock trades on an unsolicited basis only, and investors may be unable to sell their shares.
The regulation of penny stocks by the SEC may discourage the tradability of the company's securities.
The company's ability to use its net operating loss carry-forwards may be limited.
The company's ability to hire and retain key personnel will be an important factor in the success of its business.
Legal disputes could have an impact on the company.
Resale limitations of Rule 144(i) on your shares.

Future Outlook

The Company expects to continue to incur moderate losses each quarter until a transaction considered appropriate by management is effectuated.

Industry Context

The company operates in the microcap public company compliance industry, which is increasingly important due to amendments to Rule 15c2-11, requiring greater transparency from microcap companies.

Comparison to Industry Standards

The document does not provide enough information to make a detailed comparison to industry standards.
Without specific revenue figures, client base metrics, or service pricing details, it's difficult to benchmark Invech Holdings against competitors like VStock Transfer, ClearTrust, or other compliance consulting firms.
A meaningful comparison would require data on client acquisition costs, service delivery efficiency, and market share within the microcap compliance sector.

Management Changes

Role	Previous Person	New Person	Effective Date	Reason
CEO, Director, Secretary, and Treasurer	Zhilian Wu and Dong Chen	Rhonda Keaveney	January 21, 2023	Resignation of previous officers and directors

Related Party Transactions

During the nine months ended September 30, 2023, SCC advanced the Company $28,434 to pay for general operating expenses.
The company borrowed $28,434 from Small Cap Compliance, LLC to pay company debt which includes transfer agent fees and accounting fees.
During the year ended December 31, 2023, SCC advanced the Company $30,641 to pay for general operating expenses.
During the year ended December 31, 2023, the Company granted 1,000,000 shares of common stock to SCC for consulting services.
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.

Stakeholder Impact

Shareholders may experience dilution due to the issuance of additional shares.
Shareholders face the risk of losing their entire investment due to the company's financial condition and risks.
The company's ability to continue as a going concern is uncertain, which could impact employees and creditors.

Next Steps

The company plans to focus on the public company compliance industry and market its brand through various channels.
The company may partner with investors to purchase a compliance consulting firm to expand its revenue stream.
The company intends to seek to have its common stock listed on a national securities exchange.

Key Dates

Date	Description
December 17, 1998	Invech Holdings, Inc. was incorporated as Explore Technologies, Inc.
May 23, 2000	The Company entered into a merger agreement with Cashsurfers, Inc.
July 24, 2000	The merger agreement with Cashsurfers, Inc. was terminated.
October 5, 2000	The Company entered into an Acquisition Agreement with UWANTCASH.com, Inc.
December 6, 2000	The acquisition agreement with UWANTCASH.com, Inc. was terminated.
2001	The Company effected a 1 for 10 reverse stock split.
May 15, 2002	The Company entered into an agreement to acquire the Access Network Limited subsidiary of VOIP Telecom, Inc.
May 17, 2002	The Company filed an amendment to its Articles of Incorporation and changed its name to Pan Asia Communications Corp.
March 17, 2003	The Company acquired the majority interest in Hubei Pharmaceutical Co. Ltd.
March 18, 2003	The Company changed its name to Hubei Pharmaceutical Group, Ltd.
January 6, 2005	The Company changed its name to Amersin Life Sciences Corporation.
October 2005	The Company terminated its participation in the Hubei Tongji Benda Ebei Pharmaceutical Co. Ltd. joint venture.
March 22, 2007	The Company changed its name to Golden Tech Group, Ltd and conducted a 1 for 20 reverse stock split.
April 10, 2007	The Company raised its authorized shares to 500,000,000.
2007	Business operations for Invech Holdings, Inc. were abandoned.
February 21, 2018	The Company changed its name to MegaWin Investments, Inc.
July 19, 2018	The Company changed its name to Invech Holdings, Inc.
October 17, 2017	The Eighth Judicial District Court, Clark County, Nevada granted the Application for Appointment of Custodian.
January 2018	Robert Chin was appointed as sole officer and director.
April 18, 2018	The custodianship was terminated.
May 24, 2020	Queen Investment (HK) Ltd. sold shares to ETAO Logistic Inc. and Robert Chin resigned.
January 21, 2023	The Company issued 300,000 shares of Convertible Series A Preferred Stock to Small Cap Compliance, LLC.
March 3, 2023	ETAO Logistic Inc. cancelled all 110,000 shares of its Preferred A Stock.
September 10, 2023	IVHI executed a Consulting Service Agreement with Invech Consulting Corporation.
March 22, 2024	Date of the prospectus.
April 2024	The month on which the company will run out of funds unless it raises additional capital.

Keywords

public company compliance, regulatory compliance, FINRA, OTC Markets, SEC, consulting, S-1, resale, common stock, Invech Holdings

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