Winvest Group Ltd

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended:

March 31, 2024

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _________

Commission File Number 000-56204

WINVEST GROUP LTD.

(Exact name of registrant as specified in its charter)

Nevada		27-2052033
(State or other jurisdiction of Incorporation or organization)		(IRS Employer Identification No.)

50 West Liberty Street Suite 880
Reno, Nevada 89501

(775) 996-0288

(Issuer’s telephone number including area code)

(Former name, former address, and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Winvest Group Ltd, Common Stock		WNLV		OTC Markets: PINK

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x
		Emerging growth company	¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes

State the number of shares outstanding of each of the issuer’s classes of common equity as of the latest practicable date.

As of

July 15

, 2024, there were 85,159,075 common shares outstanding.

WINVEST GROUP LTD.

CONTENTS

PART I – FINANCIAL INFORMATION

Item 1. – Unaudited Condensed Consolidated Financial Statements		1

Condensed Consolidated Balance Sheets, March 31, 2024 (unaudited) and March 31, 2023		1

Condensed Consolidated Statements of Operations (unaudited)		2

Condensed Consolidated Statements of Stockholders’ Deficit (unaudited)		3

Condensed Consolidated Statements of Cash Flows (unaudited)		4

Notes to Condensed Consolidated Financial Statements (unaudited)		5

Item 2. – Management’s Discussion and Analysis of Financial Condition And Results of Operations		15

Item 3. – Quantitative and Qualitative Disclosures about Market Risk		16

Item 4. – Controls and Procedures		17

PART II – OTHER INFORMATION

Item 1A. – Risk Factors		18

Item 3. – Defaults Upon Senior Securities		18

Item 6. – Exhibits		19

SIGNATURES		20

PART 1 – FINANCIAL INFORMATION

Item 1. Unaudited Condensed Financial Statements

WINVEST GROUP LTD.

CONDENSED CONSOLIDATED BALANCE SHEETS


	March 31,			December 31,
	2024			2023
	(Unaudited)
ASSETS
Cash	$	164,589		$	45,070
Accounts receivable		9,200			4,100
Accounts receivable other		-			15,710
Prepaid expenses		98,917			61,230
Total current assets		272,706			126,110
Investments		9,925			800
Security deposit		1,094			1,094
Total Assets		$283,725		$	128,004

LIABILITIES & STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable		65,591			76,451
Accrued liabilities		49,793			54,317
Project advances		100,000			100,000
Project advances- related party		150,000			150,000
Loan payable		-			18,670
Notes payable-related parties		620,888			631,157
Total current liabilities		986,272			1,030,595
Total liabilities		986,272			1,030,595

Commitments and Contingencies		-			-

STOCKHOLDERS’ DEFICIT
Preferred stock Series A, $0.001 par value 300,000,000, shares authorized, 215,688,680 and 227,838,680 shares issued and outstanding as of March 31, 2024, and December 31, 2023, respectively		215,689			227,839
Common stock, Par Value $0.001, 4,500,000,000 shares authorized, 635,159,075 and 18,326,075 issued and outstanding as of March 31, 2024, and December 31, 2023		635,159			18,326
Additional paid in capital		103,175,814			103,571,797
Accumulated Deficit		(104,729,209	)		(104,720,553	)
Total Stockholders’ (Deficit)		(702,547	)		(902,591	)
Total Liabilities and Stockholders’ (Deficit)		$283,725		$	128,004

The accompanying notes are an integral part of these condensed consolidated financial statements.

WINVEST GROUP LTD.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	Three months ended March 31, 2024			Three months ended March 31, 2023
Revenue	$	64,840		$	110,209
Cost of revenue		36,920			68,479
Gross margin		27,920			41,730

Operating expenses:
Administrative expenses		97,743			656,328
Amortization of intangible assets		-			40,193
Total operating expenses		97,743			696,521
Loss from operations		(69,823	)		(654,791	)

Other (expense) income:
Interest expense		(1,211	)		-
Other income		809			-
Gain on investment		61,569			-
Other expenses, net		61,167			-
Net loss before income tax	$	(8,656	)	$	(654,791	)
Income tax expense		-			-
Net loss		(8,656	)		(654,791	)

Basic and diluted (loss) per common share	$	(0.00	)	$	(0.04	)

Weighted average number of shares outstanding		271,476,008			17,466,275

The accompanying notes are an integral part of these condensed consolidated financial statements.

WINVEST GROUP LTD.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

(Unaudited)

	Preferred Stock				Common Stock				Additional Paid-In		Accumulated			Total Stockholders’
	Shares		Value		Shares		Value		Capital		Deficit			(Deficit)
Balance, December 31, 2022		227,838,680	$	227,839		17,411,217	$	17,411	$	103,113,871	$	(103,845,089	)	$	(485,968	)

Reverse split rounding adjustment		-		-		348		-		-		-			-

Common stock issued for services		-		-		114,510		115		457,925		-			458,040

Net loss		-		-		-		-		-		(654,791	)		(654,791	)

Balance, March 31, 2023		227,838,680	$	227,839		17,526,075	$	17,526	$	103,571,796	$	(104,499,880	)	$	(682,719	)

	Preferred Stock						Common Stock				Additional Paid-In			Accumulated			Total Stockholders’
	Shares			Value			Shares		Value		Capital			Deficit			(Deficit)
Balance, December 31, 2023		227,838,680		$	227,839			18,326,075	$	18,326	$	103,571,797		$	(104,720,553	)	$	(902,591	)

Issuance of shares for investment		-			-			9,200,000		9,200		-			-			9,200

Conversion of preferred stock to common stock		(12,150,000	)		(12,150	)		607,500,000		607,500		(595,350	)		-			-

Private placement of common shares		-			-			133,000		133		199,367			-			199,500

Net income		-			-			-		-		-			(8,656	)		(8,656	)

Balance, March 31, 2024		215,688,680		$	215,689			635,159,075	$	635,159	$	103,175,814		$	(104,729,209	)	$	(702,547	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

WINVEST GROUP LTD.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Three months ended March 31, 2024			Three months ended March 31, 2023
Cash flows used in operating activities:
Net loss	$	(8,656	)	$	(654,791	)
Adjustments to reconcile net loss to net cash provided by opening activities:
Stock based compensation		-			458,040

Gain from repurchase of investment		(61,569	)		-
Changes in assets and liabilities		(5,100	)
Accounts receivable		15,710			(16,231	)
Accounts receivable-other
Prepaid expenses		(37,687	)		145,422
Other assets		-
Accounts payable		(10,861	)		12,590
Accrued liabilities and project advances		(4,524	)		(6,555	)
Net cash (used in) operating activities		(112,686	)		(61,525	)

Cash flows provided (used) in investing activities:
Proceeds from investment repurchase		61,645			-
Net cash provided by investing activities		61,645			-

Cash flows provided used by financing activities
Loan proceeds		-			46,538
Proceeds from private placements		199,500			-
Loan repayments		(18,670	)
Repayments of related party loans		(10,269	)		(80,000	)
Proceeds from related party loans		-			151,510
Net cash provided by financing activities		170,561			118,048

Net increase in cash		119,520			56,523
Cash, beginning of period		45,070			37,148
Cash, end of period	$	164,589		$	93,670

Supplemental disclosure of non-cash investing and financing activities
Purchase of investment with common shares	$	9,200		$	-

The accompanying notes are an integral part of these condensed consolidated financial statements.

WINVEST GROUP LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

Winvest Group Ltd, “the Company” (formerly known as Zyrox Mining International Inc. until December 2021) was incorporated in the State of Nevada on June 3, 2009. Winvest Group Ltd began formal operations on June 3, 2009, with the principal purpose of developing, marketing, and selling software products through the Internet, and to provide web based services for individuals and small business. During 2010, this business was discontinued and management focused on developing a biodegradable plastic opportunity.

The Company began trading as Riverdale Capital, Ltd. under the symbol “RICP” on June 3, 2009.

On August 17, 2010, the then Chief Executive Officer resigned and appointed Carl H. Kruse as sole Director and Chief Executive Officer. Carl H. Kruse became the majority shareholder at that time by virtue of a Stock Purchase Agreement with the majority shareholder, resulting in a change of control of the Issuer.

On November 8, 2010, the Company entered into an agreement to acquire 100% of the Membership Interests of WSVPA Bio Products Incorporated, a Nevada LLC in consideration for 102,238,200 shares of common stock. After completion of their due diligence, WSPVA formally closed the transaction on May 12, 2012. The Company subsequently received 500,000,000 Class “A” membership units and 1,000,000 Class “B” membership units representing 100% of the membership interest of WSPVA (dissolvingplastic.com) in return for102,238,200 common shares of the Company and WSPVA is now a wholly owned subsidiary of the Company.

The Company finalized the acquisition of a biodegradable plastic manufacturer, WSPVA, Bio Products International, LLC, a Nevada LLC, on March 12, 2012, for 102,238,200 common shares, of which 98,984,744 had been issued in the prior fiscal year and recorded as Issuance of Common Shares for Donated Services, because of the uncertainty of completing the transaction. The Company now owns 100% of the equity interests in this wholly-owned subsidiary. With the transaction now complete the market value of the shares on March 12, 2012, has been recorded as the purchase price for WSPVA.

Effective April 30, 2012, the Company changed its name to Diversified Energy & Fuel International, Inc. and changed its name to Zyrox Mining International, Inc. on August 15, 2012.

During the period from November 2012 through April 2020, the Company was dormant.

The Company’s accounting year-end is December 31.

David Lazar, the principal of Custodian Ventures, LLC conducted due diligence on the Company and determined that the Company would be a potential Custodianship candidate, based upon previous management appearing to have abandoned the Company approximately eleven years ago. Mr. Lazar then chose to buy shares of the Company on the open market and start a Custodianship proceeding.

On December 27, 2019, Custodian Ventures, LLC was appointed as the custodian of the Company by the Eighth Judicial Court of Nevada pursuant to Case No. A-19-805642-B.

On March 5, 2021, as a result of a private transaction, 300,000,000 shares of Series A Preferred Stock, $0.001 par value per share (the “Shares”) of the Company, were transferred from Custodian Ventures, LLC (the “Seller”) to Wan Nyuk Ming, Ng Chian Yin, and Jeffrey Wong Kah Mun, respectively, based on their ownership of Winvest Group Limited (Cayman) (collectively, the “Purchaser”). As a result, the Purchaser became approximately 90% holder of the voting rights of the issued and outstanding share capital of the Company on a fully diluted basis of the Company and became the controlling shareholders. The consideration paid for the Shares was $700,000. The source of the cash consideration for the Shares was the personal funds of the Purchaser. In connection with the transaction, David Lazar released the Company from all debts owed to him and/or the Seller.

Other than as described below, there are no arrangements or understandings between either the former and new control persons and their associates with respect to the election of directors of the Company or other matters.

On April 14, 2021, the existing director and officer resigned immediately. Accordingly, David Lazar, serving as a director and an officer, ceased to be the Company’s Chief Executive Officer, Chief Financial Officer, President, Treasurer, Secretary, and a Director.

On September 14, 2021, The Board of Directors of Zyrox Mining International, Inc. voted to change the Company’s fiscal year end from May 31 to December 31 in order to align it with its intended acquisition target. The Board of Directors of the Company approved this change on September 14, 2021.

On December 17, 2021, Zyrox Mining International, Inc (the “Company”), amended its articles of incorporation change its name to Winvest Group Ltd. (the “Name Change”). The change was made in anticipation of entering into a new line of business operations.

Also on December 17, 2021, Zyrox Mining International, Inc. amended its articles of incorporation to reverse split its common stock at a rate of 1 for 250 (the “Reverse”).

On December 29, 2021, FINRA declared the Name Change and the Reverse effective. Also on December 29, 2021, the Company was informed by FINRA that the Company’s ticker symbol would be changed to WNLV in twenty business days. The Company’s stock symbol changed to WNLV on January 27, 2022.

On September 14, 2021, the Board of Directors of the Company approved a change to its fiscal year end from May 31 to December 31. The change in the fiscal year became effective for the Company’s 2021 fiscal year, which began June 1, 2021, and ended December 31, 2021. Accordingly, the Company is filing this transition report on Form 10-KT for the seven-month period from June 1, 2021 through December 31, 2021.

On December 17, 2021, Zyrox Mining International, Inc. amended its articles of incorporation to change its name to Winvest Group Ltd. (the “Name Change”). The change was made in anticipation of entering into a new line of business operations.

Also on December 17, 2021, Zyrox Mining International, Inc. amended its articles of incorporation to reverse split its common stock at a rate of 1 for 250 (the “Reverse”).

On May 16, 2022, the Company entered into a share exchange agreement (the “Share Exchange Agreement”) with The Catalyst Group Entertainment, LLC (“TCG”), a California limited liability company, Joseph Lanius (“Lanius”), Nicholas Burnett (“Burnett”), and Khiow Hui Lim (“Khiow,” “Burnett” and together with Lanius, the “TCG Shareholders”), the sole officers, directors, and shareholders of TCG, IQI Media Inc. (“IQI”), a California corporation, solely 100% women-owned company, Khiow, Lanius, Charlene Logan Kelly (“Kelly”), Burnett, Connie Tsai (“Tsai”), and Amy Morton (“Morton”), as the officers, directors and shareholders of IQI (the “IQI Shareholders”). Under the Share Exchange Agreement, One Hundred Percent (100%) of the ownership interest of TCG and IQI was exchanged for 900,000 shares of common stock of the Company at the Closing issued to the TCG Shareholders and the IQI Shareholders. The transaction has been accounted for as a recapitalization of the Company, whereby WNLV is the accounting acquirer.

Immediately after the completion of such share exchange, the Company had a total of 17,411,217 issued and outstanding shares, with authorized share capital for common shares of 4,500,000,000.

Consequently, the Company has ceased to fall under the definition of a shell company as defined in Rule 12b-2 under the Exchange Act of 1934, as amended (the “Exchange Act”) and TCG and IQI are now wholly owned subsidiaries.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying condensed financial statements have been prepared in accordance with the Financial Accounting Standards Board (“

FASB

”) “FASB Accounting Standard Codification™” (the “

Codification

”) which is the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of condensed financial statements in conformity with generally accepted accounting principles (“

GAAP

”) in the United States.

Management’s Representation of Interim Condensed Financial Statements

The accompanying unaudited condensed consolidated financial statements have been prepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and disclosures normally included in condensed financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These condensed financial statements include all of the adjustments, which in the opinion of management are necessary for a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results for a full year.

Going Concern

The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the twelve months following the date of these condensed consolidated financial statements. The Company has incurred operating losses since its inception. As of March 31, 2024, the Company had a working capital deficit of $713,566 and an accumulated deficit of $104,729,209. Because the Company does not expect that the existing operational cash flow will be sufficient to fund presently anticipated operations, this raises substantial doubt about the Company’s ability to continue as a going concern. Therefore, the Company will need to raise additional funds and is currently exploring alternative sources of financing. The Company is currently being funded by Winvest Group Limited (Cayman).

which is extending interest-free demand loans to the Company. The Company will be required to continue to rely on Winvest Group Limited (Cayman) until its operations become profitable.

Use of Estimates

The preparation of condensed financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of liabilities at the date of the condensed consolidated financial statements. The most significant estimates relate to income taxes and contingencies. The Company bases its estimates on historical experience, known or expected trends, and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these condensed financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates.

Revenue Recognition

On July 1, 2018, the Company adopted Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). Results for reporting periods beginning after January 1, 2018, are presented under ASC 606. As of March 31, 2024, the condensed financial statements were not impacted due to the application of Topic 606.

Production – Cost of Revenue

The cost of revenue is comprised of labor expenses calculated based on an hourly labor rate provided by consultants and employees to produce revenue, as well as portion of office expense which is allocated to each project. Additionally, the cost of revenue includes direct expenses related to the revenues provided, such as managing the client’s Amazon sales channel through the creation of promotional advertisements to increase sales, translation of content into different languages, coordination of projects with different work teams to maximize client benefits, production crew for celebrity endorsements and video shooting, and salaries and wages of employees involved in creating and delivering these services.

Administrative Expense

Administrative expenses include office expenses, legal, accounting and other professional fees and other expenses and fess associated with being a public company. These expense are recorded as incurred. A small portion of the office expense is allocated to the cost of revenue.

Business Combinations

Under the acquisition method of accounting, we allocate the fair value of the total consideration transferred to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values on the date of acquisition. The fair values assigned, defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between willing market participants, are based on estimates and assumptions determined by management. These valuations require us to make significant estimates and assumptions, especially with respect to intangible assets. We record the excess consideration over the aggregate fair value of tangible and intangible assets, net of liabilities assumed, as goodwill.

If the initial accounting for a business combination is incomplete by the end of a reporting period that falls within the measurement period, we report provisional amounts in our condensed consolidated financial statements. During the measurement period, we adjust the provisional amounts recognized at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date and we record those adjustments to our condensed consolidated financial statements.

Goodwill and Intangible Assets

Goodwill represents the future economic benefit arising from other assets acquired that could not be individually identified and separately recognized. Initially the Company measures goodwill based upon the value of the consideration paid plus or minus net assets assumed. This initial measurement is subject to adjustment based on an independent third party valuation study performed within one year of the acquisition date. The goodwill arising from the Company’s acquisition is attributable to the value of the potential expanded market opportunity with new customers. Intangible assets have either an identifiable or indefinite useful life. Intangible assets with identifiable useful lives are amortized on a straight-line basis over their economic or legal life, whichever is shorter. The Company’s amortizable intangible assets consist primarily of customer relationships. The useful life of these customer relationships is estimated to be three years.

Goodwill is not amortized but is subject to annual impairment testing unless circumstances dictate more frequent assessments. The Company performs an annual impairment assessment for goodwill during the fourth quarter of each year and more frequently whenever events or changes in circumstances indicate that the fair value of the asset may be less than the carrying amount. Goodwill impairment testing compares the fair value of the reporting unit to its carrying amount. The fair value of the reporting unit is determined by considering both the income approach and market approaches. The fair values calculated under the income approach and market approaches are weighted based on circumstances surrounding the reporting unit. Under the income approach, the Company determines fair value based on estimated future cash flows of the reporting unit, which are discounted to the present value using discount factors that consider the timing and risk of cash flows. For the discount rate, the Company relies on the capital asset pricing model approach, which includes an assessment of the risk-free interest rate, the rate of return from publicly traded stocks, the Company’s risk relative to the overall market, the Company’s size and industry and other Company specific risks. Other significant assumptions used in the income approach include the terminal value, growth rates, future capital expenditures and changes in future working capital requirements. The market approaches use key multiples from guideline businesses that are comparable and are traded on a public market. If the fair value of the reporting unit is greater than its carrying amount, there is no impairment. If the reporting unit’s carrying amount exceeds its fair value, then an impairment loss is recognized in an amount equal to the excess. As of December 31, 2022 the Company determined that goodwill and intangible assets had been fully impaired. As a result the Company recorded an impairment charge of $1,810,116 for the year ended December 31, 2022.

Cash and cash equivalents

The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. On March 31, 2024, and December 31, 2023, the Company’s cash equivalents totaled $164,589 and $45,070 respectively.

Prepaid expenses

Prepaid expenses are amounts paid to secure the use of assets or the receipt of services at a future date or continuously over one or more future periods. When the prepaid expenses are eventually consumed, they are charged to expense. Prepaid expenses are recorded at fair market value.

Accrued liabilities

Accrued liabilities include credit card liabilities, and payroll and payroll taxes.

Income taxes

The Company accounts for income taxes under FASB ASC 740, “Accounting for Income Taxes”. Under FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. FASB ASC 740-10-05, “Accounting for Uncertainty in Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities.

The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. The Company assesses the validity of its conclusions regarding uncertain tax positions quarterly to determine if facts or circumstances have arisen that might cause it to change its judgment regarding the likelihood of a tax position’s sustainability under audit.

Project advances

Project advances represent unsecured, interest-free advances made by investors to help the Company fund film projects. If the film is successful the investor can recoup the money advanced as well as earning a royalty based upon the revenues generated by the film. The terms of this arrangement vary by film and by investor. The Company records royalties payable when it becomes probable that royalties will be payable. As of March 31, 2024 and December 31, 2023 the amount of project advances were $250,000 and $250,000, respectively.

Stock-based Compensation

The Company accounts for stock-based compensation using the fair value method following the guidance outlined in Section 718-10 of the FASB Accounting Standards Codification for disclosure about Stock-Based Compensation. This section requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award- the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service.

Net Loss per Share

Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, “Earnings per Share.” Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding.

Recent Accounting Pronouncements

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326) - Measurement of Credit Losses on Financial Instruments.” This pronouncement, along with subsequent ASUs issued to clarify provisions of ASU 2016-13, changes the impairment model for most financial assets and will require the use of an “expected loss” model for instruments measured at amortized cost. Under this model, entities will be required to estimate the lifetime expected credit loss on such instruments and record an allowance to offset the amortized cost basis of the financial asset, resulting in a net presentation of the amount expected to be collected on the financial asset. In developing the estimate for lifetime expected credit loss, entities must incorporate historical experience, current conditions, and reasonable and supportable forecasts. This pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019. On November 19, 2019, the FASB issued ASU No. 2019-10, Financial Instruments—Credit Losses (Topic 326), finalized various effective date delays for private companies, not-for-profit organizations, and certain smaller reporting companies applying the credit losses (CECL). The Company has adopted this accounting standard in the financial year 2023, this new accounting standard has no significant impact to the Company. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our condensed financial statements.

NOTE 3. BUSINESS ACQUISITION

On May 16, 2022, the Company entered into a share exchange agreement with The Catalyst Group Entertainment, LLC (“TCG”) and IQI Media, Inc (“IQI”) - see Note 1 to the condensed financial statements.

Immediately after completion of such share exchange, the Company had a total of 17,411,217 issued and outstanding shares, with authorized share capital for common shares of 4,500,000,000.

Consequently, the Company has ceased to fall under the definition of shell company as define in Rule 12b-2 under the Exchange Act of 1934, as amended (the “Exchange Act”) and TCG and IQI are now wholly owned subsidiaries.

For the acquisition of TCG and IQI, the following table summarizes the acquisition date fair value of consideration paid, identifiable assets acquired and liabilities assumed:

Consideration paid:

Common stock, 900,000 shares of the Company restricted common stock valued at $ 2.20 per share	$	1,980,000
Net liabilities assumed		55,288
Fair value of total consideration paid	$	2,035,288

Net assets acquired and liabilities assumed:

Cash and cash equivalents	$	29,241
Other current assets		2,637
Total assets	$	31,878

Accounts payable	$	26,916
Due to related party		60,250
Total liabilities	$	87,166

Net liabilities assumed	$	55,288

The Company did not incur any issuance costs to issue debt or equity instruments used to effect the business combination. The Company’s acquisition related costs for legal and accounting expenses were approximately $30,000. The value of $2.20 per common share paid for consideration was derived based on the trading price of the Company’s common stock on the date of the transaction. The Company believes that represented the fair market value of common stock at the time of issuance.

The Company allocated the fair value of the total consideration paid of $2,035,288 as follows: $1,024,799 was allocated to goodwill and $1,010,489 was allocated to intangible assets, comprised primarily of customer relationships with a life of three years. The value of goodwill represented the Company’s ability to generate profitable operations going forward. As

of March 31, 2024 and December 31, 2023, the balances of goodwill and intangibles assets were $-0- and $-0-, respectively.

NOTE 4. INVESTMENTS

On September 28, 2023, (the “Company”) entered into a Securities Exchange Agreement (the “Agreement”) with Infinity Fund Australia Pty Ltd, an Australian corporation (“IFA”). Pursuant to the terms of the Agreement, the Company acquired 800,000 shares IFA Series A Preferred stock in exchange for 800,000 shares of WNLV Common stock registered under the S-1 Registration Statement declared effective on July 20, 2023.

In addition to the terms set forth above, the Agreement grants IFA the option to exchange up to an additional 9,200,000 shares of its Series A Preferred stock for an equivalent number of shares of the Company’s Common stock. This option may be exercised by IFA at any time, by written notice to the Company, so long as the Company’s S-1 Registration Statement remains effective and IFA’s ownership of the Company does not exceed 4.99% as a result of the share exchange. Furthermore, the Agreement grants IFA (i) the right to repurchase its Series A Preferred stock from the Company at a purchase price to be determined by IFA’s valuation at the time of repurchase; and (ii) anti-dilution protection in the event the Company issues any shares of its Common stock below $1.50 per share.

On February 27, 2024, the Company issued 9,200,000 shares of its common stock to exchange 9,200,000 shares of IFA’s Series A Preferred Stock.

The share exchange was valued

at par value

per share. Since the Company was unable to independently determine the fair market value of the 10,000,000 shares of IFA Series A Preferred stock, the common shares of the Company given to IFA were valued at par value.

During the three months ended March 31, 2024 IFA repurchased 75,332 shares of its Series A Preferred Stock. The Company received $61,644 in proceeds from this repurchase and recorded a “gain on investments” of $61,569

. The "gain on investments" represents the cash proceeds, net of any variable costs (i.e., gross profits), realized directly by IFA from its business activities related to its shareholdings in the Company during the period from the admission of shares issued in the transaction to trading on the OTC Markets.

s of March 31, 2024 and December 31, 2023, the balance of investments was $

9,925

and $800, respectively.

NOTE 5. LOAN PAYABLE

As of March 31, 2024 and December 31, 2023, the balance of notes payable was $-0- and $18,670, respectively. On February 28, 2023 the Company entered into a Paypal Business Loan at an annual interest rate of 19.19%. This facility allows for borrowings up to a maximum of $90,000. The Company initially borrowed $50,000 under this loan agreement and is required to pay $1730.77 per week for 52 weeks until the loan is paid off.

NOTE 6. NOTES PAYABLE-RELATED PARTIES

As of March 31, 2024, and December 31, 2023, the balance of notes payable to related parties was $620,888 and $631,157, respectively. These notes have been provided on an interest-free demand basis to the Company.

The Company’s financing subsequent to the change of control on June 30, 2021 primarily has come from the Winvest Group Limited (Cayman), an affiliate with the same name as the Company, and based in the Cayman Islands; and from the CEO of the Company’s IQI subsidiary. Winvest Group Limited (Cayman) is an equity holdings company in the wellness industry and shares the same board of directors as the Company. As of March 31, 2024, the balance of notes payable was comprised of $564,643 due to the Winvest Group Limited (Cayman) and $48,514 due to the CEO of IQI and $7,731 due to the CEO of the Company.

The following movements occurred in advances from related parties during the periods ended March 31, 2024, and December 31, 2023:

	March 31, 2024		December 31, 2023
Balance at the beginning of the period	$	631,157	$	601,649
Additions (new advances received)	$	4.731	$	29,508
Repayments	$	-15,000	$	-0-
Balance at the end of the period	$	620,888	$	631,157

NOTE 7. PROJECT ADVANCES, PROJECT ADVANCES RELATED PARTIES

Project advances represent unsecured, interest-free advances made by investors to help the Company fund film projects. If the film is successful the investor can recoup the money advanced as well as earning a royalty based upon the revenues generated by the film. The terms of this arrangement vary by film and by investor. The Company records royalties payable when it becomes probable that royalties will be payable. As of March 31, 2024 and December 31, 2023 the amount of total project advances were $250,000 and $250,000, respectively, and no royalties had been accrued. Project advances of $150,000 in both periods were provided by a related party.

NOTE 8. COMMITMENTS AND CONTINGENCIES

The Company did

not

have any contractual commitments of March 31, 2024, and December 31, 2023.

NOTE 9. I

COME

The Company provides for income taxes under ASC 740, "Income Taxes." Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax basis of assets and liabilities and the tax rates in effect when these differences are expected to reverse. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.

The components of the Company's deferred tax asset and reconciliation of income taxes computed at the statutory rate to the income tax amount recorded as of

March 31, 2024 and March

31, 2023 are as follows:

Current income tax (benefit	For the Period Ended March 31, 2024			TOTAL
	USA			Weighted AVE
Statutory rate		21	%		21	%
Tax payable
Net income (loss) before income tax		(8,656	)		(8,656	)

Tax expenses (benefit) at the statutory tax rate		-1,818			-21	%
Valuation allowance		1,818			21	%
Income tax expenses (benefits)		-			-

Current income tax (benefit )	For the Period Ended March 31, 2023			TOTAL
	USA			Weighted AVE
Statutory rate		21	%		21	%
Tax payable
Net income (loss) before income tax		(654,791	)		(654,791	)

Tax expenses (benefit) at the statutory tax rate		(137,506	)		-21	%
Valuation allowance		137,506			21	%
Income tax expenses (benefits)		-			-

NOTE 1

REPAYMENT

XPENSE

The Company had a prepayment expense amounted $98,917 as of March 31, 2024, an increase from $61,230 as of December 31, 2023. This increase was primarily due to prepaid development fees and startup fees to Beyond Pooh Corner amounted $15,000, MAI content amounted $30,750, concept artwork for the whole world $20,000 and other retainer fees for legal service amounted $33,167

NOTE

1. A

CCR

IABILITIES

As of March 31. 2024., the Company had accrued liabilities of $49,793, which is a decrease from $54,317 as of December 31, 2023. The accrued liabilities as of March 31, 2024 consist of amounts owed for payroll tax amounted $2,066.64, credit card payable amounted $14,355 and other operating expenses payable amounted $33,371.50.

NOTE 12. S

UBSEQUENT

EVENT

The Company has evaluated events from March 31, 2024 through the date the financial statements were issued. The events requiring disclosure for this period are as follows;

IFA Share Repurchase

On July 12

, 2024

IFA repurchased 98,890 its preferred shares from the Company for a total amount of $87,660.

NOTE

. EQUITY

Common Stock

As of March 31, 2024, the Company had 4,500,000,000 authorized shares of Common Stock with a par value of $0.001. As of March 31, 2024, and

December

31, 2023, there were 635,159,075 and 18,326,075 shares of Common Stock issued and outstanding, respectively.

2024 Issuances

During the three months ended March 31, 2024 the Company issued the following common shares:

●

607,500,000 common shares upon the conversion of 12,150,000 Series Preferred shares

●

133,000 common shares were sold via private placement for proceeds of $199,500

●

9,200,000 common shares were exchanged for 9,200,000 shares of Series A Preferred A Stock of IFA. These shares were valued at $9,200. See Note 4 - Investments

2023 Issuances

During the six months ended June 30, 2023, the Company issued 114,510 restricted common shares to various individuals for services provided. These shares were valued at $4.00 each, based on the trading price of the Company’s common stock on the date the share issuance was approved by the Company’s Board of Directors. As a result, the Company recorded stock based compensation expense of $458,040 for the nine months ended September 30, 2023.

During the three months ended the Company issued 800,000 shares of its common stock in exchange for 800,000 shares of Series A Preferred A Stock of Infinity Fund Australia PTY LTD (“Infinity”). Since Infinity is a privately held entity without any published financial information, the Infinity shares were valued at par value of the Company’s stock or $800, and recorded as an investment on the Company’s balance sheet.

Preferred Stock

During 2020 the Company had 855,000 shares of Preferred Series A Stock outstanding. This Class of Preferred had a 1 for 1 conversion ratio to common stock. During 2021 this class of Series A Preferred Stock was converted to 855,000 shares of common stock prior to the reverse split. On a post-split basis of 250 to 1, this amounted to 3,420 common shares. In March 2021 the Company designated a new class of Series A Preferred Stock.

As of March 31, 2024, the Company has authorized 300,000,000 shares of Preferred Series A Stock. As of March 31, 2024, and December 31, 2023, there were 215,688,680 and 227,838,680 Preferred Series A shares issued and outstanding, respectively. Each share of preferred stock is convertible to 50 shares of common stock.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis should be read in conjunction with our unaudited consolidated financial statements and the related notes thereto. The management’s discussion and analysis contains forward-looking statements, such as statements of our plans, objectives, expectations, and intentions. Any statements that are not statements of historical fact are forward-looking statements. When used, the words “believe,” “plan,” “intend,” “anticipate,” “target,” “estimate,” “expect” and the like, and/or future tense or conditional constructions (“will,” “may,” “could,” “should,” etc.), or similar expressions, identify certain of these forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. Our actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of several factors. We do not undertake any obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this Quarterly Report on Form 10-Q. The following discussion should be read in conjunction with our audited financial statements and the related notes that appear in our Annual Report on Form 10-KT, as filed with the Securities and Exchange Commission on March 24, 2021.

Overview

Our condensed consolidated financial statements accompanying this Report have been prepared assuming that we will continue as a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. We have a minimal operating history and no revenues or earnings from operations. We have no significant assets or financial resources. We will, in all likelihood, sustain operating expenses without corresponding revenues for the immediate future.

On May 16, 2022, the Company entered into a share exchange agreement with The Catalyst Group Entertainment, LLC (“TCG”) and IQI Media (“IQI”) -see Note 1 to the financial statements.

Results of Operations for the Three Months Ended March 31, 2024 Compared to the Three Months Ended March 31, 2023

Revenue

For the three months ended March 31, 2024, we recorded $64,840 in revenue compared to $110,209 during the three months ended March 31, 2023. We are in the process of developing our strategic business plan going forward and, therefore, revenue may vary from period to period.

Operating expenses

Operating expenses for the three months ended March 31, 2024 was $97,743 compared to $656,328 during the three months ended March 31, 2023. Operating expenses for the three months ended March 31, 2023 included $458,040 in non-cash stock based compensation compared to $-0- during the same period in 2024. Excluding stock based compensation, operating expenses in the 2024 period and 2023 period were $97,743 and $206,328, respectively. Excluding stock based compensation, the significant decrease in operating expenses in the three months ended March 31, 2024 compared to the same period in 2023 is due to the write-down of pre-production license rights of $150,000 in 2023 offset by increases in general and administrative expenses in the 2024 period.

Net loss

As a result of the foregoing, we had a loss of $8,

6 or $(0.00) per share for the three months ended March 31, 2024, compared to a loss of $654,791 or $(.04) per share for the three months ended March 31, 2023.

Liquidity and Capital Resources

We had $164,589 in cash on hand as of March 31, 2024.

Net cash used in operating activities was $51,

117

for the three months ended March 31, 2024, compared to $61,525 for the three months ended March 31, 2023. The decrease in cash used in operating activities during the three months ended March 31, 2024 was primarily due to changes in assets and liabilities in the 2024 period compared to 2023.

Net cash provided by financing activities was $170,561 for the three months ended March 31, 2024, compared to $118,048 for the three months ended March 31, 2023. The increase is primarily attributable to $199,500 net of $10,269 in repayments of related party loans, and notes payable repayments of $18,670 in 2024, compared to 46,538 in new loans and to $71,510 in related party loans net of repayments in 2023.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that is material to investors.

Critical Accounting Principles

The preparation of financial statements in accordance with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results can, and in many cases will, differ from those estimates. We have not identified any critical accounting policies.

New Accounting Pronouncements

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which establishes a new lease accounting model for lessees. The updated guidance requires an entity to recognize assets and liabilities arising from financing and operating leases, along with additional qualitative and quantitative disclosures. The amended guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018, with early adoption permitted. In March 2019, the FASB issued ASU 2019-01, Codification Improvements, which clarifies certain aspects of the new lease standard. The FASB issued ASU 2018-10, Codification Improvements to Topic 842, Leases in July 2018. Also in 2018, the FASB issued ASU 2018-11, Leases (Topic 842) Targeted Improvements, which provides an optional transition method whereby the new lease standard is applied at the adoption date and recognized as an adjustment to retained earnings. The amendments have the same effective date and transition requirements as the new lease standard.

We adopted ASC 842 on September 1, 2020. The adoption of this guidance did not have any impact on our financial statements because we have no leases.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market risk is the sensitivity of income or loss to changes in interest rates, foreign exchanges, commodity prices, equity prices, and other market-driven rates or prices. We are not presently engaged in any substantive commercial business. Accordingly, the risks associated with foreign exchange rates, commodity prices, and equity prices are not significant. Our debt obligations contain interest rates that are fixed and we do not enter into derivatives or other financial instruments for trading or speculative purposes.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our senior management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded as of the Evaluation Date that our disclosure controls and procedures were not effective such that the information relating to us required to be disclosed in our Securities and Exchange Commission (“SEC”) reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our Chief Executive Officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. The Company’s former management abandoned all operations for many years, and only recently did the Company appoint new management to make filings with the SEC on behalf of the Company. As of March 31, 2024 we have concluded that our disclosure controls and procedures were not effective.

Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives. Our Company has been dormant since November 2012. As a result, our management did not evaluate the effectiveness of our internal control over financial reporting as of March 31, 2024, and March 31, 2023 based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework (2013). without such an evaluation, our management concluded that we did not maintain effective internal control over financial reporting as of March 31, 2024, based on the COSO framework criteria, as more fully described below. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.

The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the PCAOB were: (1) lack of a functioning audit committee, (2) lack of a majority of outside directors on our Board of Directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (3) inadequate segregation of duties consistent with control objectives; (4) complete lack of management of the company from November 2012 until March 31, 2024; and (5) lack of disclosure controls. The aforementioned material weaknesses were identified by our Chief Executive and Financial Officer in connection with the review of our financial statements as of March 31, 2024.

Management believes that the material weaknesses set forth above did not have an effect on our financial results because the activity during this period was nominal. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside Directors on our Board of Directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the periods ended March 31, 2024 and March 31, 2023, that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company. The Company’s property is not the subject of any pending legal proceedings.

Item 1a. Risk Factors

We are a smaller reporting company and are not required to provide the information under this item pursuant to Regulation S-K.

Item 2. Unregistered Sales Of Equity Securities And Use Of Proceeds

During the three months ended March 31, 2024, the Company issued the following common shares:

●

607,500,000 common shares upon the conversion of 12,150,000 Series Preferred shares

●

133,000 common shares were sold via private placement for proceeds of $199,500.

●

9,200,000 common shares were exchanged for 9,200,000 shares of Series A Preferred A Stock of IFA. These shares were valued at $9,200. See Note 4 Investments.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

None.

Item 6. Exhibits

31.1		Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
10.1		Share Exchange Agreement (Incorporated by reference to the Company’s Current Report on Form 8-K, Exhibit 4.1 filed with the SEC on May 16, 2022)
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Winvest Group Ltd.
	(Registrant)

July 15, 2024	By:	/s/ Jeffrey Wong Kah Mun
		Jeffrey Wong Kah Mun, CEO and CFO