NOTES
TO 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 principle
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. Effective April 30,
2012 the Company changed its name to Diversified Energy & Fuel International, Inc and changed its name to Winvest Group Ltd
on August 15, 2012.
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 on 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.
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.
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.
We
are a development stage company and have not yet opened for business or generated any revenues. Our limited start-up operations
have consisted of the formation of our business plan and identification of our target market. We will require the funds from this
offering in order to fully implement our business plan as discussed in the “Plan of Operation” section 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 (collectively,
the “Purchaser”). As a result, the Purchaser became an 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 among both 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 Winvest Group Ltd (the “Company”) voted to change the Company’s
fiscal year end from May 31 st to December 31st 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, Winvest Group Ltd (the “Company”), amended its articles of incorporation change its name to
Winvest Group Limited (the “Name Change”). The change was made in anticipation of entering into a new line of business
operations.
Also
on December 17, 2021, the Company 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 change its name to Winvest Group
Limited (the “Name Change”). The change was made in anticipation of entering into a new line of business operations.
Also
on December 17, 2021, the Company 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.
COVID-19
On
March 11, 2020, the World Health Organization (“WHO”) declared the Covid-19 outbreak to be a global pandemic.
In addition to the devastating effects on human life, the pandemic is having a negative ripple effect on the global economy, leading
to disruptions and volatility in the global financial markets. Most US states and many countries have issued policies intended
to stop or slow the further spread of the disease.
Covid-19
and the U.S’s response to the pandemic are significantly affecting the economy. There are no comparable events that provide
guidance as to the effect the Covid-19 pandemic may have, and, as a result, the ultimate effect of the pandemic is highly uncertain
and subject to change. We do not yet know the full extent of the effects on the economy, the markets we serve, our business, or
our operations.
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 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 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 reference to common stock in this Form 10-Q reflects this reverse split unless specifically
stated otherwise.
Management’s
Representation of Interim Financial Statements
The
accompanying unaudited 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 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 financial statements include all of the adjustments, which in the opinion of management
are necessary to 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 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 financial statements. The Company has incurred operating losses since its inception. As of March 31, 2022,
the Company had a working capital deficit of $264,539 and negative shareholders’ equity of $264,539.
Because
the Company does not expect that 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 financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect
the reported amounts of liabilities and disclosure of contingent assets and liabilities at the date of the 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 financial statements. The results of these assumptions provide the basis for making estimates about the
carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from
these estimates.
Revenue
Recognition
On
July 1, 2018, the Company adopted Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts
with Customers (“ASC 606”). Results for reporting periods beginning after January 1, 2018, are presented under
ASC 606. As of March 31, 2022, the financial statements were not impacted due to the application of Topic 606 because the
Company had no revenues.
Cash
and cash equivalents
The
Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents.
On March 31, 2022, and December 31 2021, the Company’s cash equivalents totaled $-0- and $-0- respectively.
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.
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 financial statements because
we have no leases.
NOTE
3 – EQUITY
Common
Stock
As
of March 31, 2022, the Company had 4,500,000,000 authorized shares of Common Stock with a par value of $0.001. As of March 31,
2022, and December 31, 2021 there were 16,511,217 and 16,510,563 shares of Common Stock issued and outstanding, respectively.
Preferred
Stock
As
of March 31, 2022 the Company has authorized 300,000,000 shares of Preferred Series A Stock. As of March 31, 2022 and
December 31, 2021 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.
NOTE
4 – COMMITMENTS AND CONTINGENCIES
The
Company did not have any contractual commitments of March 31, 2022, and December 31, 2021.
NOTE
5 – NOTES PAYABLE-RELATED PARTY
The
Company’s financing subsequent to the change of control on March 31, 2021 has come from the Winvest Group Cayman, an
affiliate with the same name as the Company, and based in the Cayman Islands. As of December 31, 2021 the amount due to the
Winvest Group Cayman was $241,314 which is being treated as an interest free demand loan.
NOTE
6 – SUBSEQUENT EVENTS
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.