UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report: February 23, 2024

(Date of earliest event reported)

Winvest Group Ltd.

(Exact name of registrant as specified in its charter)

50 West Liberty Street, Suite 880

Reno, NV 89501

(Address of principal executive offices)

(775) 996-0288

(Registrant’s telephone number, including area code)

(Former name, if changed since last report)

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

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

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

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

Item 3.02 Unregistered Sales of Equity Securities

On February 23, 2024, we issued 607,500,000 shares of common stock in conversion of 12,150,000 shares of Series A Preferred Stock held by our directors. We relied on the exemption from registration provided in Section 4(a)(2) of the Securities Act of 1933.

On February 27, 2024, we issued 9,200,000 shares of common stock in conversion of 9,200,000 shares of our Series A Preferred Stock held by Infinity Fund Australia Pty Ltd. We relied on the exemption from registration provided in Section 4(a)(2) of the Securities Act of 1933.

These two transactions result in an increase the number of our common shares outstanding to 635,026,075 million shares from 18,326,075 million shares, a reduction in the number of our Series A Preferred Stock outstanding to 215,688,680 shares from 227,838,680 shares.

SIGNATURES

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