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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: September 30, 2023

 

OR

 

☐ 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
None   N/A   N/A

 

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 ☒   No ☐

 

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 ☒   No ☐

 

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 ☒
  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 ☐   No ☒

 

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

 

As of November 20, 2023 there were 18,326,075 common shares outstanding.

 

 

 

 

 

 

WINVEST GROUP LTD.

 

CONTENTS

 

PART 1 – FINANCIAL INFORMATION    
     
Item 1. – Financial Statements   1
     
Condensed Consolidated Balance Sheets   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   13
     
Item 3. – Quantitative and Qualitative Disclosures about Market Risk   14
     
Item 4. – Controls and Procedures   15
     
PART II – OTHER INFORMATION    
     
Item 1A. – Risk Factors   16
     
Item 3. – Defaults Upon Senior Securities   16
     
Item 6. – Exhibits   17
     
SIGNATURES   18

 

i

 

 

PART 1 – FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

WINVEST GROUP LTD.

CONDENSED CONSOLIDATED BALANCE SHEETS

 

           
   September 30,   December 31, 
   2023   2022 
   (Unaudited)     
ASSETS          
Cash  $43,811   $37,148 
Accounts receivable   4,100    28,147 
Accounts receivable other   14,310    - 
Prepaid expenses   62,181    155,354 
Total current assets   124,402    220,648 
Investments   800    - 
Security deposit   1,094    - 
Total Assets  $126,296   $220,648 
           
LIABILITIES & STOCKHOLDERS’ DEFICIT          
Current liabilities          
Accounts payable  $38,031   $23,746 
Accrued liabilities   15,938    21,040 
Deferred revenue   40,071    - 
Project advances   100,000    100,000 
Loan payable   41,937    - 
Notes payable-related parties   751,649    561,830 
Total current liabilities   987,626    706,615 
Total liabilities   987,626    706,615 
           
Commitments and Contingencies   -    - 
           
STOCKHOLDERS’ DEFICIT          
Preferred stock Series A, $0.001 par value 300,000,000, shares authorized, 227,838,680, shares issued and outstanding as of September 30, 2023, and December 31, 2022, respectively   227,839    227,839 
Common stock, Par Value $0.001, 4,500,000,000 shares authorized, 18,326,075 and 17,411,217 issued and outstanding as of September 30, 2023, and December 31, 2022   18,326    17,411 
Additional paid in capital   103,571,797    103,113,871 
Accumulated Deficit   (104,679,292)   (103,845,089)
Total Stockholders’ (Deficit)   (861,330)   (485,968)
Total Liabilities and Stockholders’ (Deficit)  $126,296   $220,648 

 

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

 

1

 

 

WINVEST GROUP LTD.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

                     
    Three months ended
September 30,
2023		     Three months ended
September 30,
2022		     Nine months ended
September 30,
2023		     Nine months ended
September 30,
2022		  
Revenue  $50,000   $4,350   $214,978   $8,350 
Cost of sales -related party   15,000    -    15,000    - 
Cost of sales   -    477    108,307    477 
Gross margin   35,000   3,873    91,671    7,873 
                     
Operating expenses:                    
Administrative expenses   54,782    67,054    827,706    275,020 
Professional fees   39,989    84,217    103,014    126,307 
Total operating expenses   94,771    151,270    930,720    401,327 
Loss from operations   (59,771)   (147,397)   (839,049)   (393,454)
                     
Other (expense) income:                    
Interest expense   (3,368)   (606)   (9,467)   (797)
Other income   -    -    14,313    129 
Other expenses, net   (3,368)   (606)   4,846    (668)
Net loss  $(63,139)  $(148,003)  $(834,203)  $(394,122)
                     
Basic and diluted loss per common share  $(0.00)  $(0.01)  $(0.05)  $(0.02)
                     
Weighted average number of shares outstanding   18,326,075    16,966,000    17,776,243    16,966,000 

 

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

 

2

 

 

WINVEST GROUP LTD.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

(Unaudited)

 

                                    
   Preferred Stock   Common Stock   Additional
Paid-In 		   Accumulated   Total
Stockholders’
Equity		 
   Shares   Value   Shares   Value   Capital   Deficit   (Deficit) 
Balance, December 31, 2021   227,838,680   $227,839   $16,510,563   $16,511   $101,134,772   $(101,493,644)  $(114,522)
                                    
Reverse split rounding adjustment             654         (1)          
                                    
Net loss        -          -     -     (150,017)   (150,017)
                                    
Balance, March 31,2022   227,838,680   $227,839    16,511,217    16,511    101,134,771   $(101,643,661)  $(264,539)
                                    
Issuance of common stock for acquisitions             900,000    900    1,979,100         1,980,000 
                                    
Net loss        -          -     -     (96,102)   (96,102)
                                    
Balance, June 30, 2022   227,838,680   $227,839    17,411,217   $17,411   $103,113,871   $(101,739,763)  $1,619,358 
                                    
Net loss        -          -     -     (148,003)   (148,003)
                                    
Balance, September 30, 2022   227,838,680   $227,839    17,411,217   $17,411   $103,113,871   $(101,983,868)  $1,471,355 

 

   Preferred Stock   Common Stock   Additional
Paid-In		   Accumulated   Total
Stockholders’
Equity		 
   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)
                                    
Common stock issued for services             114,510    115    457,925         458,040 
                                    
Misc. common stock adjustment             348                     
                                    
Net loss        -          -     -     (654,791)   (654,791)
                                    
Balance, March 31, 2023   227,838,680   $227,839    17,526,075   $17,526   $103,571,797   $(104,499,880)  $(682,719)
                                    
Net loss        -          -     -     (116,273)   (116,273)
                                    
Balance, June 30, 2023   227,838,680   $227,839    17,526,075   $17,526   $103,571,797   $(104,616,153)  $(798,992)
                                    
Common shares issued as investment             800,000    800              800 
                                    
Net loss        -          -     -     (63,139)   (63,139)
                                    
Balance, September 30, 2023   227,838,680   $227,839    800,000   $18,326   $103,571,797   $(104,679,292)  $(861,330)

 

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

 

3

 

 

WINVEST GROUP LTD.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

           
    Nine months ended
September 30,
2023		     Nine months ended
September 30,
2022		  
Cash flows used in operating activities          
Net loss  $(834,203)  $(394,122)
Amortization of intangible assets   -    126,307 
Stock based compensation   458,040    - 
Changes in assets and liabilities          
Accounts receivable   24,047    - 
Accounts receivable-other   (14,310)   - 
Prepaid expenses   93,172    - 
Other assets   (1,094)   - 
Accounts payable   14,284    1,048 
Accrued liabilities and project advances   (5,101)   12,355 
Deferred revenue   40,071    - 
Net cash (used in) operating activities   (225,094)   (254,412)
           
Cash flows provided (used in) investing activities          
Acquisition of a business, net of cash   -    15,490 
Net cash provided by investing activities   -    15,490 
           
Cash flows provided used by financing activities          
Loan proceeds   41,937    - 
Repayments of related party loans   (113,736)   - 
Proceeds from related party loans   303,556    252,425 
Net cash provided by financing activities   231,757    252,425 
           
Net increase in cash   6,663    13,502 
Cash, beginning of period   37,148    - 
Cash, end of period  $43,811   $13,502 

 

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

 

4

 

 

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 for 102,238,200 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 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.

 

5

 

 

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 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 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 symbol change occurred on January 27, 2022

 

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

 

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On May 25, 2022, the Board of Directors of Winvest Group Ltd. (the “Company”) appointed Khiow Hui, Lim as the Corporation’s Chief Strategic Officer and Charlene Logan Kelly as the Corporation’s Chief Intellectual Officer.

 

On June 13, 2022, the Board of Directors of Winvest Group Ltd. (the “Company”) appointed Khiow Hui, Lim to the Corporation’s Board of Directors.

 

On June 29, 2022, the Board of Directors of Winvest Group Ltd. (the “Company”) accepted the resignation of Tham Yee Wen as the Company’s Secretary. Also, on June 29, 2022, the Board of Directors of the Company appointed Khiow Hui, Lim as the Company’s Secretary.

 

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Change in Fiscal Year-End

 

On September 14, 2021, the Company’s Board of Directors approved the change in the Company’s fiscal year end from May 31 to December 31.

 

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.

 

Reverse Split

 

On January 27, 2022, the Company effected a 1 for 250 reverse stock split of its common stock. This split has been retroactively applied to all periods presented. All references to common stock in this Form 10-Q reflects this reverse split unless specifically stated otherwise.

 

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 September 30, 2023, the Company had a working capital deficit of $863,224 and an accumulated deficit of $104,679,292. 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 Ltd. who is extending interest-free demand loans to the Company. The Company will be required to continue to rely on Winvest Group Ltd. until its operations become profitable.

 

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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 September 30, 2023, 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 expense 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.

 

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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 September 30, 2023, and December 31, 2022, the Company’s cash equivalents totaled $43,811 and $37,148 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.

 

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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 September 30, 2023 and December 31, 2022 the amount of project advances were $100,000 and $100,000, 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 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 June 1, 2020. The adoption of this guidance did not have any impact on our condensed financial statements because we have no leases.

 

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 share of 4,500,000,000.

 

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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. Management estimated the provisional fair values of the intangible assets and goodwill on December 31, 2022 to be zero and as a result fully impaired its goodwill and intangible assets and recorded an impairment charge of $1,810,116. As of September 30, 2023 and December 31, 2022, the balances of goodwill and intangibles assets were $-0- and $-0-, respectively.

 

NOTE 4. NOTES PAYABLE

 

As of September 30, 2023 and December 31, 2022, the balance of notes payable was $41,937 and $-0-, 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 5. NOTES PAYABLE-RELATED PARTIES

 

As of September 30, 2023, and December 31, 2022, the balance of notes payable to related parties was $751,093 and $561,830, 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 September 30, 2023, the balance of notes payable was comprised of $690,135 due to the Winvest Group Limited (Cayman) and $58,514 due to the CEO of IQI and $3,000 due to the CEO of the Company.

 

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NOTE 6. 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 September 30, 2023 and December 31, 2022 the amount of project advances were $100,000 and $100,000, respectively, and no royalties had been accrued.

 

NOTE 7. COMMITMENTS AND CONTINGENCIES

 

The Company did not have any contractual commitments of September 30, 2023, and December 31, 2022.

 

NOTE 8. EQUITY

 

Common Stock

 

As of September 30, 2023, the Company had 4,500,000,000 authorized shares of Common Stock with a par value of $0.001. As of September 30, 2023, and December 31, 2022, there were 18,326,075 and 17,411,217 shares of Common Stock issued and outstanding, respectively.

 

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 September 30, 2023, the Company has authorized 300,000,000 shares of Preferred Series A Stock. As of September 30, 2023, and December 31, 2022, there were 227,838,680 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.

 

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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 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 Nine Months Ended September 30, 2023 Compared to the Nine Months Ended September 30, 2022

 

Revenue

 

For the nine months ended September 30, 2023, we recorded $214,978 in revenue compared to $8,350 during the nine months ended September 30, 2022. The majority of the revenue during the nine months ended September 30, 2023 was generated by the Company’s IQI subsidiary which was a newly acquired entity in 2022 that was just beginning operations. 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 nine month ended September 30, 2023 was $918,160 compared to $401,237 during the nine months ended September 30, 2022. Operating expenses for the nine months ended September 30, 2023 includes $458,040 in non-cash stock based compensation compared to $-0- during the same period in 2022. Excluding stock based compensation, operating expenses in the 2023 period and 2022 period were $460,120 and $401,327, respectively. Excluding stock based compensation, the significant increase in operating expenses in the nine months ended September 30, 2022 compared to the same period in 2022 is due to the extra expenses associated with becoming an operating company in 2023.

 

Net loss

 

As a result of the foregoing, we had a loss of $834,203 or $0.05 per share for the nine months ended September 30, 2023, compared to $394,122 or $0.02 per share for the nine months ended September 30, 2022.

 

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Liquidity and Capital Resources

 

We had $43,811 in cash on hand as of September 30, 2023.

 

Net cash used in operating activities was $225,094 for the nine months ended September 30, 2023, compared to $254,214 for the nine months ended September 30, 2022. The decrease in cash used in operating activities during the nine months ended September 30, 2023 was primarily due to changes in assets and liabilities in the 2023 period compared to 2022.

 

Net cash provided by financing activities was $231,757 for the nine months ended September 30, 2023, compared to $252,425 for the nine months ended September 30, 2022. The decrease is attributable to lower levels of loans received net of repayments in the 2023 period offset by new loan proceeds in 2023, compared to 2022.

 

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.

 

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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 September 30, 2023 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 September 30, 2023, and September 30, 2022 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 September 30, 2023, 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 September 30, 2023; 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 September 30, 2023.

 

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 September 30, 2023 and September 30, 2023, that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

 

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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 nine months ended September 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.

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

Not Applicable.

 

Item 5. Other Information

 

None.

 

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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

 

17

 

 

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)
   
November 20, 2023 By: /s/ Jeffrey Wong Kah Mun
    Jeffrey Wong Kah Mun, CEO and CFO

 

18

 

EXHIBIT 31.1

 

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO EXCHANGE ACT RULE 13a-14(a)
(as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002)

 

I, Jeffrey Wong Kah Mun certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of Winvest Group Ltd.

 

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

 

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

 

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Dated: November 20, 2023 By: /s/ Jeffrey Wong Kah Mun
    Jeffrey Wong Kah Mun,
    Chief Executive Officer

 

 

 

EXHIBIT 31.2

 

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO EXCHANGE ACT RULE 13a-14(a)
(as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002)

 

I, Jeffrey Wong Kah Mun certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of Winvest Group Ltd.;

 

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

 

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

 

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Dated: November 20, 2023 By: /s/ Jeffrey Wong Kah Mun
    Jeffrey Wong Kah Mun,
Chief Financial Officer

 

 

 

EXHIBIT 32.1

 

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

In connection with the accompanying Quarterly report on Form 10-Q of Winvest Group Ltd. for the quarter ended September 30, 2023, the undersigned hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge and belief, that:

 

(1)such Quarterly report on Form 10-Q for the quarter ended September 30, 2023 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2)the information contained in such Quarterly report on Form 10-Q for the quarter ended September 30, 2023, fairly presents, in all material respects, the financial condition and results of operations of Winvest Group Ltd.

 

Dated: November 20, 2023 /s/ Jeffrey Wong Kah Mun
  Name: Jeffrey Kah Mun
  Title: Chief Executive Officer

 

 

 

EXHIBIT 32.2

 

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO 18 U.S.C. 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

In connection with the accompanying Quarterly report on Form 10-Q of Winvest Group Ltd. for the quarter ended September 30, 2023, the undersigned hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge and belief, that:

 

(1)such Quarterly report on Form 10-Q for the quarter ended September 30, 2023 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2)the information contained in such Quarterly report on Form 10-Q for the quarter ended September 30, 2023 fairly presents, in all material respects, the financial condition and results of operations of Winvest Group Ltd.

 

Dated: November 20, 2023 /s/ Jeffrey Wong Kah Mun
  Name: Jeffrey Wong Kah Mun,
  Title: Chief Financial Officer

 

 

v3.23.3
Cover - shares
 9 Months Ended
Sep. 30, 2023
Nov. 20, 2023
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Quarterly Report true  
Document Transition Report false  
Document Period End Date Sep. 30, 2023  
Document Fiscal Period Focus Q3  
Document Fiscal Year Focus 2023  
Current Fiscal Year End Date --12-31  
Entity File Number 000-56204  
Entity Registrant Name WINVEST GROUP LTD.  
Entity Central Index Key 0001558740  
Entity Tax Identification Number 27-2052033  
Entity Incorporation, State or Country Code NV  
Entity Address, Address Line One 50 West Liberty Street  
Entity Address, Address Line Two Suite 880  
Entity Address, City or Town Reno  
Entity Address, State or Province NV  
Entity Address, Postal Zip Code 89501  
City Area Code (775)  
Local Phone Number 996-0288  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   18,326,075
v3.23.3
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($)
Sep. 30, 2023
Dec. 31, 2022
ASSETS    
Cash $ 43,811 $ 37,148
Accounts receivable 4,100 28,147
Accounts receivable other 14,310
Prepaid expenses 62,181 155,354
Total current assets 124,402 220,648
Investments 800
Security deposit 1,094
Total Assets 126,296 220,648
Current liabilities    
Accounts payable 38,031 23,746
Accrued liabilities 15,938 21,040
Deferred revenue 40,071
Project advances 100,000 100,000
Loan payable 41,937
Notes payable-related parties 751,649 561,830
Total current liabilities 987,626 706,615
Total liabilities 987,626 706,615
Commitments and Contingencies (0) (0)
STOCKHOLDERS’ DEFICIT    
Preferred stock Series A, $0.001 par value 300,000,000, shares authorized, 227,838,680, shares issued and outstanding as of September 30, 2023, and December 31, 2022, respectively 227,839 227,839
Common stock, Par Value $0.001, 4,500,000,000 shares authorized, 18,326,075 and 17,411,217 issued and outstanding as of September 30, 2023, and December 31, 2022 18,326 17,411
Additional paid in capital 103,571,797 103,113,871
Accumulated Deficit (104,679,292) (103,845,089)
Total Stockholders’ (Deficit) (861,330) (485,968)
Total Liabilities and Stockholders’ (Deficit) $ 126,296 $ 220,648
v3.23.3
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares
Sep. 30, 2023
Dec. 31, 2022
Statement of Financial Position [Abstract]    
Preferred stock Series A, par value (in Dollars per share) $ 0.001 $ 0.001
Preferred stock Series A, shares authorized 300,000,000 300,000,000
Preferred stock Series A, shares issued 227,838,680 227,838,680
Preferred stock Series A, shares outstanding 227,838,680 227,838,680
Common stock, par value (in Dollars per share) $ 0.001 $ 0.001
Common stock, shares authorized 4,500,000,000 4,500,000,000
Common stock, shares issued 18,326,075 17,411,217
Common stock, shares outstanding 18,326,075 17,411,217
v3.23.3
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Income Statement [Abstract]        
Revenue $ 50,000 $ 4,350 $ 214,978 $ 8,350
Cost of sales -related party 15,000 15,000
Cost of sales 477 108,307 477
Gross margin 35,000 3,873 91,671 7,873
Operating expenses:        
Administrative expenses 54,782 67,054 827,706 275,020
Professional fees 39,989 84,217 103,014 126,307
Total operating expenses 94,771 151,270 930,720 401,327
Loss from operations (59,771) (147,397) (839,049) (393,454)
Other (expense) income:        
Interest expense (3,368) (606) (9,467) (797)
Other income 14,313 129
Other expenses, net (3,368) (606) 4,846 (668)
Net loss $ (63,139) $ (148,003) $ (834,203) $ (394,122)
Basic loss per common share $ (0.00) $ (0.01) $ (0.05) $ (0.02)
Diluted loss per common share $ (0.00) $ (0.01) $ (0.05) $ (0.02)
Weighted average number of shares outstanding basic 18,326,075 16,966,000 17,776,243 16,966,000
Weighted average number of shares outstanding diluted 18,326,075 16,966,000 17,776,243 16,966,000
v3.23.3
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (Unaudited) - USD ($)
Preferred Stock [Member]
Common Stock [Member]
Additional Paid-in Capital [Member]
Retained Earnings [Member]
Total
Beginning balance, value at Dec. 31, 2021 $ 227,839 $ 16,511 $ 101,134,772 $ (101,493,644) $ (114,522)
Beginning balance, shares at Dec. 31, 2021 227,838,680 16,510,563      
Reverse split rounding adjustment     (1)    
Reverse split rounding adjustment, shares   654      
Net loss (150,017) (150,017)
Ending balance, value at Mar. 31, 2022 $ 227,839 $ 16,511 101,134,771 (101,643,661) (264,539)
Ending balance, shares at Mar. 31, 2022 227,838,680 16,511,217      
Issuance of common stock for acquisitions   $ 900 1,979,100   1,980,000
Issuance of common stock for acquisitions, shares   900,000      
Net loss (96,102) (96,102)
Ending balance, value at Jun. 30, 2022 $ 227,839 $ 17,411 103,113,871 (101,739,763) 1,619,358
Ending balance, shares at Jun. 30, 2022 227,838,680 17,411,217      
Net loss (148,003) (148,003)
Ending balance, value at Sep. 30, 2022 $ 227,839 $ 17,411 103,113,871 (101,983,868) 1,471,355
Ending balance, shares at Sep. 30, 2022 227,838,680 17,411,217      
Beginning balance, value at Dec. 31, 2022 $ 227,839 $ 17,411 103,113,871 (103,845,089) (485,968)
Beginning balance, shares at Dec. 31, 2022 227,838,680 17,411,217      
Common stock issued for services   $ 115 457,925   458,040
Common stock issued for services, shares   114,510      
Misc. common stock adjustment, shares   348      
Net loss (654,791) (654,791)
Ending balance, value at Mar. 31, 2023 $ 227,839 $ 17,526 103,571,797 (104,499,880) (682,719)
Ending balance, shares at Mar. 31, 2023 227,838,680 17,526,075      
Net loss (116,273) (116,273)
Ending balance, value at Jun. 30, 2023 $ 227,839 $ 17,526 103,571,797 (104,616,153) (798,992)
Ending balance, shares at Jun. 30, 2023 227,838,680 17,526,075      
Common shares issued as investment   $ 800     800
Common shares issued as investment, shares   800,000      
Net loss (63,139) (63,139)
Ending balance, value at Sep. 30, 2023 $ 227,839 $ 18,326 $ 103,571,797 $ (104,679,292) $ (861,330)
Ending balance, shares at Sep. 30, 2023 227,838,680 800,000      
v3.23.3
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)
 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Cash flows used in operating activities    
Net loss $ (834,203) $ (394,122)
Amortization of intangible assets 126,307
Stock based compensation 458,040
Changes in assets and liabilities    
Accounts receivable 24,047
Accounts receivable-other (14,310)
Prepaid expenses 93,172
Other assets (1,094)
Accounts payable 14,284 1,048
Accrued liabilities and project advances (5,101) 12,355
Deferred revenue 40,071
Net cash (used in) operating activities (225,094) (254,412)
Cash flows provided (used in) investing activities    
Acquisition of a business, net of cash 15,490
Net cash provided by investing activities 15,490
Cash flows provided used by financing activities    
Loan proceeds 41,937
Repayments of related party loans (113,736)
Proceeds from related party loans 303,556 252,425
Net cash provided by financing activities 231,757 252,425
Net increase in cash 6,663 13,502
Cash, beginning of period 37,148
Cash, end of period $ 43,811 $ 13,502
v3.23.3
ORGANIZATION AND DESCRIPTION OF BUSINESS
 9 Months Ended
Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
ORGANIZATION AND DESCRIPTION OF BUSINESS

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 for 102,238,200 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 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 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 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 symbol change occurred on January 27, 2022

 

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

 

On May 25, 2022, the Board of Directors of Winvest Group Ltd. (the “Company”) appointed Khiow Hui, Lim as the Corporation’s Chief Strategic Officer and Charlene Logan Kelly as the Corporation’s Chief Intellectual Officer.

 

On June 13, 2022, the Board of Directors of Winvest Group Ltd. (the “Company”) appointed Khiow Hui, Lim to the Corporation’s Board of Directors.

 

On June 29, 2022, the Board of Directors of Winvest Group Ltd. (the “Company”) accepted the resignation of Tham Yee Wen as the Company’s Secretary. Also, on June 29, 2022, the Board of Directors of the Company appointed Khiow Hui, Lim as the Company’s Secretary.

 
v3.23.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 9 Months Ended
Sep. 30, 2023
Accounting Policies [Abstract]  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Change in Fiscal Year-End

 

On September 14, 2021, the Company’s Board of Directors approved the change in the Company’s fiscal year end from May 31 to December 31.

 

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.

 

Reverse Split

 

On January 27, 2022, the Company effected a 1 for 250 reverse stock split of its common stock. This split has been retroactively applied to all periods presented. All references to common stock in this Form 10-Q reflects this reverse split unless specifically stated otherwise.

 

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 September 30, 2023, the Company had a working capital deficit of $863,224 and an accumulated deficit of $104,679,292. 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 Ltd. who is extending interest-free demand loans to the Company. The Company will be required to continue to rely on Winvest Group Ltd. 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 September 30, 2023, 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 expense 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 September 30, 2023, and December 31, 2022, the Company’s cash equivalents totaled $43,811 and $37,148 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 September 30, 2023 and December 31, 2022 the amount of project advances were $100,000 and $100,000, 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 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 June 1, 2020. The adoption of this guidance did not have any impact on our condensed financial statements because we have no leases.

 
v3.23.3
BUSINESS ACQUISITION
 9 Months Ended
Sep. 30, 2023
Business Combination and Asset Acquisition [Abstract]  
BUSINESS ACQUISITION

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 share 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. Management estimated the provisional fair values of the intangible assets and goodwill on December 31, 2022 to be zero and as a result fully impaired its goodwill and intangible assets and recorded an impairment charge of $1,810,116. As of September 30, 2023 and December 31, 2022, the balances of goodwill and intangibles assets were $-0- and $-0-, respectively.

 
v3.23.3
NOTES PAYABLE
 9 Months Ended
Sep. 30, 2023
Debt Disclosure [Abstract]  
NOTES PAYABLE

NOTE 4. NOTES PAYABLE

 

As of September 30, 2023 and December 31, 2022, the balance of notes payable was $41,937 and $-0-, 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.

 
v3.23.3
NOTES PAYABLE-RELATED PARTIES
 9 Months Ended
Sep. 30, 2023
Related Party Transactions [Abstract]  
NOTES PAYABLE-RELATED PARTIES

NOTE 5. NOTES PAYABLE-RELATED PARTIES

 

As of September 30, 2023, and December 31, 2022, the balance of notes payable to related parties was $751,093 and $561,830, 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 September 30, 2023, the balance of notes payable was comprised of $690,135 due to the Winvest Group Limited (Cayman) and $58,514 due to the CEO of IQI and $3,000 due to the CEO of the Company.

 
v3.23.3
PROJECT ADVANCES
 9 Months Ended
Sep. 30, 2023
Project Advances  
PROJECT ADVANCES

NOTE 6. 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 September 30, 2023 and December 31, 2022 the amount of project advances were $100,000 and $100,000, respectively, and no royalties had been accrued.

 
v3.23.3
COMMITMENTS AND CONTINGENCIES
 9 Months Ended
Sep. 30, 2023
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENCIES

NOTE 7. COMMITMENTS AND CONTINGENCIES

 

The Company did not have any contractual commitments of September 30, 2023, and December 31, 2022.

 
v3.23.3
EQUITY
 9 Months Ended
Sep. 30, 2023
Equity [Abstract]  
EQUITY

NOTE 8. EQUITY

 

Common Stock

 

As of September 30, 2023, the Company had 4,500,000,000 authorized shares of Common Stock with a par value of $0.001. As of September 30, 2023, and December 31, 2022, there were 18,326,075 and 17,411,217 shares of Common Stock issued and outstanding, respectively.

 

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 September 30, 2023, the Company has authorized 300,000,000 shares of Preferred Series A Stock. As of September 30, 2023, and December 31, 2022, there were 227,838,680 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.
v3.23.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
 9 Months Ended
Sep. 30, 2023
Accounting Policies [Abstract]  
Change in Fiscal Year-End

Change in Fiscal Year-End

 

On September 14, 2021, the Company’s Board of Directors approved the change in the Company’s fiscal year end from May 31 to December 31.

 
Basis of Presentation

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.

 
Reverse Split

Reverse Split

 

On January 27, 2022, the Company effected a 1 for 250 reverse stock split of its common stock. This split has been retroactively applied to all periods presented. All references to common stock in this Form 10-Q reflects this reverse split unless specifically stated otherwise.

 
Management’s Representation of Interim Condensed Financial Statements

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

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 September 30, 2023, the Company had a working capital deficit of $863,224 and an accumulated deficit of $104,679,292. 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 Ltd. who is extending interest-free demand loans to the Company. The Company will be required to continue to rely on Winvest Group Ltd. until its operations become profitable.

 
Use of Estimates

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

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 September 30, 2023, the condensed financial statements were not impacted due to the application of Topic 606.

 
Production – Cost of Revenue

Production – Cost of Revenue

 

The cost of revenue is comprised of labor expense 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 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

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 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

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 September 30, 2023, and December 31, 2022, the Company’s cash equivalents totaled $43,811 and $37,148 respectively.

 
Prepaid expenses

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

 

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

 
Income 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

 

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 September 30, 2023 and December 31, 2022 the amount of project advances were $100,000 and $100,000, respectively.

 
Stock-based Compensation

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 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

Recent 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 June 1, 2020. The adoption of this guidance did not have any impact on our condensed financial statements because we have no leases.

 
v3.23.3
BUSINESS ACQUISITION (Tables)
 9 Months Ended
Sep. 30, 2023
Business Combination and Asset Acquisition [Abstract]  
Schedule of 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 
Schedule of 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  $55,288 
v3.23.3
ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Narrative) - USD ($)
 1 Months Ended 9 Months Ended
Mar. 05, 2021
Mar. 12, 2012
May 16, 2022
Jan. 27, 2022
Dec. 17, 2021
Nov. 08, 2010
Sep. 30, 2023
Dec. 31, 2022
Mar. 12, 2022
Restructuring Cost and Reserve [Line Items]                  
Issuance of common stock for donated service   98,984,744              
Reverse split       1 for 250 1 for 250        
Common stock, shares issued             18,326,075 17,411,217  
Common stock, shares outstanding             18,326,075 17,411,217  
Common stock, shares authorized             4,500,000,000 4,500,000,000  
Common Class A [Member]                  
Restructuring Cost and Reserve [Line Items]                  
Issuance of common stock             500,000,000    
Common Class B [Member]                  
Restructuring Cost and Reserve [Line Items]                  
Issuance of common stock             1,000,000    
Series A Preferred Stock [Member]                  
Restructuring Cost and Reserve [Line Items]                  
Issuance of common stock 300,000,000                
Price per share (in Dollars per share) $ 0.001                
Consideration paid (in Dollars) $ 700,000                
Nevada LLC [Member]                  
Restructuring Cost and Reserve [Line Items]                  
Issuance of common stock           102,238,200      
WSPVA [Member]                  
Restructuring Cost and Reserve [Line Items]                  
Issuance of common stock   102,238,200         102,238,200    
The Catalyst Group Entertainment [Member] | Share Exchange Agreement [Member]                  
Restructuring Cost and Reserve [Line Items]                  
Issuance of common stock     900,000            
Common stock, shares issued     17,411,217            
Common stock, shares outstanding     17,411,217            
Common stock, shares authorized     4,500,000,000            
Series of Individually Immaterial Business Acquisitions [Member]                  
Restructuring Cost and Reserve [Line Items]                  
Membership interest   100.00%       100.00%      
Series of Individually Immaterial Business Acquisitions [Member] | Series A Preferred Stock [Member]                  
Restructuring Cost and Reserve [Line Items]                  
Membership interest 90.00%                
Series of Individually Immaterial Business Acquisitions [Member] | WSPVA [Member]                  
Restructuring Cost and Reserve [Line Items]                  
Membership interest                 100.00%
The Catalyst Group Entertainment [Member] | Share Exchange Agreement [Member]                  
Restructuring Cost and Reserve [Line Items]                  
Membership interest     100.00%            
v3.23.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)
 1 Months Ended 12 Months Ended
Jan. 27, 2022
Dec. 17, 2021
Dec. 31, 2022
Sep. 30, 2023
Accounting Policies [Abstract]        
Reverse split 1 for 250 1 for 250    
Working capital deficit       $ 863,224
Accumulated deficit     $ 103,845,089 $ 104,679,292
Useful life       3 years
Asset Impairment Charges     1,810,116  
Cash and cash equivalent     37,148 $ 43,811
Project advances     $ 100,000 $ 100,000
v3.23.3
BUSINESS ACQUISITION (Details) - TCG and IQI [Member]
 1 Months Ended
May 16, 2022
USD ($)
Business Acquisition [Line Items]  
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
v3.23.3
BUSINESS ACQUISITION (Details 1) - TCG and IQI [Member]
May 16, 2022
USD ($)
Business Acquisition [Line Items]  
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
v3.23.3
BUSINESS ACQUISITION (Details Narrative) - USD ($)
 1 Months Ended 12 Months Ended
May 16, 2022
Dec. 31, 2022
Sep. 30, 2023
Business Acquisition [Line Items]      
Common stock, shares issued   17,411,217 18,326,075
Common stock, shares outstanding   17,411,217 18,326,075
Common stock, shares authorized   4,500,000,000 4,500,000,000
Impairment charge   $ 1,810,116  
Goodwill and intangible assets   $ 0 $ 0
TCG and IQI [Member]      
Business Acquisition [Line Items]      
Common stock, shares issued 17,411,217    
Common stock, shares outstanding 17,411,217    
Common stock, shares authorized 4,500,000,000    
Acquisition related costs $ 30,000    
Share price $ 2.20    
Total consideration paid $ 2,035,288    
Goodwill 1,024,799    
Intangible assets, gross $ 1,010,489    
v3.23.3
NOTES PAYABLE (Details Narrative) - USD ($)
 1 Months Ended
Feb. 28, 2023
Sep. 30, 2023
Dec. 31, 2022
Debt Instrument [Line Items]      
Notes payable   $ 41,937 $ 0
Paypal Business Loan [Member]      
Debt Instrument [Line Items]      
Interest rate 19.19%    
Maximum borrowing capacity $ 90,000    
Principal amount $ 50,000    
Periodic payment description $1730.77 per week for 52 weeks until the loan is paid off    
v3.23.3
NOTES PAYABLE-RELATED PARTIES (Details Narrative) - USD ($)
Sep. 30, 2023
Dec. 31, 2022
Notes payable related parties $ 751,093 $ 561,830
Chief Executive Officer [Member]    
Due to related party 3,000  
Winvest Cayman And Group [Member]    
Due to related party 690,135  
IQI [Member] | Chief Executive Officer [Member]    
Due to related party $ 58,514  
v3.23.3
PROJECT ADVANCES (Details Narrative) - USD ($)
Sep. 30, 2023
Dec. 31, 2022
Project Advances    
Project advances $ 100,000 $ 100,000
v3.23.3
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)
Sep. 30, 2023
Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]    
Contractual commitments $ (0) $ (0)
v3.23.3
EQUITY (Details Narrative) - USD ($)
 3 Months Ended 6 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2023
Jun. 30, 2023
Sep. 30, 2023
Sep. 30, 2022
Dec. 31, 2021
Dec. 31, 2022
Mar. 05, 2021
Dec. 31, 2020
Class of Stock [Line Items]                
Common stock, shares authorized 4,500,000,000   4,500,000,000     4,500,000,000    
Common stock, par or stated value per share (in Dollars per share) $ 0.001   $ 0.001     $ 0.001    
Common stock, shares issued 18,326,075   18,326,075     17,411,217    
Common stock, shares outstanding 18,326,075   18,326,075     17,411,217    
Stock based compensation expense     $ 458,040        
Preferred stock, shares outstanding 227,838,680   227,838,680     227,838,680   855,000
Conversion of stock, shares converted         855,000      
Number of shares issued     3,420          
Preferred stock, shares authorized 300,000,000   300,000,000     300,000,000    
Preferred stock, shares issued 227,838,680   227,838,680     227,838,680    
Conversion basis     Each share of preferred stock is convertible to 50 shares of common stock.          
Common Stock [Member]                
Class of Stock [Line Items]                
Shares issued for exchange 800,000              
Series A Preferred Stock [Member]                
Class of Stock [Line Items]                
Share Price             $ 0.001  
Series A Preferred Stock [Member] | Infinity [Member]                
Class of Stock [Line Items]                
Shares issued for exchange 800,000              
Shares issued for exchange, par value $ 800   $ 800          
Individual Counterparty [Member]                
Class of Stock [Line Items]                
Number of restricted common stock issued for services provided   114,510            
Share Price   $ 4.00            
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