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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): February 17, 2026

 

INVECH HOLDINGS, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

Nevada   000-25553   98-0419476
(State or Other Jurisdiction of Incorporation)   (Commission File Number)   (IRS Employer Identification No.)

  

7339 E. Williams Drive

Unit 26496

Scottsdale, AZ 85255

(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (602) 793-8058

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act: None

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $0.001 per share IVHI OTC Markets

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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. ☐

 

 

 

   

 

 

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT .

 

On February 10, 2026, the registrant’s majority shareholder, Small Cap Compliance, LLC (“SCC”), entered into a Stock Purchase Agreement (the “Agreement”) with Alexander M. Woods-Leo. As per the terms of the Agreement, SCC sold its control block of stock, 300,000 shares of Convertible Series A Preferred Stock and 90,000,000 shares of Restricted Common Stock for the purchase price of $350,000. The Agreement was fully executed on February 17, 2026. (See Exhibit 10.2)

 

On February 12, 2026, the registrant’s majority shareholder, SCC entered into a Cancellation of Debt Agreement with Invech Holdings, Inc. (the “Company”). As per the terms of the Cancellation of Debt Agreement SCC forgave debt owed by Invech Holdings, Inc. for payment of company administration fees. As of December 31, 2025, the Company owed SCC $58,238 for payments paid on behalf of the Company for services provided by its vendors. SCC forgave $38,238 plus any debt incurred after January 1, 2026. This debt was a noninterest bearing loan. SCC retained $20,000 of said debt and entered into a Convertible Promissory Note (the “Note”), as disclosed below. (See Exhibit 10.3)

 

On February 12, 2026, the registrant’s majority shareholder, SCC, entered into the Note agreement with Invech Holdings, Inc. As per the terms of the Note, the Company agreed to pay the Note in full by May 12, 2026. (See Exhibit 10.4)

 

ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES.

 

The information provided in Item 1.01 of this Current Report on Form 8-K related to the aforementioned Agreement and Note is incorporated by reference into this Item 3.02.

  

Exemption from Registration. The shares of common stock and convertible preferred stock referenced herein were issued in reliance upon an exemption from registration afforded under Section 4(2) of the Securities Act for transactions by an issuer not involving a public offering, or Regulation D promulgated there under, or Regulation S for offers and sales of securities outside the United States.  The Share Exchange Agreement is an exempt transaction pursuant to Section 4(2) of the Securities Act as the share exchange was a private transaction by the Company and did not involve any public offering.  

 

ITEM 5.01. CHANGES IN CONTROL OF REGISTRANT.

 

On February 17, 2026, a change in control of the Company occurred by virtue of the Company's largest shareholder, Small Cap Compliance, LLC, selling 300,000 shares of the Convertible Series A Preferred Stock and 90,000,000 shares of Restricted Common Stock to Alexander M. Woods-Leo. Such shares represent 100% of the Company's total issued and outstanding shares of Convertible Series A Preferred Stock and 90% of the Company’s total issued and outstanding shares of Common Stock. As part of the sale of the shares, Ms. Keaveney, owner of Small Cap Compliance, LLC, arranged with Alexander M. Woods-Leo, prior to resigning as the sole Officer and member of the Company's Board of Directors, and to appoint new officers and directors of the Company. (See Item 5.02 below and Exhibit 10.5)

 

 

 

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ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.

 

Effective February 17, 2026, the Company accepted the resignation of Rhonda Keaveney as the sole Officer of the Company and as the sole member of the Company’s Board of Directors. The resignation of Ms. Keaveney was not due to any disagreement with the Company on any matter relating to its operations, policies, or practices. Simultaneously the following Officers and Directors were elected:

 

Alexander M. Woods-Leo as its CEO, CFO, Treasurer, Director, and Secretary

 

Alexander M. Woods-Leo has been at the helm of both private and public companies for almost a decade and a half. With 20+ years of computer technology experience, over 15 years of sales and marketing experience and 10 years banking experience, and 10 years strategic business consulting experience. Mr. Leo is a 2 time patent awarded inventor, app publisher on 3 different platforms, and has specialized experience in funding startups up companies. Mr. Leo is currently the CEO and founder of Paragon Rentals Inc. a SAAS PMS that allows users to list their properties for 0% commissions. 

 

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

 

(a)Not applicable.

 

(b)Exhibits.

 

10.1 Board Minutes dated February 17, 2026

 

10.2 Stock Purchase Agreement between Small Cap Compliance and Alexander M. Woods-Leo dated February 10, 2026.

 

10.3 Cancellation of Debt Agreement between Small Cap Compliance, LLC and Invech Holdings, Inc. dated February 12, 2026

 

10.4 Convertible Promissory Note between Small Cap Compliance, LLC and Invech Holdings, Inc. dated February 12, 2026

 

10.5 Resignations and appointment of officers and directors

 

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

 

 

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Invech Holdings, Inc.

 

Date: February 17, 2026

 

 

 

By: /s/Rhonda Keaveney

Name: Rhonda Keaveney

Title: CEO

 

 

 

 

 

 

 

 

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Exhibit 10.1

 

INVECH HOLDINGS, INC.

Unanimous Written Consent

Of Board of Directors

In Lieu of Special Meeting

 

The undersigned, being the Board of Directors of Invech Holdings, Inc. a Nevada Corporation (the “Corporation”), hereby waives the calling or holding of a meeting of the Board of Directors of the Corporation (the “Board”), consents in writing as of this 17th day of February 2026 to the following actions and directs that this unanimous written consent be filed by the Corporation’s Secretary with the minutes of proceedings of the Board.

 

WHEREAS, the Corporation desires to accept the resignation of Rhonda Keaveney as its President, CEO, Treasurer, Secretary and Director.

 

WHEREAS, the Corporation desires to appoint Alexander M. Woods-Leo as its President, CEO, Treasurer, Secretary and Director.

 

Now therefore,

 

RESOLVED, the Corporation shall accept the resignation of Rhonda Keaveney as its President, CEO, Treasurer, Secretary and Director, effective as of February 17, 2026.

 

FURTHER RESOLVED, the Corporation shall appointment Alexander M Woods-Leo as its President, CEO, Treasurer, Secretary and Director, effective as of February 17, 2026.

 

FURTHER RESOLVED, the Board of Directors of the Corporation be and hereby is authorized, empowered and directed to take any and all actions and to execute, deliver and file any and all agreements, instruments and documents as the Board of Directors so acting shall determine to be necessary or appropriate to consummate the transactions contemplated by the foregoing resolution. The taking of such action shall be conclusive evidence that the same was deemed to be necessary or appropriate and was authorized hereby.

 

IN WITNESS WHEREOF, the undersigned being the Board of Directors of Invech Holdings, Inc. have executed this Consent as of the day and year first written above.

 

 

/s/ Rhonda Keaveney

 

Rhonda Keaveney, Director

 

Exhibit 10.2

 

 

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER FEDERAL OR STATE REGULATORY AUTHORITY. THE SHARES BEING SOLD HEREBY ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK. THE SALE PRICE WAS DETERMINED ARBITRARILY BY THE SELLER AND BEARS NO RELATIONSHIP TO THE ASSETS, EARNINGS, BOOK VALUE, CURRENT OR FUTURE TRADING PRICE OF THE SHARES, OR ANY OTHER CRITERIA.

 

STOCK PURCHASE AGREEMENT

 

THIS STOCK PURCHASE AGREEMENT is made and entered into this 10th day of February, 2026, by and among SMALL CAP COMPLIANCE, LLC, an Arizona LLC, (the “Seller”) INVECH HOLDINGS, INC., a Nevada corporation (the “Company”), the Seller set forth on the signature pages hereto (the “Seller”), ALEXANDER M. WOODS-LEO (the “Purchaser”) and the set forth on Exhibit A. The Seller, the Company, and the Purchaser are sometimes referred to as the Party and collectively as the “Parties”.

 

Seller owns an aggregate of 91,000,000 shares of the common stock, par value $0.001 per share (the “Common Stock”) and 300,000 shares of Series A Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”) of the Company. Purchasers desire to purchase from Seller, and Seller is willing to sell 90,000,000 shares of such Common Stock and 300,000 Series A Preferred Stock, subject to the terms and conditions contained in this Agreement.

 

NOW THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

 

1. Purchase and Sale. The Seller hereby agrees to sell to the Purchasers and the Purchasers, in reliance on the representations and warranties contained herein, and subject to the terms and conditions of this Agreement, agree to purchase from the Seller an aggregate of 90,000,000 shares of the Common Stock and 300,000 shares of Series A Preferred Stock (the “Company Shares”) for a total purchase price of Three Hundred and Fifty Thousand Dollars ($350,000) (the “Purchase Price”), payable in immediately available funds in United States currency. Seller and Purchasers acknowledge and agree that the Purchase Price shall be wired to Seller’s in accordance with wire instructions set forth in Exhibit C.

 

Purchasers and Seller acknowledge and accept that the trading price of the Company Shares may decrease or increase subsequent to the sale of the Company Shares. Purchaser and Seller waive claims to any losses as a result of the sale of the Company Shares.

 

2. Closing. The Closing of the purchase and sale of the Company Shares shall occur upon the satisfaction or waiver of all conditions set forth below, but no later than 5 PM PST on the March 1, 2026, or such other date as may be determined by the parties (the “Closing Date”).

 

2.1. Condition Precedent. As a condition precedent to the obligations of the Purchasers to purchase the Company Shares, the Purchaser shall have conducted a due diligence review of the Company and its books and records to its full satisfaction and shall have delivered written confirmation of the same as set forth in Section 2.3 hereof.

 

2.2. Seller/Company Deliverables: Unless waived in writing by Purchaser, the Seller and the Company shall:

 

2.2.1. Twenty calendar days prior to the Closing: cause the Company to file and mail to each of the Company’s stockholders an information statement required by Rule 14C promulgated under the Exchange Act of 1934, as amended (the “Exchange Act”), in connection with the change of control to be effectuated by the appointment of new officers and directors at the Closing;

 

 

 

 

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2.2.2. Prior to the Closing:

 

2.2.2.1. Deliver to the Escrow Agent the Company books and records, unless otherwise agreed to in writing by the parties;

 

2.2.2.2. Copies of all Company Contracts, if any;

 

2.2.3. At Closing, deliver to the Purchasers:

 

2.2.3.1. All management accounts and other records desirable and necessary through the date of closing, for Purchasers to prepare and file the Company’s quarterly report for quarter ended March 31, 2026, on Form 10-Q with the Securities and Exchange Commission (the “2026 Form 10-Q”);

 

2.2.3.2. Signed resignation letters of all existing officers and directors of the Company;

 

2.2.3.3. Executed Board consents appointing designees of the Purchasers as directors and officers of the Company;

 

2.2.3.4.  Cause the Company to timely file a Current Report on Form 8-K disclosing the entry by the Seller of this Agreement;

 

2.2.3.5.  Written confirmation of termination of all Company Contracts and performance or payment in full of all obligations and liabilities of the Company, including without limitation: (i) payment in full of all loans of the Company, including without limitation, those made by Seller or affiliates of the Company; (ii) payment in full of all amounts due under the Company Contracts; and (iii) payment in full of all outstanding invoices or invoices that will become outstanding as of Closing or within fourteen (14) days thereafter.

 

2.2.3.6. Executed Pay-off Letter or Waiver Letter from the Seller identified on the signature page hereof regarding full repayment of and or cancellation and release of any and all liabilities of the Company owed to such affiliates;

 

2.2.3.7.  All Edgar and other codes of the Company necessary to make filings with the Securities and Exchange Commission;

 

2.2.3.8. Contact information of all service providers of the Company necessary or desirable to comply with SEC rules and regulations and to maintain listing on a national securities exchange or over the counter bulletin board, which shall include without limitation, independent auditors, legal counsel, transfer agent, registered agent, market maker and edgarizer; and

 

2.2.3.9.  Written confirmation from the Company’s stock transfer agent that it has received all documentation necessary to effectuate the transfer of stock certificates representing the Company Shares to the Purchasers.

 

2.3. Purchaser Deliverables: On or prior to the Closing, the Purchaser shall deliver: (i) the Purchase Price to the Seller; (ii) any written instructions to proceed with the Closing; and (iii) upon the satisfaction of the terms set forth in Section 2.2 hereof as determined by Purchaser in their discretion, written acknowledgement that Purchaser is satisfied with the results of their due diligence review of the Company and its books and records.

 

 

 

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3. Resignation of Old and Appointment of New Board of Directors and Officers. The Company and the Seller shall take such corporate action(s) and make such SEC filings on Schedule 14C in compliance with the Exchange Act Rules and as otherwise required by the Company Articles of Incorporation and/or Bylaws to duly (a) appoint the below named persons, or other persons who names shall be delivered to the Company, to their respective positions, to be effective as of the Closing Date, and (b) obtain and submit to the Purchasers, together with all required corporate action(s) the resignation of all members of the board of directors, and any and all corporate officers as of the Closing Date, all of which actions shall be certified and delivered to the Purchaser as effective at Closing by the Seller in such form and substance satisfactory to the Purchaser. Following the execution of this Agreement and through the date of effectiveness of such resignations, no other officers or directors shall be appointed or elected to serve the Company except as otherwise expressly provided herein.

 

Name of New Officers/Directors Position
Alexander M. Woods-Leo Executive Chairman and Chief Executive Officer
Alexander M. Woods-Leo Director
Alexander M. Woods-Leo Chief Financial Officer
Alexander M. Woods-Leo Secretary
Alexander M. Woods-Leo Treasurer

 

4. Representations and Warranties of the Company. Each the Seller and the Company hereby jointly and severally represents and warrants to each of the following as of the date hereof and the Closing Date:

 

4.1. Corporate Existence and Power. The Company is a corporation duly organized and validly existing and, at the Closing Date, will be in good standing under the laws of the jurisdiction of its incorporation or formation. The Company has the requisite corporate power and authority to carry on its business as presently conducted and as currently proposed to be conducted, to own and operate its properties and assets, to execute and deliver this Agreement, and to carry out the provisions of this Agreement. The Company is duly qualified to do business and is in good standing as a foreign company in all jurisdictions in which the nature of its activities and of its properties makes such qualification necessary, except for those jurisdictions in which failure to do so would not have a material adverse effect on the Company or its business.

 

4.2. Organizational Documents. True, correct and complete copies of the Organizational Documents of the Company have been made available to Purchaser, and no action has been taken to amend or repeal such Organizational Documents since the date of delivery. The Company is not in violation or breach of any of the provisions of its Organizational Documents. “Organizational Documents” means, the Company’s articles of incorporation and bylaws.

 

4.3. Subsidiaries. The Company does not own or control any equity security or other interest of any other corporation, partnership, limited liability company or other business entity. The Company is not a participant in any joint venture, partnership, limited liability company or similar arrangement. Except as disclosed in its periodic reports filed with the Securities and Exchange Commission, since its inception, the Company has not consolidated or merged with, acquired all or substantially all of the assets of, or acquired the equity securities of or any interest in any corporation, partnership, limited liability company or other business entity.

 

4.4. Authorization; No Contravention. The execution, delivery and performance by the Company and the Seller of this Agreement and the transactions contemplated hereby (a) have been duly authorized by all necessary action of the Seller and the Company, (b) do not violate, conflict with or result in any breach or default of (or with due notice or lapse of time or both would result in any breach, default or contravention of), or the creation of any lien under, any Organizational Documents, any contractual obligation of the Seller or the Company or any requirement of law applicable to the Company, and (d) do not violate any judgment, injunction, writ, award, decree or order (collectively, “Orders”) of any governmental authority against, or binding upon, the Company. There are no actions, subpoenas, suits, proceedings, claims, complaints, disputes, arbitrations or investigations (collectively, “Claims”) pending, initiated, or, to the knowledge of the Seller, threatened, at law, in equity, in arbitration or before any governmental authority against the Company.

 

4.5. Governmental Authorization; Third Party Consents. No consent, approval, authorization, order, registration or qualification (each, an “Authorization”) of or with any governmental authority or any other person is required for the execution, delivery or performance (including, without limitation, the sale of the Company Shares) by, or enforcement against, the Company of this Agreement or the consummation by the Company of the transactions contemplated by this Agreement, except (i) such Authorizations as have already been obtained or (ii) as otherwise provided in this Agreement.

 

 

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4.6. Capitalization.

 

4.6.1. The Company's authorized capital stock consists of 500,000,000 shares of common stock, par value $0.001, of which 100,521,335 shares are issued and outstanding, and 5,000,000 shares of preferred stock, par value $0.001, 1,000,000 of which are designated as Series A Preferred Stock, par value $0.001 and 300,000 of which are issued and outstanding. All shares of the Company’s securities are owned of record and beneficially by the shareholders in the amounts set forth in the Shareholder’s list attached hereto as Exhibit B. There are no outstanding dividends, whether current or accumulated, due or payable on any of the capital stock of the Company.

 

4.6.2. Seller is the legal owner and has good and marketable title (beneficially and of record) to all of the Company Shares. The Company Shares, when issued to the Purchasers pursuant to this Agreement, will be: (i) duly authorized, validly issued, and outstanding; (ii) fully paid, non-assessable, and free of preemptive rights; and (iii) free and clear of any and all pledges, claims, restrictions, charges, liens, security interests, encumbrances, or other interests of third parties of any nature whatsoever. As of the date hereof: (i) there are no outstanding options, warrants, rights, commitments, or agreements of any kind for the issuance or sale of, or outstanding securities convertible into, any additional shares of capital stock of any class of the Company; (ii) there are no voting trusts, voting agreements, proxies, or other agreements, instruments, or undertakings with respect to the voting of any Company securities to which the Company or any of its shareholders is a party; and (iii) there are no restrictions on transfer of any Company securities except for restrictions imposed by applicable laws or by the express terms of this Agreement. There are no contracts, commitments, understandings or arrangement by which the Company is bound to issue additional registered capital, share capital or other securities.

 

4.7. Agreements. Except for this Agreement and the Escrow Agreement, there are no agreements, understandings, instruments, contracts or proposed transactions, or judgments, orders, writs or decrees, to which the Company is a party or by which it is bound. The Company is not a guarantor or indemnitor of any indebtedness of any other person, party or entity. The Company has not declared or paid any dividends or authorized or made any distribution upon or with respect to any class or series of its equity securities.

 

4.8. Absence of Undisclosed Liabilities. As of the dates of the Company's financial statements, the Company had no liabilities, either accrued or contingent, of a nature required to be reflected in the financial statements in accordance with generally accepted accounting principles (whether due or to become due, which individually or in the aggregate are reasonably likely to have an adverse effect on the Company) but that are actually not reflected in the financial statements.

 

4.9. Liabilities.

 

4.9.1.     The Company has $5,391 in accrued liabilities that are reflected in the financial statements in accordance with generally accepted accounting principles, and whether due or to become due.

 

4.9.2.     There are no lawsuits, actions or administrative, arbitration or other proceedings or governmental investigations ongoing, pending or threatened against or relating to the Company, Seller or the Company's properties or business. The Company has not entered into or been subject to any consent decree, compliance order, or administrative order with respect to any property owned, operated, leased, or used by the Company. The Company has not received any request for information, notice, demand letter, administrative inquiry, or formal or informal complaint or claim with respect to any property owned, operated, leased, or used by the Company or any facilities or operations thereon.

 

4.9.3.     To the Company's knowledge, no claim has ever been made by an authority in a jurisdiction where the Company does not file tax returns that it is or may be subject to taxation by that jurisdiction. There are no actual, pending or, to the Company's knowledge, threatened liens, encumbrances, or charges against any of the assets of the Company arising in connection with any failure (or alleged failure) to pay any tax. The Company has withheld and paid all taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, shareholder, or other third party. To the Company's knowledge, there is no dispute or claim concerning any tax liability of the Company either claimed or raised by any authority in writing. The Company has not waived any statute of limitations in respect of taxes or agreed to any extension of time with respect to a tax assessment or deficiency.

 

 

 

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4.10. Financial Statements. The Company's financial statements fairly present the financial condition of the Company at the dates of said statements and the results of its operations for the periods covered thereby and have been prepared in accordance with United States generally accepted accounting principles and practices consistently applied and consistent with the books and records of the Company.

 

4.11. Binding Effect. This Agreement has been duly executed and delivered by the Seller, and constitutes the legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general principles of equity.

 

4.12. Private Offering. No registration of the Company Shares, pursuant to the provisions of the Securities Act of 1933, as amended, or any state securities or “blue sky” laws, will be required by the sale of the Company Shares in the manner contemplated in Section 1 herein. Seller agrees that neither it, nor anyone acting on its behalf, shall offer to sell the Company Shares or any other securities of the Company so as to require the registration of the Company Shares pursuant to the provisions of the Securities Act of 1933, as amended, or any state securities or “blue sky” laws.

 

4.13. Disclosure. Seller understands and confirms that Purchaser is relying on the representations, warranties and covenants contained in this Agreement and the disclosures set forth in the reports, forms and other documents filed with the United States Securities Exchange by the Company (collectively, the “SEC Reports”) in entering into this Agreement. All disclosures contained in the SEC Reports or otherwise provided to Purchaser regarding the Company, its businesses and the transactions contemplated hereby, furnished by or on behalf of Seller or the Company are complete, true and correct and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

 

5. Indemnification. The Seller shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Purchaser, the Company, the officers, directors, agents, investment advisors, partners, members and employees of each of them, each person who controls any such Purchaser (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable costs of preparation and reasonable attorneys' fees) and expenses (collectively, “Losses”), as incurred, arising out of or relating to any breach of the representations, warranties and covenants of Seller set forth in this Agreement, up to a maximum amount equal to the portion of the Purchase Price actually received by Seller.

 

If any Proceeding shall be brought or asserted against any person entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall promptly notify the Person from whom indemnity is sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses incurred in connection with defense thereof; provided, that the failure of any Indemnified Party to give such notice shall not relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except (and only) to the extent that it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such failure shall have proximately and materially adversely prejudiced the Indemnifying Party.

 

 

 

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An Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party has agreed in writing to pay such fees and expenses; (2) the Indemnifying Party shall have failed promptly to assume the defense of such Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (3) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense thereof and such counsel shall be at the expense of the Indemnifying Party). The Indemnifying Party shall not be liable for any settlement of any such Proceeding effected without its written consent, which consent shall not be unreasonably withheld or delayed. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding.

 

All fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section) shall be paid to the Indemnified Party, as incurred, within ten calendar of written notice thereof to the Indemnifying Party (regardless of whether it is ultimately determined that an Indemnified Party is not entitled to indemnification hereunder; provided, that the Indemnifying Party may require such Indemnified Party to undertake to reimburse all such fees and expenses to the extent it is finally judicially determined that such Indemnified Party is not entitled to indemnification hereunder).

 

This Section 5 shall expire and terminate three months after the Closing Date.

 

6. Miscellaneous. This Agreement constitutes the entire agreement between the parties hereto and supersedes all prior agreements and discussions between Purchaser and Seller. No waiver of any of the provisions of this Agreement will be deemed to constitute a waiver of any other provisions hereof. This Agreement may be executed by the parties hereto in separate counterparts, each of which will be deemed to be one and the same instrument. All claims, disputes and other matters in question between the parties to this Agreement, arising out of or relating to this Agreement or breach thereof, shall be filed and heard only in the state courts of Nevada. The Agreement will be government by and construed and enforced in accordance with the internal laws of the State of Nevada, without regard to the principles of conflicts of law thereof.

 

7. Cooperation. Seller agrees to cooperate and assist the Purchaser and its advisors and consultants (including without limitation, legal counsel, auditors and financial advisors) in preparing the Q1 2026 Form 10-Q and the financial statements to be included therein.

 

 

 

 

 

 

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth in the first paragraph.

 

COMPANY:

 

INVECH HOLDINGS, INC.

a Nevada corporation

 

By: /s/ Rhonda Keaveney

Rhonda Keaveney

President, CEO, Secretary, Treasurer, Director

 

 

Address:

XXXXXXXX

XXXXXXXX

 

 

 

 

 

 

 

 

 

 

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SELLER

 

Small Cap Compliance, LLC,

a Limited Liability Company  

 

By: /s/ Rhonda Keaveney

Rhonda Keaveney, Sole Member  

 

Address:

XXXXXXXX

XXXXXXXX

 

 

(90,000,00 shares of Common Stock; 300,000 shares of Series A Preferred Stock)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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PURCHASERS:

 

By: /s/ Alexander M. Woods-Leo

Alexander M. Woods-Leo

 

 

 

(90,000,000 shares of Common Stock; 300,000 shares of Series A Preferred Stock)

 

 

 

 

 

 

 

 

 

 

 

 

 

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EXHIBIT A

PURCHASER

 

Name Amount of Shares Consideration

Alexander M. Woods-Leo

 

90,000,000 shares of Common Stock

300,000 Series A Preferred Stock

 

$.001128205

$.001128205

 

TOTAL

90,000,000 shares of Common Stock

300,000 shares of Series A Preferred Stock

$350,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 10 

 

 

Exhibit 10.3

 

CANCELLATION OF DEBT

BY AND BETWEEN

INVECH HOLDINGS, INC.

AND

SMALL CAP COMPLIANCE, LLC

 

 

This Cancellation of Debt (the "Agreement") is entered as of January 7, 2026 by and between Invech Holdings, Inc. (hereinafter referred to as the "Company”) and Small Cap Compliance, LLC, (hereinafter referred to as the "Holder").

 

WHEREAS, the Company is indebted to the Holder in the aggregate sum of $58,258 plus any additional debt incurred after December 31, 2025 (the "Debt");

 

WHEREAS, the Holder wishes to cancel $38,258 plus any additional debt incurred after December 31, 2025;

 

WHEREAS, the Holder wishes to retain $20,000 of the debt;

 

WHEREAS, the Holder will receive a Convertible Note for the remaining $20,000 of unpaid debt (the “Note”) evidenced by payable accounts and related party advancements previously disclosed;

 

NOW, THEREFORE, in consideration of the mutual conditions and covenants contained in this Agreement, and for other good and valuable consideration, the sufficiency and receipt of which is hereby acknowledged, it is hereby stipulated, consented to and agreed by and among the parties as follows:

 

1.Cancellation. The Company hereby accepts the cancellation of the Debt held by Holder. In consideration of, and in exchange there for the Debt and all rights associated with the Debt, including any claim for interest, held by the Holder are hereby cancelled.

 

2.Convertible Note Issuance. The Company will issue the Note for remaining unpaid debt.

 

3.Commissions. No commission or other remuneration has been paid or given directly or indirectly by the Holder for this exchange and cancellation.

 

4.Entire Agreement. This Agreement and its Exhibits, if any, contain the entire agreement and understanding concerning the subject matter hereof between the parties and supersedes and replaces all prior negotiations, proposed agreement and agreements, written or oral.

 

5.Severability. Should any provision of this Agreement be declared or be determined by any court or tribunal to be illegal or invalid, the validity of the remaining parts, terms or provisions shall not be affected thereby and said illegal or invalid part, term or provision shall be severed and deemed not to be part of this Agreement.

 

6.Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada.

 

7.Arbitration. All claims, controversies and disputes between Holder and the Company shall be settled by binding arbitration before the appropriate court in Clark County, Nevada.

 

8.Attorneys’ Fees. The prevailing party shall be entitled to recover from the other party its reasonable attorneys’ fees and costs.

 

9.Counterparts. This Agreement may be executed in counterparts, each of which, when all parties have executed at least one such counterpart, shall be deemed an original, with the same force and effect as if all signatures were appended to one instrument, but all of which together shall constitute one and the same Agreement.

 

 

  “HOLDER”: “COMPANY”:
     
  Small Cap Compliance, LLC Invech Holdings, Inc.
     
     
  By: /s/ Rhonda Keaveney By: /s/ Rhonda Keaveney
  Rhonda Keaveney, Sole Member Rhonda Keaveney, CEO
     

Exhibit 10.4

 

THIS CONVERTIBLE PROMISSORY NOTE AND THE SECURITIES THAT MAY BE ACQUIRED PURSUANT TO THIS CONVERTIBLE PROMISSORY NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THIS CONVERTIBLE PROMISSORY NOTE AND SUCH OTHER SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF A REGISTRATION STATEMENT AND LISTING APPLICATION IN EFFECT WITH RESPECT TO THIS CONVERTIBLE PROMISSORY NOTE OR SUCH OTHER SECURITIES UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE SECURITIES LAW, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION AND LISTING NOT REQUIRED PURSUANT TO A VALID EXEMPTION THEREFROM UNDER THE SECURITIES ACT AND THE APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION.

 

CONVERTIBLE PROMISSORY NOTE

 

US $20,000 As of February 12, 2026.

 

FOR VALUE RECEIVED, Invech Holdings, Inc., a Nevada corporation (the “Company”), having an address 7339 E. Williams Drive, Unit 26496, Scottsdale, AZ, 85255, hereby promises to pay to the order of Small Cap Compliance, LLC (the “Holder”), at the offices of 7339 E. Williams Drive, Unit 26496, Scottsdale, AZ, 85255 or such other place as may be designated by Holder to the Company in writing, as directed by Holder, the aggregate principal amount of up to $20,000, the principal, on the unpaid principal amount hereof, upon the terms and conditions hereinafter set forth.

 

1.Terms of the Convertible Promissory Note (the “Note”). The Company will pay Holder a total of $20,000 (the “Principal”) within 12 months. The terms and conditions set forth herein shall only apply to the Principal.

 

a)The Note is issued under the terms of the Agreement, which stipulates the transfer of debt owed to Small Cap Compliance, LLC by Invech Holdings, Inc.

 

2.Payment Terms. The Company promises to pay to Holder the balance of Principal, no interest, on May 12, 2026, unless this Note is earlier prepaid as herein provided or earlier converted into Common Stock (as hereinafter defined) of the Company pursuant to Section 3 hereof. All payments hereunder shall be made in lawful money of the United States of America. Payment shall be credited to Principal.

 

3.Interest. The debt is a non-interest bearing loan to the Company.

 

4.Conversion of this Note.

 

(a)Automatic Conversion. This Note shall automatically be converted into shares of the Company’s common stock (“Common Stock”) at the Note Conversion Rate at the par value of $.01, equaling 2,000,000 shares, at the time of conversion. Holder shall not be able to convert into any position that would result the Holder to hold more than 9.9% of the class of common stock of the Company.

 

(c)Mechanics of Automatic Conversion. Upon the occurrence of the event specified in Section 2 above, this Note shall be converted into Common Stock automatically without any further action by Holder; provided, however, that the Company shall not be obligated to issue a certificate or certificates evidencing the shares of Common Stock issuable upon such conversion of this Note (“Conversion Shares”) unless the original of this Note is delivered to the Company, or Holder notifies the Company in writing that such original of this Note has been lost, stolen or destroyed, and Holder execute an agreement satisfactory to the Company to, among other things, indemnify the Company from any loss incurred by the Company in connection with such original of this Note. Upon surrender by Holder to the Company of the original of this Note at the office of the Company, there shall be issued and delivered to Holder promptly at such office and in Holder name as shown on the original of this Note, a certificate or certificates for the applicable number of Conversion Shares on the date on which such automatic conversion is deemed to have occurred.

 

(d)Conversion Calculations: No Fractional Shares. Conversion calculations pursuant to this Section 3 shall be rounded to the nearest whole share of Common Stock, and no fractional shares shall be issuable by the Company upon conversion of this Note. Conversion of this Note shall be deemed payment in full of this Note and this Note shall thereupon be cancelled.

 

 

 

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5.Redemption. This Note may be redeemed by the Company by payment of the entire Principal outstanding under this Note, plus the applicable Final Payment Amount (hereinafter defined), in cash to Holder. The Company must provide notice to Holder not less than thirty (30) days prior to effecting such redemption. During the period from providing of such notice to Holder and the Company effecting the redemption, the Company may cancel such redemption by providing notice of such cancellation to Holder.

 

6.Representations and Warranties of the Company. The Company represents and warrants to Holder as follows:

 

(a)The execution and delivery by the Company of this Note (i) are within the Company’s corporate power and authority, and (ii) have been duly authorized by all necessary corporate action.

 

(b)This Note is a legally binding obligation of the Company, enforceable against the Company in accordance with the terms hereof, except to the extent that (i) such enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights and (ii) the availability of the remedy of specific performance or in injunctive or other equitable relief is subject to the discretion of the court before which any proceeding therefore may be brought.

 

7.Representations, Warranties and Covenants of Holder. Holder represents and warrants to the Company, and agrees, as follows:

 

(a)This Note and any Conversion Shares issuable upon conversion of this Note are being acquired by Holder for his own account for investment and not with a view to, or for sale in connection with, any distribution thereof.

 

(b)Holder has sufficient knowledge and experience in financial and business matters and is capable of evaluating the risks and merits in the Company; Holder believes that Holder has received or had access to all information Holder consider necessary or appropriate to make an informed investment decision with respect to this Note; and Holder is able financially to bear the risk of losing Holders’ full investment in this Note.

 

(c)Holder understands that this Note and any Conversion Shares have not been registered under the Securities Act or registered or qualified under any the securities laws of any state or other jurisdiction, are “restricted securities,” and cannot be resold or otherwise transferred unless they are registered under the Securities Act, and registered or qualified under any other applicable securities laws, or an exemption from such registration and qualification is available. Prior to any proposed transfer of this Note or any Conversion Shares, Holder shall, among other things, give written notice to the Company of his intention to effect such transfer, identifying the transferee and describing the manner of the proposed transfer and, if requested by the Company, accompanied by (i) investment representations by the transferee similar to those made by Holder in this Section 7 and (ii) an opinion of counsel satisfactory to the Company to the effect that the proposed transfer may be effected without registration under the Securities Act and without registration or qualification under applicable state or other securities laws. Each certificate for any Conversion Shares shall bear a legend to the foregoing effect.

 

8.No Waiver in Certain Circumstances. No course of dealing of Holder nor any failure or delay by Holder to exercise any right, power or privilege under this Note shall operate as a waiver hereunder and any single or partial exercise of any such right, power or privilege shall not preclude any later exercise thereof or any exercise of any other right, power or privilege hereunder.

 

9.Certain Waivers by the Company. Except as expressly provided otherwise in this Note, the Company and every endorser or guarantor, if any, of this Note waive presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Note, and assent to any extension or postponement of the time of payment or any other indulgence, to any substitution, exchange or release of collateral available to Holder, if any, and to the addition or release of any other party or person primarily or secondarily liable.

 

11.Security Agreement. The Company’s obligations under this Note have been secured by a grant of a security interest to Holder in certain collateral, as more particularly described in that certain Security Agreement between the Company and Holder dated as of the date of this Note.

 

[Signature Page to Follow]

 

 

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IN WITNESS WHEREOF, the undersigned have caused this Convertible Promissory Note to be executed and delivered by a duly authorized officer as of the date first above written.

 

COMPANY

 

 

/s/ Rhonda Keaveney

Invech Holdings, Inc.

Rhonda Keaveney, CEO

 

 

 

HOLDER

 

 

/s/ Rhonda Keaveney

Small Cap Compliance, LLC

Rhonda Keaveney, CEO

 

 

 

 

 

 

 

 

 

 

 

 3 

 

Exhibit 10.5

 

February 17, 2026

 

Board of Directors

Invech Holdings, Inc.

Re: Resignation of Rhonda Keaveney

 

Dear Board of Directors:

 

Please be advised that I, Rhonda Keaveney, do hereby resign all of my positions as officer and director of Invech Holdings, Inc. (the “Company”).

 

This resignation is effective immediately. Specifically, I resign from my positions as President, Chief Executive Officer, Secretary, Treasurer and Director of the Company, as well as any other positions that might be construed as part of the executive management of directorship of the Company.

 

My resignation is not due to any disagreement on any matter relating to the operations, policies, or practices of the Company.

 

Yours truly,

 

/s/ Rhonda Keaveney

 

Rhonda Keaveney