U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended: September 30, 2024

 

OR

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _________ to _________

 

Commission File Number 000-56204

 

WINVEST GROUP LTD.

(Exact name of registrant as specified in its charter)

 

Nevada

 

27-2052033

(State or other jurisdiction of

Incorporation or organization)

 

(IRS Employer

Identification No.)

 

50 West Liberty Street Suite 880

Reno, Nevada 89501

(775) 996-0288

(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

None

 

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). Yes ☒  No ☐

 

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. Yes ☒  No ☐

 

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

Non-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    No ☒

 

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 19, 2024, there were 109,369,075 common shares outstanding.

 

 

 

 

WINVEST GROUP LTD.

 

CONTENTS

 

PART I – FINANCIAL INFORMATION

 

 

 

 

 

 

 

Item 1. – Unaudited Condensed Consolidated Financial Statements

 

1

 

 

 

 

 

Condensed Consolidated Balance Sheets, September 30, 2024 (unaudited) and December 31, 2023

 

1

 

 

 

 

 

Condensed Consolidated Statements of Operations (unaudited)

 

2

 

 

 

 

 

Condensed Consolidated Statements of Stockholders’ Deficit (unaudited)

 

3

 

 

 

 

 

Condensed Consolidated Statements of Cash Flows (unaudited)

 

5

 

 

 

 

 

Notes to Condensed Consolidated Financial Statements (unaudited)

 

6

 

 

 

 

 

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

 

18 

 

 

 

 

 

Item 3. – Quantitative and Qualitative Disclosures about Market Risk

 

19

 

 

 

 

 

Item 4. – Controls and Procedures

 

20

 

 

 

 

 

PART II – OTHER INFORMATION

 

 

 

 

 

 

 

Item 1A. – Risk Factors

 

21

 

 

 

 

 

Item 3. – Defaults Upon Senior Securities

 

21

 

 

 

 

 

Item 6. – Exhibits

 

22

 

 

 

 

 

SIGNATURES

 

23

 

 

 

i

Table of Contents

  

PART 1 – FINANCIAL INFORMATION

 

Item 1. Unaudited Condensed Consolidated Financial Statements

 

WINVEST GROUP LTD.

CONDENSED CONSOLIDATED BALANCE SHEETS

 

 

 

September 30,

 

 

December 31,

 

 

 

2024

 

 

2023

 

 

 

(Unaudited)

 

 

 

 

ASSETS

 

 

 

 

 

 

Cash

 

$289,039

 

 

$45,070

 

Accounts receivable

 

 

19,200

 

 

 

4,100

 

Accounts receivable other

 

 

4,948

 

 

 

15,710

 

Prepaid expenses

 

 

155,605

 

 

 

61,230

 

Total current assets

 

 

468,792

 

 

 

126,110

 

Investments

 

 

9,611

 

 

 

800

 

Security deposit

 

 

2,366

 

 

 

1,094

 

Total Assets

 

$480,769

 

 

$128,004

 

 

 

 

 

 

 

 

 

 

LIABILITIES & STOCKHOLDERS’ DEFICIT

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

Accounts payable

 

 

2,378

 

 

 

76,451

 

Accrued liabilities

 

 

64,149

 

 

 

54,317

 

Project advances

 

 

400,000

 

 

 

100,000

 

Project advances- related party

 

 

150,000

 

 

 

150,000

 

Loan payable

 

 

-

 

 

 

18,670

 

Notes payable-related parties

 

 

659,860

 

 

 

631,157

 

Total current liabilities

 

 

1,276,387

 

 

 

1,030,595

 

Total liabilities

 

 

1,276,387

 

 

 

1,030,595

 

 

 

 

 

 

 

 

 

 

Commitments and Contingencies

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS’ DEFICIT

 

 

 

 

 

 

 

 

Preferred stock Series A, $0.001 par value 300,000,000, shares authorized, 222,688,680 and 227,838,680 shares issued and outstanding as of September 30, 2024, and December 31, 2023, respectively

 

$222,689

 

 

$227,839

 

Common stock, Par Value $0.001, 4,500,000,000 shares authorized, 285,159,075 and 18,326,075 issued and outstanding as of September 30, 2024, and December 31, 2023

 

 

285,159

 

 

 

18,326

 

Additional paid in capital

 

 

103,518,814

 

 

 

103,571,797

 

Accumulated Deficit

 

 

(104,822,280)

 

 

(104,720,553)

Total Stockholders’ Deficit

 

 

(795,618)

 

 

(902,591)

Total Liabilities and Stockholders’ Deficit

 

$480,769

 

 

$128,004

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

 
1

Table of Contents

 

 

WINVEST GROUP LTD.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

 

 

Three months ended

 

 

Nine months ended

 

 

 

September 30,

2024

 

 

September 30,

2023

 

 

September 30,

2024

 

 

September 30,

2023

 

Revenue

 

$-

 

 

$50,000

 

 

$77,340

 

 

$214,978

 

Cost of sales

 

 

 

 

 

 

(15,000)

 

 

(42,760)

 

 

(123,307)

Gross margin

 

 

 

 

 

 

35,000

 

 

 

34,580

 

 

 

91,671

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Administrative expenses

 

 

(153,137)

 

 

(94,771)

 

 

(398,894)

 

 

(930,720)

Total operating expenses

 

 

(153,137)

 

 

(94,771)

 

 

(398,894)

 

 

(930,720)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

 

(153,137)

 

 

(59,771)

 

 

(364,314)

 

 

(839,049)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other (expense) income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(788)

 

 

(3,368)

 

 

(2,832)

 

 

(9,467)

Other income

 

 

(12)

 

 

-

 

 

 

1,841

 

 

 

-

 

Gain on investment

 

 

114,606

 

 

 

-

 

 

 

263,578

 

 

 

14,313

 

Other (expense) income, net

 

 

113,806

 

 

 

(3,368)

 

 

262,587

 

 

 

4,846

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss before income tax

 

 

(39,331)

 

 

(63,139)

 

 

(101,727)

 

 

(834,203)

Income tax expense

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Net loss

 

$(39,331)

 

$(63,139)

 

$(101,727)

 

$(834,203)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted loss per common share

 

$(0.00)

 

$(0.00)

 

$(0.00)

 

$(0.05)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of shares outstanding

 

 

248,202,553

 

 

 

18,326,075

 

 

 

335,648,035

 

 

 

17,501,327

 

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

 

 
2

Table of Contents

 

 

WINVEST GROUP LTD.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

(Unaudited)

 

 

 

 

Preferred Stock

 

 

Common Stock

 

 

Additional

Paid-In

 

 

Accumulated

 

 

Total

Stockholders’

 

 

 

 

Shares

 

 

Value

 

 

Shares

 

 

Value

 

 

Capital

 

 

Deficit

 

 

Deficit

 

Balance, December 31, 2022

 

 

 

227,838,680

 

 

$227,839

 

 

 

17,411,217

 

 

$17,411

 

 

$103,113,871

 

 

$(103,845,089)

 

$(485,968)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued for services

 

 

 

-

 

 

 

-

 

 

 

114,510

 

 

 

115

 

 

 

457,925

 

 

 

-

 

 

 

458,040

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Misc. common stock adjustment

 

 

 

-

 

 

 

-

 

 

 

348

 

 

 

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(654,791)

 

 

(654,791)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, March 31, 2023

 

 

 

227,838,680

 

 

$227,839

 

 

 

17,526,075

 

 

$17,526

 

 

$103,571,796

 

 

$(104,499,880)

 

$(682,719)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(116,273)

 

 

(116,273)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, June 30, 2023

 

 

 

227,838,680

 

 

$227,839

 

 

 

17,526,423

 

 

$17,526

 

 

$103,571,797

 

 

$(104,616,153)

 

$(798,992)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common shares issued as investment

 

 

 

-

 

 

 

-

 

 

 

800,000

 

 

 

800

 

 

 

-

 

 

 

-

 

 

 

800

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(63,139)

 

 

(63,139)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, September 30, 2023

 

 

 

227,838,680

 

 

$227,839

 

 

 

18,326,423

 

 

$18,326

 

 

$103,571,797

 

 

$(104,679,292)

 

$(861,330)

 

 
3

Table of Contents

 

 

 

 

Preferred Stock

 

 

Common Stock

 

 

Additional

Paid-In

 

 

Accumulated

 

 

Total

Stockholders’

 

 

 

 

Shares

 

 

Value

 

 

Shares

 

 

Value

 

 

Capital

 

 

Deficit

 

 

Deficit

 

Balance, December 31, 2023

 

 

 

227,838,680

 

 

$227,839

 

 

 

18,326,075

 

 

$18,326

 

 

$103,571,797

 

 

$(104,720,553 )

 

$(902,591 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of shares for investment

 

 

 

-

 

 

 

-

 

 

 

9,200,000

 

 

 

9,200

 

 

 

-

 

 

 

-

 

 

 

9,200

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Conversion of preferred stock to common stock

 

 

 

(12,150,000)

 

 

(12,150)

 

 

607,500,000

 

 

 

607,500

 

 

 

(595,350)

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Private placement of common shares

 

 

 

-

 

 

 

-

 

 

 

133,000

 

 

 

133

 

 

 

199,367

 

 

 

-

 

 

 

199,500

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

-

 

 

 

-

 

 

 

(8,656 )

 

 

(8,656 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, March 31, 2024

 

 

 

215,688,680

 

 

$215,689

 

 

 

635,159,075

 

 

$635,159

 

 

$103,175,814

 

 

$(104,729,209 )

 

$(702,547 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cancellation of common shares in return of preferred stock

 

 

 

11,000,000

 

 

 

11,000

 

 

 

(550,000,000 )

 

 

(55,000 )

 

 

539,000

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(53,740 )

 

 

(53,740 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, June 30, 2024

 

 

 

226,688,680

 

 

$226,689

 

 

 

85,159,075

 

 

$85,159

 

 

$103,714,814

 

 

$(104,782,949 )

 

$(756,287 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Conversion of preferred stock to common stock

 

 

 

(4,000,000)

 

 

(4,000)

 

 

200,000,000

 

 

 

200,000

 

 

 

(196,000)

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(39,331 )

 

 

(39,331)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, September 30, 2024

 

 

 

222,688,680

 

 

$222,689

 

 

 

285,159,075

 

 

$285,159

 

 

$103,518,814

 

 

$(104,822,280 )

 

$(795,618)

 

 The accompanying notes are an integral part of these unaudited consolidated financial statements.

 

 
4

Table of Contents

 

 

WINVEST GROUP LTD.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

 

Nine months ended

 

 

 

September 30,

2024

 

 

September 30,

2023

 

Cash flows used in operating activities:

 

 

 

 

 

 

Net loss

 

$(101,727 )

 

$(834,203 )

Adjustments to reconcile net loss to net cash provided by/ (used in)operating activities:

 

 

 

 

 

 

 

 

Stock based compensation

 

 

-

 

 

 

458,040

 

 

 

 

 

 

 

 

 

 

Gain from repurchase of investment

 

 

(263,578 )

 

 

-

 

Changes in assets and liabilities

 

 

 

 

 

 

 

 

Accounts receivable

 

 

(15,100 )

 

 

24,047

 

Accounts receivable-other

 

 

10,762

 

 

 

(14,310 )

Prepaid expenses

 

 

(94,375 )

 

 

93,172

 

Security deposit

 

 

(1,272 )

 

 

-

 

Other assets

 

 

-

 

 

 

(1,094 )

Accounts payable

 

 

(74,073 )

 

 

14,284

 

Accrued liabilities and project advances

 

 

309,832

 

 

 

(5,101 )

Deferred revenue

 

 

-

 

 

 

40,071

 

Net cash used in operating activities

 

 

(229,531 )

 

 

(225,094 )

 

 

 

 

 

 

 

 

 

Cash flows provided in investing activities:

 

 

 

 

 

 

 

 

Proceeds from investment repurchase

 

 

263,967

 

 

 

-

 

Net cash provided by investing activities

 

 

263,967

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Cash flows provided by/ (used in) financing activities

 

 

 

 

 

 

 

 

Loan proceeds

 

 

-

 

 

 

41,937

 

Loan repayments

 

 

(18,670 )

 

 

-

 

Proceeds from private placements

 

 

199,500

 

 

 

-

 

Repayments of notes payable-related parties

 

 

(9,000 )

 

 

(113,736 )

Proceeds from notes payable-related parties

 

 

37,703

 

 

 

303,556

 

Net cash provided by financing activities

 

 

209,533

 

 

 

231,757

 

 

 

 

 

 

 

 

 

 

Net increase in cash

 

 

243,969

 

 

 

6,663

 

Cash, beginning of period

 

 

45,070

 

 

 

37,148

 

Cash, end of period

 

$289,039

 

 

$43,811

 

 

 

 

 

 

 

 

 

 

Supplemental disclosure of non-cash investing and financing activities

 

 

 

 

 

 

 

 

Purchase of investment with common shares

 

$9,200

 

 

$-

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

 
5

Table of Contents

 

 

WINVEST GROUP LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

 

Winvest Group Ltd, “the Company” (formerly known as Zyrox Mining International Inc. until December 2021) was incorporated in the State of Nevada on June 3, 2009. Winvest Group Ltd began formal operations on June 3, 2009, with the principal purpose of developing, marketing, and selling software products through the Internet, and to provide web based services for individuals and small business. During 2010, this business was discontinued and management focused on developing a biodegradable plastic opportunity.

 

The Company began trading as Riverdale Capital, Ltd. under the symbol “RICP” on June 3, 2009.

 

On August 17, 2010, the then Chief Executive Officer resigned and appointed Carl H. Kruse as sole Director and Chief Executive Officer. Carl H. Kruse became the majority shareholder at that time by virtue of a Stock Purchase Agreement with the majority shareholder, resulting in a change of control of the Issuer.

 

On November 8, 2010, the Company entered into an agreement to acquire 100% of the Membership Interests of WSVPA Bio Products Incorporated, a Nevada LLC in consideration for 102,238,200 shares of common stock. After completion of their due diligence, WSPVA formally closed the transaction on May 12, 2012. The Company subsequently received 500,000,000 Class “A” membership units and 1,000,000 Class “B” membership units representing 100% of the membership interest of WSPVA (dissolvingplastic.com) in return for102,238,200 common shares of the Company and WSPVA is now a wholly owned subsidiary of the Company.

 

The Company finalized the acquisition of a biodegradable plastic manufacturer, WSPVA, Bio Products International, LLC, a Nevada LLC, on March 12, 2012, for 102,238,200 common shares, of which 98,984,744 had been issued in the prior fiscal year and recorded as Issuance of Common Shares for Donated Services, because of the uncertainty of completing the transaction. The Company now owns 100% of the equity interests in this wholly-owned subsidiary. With the transaction now complete the market value of the shares on March 12, 2012, has been recorded as the purchase price for WSPVA.

 

Effective April 30, 2012, the Company changed its name to Diversified Energy & Fuel International, Inc. and changed its name to Zyrox Mining International, Inc. on August 15, 2012.

 

During the period from November 2012 through April 2020, the Company was dormant.

 

The Company’s accounting year-end is December 31.

 

David Lazar, the principal of Custodian Ventures, LLC conducted due diligence on the Company and determined that the Company would be a potential Custodianship candidate, based upon previous management appearing to have abandoned the Company approximately eleven years ago. Mr. Lazar then chose to buy shares of the Company on the open market and start a Custodianship proceeding.

 

On December 27, 2019, Custodian Ventures, LLC was appointed as the custodian of the Company by the Eighth Judicial Court of Nevada pursuant to Case No. A-19-805642-B.

 

On March 5, 2021, as a result of a private transaction, 300,000,000 shares of Series A Preferred Stock, $0.001 par value per share (the “Shares”) of the Company, were transferred from Custodian Ventures, LLC (the “Seller”) to Wan Nyuk Ming, Ng Chian Yin, and Jeffrey Wong Kah Mun, respectively, based on their ownership of Winvest Group Limited (Cayman) (collectively, the “Purchaser”). As a result, the Purchaser became approximately 90% holder of the voting rights of the issued and outstanding share capital of the Company on a fully diluted basis of the Company and became the controlling shareholders. The consideration paid for the Shares was $700,000. The source of the cash consideration for the Shares was the personal funds of the Purchaser. In connection with the transaction, David Lazar released the Company from all debts owed to him and/or the Seller.

 

 
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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 Board of Directors of Zyrox Mining International, Inc. voted to change the Company’s fiscal year end from May 31 to December 31 in order to align it with its intended acquisition target. The Board of Directors of the Company approved this change on September 14, 2021.

 

On December 17, 2021, Zyrox Mining International, Inc (the “Company”), amended its articles of incorporation change its name to Winvest Group Ltd. (the “Name Change”). The change was made in anticipation of entering into a new line of business operations.

 

Also on December 17, 2021, Zyrox Mining International, Inc. amended its articles of incorporation to reverse split its common stock at a rate of 1 for 250 (the “Reverse”).

 

On December 29, 2021, FINRA declared the Name Change and the Reverse effective. Also on December 29, 2021, the Company was informed by FINRA that the Company’s ticker symbol would be changed to WNLV in twenty business days. The Company’s stock symbol changed to WNLV on January 27, 2022.

 

On September 14, 2021, the Board of Directors of the Company approved a change to its fiscal year end from May 31 to December 31. The change in the fiscal year became effective for the Company’s 2021 fiscal year, which began June 1, 2021, and ended December 31, 2021. Accordingly, the Company is filing this transition report on Form 10-KT for the seven-month period from June 1, 2021 through December 31, 2021.

 

On December 17, 2021, Zyrox Mining International, Inc. amended its articles of incorporation to 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 1 for 250 (the “Reverse”).

 

On December 29, 2021, FINRA declared the Name Change and the Reverse effective. Also on December 29, 2021, the Company was informed by FINRA that the Company’s ticker symbol would be changed to WNLV in twenty business days. The symbol change occurred on January 27, 2022

 

On May 16, 2022, the Company entered into a share exchange agreement (the “Share Exchange Agreement”) with The Catalyst Group Entertainment, LLC (“TCG”), a California limited liability company, Joseph Lanius (“Lanius”), Nicholas Burnett (“Burnett”), and Khiow Hui Lim (“Khiow,” “Burnett” and together with Lanius, the “TCG Shareholders”), the sole officers, directors, and shareholders of TCG, IQI Media Inc. (“IQI”), a California corporation, solely 100% women-owned company, Khiow, Lanius, Charlene Logan Kelly (“Kelly”), Burnett, Connie Tsai (“Tsai”), and Amy Morton (“Morton”), as the officers, directors and shareholders of IQI (the “IQI Shareholders”). Under the Share Exchange Agreement, One Hundred Percent (100%) of the ownership interest of TCG and IQI was exchanged for 900,000 shares of common stock of the Company at the Closing issued to the TCG Shareholders and the IQI Shareholders. The transaction has been accounted for as a recapitalization of the Company, whereby WNLV is the accounting acquirer.

 

Immediately after the completion of such share exchange, the Company had a total of 17,411,217 issued and outstanding shares, with authorized share capital for common shares of 4,500,000,000.

 

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

 

The accompanying condensed financial statements have been prepared in accordance with the Financial Accounting Standards Board (“FASB”) “FASB Accounting Standard Codification™” (the “Codification”) which is the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of condensed financial statements in conformity with generally accepted accounting principles (“GAAP”) in the United States.

 

Management’s Representation of Interim Condensed Financial Statements

 

The accompanying unaudited condensed consolidated financial statements have been prepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and disclosures normally included in condensed financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These condensed financial statements include all of the adjustments, which in the opinion of management are necessary for a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results for a full year.

 

Going Concern

 

The accompanying 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 condensed consolidated financial statements. The Company has incurred operating losses since its inception. As of September 30, 2024, the Company had a negative working capital deficit of $807,595 and an accumulated deficit of $104,822,280. Because the Company does not expect that the existing operational cash flow will be sufficient to fund presently anticipated operations, this raises substantial doubt about the Company’s ability to continue as a going concern. Therefore, the Company will need to raise additional funds and is currently exploring alternative sources of financing. The Company is currently being funded by Winvest Group Limited (Cayman). which is extending interest-free demand loans to the Company. The Company will be required to continue to rely on Winvest Group Limited (Cayman) until its operations become profitable.

 

 
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Use of Estimates

 

The preparation of condensed 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 income taxes and contingencies. The Company bases its estimates on historical experience, known or expected trends, and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these 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

 

On July 1, 2018, the Company adopted Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). Results for reporting periods beginning after January 1, 2018, are presented under ASC 606. As of September 30, 2024, the condensed financial statements were not impacted due to the application of Topic 606.

 

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 fess associated with being a public company. These expense are recorded as incurred. A small portion of the office expense is allocated to the cost of revenue.

 

Business Combinations

 

Under the acquisition method of accounting, we allocate the fair value of the total consideration transferred to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values on the date of acquisition. The fair values assigned, defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between willing market participants, are based on estimates and assumptions determined by management. These valuations require us to make significant estimates and assumptions, especially with respect to intangible assets. We record the excess consideration over the aggregate fair value of tangible and intangible assets, net of liabilities assumed, as goodwill.

 

If the initial accounting for a business combination is incomplete by the end of a reporting period that falls within the measurement period, we report provisional amounts in our condensed consolidated financial statements. During the measurement period, we adjust the provisional amounts recognized at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date and we record those adjustments to our condensed consolidated financial statements.

 

 
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Goodwill and Intangible Assets

 

Goodwill represents the future economic benefit arising from other assets acquired that could not be individually identified and separately recognized. Initially the Company measures goodwill based upon the value of the consideration paid plus or minus net assets assumed. This initial measurement is subject to adjustment based on an independent third party valuation study performed within one year of the acquisition date. The goodwill arising from the Company’s acquisition is attributable to the value of the potential expanded market opportunity with new customers. Intangible assets have either an identifiable or indefinite useful life. Intangible assets with identifiable useful lives are amortized on a straight-line basis over their economic or legal life, whichever is shorter. The Company’s amortizable intangible assets consist primarily of customer relationships. The useful life of these customer relationships is estimated to be three 3 years.

 

Goodwill is not amortized but is subject to annual impairment testing unless circumstances dictate more frequent assessments. The Company performs an annual impairment assessment for goodwill during the fourth quarter of each year and more frequently whenever events or changes in circumstances indicate that the fair value of the asset may be less than the carrying amount. Goodwill impairment testing compares the fair value of the reporting unit to its carrying amount. The fair value of the reporting unit is determined by considering both the income approach and market approaches. The fair values calculated under the income approach and market approaches are weighted based on circumstances surrounding the reporting unit. Under the income approach, the Company determines fair value based on estimated future cash flows of the reporting unit, which are discounted to the present value using discount factors that consider the timing and risk of cash flows. For the discount rate, the Company relies on the capital asset pricing model approach, which includes an assessment of the risk-free interest rate, the rate of return from publicly traded stocks, the Company’s risk relative to the overall market, the Company’s size and industry and other Company specific risks. Other significant assumptions used in the income approach include the terminal value, growth rates, future capital expenditures and changes in future working capital requirements. The market approaches use key multiples from guideline businesses that are comparable and are traded on a public market. If the fair value of the reporting unit is greater than its carrying amount, there is no impairment. If the reporting unit’s carrying amount exceeds its fair value, then an impairment loss is recognized in an amount equal to the excess. As of December 31, 2022 the Company determined that goodwill and intangible assets had been fully impaired. As a result the Company recorded an impairment charge of $1,810,116 for the year ended December 31, 2022.

 

Cash and cash equivalents

 

The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. On September 30, 2024, and December 31, 2023, the Company’s cash equivalents totaled $289,039 and $45,070 respectively.

 

Prepaid expenses

 

Prepaid expenses are amounts paid to secure the use of assets or the receipt of services at a future date or continuously over one or more future periods. When the prepaid expenses are eventually consumed, they are charged to expense. Prepaid expenses are recorded at fair market value.

 

Accrued liabilities

 

Accrued liabilities include credit card liabilities, and payroll and payroll taxes.

 

 
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Income taxes

 

The Company accounts for income taxes in accordance with ASC 740, Income Taxes, which requires that the Company recognize deferred tax liabilities and assets based on the differences between the financial statement carrying amounts and the tax basis of assets and liabilities, using enacted tax rates in effect in the years the differences are expected to reverse. Deferred income tax benefit (expense) results from the change in net deferred tax assets or deferred tax liabilities. A valuation allowance is recorded when, in the opinion of management, it is more likely than not that some or all of any deferred tax assets will not be realized.

 

Project advances

 

Project advances represent unsecured, interest-free advances made by investors to help the Company fund film projects. If the film is successful the investor can recoup the money advanced as well as earning a royalty based upon the revenues generated by the film. The terms of this arrangement vary by film and by investor. The Company records royalties payable when it becomes probable that royalties will be payable. As of September 30, 2024 and December 31, 2023 the amount of project advances were $550,000 and $250,000, respectively.

 

Stock-based Compensation

 

The Company accounts for stock-based compensation using the fair value method following the guidance outlined in Section 718-10 of the FASB Accounting Standards Codification for disclosure about Stock-Based Compensation. This section requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award- the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service.

 

Net Loss per Share

 

Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, “Earnings per Share.” Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding.

 

Recent Accounting Pronouncements

 

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326) - Measurement of Credit Losses on Financial Instruments.” This pronouncement, along with subsequent ASUs issued to clarify provisions of ASU 2016-13, changes the impairment model for most financial assets and will require the use of an “expected loss” model for instruments measured at amortized cost. Under this model, entities will be required to estimate the lifetime expected credit loss on such instruments and record an allowance to offset the amortized cost basis of the financial asset, resulting in a net presentation of the amount expected to be collected on the financial asset. In developing the estimate for lifetime expected credit loss, entities must incorporate historical experience, current conditions, and reasonable and supportable forecasts. This pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019. On November 19, 2019, the FASB issued ASU No. 2019-10, Financial Instruments—Credit Losses (Topic 326), finalized various effective date delays for private companies, not-for-profit organizations, and certain smaller reporting companies applying the credit losses (CECL), the revised effective date was January 2023. The Company has adopted this accounting standard in the financial year 2023, this new accounting standard has no significant impact to the Company’s financial statements.

 

In December 2023, the FASB issued ASU No 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”). ASU 2023-09 expands disclosures in the rate reconciliation and requires disclosure of income taxes paid by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted.

 

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our condensed financial statements.

 

Leases

 

The Company adopted FASB Accounting Standards Codification, Topic 842, Leases (“ASC 842”) using the modified retrospective approach, electing the practical expedient that allows the Company not to restate its comparative periods prior to the adoption of the standard on January 1, 2019. As such, the disclosures required under ASC 842 are not presented for periods before the date of adoption. For the comparative periods prior to adoption, the Company presented the disclosures which were required under ASC 842.

 

 
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The new leasing standard requires recognition of leases on the consolidated balance sheets as right-of-use (“ROU”) assets and lease liabilities. ROU assets represent the Company’s right to use underlying assets for the lease terms and lease liabilities represent the Company’s obligation to make lease payments arising from the leases. Operating lease ROU assets and operating lease liabilities are recognized based on the present value and future minimum lease payments over the lease term at commencement date. The Company’s future minimum based payments used to determine the Company’s lease liabilities mainly include minimum based rent payments. As most of Company’s leases do not provide an implicit rate, the Company uses its estimated incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments.

 

In addition, the adoption of the standard did not have a material impact on the Company’s results of operations or cash flows. Operating lease cost is recognized as a single lease cost on a straight-line basis over the lease term and is recorded in Selling, general and administrative expenses. Variable lease payments for common area maintenance, property taxes and other operating expenses are recognized as expense in the period when the changes in facts and circumstances on which the variable lease payments are based occur. 

 

NOTE 3. BUSINESS ACQUISITION

 

On May 16, 2022, the Company entered into a share exchange agreement with The Catalyst Group Entertainment, LLC (“TCG”) and IQI Media, Inc (“IQI”) - see Note 1 to the condensed financial statements.

 

Immediately after completion of such share exchange, the Company had a total of 17,411,217 issued and outstanding shares, with authorized share capital for common shares of 4,500,000,000.

 

Consequently, the Company has ceased to fall under the definition of shell company as define in Rule 12b-2 under the Exchange Act of 1934, as amended (the “Exchange Act”) and TCG and IQI are now wholly owned subsidiaries.

 

For the acquisition of TCG and IQI, the following table summarizes the acquisition date fair value of consideration paid, identifiable assets acquired and liabilities assumed:

 

Consideration paid:

 

Common stock, 900,000 shares of the Company restricted common stock valued at $2.20 per share

 

$1,980,000

 

Net liabilities assumed

 

 

55,288

 

Fair value of total consideration paid

 

$2,035,288

 

 

Net assets acquired and liabilities assumed:

 

Cash and cash equivalents

 

$29,241

 

Other current assets

 

 

2,637

 

Total assets

 

$31,878

 

 

 

 

 

 

Accounts payable

 

$26,916

 

Due to related party

 

 

60,250

 

Total liabilities

 

$87,166

 

 

 

 

 

 

Net liabilities assumed

 

$55,288

 

 

The Company did not incur any issuance costs to issue debt or equity instruments used to effect the business combination. The Company’s acquisition related costs for legal and accounting expenses were approximately $30,000. The value of $2.20 per common share paid for consideration was derived based on the trading price of the Company’s common stock on the date of the transaction. The Company believes that represented the fair market value of common stock at the time of issuance.

 

The Company allocated the fair value of the total consideration paid of $2,035,288 as follows: $1,024,799 was allocated to goodwill and $1,010,489 was allocated to intangible assets, comprised primarily of customer relationships with a life of three years. The value of goodwill represented the Company’s ability to generate profitable operations going forward. As of September 30, 2024 and December 31, 2023, the balances of goodwill and intangibles assets were $-0- and $-0-, respectively.

 

 
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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 800,000 shares IFA Series A Preferred stock in exchange for 800,000 shares of WNLV Common stock registered under the S-1 Registration Statement declared effective on July 20, 2023.

 

In addition to the terms set forth above, the Agreement grants IFA the option to exchange up to an additional 9,200,000 shares of its Series A Preferred stock for an equivalent number of shares of the Company’s Common stock. This option may be exercised by IFA at any time, by written notice to the Company, so long as the Company’s S-1 Registration Statement remains effective and IFA’s ownership of the Company does not exceed 4.99% as a result of the share exchange. Furthermore, the Agreement grants IFA (i) the right to repurchase its Series A Preferred stock from the Company at a purchase price to be determined by IFA’s valuation at the time of repurchase; and (ii) anti-dilution protection in the event the Company issues any shares of its Common stock below $1.50 per share.

 

On February 27, 2024, the Company issued 9,200,000 shares of its common stock to exchange 9,200,000 shares of IFA’s Series A Preferred Stock.

 

The share exchange was valued at par value per share. Since the Company was unable to independently determine the fair market value of the 10,000,000 shares of IFA Series A Preferred stock, the common shares of the Company given to IFA were valued at par value.

 

During the Nine months ended September 30, 2024 IFA repurchased 389,566 shares of its Series A Preferred Stock. The Company received $263,967 in proceeds from this repurchase and recorded a “gain on investments” of $ $263,578. The "gain on investments" represents the cash proceeds, net of any variable costs (i.e., gross profits), realized directly by IFA from its business activities related to its shareholdings in the Company during the period from the admission of shares issued in the transaction to trading on the OTC Markets.

 

As of September 30, 2024 and December 31, 2023, the balance of investments was $9,611 and $800, respectively.

 

NOTE 5. LOAN PAYABLE

 

As of September 30, 2024 and December 31, 2023, the balance of notes payable was $-0- and $18,670, respectively. On February 28, 2023 the Company entered into a Paypal Business Loan at an annual interest rate of 19.19%. This facility allows for borrowings up to a maximum of $90,000. The Company initially borrowed $50,000 under this loan agreement and is required to pay $1,730.77 per week for 52 weeks until the loan is paid off.

 

NOTE 6. NOTES PAYABLE-RELATED PARTIES

 

As of September 30, 2024, and December 31, 2023, the balance of notes payable to related parties was $659,860 and $631,157, respectively. These notes have been provided on an interest-free demand basis to the Company.

 

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 from the CEO of the Company’s IQI subsidiary. 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, 2024, the balance of notes payable was comprised of $565,818 due to the Winvest Group Limited (Cayman) and $68,250 due to the CEO of IQI and $25,792 due to the CEO of the Company.

 

The following movements occurred in advances from related parties during the periods ended September 30, 2024, and December 31, 2023:

 

 

 

September 30,

2024

 

 

December 31,

2023

 

Balance at the beginning of the period

 

$633,933

 

 

$601,649

 

Additions (new advances received)

 

 

25,927

 

 

 

29,508

 

Repayments

 

 

0

 

 

 

-

 

Balance at the end of the period

 

$659,860

 

 

$631,157

 

 

NOTE 7. 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, 2024 and December 31, 2023 the amount of total project advances were $550,000 and $250,000, respectively, and no royalties had been accrued. Project advances of $150,000 in both periods were provided by a related party.

 

 
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NOTE 8. COMMITMENTS AND CONTINGENCIES

 

The Company did not have any contractual commitments of September 30, 2024, and December 31, 2023.

 

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 21%. No provisions for income taxes have been made as the Company and two subsidiaries have no taxable income for the period. As of September 30, 2024, the Company and two subsidiaries had net operating loss carryforwards aggregated $104,822,280 that may be available to reduce future years’ taxable income. Future tax benefits that may arise as a result of these losses have not been recognized in these financial statements as their realization is determined not likely to occur and, accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards. No tax benefit has been realized since a 100% valuation allowance has offset deferred tax assets resulting from the net operating losses.

 

Provision for income tax consists of the following:

 

 

 

Nine months ended

September 30,

 

 

 

2024

 

 

2023

 

Current income tax (benefit)

 

 

 

 

 

 

U.S.

 

$-

 

 

$-

 

Sub total

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Deferred income tax

 

 

 

 

 

 

 

 

Deferred tax assets for NOL carry-forwards

 

 

28,074

 

 

 

161,923

 

Valuation allowance

 

 

(28,074 )

 

 

(161,923 )

Other adjustments

 

 

-

 

 

 

-

 

Net changes in deferred income tax (benefit)

 

 

-

 

 

 

-

 

Total income tax provision

 

$-

 

 

$-

 

 

 
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The net loss before income taxes and its provision for income taxes as follows:

 

 

 

Nine months ended

September 30,

 

 

 

2024

 

 

2023

 

Net loss before income tax

 

 

(101,727 )

 

 

(771,064 )

Statutory tax rate

 

 

21%

 

 

21%

Tax expenses (benefit) at the statutory tax rate, net

 

 

(21,363 )

 

 

(161,923 )

Loss brought forward

 

 

(6,711)

 

 

-

 

Valuation allowance

 

 

28,074

 

 

 

161,923

 

Income tax expenses, net

 

 

-

 

 

 

-

 

 

Significant components of the Company’s deferred taxes assets as follows:

 

Deferred tax assets:

 

September 30,

2024

 

 

December 31,

2023

 

Net operating loss carry-forwards

 

 

28,074

 

 

 

161,923

 

Less: Valuation allowance

 

 

(28,074)

 

 

(161,923)

Deferred tax assets, net

 

 

-

 

 

 

-

 

 

NOTE 10. PREPAYMENT EXPENSE

 

The Company had a prepayment expense amounted $155,605 as of September 30, 2024, an increase of $94,375 from $61,230 as of December 31, 2023. This increase was primarily due to prepaid development fees and startup fees for film production and other retainer fees for legal services.

 

NOTE 11. ACCRUED LIABILITIES

 

As of September 30. 2024., the Company had accrued liabilities of $64,149, which is an increase of $9,832 from $54,317 as of December 31, 2023. The accrued liabilities as of September 30, 2024 consist of amounts owed for staff costs and other administrative expenses.

 

 
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NOTE 12. SUBSEQUENT EVENTS

 

Management has evaluated subsequent events through the date which the financial statements are available to be issued. All subsequent events requiring recognition as of September 30, 2024 have been incorporated into these consolidated financial statements except for the following that require disclosure in accordance with FASB ASC Topic 855, Subsequent Events:

 

As of September 30, 2024, the Company has a subsequent event. The Company has evaluated events from September 30, 2024 through the date the financial statements were issued. The events requiring disclosure for this period are as follows;

 

Cancelled of Series A Preferred Stock

 

On Oct 29, 2024, the Company rescinded and cancelled 175,890,000 shares of common stock and returned 3,517,800 shares of Series A Preferred Stock held by the directors. The transactions result in an decrease in the number of common shares outstanding to 109,269,075 shares from 285,159,075 shares, an increase in the number of our Series A Preferred Stock to 226,206,480 shares from 222,688,680 shares.

 

Sponsor 100,000 units Shares for Wichita State University Foundation

 

On November 1, 2024, the company donated 100,000 units of its common stock to the Foundation as part of its ongoing commitment to Corporate Social Responsibility (CSR).

 

NOTE 13. EQUITY

 

Common Stock

 

As of September 30, 2024, the Company had 4,500,000,000 authorized shares of Common Stock with a par value of $0.001. As of September 30, 2024, and December 31, 2023, there were 285,159,075 and 18,326,075 shares of Common Stock issued and outstanding, respectively.

 

2024 Issuances

 

During the Nine months ended September 30, 2024 the Company issued or cancelled the following common shares:

 

 

·

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 $9,200. 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

 

 
16

Table of Contents

 

2023 Issuances

 

During the Nine months ended September 30, 2023, the Company issued 114,510 restricted common shares to various individuals for services provided. These shares were valued at $4.00 each, based on the trading price of the Company’s common stock on the date the share issuance was approved by the Company’s Board of Directors. As a result, the Company recorded stock-based compensation expense of $458,040 for the nine months ended September 30, 2023.

 

During the three months ended the Company issued 800,000 shares of its common stock in exchange for 800,000 shares of Series A Preferred A Stock of Infinity Fund Australia PTY LTD (“Infinity”). Since Infinity is a privately held entity without any published financial information, the Infinity shares were valued at par value of the Company’s stock or $800, and recorded as an investment on the Company’s balance sheet.

 

Preferred Stock

 

During 2020 the Company had 855,000 shares of Preferred Series A Stock outstanding. This Class of Preferred had a 1 for 1 conversion ratio to common stock. During 2021 this class of Series A Preferred Stock was converted to 855,000 shares of common stock prior to the reverse split. On a post-split basis of 250 to 1, this amounted to 3,420 common shares. In March 2021 the Company designated a new class of Series A Preferred Stock.

 

As of September 30, 2024, the Company has authorized 300,000,000 shares of Preferred Series A Stock. As of September 30, 2024, and December 31, 2023, there were 222,688,680 and 227,838,680 Preferred Series A shares issued and outstanding, respectively. Each share of preferred stock is convertible to 50 shares of common stock.

 

NOTE 14. LEASE

 

As of September 30, 2024, the Company has operating lease agreement for its office lease with remaining lease terms of 11 months. Leases with an initial term of 12 months or less are not recorded on the balance sheet.

 

 
17

Table of Contents

 

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-K1, as filed with the Securities and Exchange Commission on April 19, 2024.

 

Overview

 

Our 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 no 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 (“IQI”) -see Note 1 to the financial statements.

 

Results of Operations for the Nine months Ended September 30, 2024 Compared to the Nine months Ended September 30, 2023

 

Revenue

 

For the Nine months ended September 30, 2024, we recorded $77,340 in revenue compared to $214,978 during the Nine months ended September 30, 2023. We are in the process of developing our strategic business plan going forward and, therefore, revenue may vary from period to period.

 

Operating expenses

 

Operating expenses for the Nine months ended September 30, 2024 was $398,894 compared to $930,720 during the Nine months ended September 30, 2023. Operating expenses for the Nine months ended September 30, 2024 was $-0- compared to $458,040 in non-cash stock-based compensation during the same period in 2023. Excluding stock-based compensation, operating expenses in the 2024 period and 2023 period were $398,894 and $472,680, respectively. Excluding stock-based compensation and amortization of intangible assets, the significant decrease in operating expenses in the Nine months ended September 30, 2024 compared to the same period in 2023 is due to the write-down of pre-production license rights of $150,000 in 2023 offset by increases in general and administrative expenses in the 2024 period.

 

Net loss

 

As a result of the foregoing, we had a loss of $101,727 or $(0.00) per share for the Nine months ended September 30, 2024, compared to a loss of $834,203 or $(0.00) per share for the Nine months ended September 30, 2023.

 

 
18

Table of Contents

 

 

Liquidity and Capital Resources

 

We had $289,039 in cash on hand as of September 30, 2024.

 

Net cash used in operating activities was $229,531for the Nine months ended September 30, 2024, compared to $225,094 for the Nine months ended September 30, 2023. The increase in cash used in operating activities during the Nine months ended September 30, 2024 was primarily due to the relocation of gain from repurchase of investment to investing activities and changes in assets and liabilities in the 2024 period compared to 2023.

 

Net cash provided by financing activities was $209,533 for the Nine months ended September 30, 2024, compared to $231,757 for the Nine months ended September 30, 2023. The decrease is primarily attributable to proceeds $199,500 and $37,703 from private placements and notes payable-related parties net of $9,000 in repayments of notes payable-related parties, and Loan repayments of $18,670 in 2024, compared to $41,937 in new loans and to $303,556 in proceeds from notes payable-related parties net of its repayment of $113,736 in 2023.

 

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. We have not identified any critical accounting policies.

 

New Accounting Pronouncements

 

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which establishes a new lease accounting model for lessees. The updated guidance requires an entity to recognize assets and liabilities arising from financing and operating leases, along with additional qualitative and quantitative disclosures. The amended guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018, with early adoption permitted. In March 2019, the FASB issued ASU 2019-01, Codification Improvements, which clarifies certain aspects of the new lease standard. The FASB issued ASU 2018-10, Codification Improvements to Topic 842, Leases in July 2018. Also in 2018, the FASB issued ASU 2018-11, Leases (Topic 842) Targeted Improvements, which provides an optional transition method whereby the new lease standard is applied at the adoption date and recognized as an adjustment to retained earnings. The amendments have the same effective date and transition requirements as the new lease standard.

 

We adopted ASC 842 on September 1, 2020. The adoption of this guidance did not have any impact on our financial statements because we have no leases.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

Market risk is the sensitivity of income or loss to changes in interest rates, foreign exchanges, commodity prices, equity prices, and other market-driven rates or prices. We are not presently engaged in any substantive commercial business. Accordingly, the risks associated with foreign exchange rates, commodity prices, and equity prices are not significant. Our debt obligations contain interest rates that are fixed and we do not enter into derivatives or other financial instruments for trading or speculative purposes.

 

 
19

Table of Contents

 

Item 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

Under the supervision and with the participation of our senior management, including our Chief Executive Officer and Chief Financial Officer, we evaluated 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 Exchange Act. 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. The Company’s former management abandoned all operations for many years, and only recently did the Company appoint new management to make filings with the SEC on behalf of the Company. As of September 30, 2024 we have concluded that our disclosure controls and procedures were not effective.

 

Management’s Annual 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 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 Company has been dormant since November 2012. As a result, our management did not evaluate the effectiveness of our internal control over financial reporting as of September 30, 2024, and September 30, 2023 based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework (2013). without such an evaluation, our management concluded that we did not maintain effective internal control over financial reporting as of September 30, 2024, based on the COSO framework criteria, as more fully described below. 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.

 

The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the PCAOB were: (1) lack of a functioning audit committee, (2) lack of a majority of outside directors on our Board of Directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (3) inadequate segregation of duties consistent with control objectives; (4) complete lack of management of the company from November 2012 until September 30, 2024; and (5) lack of disclosure controls. The aforementioned material weaknesses were identified by our Chief Executive and Financial Officer in connection with the review of our financial statements as of September 30, 2024.

 

Management believes that the material weaknesses set forth above did not have an effect on our financial results because the activity during this period was nominal. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside Directors on our Board of Directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

 

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, 2023 and September 30, 2024, that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

 

 
20

Table of Contents

 

 

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, 2024, the Company issued the following common shares:

 

 

·

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 $9,200. 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

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

Not Applicable.

 

Item 5. Other Information

 

None.

 

 
21

Table of Contents

 

 

Item 6. Exhibits

 

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).

 

 
22

Table of Contents

 

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.

 

 

(Registrant)

 

 

 

 

Date: November 19, 2024

By:

/s/ Jeffrey Wong Kah Mun

 

 

 

Jeffrey Wong Kah Mun,

 

 

 

CEO and CFO

 

 

 
23

 

nullnullnullnullv3.24.3
Cover - shares
9 Months Ended
Sep. 30, 2024
Nov. 19, 2024
Cover [Abstract]    
Entity Registrant Name WINVEST GROUP LTD.  
Entity Central Index Key 0001558740  
Document Type 10-Q  
Amendment Flag false  
Current Fiscal Year End Date --12-31  
Entity Small Business true  
Entity Shell Company false  
Entity Emerging Growth Company false  
Entity Current Reporting Status Yes  
Document Period End Date Sep. 30, 2024  
Entity Filer Category Non-accelerated Filer  
Document Fiscal Period Focus Q3  
Document Fiscal Year Focus 2024  
Entity Common Stock Shares Outstanding   109,369,075
Document Quarterly Report true  
Document Transition Report false  
Entity File Number 000-56204  
Entity Incorporation State Country Code NV  
Entity Tax Identification Number 27-2052033  
Entity Address Address Line 1 50 West Liberty Street  
Entity Address Address Line 2 Suite 880  
Entity Address City Or Town Reno  
Entity Address State Or Province NV  
Entity Address Postal Zip Code 89501  
City Area Code 775  
Local Phone Number 996-0288  
Entity Interactive Data Current Yes  
v3.24.3
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)
Sep. 30, 2024
Dec. 31, 2023
ASSETS    
Cash $ 289,039 $ 45,070
Accounts receivable 19,200 4,100
Accounts receivable other 4,948 15,710
Prepaid expenses 155,605 61,230
Total current assets 468,792 126,110
Investments 9,611 800
Security deposit 2,366 1,094
Total Assets 480,769 128,004
Current liabilities    
Accounts payable 2,378 76,451
Accrued liabilities 64,149 54,317
Project advances 400,000 100,000
Project advances- related party 150,000 150,000
Loan payable 0 18,670
Notes payable-related parties 659,860 631,157
Total current liabilities 1,276,387 1,030,595
Total liabilities 1,276,387 1,030,595
Commitments and Contingencies 0 0
STOCKHOLDERS' DEFICIT    
Preferred stock Series A, $0.001 par value 300,000,000, shares authorized, 222,688,680 and 227,838,680 shares issued and outstanding as of September 30, 2024, and December 31, 2023, respectively 222,689 227,839
Common stock, Par Value $0.001, 4,500,000,000 shares authorized, 285,159,075 and 18,326,075 issued and outstanding as of September 30, 2024, and December 31, 2023 285,159 18,326
Additional paid in capital 103,518,814 103,571,797
Accumulated Deficit (104,822,280) (104,720,553)
Total Stockholders' Deficit (795,618) (902,591)
Total Liabilities and Stockholders' Deficit $ 480,769 $ 128,004
v3.24.3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares
Sep. 30, 2024
Dec. 31, 2023
Common stock, par value $ 0.001 $ 0.001
Common stock, shares authorized 4,500,000,000 4,500,000,000
Common stock, shares issued 285,159,075 18,326,075
Common stock, shares outstanding 285,159,075 18,326,075
Series A Preferred Stock [Member]    
Preferred stock, par value $ 0.001 $ 0.001
Preferred stock, shares authorized 300,000,000 300,000,000
Preferred stock, shares issued 226,688,680 227,838,680
Preferred stock, shares outstanding 222,688,680 227,838,680
v3.24.3
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS        
Revenue $ 0 $ 50,000 $ 77,340 $ 214,978
Cost of sales   (15,000) (42,760) (123,307)
Gross margin   35,000 34,580 91,671
Operating expenses:        
Administrative expenses (153,137) (94,771) (398,894) (930,720)
Total operating expenses (153,137) (94,771) (398,894) (930,720)
Loss from operations (153,137) (59,771) (364,314) (839,049)
Interest expense (788) (3,368) (2,832) (9,467)
Other income (12) 0 1,841 0
Gain on investment 114,606 0 263,578 14,313
Other (expense) income, net 113,806 (3,368) 262,587 4,846
Net loss before income tax (39,331) (63,139) (101,727) (834,203)
Income tax expense 0 0 0 0
Net loss $ (39,331) $ (63,139) $ (101,727) $ (834,203)
Basic and diluted loss per common share $ (0.00) $ (0.00) $ (0.00) $ (0.05)
Weighted average number of shares outstanding 248,202,553 18,326,075 335,648,035 17,501,327
v3.24.3
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS DEFICIT (Unaudited) - USD ($)
Total
Preferred Stock [Member]
Common Stock [Member]
Additional Paid-In Capital
Retained Earnings (Accumulated Deficit)
Balance, shares at Dec. 31, 2022   227,838,680 17,411,217    
Balance, amount at Dec. 31, 2022 $ (485,968) $ 227,839 $ 17,411 $ 103,113,871 $ (103,845,089)
Common stock issued for services,shares     114,510    
Common stock issued for services, amount 458,040   $ 115 457,925 0
Misc. common stock adjustment, shares     348    
Net Income (Loss) (654,791)       (654,791)
Balance, shares at Mar. 31, 2023   227,838,680 17,526,075    
Balance, amount at Mar. 31, 2023 (682,719) $ 227,839 $ 17,526 103,571,796 (104,499,880)
Balance, shares at Dec. 31, 2022   227,838,680 17,411,217    
Balance, amount at Dec. 31, 2022 (485,968) $ 227,839 $ 17,411 103,113,871 (103,845,089)
Net Income (Loss) (834,203)        
Balance, shares at Sep. 30, 2023   227,838,680 18,326,423    
Balance, amount at Sep. 30, 2023 (861,330) $ 227,839 $ 18,326 103,571,797 (104,679,292)
Balance, shares at Mar. 31, 2023   227,838,680 17,526,075    
Balance, amount at Mar. 31, 2023 (682,719) $ 227,839 $ 17,526 103,571,796 (104,499,880)
Net Income (Loss) (116,273)   $ 0 0 (116,273)
Balance, shares at Jun. 30, 2023   227,838,680 17,526,423    
Balance, amount at Jun. 30, 2023 (798,992) $ 227,839 $ 17,526 103,571,797 (104,616,153)
Net Income (Loss) (63,139)       (63,139)
Common shares issued as investment, shares     800,000    
Common shares issued as investment, amount 800   $ 800 0 0
Balance, shares at Sep. 30, 2023   227,838,680 18,326,423    
Balance, amount at Sep. 30, 2023 (861,330) $ 227,839 $ 18,326 103,571,797 (104,679,292)
Balance, shares at Dec. 31, 2023   227,838,680 18,326,075    
Balance, amount at Dec. 31, 2023 (902,591) $ 227,839 $ 18,326 103,571,797 (104,720,553)
Net Income (Loss) (8,656)       (8,656)
Issuance of shares for investment, shares     9,200,000    
Common shares issued as investment, amount 9,200   $ 9,200    
Conversion of preferred stock to common stock, amount 0 $ (12,150) $ 607,500 (595,350) 0
Conversion of preferred stock to common stock, shares   (12,150,000) 607,500,000    
Private placement of common Amount 199,500   $ 133 199,367  
Private placement of common shares     133,000    
Balance, shares at Mar. 31, 2024   215,688,680 635,159,075    
Balance, amount at Mar. 31, 2024 (702,547) $ 215,689 $ 635,159 103,175,814 (104,729,209)
Balance, shares at Dec. 31, 2023   227,838,680 18,326,075    
Balance, amount at Dec. 31, 2023 (902,591) $ 227,839 $ 18,326 103,571,797 (104,720,553)
Net Income (Loss) (101,727)        
Balance, shares at Sep. 30, 2024   222,688,680 285,159,075    
Balance, amount at Sep. 30, 2024 (795,618) $ 222,689 $ 285,159 103,518,814 (104,822,280)
Balance, shares at Mar. 31, 2024   215,688,680 635,159,075    
Balance, amount at Mar. 31, 2024 (702,547) $ 215,689 $ 635,159 103,175,814 (104,729,209)
Net Income (Loss) (53,740)       (53,740)
Cancellation of common shares in return of preferred stock, amount   $ 11,000 $ (55,000) 539,000 0
Cancellation of common shares in return of preferred stock, shares   11,000,000 (550,000,000)    
Balance, shares at Jun. 30, 2024   226,688,680 85,159,075    
Balance, amount at Jun. 30, 2024 (756,287) $ 226,689 $ 85,159 103,714,814 (104,782,949)
Net Income (Loss) (39,331)       (39,331)
Conversion of preferred stock to common stock, amount 0 $ (4,000) $ 200,000 (196,000) 0
Conversion of preferred stock to common stock, shares   (4,000,000) 200,000,000    
Balance, shares at Sep. 30, 2024   222,688,680 285,159,075    
Balance, amount at Sep. 30, 2024 $ (795,618) $ 222,689 $ 285,159 $ 103,518,814 $ (104,822,280)
v3.24.3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Cash flows used in operating activities:    
Net loss $ (101,727) $ (834,203)
Adjustments to reconcile net loss to net cash provided by/ (used in)operating activities:    
Stock based compensation 0 458,040
Gain from repurchase of investment (263,578) 0
Changes in assets and liabilities    
Accounts receivable (15,100) 24,047
Accounts receivable-other 10,762 (14,310)
Prepaid expenses (94,375) 93,172
Security deposit (1,272) 0
Other assets 0 (1,094)
Accounts payable (74,073) 14,284
Accrued liabilities and project advances 309,832 (5,101)
Deferred revenue 0 40,071
Net cash used in operating activities (229,531) (225,094)
Cash flows provided in investing activities:    
Proceeds from investment repurchase 263,967 0
Net cash provided by investing activities 263,967 0
Cash flows provided by/ (used in) financing activities    
Loan proceeds 0 41,937
Loan repayments (18,670) 0
Proceeds from private placements 199,500 0
Repayments of notes payable-related parties (9,000) (113,736)
Proceeds from notes payable-related parties 37,703 303,556
Net cash provided by financing activities 209,533 231,757
Net increase in cash 243,969 6,663
Cash, beginning of period 45,070 37,148
Cash, end of period 289,039 43,811
Supplemental disclosure of non-cash investing and financing activities    
Purchase of investment with common shares $ 9,200 $ 0
v3.24.3
ORGANIZATION AND DESCRIPTION OF BUSINESS
9 Months Ended
Sep. 30, 2024
ORGANIZATION AND DESCRIPTION OF BUSINESS  
ORGANIZATION AND DESCRIPTION OF BUSINESS

NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

 

Winvest Group Ltd, “the Company” (formerly known as Zyrox Mining International Inc. until December 2021) was incorporated in the State of Nevada on June 3, 2009. Winvest Group Ltd began formal operations on June 3, 2009, with the principal purpose of developing, marketing, and selling software products through the Internet, and to provide web based services for individuals and small business. During 2010, this business was discontinued and management focused on developing a biodegradable plastic opportunity.

 

The Company began trading as Riverdale Capital, Ltd. under the symbol “RICP” on June 3, 2009.

 

On August 17, 2010, the then Chief Executive Officer resigned and appointed Carl H. Kruse as sole Director and Chief Executive Officer. Carl H. Kruse became the majority shareholder at that time by virtue of a Stock Purchase Agreement with the majority shareholder, resulting in a change of control of the Issuer.

 

On November 8, 2010, the Company entered into an agreement to acquire 100% of the Membership Interests of WSVPA Bio Products Incorporated, a Nevada LLC in consideration for 102,238,200 shares of common stock. After completion of their due diligence, WSPVA formally closed the transaction on May 12, 2012. The Company subsequently received 500,000,000 Class “A” membership units and 1,000,000 Class “B” membership units representing 100% of the membership interest of WSPVA (dissolvingplastic.com) in return for102,238,200 common shares of the Company and WSPVA is now a wholly owned subsidiary of the Company.

 

The Company finalized the acquisition of a biodegradable plastic manufacturer, WSPVA, Bio Products International, LLC, a Nevada LLC, on March 12, 2012, for 102,238,200 common shares, of which 98,984,744 had been issued in the prior fiscal year and recorded as Issuance of Common Shares for Donated Services, because of the uncertainty of completing the transaction. The Company now owns 100% of the equity interests in this wholly-owned subsidiary. With the transaction now complete the market value of the shares on March 12, 2012, has been recorded as the purchase price for WSPVA.

 

Effective April 30, 2012, the Company changed its name to Diversified Energy & Fuel International, Inc. and changed its name to Zyrox Mining International, Inc. on August 15, 2012.

 

During the period from November 2012 through April 2020, the Company was dormant.

 

The Company’s accounting year-end is December 31.

 

David Lazar, the principal of Custodian Ventures, LLC conducted due diligence on the Company and determined that the Company would be a potential Custodianship candidate, based upon previous management appearing to have abandoned the Company approximately eleven years ago. Mr. Lazar then chose to buy shares of the Company on the open market and start a Custodianship proceeding.

 

On December 27, 2019, Custodian Ventures, LLC was appointed as the custodian of the Company by the Eighth Judicial Court of Nevada pursuant to Case No. A-19-805642-B.

 

On March 5, 2021, as a result of a private transaction, 300,000,000 shares of Series A Preferred Stock, $0.001 par value per share (the “Shares”) of the Company, were transferred from Custodian Ventures, LLC (the “Seller”) to Wan Nyuk Ming, Ng Chian Yin, and Jeffrey Wong Kah Mun, respectively, based on their ownership of Winvest Group Limited (Cayman) (collectively, the “Purchaser”). As a result, the Purchaser became approximately 90% holder of the voting rights of the issued and outstanding share capital of the Company on a fully diluted basis of the Company and became the controlling shareholders. The consideration paid for the Shares was $700,000. The source of the cash consideration for the Shares was the personal funds of the Purchaser. In connection with the transaction, David Lazar released the Company from all debts owed to him and/or the Seller.

Other than as described below, there are no arrangements or understandings 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 Board of Directors of Zyrox Mining International, Inc. voted to change the Company’s fiscal year end from May 31 to December 31 in order to align it with its intended acquisition target. The Board of Directors of the Company approved this change on September 14, 2021.

 

On December 17, 2021, Zyrox Mining International, Inc (the “Company”), amended its articles of incorporation change its name to Winvest Group Ltd. (the “Name Change”). The change was made in anticipation of entering into a new line of business operations.

 

Also on December 17, 2021, Zyrox Mining International, Inc. amended its articles of incorporation to reverse split its common stock at a rate of 1 for 250 (the “Reverse”).

 

On December 29, 2021, FINRA declared the Name Change and the Reverse effective. Also on December 29, 2021, the Company was informed by FINRA that the Company’s ticker symbol would be changed to WNLV in twenty business days. The Company’s stock symbol changed to WNLV on January 27, 2022.

 

On September 14, 2021, the Board of Directors of the Company approved a change to its fiscal year end from May 31 to December 31. The change in the fiscal year became effective for the Company’s 2021 fiscal year, which began June 1, 2021, and ended December 31, 2021. Accordingly, the Company is filing this transition report on Form 10-KT for the seven-month period from June 1, 2021 through December 31, 2021.

 

On December 17, 2021, Zyrox Mining International, Inc. amended its articles of incorporation to 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 1 for 250 (the “Reverse”).

 

On December 29, 2021, FINRA declared the Name Change and the Reverse effective. Also on December 29, 2021, the Company was informed by FINRA that the Company’s ticker symbol would be changed to WNLV in twenty business days. The symbol change occurred on January 27, 2022

 

On May 16, 2022, the Company entered into a share exchange agreement (the “Share Exchange Agreement”) with The Catalyst Group Entertainment, LLC (“TCG”), a California limited liability company, Joseph Lanius (“Lanius”), Nicholas Burnett (“Burnett”), and Khiow Hui Lim (“Khiow,” “Burnett” and together with Lanius, the “TCG Shareholders”), the sole officers, directors, and shareholders of TCG, IQI Media Inc. (“IQI”), a California corporation, solely 100% women-owned company, Khiow, Lanius, Charlene Logan Kelly (“Kelly”), Burnett, Connie Tsai (“Tsai”), and Amy Morton (“Morton”), as the officers, directors and shareholders of IQI (the “IQI Shareholders”). Under the Share Exchange Agreement, One Hundred Percent (100%) of the ownership interest of TCG and IQI was exchanged for 900,000 shares of common stock of the Company at the Closing issued to the TCG Shareholders and the IQI Shareholders. The transaction has been accounted for as a recapitalization of the Company, whereby WNLV is the accounting acquirer.

 

Immediately after the completion of such share exchange, the Company had a total of 17,411,217 issued and outstanding shares, with authorized share capital for common shares of 4,500,000,000.

 

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.

v3.24.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
9 Months Ended
Sep. 30, 2024
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accompanying condensed financial statements have been prepared in accordance with the Financial Accounting Standards Board (“FASB”) “FASB Accounting Standard Codification™” (the “Codification”) which is the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of condensed financial statements in conformity with generally accepted accounting principles (“GAAP”) in the United States.

 

Management’s Representation of Interim Condensed Financial Statements

 

The accompanying unaudited condensed consolidated financial statements have been prepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and disclosures normally included in condensed financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These condensed financial statements include all of the adjustments, which in the opinion of management are necessary for a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results for a full year.

 

Going Concern

 

The accompanying 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 condensed consolidated financial statements. The Company has incurred operating losses since its inception. As of September 30, 2024, the Company had a negative working capital deficit of $807,595 and an accumulated deficit of $104,822,280. Because the Company does not expect that the existing operational cash flow will be sufficient to fund presently anticipated operations, this raises substantial doubt about the Company’s ability to continue as a going concern. Therefore, the Company will need to raise additional funds and is currently exploring alternative sources of financing. The Company is currently being funded by Winvest Group Limited (Cayman). which is extending interest-free demand loans to the Company. The Company will be required to continue to rely on Winvest Group Limited (Cayman) until its operations become profitable.

Use of Estimates

 

The preparation of condensed 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 income taxes and contingencies. The Company bases its estimates on historical experience, known or expected trends, and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these 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

 

On July 1, 2018, the Company adopted Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). Results for reporting periods beginning after January 1, 2018, are presented under ASC 606. As of September 30, 2024, the condensed financial statements were not impacted due to the application of Topic 606.

 

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 fess associated with being a public company. These expense are recorded as incurred. A small portion of the office expense is allocated to the cost of revenue.

 

Business Combinations

 

Under the acquisition method of accounting, we allocate the fair value of the total consideration transferred to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values on the date of acquisition. The fair values assigned, defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between willing market participants, are based on estimates and assumptions determined by management. These valuations require us to make significant estimates and assumptions, especially with respect to intangible assets. We record the excess consideration over the aggregate fair value of tangible and intangible assets, net of liabilities assumed, as goodwill.

 

If the initial accounting for a business combination is incomplete by the end of a reporting period that falls within the measurement period, we report provisional amounts in our condensed consolidated financial statements. During the measurement period, we adjust the provisional amounts recognized at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date and we record those adjustments to our condensed consolidated financial statements.

Goodwill and Intangible Assets

 

Goodwill represents the future economic benefit arising from other assets acquired that could not be individually identified and separately recognized. Initially the Company measures goodwill based upon the value of the consideration paid plus or minus net assets assumed. This initial measurement is subject to adjustment based on an independent third party valuation study performed within one year of the acquisition date. The goodwill arising from the Company’s acquisition is attributable to the value of the potential expanded market opportunity with new customers. Intangible assets have either an identifiable or indefinite useful life. Intangible assets with identifiable useful lives are amortized on a straight-line basis over their economic or legal life, whichever is shorter. The Company’s amortizable intangible assets consist primarily of customer relationships. The useful life of these customer relationships is estimated to be three 3 years.

 

Goodwill is not amortized but is subject to annual impairment testing unless circumstances dictate more frequent assessments. The Company performs an annual impairment assessment for goodwill during the fourth quarter of each year and more frequently whenever events or changes in circumstances indicate that the fair value of the asset may be less than the carrying amount. Goodwill impairment testing compares the fair value of the reporting unit to its carrying amount. The fair value of the reporting unit is determined by considering both the income approach and market approaches. The fair values calculated under the income approach and market approaches are weighted based on circumstances surrounding the reporting unit. Under the income approach, the Company determines fair value based on estimated future cash flows of the reporting unit, which are discounted to the present value using discount factors that consider the timing and risk of cash flows. For the discount rate, the Company relies on the capital asset pricing model approach, which includes an assessment of the risk-free interest rate, the rate of return from publicly traded stocks, the Company’s risk relative to the overall market, the Company’s size and industry and other Company specific risks. Other significant assumptions used in the income approach include the terminal value, growth rates, future capital expenditures and changes in future working capital requirements. The market approaches use key multiples from guideline businesses that are comparable and are traded on a public market. If the fair value of the reporting unit is greater than its carrying amount, there is no impairment. If the reporting unit’s carrying amount exceeds its fair value, then an impairment loss is recognized in an amount equal to the excess. As of December 31, 2022 the Company determined that goodwill and intangible assets had been fully impaired. As a result the Company recorded an impairment charge of $1,810,116 for the year ended December 31, 2022.

 

Cash and cash equivalents

 

The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. On September 30, 2024, and December 31, 2023, the Company’s cash equivalents totaled $289,039 and $45,070 respectively.

 

Prepaid expenses

 

Prepaid expenses are amounts paid to secure the use of assets or the receipt of services at a future date or continuously over one or more future periods. When the prepaid expenses are eventually consumed, they are charged to expense. Prepaid expenses are recorded at fair market value.

 

Accrued liabilities

 

Accrued liabilities include credit card liabilities, and payroll and payroll taxes.

Income taxes

 

The Company accounts for income taxes in accordance with ASC 740, Income Taxes, which requires that the Company recognize deferred tax liabilities and assets based on the differences between the financial statement carrying amounts and the tax basis of assets and liabilities, using enacted tax rates in effect in the years the differences are expected to reverse. Deferred income tax benefit (expense) results from the change in net deferred tax assets or deferred tax liabilities. A valuation allowance is recorded when, in the opinion of management, it is more likely than not that some or all of any deferred tax assets will not be realized.

 

Project advances

 

Project advances represent unsecured, interest-free advances made by investors to help the Company fund film projects. If the film is successful the investor can recoup the money advanced as well as earning a royalty based upon the revenues generated by the film. The terms of this arrangement vary by film and by investor. The Company records royalties payable when it becomes probable that royalties will be payable. As of September 30, 2024 and December 31, 2023 the amount of project advances were $550,000 and $250,000, respectively.

 

Stock-based Compensation

 

The Company accounts for stock-based compensation using the fair value method following the guidance outlined in Section 718-10 of the FASB Accounting Standards Codification for disclosure about Stock-Based Compensation. This section requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award- the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service.

 

Net Loss per Share

 

Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, “Earnings per Share.” Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding.

 

Recent Accounting Pronouncements

 

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326) - Measurement of Credit Losses on Financial Instruments.” This pronouncement, along with subsequent ASUs issued to clarify provisions of ASU 2016-13, changes the impairment model for most financial assets and will require the use of an “expected loss” model for instruments measured at amortized cost. Under this model, entities will be required to estimate the lifetime expected credit loss on such instruments and record an allowance to offset the amortized cost basis of the financial asset, resulting in a net presentation of the amount expected to be collected on the financial asset. In developing the estimate for lifetime expected credit loss, entities must incorporate historical experience, current conditions, and reasonable and supportable forecasts. This pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019. On November 19, 2019, the FASB issued ASU No. 2019-10, Financial Instruments—Credit Losses (Topic 326), finalized various effective date delays for private companies, not-for-profit organizations, and certain smaller reporting companies applying the credit losses (CECL), the revised effective date was January 2023. The Company has adopted this accounting standard in the financial year 2023, this new accounting standard has no significant impact to the Company’s financial statements.

 

In December 2023, the FASB issued ASU No 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”). ASU 2023-09 expands disclosures in the rate reconciliation and requires disclosure of income taxes paid by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted.

 

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our condensed financial statements.

 

Leases

 

The Company adopted FASB Accounting Standards Codification, Topic 842, Leases (“ASC 842”) using the modified retrospective approach, electing the practical expedient that allows the Company not to restate its comparative periods prior to the adoption of the standard on January 1, 2019. As such, the disclosures required under ASC 842 are not presented for periods before the date of adoption. For the comparative periods prior to adoption, the Company presented the disclosures which were required under ASC 842.

The new leasing standard requires recognition of leases on the consolidated balance sheets as right-of-use (“ROU”) assets and lease liabilities. ROU assets represent the Company’s right to use underlying assets for the lease terms and lease liabilities represent the Company’s obligation to make lease payments arising from the leases. Operating lease ROU assets and operating lease liabilities are recognized based on the present value and future minimum lease payments over the lease term at commencement date. The Company’s future minimum based payments used to determine the Company’s lease liabilities mainly include minimum based rent payments. As most of Company’s leases do not provide an implicit rate, the Company uses its estimated incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments.

 

In addition, the adoption of the standard did not have a material impact on the Company’s results of operations or cash flows. Operating lease cost is recognized as a single lease cost on a straight-line basis over the lease term and is recorded in Selling, general and administrative expenses. Variable lease payments for common area maintenance, property taxes and other operating expenses are recognized as expense in the period when the changes in facts and circumstances on which the variable lease payments are based occur. 

v3.24.3
BUSINESS ACQUISITION
9 Months Ended
Sep. 30, 2024
BUSINESS ACQUISITION  
BUSINESS ACQUISITION

NOTE 3. BUSINESS ACQUISITION

 

On May 16, 2022, the Company entered into a share exchange agreement with The Catalyst Group Entertainment, LLC (“TCG”) and IQI Media, Inc (“IQI”) - see Note 1 to the condensed financial statements.

 

Immediately after completion of such share exchange, the Company had a total of 17,411,217 issued and outstanding shares, with authorized share capital for common shares of 4,500,000,000.

 

Consequently, the Company has ceased to fall under the definition of shell company as define in Rule 12b-2 under the Exchange Act of 1934, as amended (the “Exchange Act”) and TCG and IQI are now wholly owned subsidiaries.

 

For the acquisition of TCG and IQI, the following table summarizes the acquisition date fair value of consideration paid, identifiable assets acquired and liabilities assumed:

 

Consideration paid:

 

Common stock, 900,000 shares of the Company restricted common stock valued at $2.20 per share

 

$1,980,000

 

Net liabilities assumed

 

 

55,288

 

Fair value of total consideration paid

 

$2,035,288

 

 

Net assets acquired and liabilities assumed:

 

Cash and cash equivalents

 

$29,241

 

Other current assets

 

 

2,637

 

Total assets

 

$31,878

 

 

 

 

 

 

Accounts payable

 

$26,916

 

Due to related party

 

 

60,250

 

Total liabilities

 

$87,166

 

 

 

 

 

 

Net liabilities assumed

 

$55,288

 

 

The Company did not incur any issuance costs to issue debt or equity instruments used to effect the business combination. The Company’s acquisition related costs for legal and accounting expenses were approximately $30,000. The value of $2.20 per common share paid for consideration was derived based on the trading price of the Company’s common stock on the date of the transaction. The Company believes that represented the fair market value of common stock at the time of issuance.

 

The Company allocated the fair value of the total consideration paid of $2,035,288 as follows: $1,024,799 was allocated to goodwill and $1,010,489 was allocated to intangible assets, comprised primarily of customer relationships with a life of three years. The value of goodwill represented the Company’s ability to generate profitable operations going forward. As of September 30, 2024 and December 31, 2023, the balances of goodwill and intangibles assets were $-0- and $-0-, respectively.

v3.24.3
INVESTMENTS
9 Months Ended
Sep. 30, 2024
INVESTMENTS  
INVESTMENTS

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 800,000 shares IFA Series A Preferred stock in exchange for 800,000 shares of WNLV Common stock registered under the S-1 Registration Statement declared effective on July 20, 2023.

 

In addition to the terms set forth above, the Agreement grants IFA the option to exchange up to an additional 9,200,000 shares of its Series A Preferred stock for an equivalent number of shares of the Company’s Common stock. This option may be exercised by IFA at any time, by written notice to the Company, so long as the Company’s S-1 Registration Statement remains effective and IFA’s ownership of the Company does not exceed 4.99% as a result of the share exchange. Furthermore, the Agreement grants IFA (i) the right to repurchase its Series A Preferred stock from the Company at a purchase price to be determined by IFA’s valuation at the time of repurchase; and (ii) anti-dilution protection in the event the Company issues any shares of its Common stock below $1.50 per share.

 

On February 27, 2024, the Company issued 9,200,000 shares of its common stock to exchange 9,200,000 shares of IFA’s Series A Preferred Stock.

 

The share exchange was valued at par value per share. Since the Company was unable to independently determine the fair market value of the 10,000,000 shares of IFA Series A Preferred stock, the common shares of the Company given to IFA were valued at par value.

 

During the Nine months ended September 30, 2024 IFA repurchased 389,566 shares of its Series A Preferred Stock. The Company received $263,967 in proceeds from this repurchase and recorded a “gain on investments” of $ $263,578. The "gain on investments" represents the cash proceeds, net of any variable costs (i.e., gross profits), realized directly by IFA from its business activities related to its shareholdings in the Company during the period from the admission of shares issued in the transaction to trading on the OTC Markets.

 

As of September 30, 2024 and December 31, 2023, the balance of investments was $9,611 and $800, respectively.

v3.24.3
LOAN PAYABLE
9 Months Ended
Sep. 30, 2024
LOAN PAYABLE  
LOAN PAYABLE

NOTE 5. LOAN PAYABLE

 

As of September 30, 2024 and December 31, 2023, the balance of notes payable was $-0- and $18,670, respectively. On February 28, 2023 the Company entered into a Paypal Business Loan at an annual interest rate of 19.19%. This facility allows for borrowings up to a maximum of $90,000. The Company initially borrowed $50,000 under this loan agreement and is required to pay $1,730.77 per week for 52 weeks until the loan is paid off.

v3.24.3
NOTES PAYABLE-RELATED PARTIES
9 Months Ended
Sep. 30, 2024
NOTES PAYABLE-RELATED PARTIES  
NOTES PAYABLE-RELATED PARTIES

NOTE 6. NOTES PAYABLE-RELATED PARTIES

 

As of September 30, 2024, and December 31, 2023, the balance of notes payable to related parties was $659,860 and $631,157, respectively. These notes have been provided on an interest-free demand basis to the Company.

 

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 from the CEO of the Company’s IQI subsidiary. 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, 2024, the balance of notes payable was comprised of $565,818 due to the Winvest Group Limited (Cayman) and $68,250 due to the CEO of IQI and $25,792 due to the CEO of the Company.

 

The following movements occurred in advances from related parties during the periods ended September 30, 2024, and December 31, 2023:

 

 

 

September 30,

2024

 

 

December 31,

2023

 

Balance at the beginning of the period

 

$633,933

 

 

$601,649

 

Additions (new advances received)

 

 

25,927

 

 

 

29,508

 

Repayments

 

 

0

 

 

 

-

 

Balance at the end of the period

 

$659,860

 

 

$631,157

 

v3.24.3
PROJECT ADVANCES, PROJECT ADVANCES RELATED PARTIES
9 Months Ended
Sep. 30, 2024
PROJECT ADVANCES, PROJECT ADVANCES RELATED PARTIES  
PROJECT ADVANCES, PROJECT ADVANCES RELATED PARTIES

NOTE 7. 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, 2024 and December 31, 2023 the amount of total project advances were $550,000 and $250,000, respectively, and no royalties had been accrued. Project advances of $150,000 in both periods were provided by a related party.

v3.24.3
COMMITMENTS AND CONTINGENCIES
9 Months Ended
Sep. 30, 2024
COMMITMENTS AND CONTINGENCIES  
COMMITMENTS AND CONTINGENCIES

NOTE 8. COMMITMENTS AND CONTINGENCIES

 

The Company did not have any contractual commitments of September 30, 2024, and December 31, 2023.

v3.24.3
INCOME TAX
9 Months Ended
Sep. 30, 2024
INCOME TAX  
INCOME TAX

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 21%. No provisions for income taxes have been made as the Company and two subsidiaries have no taxable income for the period. As of September 30, 2024, the Company and two subsidiaries had net operating loss carryforwards aggregated $104,822,280 that may be available to reduce future years’ taxable income. Future tax benefits that may arise as a result of these losses have not been recognized in these financial statements as their realization is determined not likely to occur and, accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards. No tax benefit has been realized since a 100% valuation allowance has offset deferred tax assets resulting from the net operating losses.

 

Provision for income tax consists of the following:

 

 

 

Nine months ended

September 30,

 

 

 

2024

 

 

2023

 

Current income tax (benefit)

 

 

 

 

 

 

U.S.

 

$-

 

 

$-

 

Sub total

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Deferred income tax

 

 

 

 

 

 

 

 

Deferred tax assets for NOL carry-forwards

 

 

28,074

 

 

 

161,923

 

Valuation allowance

 

 

(28,074 )

 

 

(161,923 )

Other adjustments

 

 

-

 

 

 

-

 

Net changes in deferred income tax (benefit)

 

 

-

 

 

 

-

 

Total income tax provision

 

$-

 

 

$-

 

The net loss before income taxes and its provision for income taxes as follows:

 

 

 

Nine months ended

September 30,

 

 

 

2024

 

 

2023

 

Net loss before income tax

 

 

(101,727 )

 

 

(771,064 )

Statutory tax rate

 

 

21%

 

 

21%

Tax expenses (benefit) at the statutory tax rate, net

 

 

(21,363 )

 

 

(161,923 )

Loss brought forward

 

 

(6,711)

 

 

-

 

Valuation allowance

 

 

28,074

 

 

 

161,923

 

Income tax expenses, net

 

 

-

 

 

 

-

 

 

Significant components of the Company’s deferred taxes assets as follows:

 

Deferred tax assets:

 

September 30,

2024

 

 

December 31,

2023

 

Net operating loss carry-forwards

 

 

28,074

 

 

 

161,923

 

Less: Valuation allowance

 

 

(28,074)

 

 

(161,923)

Deferred tax assets, net

 

 

-

 

 

 

-

 

v3.24.3
PREPAYMENT EXPENSE
9 Months Ended
Sep. 30, 2024
PREPAYMENT EXPENSE  
PREPAYMENT EXPENSE

NOTE 10. PREPAYMENT EXPENSE

 

The Company had a prepayment expense amounted $155,605 as of September 30, 2024, an increase of $94,375 from $61,230 as of December 31, 2023. This increase was primarily due to prepaid development fees and startup fees for film production and other retainer fees for legal services.

v3.24.3
ACCRUED LIABILITIES
9 Months Ended
Sep. 30, 2024
ACCRUED LIABILITIES  
ACCRUED LIABILITIES

NOTE 11. ACCRUED LIABILITIES

 

As of September 30. 2024., the Company had accrued liabilities of $64,149, which is an increase of $9,832 from $54,317 as of December 31, 2023. The accrued liabilities as of September 30, 2024 consist of amounts owed for staff costs and other administrative expenses.

v3.24.3
SUBSEQUENT EVENTS
9 Months Ended
Sep. 30, 2024
SUBSEQUENT EVENTS  
SUBSEQUENT EVENTS

NOTE 12. SUBSEQUENT EVENTS

 

Management has evaluated subsequent events through the date which the financial statements are available to be issued. All subsequent events requiring recognition as of September 30, 2024 have been incorporated into these consolidated financial statements except for the following that require disclosure in accordance with FASB ASC Topic 855, Subsequent Events:

 

As of September 30, 2024, the Company has a subsequent event. The Company has evaluated events from September 30, 2024 through the date the financial statements were issued. The events requiring disclosure for this period are as follows;

 

Cancelled of Series A Preferred Stock

 

On Oct 29, 2024, the Company rescinded and cancelled 175,890,000 shares of common stock and returned 3,517,800 shares of Series A Preferred Stock held by the directors. The transactions result in an decrease in the number of common shares outstanding to 109,269,075 shares from 285,159,075 shares, an increase in the number of our Series A Preferred Stock to 226,206,480 shares from 222,688,680 shares.

 

Sponsor 100,000 units Shares for Wichita State University Foundation

 

On November 1, 2024, the company donated 100,000 units of its common stock to the Foundation as part of its ongoing commitment to Corporate Social Responsibility (CSR).

v3.24.3
EQUITY
9 Months Ended
Sep. 30, 2024
EQUITY  
EQUITY

NOTE 13. EQUITY

 

Common Stock

 

As of September 30, 2024, the Company had 4,500,000,000 authorized shares of Common Stock with a par value of $0.001. As of September 30, 2024, and December 31, 2023, there were 285,159,075 and 18,326,075 shares of Common Stock issued and outstanding, respectively.

 

2024 Issuances

 

During the Nine months ended September 30, 2024 the Company issued or cancelled the following common shares:

 

 

·

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 $9,200. 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

2023 Issuances

 

During the Nine months ended September 30, 2023, the Company issued 114,510 restricted common shares to various individuals for services provided. These shares were valued at $4.00 each, based on the trading price of the Company’s common stock on the date the share issuance was approved by the Company’s Board of Directors. As a result, the Company recorded stock-based compensation expense of $458,040 for the nine months ended September 30, 2023.

 

During the three months ended the Company issued 800,000 shares of its common stock in exchange for 800,000 shares of Series A Preferred A Stock of Infinity Fund Australia PTY LTD (“Infinity”). Since Infinity is a privately held entity without any published financial information, the Infinity shares were valued at par value of the Company’s stock or $800, and recorded as an investment on the Company’s balance sheet.

 

Preferred Stock

 

During 2020 the Company had 855,000 shares of Preferred Series A Stock outstanding. This Class of Preferred had a 1 for 1 conversion ratio to common stock. During 2021 this class of Series A Preferred Stock was converted to 855,000 shares of common stock prior to the reverse split. On a post-split basis of 250 to 1, this amounted to 3,420 common shares. In March 2021 the Company designated a new class of Series A Preferred Stock.

 

As of September 30, 2024, the Company has authorized 300,000,000 shares of Preferred Series A Stock. As of September 30, 2024, and December 31, 2023, there were 222,688,680 and 227,838,680 Preferred Series A shares issued and outstanding, respectively. Each share of preferred stock is convertible to 50 shares of common stock.

v3.24.3
LEASE
9 Months Ended
Sep. 30, 2024
EQUITY  
LEASE

NOTE 14. LEASE

 

As of September 30, 2024, the Company has operating lease agreement for its office lease with remaining lease terms of 11 months. Leases with an initial term of 12 months or less are not recorded on the balance sheet.

v3.24.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
9 Months Ended
Sep. 30, 2024
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  
Basis of Presentation

The accompanying condensed financial statements have been prepared in accordance with the Financial Accounting Standards Board (“FASB”) “FASB Accounting Standard Codification™” (the “Codification”) which is the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of condensed financial statements in conformity with generally accepted accounting principles (“GAAP”) in the United States.

Management's Representation of Interim Condensed Financial Statements

The accompanying unaudited condensed consolidated financial statements have been prepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and disclosures normally included in condensed financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These condensed financial statements include all of the adjustments, which in the opinion of management are necessary for a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results for a full year.

Going Concern

The accompanying 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 condensed consolidated financial statements. The Company has incurred operating losses since its inception. As of September 30, 2024, the Company had a negative working capital deficit of $807,595 and an accumulated deficit of $104,822,280. Because the Company does not expect that the existing operational cash flow will be sufficient to fund presently anticipated operations, this raises substantial doubt about the Company’s ability to continue as a going concern. Therefore, the Company will need to raise additional funds and is currently exploring alternative sources of financing. The Company is currently being funded by Winvest Group Limited (Cayman). which is extending interest-free demand loans to the Company. The Company will be required to continue to rely on Winvest Group Limited (Cayman) until its operations become profitable.

Use of Estimates

The preparation of condensed 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 income taxes and contingencies. The Company bases its estimates on historical experience, known or expected trends, and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these 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

On July 1, 2018, the Company adopted Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). Results for reporting periods beginning after January 1, 2018, are presented under ASC 606. As of September 30, 2024, the condensed financial statements were not impacted due to the application of Topic 606.

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 fess associated with being a public company. These expense are recorded as incurred. A small portion of the office expense is allocated to the cost of revenue.

Business Combinations

Under the acquisition method of accounting, we allocate the fair value of the total consideration transferred to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values on the date of acquisition. The fair values assigned, defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between willing market participants, are based on estimates and assumptions determined by management. These valuations require us to make significant estimates and assumptions, especially with respect to intangible assets. We record the excess consideration over the aggregate fair value of tangible and intangible assets, net of liabilities assumed, as goodwill.

 

If the initial accounting for a business combination is incomplete by the end of a reporting period that falls within the measurement period, we report provisional amounts in our condensed consolidated financial statements. During the measurement period, we adjust the provisional amounts recognized at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date and we record those adjustments to our condensed consolidated financial statements.

Goodwill and Intangible Assets

Goodwill represents the future economic benefit arising from other assets acquired that could not be individually identified and separately recognized. Initially the Company measures goodwill based upon the value of the consideration paid plus or minus net assets assumed. This initial measurement is subject to adjustment based on an independent third party valuation study performed within one year of the acquisition date. The goodwill arising from the Company’s acquisition is attributable to the value of the potential expanded market opportunity with new customers. Intangible assets have either an identifiable or indefinite useful life. Intangible assets with identifiable useful lives are amortized on a straight-line basis over their economic or legal life, whichever is shorter. The Company’s amortizable intangible assets consist primarily of customer relationships. The useful life of these customer relationships is estimated to be three 3 years.

 

Goodwill is not amortized but is subject to annual impairment testing unless circumstances dictate more frequent assessments. The Company performs an annual impairment assessment for goodwill during the fourth quarter of each year and more frequently whenever events or changes in circumstances indicate that the fair value of the asset may be less than the carrying amount. Goodwill impairment testing compares the fair value of the reporting unit to its carrying amount. The fair value of the reporting unit is determined by considering both the income approach and market approaches. The fair values calculated under the income approach and market approaches are weighted based on circumstances surrounding the reporting unit. Under the income approach, the Company determines fair value based on estimated future cash flows of the reporting unit, which are discounted to the present value using discount factors that consider the timing and risk of cash flows. For the discount rate, the Company relies on the capital asset pricing model approach, which includes an assessment of the risk-free interest rate, the rate of return from publicly traded stocks, the Company’s risk relative to the overall market, the Company’s size and industry and other Company specific risks. Other significant assumptions used in the income approach include the terminal value, growth rates, future capital expenditures and changes in future working capital requirements. The market approaches use key multiples from guideline businesses that are comparable and are traded on a public market. If the fair value of the reporting unit is greater than its carrying amount, there is no impairment. If the reporting unit’s carrying amount exceeds its fair value, then an impairment loss is recognized in an amount equal to the excess. As of December 31, 2022 the Company determined that goodwill and intangible assets had been fully impaired. As a result the Company recorded an impairment charge of $1,810,116 for the year ended December 31, 2022.

Cash and cash equivalents

The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. On September 30, 2024, and December 31, 2023, the Company’s cash equivalents totaled $289,039 and $45,070 respectively.

Prepaid expenses

Prepaid expenses are amounts paid to secure the use of assets or the receipt of services at a future date or continuously over one or more future periods. When the prepaid expenses are eventually consumed, they are charged to expense. Prepaid expenses are recorded at fair market value.

Accrued liabilities

Accrued liabilities include credit card liabilities, and payroll and payroll taxes.

Income taxes

The Company accounts for income taxes in accordance with ASC 740, Income Taxes, which requires that the Company recognize deferred tax liabilities and assets based on the differences between the financial statement carrying amounts and the tax basis of assets and liabilities, using enacted tax rates in effect in the years the differences are expected to reverse. Deferred income tax benefit (expense) results from the change in net deferred tax assets or deferred tax liabilities. A valuation allowance is recorded when, in the opinion of management, it is more likely than not that some or all of any deferred tax assets will not be realized.

Project advances

Project advances represent unsecured, interest-free advances made by investors to help the Company fund film projects. If the film is successful the investor can recoup the money advanced as well as earning a royalty based upon the revenues generated by the film. The terms of this arrangement vary by film and by investor. The Company records royalties payable when it becomes probable that royalties will be payable. As of September 30, 2024 and December 31, 2023 the amount of project advances were $550,000 and $250,000, respectively.

Stock-based Compensation

The Company accounts for stock-based compensation using the fair value method following the guidance outlined in Section 718-10 of the FASB Accounting Standards Codification for disclosure about Stock-Based Compensation. This section requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award- the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service.

Net Loss per Share

Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, “Earnings per Share.” Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding.

Recent Accounting Pronouncements

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326) - Measurement of Credit Losses on Financial Instruments.” This pronouncement, along with subsequent ASUs issued to clarify provisions of ASU 2016-13, changes the impairment model for most financial assets and will require the use of an “expected loss” model for instruments measured at amortized cost. Under this model, entities will be required to estimate the lifetime expected credit loss on such instruments and record an allowance to offset the amortized cost basis of the financial asset, resulting in a net presentation of the amount expected to be collected on the financial asset. In developing the estimate for lifetime expected credit loss, entities must incorporate historical experience, current conditions, and reasonable and supportable forecasts. This pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019. On November 19, 2019, the FASB issued ASU No. 2019-10, Financial Instruments—Credit Losses (Topic 326), finalized various effective date delays for private companies, not-for-profit organizations, and certain smaller reporting companies applying the credit losses (CECL), the revised effective date was January 2023. The Company has adopted this accounting standard in the financial year 2023, this new accounting standard has no significant impact to the Company’s financial statements.

 

In December 2023, the FASB issued ASU No 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”). ASU 2023-09 expands disclosures in the rate reconciliation and requires disclosure of income taxes paid by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted.

 

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our condensed financial statements.

Leases

The Company adopted FASB Accounting Standards Codification, Topic 842, Leases (“ASC 842”) using the modified retrospective approach, electing the practical expedient that allows the Company not to restate its comparative periods prior to the adoption of the standard on January 1, 2019. As such, the disclosures required under ASC 842 are not presented for periods before the date of adoption. For the comparative periods prior to adoption, the Company presented the disclosures which were required under ASC 842.

The new leasing standard requires recognition of leases on the consolidated balance sheets as right-of-use (“ROU”) assets and lease liabilities. ROU assets represent the Company’s right to use underlying assets for the lease terms and lease liabilities represent the Company’s obligation to make lease payments arising from the leases. Operating lease ROU assets and operating lease liabilities are recognized based on the present value and future minimum lease payments over the lease term at commencement date. The Company’s future minimum based payments used to determine the Company’s lease liabilities mainly include minimum based rent payments. As most of Company’s leases do not provide an implicit rate, the Company uses its estimated incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments.

 

In addition, the adoption of the standard did not have a material impact on the Company’s results of operations or cash flows. Operating lease cost is recognized as a single lease cost on a straight-line basis over the lease term and is recorded in Selling, general and administrative expenses. Variable lease payments for common area maintenance, property taxes and other operating expenses are recognized as expense in the period when the changes in facts and circumstances on which the variable lease payments are based occur. 

v3.24.3
BUSINESS ACQUISITION (Tables)
9 Months Ended
Sep. 30, 2024
BUSINESS ACQUISITION  
Schedule of consideration paid

Common stock, 900,000 shares of the Company restricted common stock valued at $2.20 per share

 

$1,980,000

 

Net liabilities assumed

 

 

55,288

 

Fair value of total consideration paid

 

$2,035,288

 

Schedule of net assets acquired and liabilities assumed

Cash and cash equivalents

 

$29,241

 

Other current assets

 

 

2,637

 

Total assets

 

$31,878

 

 

 

 

 

 

Accounts payable

 

$26,916

 

Due to related party

 

 

60,250

 

Total liabilities

 

$87,166

 

 

 

 

 

 

Net liabilities assumed

 

$55,288

 

v3.24.3
NOTES PAYABLE-RELATED PARTIES (Tables)
9 Months Ended
Sep. 30, 2024
NOTES PAYABLE-RELATED PARTIES  
Schedule of Occurred in Advances from Related Parties

 

 

September 30,

2024

 

 

December 31,

2023

 

Balance at the beginning of the period

 

$633,933

 

 

$601,649

 

Additions (new advances received)

 

 

25,927

 

 

 

29,508

 

Repayments

 

 

0

 

 

 

-

 

Balance at the end of the period

 

$659,860

 

 

$631,157

 

v3.24.3
INCOME TAX (Tables)
9 Months Ended
Sep. 30, 2024
INCOME TAX  
Schedule of provision for income tax

 

 

Nine months ended

September 30,

 

 

 

2024

 

 

2023

 

Current income tax (benefit)

 

 

 

 

 

 

U.S.

 

$-

 

 

$-

 

Sub total

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Deferred income tax

 

 

 

 

 

 

 

 

Deferred tax assets for NOL carry-forwards

 

 

28,074

 

 

 

161,923

 

Valuation allowance

 

 

(28,074 )

 

 

(161,923 )

Other adjustments

 

 

-

 

 

 

-

 

Net changes in deferred income tax (benefit)

 

 

-

 

 

 

-

 

Total income tax provision

 

$-

 

 

$-

 

Schedule of net loss before income taxes and its provision for income taxes

 

 

Nine months ended

September 30,

 

 

 

2024

 

 

2023

 

Net loss before income tax

 

 

(101,727 )

 

 

(771,064 )

Statutory tax rate

 

 

21%

 

 

21%

Tax expenses (benefit) at the statutory tax rate, net

 

 

(21,363 )

 

 

(161,923 )

Loss brought forward

 

 

(6,711)

 

 

-

 

Valuation allowance

 

 

28,074

 

 

 

161,923

 

Income tax expenses, net

 

 

-

 

 

 

-

 

Schedule of deferred taxes assets

Deferred tax assets:

 

September 30,

2024

 

 

December 31,

2023

 

Net operating loss carry-forwards

 

 

28,074

 

 

 

161,923

 

Less: Valuation allowance

 

 

(28,074)

 

 

(161,923)

Deferred tax assets, net

 

 

-

 

 

 

-

 

v3.24.3
ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Narrative) - USD ($)
1 Months Ended 9 Months Ended
Mar. 05, 2021
Mar. 12, 2012
May 16, 2022
Dec. 17, 2021
Nov. 08, 2010
Sep. 30, 2024
Dec. 31, 2023
Issuance of common stock for donated service   98,984,744          
Reverse split       1 for 250      
Common stock, shares issued           285,159,075 18,326,075
Common stock, shares outstanding           285,159,075 18,326,075
Common stock, shares authorized           4,500,000,000 4,500,000,000
The Catalyst Group Entertainment [Member] | Share Exchange Agreement [Member]              
Membership interest     100.00%        
Issuance of common stock     900,000        
Common stock, shares issued     17,411,217        
Common stock, shares outstanding     17,411,217        
Common stock, shares authorized     4,500,000,000        
Nevada LLC [Member]              
Issuance of common stock         102,238,200    
WSPVA [Member]              
Issuance of common stock   102,238,200          
Series A Preferred Stock [Member]              
Issuance of common stock 300,000,000            
Preferred stock Series A, par value $ 0.001            
Consideration paid (in Dollars) $ 700,000            
Common Class A [Member]              
Issuance of common stock           500,000,000  
Common Class B [Member]              
Issuance of common stock           1,000,000  
Series of Individually Immaterial Business Acquisitions [Member]              
Membership interest   100.00%     100.00%    
Series of Individually Immaterial Business Acquisitions [Member] | Series A Preferred Stock [Member]              
Membership interest 90.00%            
v3.24.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)
12 Months Ended
Dec. 31, 2022
Sep. 30, 2024
Dec. 31, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES      
Working capital deficit   $ (807,595)  
Accumulated deficit   (104,822,280) $ (104,720,553)
Asset Impairment Charges $ 1,810,116    
Cash and cash equivalent   289,039 45,070
Project advances   $ 550,000 $ 250,000
v3.24.3
BUSINESS ACQUISITION (Details) - TCG and IQI [Member]
1 Months Ended
May 16, 2022
USD ($)
Common stock, 900,000 shares of the Company restricted common stock valued at $2.20 per share $ 1,980,000
Net liabilities assumed 55,288
Fair value of total consideration paid $ 2,035,288
v3.24.3
BUSINESS ACQUISITION (Details 1) - TCG and IQI [Member]
May 16, 2022
USD ($)
Cash and cash equivalents $ 29,241
Other current assets 2,637
Total assets 31,878
Accounts payable 26,916
Due to related party 60,250
Total liabilities 87,166
Net liabilities assumed $ 55,288
v3.24.3
BUSINESS ACQUISITION (Details Narrative) - USD ($)
1 Months Ended
May 16, 2022
Sep. 30, 2024
Dec. 31, 2023
Common stock, shares issued   285,159,075 18,326,075
Common stock, shares outstanding   285,159,075 18,326,075
Common stock, shares authorized   4,500,000,000 4,500,000,000
Goodwill and intangible assets   $ 0 $ 0
TCG and IQI [Member]      
Common stock, shares issued 17,411,217    
Common stock, shares outstanding 17,411,217    
Common stock, shares authorized 4,500,000,000    
Acquisition related costs $ 30,000    
Share price $ 2.20    
Total consideration paid $ 2,035,288    
Goodwill 1,024,799    
Intangible assets, gross $ 1,010,489    
v3.24.3
INVESTMENTS (Details Narrative) - USD ($)
1 Months Ended 3 Months Ended 9 Months Ended 12 Months Ended
Feb. 27, 2024
Sep. 28, 2023
Sep. 30, 2023
Sep. 30, 2024
Dec. 31, 2021
Dec. 31, 2023
Conversion Of Stock Shares additional Limit   9,200,000        
Debt Conversion Converted Instrument Shares Agreement Grants   (i) the right to repurchase its Series A Preferred stock from the Company at a purchase price to be determined by IFA’s valuation at the time of repurchase; and (ii) anti-dilution protection in the event the Company issues any shares of its Common stock below $1.50 per share        
Conversion of preferred stock to common shares shares         855,000  
Proceeds from Sale of Investment Shares       389,566    
Proceeds from Sale of Investment       $ 263,967    
Gain (Loss) on Investments       263,578    
Investments       $ 9,611   $ 800
Common Stock [Member]            
Debt Conversion, Converted Instrument, Shares Issued     800,000 800,000    
Conversion of Stock, Shares Issued 9,200,000          
IFA Series A Preferred Stock [Member] | Infinity Fund Australia Pty Ltd [Member]            
Convertible Of Stock Fair Value, Description   The share exchange was valued at par value per share. Since the Company was unable to independently determine the fair market value of the 10,000,000 shares of IFA Series A Preferred stock, the common shares of the Company given to IFA were valued at par value        
Series A Preferred Stock [Member] | Infinity Fund Australia Pty Ltd [Member]            
Conversion of preferred stock to common shares shares 9,200,000          
Series A Preferred Stock [Member] | Infinity [Member]            
Debt Conversion, Converted Instrument, Shares Issued     800,000 800,000    
v3.24.3
LOAN PAYABLE (Details Narrative) - USD ($)
1 Months Ended
Feb. 28, 2023
Sep. 30, 2024
Dec. 31, 2023
Notes Payable   $ 0 $ 18,670
Paypal Business Loan [Member]      
Interest rate 19.19%    
Maximum borrowing capacity $ 90,000    
Principal amount $ 50,000    
Periodic payment description $1,730.77 per week for 52 weeks until the loan is paid off    
v3.24.3
NOTES PAYABLERELATED PARTIES (Details) - USD ($)
9 Months Ended 12 Months Ended
Sep. 30, 2024
Dec. 31, 2023
NOTES PAYABLE-RELATED PARTIES    
Beginning of the period $ 633,933 $ 601,649
Additions (new advances received) 25,927 29,508
Repayments 0 0
Ending of the period $ 659,860 $ 631,157
v3.24.3
NOTES PAYABLERELATED PARTIES (Details Narrative) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Notes payable related parties $ 659,860 $ 631,157
Chief Executive Officer [Member]    
Due to related party 25,792  
Winvest Cayman And Group [Member]    
Due to related party 565,818  
IQI [Member] | Chief Executive Officer [Member]    
Due to related party $ 68,250  
v3.24.3
PROJECT ADVANCES PROJECT ADVANCES RELATED PARTIES (Details Narrative) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Project advances $ 550,000 $ 250,000
Related Party [Member]    
Project advances $ 150,000 $ 150,000
v3.24.3
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
COMMITMENTS AND CONTINGENCIES    
Contractual commitments $ 0 $ 0
v3.24.3
INCOME TAX (Details) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
INCOME TAX        
Current income tax (benefit)     $ 0 $ 0
Total     0 0
Deferred tax assets for NOL carry-forwards $ 28,074 $ 161,923 28,074 161,923
Valuation Allowance (28,074) (161,923) (28,074) (161,923)
Other adjustments 0 0 0 0
Net changes in deferred income tax (benefit) 0 0 0 0
Total income tax provision $ 0 $ 0 $ 0 $ 0
v3.24.3
INCOME TAX (Details 1) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Net loss before income tax     $ (101,727) $ (771,064)
Statutory rate     21.00% 21.00%
Tax expenses (benefit) at the statutory tax rate, net     $ (21,363) $ (161,923)
Loss brought forward     (6,711) 0
Valuation allowance $ 28,074 $ 161,923 28,074 161,923
Income tax expenses (benefits) $ 0 $ 0 0 0
Weighted Average [Member]        
Income tax expenses (benefits)     $ 0 $ 0
v3.24.3
INCOME TAX (Details 2) - USD ($)
Sep. 30, 2024
Sep. 30, 2023
INCOME TAX    
Net operating loss carry-forwards $ 28,074 $ 161,923
Valuation Allowance (28,074) (161,923)
Deferred tax assets, net $ 0 $ 0
v3.24.3
INCOME TAX (Details Narrative) - USD ($)
9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
INCOME TAX    
Statutory rate 21.00% 21.00%
Net operating loss carryforwards $ 104,822,280  
v3.24.3
PREPAYMENT EXPENSE (Details Narrative) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Prepaid expense $ 155,605 $ 61,230
Prepaid Expenses [Member]    
Prepaid expense 94,375 $ 61,230
Prepayment expense $ 155,605  
v3.24.3
ACCRUED LIABILITIES (Details Narrative) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Accrued liabilities $ 64,149  
Accrued liabilities [Member]    
Accrued liabilities $ 9,832 $ 54,317
v3.24.3
SUBSEQUENT EVENTS (Details Narrative) - shares
1 Months Ended
Oct. 29, 2024
Nov. 01, 2024
Sep. 30, 2024
Dec. 31, 2023
Common stock, shares outstanding     285,159,075 18,326,075
Subsequent Event [Member]        
Rescinded and cancelled Common stock 175,890,000      
Common stock, shares outstanding 285,159,075      
Decrease number of common shares outstanding 109,269,075      
Donated common stock, shares   100,000    
Series A Preferred Stock [Member]        
Increase number of shares preferred stock 226,206,480      
Series A Preferred Stock [Member] | Subsequent Event [Member]        
Increase number of shares preferred stock 222,688,680      
Series A Preferred Stock [Member] | Subsequent Event [Member] | Directors [Member]        
Returned shares of preferred stock 3,517,800      
v3.24.3
EQUITY (Details Narrative) - USD ($)
1 Months Ended 3 Months Ended 9 Months Ended 12 Months Ended
Feb. 27, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2021
Dec. 31, 2023
Dec. 31, 2020
Common stock, shares authorized     4,500,000,000     4,500,000,000  
Common stock, par value     $ 0.001     $ 0.001  
Common stock, shares issued     285,159,075     18,326,075  
Common stock, shares outstanding     285,159,075     18,326,075  
Stock based compensation expense       $ 458,040      
Conversion of preferred stock to common shares shares         855,000    
Number of shares issued     3,420        
Conversion basis     Each share of preferred stock is convertible to 50 shares of common stock.        
Proceeds from private placements     $ 199,500 $ 0      
Common Stock [Member]              
Shares issued for exchange   800,000 800,000        
Conversion of Stock, Shares Issued 9,200,000            
Conversion of preferred stock to common shares shares     607,500,000        
Preferred Stock [Member]              
Conversion of Stock, Shares Issued     200,000,000        
Conversion of preferred stock to common shares shares     4,000,000        
Number of common stock cancelled     550,000,000        
Returned shares of preferred stock     11,000,000        
2024 Issuance [Member]              
Sale of common stock shares via private placement     133,000        
Proceeds from private placements     $ 199,500        
2024 Issuance [Member] | Common Stock [Member]              
Conversion of Stock, Shares Issued     9,200,000        
Individual Counterparty [Member]              
Number of restricted common stock issued for services provided       114,510      
Share Price   $ 4.00   $ 4.00      
Series A Preferred Stock [Member]              
Preferred stock, shares outstanding     222,688,680     227,838,680 855,000
Preferred stock, shares authorized     300,000,000     300,000,000  
Preferred stock, shares issued     226,688,680     227,838,680  
Series A Preferred Stock [Member] | Infinity [Member]              
Shares issued for exchange   800,000 800,000        
Shares issued for exchange, par value   $ 800   $ 800      
Series A Preferred Stock [Member] | Infinity [Member] | 2024 Issuances [Member]              
Number of shares issued for exchange, shares     9,200,000        
Number of shares issued for exchange, value     $ 9,200        

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