SecProbe.io

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April 8, 2026

United States Securities and Exchange Commission

Division of Corporation Finance

Attn: Eddie Kim

100 F Street, N.E.

Washington, DC 20549

    Re:
    Invech Holdings, Inc.

    Registration Statement on Form S-1

    Filed April 2, 2026

    File No. 333-294854

Ladies and Gentlemen:

The undersigned registrant (the “Registrant”)
hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced
Registration Statement on Form S-1 to become effective on April 10, 2026 at 5:00 p.m. Eastern Daylight Time, or as soon thereafter as
practicable.

The Registrant authorizes Chase Chandler of Brunson
Chandler & Jones, PLLC, outside counsel to the Registrant, to verbally alter the requested date and time of effectiveness of the Registration
Statement with the Commission. Please call Mr. Chandler at (801) 303-5772 with any questions.

Very truly yours,

    Invech Holdings, Inc.

    /s/ Alexander M. Woods-Leo

    Alexander M. Woods-Leo

    Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
                                                           April 8, 2026

Alexander Woods-Leo
Principal Executive Officer
Invech Holdings, Inc.
1603 Capitol Ave
Suite 413 PMB 1777
Cheyenne, WY 82001

       Re: Invech Holdings, Inc.
           Registration Statement on Form S-1
           Filed April 2, 2026
           File No. 333-294854
Dear Alexander Woods-Leo:

       This is to advise you that we have not reviewed and will not review your
registration
statement.

        Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

       Please contact Eddie Kim at 202-551-8713 with any questions.

                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of Trade &
Services
cc:    Chase Chandler
</TEXT>
</DOCUMENT>

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Invech Holdings, Inc.

PO Box 26496

Scottsdale, AZ 85255

October 28, 2024

Via EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D. C. 20549

Attention: Jenna Hough, Esq.

    Re:
    Invech Holdings, Inc.

    Registration Statement on Form S-1

    File No. 333-276779

Dear Ms. Hough:

In accordance with Rule 461 promulgated pursuant
to the Securities Act of 1933, Invech Holdings, Inc. is hereby requesting that the effective date of the above-referenced Registration
Statement on Form S-1 be accelerated so that it will become effective on 4:00 pm, Eastern October 30, 2024, or as soon as
may be practicable.

If you have any questions
regarding this request, please contact Rhonda Keaveney, our CEO at (602) 793-8058.

    Sincerely,

    /s/ Rhonda Keaveney

    Rhonda Keaveney

    Chief Executive Officer

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INVECH HOLDINGS, INC.

7339 E. Williams Drive

Unit 26496

Scottsdale, AZ 85255

October 4, 2024

Ms. Jenna Hough

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Invech Holdings, Inc.

    Amendment No. 11 of the Registration Statement on Form S-1

    Filed September 24, 2024

    File No. 333-276779

Dear Ms. Hough:

Set forth below are the responses of Invech Holdings,
Inc., a Nevada corporation (“IVHI” “we,” “us,”
“our” or the “Company”), to the comments received from you, the Division of Corporation
Finance of the U.S. Securities and Exchange Commission (the “SEC”) by emailed letter, dated October 3,
2024, with respect to (i) our Amendment No. 11 of the Registration Statement on Form S-1 filed on September 24, 2024. The
responses provided below are numbered to correspond to your comments, which have been reproduced and emboldened herein for ease of reference.

Amendment No. 11 to Registration Statement on Form S-1 Filed
September 24, 2024

Going Concern, page 2

1. Please update this section
to reflect the most recent interim financial information contained in this filing. In this regard, we note that your total liabilities,
net loss, working capital deficit and accumulated deficit have all increased. Additionally, please revise the Related Party Transactions
section on page 3 and the going concern risk factor on page 7 based upon the most recent interim financial information.

Response:

The following language was inserted:

Page 2

During the six months ended June
30, 2024, the Company incurred a net loss of $ $45,776 and used cash of $45,776 for operating activities. As of June 30, 2024, the Company
had a working capital deficit of $79,251 and an accumulated deficit of $ 292,366.

      1

Page 3

As of June 30, 2024, the Company borrowed a total
of $69,417 from Small Cap Compliance, LLC to pay company debt which includes transfer agent fees, accounting fees, and general operating
expenses. The advance is non-interest bearing and due on demand.

Subsequent to June 30, 2024, SCC advanced the
Company $3,492 to pay for transfer agent fees, accounting fees, and general operating expenses. The advance is non-interest bearing and
due on demand.

Page 7

Our independent auditors have included an explanatory paragraph in
their report on our financial statements for the six months ended June 30, 2024 and fiscal years ended December 31, 2023, and 2022 expressing
doubt regarding our ability to continue as a going concern.

Exhibit 23.1

2.We note that the audit
report date of September 24, 2024 on page F-2 does not match the audit report date referred to in the consent. Please file a new consent
from your auditor that refers to the correct audit report date.

Response:

Updated consent letter has been filed as Exhibit 23.1.

If you have any questions or comments concerning this response, please
call Rhonda Keaveney, our CEO, at (602) 793 -8058 or email Ms. Keaveney at rhonda@scctransferllc.com.

    Sincerely,

    Invech Holdings, Inc.

    By:
    /s/ Rhonda Keaveney

    Rhonda Keaveney

    Chief Executive Officer

      2

October 3, 2024
Rhonda Keaveney
Chief Executive Officer
Invech Holdings, Inc.
7339 E. Williams Drive
Unit 26496
Scottsdale, AZ 85255
Re:Invech Holdings, Inc.
Amendment No. 11 to Registration Statement on Form S-1
Filed September 24, 2024
File No. 333-276779
Dear Rhonda Keaveney:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our September 11, 2024 letter.
Amendment No. 11 to Registration Statement on Form S-1 Filed September 24, 2024
Going Concern, page 2
1.Please update this section to reflect the most recent interim financial information
contained in this filing.  In this regard, we note that your total liabilities, net loss, working
capital deficit and accumulated deficit have all increased.  Additionally, please revise the
Related Party Transactions section on page 3 and the going concern risk factor on page
7 based upon the most recent interim financial information.
Exhibit 23.1
2.We note that the audit report date of September 24, 2024 on page F-2 does not match the
audit report date referred to in the consent. Please file a new consent from your auditor
that refers to the correct audit report date.

October 3, 2024
Page 2
            Please contact Stephen Kim at 202-551-3291 or Joel Parker at 202-551-3651 if you have
questions regarding comments on the financial statements and related matters. Please contact
Jenna Hough at 202-551-3063 or Donald Field at 202-551-3680 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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INVECH HOLDINGS, INC.

7339 E. Williams Drive

Unit 26496

Scottsdale, AZ 85255

September 24, 2024

Ms. Jenna Hough

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Invech Holdings, Inc.

    Amendment No. 10 of the Registration Statement on Form S-1

    Filed August 29, 2024

    File No. 333-276779

Dear Ms. Hough:

Set forth below are the responses of Invech Holdings,
Inc., a Nevada corporation (“IVHI” “we,” “us,”
“our” or the “Company”), to the comments received from you, the Division of Corporation
Finance of the U.S. Securities and Exchange Commission (the “SEC”) by emailed letter, dated September 11,
2024, with respect to (i) our Amendment No. 10 of the Registration Statement on Form S-1 filed on August 29, 2024. The
responses provided below are numbered to correspond to your comments, which have been reproduced and emboldened herein for ease of reference.

Amendment No. 10 to Registration Statement on Form S-1 Filed
August 29, 2024

General

1.        We note your response
to prior comment 1 and reissue our comment in full. Please update your financial statements pursuant to Rule 3-12 of Regulation S-X to
include the financial statements for the latest interim period in 2024. Update the associated financial information in applicable sections
of the filing as appropriate.

Response:

Financials have been updated.

2.       We note that your auditor
provided a consent to the use of its audit report that was dated July 10, 2024. Given the extended period of time that has passed since
this consent was provided, please file an updated consent from your auditor.

Response:

Updated consent letter has been filed as Exhibit 23.1.

If you have any questions or comments concerning this response, please
call Rhonda Keaveney, our CEO, at (602) 793 -8058 or email Ms. Keaveney at rhonda@scctransferllc.com.

    Sincerely,

    Invech Holdings, Inc.

    By:
    /s/ Rhonda Keaveney

    Rhonda Keaveney

    Chief Executive Officer

September 11, 2024
Rhonda Keaveney
Chief Executive Officer
Invech Holdings, Inc.
7339 E. Williams Drive
Unit 26496
Scottsdale, AZ 85255
Re:Invech Holdings, Inc.
Amendment No. 10 to Registration Statement on Form S-1
Filed August 29, 2024
File No. 333-276779
Dear Rhonda Keaveney:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our August 23, 2024 letter.
Amendment No. 10 to Registration Statement on Form S-1 Filed August 29, 2024
General
1.We note your response to prior comment 1 and reissue our comment in full. Please update
your financial statements pursuant to Rule 3-12 of Regulation S-X to include the financial
statements for the latest interim period in 2024. Update the associated financial
information in applicable sections of the filing as appropriate.
2.We note that your auditor provided a consent to the use of its audit report that was dated
July 10, 2024. Given the extended period of time that has passed since this consent was
provided, please file an updated consent from your auditor.

September 11, 2024
Page 2
            Please contact Stephen Kim at 202-551-3291 or Joel Parker at 202-551-3651 if you have
questions regarding comments on the financial statements and related matters. Please contact
Jenna Hough at 202-551-3063 or Donald Field at 202-551-3680 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Rhonda Keaveney

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INVECH HOLDINGS, INC.

7339 E. Williams Drive

Unit 26496

Scottsdale, AZ 85255

August 29, 2024

Ms. Jenna Hough

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Invech Holdings, Inc.

    Amendment No. 9 of the Registration Statement on Form S-1

    Filed August 16, 2024

    File No. 333-276779

Dear Ms. Hough:

Set forth below are the responses of Invech Holdings,
Inc., a Nevada corporation (“IVHI” “we,” “us,”
“our” or the “Company”), to the comments received from you, the Division of Corporation
Finance of the U.S. Securities and Exchange Commission (the “SEC”) by emailed letter, dated August 23,
2024, with respect to (i) our Amendment No. 9 of the Registration Statement on Form S-1 filed on August 16, 2024. The responses
provided below are numbered to correspond to your comments, which have been reproduced and emboldened herein for ease of reference.

Amendment No. 9 to Registration Statement on Form S-1

General

1.        Please update your financial
statements pursuant to Rule 3-12 of Regulation S-X to include the financial statements for the latest interim period in 2024. Update the
associated financial information in applicable sections of the filing as appropriate.

Response:

We believe the financial statements have been filed pursuant to Rule
3-12 of Regulation S-X. On August 12, 2024 we filed Form 10-Q for period ending June 30, 2024

S-1, Amendment 8 was filed on August 6, 2024. At the time of this filing,
the financials were current for the interim period as filed on this amendment. Shortly after the filing of Amendment 8, Q2 financials
became due, and we filed the above mentioned 10-Q. At that time, we had not received additional SEC comment letters and could not have
anticipated when, or if, another SEC comment letter would be received.

2.       We note that Exhibit 5.1
references the offering of 2,462,293 shares. We also note that you revised the offering to cover the offering of 3,277,416 shares by the
selling shareholders. Please have legal counsel revise their legal opinion and refile it as Exhibit 5.1.

Response:

Legal counsel has revised Exhibit 5.1 and the legal opinion was refiled.

If you have any questions or comments concerning this response, please
call Rhonda Keaveney, our CEO, at (602) 793 -8058 or email Ms. Keaveney at rhonda@scctransferllc.com.

    Sincerely,

    Invech Holdings, Inc.

    By:
    /s/ Rhonda Keaveney

    Rhonda Keaveney

    Chief Executive Officer

August 23, 2024
Rhonda Keaveney
Chief Executive Officer
Invech Holdings, Inc.
7339 E. Williams Drive
Unit 26496
Scottsdale, AZ 85255
Re:Invech Holdings, Inc.
Amendment No. 9 to Registration Statement on Form S-1
Filed August 16, 2024
File No. 333-276779
Dear Rhonda Keaveney:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our August 14, 2024 letter.
Amendment No. 9 to Registration Statement on Form S-1
General
1.Please update your financial statements pursuant to Rule 3-12 of Regulation S-X to
include the financial statements for the latest interim period in 2024. Update the
associated financial information in applicable sections of the filing as appropriate.
2.We note that Exhibit 5.1 references the offering of 2,462,293 shares.  We also note that
you revised the offering to cover the offering of 3,277,416 shares by the selling
shareholders.  Please have legal counsel revise their legal opinion and refile it as Exhibit
5.1.

August 23, 2024
Page 2
            Please contact Stephen Kim at 202-551-3291 or Joel Parker at 202-551-3651 if you have
questions regarding comments on the financial statements and related matters. Please contact
Jenna Hough at 202-551-3063 or Donald Field at 202-551-3680 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Rhonda Keaveney

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INVECH HOLDINGS, INC.

7339 E. Williams Drive

Unit 26496

Scottsdale, AZ 85255

August 15, 2024

Ms. Jenna Hough

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Invech Holdings, Inc.

    Amendment No. 8 of the Registration Statement on Form S-1

    Filed August 6, 2024

    File No. 333-276779

Dear Ms. Hough:

Set forth below are the responses of Invech Holdings,
Inc., a Nevada corporation (“IVHI” “we,” “us,”
“our” or the “Company”), to the comments received from you, the Division of Corporation
Finance of the U.S. Securities and Exchange Commission (the “SEC”) by emailed letter, dated August 14,
2024, with respect to (i) our Amendment No. 8 of the Registration Statement on Form S-1 filed on August 6, 2024. The responses
provided below are numbered to correspond to your comments, which have been reproduced and emboldened herein for ease of reference.

Amendment No. 8 to Form S-1 filed August 6, 2024

Certain Relationships and Related Transactions, and Director
Independence, page 50

1.        We note your revised disclosure
pursuant to comment 2 and reissue in part. Please disclose each transaction disclosed in Note 7 of the interim financial statements, specifically
the additional $16,159 advance from SCC.

Response:

The following language was inserted:

Subsequent to March 31, 2024, SCC advanced the Company $16,159 to pay
for transfer agent fees, accounting fees, and general operating expenses. The advance is non-interest bearing and due on demand.

If you have any questions or comments concerning this response, please
call Rhonda Keaveney, our CEO, at (602) 793 -8058 or email Ms. Keaveney at rhonda@scctransferllc.com.

    Sincerely,

    Invech Holdings, Inc.

    By:
    /s/ Rhonda Keaveney

    Rhonda Keaveney

    Chief Executive Officer

August 14, 2024
Rhonda Keaveney
Chief Executive Officer
Invech Holdings, Inc.
7339 E. Williams Drive
Unit 26496
Scottsdale, AZ 85255
Re:Invech Holdings, Inc.
Amendment No. 8 to Registration Statement on Form S-1
Filed August 6, 2024
File No. 333-276779
Dear Rhonda Keaveney:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our August 1, 2024 letter.
Amendment No. 8 to Form S-1 filed August 6, 2024
Certain Relationships and Related Transactions, and Director Independence, page 50
1.We note your revised disclosure pursuant to comment 2 and reissue in part. Please
disclose each transaction disclosed in Note 7 of the interim financial statements,
specifically the additional $16,159 advance from SCC.

            Please contact Stephen Kim at 202-551-3291 or Joel Parker at 202-551-3651 if you have
questions regarding comments on the financial statements and related matters. Please contact
Jenna Hough at 202-551-3063 or Donald Field at 202-551-3680 with any other questions.

August 14, 2024
Page 2
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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INVECH HOLDINGS, INC.

7339 E. Williams Drive

Unit 26496

Scottsdale, AZ 85255

August 2, 2024

Ms. Jenna Hough

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Invech Holdings, Inc.

    Amendment No. 5 of the Registration Statement on Form S-1

    Filed July 24, 2024

    File No. 333-276779

Dear Ms. Hough:

Set forth below are the responses of Invech Holdings,
Inc., a Nevada corporation (“IVHI” “we,” “us,”
“our” or the “Company”), to the comments received from you, the Division of Corporation
Finance of the U.S. Securities and Exchange Commission (the “SEC”) by emailed letter, dated August 1, 2024,
with respect to (i) our Amendment No. 5 of the Registration Statement on Form S-1 filed on July 24, 2024. The responses
provided below are numbered to correspond to your comments, which have been reproduced and emboldened herein for ease of reference.

Amendment No. 5 to Registration Statement on Form S-1

Burn Rate, page 2

1.        We note your disclosure
that you will run out of funds in June of 2024. Given the dated reference, please revise to disclose updated information regarding your
burn rate and when you expect to run out of funds. Additionally, please revise the Going Concern section below with updated information
from the included interim financial statements which disclose additional net losses, used cash and increased working capital and accumulated
deficits.

Response:

Burn Rate

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.

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.

      1

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.

Certain Relationships and Related Transactions, page 50

2.       Please revise this section
and the prospectus throughout, as applicable, to disclose all related party transactions. In this regard, we note that Notes 5 and 7 of
the included interim financial statements disclose additional related party advances.

Response:

The following language was revised throughout the filing:

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.

If you have any questions or comments concerning this response, please
call Rhonda Keaveney, our CEO, at (602) 793 -8058 or email Ms. Keaveney at rhonda@scctransferllc.com.

    Sincerely,

    Invech Holdings, Inc.

    By:
    /s/ Rhonda Keaveney

    Rhonda Keaveney

    Chief Executive Officer

      2

August 1, 2024
Rhonda Keaveney
Chief Executive Officer
Invech Holdings, Inc.
7339 E. Williams Drive
Unit 26496
Scottsdale, AZ 85255
Re:Invech Holdings, Inc.
Amendment No. 5 to Registration Statement on Form S-1
Filed July 24, 2024
File No. 333-276779
Dear Rhonda Keaveney:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our April 19, 2024 letter.
Amendment No. 5 to Registration Statement on Form S-1
Burn Rate, page 2
1.We note your disclosure that you will run out of funds in June of 2024.  Given the dated
reference, please revise to disclose updated information regarding your burn rate and
when you expect to run out of funds.  Additionally, please revise the Going Concern
section below with updated information from the included interim financial statements
which disclose additional net losses, used cash and increased working capital and
accumulated deficits.
Certain Relationships and Related Transactions, page 50
Please revise this section and the prospectus throughout, as applicable, to disclose all
related party transactions.  In this regard, we note that Notes 5 and 7 of the included 2.

August 1, 2024
Page 2
interim financial statements disclose additional related party advances.
            Please contact Stephen Kim at 202-551-3291 or Joel Parker at 202-551-3651 if you have
questions regarding comments on the financial statements and related matters. Please contact
Jenna Hough at 202-551-3063 or Donald Field at 202-551-3680 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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Invech Holdings, Inc.

PO Box 26496

Scottsdale, AZ 85255

May 3, 2024

Via EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D. C. 20549

Attention: Jenna Hough, Esq.

    Re:
    Invech Holdings, Inc.

    Registration Statement on Form S-1

    File No. 333-276779

Dear Ms. Hough:

On behalf of Invech Holdings, Inc., we hereby request
that the May 6, 2024 effective date request be withdrawn. Our auditor, BF Borgers CPA PC, was denied the privilege of appearing
or practicing before the Commission on May 3, 2024. Because BF Borgers has been denied the privilege
of appearing or practicing before the Commission, and our pending registration statement contains financial information audited by BF
Borgers, we will need to file a pre-effective amendment to include financial information audited by a qualified, independent accountant
that is permitted to appear or practice before the Commission.

If you have any questions
regarding this request, please contact Rhonda Keaveney, our CEO at (602) 793-8058.

    Sincerely,

    /s/ Rhonda Keaveney

    Rhonda Keaveney

    Chief Executive Officer

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Invech Holdings, Inc.

PO Box 26496

Scottsdale, AZ 85255

May 2, 2024

Via EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D. C. 20549

Attention: Jenna Hough, Esq.

    Re:
    Invech Holdings, Inc.

    Registration Statement on Form S-1

    File No. 333-276779

Dear Ms. Hough:

In accordance with Rule 461 promulgated pursuant
to the Securities Act of 1933, Invech Holdings, Inc. is hereby requesting that the effective date of the above-referenced Registration
Statement on Form S-1 be accelerated so that it will become effective at 4:00 pm, Eastern Time on May 6, 2024, or as soon
thereafter as may be practicable.

If you have any questions
regarding this request, please contact Rhonda Keaveney, our CEO at (602) 793-8058.

    Sincerely,

    /s/ Rhonda Keaveney

    Rhonda Keaveney

    Chief Executive Officer

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Invech Holdings, Inc.

PO Box 26496

Scottsdale, AZ 85255

May 2, 2024

Via EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D. C. 20549

Attention: Jenna Hough, Esq.

    Re:
    Invech Holdings, Inc.

    Registration Statement on Form S-1

    File No. 333-276779

Dear Ms. Hough:

In accordance with Rule 461 promulgated pursuant
to the Securities Act of 1933, Invech Holdings, Inc. is hereby requesting that the effective date of the above-referenced Registration
Statement on Form S-1 be accelerated so that it will become effective at 4:00 pm, Eastern Time on May 2, 2024, or as soon
thereafter as may be practicable.

If you have any questions
regarding this request, please contact Rhonda Keaveney, our CEO at (602) 793-8058.

    Sincerely,

    /s/ Rhonda Keaveney

    Rhonda Keaveney

    Chief Executive Officer

CORRESP
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filename1.htm

INVECH HOLDINGS, INC.

7339 E. Williams Drive

Unit 26496

Scottsdale, AZ 85255

April 22, 2024

Ms. Jenna Hough

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Invech Holdings, Inc.

    Amendment No. 4 of the Registration Statement on Form S-1

    Filed April 17, 2024

    File No. 333-276779

Dear Ms. Hough:

Set forth below are the responses of Invech Holdings,
Inc., a Nevada corporation (“IVHI” “we,” “us,”
“our” or the “Company”), to the comments received from you, the Division of Corporation
Finance of the U.S. Securities and Exchange Commission (the “SEC”) by emailed letter, dated April 19, 2024,
with respect to (i) our Amendment No. 4 of the Registration Statement on Form S-1 filed on April 17, 2024. The responses
provided below are numbered to correspond to your comments, which have been reproduced and emboldened herein for ease of reference.

Amendment No.4 to Registration Statement on Form S-1Filed
April 17, 2024

General

1.        We note your response
to prior comment 2 and a related revision and reissue our comment in its entirety with a clarification. Please have your auditor provide
an updated consent (originally included with Form S-1 filed January 30, 2024 as Exhibit 23.1) to reflect the appropriate audit report
date (i.e. April 17, 2024 as disclosed on page F-2) and periods presented in the financial statements included in the filing (i.e. for
the years ended December 31, 2023 and 2022).

Response:

The updated auditor consent has replaced the stale consent as Exhibit
23.1.

If you have any questions or comments concerning this response, please
call Rhonda Keaveney, our CEO, at (602) 793 -8058 or email Ms. Keaveney at rhonda@scctransferllc.com.

    Sincerely,

    Invech Holdings, Inc.

    By:
    /s/ Rhonda Keaveney

    Rhonda Keaveney

    Chief Executive Officer

United States securities and exchange commission logo
April 19, 2024
Rhonda Keaveney
Chief Executive Officer
Invech Holdings, Inc.
7339 E. Williams Drive
Unit 26496
Scottsdale, AZ 85255
Re:Invech Holdings, Inc.
Amendment No. 4 to Registration Statement on Form S-1
Filed April 17, 2024
File No. 333-276779
Dear Rhonda Keaveney:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our April 17, 2024 letter.
Amendment No. 4 to Registration Statement on Form S-1 Filed April 17, 2024
General
1.We note your response to prior comment 2 and a related revision, and reissue our
comment in its entirety with a clarification. Please have your auditor provide an updated
consent (originally included with Form S-1 filed January 30, 2024 as Exhibit 23.1) to
reflect the appropriate audit report date (i.e. April 17, 2024 as disclosed on page F-2) and
periods presented in the financial statements included in the filing (i.e. for the years ended
December 31, 2023 and 2022).

 FirstName LastNameRhonda Keaveney
 Comapany NameInvech Holdings, Inc.
 April 19, 2024 Page 2
 FirstName LastName
Rhonda Keaveney
Invech Holdings, Inc.
April 19, 2024
Page 2
            Please contact Stephen Kim at 202-551-3291 or Joel Parker at 202-551-3651 if you have
questions regarding comments on the financial statements and related matters. Please contact
Jenna Hough at 202-551-3063 or Donald Field at 202-551-3680 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
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INVECH HOLDINGS, INC.

7339 E. Williams Drive

Unit 26496

Scottsdale, AZ 85255

April 17, 2024

Ms. Jenna Hough

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Invech Holdings, Inc.

    Amendment No. 3   of the Registration Statement on Form S-1

    Filed April 9, 2024

    File No. 333-276779

Dear Ms. Hough:

Set forth below are the responses of Invech Holdings,
Inc., a Nevada corporation (“IVHI” “we,” “us,”
“our” or the “Company”), to the comments received from you, the Division of Corporation
Finance of the U.S. Securities and Exchange Commission (the “SEC”) by emailed letter, dated April 17, 2024,
with respect to (i) our Amendment No. 3 of the Registration Statement on Form S-1 filed on April 9, 2024. The responses
provided below are numbered to correspond to your comments, which have been reproduced and emboldened herein for ease of reference.

Amendment No.3 to Registration Statement on Form S-1Filed
April 9, 2024

Item 16. Exhibits and Financial Statement Schedules, page F-1

1.        We note your response
to our prior comment 2 and related revisions and reissue our comment with a clarification. Please revise to eliminate the label "unaudited"
throughout pages F-3 through F-9 as they represent audited financial statements and related notes. See the bottom of pages F-3 through
F-6 and Notes 2, 3, and 6 on pages F-7 through F-9.

Response:

Thank you for clarifying your comment.
Language was revised on pages F-3 through F-9 to reflect the audited status.

General

2.        We note your response
to prior comment 4 and reissue our comment in entirety. Please have your auditor provide an updated consent to reflect the appropriate
report date and periods presented in the financial statements included in the filing.

Response:

The auditor updated the date of consent for the periods in this filing,
Amendment 4. The audit letter relates to annual financials for years 2023 and 2022. Although BF Borgers CPA PC audited 2023 and 2022 financials,
they were not retained until 2023.

If you have any questions or comments concerning this response, please
call Rhonda Keaveney, our CEO, at (602) 793 -8058 or email Ms. Keaveney at rhonda@scctransferllc.com.

    Sincerely,

    Invech Holdings, Inc.

    By:
    /s/ Rhonda Keaveney

    Rhonda Keaveney

    Chief Executive Officer

United States securities and exchange commission logo
April 17, 2024
Rhonda Keaveney
Chief Executive Officer
Invech Holdings, Inc.
7339 E. Williams Drive
Unit 26496
Scottsdale, AZ 85255
Re:Invech Holdings, Inc.
Amendment No. 3 to Registration Statement on Form S-1
Filed April 9, 2024
File No. 333-276779
Dear Rhonda Keaveney:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our April 2, 2024 letter.
Amendment No. 3 to Registration Statement on Form S-1 Filed April 9, 2024
Item 16. Exhibits and Financial Statement Schedules, page F-1
1.We note your response to our prior comment 2 and related revisions and reissue our
comment with a clarification. Please revise to eliminate the label "unaudited" throughout
pages F-3 through F-9 as they represent audited financial statements and related notes. See
the bottom of pages F-3 through F-6 and Notes 2, 3, and 6 on pages F-7 through F-9.
General
2.We note your response to prior comment 4 and reissue our comment in entirety. Please
have your auditor provide an updated consent to reflect the appropriate report date and
periods presented in the financial statements included in the filing.

 FirstName LastNameRhonda Keaveney
 Comapany NameInvech Holdings, Inc.
 April 17, 2024 Page 2
 FirstName LastName
Rhonda Keaveney
Invech Holdings, Inc.
April 17, 2024
Page 2
            Please contact Stephen Kim at 202-551-3291 or Joel Parker at 202-551-3651 if you have
questions regarding comments on the financial statements and related matters. Please contact
Jenna Hough at 202-551-3063 or Donald Field at 202-551-3680 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
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INVECH HOLDINGS, INC.

7339 E. Williams Drive

Unit 26496

Scottsdale, AZ 85255

April 8, 2024

Ms. Jenna Hough

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Invech Holdings, Inc.

    Amendment No. 2 of the Registration Statement on Form S-1

    Filed March 22, 2024

    File No. 333-276779

Dear Ms. Hough:

Set forth below are the responses of Invech Holdings,
Inc., a Nevada corporation (“IVHI” “we,” “us,”
“our” or the “Company”), to the comments received from you, the Division of Corporation
Finance of the U.S. Securities and Exchange Commission (the “SEC”) by emailed letter, dated April 2, 2024,
with respect to (i) our Amendment No. 2 of the Registration Statement on Form S-1 filed on March 22, 2024. The responses
provided below are numbered to correspond to your comments, which have been reproduced and emboldened herein for ease of reference.

Amendment No.2 to Registration Statement on Form S-1Filed
March 22, 2024

Security Ownership of Certain Beneficial Owners and Management,
page 59

1.        Please revise to provide
the required information as of the most recent practicable date. Refer to Item 403 of Regulation S-K. In this regard, we note the dated
reference to September 30, 2023.

Response:

The following language was inserted in section Security Ownership of
Certain Beneficial Owners and Management, page 59: April 8, 2024.

Item 16. Exhibits and Financial Statement Schedules, page F-1

2.        Please tell us why you
are providing separate financial statements as of and for the periods ended December 31, 2022 and 2021, March 31, 2023, June 30,2023,
and September 30, 2023.

Response:

The above-mentioned financials were filed with the initial S-1 filing
and relevant at the time of filing. Since the initial filing, these financials have become stale. I have removed 2021/2022 annual financials,
March 31, 2023 financials, June 30, 2023 financials, and September 30, 2023 financials. December 31, 2023 and December 31, 2022 audited
financial report has replaced the stale financials.

Description of Business, page 40

3.        Please revise to eliminate
the label "unaudited" throughout pages F-29 through F-32 as they represent audited financial statements and related notes.

Response:

The language was revised to reflect
the audited status.

 General

4.        Please have your auditor
provide an updated consent to reflect the appropriate report date and periods presented in the financial
statements included in the filing.

Response:

Stale financials statements and results
of operations have been deleted and updated financial statements and auditor letter replaced the stale financial information.

If you have any questions or comments concerning this response, please
call Rhonda Keaveney, our CEO, at (602) 793 -8058 or email Ms. Keaveney at rhonda@scctransferllc.com.

    Sincerely,

    Invech Holdings, Inc.

    By:
    /s/ Rhonda Keaveney

    Rhonda Keaveney

    Chief Executive Officer

      2

United States securities and exchange commission logo
April 2, 2024
Rhonda Keaveney
Chief Executive Officer
Invech Holdings, Inc.
7339 E. Williams Drive
Unit 26496
Scottsdale, AZ 85255
Re:Invech Holdings, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed March 22, 2024
File No. 333-276779
Dear Rhonda Keaveney:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our March 18, 2024 letter.
Amendment No. 2 to Registration Statement on Form S-1 Filed March 22, 2024
Security Ownership of Certain Beneficial Owners and Management, page 59
1.Please revise to provide the required information as of the most recent practicable date.
Refer to Item 403 of Regulation S-K.  In this regard, we note the dated reference to
September 30, 2023.
Item 16. Exhibits and Financial Statement Schedules, page F-1
2.Please tell us why you are providing separate financial statements as of and for the periods
ended December 31, 2022 and 2021, March 31, 2023, June 30,2023, and September 30,
2023.

 FirstName LastNameRhonda Keaveney
 Comapany NameInvech Holdings, Inc.
 April 2, 2024 Page 2
 FirstName LastName
Rhonda Keaveney
Invech Holdings, Inc.
April 2, 2024
Page 2
3.Please revise to eliminate the label "unaudited" throughout pages F-29 through F-32 as
they represent audited financial statements and related notes.
General
4.Please have your auditor provide an updated consent to reflect the appropriate report date
and periods presented in the financial statements included in the filing.
            Please contact Stephen Kim at 202-551-3291 or Joel Parker at 202-551-3651 if you have
questions regarding comments on the financial statements and related matters. Please contact
Jenna Hough at 202-551-3063 or Donald Field at 202-551-3680 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
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INVECH HOLDINGS, INC.

7339 E. Williams Drive

Unit 26496

Scottsdale, AZ 85255

March 22, 2024

Ms. Jenna Hough

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Invech Holdings, Inc.

    Amendment No. 1 of the Registration Statement on Form S-1

    Filed March 5, 2024

    File No. 333-276779

Dear Ms. Hough:

Set forth below are the responses of Invech Holdings,
Inc., a Nevada corporation (“IVHI” “we,” “us,”
“our” or the “Company”), to the comments received from you, the Division of Corporation
Finance of the U.S. Securities and Exchange Commission (the “SEC”) by emailed letter, dated March 18, 2024,
with respect to (i) our Amendment No. 1 of the Registration Statement on Form S-1 filed on March 5, 2024. The responses
provided below are numbered to correspond to your comments, which have been reproduced and emboldened herein for ease of reference.

Amendment No. 1 to Registration Statement on Form S-1

Prospectus Summary, page 2

1.        We note your revised disclosure
pursuant to comment 8 discussing the disparate voting rights attached to your common stock versus your Convertible Series A Preferred
Stock as well as your disclosure regarding controlling shareholders and reissue in part. Please revise this disclosure to specifically
discuss the risk that the controlling shareholders are able to control the outcome of all matters requiring shareholder approval. We further
note that you did not include a risk factor discussing the disparate voting rights and the associated risks to investors. Please revise
to include this risk factor.

Response:

The following language was inserted in the Prospectus Summary, page
2:

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.

      1

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.

Risk Factors, page 13:

We believe that the disparate voting rights and associated risks to
investors were covered under the title, “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”,
Risk Factors, page 13-14.

The risk factor was incomplete, and the following language was added
to Risk Factors, page 13:

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.

Investing in our stock is risky and investors could lose their entire
investment.

The Offering, page 5

2.        We note your response
to prior comment 9 and reissue our comment with a clarification. The number of shares available for resale by the selling stockholders,
3,277,416 shares, is not same as the number of shares of common stock outstanding prior to the offering, 10,521,335 shares. Please revise
to avoid any potential confusion.

Response:

Thank you for clarification. The following language was inserted in
the The Offering, page 5 to state that 10,521,335 shares are issued and outstanding.

Description of Business, page 40

3.        We reissue comment 13
regarding various changes in the corporate name and nature of business. Please revise to provide more detail around the reason for and
nature of such changes, the effects such changes had on the company and its shareholders, the reason the company was abandoned in 2007
and any consequential effects, and the effects the voided agreements had on the business.

Response:

We don’t know why the business was abandoned in 2007. The Nevada
8th Judicial Court awarded custodianship to Small Cap Compliance, LLC because the company was dormant for several years. The
company had no books or records at this time and the former officers and directors could not be located. We revised the Registration based
on public information and financial filings posted on the Edgar system and have no other documentation related to the request.

      2

The following language was inserted in the Description of Business,
page 40:

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
had 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,
our debt increased and 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.

Due to multiple mergers and termination of those
mergers, we 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.

Small Cap Compliance, LLC attempted to contact
the Company’s officers and directors through letters, emails, and phone calls, with no success.

The court 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.

Consolidated Balance Sheets as of March 31, 2023 and December
31, 2022, page F-9

4.        We note your response
to prior comment 18. Please clarify for us what you mean by "an outside account." Tell us whether this "outside account"
is solely held by Invech Holdings, Inc. or held by a third party, an escrow agent, on behalf of Invech Holdings, Inc. and Small Cap Compliance,
LLC, and whether there are any obligations that need to be fulfilled before the money is released from the escrow. If the cash was never
restricted, tell us why it is still in escrow and was not transferred to the account of Invech Holdings, Inc. when related obligation
was fulfilled as the sale of the preferred shares was on January 21, 2023 and the cash is still in escrow as of September 30, 2023, and
confirm to us that the money belongs to Invech Holdings, Inc. free and clear of any outstanding claims, conditions, obligations, constraints,
exceptions and/or limitations.

Response:

The monies were held in Small Cap
Compliance, LLC for auditor and attorney fees. It was listed as an outside account because there were no restrictions or agreements related
to the funds held. There were no obligations that needed to be fulfilled before the money was released from escrow. At the time, Invech
Holdings, Inc. did not have a bank account, so the money was held in the Small Cap Compliance, LLC account. The money belongs to Invech
Holdings, Inc. with no claims, conditions, obligations, constraints, exceptions and/or limitations. As of 12/31/2023, there was $7,000
left in the account because $33,000 was paid to our auditor for fees and, as of today, there is no money in the account because the remaining
$7,000 was used to pay for IVHI auditing fees for the annual 10K report.

      3

 General

5.        Please update the financial
statements included in the filing in compliance with Rule 8-08 of Regulation S-X to include the financial statements for the latest fiscal
year ended as of December 31, 2023. Update the associated financial information in applicable sections of the filing as appropriate (e.g.
MD&A).

Response:

The financial statements, auditor opinion letter, and related information
in the MD&A have been updated to reflect the 2023 annual report.

If you have any questions or comments concerning this response, please
call Rhonda Keaveney, our CEO, at (602) 793 -8058 or email Ms. Keaveney at rhonda@scctransferllc.com.

    Sincerely,

    Invech Holdings, Inc.

    By:
    /s/ Rhonda Keaveney

    Rhonda Keaveney

    Chief Executive Officer

      4

United States securities and exchange commission logo
March 18, 2024
Rhonda Keaveney
Chief Executive Officer
Invech Holdings, Inc.
7339 E. Williams Drive
Unit 26496
Scottsdale, AZ 85255
Re:Invech Holdings, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed March 5, 2024
File No. 333-276779
Dear Rhonda Keaveney:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our February 26, 2024 letter.
Amendment No. 1 to Registration Statement on Form S-1
Prospectus Summary, page 2
1.We note your revised disclosure pursuant to comment 8 discussing the disparate voting
rights attached to your common stock versus your Convertible Series A Preferred Stock as
well as your disclosure regarding controlling shareholders and reissue in part. Please
revise this disclosure to specifically discuss the risk that the controlling shareholders are
able to control the outcome of all matters requiring shareholder approval. We further note
that you did not include a risk factor discussing the disparate voting rights and the
associated risks to investors. Please revise to include this risk factor.

 FirstName LastNameRhonda Keaveney
 Comapany NameInvech Holdings, Inc.
 March 18, 2024 Page 2
 FirstName LastName
Rhonda Keaveney
Invech Holdings, Inc.
March 18, 2024
Page 2
The Offering, page 5
2.We note your response to prior comment 9 and reissue our comment with a clarification.
The number of shares available for resale by the selling stockholders, 3,277,416 shares, is
not same as the number of shares of common stock outstanding prior to the offering,
10,521,335 shares. Please revise to avoid any potential confusion.
Description of Business, page 40
3.We reissue comment 13 regarding various changes in the corporate name and nature of
business. Please revise to provide more detail around the reason for and nature of such
changes, the effects such changes had on the company and its shareholders, the reason the
company was abandoned in 2007 and any consequential effects, and the effects the voided
agreements had on the business.
Consolidated Balance Sheets as of March 31, 2023 and December 31, 2022, page F-9
4.We note your response to prior comment 18. Please clarify for us what you mean by "an
outside account." Tell us whether this "outside account" is solely held by Invech Holdings,
Inc. or held by a third party, an escrow agent, on behalf of Invech Holdings, Inc. and
Small Cap Compliance, LLC, and whether there are any obligations that need to be
fulfilled before the money is released from the escrow. If the cash was never restricted,
tell us why it is still in escrow and was not transferred to the account of Invech Holdings,
Inc. when related obligation was fulfilled as the sale of the preferred shares was on
January 21, 2023 and the cash is still in escrow as of September 30, 2023, and confirm to
us that the money belongs to Invech Holdings, Inc. free and clear of any outstanding
claims, conditions, obligations, constraints, exceptions and/or limitations.
General
5.Please update the financial statements included in the filing in compliance with Rule 8-08
of Regulation S-X to include the financial statements for the latest fiscal year ended as of
December 31, 2023. Update the associated financial information in applicable sections of
the filing as appropriate (e.g. MD&A).
            Please contact Stephen Kim at 202-551-3291 or Joel Parker at 202-551-3651 if you have
questions regarding comments on the financial statements and related matters. Please contact
Jenna Hough at 202-551-3063 or Donald Field at 202-551-3680 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

 FirstName LastNameRhonda Keaveney
 Comapany NameInvech Holdings, Inc.
 March 18, 2024 Page 3
 FirstName LastName
Rhonda Keaveney
Invech Holdings, Inc.
March 18, 2024
Page 3
cc:       Rhonda Keaveney

CORRESP
1
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INVECH HOLDINGS, INC.

7339 E. Williams Drive

Unit 26496

Scottsdale, AZ 85255

March 4, 2024

Ms. Jenna Hough

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Invech Holdings, Inc.

    Registration Statement on Form S-1

    Filed January 30, 2024

    File No. 333-276779

Dear Ms. Hough:

Set forth below are the responses of Invech Holdings,
Inc., a Nevada corporation (“IVHI” “we,” “us,”
“our” or the “Company”), to the comments received from you, the Division of Corporation
Finance of the U.S. Securities and Exchange Commission (the “SEC”) by emailed letter, dated February 26,
2024, with respect to (i) our Form S-1 filed on January 30, 2024. The responses provided below are numbered to correspond
to your comments, which have been reproduced and emboldened herein for ease of reference.

Registration Statement on Form S-1

Cover Page

1.        We note your common stock
is currently quoted on the OTC Pink marketplace. Please note that an at-the-market resale offering under Rule 415 is not available for
registrants quoted on the OTC Pink marketplace. To sell shares at market prices, we require an existing trading market for those shares,
and we do not consider the OTC Pink marketplace to be such a market for the purposes of satisfying Item 501(b)(3) of Regulation S-K. Accordingly,
please revise to clarify that the selling stockholders will sell at a fixed price until your 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. Please
also disclose the fixed price.

Response:

The following language was inserted in the Cover Page.

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

      1

2.        We note your common stock
is currently quoted on the OTC Pink marketplace. Please revise to disclose the trading symbol for your common stock on such market. Refer
to Item 501(b)(4) of Regulation S-K.

Response:

The following language was inserted in the Cover Page:

Our Company is currently listed as Pink Current Information on the
OTC Markets platform, stock symbol IVHI.

3.        Please provide a cross
reference, including page number, to the risk factors section on the prospectus cover page. Refer to Item 501(b)(5) of Regulation S-K.

Response:

The following language was inserted in the Cover Page:

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 5 of this prospectus.

Caution Regarding Forward-Looking Statements, page iii

4.        Since the Private Securities
Litigation Reform Act of 1995 does not apply to initial public offerings, please remove the reference to it.

Response:

We have removed the language from this section.

Organization, page 1

5.        Please relocate this section
towards the end of the Prospectus Summary near the "Corporate Information" section.

Response:

We have relocated the “Organization” section to the end
of the Prospectus Summary under “Our Common Stock”.

Prospectus Summary, page 1

6.       Please revise to discuss
your auditor’s going concern opinion. Disclose your monthly “burn rate” and the month you will run out of funds without
additional capital. Also, revise to state that you must raise additional capital in order to continue operations and to implement your
plan of operations and quantify the amounts needed for each. Additionally, please revise to disclose your lack of revenues and net losses
for the financial periods contained in the registration statement. Last of all, disclose your related party loan with SCC to include amount
outstanding and that the loan is due on demand.

      2

Response:

The following language was inserted
in Prospectus Summary, Page 1:

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, 2022, the Company incurred a net loss of $0 and used cash of $0 for operating activities. As of December 31, 2022, the Company had
working capital deficit of $0 and an accumulated deficit of $176,558. These factors raise substantial doubt regarding the Company’s
ability to continue as a going concern.  The audited financial statements included in this Form 10-K 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.

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
$2,000.  The month on which we will run out of funds will be in April 2024 unless we raise additional capital.

Related Party Transactions

During the nine months ended September 30, 2023,
SCC advanced the Company $28,434 to pay for general operating expenses. The advance is non-interest bearing and due on demand.

7.        We note that you do not
appear to have generated any revenue to date. If true, please revise to clarify that you have generated no revenue to date and have no
consulting clients.

Response:

The following language was inserted
in Prospectus Summary, Page 1 under the header of Business of Issuer:

We have not generated any revenue
as of this filing and have no consulting clients.

8.       Please revise to add a
section to discuss the disparate voting rights attached to your common stock versus your Convertible Series A Preferred Stock. Additionally,
please identify the controlling shareholder, their percentage of voting power (common and preferred) and discuss their ability to control
the outcome of all matters requiring shareholder approval. Last of all, please add a risk factor discussing these disparate

voting rights and the associated risks to investors, i.e. control over
matters requiring shareholder approval and any anti-takeover effects.

Response:

The following language was inserted in Prospectus Summary, Page 1:

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. Ownership is set forth in section entitled Security Ownership Of Certain
Beneficial Owners And Management starting on page 49.

      3

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 11 and Description
Of Capital Stock on page 23.

The Offering, page 4

9.       You disclose the number
of shares of common stock outstanding prior to the offering as 3,277,416 shares. However, you disclose elsewhere in the filing (e.g. pages
20, 23, and 25) that there were 10,521,335 shares outstanding as of January 8, 2024. Please revise to disclose the actual number of shares
of common stock outstanding prior to the offering.

Response:

The number of shares prior to the offering is 10,521,335. The number
remains the same after the offering because we did not sell any additional shares, we are registering the shares already outstanding held
by the listed shareholders.

Risk Factors, page 5

10.       We note your disclosure
elsewhere in the prospectus that the company underwent various changes in corporate name and the nature of the company's business, including
that multiple material agreements were ultimately voided due to lack of funds. Please provide a risk factor(s) to address the risk associated
with the history of the company generally, and specifically that the company previously operated in a different industry and therefore
has limited operating history in its current industry, as well as any future risks based off previous material agreements that were voided.
Please also address and discuss your

previous reporting deficiencies.

Response:

The following language was inserted in Risk Factors, page 5:

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.

      4

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.

Market for Common Equity and Related Stockholder Matters,
page 14

11.       Please revise this section
to provide more recent information for each quarterly period within the two most recent fiscal years and any subsequent interim period
for which financial statements are included. Refer to Item 201(a)(1)(iii) of Regulation S-K.

Response:

The following language was inserted in Market for Common Equity and
Related Stockholder Matters, Page 14:

    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

Selling Securityholders, page 15

12.       Please revise to include
the class of securities held by each selling securityholder.

Response:

The following language was inserted in Selling Securityholders, page
15:

The term “Common Stock” was inserted in Securities
Being Offered column.

Description of Business, page 38

13.       We note that you disclose
various changes in the corporate name and nature of business. Please revise to provide more detail around the reason for and nature of
such changes, the effects such changes had on the company and its shareholders, the reason the company was abandoned in 2007 and any consequential
effects, and the effects the voided agreements had on the business.

      5

Response:

Please note, this is a custodian company. There are no books and records
for the periods you are inquiring about. I can only speculate on the general effects, as I stated in Item 10 above.

Our Present Business, page 39

14.       Please revise this section
to discuss your proposed business of public company compliance. In this regard, we note that the majority of this section is focused on
identifying and acquiring a new business opportunity or company and does not actually discuss the company's present business, products,
services, etc. Please revise to provide investors a clear understanding of your present business and current plan of operations.

Response:

The following language was inserted in Our Present Business, page 39:

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

      6

Internal Compliance

 · Drafting board minutes

 · Drafting by-laws

 · Drafting Articles of Incorporation

 · Drafting M & A and divestiture documents

Executive Compensation, page 47

15.       We
note your disclosure of executive compensation for fiscal years 2021 and 2022, and January 2023 until present. Please revise to provide
executive compensation as of the last completed fiscal year. Refer to Item 402 of Regulation S-K.

Response:

Executive has been updated to include fiscal year 2023 for Rhonda Keaveney.

Certain Relationships and Related Transactions, page 48

16.       Please revise to summarize
in greater detail the consulting service agreement with ICC. In this regard, please discuss the fees and compensation to be paid to ICC.
Additionally, please add a risk factor to discuss the potential dilution that could be experienced by the company due to this related-party
arrangement.

Response:

The following language was inserted in Certain Relationships and Related
Transactions, page 48:

The terms of the Consulting Services Agreement dated September 10,
2023 are 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

United States securities and exchange commission logo
February 26, 2024
Rhonda Keaveney
Chief Executive Officer
Invech Holdings, Inc.
7339 E. Williams Drive
Unit 26496
Scottsdale, AZ 85255
Re:Invech Holdings, Inc.
Registration Statement on Form S-1
Filed January 30, 2024
File No. 333-276779
Dear Rhonda Keaveney:
            We have reviewed your registration statement and have the following comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1
Cover Page
1.We note your common stock is currently quoted on the OTC Pink marketplace.
Please note that an at-the-market resale offering under Rule 415 is not available for
registrants quoted on the OTC Pink marketplace.  To sell shares at market prices, we
require an existing trading market for those shares, and we do not consider the OTC
Pink marketplace to be such a market for the purposes of satisfying Item 501(b)(3)
of Regulation S-K.  Accordingly, please revise to clarify that the selling stockholders
will sell at a fixed price until your 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.  Please also disclose the fixed price.
2.We note your common stock is currently quoted on the OTC Pink marketplace.  Please
revise to disclose the trading symbol for your common stock on such market.  Refer to

 FirstName LastNameRhonda Keaveney
 Comapany NameInvech Holdings, Inc.
 February 26, 2024 Page 2
 FirstName LastNameRhonda Keaveney
Invech Holdings, Inc.
February 26, 2024
Page 2
Item 501(b)(4) of Regulation S-K.
3.Please provide a cross reference, including page number, to the risk factors section on the
prospectus cover page. Refer to Item 501(b)(5) of Regulation S-K.
Caution Regarding Forward-Looking Statements, page iii
4.Since the Private Securities Litigation Reform Act of 1995 does not apply to initial public
offerings, please remove the reference to it.
Organization, page 1
5.Please relocate this section towards the end of the Prospectus Summary near the
"Corporate Information" section.
Prospectus Summary, page 1
6.Please revise to discuss your auditor’s going concern opinion.  Disclose your monthly
“burn rate” and the month you will run out of funds without additional capital.  Also,
revise to state that you must raise additional capital in order to continue operations and to
implement your plan of operations and quantify the amounts needed for
each.  Additionally, please revise to disclose your lack of revenues and net losses for the
financial periods contained in the registration statement.  Last of all, disclose your related-
party loan with SCC to include amount outstanding and that the loan is due on demand.
7.We note that you do not appear to have generated any revenue to date.  If true, please
revise to clarify that you have generated no revenue to date and have no consulting clients.
8.Please revise to add a section to discuss the disparate voting rights attached to your
common stock versus your Convertible Series A Preferred Stock.  Additionally, please
identify the controlling shareholder, their percentage of voting power (common and
preferred), and discuss their ability to control the outcome of all matters requiring
shareholder approval.  Last of all, please add a risk factor discussing these disparate
voting rights and the associated risks to investors, i.e. control over matters requiring
shareholder approval and any anti-takeover effects.
The Offering, page 4
9.You disclose the number of shares of common stock outstanding prior to the offering as
3,277,416 shares. However, you disclose elsewhere in the filing (e.g. pages 20, 23, and
25) that there were 10,521,335 shares outstanding as of January 8, 2024. Please revise to
disclose the actual number of shares of common stock outstanding prior to the offering.
Risk Factors, page 5
10.We note your disclosure elsewhere in the prospectus that the company underwent various
changes in corporate name and the nature of the company's business, including that
multiple material agreements were ultimately voided due to lack of funds. Please provide

 FirstName LastNameRhonda Keaveney
 Comapany NameInvech Holdings, Inc.
 February 26, 2024 Page 3
 FirstName LastNameRhonda Keaveney
Invech Holdings, Inc.
February 26, 2024
Page 3
a risk factor(s) to address the risk associated with the history of the company generally,
and specifically that the company previously operated in a different industry and therefore
has limited operating history in its current industry, as well as any future risks based off
previous material agreements that were voided.  Please also address and discuss your
previous reporting deficiencies.
Market for Common Equity and Related Stockholder Matters, page 14
11.Please revise this section to provide more recent information for each quarterly period
within the two most recent fiscal years and any subsequent interim period for which
financial statements are included.  Refer to Item 201(a)(1)(iii) of Regulation S-K.
Selling Securityholders, page 15
12.Please revise to include the class of securities held by each selling securityholder.
Description of Business, page 38
13.We note that you disclose various changes in the corporate name and nature of business.
Please revise to provide more detail around the reason for and nature of such changes, the
effects such changes had on the company and its shareholders, the reason the company
was abandoned in 2007 and any consequential effects, and the effects the voided
agreements had on the business.
Our Present Business, page 39
14.Please revise this section to discuss your proposed business of public company
compliance.  In this regard, we note that the majority of this section is focused on
identifying and acquiring a new business opportunity or company and does not actually
discuss the company's present business, products, services, etc.  Please revise to provide
investors a clear understanding of your present business and current plan of operations.
Executive Compensation, page 47
15.We note your disclosure of executive compensation for fiscal years 2021 and 2022, and
January 2023 until present. Please revise to provide executive compensation as of the last
completed fiscal year. Refer to Item 402 of Regulation S-K.
Certain Relationships and Related Transactions, page 48
16.Please revise to summarize in greater detail the consulting service agreement with ICC.  In
this regard, please discuss the fees and compensation to be paid to ICC.  Additionally,
please add a risk factor to discuss the potential dilution that could be experienced by the
company due to this related-party arrangement.
Consolidated Balance Sheets as of December 31, 2022 and 2021, page F-3

 FirstName LastNameRhonda Keaveney
 Comapany NameInvech Holdings, Inc.
 February 26, 2024 Page 4
 FirstName LastName
Rhonda Keaveney
Invech Holdings, Inc.
February 26, 2024
Page 4
17.Please revise to eliminate the word "unaudited" throughout pages F-3 through F-8 as they
represent audited financial statements and related notes.
Consolidated Balance Sheets as of March 31, 2023 and December 31, 2022, page F-9
18.You have $40,000 of funds held in escrow. Please tell us why you have not classified this
amount as restricted cash on your balance sheet and separately reflected as restricted cash
on your statement of cash flows. If the funds held in escrow are considered restricted cash,
revise to disclose as such and provide relevant required disclosures. Refer to ASC 210-10-
45-4(a), ASC 230-10-45-4, and ASC 230-10-50-8.
General
19.We note your disclosure on the prospectus cover page that the number of shares being
registered for resale are 2,462,293 shares of common stock. However, also on the
prospectus cover page and elsewhere throughout the prospectus and exhibits (shares
issued and outstanding, fee table, and legal opinion, for example) reflect 3,277,416 shares
being offered. Please reconcile this number throughout the prospectus to properly reflect
the amount of shares of common stock being offered for resale.
20.We note that the registration statement contains erroneous references to the filing being a
Form 10, Form 10-K or a Form 10-Q.  Please delete such references and revise the
prospectus throughout accordingly.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Stephen Kim at 202-551-3291 or Joel Parker at 202-551-3651 if you have
questions regarding comments on the financial statements and related matters. Please contact
Jenna Hough at 202-551-3063 or Donald Field at 202-551-3680 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Rhonda Keaveney

Via Facsimile and U.S. Mail Mail Stop 6010                                                                                                   July 11, 2006  Mr. H.Y. (Reid) Li Chief Executive Officer Amersin Life Sciences Corporation 410 Park Avenue, 15
th Floor
New York, NY 10022

 Re: Amersin Life Sciences Corporation
 Item 4.02(a) Form 8 -K filed July 10, 2006
 File No. 000-25553

Dear Mr. Li:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comments are inapplicable
or revisions are unnecessary.
  Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or any other aspect of our
review.  Feel free to call us at the telephone number listed at  the end of this letter.
 Item 4.02(a) Form 8-K filed July 10, 2006

 1. We note that you intend to file a restated Form 10-KSB for the fiscal year ended
January 31, 2006. Please tell us when you will file your amended Form 10-KSB.
Additionally, please revise th e disclosure in your Form  8-K to provide detailed
information regarding your decision to profess non-reliance on and restate the
financial statements included in your January 31, 2006 Form 10-KSB. For
example, describe the business that you w ill reclassify as discontinued operations
and quantify the effects of the reclassifi cation on your total operating revenue and
operating profit or loss for the year ended January 31, 2006.

Mr. H.Y. (Reid) Li
Amersin Life Sciences Corp. July 11, 2006 Page 2
 2. Please revise your disclosure to spec ify whether you have reconsidered the
adequacy of your previous assertions  regarding disclosure controls and
procedures, as reflected in your Form 10- KSB for the fiscal year ended January
31, 2006, in light of the material errors a nd issues that you have described in your
Item 4.02 Form 8-K.
 3. Please confirm that when you amend your January 31, 2006 Form 10-KSB to file
your restated financial statements, you will describe the effect of the restatement
on the officers’ conclusions regarding the effectiveness of the company’s
disclosure controls and procedures.  Refe r to Item 307 of Regulation S-B.  If the
officers’ conclude that the disclosure c ontrols and procedures were effective,
despite the restatement, tell us and confir m that you will describe the basis for the
officers’ conclusions.

*    *    *    *

Please provide us the information requested within 5 business days of the date of
this letter or tell us when you will provide a response prior to the expiration of the 5-day
period. Please furnish a letter with your response that keys your response to our
comments. Detailed letters grea tly facilitate our review.  You should file the letter on
EDGAR under the form type label CORRESP.   Please understand that we may have
additional comments after reviewin g your response to our comments.

 We urge all persons who are responsible  for the accuracy and adequacy of the
disclosure in the filing to be certain that  they have provided all information required
under the Securities Exchange Act of 1934 and that they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our co mments, please provide, in your letter, a
statement from the company acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

Mr. H.Y. (Reid) Li
Amersin Life Sciences Corp. July 11, 2006 Page 3
 In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

If you have any questions, please do not hesitate to call me at (202) 551-3657.

 Sincerely,
          A m y  C .  B r u c k n e r          S t a f f  A c c o u n t a n t

CORRESP
1
filename1.htm

Amersin Life Sciences Corporation

Amersin Life Sciences Corporation

File No. 000-25553

Via EDGAR

December 24th, 2005

H. Y. (Reid) Li, CEO

Amersin Life Sciences Corporation

Joseph J. Roesler

Senior Accountant

United States Securities and Exchange Commission

In response to your correspondence of December 21st, 2005 regarding Amersin Life Sciences’ Form 8-K, Item 4.02, filed December 14th, 2005.

Dear Mr. Roesler:

Thank you for your correspondence and for your suggestion regarding an amendment to our filing.  Upon review of the guidelines for the information to be disclosed I believe I understand your concern and will file an amendment to Item 4.02 to provide the additional information requested by amending the final paragraph as follows:

The Chief Executive Officer of the Company is stationed in China, familiar with the Chinese statements and structure of the joint venture and has discussed the errors with the company’s independent accountants who assisted in the preparation of the original statements.  It is anticipated that the company will file amendments to reflect these changes with respect to its annual report on form 10-KSB for the year ended January 31st, 2005 filed with the Securities and Exchange Commission June 2nd, 2005; to its quarterly report on form 10-QSB for the period ended April 30th, 2005 filed with the Securities and Exchange Commission June 21st, 2005; to its quarterly report on form 10-QSB for the period ended July 31st, 2005 filed with the Securities and Exchange Commission October 20th, 2005 and possible to it’s quarterly report for the period ended October 31st, 2004 filed with the Securities and Exchange Commission December 13th, 2004.

In accordance with your request I hereby acknowledge that the company is responsible for the adequacy and accuracy of the disclosure in the filing; that staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Sincerely,

/s/ H. Y. (Reid Li

H. Y. Li, CEO

Amersin Life Sciences Corporation

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 6010
								December 21, 2005

Mr. Reid H. Y. Li
President & Director
Amersin Life Sciences Corporation
410 Park Avenue
15th Floor
New York, NY 10022

Re:	Amersin Life Sciences Corporation
	Item 4.02 Form 8-K
      Filed December 14, 2005
	File No.  000-25553

Dear Mr. Li:

	We have reviewed your filing and have the following comment.
Where indicated, we think you should revise your document in
response
to this comment.  If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a revision is
unnecessary.
Please be as detailed as necessary in your explanation.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 8-K filed December 14, 2005
1. Please revise your Item 4.02 Form 8-K to include a statement of
whether the audit committee, or the board of directors in the
absence
of an audit committee, or authorized officer or officers,
discussed
with the company`s independent accountant the subject matter
giving
rise to the conclusion.

       As appropriate, please amend your filing and respond to
this
comment within five business days or tell us when you will
respond.
You may wish to provide us with marked copies of the amendment to
expedite our review.  Please furnish a cover letter with your
amendment that keys your responses to our comments and provides
any
requested information.  Detailed cover letters greatly facilitate
our
review.  Please understand that we may have additional comments
after
reviewing your amendment and responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	If you have any questions, please call me at (202) 551-3628.

							Sincerely,

							Joseph J. Roesler
							Senior Accountant

</TEXT>
</DOCUMENT>