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 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
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.
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.
We
are an early-stage company and making effort to reinstate the business. 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 (Cayman) (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 Zyrox Mining International, Inc. 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, 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, the 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 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, the 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.
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 references 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, 2023, the Company had a working capital
deficit of $682,719 and an accumulated deficit of $104,499,880. 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 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,
2023, the 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 expense, 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 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. 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 3 years.
Goodwill
is not amortized but is subject to annual impairment testing unless circumstances dictate more frequent assessments. The Company performs
an annual impairment assessment for goodwill during the fourth quarter of each year and more frequently whenever events or changes in
circumstances indicate that the fair value of the asset may be less than the carrying amount. Goodwill impairment testing compares the
fair value of the reporting unit to its carrying amount. The fair value of the reporting unit is determined by considering both the income
approach and market approaches. The fair values calculated under the income approach and market approaches are weighted based on circumstances
surrounding the reporting unit. Under the income approach, the Company determines fair value based on estimated future cash flows of
the reporting unit, which are discounted to the present value using discount factors that consider the timing and risk of cash flows.
For the discount rate, the Company relies on the capital asset pricing model approach, which includes an assessment of the risk-free
interest rate, the rate of return from publicly traded stocks, the Company’s risk relative to the overall market, the Company’s
size and industry and other Company specific risks. Other significant assumptions used in the income approach include the terminal value,
growth rates, future capital expenditures and changes in future working capital requirements. The market approaches use key multiples
from guideline businesses that are comparable and are traded on a public market. If the fair value of the reporting unit is greater than
its carrying amount, there is no impairment. If the reporting unit’s carrying amount exceeds its fair value, then an impairment
loss is recognized in an amount equal to the excess. As of December 31, 2022 the Company determined that goodwill and intangible
assets had been fully impaired. As a result the Company recorded an impairment charge of $1,810,116 for the year ended December 31,2022.
Cash
and cash equivalents
The
Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents.
On March 31, 2023, and March 31, 2022, the Company’s cash equivalents totaled $93,670 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 March 31, 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 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 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 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 March 31, 2023 and 2022, the balances of goodwill and intangibles assets
were $-0- and $-0-, respectively.
NOTE
5. NOTES PAYABLE
As
of March 31, 2023 and December 31, 2022, the balance of notes payable was $46,538 and $-0-, respectively. On February 28,
2023 the company entered in a Paypal Business Loan at an annual interest rate of 19.19%. This facility allows for borrowings up to a
maximum of $90,000. The Company initially borrowed $50,000 under this loan agreement and is required to pay $1730.77 per week for 52
weeks until the loan is paid off.
NOTE
6. NOTES PAYABLE-RELATED PARTIES
As
of March 31, 2023, and December 31, 2022, the balance of notes payable related parties was $633,139 and $561,830, respectively.
The
Company’s financing subsequent to the change of control on June 30, 2021 has come from the Winvest Group Limited (Cayman),
an affiliate with the same name as the Company, and based in the Cayman Islands and the CEO of IQI. Winvest Group Limited (Cayman) is
an equity holdings company in the wellness industry and shares the same board of directors as the Company. As of March 31, 2023,
the balance of notes payable was comprised of $568,089 due to the Winvest Group Limited (Cayman) and $65,250 due to the CEO of IQI.
NOTE
7. PROJECT ADVANCES
Project
advances represent unsecured, interest-free advances made by investors to help the Company fund film projects. If the film is successful
the investor can recoup the money advanced as well as earning a royalty based upon the revenues generated by the film. The terms of this
arrangement vary by film and by investor. The Company records royalties payable when it becomes probable that royalties will be payable.
As of March 31, 2023 and December 31, 2022 the amount of project advances were $100,000 and $100,000, respectively, and no
royalties had been accrued.
NOTE
8. COMMITMENTS AND CONTINGENCIES
The
Company did not have any contractual commitments of March 31, 2023, and December 31, 2022.
NOTE
9. EQUITY
Common
Stock
As
of March 31, 2023, the Company had 4,500,000,000 authorized shares of Common Stock with a par value of $0.001. As of March 31,
2023, and December 31, 2022, there were 17,526,075 and 17,411,217 shares of Common Stock issued and outstanding, respectively. During
the three months ended March 31, 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 three months ended March 31, 2023.
Preferred
Stock
During
2020 the Company had 855,000 shares of Preferred Series A Stock outstanding. This Class of Preferred had a 1 for 1 conversion ratio to
common stock. During 2021 this class of Series A Preferred Stock was converted to 855,000 shares of common stock prior to the reverse
split. On a post-split basis of 250 to 1, this amounted to 3,420 common shares. In March 2021 the Company designated a new class
of Series A Preferred Stock.
As
of March 31, 2023, the Company has authorized 300,000,000 shares of Preferred Series A Stock. As of March 31, 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.