{"url_path":"/sec/ivhi/10-k/2026/item-13","section_key":"item-13","section_title":"Item 13 **","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-01-20","source_url":"https://www.sec.gov/Archives/edgar/data/1009919/0001683168-26-000412-index.html","accession_number":"0001683168-26-000412","cik":"0001009919","ticker":"IVHI","issuer_name":"Invech Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1009919/0001683168-26-000412-index.html","primary_entity_key":"0001009919","primary_entity_name":"Invech Holdings, Inc."},"word_count":1010,"has_tables":true,"body_markdown":"** **\n\n**Item 13.**\n**Certain Relationships and Related Transactions, and Director Independence**\n\n** **\n\nRegulation S-K, Item 4, Section C require\nthe disclosure of transactions with related persons since the beginning of the registrant’s last fiscal year, or any currently proposed\ntransaction, in which the registrant was or is to be a participant and the amount involved\nexceeds $120,000, and in which any related person had or will have a direct or indirect material interest.\n\n \n\nWe have\none outstanding loan with the following related persons:\n\n \n\nThe\ncompany borrowed $61,735 from Small Cap Compliance, LLC to pay company debt which includes transfer agent fees and accounting fees.\n\n \n\nSCC is the majority shareholder\nof Invech Holdings, Inc. and Rhonda Keaveney, our Company’s sole officer and director, is also the owner of SCC.\n\n \n\nThis\nloan bears no interest, is not convertible into the Company’s stock, has no maturity date and is payable upon demand.\n\n \n\nOn November\n22, 2024, 90,000,000 shares of restricted common stock were issued to Small Cap Compliance, LLC. The shares were issued to pay off any\nmonies loaned to the Company up until, and through, this date.\n\n \n\nRegulation S-K, Item 4, Section C require\ndisclosure of promoters and certain control persons for registrants that are filing financials statements on 10-K under the Exchange Act\nand that had a promoter at any time during the past five fiscal years shall:\n\n \n\n(i) State the names of\nthe promoter(s), the nature and amount of anything of value (including money, property, contracts, options, or rights of any kind) received\nor to be received by each promoter, directly or indirectly, from the registrant and the nature and amount of any assets, services or other\nconsideration therefore received or to be received by the registrant; and\n\n \n\n(ii) As to any assets\nacquired or to be acquired by the registrant from a promoter, state the amount at which the assets were acquired or are to be acquired\nand the principle followed or to be followed in determining such amount, and identify the persons making the determination and their relationship,\nif any, with the registrant or any promoter. If the assets were acquired by the promoter within two years prior to their transfer to the\nregistrant, also state the cost thereof to the promoter.\n\n \n\nSmall Cap Compliance, LLC\nis not considered a promoter under the meaning of Securities Act Rule 405(1)(ii).\n\n \n\nUnder Regulation S-K Item 404(c)(2) Registrants\nshall 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\nthat 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\nof acquiring, holding, voting or disposing of equity securities of a registrant, that acquired control of a registrant that is a shell\ncompany. \n\n \n\nAt the time SCC purchased the\ncontrol block of Preferred A Stock, IVHI was a shell company. In accordance with S-K 404(c)(2) paragraphs (c)(1)(i)\nand (c)(1)(ii), the following information is being disclosed. However, as discussed below, IVHI is no longer considered a shell company. \n\n \n\nRhonda Keaveney has been appointed as custodian to many companies in\nthe states of Nevada, Wyoming, Colorado, and Florida. As custodian, Ms. Keaveney, through her company, Small Cap Compliance, LLC has rehabilitated\nmany companies, including IVHI. The only potential conflict in working with, and acting as officer and director, of multiple companies\nis the amount of time Ms. Keaveney must spend on the daily operations of each company. The custodian companies have no operations. Ms.\nKeaveney reinstates each company with its state of domicile, files Form 10s or OTC Markets financial statements, pays certain outstanding\ncompany bills and searches for a suitable merger candidate or business combination for each company.\n\n \n\n \n\n \n\n 25 \n\n \n\n \n\nThe potential for conflict is low but not zero. Ms. Keaveney does not\nemploy investor relations firms to promote any of her companies and focuses on making each company compliant with relevant regulatory\nagencies. The investors should be aware that Small Cap Compliance, LLC is the majority shareholder for each company and Ms. Keaveney is\nthe only officer, director, and executive director for IVHI. These companies have usually been abandoned and the stock is illiquid. The\ninvestors could lose some or all their investment due to these factors. \n\n \n\nUnder Regulation S-K Item 404(c)(2) Registrants\nshall 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\nthat 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\nof acquiring, holding, voting or disposing of equity securities of a registrant, that acquired control of a registrant that is a shell\ncompany.\n\n \n\nRhonda Keaveney is our CEO and\nPresident. She is not deemed to be independent under applicable rules. We have not established any committees of the Board of Directors.\nWe have only one individual serving as director, officer, and executive officer.\n\n \n\nIVHI is no longer a shell company as discussed in detail in Item 2.\nWe are incurring material operating expenses and development expenses relating to regulatory compliance for public companies and marketing\nour services. In addition, we have incurred material expenses in the operation of our business, such as travel costs, audit expenses,\nand so forth. These, and other elements of our operating status show that we indeed are and have “engaged in activities that are,\nat a minimum, sufficient to manifest a strong commitment to developing a legitimate business.” It is our assertion that since January\n21, 2023, IVHI has not been a shell company*.*\n\n \n\nRegulation S-K, Item 404(d)(1) requires that small\nreporting companies, as defined by § 229.10(f)(1), disclose the acquisition of an entity as it related to a related-party transaction.\n\n \n\nMs. Keaveney is sole shareholder and sole officer\nand director of Invech Consulting Corporation (“ICC”). IVHI executed a consulting service agreement with ICC.\n\n \n\nExcept as set forth above, there have been no\nrelated party transactions, or any other transactions or relationships required to be disclosed."}