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: ~~June~~September 30, 2024

☐	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 ~~August~~ 19, 2024, there were ~~285~~109,~~159~~369,075 common shares outstanding.

WINVEST GROUP LTD.

CONTENTS

PART I – FINANCIAL INFORMATION
Item 1. –	Unaudited Condensed Consolidated Financial Statements	1
Item 1. – Unaudited Condensed Consolidated Financial Statements		1
	Condensed Consolidated Balance Sheets, June 30, 2024 (unaudited) and December 31, 2023	1
Condensed Consolidated Balance Sheets, September 30, 2024 (unaudited) and December 31, 2023		1
Condensed Consolidated Statements of Operations (unaudited)	~~Condensed Consolidated Statements of Operations (unaudited)~~	2
Condensed Consolidated Statements of Stockholders’ Deficit (unaudited)	~~Condensed Consolidated Statements of Stockholders’ Deficit (unaudited)~~	3
Condensed Consolidated Statements of Cash Flows (unaudited)	~~Condensed Consolidated Statements of Cash Flows (unaudited)~~	45
Notes to Condensed Consolidated Financial Statements (unaudited)	~~Notes to Condensed Consolidated Financial Statements (unaudited)~~	56
Item 2. –	Management’s Discussion and Analysis of Financial Condition And Results of Operations	16
Item 2. – Management’s Discussion and Analysis of Financial Condition And Results of Operations		18
Item 3. –	Quantitative and Qualitative Disclosures about Market Risk	17
Item 3. – Quantitative and Qualitative Disclosures about Market Risk		19
Item 4. –	Controls and Procedures	18
Item 4. – Controls and Procedures		20
PART II – OTHER INFORMATION
Item 1A. –	Risk Factors	19
Item 1A. – Risk Factors		21
Item 3. –	Defaults Upon Senior Securities	19
Item 3. – Defaults Upon Senior Securities		21
Item 6. –	Exhibits	20
Item 6. – Exhibits		22
SIGNATURES		2123

Table of Contents

PART 1 – FINANCIAL INFORMATION

Item 1. Unaudited Condensed Consolidated Financial Statements

WINVEST GROUP LTD.

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30,			December 31,
	September 30,			December 31,
	2024			2023
	(Unaudited)
ASSETS
Cash	$	38289,~~129~~039		$	45,070
Accounts receivable		19,200			4,100
Accounts receivable other		34,~~477~~948			15,710
Prepaid expenses		~~117~~155,~~183~~605			61,230
Total current assets		~~177~~468,~~989~~792			126,110
Investments		9,~~826~~611			800
Security deposit		12,~~094~~366			1,094
Total Assets	$	~~188~~480,~~909~~769		$	128,004
LIABILITIES & STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable		2,~~328~~378			76,451
Accrued liabilities		5864,~~935~~149			54,317
Project advances		~~100~~400,000			100,000
Project advances- related party		150,000			150,000
Loan payable		-			18,670
Notes payable-related parties		~~633~~659,~~933~~860			631,157
Total current liabilities		~~945~~1,~~196~~276,387			1,030,595
Total liabilities		~~945~~1,~~196~~276,387			1,030,595
Commitments and Contingencies		-			-
STOCKHOLDERS’ DEFICIT
Preferred stock Series A, $0.001 par value 300,000,000, shares authorized, 226,688,680 and 227,838,680 shares issued and outstanding as of June 30, 2024, and December 31, 2023, respectively		226,689			227,839
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, 85,159,075 and 18,326,075 issued and outstanding as of June 30, 2024, and December 31, 2023		85,159			18,326
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,~~714~~518,814			103,571,797
Accumulated Deficit		(104,~~782~~822,~~949~~280	)		(104,720,553	)
Total Stockholders’ (Deficit)		(756,287	)		(902,591	)
Total Stockholders’ Deficit		(795,618	)		(902,591	)
Total Liabilities and Stockholders’ (Deficit)	$	188,909		$	128,004
Total Liabilities and Stockholders’ Deficit	$	480,769		$	128,004

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

Table of Contents

WINVEST GROUP LTD.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three months ended June 30,2024			Three months ended June 30,2023			Six months ended June 30,2024			Six months ended June 30,2023
	Three months ended						Nine months ended
Revenue	$	12,500		$	54,769		$	77,340		$	164,978
	September 30,2024			September 30,2023			September 30,2024			September 30,2023
Cost of sales		(5,840	)		(39,828	)		(42,760	)		(108,307	)
Revenue	$	-		$	50,000		$	77,340		$	214,978
Gross margin		6,660			14,941			34,580			56,671
Cost of sales					(15,000	)		(42,760	)		(123,307	)
Gross margin					35,000			34,580			91,671
Operating expenses:
Administrative expenses		(~~148~~153,~~014~~137	)		(~~139~~94,~~428~~771	)		(~~245~~398,~~757~~894	)		(~~835~~930,~~949~~720	)
Total operating expenses		(~~148~~153,~~014~~137	)		(~~139~~94,~~428~~771	)		(~~245~~398,~~757~~894	)		(~~835~~930,~~949~~720	)
Loss from operations		(~~141~~153,~~354~~137	)		(~~124~~59,~~487~~771	)		(~~211~~364,~~177~~314	)		(~~779~~839,~~278~~049	)
Other (expense) income:
Interest expense		(~~833~~788	)		(63,~~099~~368	)		(2,~~044~~832	)		(69,~~099~~467	)
Other income		~~1,044~~(12	)		-			1,~~853~~841			-
Gain on investment		87114,~~403~~606			~~14,313~~-			~~148~~263,~~972~~578			14,313
Other expenses, net		87,614			8,214			148,781			8,214
Other (expense) income, net		113,806			(3,368	)		262,587			4,846
Net loss before income		(53,740	)		(116,273	)		(62,396	)		(771,064	)
Net loss before income tax		(39,331	)		(63,139	)		(101,727	)		(834,203	)
Income tax expense		-			-			-			-
Net loss	$	(5339,~~740~~331	)	$	(~~116~~63,~~273~~139	)	$	(62101,~~396~~727	)	$	(~~771~~834,~~064~~203	)
Basic and diluted loss per common share	$	(0.00	)	$	(0.0100	)	$	(0.00	)	$	(0.0405	)
Weighted average number of shares outstanding		~~488~~248,~~492~~202,~~408~~553			1718,~~526~~326,075			~~381~~335,~~479~~648,~~379~~035			17,501,327

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

Table of Contents

WINVEST GROUP LTD.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

(Unaudited)

	~~Preferred Stock~~		Preferred Stock						~~Common Stock~~		Common Stock						~~Additional Paid-In~~		Additional Paid-In		~~Accumulated~~		Accumulated		~~Total Stockholders’~~		Total Stockholders’
	~~Shares~~		Shares		~~Value~~		Value		~~Shares~~		Shares		~~Value~~		Value		~~Capital~~		Capital		~~Deficit~~		Deficit		~~Deficit~~		Deficit
Balance, December 31, 2022		~~227,838,680~~		227,838,680	$	~~227,839~~	$	227,839		~~17,411,217~~		17,411,217	$	~~17,411~~	$	17,411	$	~~103,113,871~~	$	103,113,871	$	~~(103,845,089~~	)$	(103,845,089	$)	~~(485,968~~	)$	(485,968	)
Common stock issued for services		-		-		-		-		~~114,510~~		114,510		~~115~~		115		~~457,925~~		457,925		-		-		~~458,040~~		458,040
Misc. common stock adjustment		-		-		-		-		~~348~~		348		-				-		-		-		-		-		-
Net loss		-		-		-		-		-		-		-		-		-		-		~~(654,791~~	)	(654,791	)	~~(654,791~~	)	(654,791	)
Balance, March 31, 2023		~~227,838,680~~		227,838,680	$	~~227,839~~	$	227,839		~~17,526,075~~		17,526,075	$	~~17,526~~	$	17,526	$	~~103,571,797~~	$	103,571,796	$	~~(104,499,880~~	)$	(104,499,880	$)	~~(682,719~~	$	(682,719	)
Net loss		-		-		-		-		-		-		-		-		-		-		~~(116,273~~	)	(116,273	)	~~(116,273~~	)	(116,273	)
Balance, June 30, 2023		~~227,838,680~~		227,838,680	$	~~227,839~~	$	227,839		~~17,526,423~~		17,526,423	$	~~17,526~~	$	17,526	$	~~103,571,797~~	$	103,571,797	$	~~(104,616,153~~	)$	(104,616,153	$)	~~(798,991~~	)$	(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	)

	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	)		(550,000	)		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	)

Table of Contents

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

	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	)

3 The ~~Table~~accompanying notes are an integral part of ~~Contents~~these unaudited consolidated financial statements.

~~WINVEST~~4 ~~GROUP~~Table ~~LTD.~~of Contents

~~CONDENSED~~WINVEST ~~CONSOLIDATED~~GROUP ~~STATEMENTS OF CASH FLOWS~~LTD.

~~(Unaudited)~~CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	Six months ended June 30,2024			Six months ended June 30,2023
Cash flows used in operating activities:
Net loss	$	(62,396	)	$	(771,064	)
Adjustments to reconcile net loss to net cash provided by opening activities:
Stock based compensation		-			458,040
Gain from repurchase of investment		(148,972	)		-
Changes in assets and liabilities
Accounts receivable		(15,100	)		12,727
Accounts receivable-other		12,233			(14,310	)
Prepaid expenses		(55,953	)		148,054
Other assets		-			(1,094	)
Accounts payable		(74,123	)		40,649
Accrued liabilities and project advances		4,618			(5,336	)
Net cash used in operating activities		(339,693	)		(132,334	)
Cash flows provided by investing activities:
Proceeds from investment repurchase		149,146			-
Net cash provided by investing activities		149,146			-
Cash flows provided by financing activities
Loan proceeds		-			64,118
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		11,776			257,999
Net cash provided by financing activities		183,606			208,381
Net increase (decrease) in cash		(6,941	)		76,047
Cash, beginning of period		45,070			37,148
Cash, end of period	$	38,129		$	113,195
Supplemental disclosure of non-cash investing and financing activities
Purchase of investment with common shares	$	9,200		$	-

(Unaudited)

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

	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		$	-

4The ~~Table~~accompanying notes are an integral part of ~~Contents~~these condensed consolidated financial statements.

~~WINVEST~~5 ~~GROUP~~Table ~~LTD.~~of Contents

~~NOTES~~WINVEST TOGROUP ~~CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~LTD.

~~(Unaudited)~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS~~ (Unaudited)

~~Winvest~~NOTE ~~Group Ltd, “the Company” (formerly known as Zyrox Mining International Inc~~1. ~~until~~ORGANIZATION ~~December 2021)~~AND ~~was~~DESCRIPTION ~~incorporated~~OF 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.BUSINESS

~~The~~Winvest Group Ltd, “the Company” ~~began~~(formerly ~~trading~~known as ~~Riverdale~~Zyrox ~~Capital,~~Mining ~~Ltd~~International Inc. ~~under~~until December 2021) was incorporated in the ~~symbol~~State ~~“RICP”~~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.

OnThe ~~August 17,~~Company ~~2010,~~began ~~the~~trading ~~then Chief Executive Officer resigned and appointed Carl H. Kruse~~ as ~~sole~~Riverdale ~~Director~~Capital, ~~and Chief Executive Officer~~Ltd. ~~Carl~~under ~~H. Kruse became~~ the ~~majority~~symbol ~~shareholder~~“RICP” aton ~~that~~June ~~time by virtue of a Stock Purchase Agreement with the majority shareholder~~3, ~~resulting in a change of control of the Issuer~~2009.

On ~~November 8~~August 17, 2010, the ~~Company~~then ~~entered~~Chief ~~into~~Executive anOfficer ~~agreement~~resigned toand ~~acquire~~appointed ~~100%~~Carl ofH. ~~the~~Kruse ~~Membership~~as ~~Interests~~sole ofDirector ~~WSVPA~~and ~~Bio~~Chief ~~Products~~Executive ~~Incorporated,~~Officer. aCarl ~~Nevada~~H. ~~LLC~~Kruse inbecame ~~consideration~~the ~~for~~majority ~~102,238,200~~shareholder ~~shares~~at ofthat ~~common~~time ~~stock.~~by ~~After~~virtue ~~completion~~ of ~~their~~a ~~due~~Stock ~~diligence,~~Purchase ~~WSPVA~~Agreement ~~formally~~with ~~closed~~ the ~~transaction~~majority ~~on May 12~~shareholder, ~~2012.~~resulting ~~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~~a ~~for102,238,200~~change ~~common shares~~ of ~~the~~control ~~Company and WSPVA is now a wholly owned subsidiary~~ of the ~~Company~~Issuer.

~~The~~On ~~Company~~November ~~finalized~~8, 2010, the ~~acquisition~~Company entered into an agreement to acquire 100% of athe ~~biodegradable~~Membership ~~plastic~~Interests ~~manufacturer,~~of ~~WSPVA,~~WSVPA Bio Products ~~International~~Incorporated, ~~LLC,~~ a Nevada LLC, onin ~~March 12,~~consideration ~~2012,~~ for 102,238,200 ~~common~~ shares, of ~~which~~common ~~98,984,744~~stock. ~~had~~After ~~been~~completion ~~issued~~of intheir ~~the~~due ~~prior~~diligence, ~~fiscal~~WSPVA ~~year~~formally ~~and~~closed ~~recorded~~the astransaction ~~Issuance~~on ofMay ~~Common~~12, ~~Shares~~2012. ~~for~~The ~~Donated~~Company ~~Services,~~subsequently ~~because~~received of500,000,000 ~~the~~Class ~~uncertainty~~“A” ofmembership ~~completing~~units ~~the~~and ~~transaction.~~1,000,000 ~~The~~Class ~~Company~~“B” ~~now~~membership ~~owns~~units representing 100% of the ~~equity~~membership ~~interests~~interest inof ~~this~~WSPVA ~~wholly-owned subsidiary~~(dissolvingplastic.com) ~~With~~in ~~the~~return ~~transaction~~for102,238,200 ~~now~~common ~~complete~~shares ~~the market value~~ of the ~~shares~~Company onand ~~March 12,~~WSPVA ~~2012,~~is ~~has~~now ~~been~~a ~~recorded~~wholly asowned ~~the~~subsidiary ~~purchase~~of ~~price~~the ~~for WSPVA~~Company.

~~Effective~~The ~~April 30~~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 ~~Company~~prior ~~changed~~fiscal ~~its~~year ~~name~~and torecorded ~~Diversified~~as ~~Energy~~Issuance &of ~~Fuel~~Common ~~International~~Shares for Donated Services, ~~Inc~~because of the uncertainty of completing the transaction. ~~and~~The ~~changed~~Company ~~its~~now ~~name~~owns to100% ~~Zyrox~~of ~~Mining~~the ~~International,~~equity ~~Inc~~interests in this wholly-owned subsidiary. With the transaction now complete the market value of the shares on ~~August 15~~March 12, 2012, has been recorded as the purchase price for WSPVA.

~~During~~Effective April 30, 2012, the ~~period~~Company ~~from~~changed ~~November 2012~~its ~~through~~name ~~April 2020~~to Diversified Energy & Fuel International, ~~the~~Inc. ~~Company~~and ~~was~~changed ~~dormant~~its name to Zyrox Mining International, Inc. on August 15, 2012.

~~The~~During ~~Company’s~~the ~~accounting~~period ~~year-end~~from isNovember ~~December 31~~2012 through April 2020, the Company was dormant.

~~David~~The ~~Lazar, the principal of Custodian Ventures, LLC conducted due diligence on the~~ Company’s ~~and~~accounting ~~determined~~year-end ~~that~~is ~~the~~December ~~Company would be a potential Custodianship candidate, based upon previous management appearing to have abandoned the Company approximately eleven years ago~~31. ~~Mr. Lazar then chose to buy shares of the Company on the open market and start a Custodianship proceeding.~~

OnDavid ~~December 27~~Lazar, ~~2019,~~the principal of Custodian Ventures, LLC ~~was~~conducted ~~appointed~~due asdiligence on the ~~custodian~~Company ofand determined that the Company bywould ~~the~~be ~~Eighth~~a ~~Judicial~~potential ~~Court~~Custodianship ofcandidate, ~~Nevada~~based ~~pursuant~~upon previous management appearing to ~~Case~~have Noabandoned the Company approximately eleven years ago. ~~A-19-805642-B~~Mr. Lazar then chose to buy shares of the Company on the open market and start a Custodianship proceeding.

On ~~March 5,~~December ~~2021~~27, ~~as a result of a private transaction~~2019, ~~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~~was ~~“Seller”)~~appointed toas ~~Wan Nyuk Ming, Ng Chian Yin, and Jeffrey Wong Kah Mun, respectively, based on their ownership of Winvest Group Limited (Cayman) (collectively,~~ the ~~“Purchaser”).~~custodian ~~As a result, the Purchaser became approximately 90% holder~~ of the ~~voting rights of the issued and outstanding share capital of the~~ Company onby ~~a fully diluted basis of~~ the ~~Company~~Eighth ~~and~~Judicial ~~became~~Court ~~the controlling shareholders. The consideration paid for the Shares was $700,000. The source~~ of ~~the~~Nevada ~~cash~~pursuant ~~consideration~~to ~~for~~Case ~~the Shares was the personal funds of the Purchaser~~No. ~~In connection with the transaction, David Lazar released the Company from all debts owed to him and/or the Seller~~A-19-805642-B.

On March 5, ~~Table~~2021, as a result of ~~Contents~~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~~6 ~~than~~Table ~~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.~~Contents

OnOther ~~April 14,~~than ~~2021~~as described below, ~~the~~there ~~existing~~are ~~director~~no ~~and~~arrangements ~~officer~~or ~~resigned~~understandings ~~immediately.~~between ~~Accordingly,~~either ~~David~~the ~~Lazar,~~former ~~serving~~and asnew acontrol ~~director~~persons and antheir ~~officer,~~associates ~~ceased~~with respect to be the ~~Company’s~~election ~~Chief~~of ~~Executive~~directors ~~Officer,~~of ~~Chief~~the ~~Financial~~Company ~~Officer,~~or ~~President,~~other ~~Treasurer, Secretary, and a Director~~matters.

On ~~September~~ April 14, 2021, ~~The~~the ~~Board~~existing ofdirector ~~Directors~~and ofofficer ~~Zyrox~~resigned ~~Mining~~immediately. ~~International~~Accordingly, ~~Inc.~~David ~~voted~~Lazar, toserving ~~change~~as ~~the~~a ~~Company’s~~director ~~fiscal~~and ~~year~~an ~~end~~officer, ~~from~~ceased ~~May 31~~ to ~~December 31~~be inthe ~~order~~Company’s toChief ~~align~~Executive itOfficer, ~~with~~Chief ~~its~~Financial ~~intended~~Officer, ~~acquisition~~President, ~~target.~~Treasurer, ~~The~~Secretary, ~~Board~~and ofa ~~Directors of the Company approved this change on September 14, 2021~~Director.

On ~~December 17~~September 14, 2021, The Board of Directors of Zyrox Mining International, Inc. (voted to change the “Company~~”),~~’s ~~amended~~fiscal ~~its~~year ~~articles~~end offrom ~~incorporation~~May ~~change~~31 ~~its~~to ~~name~~December 31 in order to ~~Winvest~~align ~~Group~~it ~~Ltd.~~with ~~(the~~its ~~“Name~~intended ~~Change”)~~acquisition target. The ~~change~~Board ~~was~~of ~~made~~Directors ~~in anticipation~~ of ~~entering~~the ~~into~~Company aapproved ~~new~~this ~~line~~change ofon ~~business~~September ~~operations~~14, 2021.

~~Also~~On on December 17, 2021, Zyrox Mining International, Inc. (the “Company”), amended its articles of incorporation change its name to ~~reverse~~Winvest ~~split~~Group ~~its~~Ltd. ~~common~~(the ~~stock~~“Name atChange”). aThe ~~rate~~change was made in anticipation of 1entering ~~for~~into ~~250~~a ~~(the~~new ~~“Reverse”)~~line of business operations.

~~On December 29, 2021, FINRA declared the Name Change and the Reverse effective.~~ Also on December 29 17, 2021, ~~the~~Zyrox ~~Company~~Mining ~~was~~International, ~~informed~~Inc. byamended ~~FINRA~~its ~~that~~articles ~~the~~of ~~Company’s~~incorporation ~~ticker symbol would be changed~~ to ~~WNLV~~reverse insplit ~~twenty~~its ~~business~~common ~~days.~~stock ~~The~~at ~~Company’s~~a ~~stock~~rate ~~symbol~~of ~~changed~~1 tofor ~~WNLV~~250 on(the ~~January 27, 2022~~“Reverse”).

On ~~September 14~~December 29, 2021, ~~the~~FINRA ~~Board~~declared ~~of Directors of~~ the ~~Company~~Name ~~approved~~Change aand ~~change~~the toReverse ~~its~~effective. ~~fiscal~~Also ~~year~~on ~~end from May 31 to~~ December ~~31.~~ ~~The~~29, ~~change~~2021, in the ~~fiscal~~Company ~~year~~was ~~became~~informed ~~effective~~by ~~for~~FINRA that the Company’s ~~2021~~ticker ~~fiscal~~symbol ~~year,~~would ~~which~~be ~~began~~changed ~~June 1,~~to ~~2021,~~WNLV ~~and~~in ~~ended~~twenty ~~December 31,~~business ~~2021~~days. ~~Accordingly,~~The ~~the~~ Company’s isstock ~~filing~~symbol ~~this~~changed ~~transition~~to ~~report~~WNLV on ~~Form~~January ~~10-KT for the seven-month period from June 1~~27, ~~2021 through December 31, 2021~~2022.

On ~~December 17~~September 14, 2021, ~~Zyrox~~the ~~Mining~~Board ~~International,~~of ~~Inc.~~Directors ~~amended~~of the Company approved a change to its ~~articles~~fiscal ofyear ~~incorporation~~end from May 31 to December 31. The change ~~its~~in ~~name~~the tofiscal ~~Winvest~~year ~~Group~~became ~~Ltd.~~effective (for the ~~“Name~~Company’s ~~Change”)~~2021 fiscal year, which began June 1, 2021, and ended December 31, 2021. ~~The~~Accordingly, ~~change~~the ~~was~~Company ~~made~~is infiling ~~anticipation~~this oftransition ~~entering~~report ~~into~~on aForm ~~new~~10-KT ~~line~~for ofthe ~~business~~seven-month ~~operations~~period from June 1, 2021 through December 31, 2021.

~~Also~~On on December 17, 2021, Zyrox Mining International, Inc. amended its articles of incorporation to ~~reverse~~change ~~split~~ its ~~common~~name ~~stock~~to atWinvest aGroup ~~rate~~Ltd. ~~of 1 for 250~~ (the “~~Reverse~~Name Change”). The change was made in anticipation of entering into a new line of business operations.

~~On December 29, 2021, FINRA declared the Name Change and the Reverse effective.~~ Also on December 29 17, 2021, ~~the~~Zyrox ~~Company~~Mining ~~was~~International, ~~informed~~Inc. byamended ~~FINRA~~its ~~that~~articles ~~the~~of ~~Company’s~~incorporation ~~ticker~~to ~~symbol~~reverse ~~would~~split beits ~~changed~~common tostock ~~WNLV~~at ina ~~twenty~~rate ~~business~~of ~~days.~~1 ~~The~~for ~~symbol~~250 ~~change~~(the ~~occurred on January 27, 2022~~“Reverse”).

On ~~May 16~~December 29, ~~2022~~2021, ~~the~~FINRA ~~Company~~declared ~~entered into a share exchange agreement (~~the ~~“Share~~Name ~~Exchange~~Change ~~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~~Reverse ~~Shareholders”), the sole officers, directors, and shareholders of TCG, IQI Media Inc~~effective. ~~(“IQI”),~~Also aon ~~California~~December ~~corporation~~29, ~~solely 100% women-owned company~~2021, ~~Khiow, Lanius, Charlene Logan Kelly (“Kelly”), Burnett, Connie Tsai (“Tsai”), and Amy Morton (“Morton”), as~~ the ~~officers,~~Company ~~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~~informed ~~for~~by ~~900,000~~FINRA ~~shares~~that ~~of common stock of~~ the Company’s atticker ~~the~~symbol ~~Closing~~would ~~issued~~be changed to ~~the~~WNLV ~~TCG~~in ~~Shareholders~~twenty ~~and~~business ~~the IQI Shareholders~~days. The ~~transaction~~symbol ~~has~~change ~~been~~occurred ~~accounted~~on ~~for~~January ~~as a recapitalization of the Company~~27, ~~whereby WNLV is the accounting acquirer.~~2022

~~Immediately~~On ~~after~~May 16, 2022, the ~~completion~~Company ofentered ~~such~~into a share exchange, agreement (the ~~Company~~“Share ~~had~~Exchange Agreement”) with The Catalyst Group Entertainment, LLC (“TCG”), a ~~total~~California oflimited 17liability company,~~411~~ Joseph Lanius (“Lanius”),~~217~~ ~~issued~~Nicholas Burnett (“Burnett”), and ~~outstanding~~Khiow ~~shares~~Hui Lim (“Khiow,” “Burnett” and together with ~~authorized~~Lanius, ~~share~~the ~~capital~~“TCG ~~for~~Shareholders”), ~~common~~the ~~shares~~sole officers, directors, and shareholders of 4TCG,~~500~~ IQI Media Inc. (“IQI”),~~000~~ 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.

~~Consequently,~~Immediately after the ~~Company~~completion ~~has~~of ~~ceased~~such toshare ~~fall~~exchange, ~~under~~ the ~~definition~~Company ofhad a ~~shell~~total ~~company as defined in Rule 12b-2 under the Exchange Act~~ of ~~1934~~17,411,217 asissued ~~amended~~and ~~(the~~outstanding ~~“Exchange~~shares, ~~Act”)~~with ~~and~~authorized ~~TCG~~share ~~and~~capital ~~IQI~~for ~~are~~common ~~now~~shares ~~wholly~~of ~~owned subsidiaries~~4,500,000,000.

6Consequently, ~~Table~~the Company has ceased to fall under the definition of ~~Contents~~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.

~~NOTE~~7 2.Table ~~SUMMARY~~of ~~OF SIGNIFICANT ACCOUNTING POLICIES~~Contents

~~Basis~~NOTE of2. ~~Presentation~~SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~The~~Basis 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.Presentation

~~Management’s~~The ~~Representation~~accompanying ofcondensed ~~Interim~~financial ~~Condensed~~statements have been prepared in accordance with the Financial ~~Statements~~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.

~~The~~Management’s ~~accompanying~~Representation ~~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~~Condensed ~~are~~Financial ~~not necessarily indicative of results for a full year.~~Statements

~~Going~~The ~~Concern~~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.

~~The~~Going 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 June 30, 2024, the Company had a negative working capital deficit of $767,207 and an accumulated deficit of $104,782,949. 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.Concern

7The ~~Table~~accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of ~~Contents~~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~~8 Table of ~~Estimates~~Contents

~~The~~Use ~~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.Estimates

~~Revenue~~The ~~Recognition~~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.

~~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 June 30, 2024, the condensed financial statements were not impacted due to the application of Topic 606.Recognition

~~Production~~On –July ~~Cost~~1, of2018, 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.

~~The~~Production ~~cost~~– ofCost ~~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.Revenue

~~Administrative~~The ~~Expense~~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 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.Expense

~~Business~~Administrative ~~Combinations~~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.

~~Under~~Business 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.Combinations

IfUnder the ~~initial~~acquisition ~~accounting~~method ~~for~~of aaccounting, ~~business~~we ~~combination~~allocate isthe ~~incomplete~~fair byvalue of the ~~end~~total ofconsideration atransferred ~~reporting~~to ~~period~~the ~~that~~tangible ~~falls~~and ~~within~~identifiable ~~the~~intangible ~~measurement~~assets ~~period,~~acquired weand ~~report~~liabilities ~~provisional~~assumed ~~amounts~~based inon ~~our~~their ~~condensed~~estimated ~~consolidated~~fair ~~financial~~values ~~statements~~on the date of acquisition. ~~During~~The ~~the~~fair ~~measurement~~values ~~period~~assigned, wedefined ~~adjust~~as the ~~provisional~~price ~~amounts~~that ~~recognized~~would atbe ~~the~~received ~~acquisition~~to ~~date~~sell an asset or paid to ~~reflect~~transfer ~~new~~a ~~information~~liability ~~obtained~~in ~~about~~an ~~facts~~orderly transaction between willing market participants, are based on estimates and ~~circumstances~~assumptions ~~that~~determined ~~existed~~by asmanagement. ofThese ~~the~~valuations ~~acquisition~~require ~~date~~us ~~that,~~to ifmake ~~known~~significant estimates and assumptions, ~~would~~especially ~~have~~with ~~affected~~respect ~~the~~to ~~measurement~~intangible ofassets. We record the ~~amounts~~excess ~~recognized~~consideration asover ofthe ~~that~~aggregate ~~date~~fair ~~and~~value weof ~~record~~tangible ~~those~~and ~~adjustments~~intangible toassets, ~~our~~net ~~condensed~~of ~~consolidated~~liabilities ~~financial~~assumed, ~~statements~~as goodwill.

8If ~~Table~~the initial accounting for a business combination is incomplete by the end of ~~Contents~~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~~9 ~~and~~Table ~~Intangible~~of ~~Assets~~Contents

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.Assets

Goodwill isrepresents ~~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~~future ~~quarter~~economic ofbenefit ~~each~~arising ~~year~~from ~~and~~other ~~more~~assets ~~frequently~~acquired ~~whenever events or changes in circumstances indicate~~ that ~~the~~could ~~fair~~not ~~value of the asset may~~ be ~~less~~individually ~~than~~identified ~~the~~and ~~carrying~~separately ~~amount~~recognized. ~~Goodwill~~Initially ~~impairment~~the ~~testing~~Company ~~compares~~measures ~~the~~goodwill ~~fair~~based ~~value~~upon of the ~~reporting unit to its carrying amount. The fair~~ value of the ~~reporting~~consideration ~~unit~~paid isplus ~~determined~~or byminus ~~considering~~net ~~both~~assets ~~the income approach and market approaches~~assumed. ~~The~~This ~~fair~~initial ~~values~~measurement ~~calculated~~is ~~under~~subject ~~the~~to ~~income~~adjustment ~~approach and market approaches are weighted~~ based on ~~circumstances~~an ~~surrounding~~independent ~~the~~third ~~reporting~~party ~~unit.~~valuation ~~Under~~study ~~the~~performed ~~income~~within ~~approach,~~one ~~the~~year ~~Company determines fair value based on estimated future cash flows~~ of the ~~reporting~~acquisition ~~unit, which are discounted to the present value using discount factors that consider the timing and risk of cash flows~~date. ~~For~~The ~~the~~goodwill ~~discount~~arising ~~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~~acquisition ~~relative~~is attributable to the ~~overall~~value ~~market,~~of the ~~Company’s~~potential ~~size~~expanded ~~and~~market ~~industry~~opportunity ~~and~~with ~~other~~new ~~Company specific risks~~customers. ~~Other~~Intangible ~~significant~~assets ~~assumptions~~have ~~used~~either inan ~~the~~identifiable ~~income~~or ~~approach~~indefinite ~~include~~useful ~~the terminal value, growth rates, future capital expenditures and changes in future working capital requirements~~life. ~~The~~Intangible ~~market~~assets ~~approaches~~with ~~use~~identifiable ~~key~~useful ~~multiples~~lives ~~from guideline businesses that~~ are ~~comparable~~amortized ~~and are traded~~ on a ~~public~~straight-line ~~market.~~basis Ifover ~~the~~their ~~fair~~economic ~~value~~or oflegal ~~the reporting unit is greater than its carrying amount~~life, ~~there~~whichever is ~~no impairment~~shorter. IfThe ~~the reporting unit~~Company’s ~~carrying~~amortizable ~~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~~consist ~~been~~primarily ~~fully~~of ~~impaired~~customer relationships. AsThe auseful ~~result~~life ~~the~~of ~~Company~~these ~~recorded~~customer anrelationships ~~impairment~~is ~~charge~~estimated ofto ~~$1,810,116~~be ~~for~~three ~~the~~3 ~~year ended December 31, 2022~~years.

~~Cash~~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 ~~equivalents~~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.

~~The~~Cash ~~Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. On June 30, 2024,~~ and ~~December 31, 2023, the Company’s~~ cash equivalents ~~totaled $38,129 and $45,070 respectively.~~

~~Prepaid~~The ~~expenses~~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 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~~Prepaid ~~liabilities~~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 ~~include credit card liabilities, and payroll and payroll taxes.~~

9Accrued ~~Table~~liabilities ofinclude ~~Contents~~credit card liabilities, and payroll and payroll taxes.

~~Income~~10 ~~taxes~~Table of Contents

~~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.taxes

~~Project~~The ~~advances~~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 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 June 30, 2024 and December 31, 2023 the amount of project advances were $250,000 and $250,000, respectively.

~~Stock~~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 ~~Compensation~~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.

~~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.Compensation

~~Net~~The ~~Loss~~Company ~~per~~accounts ~~Share~~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~~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~~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 ~~Pronouncements~~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.

InRecent ~~June~~Accounting 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 Company has adopted this accounting standard in the financial year 2023, this new accounting standard has no significant impact to the Company. 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.Pronouncements

10In ~~Table~~June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326) - Measurement of ~~Contents~~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.

~~NOTE~~In 3December 2023, the FASB issued ASU No 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”). ~~BUSINESS~~ASU ~~ACQUISITION~~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.

OnManagement ~~May 16,~~does ~~2022,~~not ~~the~~believe ~~Company~~that ~~entered~~any ~~into~~other arecently ~~share~~issued, ~~exchange~~but ~~agreement~~not ~~with~~yet ~~The~~effective, ~~Catalyst~~accounting ~~Group Entertainment~~standards, ~~LLC~~if ~~(“TCG”)~~currently ~~and IQI Media~~adopted, ~~Inc~~would ~~(“IQI”)~~have -a ~~see~~material ~~Note~~effect 1on toour ~~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.~~Leases

~~Consequently~~The Company adopted FASB Accounting Standards Codification, Topic 842, Leases (“ASC 842”) using the ~~Company~~modified ~~has~~retrospective ~~ceased~~approach, electing the practical expedient that allows the Company not to ~~fall~~restate ~~under~~its comparative periods prior to the ~~definition~~adoption of ~~shell~~the ~~company~~standard ason ~~define~~January in1, ~~Rule 12b-2~~2019. ~~under~~As such, the ~~Exchange~~disclosures ~~Act~~required ofunder ~~1934,~~ASC as842 ~~amended~~are (not presented for periods before the ~~“Exchange~~date ~~Act”)~~of ~~and~~adoption. ~~TCG~~For ~~and~~the ~~IQI~~comparative ~~are~~periods ~~now~~prior ~~wholly~~to ~~owned~~adoption, ~~subsidiaries~~the Company presented the disclosures which were required under ASC 842.

~~For~~11 ~~the~~Table ~~acquisition~~ of ~~TCG and IQI, the following table summarizes the acquisition date fair value of consideration paid, identifiable assets acquired and liabilities assumed:~~Contents

~~Consideration~~The ~~paid:~~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.

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

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.

~~Net~~NOTE ~~assets~~3. ~~acquired~~BUSINESS ~~and liabilities assumed:~~ACQUISITION

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

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.

~~The~~Immediately ~~Company~~after ~~did~~completion ~~not~~of ~~incur~~such ~~any~~share ~~issuance~~exchange, ~~costs to issue debt or equity instruments used to effect~~ the ~~business combination. The~~ Company’s ~~acquisition~~had ~~related~~a ~~costs~~total ~~for~~of ~~legal~~17,411,217 issued and ~~accounting~~outstanding ~~expenses were approximately $30~~shares,~~000.~~ ~~The~~with ~~value~~authorized ~~of $2.20 per common~~ share ~~paid~~capital for ~~consideration was derived based on the trading price of the Company’s~~ common ~~stock~~shares ~~on the date~~ of ~~the transaction~~4,500,000,000. ~~The Company believes that represented the fair market value of common stock at the time of issuance.~~

~~The~~Consequently, ~~Company allocated~~ the ~~fair~~Company ~~value~~has ofceased ~~the total consideration paid of $2,035,288 as follows: $1,024,799 was allocated~~ to ~~goodwill~~fall ~~and~~under ~~$1,010,489~~the ~~was~~definition ~~allocated to intangible assets, comprised primarily~~ of ~~customer~~shell ~~relationships~~company ~~with~~as adefine ~~life~~in ofRule ~~three~~12b-2 ~~years.~~under ~~The value of goodwill represented~~ the ~~Company’s~~Exchange ~~ability~~Act ~~to generate profitable operations going forward. As~~ of ~~June 30~~1934, ~~2024~~as ~~and~~amended ~~December 31, 2023,~~ (the ~~balances~~“Exchange ofAct”) ~~goodwill~~ and ~~intangibles~~TCG ~~assets~~and ~~were~~IQI ~~$-0-~~are ~~and~~now ~~$-0-,~~wholly ~~respectively~~owned subsidiaries.

11For ~~Table~~the acquisition of ~~Contents~~TCG and IQI, the following table summarizes the acquisition date fair value of consideration paid, identifiable assets acquired and liabilities assumed:

~~NOTE~~Consideration ~~4. INVESTMENTS~~paid:

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.

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

InNet ~~addition~~assets toacquired 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~~liabilities 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.assumed:

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.

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 ~~share~~Company ~~exchange~~did ~~was~~not ~~valued~~incur atany ~~par~~issuance ~~value~~costs ~~per~~to ~~share.~~issue ~~Since~~debt ~~the~~or ~~Company~~equity ~~was~~instruments ~~unable~~used to ~~independently~~effect ~~determine~~ the ~~fair~~business ~~market~~combination. ~~value~~The ofCompany’s ~~the~~acquisition 10related costs for legal and accounting expenses were approximately $30,000~~,000~~. ~~shares~~The value of ~~IFA~~$2.20 ~~Series~~per Acommon ~~Preferred~~share ~~stock,~~paid for consideration was derived based on the trading price of the Company’s common ~~shares~~stock on the date of the transaction. The Company ~~given~~believes tothat ~~IFA~~represented ~~were~~the ~~valued~~fair market value of common stock at ~~par~~the ~~value~~time of issuance.

~~During~~The ~~the~~Company ~~six~~allocated ~~months~~the ~~ended~~fair ~~June~~value ~~30,~~of ~~2024~~the ~~IFA~~total ~~repurchased~~consideration ~~174,222~~paid ~~shares~~ of ~~its~~$2,035,288 ~~Series~~as Afollows: ~~Preferred Stock. The Company received~~ $~~149~~1,~~146~~024,799 inwas ~~proceeds~~allocated ~~from~~to ~~this~~goodwill ~~repurchase~~ and ~~recorded~~$1,010,489 awas ~~“gain~~allocated onto ~~investments”~~intangible ~~of $148~~assets,~~972.~~ ~~The~~comprised ~~"gain~~primarily onof ~~investments"~~customer ~~represents~~relationships ~~the~~with ~~cash~~a ~~proceeds,~~life ~~net~~ of ~~any~~three ~~variable costs (i~~years.~~e.,~~ ~~gross~~The ~~profits),~~value ~~realized~~of ~~directly~~goodwill byrepresented ~~IFA~~the ~~from~~Company’s ~~its~~ability ~~business~~to ~~activities~~generate ~~related~~profitable tooperations ~~its~~going ~~shareholdings~~forward. inAs ~~the~~of ~~Company~~September ~~during~~30, ~~the~~2024 ~~period~~and ~~from~~December 31, 2023, the ~~admission~~balances of ~~shares~~goodwill ~~issued~~and inintangibles ~~the~~assets ~~transaction~~were to$-0- ~~trading~~and on$-0-, ~~the OTC Markets~~respectively.

As12 ofTable ~~June 30, 2024 and December 31, 2023, the balance~~ of ~~investments was $9,826 and $800, respectively.~~Contents

NOTE 54. ~~LOAN PAYABLE~~INVESTMENTS

~~As of June 30, 2024 and December 31, 2023, the balance of notes payable was $-0- and $18,670, respectively.~~ On ~~February~~September 28, 2023, (the “Company”) entered into a ~~Paypal~~Securities ~~Business~~Exchange ~~Loan~~Agreement at(the an“Agreement”) ~~annual~~with ~~interest~~Infinity ~~rate~~Fund ofAustralia ~~19.19%.~~Pty ~~This~~Ltd, ~~facility~~an ~~allows~~Australian ~~for~~corporation ~~borrowings~~(“IFA”). upPursuant to athe ~~maximum~~terms of ~~$90~~the Agreement,~~000.~~ ~~The~~the Company ~~initially~~acquired ~~borrowed $50~~800,000 ~~under~~shares ~~this~~IFA ~~loan~~Series ~~agreement~~A ~~and~~Preferred isstock ~~required~~in toexchange ~~pay~~for $1800,~~730.77~~000 ~~per~~shares ~~week~~of ~~for~~WNLV 52Common ~~weeks~~stock ~~until~~registered under the ~~loan~~S-1 isRegistration ~~paid~~Statement ~~off~~declared effective on July 20, 2023.

~~NOTE~~In 6addition 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. ~~NOTES~~This ~~PAYABLE~~option may be exercised by IFA at any time, by written notice to the Company, so long as the Company’s S-~~RELATED~~1 ~~PARTIES~~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.

AsOn ~~of June 30~~February 27, 2024, ~~and~~the ~~December 31,~~Company ~~2023~~issued 9,200,000 ~~the~~shares ~~balance~~ of ~~notes~~its ~~payable~~common stock to ~~related~~exchange ~~parties was $633~~9,~~933 and $631~~200,~~157,~~000 ~~respectively.~~shares ~~These~~of ~~notes~~IFA’s ~~have~~Series ~~been~~A ~~provided~~Preferred ~~on an interest-free demand basis to the Company~~Stock.

The ~~Company’s~~share ~~financing~~exchange ~~subsequent~~was tovalued ~~the~~at ~~change~~par ofvalue ~~control~~per onshare. ~~June 30,~~Since ~~2021 primarily has come from~~ the ~~Winvest Group Limited (Cayman), an affiliate with the same name as the~~ Company, ~~and~~was ~~based~~unable into ~~the~~independently ~~Cayman~~determine ~~Islands; and from~~ the ~~CEO~~fair ofmarket ~~the~~value ~~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 June 30~~10, ~~2024~~000,000 ~~the~~shares ~~balance~~ of ~~notes~~IFA ~~payable~~Series ~~was~~A ~~comprised~~Preferred ~~of $564~~stock,~~643~~ ~~due to~~ the ~~Winvest~~common ~~Group~~shares ~~Limited~~of ~~(Cayman) and $54,514 due to~~ the ~~CEO~~Company ofgiven ~~IQI and $14,776 due~~ to ~~the~~IFA ~~CEO~~were ofvalued ~~the~~at ~~Company~~par value.

12During ~~Table~~the Nine months ended September 30, 2024 IFA repurchased 389,566 shares of ~~Contents~~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.

~~The~~As ~~following~~of ~~movements~~September ~~occurred~~30, in2024 ~~advances~~and ~~from~~December 31, ~~related~~2023, ~~parties during~~ the ~~periods~~balance ~~ended~~of ~~June~~investments ~~30,~~was ~~2024~~$9,611 and ~~December 31~~$800, ~~2023:~~respectively.

	June 30,2024		December 31,2023
Balance at the beginning of the period	$	631,157	$	601,649
Additions (new advances received)		11,776		29,508
Repayments		9,000		-
Balance at the end of the period	$	633,933	$	631,157

NOTE 5. LOAN PAYABLE

~~NOTE~~As 7of September 30, 2024 and December 31, 2023, the balance of notes payable was $-0- and $18,670, respectively. ~~PROJECT~~On ~~ADVANCES~~February 28, ~~PROJECT~~2023 ~~ADVANCES~~the ~~RELATED~~Company ~~PARTIES~~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.

~~Project~~NOTE ~~advances~~6. ~~represent~~NOTES ~~unsecured, interest~~PAYABLE-~~free~~RELATED 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 June 30, 2024 and December 31, 2023 the amount of total project advances were $250,000 and $250,000, respectively, and no royalties had been accrued. Project advances of $150,000 in both periods were provided by a related party.PARTIES

~~NOTE~~As 8of September 30, 2024, and December 31, 2023, the balance of notes payable to related parties was $659,860 and $631,157, respectively. ~~COMMITMENTS~~These ~~AND~~notes ~~CONTINGENCIES~~have been provided on an interest-free demand basis to the Company.

The Company’s ~~did~~financing ~~not~~subsequent ~~have~~to ~~any~~the ~~contractual~~change ~~commitments~~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 ~~June~~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 ~~December 31~~$68,250 ~~2023~~due to the CEO of IQI and $25,792 due to the CEO of the Company.

~~NOTE~~The 9.following ~~INCOME~~movements ~~TAX~~occurred in advances from related parties during the periods ended September 30, 2024, and December 31, 2023:

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 June 30, 2024, the Company and two subsidiaries had net operating loss carryforwards aggregated $104,720,553 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.

	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

~~Provision~~NOTE ~~for~~7. ~~income~~PROJECT ~~tax~~ADVANCES, ~~consists~~PROJECT ofADVANCES ~~the~~RELATED ~~following:~~PARTIES

	Six months ended June 30,
	2024			2023
Current income tax (benefit)
U.S.	$	-		$	-
Sub total		-			-
Deferred income tax
Deferred tax assets for NOL carry-forwards		13,103			161,923
Valuation allowance		(13,103	)		(161,923	)
Other adjustments		-			-
Net changes in deferred income tax (benefit)		-			-
Total income tax provision	$	-		$	-

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.

Table of Contents

~~The~~NOTE ~~net~~8. ~~loss~~COMMITMENTS ~~before~~AND ~~income taxes and its provision for income taxes as follows:~~CONTINGENCIES

	Six months ended June 30,
	2024			2023
Net loss before income tax		(62,396	)		(771,064	)
Statutory tax rate		21	%		21	%
Income tax provision		(13,103	)		(161,923	)
Valuation allowance		13,103			161,923
Income tax expenses, net		-			-

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

~~Significant~~NOTE ~~components~~9. ofINCOME ~~the Company’s deferred taxes assets as follows:~~TAX

Deferred tax assets:	March 31,2024			December 31, 2023
Net operating loss carry-forwards		13,103			161,923
Less: Valuation allowance		(13,103	)		(161,923	)
Deferred tax assets, net		-			-

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.

~~NOTE~~Provision ~~10.~~for ~~PREPAYMENT~~income ~~EXPENSE~~tax consists of the following:

The Company had a prepayment expense amounted $117,183 as of June 30, 2024, an increase of $55,953 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.

	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	$	-		$	-

~~NOTE~~14 ~~11.~~Table ~~ACCRUED~~of ~~LIABILITIES~~Contents

~~As of June 30. 2024., the Company had accrued liabilities of $58,935, which is an increase of $4,618 from $54,317 as of December 31, 2023.~~ The ~~accrued~~net ~~liabilities~~loss asbefore ofincome ~~June~~taxes ~~30,~~and ~~2024~~its ~~consist~~provision ~~of amounts owed~~ for ~~staff~~income ~~costs~~taxes ~~and~~as ~~other administrative expenses.~~follows:

NOTE 12. SUBSEQUENT EVENT

	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		-			-

~~The~~Significant ~~Company~~components ~~has~~of ~~evaluated events from June 30, 2024 through~~ the ~~date~~Company’s ~~the~~deferred ~~financial~~taxes ~~statements~~assets ~~were issued. The events requiring disclosure for this period are~~ as follows;:

Conversion of Series A Preferred Stock

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		-			-

OnNOTE ~~July 18, 2024, the Company issued 200,000,000 shares of common stock in conversion of 4,000,000 shares of Series A Preferred Stock held by the directors~~10. ~~The~~PREPAYMENT transactions result in an increase in the number of common shares outstanding to 285,159,075 shares from 85,159,075 shares, a decrease in the number of our Series A Preferred Stock to 222,688,680 shares from 226,688,680 shares.EXPENSE

14The ~~Table~~Company had a prepayment expense amounted $155,605 as of ~~Contents~~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 1311. ~~EQUITY~~ACCRUED LIABILITIES

~~Common~~As ~~Stock~~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.

As15 ofTable ~~June 30, 2024, the Company had 4,500,000,000 authorized shares~~ of ~~Common Stock with a par value of $0.001. As of June 30, 2024, and December 31, 2023, there were 85,159,075 and 18,326,075 shares of Common Stock issued and outstanding, respectively.~~Contents

~~2024~~NOTE ~~Issuances~~12. SUBSEQUENT EVENTS

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

●As ~~607~~of September 30,~~500~~ 2024,~~000~~ ~~common~~the ~~shares~~Company ~~upon~~has ~~the~~a ~~conversion~~subsequent ofevent. 12The Company has evaluated events from September 30,~~150,000~~ ~~Series~~2024 Athrough ~~Preferred~~the ~~Stock~~date the financial statements were issued. The events requiring disclosure for this period are as follows;

	●	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

Cancelled of Series A Preferred Stock

●On ~~550~~Oct 29,~~000~~ 2024, the Company rescinded and cancelled 175,890,000 shares of common stock and returned 3,517,800 shares ~~were~~of ~~cancelled~~Series A Preferred Stock held by the directors. The transactions result in ~~return~~an decrease in the number of 11common shares outstanding to 109,~~000~~269,~~000~~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.

~~2023~~Sponsor ~~Issuances~~100,000 units Shares for Wichita State University Foundation

~~During~~On ~~the~~November ~~six months ended June 30~~1, ~~2023~~2024, the ~~Company~~company ~~issued~~donated ~~114~~100,~~510~~000 ~~restricted~~units ~~common shares to various individuals for services provided. These shares were valued at $4.00 each, based on the trading price~~ of ~~the~~its ~~Company’s~~ common stock onto the ~~date~~Foundation ~~the~~as ~~share~~part ~~issuance was approved by the Company’s Board~~ of ~~Directors.~~its Asongoing acommitment ~~result,~~to ~~the~~Corporate ~~Company~~Social ~~recorded~~Responsibility ~~stock based compensation expense of $458,040 for the nine months ended September 30, 2023~~(CSR).

~~During~~NOTE ~~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”)~~13. 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.EQUITY

~~Preferred~~Common Stock

~~During~~As ~~2020~~of September 30, 2024, the Company had ~~855~~4,500,000,000 authorized shares of ~~Preferred~~Common ~~Series A~~ Stock ~~outstanding.~~with ~~This Class of Preferred had~~ a 1par ~~for~~value 1of ~~conversion ratio to common stock~~$0.001. ~~During~~As ~~2021 this class~~ of ~~Series~~September A30, ~~Preferred~~2024, ~~Stock~~and ~~was~~December ~~converted~~31, ~~to 855~~2023,~~000~~ ~~shares~~there ofwere ~~common stock prior to the reverse split. On a post-split basis of 250 to 1~~285,159,075 ~~this~~and ~~amounted to 3~~18,~~420~~326,075 ~~common~~ shares. Inof ~~March 2021~~Common ~~the~~Stock ~~Company~~issued ~~designated~~and aoutstanding, ~~new class of Series A Preferred Stock~~respectively.

~~As of June 30,~~ 2024, the Company has authorized 300,000,000 shares of Preferred Series A Stock. As of June 30, 2024, and December 31, 2023, there were 226,688,680 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.Issuances

15During ~~Table~~the ofNine ~~Contents~~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

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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.

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

The following discussion and analysis should be read in conjunction with our unaudited consolidated financial statements and the related notes thereto. The management’s discussion and analysis ~~contains~~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 ~~Six~~Nine ~~Months~~months Ended ~~June~~September 30, 2024 Compared to the ~~Six~~Nine months Ended ~~June~~September 30, 2023

Revenue

For the ~~six~~Nine months ended ~~June~~September 30, 2024, we recorded $7877,~~149~~340 in revenue compared to $ ~~$164~~214,978 during the ~~six~~Nine months ended ~~June~~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 ~~six~~Nine months ended ~~June~~September 30, 2024 was $~~245~~398,~~757~~894 compared to $~~835~~930,~~949~~720 during the ~~six~~Nine months ended ~~June~~September 30, 2023. Operating expenses for the ~~six~~Nine months ended ~~June~~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 $~~245~~398,~~757~~894 and $~~314~~472,~~884~~680, respectively. Excluding stock -based compensation and amortization of intangible assets, the significant decrease in operating expenses in the ~~six~~Nine months ended ~~June~~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 $62101,~~396~~727 or $(0.00) per share for the ~~six~~Nine months ended ~~June~~September 30, 2024, compared to a loss of $~~771~~834,~~064~~203 or $(0.0400) per share for the ~~six~~Nine months ended ~~June~~September 30, 2023.

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Liquidity and Capital Resources

We had $38289,~~129~~039 in cash on hand as of ~~June~~September 30, 2024.

Net cash used in operating activities was $~~339~~229,~~693~~531for ~~for~~ the ~~six~~Nine months ended ~~June~~September 30, 2024, compared to $~~132~~225,~~334~~094 for the ~~six~~Nine months ended ~~June~~September 30, 2023. The increase in cash used in operating activities during the ~~six~~Nine months ended ~~June~~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 $~~183~~209,~~606~~533 for the ~~six~~Nine months ended ~~June~~September 30, 2024, compared to $~~208~~231,~~381~~757 for the ~~six~~Nine months ended ~~June~~September 30, 2023. The ~~increase~~decrease is primarily attributable to proceeds $199,500 and $1137,~~776~~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 $6441,~~118~~937 in new loans and to $~~257~~303,~~999~~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.

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

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings

There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company. The Company’s property is not the subject of any pending legal proceedings.

Item 1a. Risk Factors

We are a smaller reporting company and are not required to provide the information under this item pursuant to Regulation S-K.

Item 2. Unregistered Sales of Equity Securities and Use Ofof Proceeds

During the ~~six~~Nine months ended ~~June~~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

● 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 A Preferred Stock

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

None.

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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 ~~(the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).~~
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Winvest Group Ltd.
	(Registrant)
Date: August 19, 2024	By:	/s/ Jeffrey Wong Kah Mun
Date: November 19, 2024	By:	/s/ Jeffrey Wong Kah Mun
		Jeffrey Wong Kah Mun,CEO and CFO
		Jeffrey Wong Kah Mun,
		CEO and CFO

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Filing Compare · Winvest Group Ltd