WNLV 10-Q
Winvest Group Ltd (WNLV)
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
For the quarterly period ended:
OR
For the transition period from _________ to _________
Commission File Number
(Exact name of registrant as specified in its charter) |
| ||
(State or other jurisdiction of Incorporation or organization) |
| (IRS Employer Identification No.) |
(
(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 |
N/A |
| 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).
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.
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 | ☐ |
☐ | 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
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 13, 2025, there were
WINVEST GROUP LTD.
CONTENTS
| 2 |
| Table of Contents |
PART 1 – FINANCIAL INFORMATION
Item 1. Unaudited Condensed Financial Statements
WINVEST GROUP LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 30, 2025 (UNAUDITED) AND DECEMBER 31, 2024
(Expressed in U.S. Dollars)
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| As of September 30, |
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| As of December 31, |
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| 2025 |
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| 2024 |
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ASSETS |
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Current assets |
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Cash |
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Accounts receivable |
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Accounts receivable other |
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Prepaid expenses |
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Total current assets |
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Non-current assets |
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Investments |
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Security deposit |
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Total non-current assets |
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Total assets |
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LIABILITIES & STOCKHOLDERS’ DEFICIT |
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Current liabilities |
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Accounts payable |
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Accrued liabilities |
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Project advances |
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Project advances-related party |
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Convertible promissory notes |
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Embedded derivative liability |
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Notes payable-related parties |
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Total current liabilities |
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Non-current liabilities |
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Commitments and Contingencies |
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Total liabilities |
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STOCKHOLDERS’ DEFICIT |
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Preferred stock Series A, $ |
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Common stock, Par Value $ |
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Additional paid in capital |
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Accumulated Deficit |
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Total Stockholders’ Equity |
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Total Liabilities and Stockholders’ Equity |
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| $ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
| 3 |
| Table of Contents |
WINVEST GROUP LTD.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
(Expressed in U.S. Dollars)
(Unaudited)
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| Three months ended September 30, |
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| Nine months ended September 30, |
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| 2025 |
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| 2024 (Restated) |
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| 2025 |
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Revenue |
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Cost of revenue |
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Gross (loss)/profit |
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Operating expenses: |
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Administrative expenses |
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Total operating expenses |
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Loss from operations |
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Other (expense) income: |
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Interest expense |
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Other (expenses)/ income |
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Loss on investment |
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Other expenses, net |
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Net loss |
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Basic and diluted (loss) per common share |
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Weighted average number of shares outstanding |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
| 4 |
| Table of Contents |
WINVEST GROUP LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
(Expressed in U.S. Dollars)
(Unaudited)
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| Preferred Stock |
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| Common Stock |
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| Additional Paid-In |
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| Accumulated |
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| Total Stockholders’ |
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| Shares |
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| Value |
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| Value |
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| Capital |
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| Deficit |
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Balance, December 31, 2024 |
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Subscription to common stock |
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Net loss |
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| - |
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Balance, March 31, 2025 |
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Subscription to common stock |
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Net loss |
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| - |
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Balance, June 30, 2025 |
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Shares issued to employee |
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Conversation of convertible note |
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Net loss |
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| - |
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Balance, September 30, 2025 |
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| Preferred Stock |
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| Common Stock |
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| Additional Paid-In |
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| Accumulated |
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| Total Stockholders’ |
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| Shares |
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| Value |
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| Shares |
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| Value |
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| Capital |
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| Deficit |
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| (Deficit) |
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Balance, December 31, 2023 (restated) |
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| $ |
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Conversion of preferred stock to common stock |
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Subscription to common stock |
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Common shares issued as investment |
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Net loss |
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Balance, March 31, 2024 (Restated) |
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| $ |
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Cancellation of common shares in return of preferred stock |
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Net loss |
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Balance, June 30, 2024 (Restated) |
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Conversion of preferred stock to common stock |
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Net loss |
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Balance, September 30, 2024 (Restated) |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
| 5 |
| Table of Contents |
WINVEST GROUP LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
(Expressed in U.S. Dollars)
(Unaudited)
|
| Nine months ended September 30, 2025 |
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| Nine months ended September 30, 2024 (Restated) |
| ||
Cash flows from operating activities |
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Net loss |
| $ | ( | ) |
| $ | ( | ) |
Expense on issuance of promissory notes |
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Interest expense on promissory notes loan liability |
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Derivative fair value change |
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Loss from sale of investment |
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Debt extinguishment expenses |
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Write-off of other receivable |
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Bad debt written off |
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Share-based compensation to employee |
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Changes in operating assets and liabilities: |
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Accounts receivable |
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Accounts receivable-other |
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Prepaid expenses |
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Security deposit |
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| ( | ) | |
Accounts payable |
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| ( | ) | |
Accrued liabilities and project advances |
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Net cash (used in) operating activities |
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Cash flows provided by investing activity |
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Proceeds from sale of investment |
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Net cash provided by investing activity |
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Cash flows provided used by financing activities |
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Issuance of share capital |
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Convertible promissory notes |
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Loan repayments |
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Repayments of related party loans |
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Proceeds from related party loans |
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Net cash provided by financing activities |
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Net (decrease)/ increase in cash |
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Cash, beginning of period |
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Cash, end of period |
| $ |
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| $ |
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Supplemental Cash Flows Information |
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Issuance of shares to employee |
| $ |
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| $ |
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Conversion of convertible note |
| $ |
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| $ |
| ||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| 6 |
| Table of Contents |
WINVEST GROUP LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
(Expressed in U.S. Dollars)
(Unaudited)
NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS
Winvest Group Ltd, “the Company” (formerly known as Zyrox Mining International Inc. from August 2012 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
The Company finalized the acquisition of a biodegradable plastic manufacturer, WSPVA, Bio Products International, LLC, a Nevada LLC, on March 12, 2012, for
Subsequently, WSPVA has been permanently revoked by the Nevada Secretary of State and no longer a subsidiary of the Company.
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.
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,
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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 Company had changed the fiscal year end from May 31 to December 31. The Company’s accounting year-end is presently December 31.
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, Zyrox Mining International, Inc. amended its articles of incorporation to reverse split its common stock at a rate of
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 May 16, 2022, the Company entered into a Share Exchange Agreement (the “Agreement”) with The Catalyst Group Entertainment, LLC (“TCG”), a California limited liability company, and IQI Media Inc. (“IQI”), a California corporation. Pursuant to the Agreement, the Company acquired 100% of the equity interests in TCG and IQI in exchange for an aggregate of
Billie Black Production LLC (hereafter called “BB”), is a subsidiary of IQI, established on October 1, 2024, and located in Wyoming, United States. The company was primarily formed to focus on media and film production activities. However, the company ceased operations in the first quarter of 2025 due to the cancellation of the film project that was originally planned to be produced through BB.
Consequently, the Company has ceased to fall under the definition of a shell company as defined 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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NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
These accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) for interim financial information pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary to make the financial statements not misleading have been included. Operating results for the period ended September 30, 2025 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2025. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with Management’s Discussion and Analysis, and the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on April 18, 2025.
Going Concern
The accompanying unaudited 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 consolidated financial statements. The Company has incurred operating losses since its inception. As of September 30, 2025, the Company had an accumulated deficit of $
Use of Estimates
The preparation of the condensed consolidated 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 the convertible promissory note and the valuation of the embedded derivative. 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
The Company recognizes revenue in accordance with FASB ASC Topic 606, Revenue from Contracts with Customers. Revenue is recognized when control of the promised goods or services is transferred to customers in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services.
The Company’s primary sources of revenue are from content creation and advertising services, which are generally provided under contractual arrangements with customers. Revenue is recognized based on the following five-step model:
1. Identify the contract with the customer:
A contract is established when it is approved by both parties, has commercial substance, identifies rights and payment terms, and it is probable that the Company will collect the consideration.
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The contracts with customers, establish legally enforceable rights and obligations that define a tailored scope of services based on each client’s requirements. These contracts outline the fees charged, payment terms, contract durations, and services provided. The company provides a single integrated service consisting of social media content creation, video production, analytics, and ad performance reporting.
The Company entered into certain engagements with clients in the prior year and period through communication platforms such as WeChat, without executing formal written agreements. However, the communications clearly outlined the scope of services, payment terms, and resulted in invoices being issued to clients, detailing the services rendered. Based on ASC 606-10-25-1, the criteria for identifying a contract have been met—namely, the parties have approved the arrangement, each party’s rights and payment terms are identifiable, the contract has commercial substance, and collection is probable. Accordingly, these arrangements are considered contracts under ASC 606, and revenue recognition is appropriate.
2. Identify the performance obligations in the contract:
Each contract is evaluated to determine the distinct goods or services promised. The contracts specify the scope of services provided by the Company, which include social media content creation, video production, analytics, and ad performance reporting. Although these services may appear distinct in nature, they cannot be sold separately within the context of the agreement, as each service is dependent on the others to deliver the intended marketing outcome.
3. Determine the transaction price:
The Company invoices the client at the end of the contract, with a fixed transaction price as agreed upon during the initial engagement in the contract. Revenue is recognized at a point in time, specifically when the Company has completed all contracted services and transferred control of the final deliverables to the client. This aligns with ASC 606-10-25-30, as the client obtains the ability to direct the use of and benefit from the completed marketing package only upon delivery. Accordingly, revenue is recognized at the point when the client accepts the final output of the services.
In certain engagements of the prior financial year, the Company also earned a variable consideration in the form of a profit-sharing component, with one customer, where additional revenue was contingent on the customer’s sales performance. Under ASC 606, this profit-sharing qualifies as variable consideration because the amount is not fixed at contract inception and depends on future sales. Revenue from variable consideration is included in the transaction price only when it is highly probable that no significant reversal will occur (constraint on variable consideration).
4. Allocate the transaction price to performance obligations in the contract:
All services provided by the Company are bundled into a single performance obligation, therefore the entire transaction price, including both the fixed monthly fee and any variable consideration—is allocated to this single obligation. Given that the services are highly interrelated and delivered continuously over the contract period, revenue is recognized as the services are performed. This approach ensures that revenue recognition accurately reflects the transfer of services to the client over time.
5. Recognize revenue when or as the Company satisfies a performance obligation
Revenue is recognized only when the performance obligations has been completed and control has been transferred to the client.
Principal vs. Agent Considerations
The Company evaluates its role in providing services to determine whether it is acting as a principal or an agent, in accordance with ASC 606. The Company is considered a principal when it controls the specified goods or services before transferring them to the customer. In such cases, revenue is recognized on a gross basis for the amount to which the Company expects to be entitled.
For its content creation and advertising and marketing services, the Company acts as a principal, as it is primarily responsible for the fulfilment of services, including content development, production, analytics, and delivery to the client. The Company controls the service outputs before they are transferred and assumes the risks associated with performance. Accordingly, revenue is presented on a gross basis.
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Production – Cost of Revenue
The cost of revenue is comprised of labor expenses 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 fees associated with being a public company. These expenses 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.
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, 2025, and December 31, 2024, the Company’s cash equivalents totaled $
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.
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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.
Convertible Promissory Notes
Convertible Promissory Notes are categorized as equity or debt based on the terms of the notes and the guidance in ASC 480, Distinguishing Liabilities from Equity, and ASC 815, Derivatives and Hedging.
Convertible notes that meet the criteria for equity classification (e.g., conversion into a fixed number of shares with no obligation to deliver cash) are recorded in equity at issuance. Instruments classified as equity are not subsequently remeasured, and no interest expense is recognized.
Convertible notes that include a contractual obligation to deliver cash or other financial assets, or that do not meet the criteria for equity classification, are recorded as debt. These notes are initially recognized at the proceeds received, net of discounts and issuance costs in accordance with ASC 480-10-55-44 on the consolidated balance sheets, and subsequently measured at amortized cost using the effective interest method. Interest expense is recognized in the statement of operations.
If the instrument contains embedded conversion features or other terms that require bifurcation under ASC 815, these features are separated from the host contract and recorded as derivative liabilities at fair value. Derivative liabilities are remeasured at fair value at each reporting date, with changes in fair value recognized in the statement of comprehensive income.
The Company accounts for derivative financial instruments in accordance with Accounting Standards Codification (ASC) 815, Derivatives and Hedging. Under this guidance, the Company evaluates whether an embedded feature within a financial instrument is required to be accounted for separately as a derivative.
Embedded derivatives that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that are not eligible for the scope exceptions under ASC 815, are bifurcated from the host instrument and accounted for as separate derivative financial instruments. These derivatives are recognized as either assets or liabilities on the balance sheet and are measured at fair value, with changes in fair value recognized in the consolidated statements of operations in the period in which they occur.
When the Company issues convertible debt instruments that contain embedded conversion features with variable settlement terms or other features that result in a potential issuance of a variable number of shares, the embedded conversion feature is assessed under ASC 815-15-25 and ASC 815-10-15-83. If the conversion feature requires bifurcation, it is separated from the debt host and accounted for as a derivative liability.
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.
Investment
The Company holds equity investments in private companies that do not have readily determinable fair values. In accordance with ASC 321, Investments—Equity Securities, the Company has elected the measurement alternative to record such investments at cost, less impairment, if any, and adjusted for observable price changes in orderly transactions for the identical or similar investment of the same issuer.
The Company assesses these investments each reporting period to determine whether an impairment or an observable price change has occurred. If impairment indicators are identified, the Company evaluates whether the decline in value is other-than-temporary and, if so, writes down the investment to its fair value. No impairment or observable price adjustments were recognized during the reporting period.
Project advances
Project advances represent amounts received from third parties for the purpose of funding specific film production projects. These funds are typically contributed prior to the commencement or during the development phase of a project and are used exclusively for project-related expenses, in accordance with agreed-upon terms between the contributor and the Company.
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Related Party
The Company identifies related party transactions in accordance with ASC 850, “Related Party Disclosures.” A related party is generally defined as a person or entity that has control or significant influence over the Company, or vice versa, including directors, executive officers, significant shareholders, and their immediate family members, as well as entities under common control.
The Company’s Board of Directors, or a committee thereof, is responsible for reviewing and approving all material related party transactions.
Recent Accounting Pronouncements
In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03 Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) Disaggregation of Income Statement Expenses. The guidance in ASU 2024-03 requires public business entities to disclose in the notes to the financial statements, among other things, specific information about certain costs and expenses including purchases of inventory; employee compensation; and depreciation, amortization and depletion expenses for each caption on the income statement where such expenses are included. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted, and the amendments may be applied prospectively to reporting periods after the effective date or retrospectively to all periods presented in the financial statements. The Company is currently evaluating the provisions of this guidance and assessing the potential impact on the Company’s financial statement disclosures.
In March 2025, the FASB issued ASU 2025-02, Liabilities (Topic 405): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 122, which removes certain SEC guidance related to obligations to safeguard crypto-assets. The Company does not engage in activities involving crypto-assets; therefore, the adoption of this ASU is not expected to have a material impact on its financial statements.
In May 2025, the FASB issued ASU 2025-04, Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Clarifications to Share-Based Consideration Payable to a Customer, which amends ASC 718 and ASC 606 to (i) expand the definition of a performance condition to include vesting tied to a customer’s own purchases or the purchases of the customer’s customers, (ii) require entities to estimate expected forfeitures, and (iii) clarify that the variable consideration guidance in ASC 606 does not apply to share-based consideration payable to a customer. The amendments are effective for annual and interim periods beginning after December 15, 2026, with early adoption permitted. We are currently evaluating the impact of this guidance on our consolidated financial statements.
In July 2025, the FASB issued ASU 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient for measuring expected credit losses on current trade receivables and contract assets by assuming that current conditions remain unchanged over the life of the asset, and for non-public business entities, an accounting policy election to consider subsequent cash collections. The amendments are effective for annual and interim periods beginning after December 15, 2025, with early adoption permitted. We are currently evaluating the impact of this guidance on our consolidated financial statements.
The Company reviews new accounting standards as issued. Management has not identified any other new standards that it believes will have a significant impact on the Company’s financial statements.
NOTE 3. PREPAYMENT EXPENSE
The Company had a prepayment expense amounted $
NOTE 4. INVESTMENTS
On September 28, 2023, (the “Company”) entered into a Securities Exchange Agreement (the “Agreement”) with Infinity Fund Australia Pty Ltd, an Australian corporation (“IFA”). Pursuant to the terms of the Agreement, the Company acquired
In addition to the terms set forth above, the Agreement grants IFA the option to exchange up to an additional
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On February 27, 2024, the Company issued
During the year ended December 31, 2024 IFA repurchased
For the nine months ended September 30, 2025, IFA repurchased
As of September 30, 2025 and December 31, 2024, the balance of investments was $
NOTE 5. NOTES PAYABLE-RELATED PARTIES
As of September 30, 2025, and December 31, 2024, the balance of notes payable to related parties was $
The Company’s financing subsequent to the change of control on September 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 also, from the CEO and Director of WNLV and from the CEO and Director of the Company’s IQI subsidiary, who is also Director at WNLV. 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, 2025, the outstanding balance of related party notes payable was comprised of the following:
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As of December 31, 2024, the outstanding balance of related party notes payable was:
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Balance at the beginning of the period / year |
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Repayment to Khiow Hui Lim |
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Repayment to Jeffrey Wong Kah Mun |
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Amount paid on behalf of the Company by Jeffrey Wong Kah Mun |
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Balance at the end of the period |
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NOTE 6. PROJECT ADVANCES, PROJECT ADVANCES RELATED PARTIES
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, 2025 and December 31, 2024 the amount of total project advances were $
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NOTE 7. CONVERTIBLE PROMISSORY NOTES
Convertible Note Payable
On March 6, 2025, the Company issued a convertible promissory note with a principal amount of $
On August 13, 2025, the Company issued a convertible promissory note with a principal amount of $
Embedded Derivative Liability
In accordance with ASC 815-15-25, the Company evaluated the terms of the conversion feature and determined that it represents an embedded derivative that is not clearly and closely related to the host debt instrument. Specifically, the variability in the conversion price based on market prices causes the feature to meet the definition of a derivative under ASC 815-10-15-83. Accordingly, the conversion option was bifurcated from the host instrument and accounted for separately as a derivative liability at fair value.
Fair Value Measurement
First Convertible Note
The Company engaged an independent valuation specialist to determine the fair value of the embedded derivative as of the issuance date and for the period ended March 31, 2025. The Company performed internal valuations for all subsequent reporting dates.
As of March 6, 2025, the fair value measurements were as follows:
| · | Principal amount of note: $ |
| · | Legal fees associated with issuance: $ |
| · | Total cash received: $ |
| · | Present value of the debt portion: $ |
| · | Fair value of embedded derivative liability: $ |
The difference between the fair value of the convertible instrument and the cash proceeds received resulted in a loss on issuance of $
As of September 15, 2025, a third-party lender converted loan principal amounting to $
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As of September 30, 2025, the Company recognized the following in its unaudited condensed consolidated statement of operations:
| · | Interest expense of $ |
| · | Gain on derivative fair value change of $ |
As of September 30, 2025 and December 31, 2024, the first convertible note has a carrying value of $
Second Convertible Note
The Company performed internal valuation to determine the fair value of the embedded derivative as of the issuance date and subsequent reporting dates.
As of August 13, 2025, the fair value measurements were as follows:
| · | Principal amount of note: $ |
| · | Legal fees associated with issuance: $ |
| · | Total cash received: $ |
| · | Present value of the debt portion: $ |
| · | Fair value of embedded derivative liability: $ |
The difference between the fair value of the convertible instrument and the cash proceeds received resulted in a loss on issuance of $
As of September 30, 2025, the Company recognized the following in its condensed consolidated statement of operations:
| · | Interest expense of $ |
| · | Loss on derivative fair value change of $ |
As of September 30, 2025 and December 31, 2024, the second convertible note has a carrying value of $
NOTE 8. COMMITMENTS AND CONTINGENCIES
The Company has contingencies as of September 30, 2025, and December 31, 2024 of $
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NOTE 9. INCOME TAX
The Company and its two subsidiaries were incorporated in the United States of America and were subject to United States federal taxation at the tax rate of
Provision for income tax consists of the following:
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U.S. |
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Deferred income tax |
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Valuation allowance |
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Net changes in deferred income tax (benefit) |
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Total income tax provision |
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The net loss before income taxes and its provision for income taxes as follows:
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Net loss before income tax |
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Statutory tax rate |
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Tax expenses (benefit) at the statutory tax rate, net |
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Valuation allowance |
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Income tax expenses, net |
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Significant components of the Company’s deferred tax benefits as of the period end is as follows:
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Net operating loss carry-forwards |
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Less: Valuation allowance |
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NOTE 10. ACCRUED LIABILITIES
As of September 30, 2025, the Company had accrued liabilities of $
Included in accrued liabilities are amounts accrued in relation to payables to the related parties of the Company comprising our Company's director, Khiow Hui Lim for marketing advisory services rendered to the Company.
The following marketing advisory fees were accrued as of the respective year-ends:
| · | Khiow Hui Lim: $
As of September 30, 2025 and December 31, 2024, the total accrued balance payable to Khiow Hui Lim was $ |
NOTE 11. EQUITY
Common Stock
As of September 30, 2025, the Company had
2025 Issuances
During the nine months ended September 30, 2025 the Company issued the following common shares:
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2024 Issuances
During the year ended December 31, 2024 the Company issued the following common shares:
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Preferred Stock
During 2020 the Company had
As of September 30, 2025, the Company has authorized
NOTE 12. SUBSEQUENT EVENT
In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred after September 30, 2025 up through the date the Company issued the unaudited Condensed consolidated financial statements.
On October 24, 2025, the Company entered into a Securities Purchase Agreement with CFI Capital LLC (“CFI”) pursuant to which the Company agreed to issue and sell to CFI a
Other than the matters described above, the Company has evaluated subsequent events through the date the financial statements were issued and has determined that there were no additional subsequent events that require disclosure or adjustment to the financial statements.
NOTE 13. RESTATEMENT OF PRIOR PERIOD AMOUNTS
The Company has restated its unaudited condensed consolidated financial statements which are to account for the investment at the cost of the investment instead of at par value of Winvest shares as previously reported and to correct for the loss on the subsequent IFA share buy-backs.
Condensed consolidated statements of operations for the three months ended September 30, 2024
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Gain/(Loss) on investment |
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Net loss |
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Condensed consolidated statements of operations for the nine months ended September 30, 2024
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Gain/(Loss) on investment |
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Net loss |
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Condensed consolidated statements of changes in stockholders’ deficit for the nine months ended September 30, 2025
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Additional Paid-In Capital |
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Accumulated Deficit |
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Condensed consolidated statements of cash flows for the nine months ended September 30, 2024
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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 contain 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-K, as filed with the Securities and Exchange Commission on April 18, 2025.
Overview
Our unaudited condensed consolidated 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 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 Inc. (“IQI”) - see Note 1 to the financial statements.
Results of Operations for the Three Months Ended September 30, 2025 Compared to the Three Months Ended September 30, 2024
Revenue
Our revenues for the three months ended September 30, 2025, were $5,250, as compared to revenues of $0 for the three months ended September 30, 2024, representing an increase of $5,250, or approximately 100%. The increase in revenues is attributable to increase revenue at IQI. The increase in revenues was primarily due to the contracts with BioCalth International Inc and Roundtable of Chinese which services delivered during the three months ended September 30, 2025.
Cost of revenue
Our cost of revenues for the three months ended September 30, 2025, were $7,312, as compared to cost of revenues of $0 for the three months ended September 30, 2024, representing a decrease of $7,312, or approximately 100%. The increase in cost of revenues was primarily due to new projects undertaken during the three months ended September 30, 2025 whereas no revenue-generating projects were recorded for the period for the three months ended September 30, 2024.
Gross loss
Our gross loss for the three months ended September 30, 2025, was $2,062, compared to gross profit of $0 for the three months ended September 30, 2024, representing an increase of $2,062. The increase was primarily due to higher costs incurred for projects during the current period in relation to the limited revenue generated from those projects.
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Other expenses
Our other expenses for the three months ended September 30, 2025, were $5,298, compared to $204,944 for the three months ended September 30, 2024, representing n decrease of $199,646, or approximately 97%. The decrease in other expenses was primarily due to a loss on investment which was not incurred for the three months ended September 2025, partially offset by an increase in interest expense in the three months ended September 30, 2025 when compared to the three months ended September 30, 2024. The loss on investment incurred in the three months ended September 2024, was mainly attributable to IFA’s repurchase of its preference shares at a lower unit price per share as compared to the unit price per share at acquisition, which increased the recognized loss on investment.
Operating expenses
Our operating expenses were $298,085 for the three months ended September 30, 2025, as compared to $153,137 for the three months ended September 30, 2024, representing an increase of $144,948, or approximately 96%. The increase of operating expenses was mainly due to advertising expenses of $53,151, loss expense on issuance of promissory notes amounting to $58,846 and bad debt expense of $50,440.
Net loss
As a result of the foregoing, we had a loss of $305,445 or $(0.00) per share for the three months ended September 30, 2025, compared to a loss of $358,081 or $(0.00) per share for the three months ended September 30, 2024. This represents an decrease in net loss of $52,636, or approximately 14%. The decrease in the loss is mainly due to decrease in other expenses offset by the increase in operating expenses in the three months ended September 30, 2025 when compared to the three months ended September 30, 2024.
Results of Operations for the Nine Months Ended September 30, 2025 Compared to the Nine Months Ended September 30, 2024
Revenue
Our revenues for the nine months ended September 30, 2025, were $16,750, as compared to revenues of $77,340 during the nine months ended September 30, 2024, representing a decrease of $60,590, or approximately 78%. The decrease in revenues is attributable to decreased revenue at both IQI and Winvest. The decrease in revenues was primarily due to the contracts ended with Surewell International, Pacific Range Hood, Superco Home Appliances and Ding Yun Sheng in 2024, which significantly impacted revenue contributions from IQI.
Cost of revenue
Our cost of revenues for the nine months ended September 30, 2025, was $18,932, compared to $42,760 for the nine months ended September 30, 2024, representing a decrease of $23,828, or approximately 56%. The decrease in cost of revenues was primarily due to a reduction in the number of client projects undertaken during the current period.
Gross (loss)/profit
Our gross loss for the nine months ended September 30, 2025, was $2,182, compared to gross profit of $34,580 for the nine months ended September 30, 2024, representing a negative movement of $36,762. The decline was primarily due to the significant decrease in revenue during the current period, as fewer client projects were undertaken, while costs for these projects exceed the revenue generated recognized.
Other expenses
Our other expenses for the nine months ended September 30, 2025, were $658,190, compared to $317,322 for the nine months ended September 30, 2024, representing an increase of $340,868, or approximately 107%. The increase in other expenses was primarily due to higher interest expense and a loss on investment. The loss on investment was mainly attributable to IFA’s repurchase of its preference shares at a lower unit price per share as compared to the unit price per share at acquisition, which increased the recognized loss on investment.
Operating expenses
Our operating expenses were $564,925 for the nine months ended September 30, 2025, as compared to $398,894 for the nine months ended September 30, 2024, representing an increase of $166,031, or approximately 43%. The increase in operating expenses was mainly due to advertising expenses of $65,681, loss expense on issuance of promissory notes amounting to $106,025 and bad debt expense of $51,640.
Net loss
As a result of the foregoing, we had a loss of $1,225,297 or $(0.00) per share for the nine months ended September 30, 2025, compared to a loss of $681,636 or $(0.00) per share for the nine months ended September 30, 2024. This represents an increase in net loss of $543,661, or approximately 80%. The loss mainly due to decrease in revenue, increase in admin expenses and increase loss on investment.
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Liquidity and Capital Resources
We had $102,550 in cash on hand and bank balances as of September 30, 2025.
Management is actively implementing measures to address the working capital shortfall, including pursuing additional equity financing, continuing to manage operating costs prudently, and advancing the progress of film production project to generate future revenue streams. The Company believes that these initiatives, together with its ongoing efforts to expand business operations, will improve liquidity and support its ability to continue as a going concern.
Net cash used in operating activities was $428,137 for the nine months ended September 30, 2025, compared to $229,533 for the nine months ended September 30, 2024. The cash flows in operating activities during the nine months ended September 30, 2025 comprise of net loss of $1,225,297, derivative fair value change of $2,043, increase in prepaid expenses of $70,233, decrease in accrued liabilities and project advances of $5,762 contra by decrease in account receivable of $55, write-off of other receivable of $50,440, increase in accounts payable of $17,621, expense on issuance of 106,025, interest expense on promissory notes of $8,478, debt extinguishment expenses of $29,627, loss from sale of investment of $647,462, bad debt written off of $5,100 and share-based compensation to employee of $10,500.
Net cash provided by investing activity was $0 for the nine months ended September 30, 2025, compared to $263,968 for the nine months ended September 30, 2024 representing a decrease of $263,968 which was solely due to the proceeds from IFA’s repurchase of its preference shares received in the prior period.
Net cash provided by financing activities was $349,165 for the nine months ended September 30, 2025, compared to $209,533 for the nine months ended September 30, 2024. The cash flows comprise proceeds from the issuance of share capital of $180,000, convertible promissory notes of $165,000 and loans from related parties, offset by repayments of related party loans of $13,140.
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.
The critical accounting policies have been identified as follows:
Convertible Promissory Notes
Convertible Promissory Notes are categorized as equity or debt based on the terms of the notes. Convertible Promissory Notes are recorded at amounts equal to the proceeds of the issuance, including the embedded conversion feature, and net of discounts and unamortized debt issuance in accordance with ASC 480-10-55-44 on the consolidated balance sheets. An evaluation of all conversion, purchase and redemption features contained in a debt instrument is performed to determine if there are any embedded features that require bifurcation as a derivative. The conversion feature is recorded separately as a derivative liability at its fair value.
The convertible notes are subsequently recorded at amortized cost, with interest expense recognized using the effective interest method. The derivative liability, if any is remeasured at fair value at each reporting date and any gain or loss on fair value is recognized in the statement of comprehensive income.
The Company accounts for derivative financial instruments in accordance with Accounting Standards Codification (ASC) 815, Derivatives and Hedging. Under this guidance, the Company evaluates whether an embedded feature within a financial instrument is required to be accounted for separately as a derivative.
Embedded derivatives that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that are not eligible for the scope exceptions under ASC 815, are bifurcated from the host instrument and accounted for as separate derivative financial instruments. These derivatives are recognized as either assets or liabilities on the balance sheet and are measured at fair value, with changes in fair value recognized in the consolidated statements of operations in the period in which they occur.
When the Company issues convertible debt instruments that contain embedded conversion features with variable settlement terms or other features that result in a potential issuance of a variable number of shares, the embedded conversion feature is assessed under ASC 815-15-25 and ASC 815-10-15-83. If the conversion feature requires bifurcation, it is separated from the debt host and accounted for as a derivative liability.
Recent Accounting Pronouncements
In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03 Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) Disaggregation of Income Statement Expenses. The guidance in ASU 2024-03 requires public business entities to disclose in the notes to the financial statements, among other things, specific information about certain costs and expenses including purchases of inventory; employee compensation; and depreciation, amortization and depletion expenses for each caption on the income statement where such expenses are included. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted, and the amendments may be applied prospectively to reporting periods after the effective date or retrospectively to all periods presented in the financial statements. The Company is currently evaluating the provisions of this guidance and assessing the potential impact on the Company’s financial statement disclosures.
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In March 2025, the FASB issued ASU 2025-02, Liabilities (Topic 405): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 122, which removes certain SEC guidance related to obligations to safeguard crypto-assets. The Company does not engage in activities involving crypto-assets; therefore, the adoption of this ASU is not expected to have a material impact on its financial statements.
In May 2025, the FASB issued ASU 2025-04, Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Clarifications to Share-Based Consideration Payable to a Customer, which amends ASC 718 and ASC 606 to (i) expand the definition of a performance condition to include vesting tied to a customer’s own purchases or the purchases of the customer’s customers, (ii) require entities to estimate expected forfeitures, and (iii) clarify that the variable consideration guidance in ASC 606 does not apply to share-based consideration payable to a customer. The amendments are effective for annual and interim periods beginning after December 15, 2026, with early adoption permitted. We are currently evaluating the impact of this guidance on our consolidated financial statements.
In July 2025, the FASB issued ASU 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient for measuring expected credit losses on current trade receivables and contract assets by assuming that current conditions remain unchanged over the life of the asset, and for non-public business entities, an accounting policy election to consider subsequent cash collections. The amendments are effective for annual and interim periods beginning after December 15, 2025, with early adoption permitted. We are currently evaluating the impact of this guidance on our consolidated financial statements.
The Company reviews new accounting standards as issued. Management has not identified any other new standards that it believes will have a significant impact on the Company’s financial statements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, the company’s principal executive and principal financial officers and effected by the company’s board of directors, management and other personnel, 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 of America and includes those policies and procedures that:
| · | Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; |
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| · | Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and |
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| · | Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements. |
Under the supervision and with the participation of our senior management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this Quarterly Report on Form 10-Q (the “Evaluation Date”). 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. In the meantime, management has appointed external consultants to minimize the risk and ascertain compliance with requirements.
Management’s 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 consolidated 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 management did not evaluate the effectiveness of our internal control over financial reporting as of September 30, 2025 and December 31, 2024 based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework (2013). Based on the evaluation performed, our management concluded as of the Evaluation Date that our internal control over financial reporting as of September 30, 2025 were not effective. 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.
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Identified Items That May be Material Weaknesses
A material weakness in internal control over financial reporting is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the financial statements will not be prevented or detected.
Management identified the following material weakness during its assessment of internal controls over financial reporting as of September 30, 2025.
We do not have adequate segregation of duties and effective risk assessment – Lack of segregation of duties and effective risk assessment may cause the Company to face the likelihood of fraud or theft, due to poor oversight, governance and review to detect errors.
Accordingly, the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.
As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of September 30, 2025 based on criteria established in in COSO Internal Control - Integrated Framework (ICIF-2013).
Management’s Remediation Initiatives
In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:
| 1. | We intend to add staff members to our management team for making sure that information required to be disclosed in our reports filed and submitted under the Exchange Act is recorded, processed, summarized and reported as and when required and will the staff members will have segregated responsibilities with regard to these responsibilities. |
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| 2. | We plan to create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function. The accounting personnel is responsible for reviewing the financing activities, facilitate the approval of the financing, record the information regarding the financing, and submit SEC filing related documents to our legal counsel in order to comply with the filing requirements of SEC. |
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, 2025 and September 30, 2024, 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, 2025, the Company issued the following common shares:
| · | 1,000,000 common shares were issued to investor for proceeds of $100,000 |
| · | 50,000 common shares were issued to investor for proceeds of $10,000 |
| · | 213,675 common shares were issued to investor for proceeds of $ $50,000 |
| · | 50,000 common shares were issued to investor for proceeds of $ $20,000 |
| · | 90,000 common shares were issued to employee for compensation of salary |
| · | 221,533 common shares were issued to third-party lender as conversion of convertible note into common shares |
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not Applicable.
Item 5. Other Information
Insider Trading Arrangements
During the quarter ended September 30, 2025, none of our directors or officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities to satisfy the affirmative defense conditions of “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement”.
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Item 6. Exhibits
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||
Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ||
Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ||
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101.INS |
| Inline XBRL Instance Document |
101.SCH |
| Inline XBRL Taxonomy Extension Schema Document |
101.CAL |
| Inline XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF |
| Inline XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB |
| Inline XBRL Taxonomy Extension Label Linkbase Document |
101.PRE |
| Inline XBRL Taxonomy Extension Presentation Linkbase Document |
104 |
| Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). |
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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. |
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| (Registrant) |
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Dated: November 13, 2025 | By: | /s/ Jeffrey Wong Kah Mun |
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| Jeffrey Wong Kah Mun, CEO and CFO |
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