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 September 30, 2022,
the Company had a working capital deficit of $437,287 and an accumulated deficit of $101,887,766. 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 September 30, 2022, the financial statements were not impacted due to the application of Topic 606.
Production – Cost of Revenue
The cost of revenue is comprised of a percentage
of labor expense provided by consultants and employees to produce revenue. This percentage will vary from quarter to quarter based upon
the nature of project the Company is working on. Until the Company receives additional funding, the individuals working on production
are Company officers who are not being compensated for their services.
Administrative Expense
Administrative expense includes office expense,
legal, accounting and other professional fees and other expenses and fess associated with being a public company.
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 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 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. 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 September 30, 2022 the Company determined that no impairment had occurred.
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, 2022, and December 31 2021, the Company’s cash equivalents totaled $13,502 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 – BUSINESS ACQUISITION
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.
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
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 | |
Net
assets acquired and liabilities assumed
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 | |
The Company did not incur any issuance costs
to issue debt or equity instruments used to effect the business combination. 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 has 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 represents the Company’s ability to generate
profitable operations going forward. Management estimated the provisional fair values of the intangible assets and goodwill on September
30, 2022. The Company’s accounting for the acquisition of IQI and TCG is incomplete. Management plans to complete a valuation study
within a one-year measurement period, to calculate the fair market value of the acquired intangible assets and common stock. This valuation
will also determine the amount of goodwill which is not tax deductible since the transaction was structured as a tax purchase.
NOTE
4 – INTANGIBLE ASSETS
As
of September 30, 2022, the balance of intangible assets was $883,843. During the nine months ended September 30, 2022, and 2021,
the Company recorded $126,307 and $-0- in amortization expense, respectively. The remaining amortization is as follows, 2022 -$84,198,
2023 -$336,830, 2024 -$336,830, 2025- $125,985.
NOTE
5 – EQUITY
Common
Stock
As
of September 30, 2022, the Company had 4,500,000,000 authorized shares of Common Stock with a par value of $0.001. As of September
30, 2022, and December 31, 2021, there were 17,411,217 and 16,510,563 shares of Common Stock issued and outstanding, respectively.
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, 2022, the Company has authorized 300,000,000 shares of Preferred Series A Stock. As of September 30, 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
6 – COMMITMENTS AND CONTINGENCIES
The
Company did not have any contractual commitments of September 30, 2022, and December 31, 2021.
NOTE
7 – NOTES PAYABLE-RELATED PARTY
As
of September 30, 2022, and December 31, 2021, the balance of notes payable related parties was $421,236 and $108,561, respectively.
The
Company’s financing subsequent to the change of control on June 30, 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 September 30, 2022, the balance of notes payable was
comprised of $360,986 due to the Winvest Cayman Group and $60,250 due to the Chief Executive Officer of IQI.