Winvest Group Ltd 10-Q for FY2025 Q3

Winvest Group Ltd (WNLV)

10-Q 2025-11-13 For: 2025-09-30

Added on April 06, 2026

About this 10-Q

Winvest Group Ltd filed this 10-Q on November 13, 2025, covering the quarter ended September 30, 2025 (FY2025 Q3).

Headline figures

Quarter ended September 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $5250; compared with $0 a year earlier
Net loss: $305.45K; compared with a net loss of $358.08K a year earlier
Diluted EPS: $0.00; compared with $0.00 a year earlier

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PART I – FINANCIAL INFORMATION

Item 1. –	Unaudited Condensed Consolidated Financial Statements	3

	Condensed Consolidated Balance Sheets as of September 30, 2025 (unaudited) and December 31, 2024	3

	Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2025 and 2024 (unaudited)	4

	Condensed Consolidated Statements of Stockholders’ Deficit for the three and nine months ended September 30, 2025 and 2024 (unaudited)	5

	Condensed Consolidated Statements of Cash Flows for the three and nine months ended September 30, 2025 and 2024 (unaudited)	6

	Notes to Condensed Consolidated Financial Statements for the three and nine months ended September 30, 2025 and 2024 (unaudited)	7

Item 2. –	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20

Item 3. –	Quantitative and Qualitative Disclosures about Market Risk	23

Item 4. –	Controls and Procedures	23

PART II – OTHER INFORMATION

Item 1A. –	Risk Factors	25

Item 3. –	Defaults Upon Senior Securities	25

Item 6. –	Exhibits	26

SIGNATURES		27

	As of September 30,			As of December 31,
	2025			2024
	(Unaudited)
ASSETS
Current assets
Cash	$	102,550		$	181,522
Accounts receivable		10,055			15,100
Accounts receivable other		-			1,950
Prepaid expenses		174,862			104,627
Total current assets		287,467			303,199
Non-current assets
Investments		13,723,749			14,419,701
Security deposit		2,366			2,366
Total non-current assets		13,726,115			14,422,067
Total assets		14,013,582			14,725,266

LIABILITIES & STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable		20,050			2,427
Accrued liabilities		164,146			181,908
Project advances		400,000			400,000
Project advances-related party		150,000			150,000
Convertible promissory notes		158,793			-
Embedded derivative liability		108,197			-
Notes payable-related parties		680,034			675,869
Total current liabilities		1,681,220			1,410,204
Non-current liabilities
Commitments and Contingencies		100,000			100,000
Total liabilities		1,781,220			1,510,204

STOCKHOLDERS’ DEFICIT
Preferred stock Series A, $0.001 par value 300,000,000, shares authorized, 226,206,479 and 226,206,479 shares issued and outstanding as of September 30, 2025, and December 31, 2024, respectively		226,207			226,207
Common stock, Par Value $0.001, 4,500,000,000 shares authorized, 110,994,283 and 109,369,075 issued and outstanding as of September 30, 2025, and December 31, 2024		110,994			109,369
Additional paid in capital		118,922,058			118,681,086
Accumulated Deficit		(107,026,897	)		(105,801,600	)
Total Stockholders’ Equity		12,232,362			13,215,062
Total Liabilities and Stockholders’ Equity		14,013,582		$	14,725,266

	Three months ended September 30,						Nine months ended September 30,
	2025				2024 (Restated)		2025				2024 (Restated)
Revenue	$	5,250		$	-		$	16,750		$	77,340
Cost of revenue		(7,312	)		-			(18,932	)		(42,760	)
Gross (loss)/profit		(2,062	)		-			(2,182	)		34,580

Operating expenses:
Administrative expenses		(298,085	)		(153,137	)		(564,925	)		(398,894	)
Total operating expenses		(298,085	)		(153,137	)		(564,925	)		(398,894	)

Loss from operations		(300,147	)		(153,137	)		(567,107	)		(364,314	)

Other (expense) income:
Interest expense		(5,302	)		(788	)		(10,742	)		(2,832	)
Other (expenses)/ income		4			(12	)		14			1,841
Loss on investment		-			(204,144	)		(647,462	)		(316,331	)
Other expenses, net		(5,298	)		(204,944	)		(658,190	)		(317,322	)
Net loss	$	(305,445	)	$	(358,081	)	$	(1,225,297	)	$	(681,636	)

Basic and diluted (loss) per common share		(0.00	)		(0.00	)		(0.00	)		(0.00	)

Weighted average number of shares outstanding		110,781,930			248,202,553			110,551,886			335,648,035

	Preferred Stock				Common Stock				Additional Paid-In		Accumulated			Total Stockholders’
	Shares		Value		Shares		Value		Capital		Deficit			(Deficit)
Balance, December 31, 2024		226,206,479	$	226,207		109,369,075	$	109,369	$	118,681,086	$	(105,801,600	)	$	13,215,062

Subscription to common stock		-		-		1,050,000		1,050		108,950		-			110,000

Net loss		-		-		-		-		-		(147,946	)		(147,946	)

Balance, March 31, 2025		226,206,479	$	226,207		110,419,075	$	110,419	$	118,790,036	$	(105,949,546	)	$	13,177,116

Subscription to common stock		-		-		263,675		264		69,736		-			70,000

Net loss		-		-		-		-		-		(771,906	)		(771,906	)

Balance, June 30, 2025		226,206,479		226,207		110,682,750		110,683		118,859,772		(106,721,452	)		12,475,210

Shares issued to employee		-		-		90,000		90		22,410		-			22,500

Conversation of convertible note		-		-		221,533		221		39,876		-			40,097

Net loss		-		-		-		-		-		(305,445	)		(305,445	)

Balance, September 30, 2025		226,206,479		226,207		110,994,283		110,994		118,922,058		(107,026,897	)		12,232,362

	Nine months ended September 30, 2025			Nine months ended September 30, 2024 (Restated)
Cash flows from operating activities
Net loss	$	(1,225,297	)	$	(681,636	)
Expense on issuance of promissory notes		106,025			-
Interest expense on promissory notes loan liability		8,478			-
Derivative fair value change		(2,043	)		-
Loss from sale of investment		647,462			316,331
Debt extinguishment expenses		29,627			-
Write-off of other receivable		50,440			-
Bad debt written off		5,100			-
Share-based compensation to employee		10,500			-
Changes in operating assets and liabilities:
Accounts receivable		(55	)		(15,100	)
Accounts receivable-other		-			10,760
Prepaid expenses		(70,233	)		(94,375	)
Security deposit		-			(1,272	)
Accounts payable		17,621			(74,074	)
Accrued liabilities and project advances		(5,762	)		309,833
Net cash (used in) operating activities		(428,137	)		(229,533	)

Cash flows provided by investing activity
Proceeds from sale of investment		-			263,968
Net cash provided by investing activity		-			263,968

Cash flows provided used by financing activities
Issuance of share capital		180,000			199,500
Convertible promissory notes		165,000			-
Loan repayments		-			(18,670	)
Repayments of related party loans		(13,140	)		(9,000	)
Proceeds from related party loans		17,305			37,703
Net cash provided by financing activities		349,165			209,533

Net (decrease)/ increase in cash		(78,972	)		243,968
Cash, beginning of period		181,522			45,070
Cash, end of period	$	102,550		$	289,038

Supplemental Cash Flows Information
Issuance of shares to employee	$	12,000		$	-
Conversion of convertible note	$	10,000		$	-

	·	$565,818 due to Winvest Group Limited (Cayman),
	·	$56,910 due to Ms. Khiow Hui Lim, CEO and founder of the Company’s IQI subsidiary and Director of the Company,
	·	$57,306 due to Mr. Jeffrey Wong Kah Mun, Chief Executive Officer and Director of the Company.

	·	$565,818 due to Winvest Group Limited (Cayman),
	·	$65,250 due to Ms. Khiow Hui Lim, CEO and founder of the Company’s IQI subsidiary and Director of the Company,
	·	$44,801 due to Mr. Jeffrey Wong Kah Mun, Chief Executive Officer and Director of the Company.

	As of September 30, 2025			As of December 31, 2024
Balance at the beginning of the period / year	$	675,869		$	631,157
Additions (new advances received)		-			44,712
Repayment to Khiow Hui Lim		(8,340	)		-
Repayment to Jeffrey Wong Kah Mun		(4,800	)		-
Amount paid on behalf of the Company by Jeffrey Wong Kah Mun		17,305			-
Balance at the end of the period	$	680,034		$	675,869

	·	Principal amount of note: $75,000
	·	Legal fees associated with issuance: $6,500
	·	Total cash received: $68,500
	·	Present value of the debt portion: $72,882
	·	Fair value of embedded derivative liability: $49,297

	·	Interest expense of $7,104, which includes the amortized interest costs from date of issuance of the convertible note till the reporting date.
	·	Gain on derivative fair value change of $3,574, reflecting the remeasurement of the embedded derivative liability as of the reporting date.

	·	Principal amount of note: $90,000
	·	Legal fees associated with issuance: $7,800
	·	Total cash received: $82,200
	·	Present value of the debt portion: $87,903
	·	Fair value of embedded derivative liability: $60,943

	·	Interest expense of $1,374, which includes the amortized interest costs from date of issuance of the convertible note till the reporting date.
	·	Loss on derivative fair value change of $1,531, reflecting the remeasurement of the embedded derivative liability as of the reporting date.

	For the nine months ended September 30, 2025			For the nine months ended September 30, 2024
Current income tax (benefit)
U.S.	$	-		$	-

Deferred income tax
Deferred tax assets for NOL carry-forwards		257,312			143,143
Valuation allowance		(257,312	)		(143,143	)
Net changes in deferred income tax (benefit)		-			-
Total income tax provision	$	-		$	-

	For the nine months ended September 30, 2025			For the nine months ended September 30, 2024
Net loss before income tax	$	1,225,297		$	681,636
Statutory tax rate		21	%		21	%
Tax expenses (benefit) at the statutory tax rate, net		(257,312	)		(143,143	)
Valuation allowance		257,312			143,143
Income tax expenses, net	$	-		$	-

	Preferred Stock						Common Stock						Additional Paid-In			Accumulated			Total Stockholders’
	Shares			Value			Shares			Value			Capital			Deficit			(Deficit)
Balance, December 31, 2023 (restated)		227,838,680		$	227,839			18,326,075		$	18,326		$	104,770,997		$	(104,720,553	)	$	296,609

Conversion of preferred stock to common stock		(12,150,000	)		(12,150	)		607,500,000			607,500			(595,350	)		-			-

Subscription to common stock		-			-			133,000			133			199,367			-			199,500

Common shares issued as investment		-			-			9,200,000			9,200			13,790,800			-			13,800,000

Net loss		-			-			-			-			-			(121,578	)		(121,578	)

Balance, March 31, 2024 (Restated)		215,688,680		$	215,689			635,159,075		$	635,159		$	118,165,814		$	(104,842,131	)	$	14,174,531

Cancellation of common shares in return of preferred stock		11,000,000			11,000			(550,000,000	)		(550,000	)		539,000			-			-

Net loss		-			-			-			-			-			(201,977	)		(201,977	)

Balance, June 30, 2024 (Restated)		226,688,680			226,689			85,159,075			85,159			118,704,814			(105,044,108	)		13,972,554

Conversion of preferred stock to common stock		(4,000,000	)		(4,000	)		200,000,000			200,000			(196,000	)		-			-

Net loss		-			-			-			-			-			(358,081	)		(358,081	)

Balance, September 30, 2024 (Restated)		222,688,680			222,689			285,159,075			285,159			118,508,814			105,402,189			13,614,473

	As of September 30, 2025			As of December 31, 2024
Net operating loss carry-forwards	$	(22,475,648	)	$	(22,218,336	)
Less: Valuation allowance		22,475,648			22,218,336
Deferred tax assets, net	$	-		$	-

	·	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 Charlene Logan for compensation of salary
	·	221,533 common shares were issued to investor for conversion of convertible note

	·	607,500,000 common shares upon the conversion of 12,150,000 Series Preferred shares
	·	133,000 common shares were sold under the Form S-1 registration statement, for proceeds of $199,500
	·	9,200,000 common shares were exchanged for 9,200,000 shares of Series A Preferred Stock of IFA. These shares were valued at $13,800,000. See Note 4 – Investments
	·	550,000,000 common shares were cancelled in return of 11,000,000 Series Preferred shares
	·	200,000,000 common shares upon the conversion of 4,000,000 Series Preferred shares
	·	175,890,000 common shares were cancelled in return of 3,517,800 Series Preferred shares
	·	100,000 common shares were donated to Wichita State University Foundation

	As previously reported in September 30, 2024 10Q			Adjustment			As restated for September 30, 2024
Gain/(Loss) on investment	$	114,606		$	(318,750	)	$	(204,144	)
Other income/(expenses), net		113,806			(318,750	)		(204,944	)
Net loss		(39,331	)		(318,750	)		(358,081	)

	·	Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;

	·	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

	·	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.

	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.

	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.

31.1		Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
10.1		Share Exchange Agreement (Incorporated by reference to the Company’s Current Report on Form 8-K, Exhibit 4.1 filed with the SEC on May 16, 2022)
101.INS		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).

	Winvest Group Ltd.
	(Registrant)

Dated: November 13, 2025	By:	/s/ Jeffrey Wong Kah Mun
		Jeffrey Wong Kah Mun, CEO and CFO

1.	I have reviewed this quarter report on Form 10-Q for the quarter ended September 30, 2025, of Winvest Group Ltd.;

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

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

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

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

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

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

	(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

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

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

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

1.	such Quarterly report on Form 10-Q for the quarter ended September 30, 2025 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.	the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.