UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 10-K

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

For the fiscal year ended December 31, ~~2024~~2025

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

For the transition period from ______, 20 ___, to ______, 20___.

Commission File Number 000-56448

Winvest Group Ltd.

(Exact Name of Registrant as Specified in its Charter)

Nevada		27-2052033
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

50 West Liberty Street Suite 880, Reno NV		89501
(Address of Principal Executive Offices)		(Zip Code)

(775) 996-0288

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former name or former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 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 ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 has filed a report on an attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold as of June 30, 2024 ($1.027 per share), the last business day of the registrant’s most recently completed second fiscal quarter, was $45,849,089.

There were ~~110~~116,~~419~~494,~~075~~283 shares of the registrant’s common stock, $0.001 par value per share, outstanding as of May ~~April 17~~5, ~~2025~~2026.

Documents Incorporated by Reference

None

Winvest Group Ltd

Contents

		Page
Cautionary Statement Regarding Forward-Looking Statements		ii
Part I
Item 1.	Business	1
Item 1A.	Risk Factors	168
Item 1B.	Unresolved Staff Comments	2415
Item 1C.	Cybersecurity	2415
Item 2.	Properties	2415
Item 3.	Legal Proceedings	2415
Item 4.	Mine Safety Disclosures	2617
Part II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	2718
Item 6.	Reserved	2718
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2819
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	3425
Item 8.	Financial Statements and Supplementary Data	3425
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	3425
Item 9A.	Controls and Procedures	3425
Item 9B.	Other Information	3526
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	3526
Part III
Item 10.	Directors, Executive Officers and Corporate Governance	3627
Item 11.	Executive Compensation	4030
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	4232
Item 13.	Certain Relationships and Related Transactions, and Director Independence	4636
Item 14.	Principal Accounting Fees and Services	4636
Part IV
Item 15.	Exhibits, Financial Statement Schedules	4737
Item 16.	Form 10-K Summary	4737
	Signatures	4838

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K and the documents incorporated herein by reference contain forward-looking statements. Such forward-looking statements are based on current expectations, estimates and projections about Winvest Group Ltd., industry, management beliefs, and assumptions made by management. Words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict; therefore, actual results and outcomes may differ materially from what is expressed or forecasted in any such forward-looking statements. Although we believe the expectations reflected in our forward-looking statements are based upon reasonable assumptions, it is not possible to foresee or identify all factors that could have a material effect on the future financial performance of the Company. The forward-looking statements in this Annual Report on Form 10-K are made on the basis of management’s assumptions and analyses, as of the time the statements are made, in light of their experience and perception of historical conditions, expected future developments and other factors believed to be appropriate under the circumstances. Except as otherwise required by the federal securities laws, we disclaim any obligation or undertaking to publicly release any updates or revisions to any forward-looking statement contained in this Annual Report on Form 10-K and the information incorporated by reference in this Annual Report on Form 10-K to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any statement is based.

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PART I

ITEM 1. BUSINESS

Unless the context indicates otherwise, the “Company,” “we,” “our,” “ours” or “us” refer to Winvest Group Ltd., a Nevada corporation, and its wholly owned subsidiaries, The Catalyst Group Entertainment (“TCG”) and IQI Media, Inc (“IQI”) ~~and Billie Black Production LLC (“BB”)~~.

Overview

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

The Company began trading as Riverdale Capital, Ltd. under the symbol “RICP” on June 3, 2009. ~~Effective April 30, 2012, the Company changed its name to Diversified Energy & Fuel International, Inc and changed its name to Winvest Group Ltd on August 15, 2012.~~

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

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

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

~~During~~Subsequently, ~~the~~WSPVA ~~fourth~~has ~~quarter~~been ofpermanently ~~2022~~revoked weby ~~began generating significant revenues. We will require~~ the ~~funds~~Nevada ~~from~~Secretary ~~this~~of ~~offering~~State inand ~~order~~no tolonger ~~fully~~a ~~implement~~subsidiary ~~our business plan as discussed in the “Plan~~ of ~~Operation” section During~~ the ~~period from November 2012 through April 2020, the~~ Company ~~was dormant~~.

~~The~~Effective April 30, 2012, the Company’s ~~accounting~~changed ~~year-end~~its isname ~~December~~to Diversified Energy & Fuel International, Inc. and changed its name to Zyrox Mining International, Inc. on August 3115, 2012.

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

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

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

On March 5, 2021, as a result of a private transaction, 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 (collectively, the “Purchaser”). As a result, the Purchaser became an approximately 90% holder of the voting rights of the issued and outstanding share capital of the Company on a fully diluted basis of the Company and became the controlling shareholders. The consideration paid for the Shares was $700,000. The source of the cash consideration for the Shares was personal funds of the Purchaser. In connection with the transaction, David Lazar released the Company from all debts owed to him and/or the Seller.

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On ~~April~~March 145, 2021, as a result of a private transaction, 300,000,000 shares of Series A Preferred Stock, $0.001 par value per share (the ~~existing~~“Shares”) ~~director~~of the Company, were transferred from Custodian Ventures, LLC (the “Seller”) to Wan Nyuk Ming, Ng Chian Yin, and ~~officer~~Jeffrey ~~resigned~~Wong ~~immediately.~~Kah ~~Accordingly~~Mun, ~~David~~respectively, ~~Lazar~~based on their ownership of Winvest Group Limited (collectively, ~~serving~~the as“Purchaser”). As a ~~director~~result, ~~and~~the Purchaser became an ~~officer,~~approximately ~~ceased~~90% toholder beof the voting rights of the issued and outstanding share capital of the Company’s ~~Chief~~on ~~Executive~~a ~~Officer,~~fully ~~Chief~~diluted ~~Financial~~basis ~~Officer,~~of ~~President~~the Company and became the controlling shareholders. The consideration paid for the Shares was $700,000. ~~Treasurer~~The source of the cash consideration for the Shares was personal funds of the Purchaser. In connection with the transaction, ~~Secretary~~David Lazar released the Company from all debts owed to him and/or athe ~~Director~~Seller.

Other than as described below, there are no arrangements or understandings between either the former and new control persons and their associates with respect to the election of directors of the Company or other matters.

On April 14, 2021, the existing director and officer resigned immediately. Accordingly, David Lazar, serving as a director and an officer, ceased to be the Company’s Chief Executive Officer, Chief Financial Officer, President, Treasurer, Secretary, and a Director.

On April 14, 2021, Mr. Wan Nyuk Ming consented to act as the new Chairman and a member of the Board of Directors of the Company; Mr. Ng Chian Yin consented to act as Managing Director (MD) and a member of the Board of Directors of the Company; Mr. Jeffrey Wong Kah Mun consented to act as the new Chief Executive Officer (CEO) and a member of the Board of Directors of the Company.

Finally, also on April 14, 2021, Ms. Tham Yee Wen was appointed as Secretary and Chief Operating Officer (COO) of the Company; Ms. Boo Shi Huey was appointed as Treasurer of the Company.

On September 14, 2021, ~~The~~the ~~Board~~Company ofhad ~~Directors~~changed ~~of Zyrox Mining International, Inc. voted to change~~ the ~~Company’s~~ fiscal year end from May ~~31st~~ 31 to December ~~31st~~ ~~in order to align it with its intended acquisition target~~31. The ~~Board of Directors of the~~ Company’s ~~approved~~accounting ~~this~~year-end ~~change~~is onpresently ~~September 14,~~December ~~2021~~31.

On December 2917, 2021, ~~FINRA~~Zyrox ~~declared~~Mining ~~the~~International, ~~latest~~Inc, ~~name~~amended ~~change~~its ~~and~~articles aof 1incorporation ~~for~~and ~~250~~changed ~~reverse~~its ~~stock~~name ~~split~~to ~~went~~Winvest ~~effective~~Group Ltd. ~~Also~~(the on“Name ~~December 29,~~Change”). ~~2021,~~The ~~the~~change ~~Company~~ was ~~informed~~made byin ~~FINRA~~anticipation ~~that~~of ~~the~~entering ~~Company’s~~into ~~ticker~~a ~~symbol~~new ~~would~~line beof ~~changed~~business ~~to WNLV~~operations.

OnAlso ~~May~~on December 1617, ~~2022~~2021, ~~Winvest~~Zyrox ~~Group~~Mining ~~Ltd. (“WNLV~~International,” or the “Company”) entered into a share exchange agreement (the “Share Exchange Agreement”) with The Catalyst Group Entertainment, LLC (“TCG”), a Delaware corporation, Joseph S. Lanius (“Lanius”), Nicholas D. Burnett (“Burnett”), and Khiow Hui, Lim (“Khiow,” “Burnett,” and together with Lanius, the “TCG Shareholders”), the sole officers, directors, and shareholders of TCG, IQI Media, Inc. ~~(“IQI”),~~amended aits ~~California~~articles ~~corporation, Khiow, Lanius, Charlene Logan Kelly (“Kelly”), Burnett, Connie Tsai (“Tsai”), and Amy Morton (“Morton”), as the officers, directors and shareholders~~ of ~~IQI~~incorporation ~~(the~~to ~~“IQI~~reverse ~~Shareholders”).~~split ~~Under~~its ~~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~~rate of 1 ~~the~~for ~~Company, whereby WNLV is~~ 250 (the ~~accounting acquirer~~“Reverse”).

~~Immediately~~On ~~after~~December 29, ~~completion~~2021, ofFINRA ~~such~~declared ~~share~~the ~~exchange~~Name Change and the Reverse effective. Also on December 29, 2021, the Company ~~had~~was ainformed ~~total~~by ofFINRA ~~17,411,217~~that ~~issued~~the ~~and~~Company’s ~~outstanding~~ticker ~~shares,~~symbol ~~with~~would ~~authorized~~be ~~share~~changed ~~capital~~to ~~for~~WNLV ~~common~~in ~~share~~twenty ofbusiness 4days. The Company’s stock symbol changed to WNLV on January 27,~~500,000,000~~ 2022.

~~Consequently~~On May 16, 2022, the Company ~~has~~entered ~~ceased~~into a Share Exchange Agreement (the “Agreement”) with The Catalyst Group Entertainment, LLC (“TCG”), a California limited liability company, and IQI Media Inc. (“IQI”), a California corporation. Pursuant to ~~fall~~the ~~under~~Agreement, the ~~definition~~Company acquired 100% of ~~shell~~the ~~company~~equity asinterests ~~define~~in TCG and IQI in ~~Rule~~exchange for an aggregate of ~~12b-2~~900,000 shares ~~under~~of the ~~Exchange~~Company’s ~~Act~~common stock. The shares were issued to the members and shareholders of ~~1934~~TCG and IQI, asnamely ~~amended~~Joseph Lanius, Nicholas Burnett, Khiow Hui Lim, (collectively, the “~~Exchange~~TCG ~~Act~~and IQI Shareholders”). ~~and~~The ~~TCG~~transaction ~~and~~has ~~IQI~~been ~~are~~accounted ~~now~~for ~~wholly~~as ~~owned~~a ~~subsidiaries~~recapitalization of the Company, whereby WNLV is the accounting acquirer.

Billie Black Production LLC (hereafter called “BB”), is a subsidiary of IQI, established on October 1, 2024, and located in Wyoming, United States. The company was primarily formed to focus on media and film production activities. However, the company ceased operations in the first quarter of 2025 due to the cancellation of the film project that was originally planned to be produced through BB. Subsequently, BB was formally dissolved and its registration in the state records was terminated on August 12, 2025.

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

On June 13, 2022, the Board of Directors of Winvest Group Ltd. (the “Company”) appointed Khiow Hui, Lim to the Corporation’s Board of Directors.

On June 29, 2022, the Board of Directors of Winvest Group Ltd. (the “Company”) accepted the resignation of Tham Yee Wen as the Company’s Secretary. Also, on June 29, 2022, the Board of Directors of the Company appointed Khiow Hui, Lim as the Company’s Secretary.

~~TCG~~On July 31, 2025, the Company has received the formal written notice from Ms. Charlene Logan Kelly confirming her resignation from the position of Chief Intellectual Officer (CIO), effective as of June 28, 2025. Ms. Logan Kelly’s resignation was not due to any disagreement with the Company on any matter relating to its operations, policies, or practices.

~~The~~On ~~Catalyst~~January ~~Group~~27, ~~Entertainment~~2026, ~~(hereafter~~Wan ~~called~~Nyuk ~~“TCG”),~~Ming isresigned afrom ~~finance~~his ~~and~~positions ~~production~~as ~~company~~Chairman ~~for~~of the ~~media~~Board and ~~entertainment~~Director ~~sector~~of ~~located~~Winvest inGroup ~~the~~Ltd., ~~city~~and ofNg ~~Beverly~~Chian ~~Hills,~~Yin ~~California,~~resigned ~~founded~~from inhis ~~April 2019~~position ~~and~~as ~~headed~~Director byof ~~Joseph~~Winvest S.Group ~~Lanius~~Ltd., ~~Nick~~each Dfor personal reasons. ~~Burnett~~The ~~and~~resignations ~~Khiow~~were ~~Hui,~~not ~~Lim~~the result of any disagreement with ~~over~~the 25Company, ~~years’~~its ~~experience~~management, inor the ~~film~~Board ~~industry,~~regarding ~~encompassing~~the ~~film~~Company’s ~~finance~~operations, ~~production~~policies, ~~and~~or ~~distribution~~practices.

On January 27, 2026, the Board of Directors of Winvest Group Ltd. appointed Khiow Hui Lim as Chairman of the Board, effective immediately. Ms. Khiow Hui Lim will serve as Chairman in addition to her existing role as a director of the Company.

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TCG ~~is currently operating with minimal costs and limited business activity. TCG seeks between $6,000,000 to $24,000,000 funds to invest in films.~~

The Catalyst Group Entertainment (hereafter called “TCG”), ~~focuses~~is ona ~~opportunities~~finance ~~comprised~~and production company for the media and entertainment sector located in the city of ~~global~~Beverly ~~emerging~~Hills, California, founded in April 2019 and headed by Joseph S. Lanius, Nick D. Burnett and Khiow Hui, Lim with over 25 years’ experience in the film industry, ~~television~~encompassing film finance, production and ~~media~~distribution. ~~projects~~In early 2025, TCG significantly scaled down its operations, and its bank accounts were formally closed in February 2026. As a result, Joseph S. Lanius and Nick D. Burnett are no longer involved in the operations of the Company.

Film ‘packages’ from studios, production companies and independent producers are continuously seeking funds from media financing companies such as The Catalyst Group Entertainment, LLC. These film packages usually are submitted with a fully developed script, director, primary cast, production schedules and a budget as well as a proposed finance plan.

TCG aims to finance projects from studios, production companies and independent producers with proven track records that consistently deliver projects on time and in accordance with approved budgets and production schedules.

While we have access to the top commercial film projects from the studios/production companies and independent producers, predominantly due to TCG’s and its principals’ track record, reputation and standing within the industry, we have no current written agreements related to this. We believe that deals will be sourced from trusted professionals working in the entertainment industry to have the film distributed by major studios, mini-major studios, distribution companies and streaming platforms.

A “trusted professional” is someone that TCG has done business with in the past and the company/individual performed as promised or a company/individual that is well established in the industry with a history of delivering and fulfilling its obligations. This includes production companies/producers who have completed films on budget and on schedule, sales agents that have pre-existing relationships with key distributors in the industry and reach the targeted numbers, as well as major talent agencies in the industry who structure motion pictures.

Structures for each form of financing

1. Pre-sale distribution. Securing minimum guarantees and license fees.

In collaboration with a reputable sales agency, skilled producers can sell distribution rights piecemeal to various domestic and foreign territories before the project actually starts production, which is known as a “pre-sale” within the industry. These are sales made to reputable and verified distributors with proven records of timely payment. The amount of the minimum guarantee/license fee is based on the strength of the script and attached (or “packaged”) elements such as director and actors. TCG will always discount the pre-sale collateral to provide a safety buffer.

2. Tax Incentive Financing and GAP/Mezzanine Contributions

In the United States, many state governments (e.g. Georgia, Louisiana, New York, etc.) have tax incentive programs for media projects that are a reliable form of collateral for financiers. The tax incentive is dependent upon the amount of qualified spend in the production location. Interest rates for tax incentive financing vary from 8-12% with a pay out from 12-18 months depending on the program. The tax incentive loan will not be provided until an industry approved third party has analyzed the budget and submitted an estimated audit. Also, the producer must provide necessary evidence the production is approved to qualify for the tax incentive.

Gap contributions is a type of mezzanine financing that is secured by unsold territories for a media project. This type of financing is recouped after the pre-sale loan. The estimated time of recoupment is normally 12-18 months. TCG will consider the performance of pre-sales and overall value of the package to determine the appropriate amount of gap financing. With certain projects, any gap financing will require a net profit share that can potentially generate exponential returns if a picture is a box office success.

Competitive position in the industry

TCG’s model sets it apart from 95% of its competitors in the industry, as it does not always require pre-sales, and gap financing can be provided under TCG’s structure as defined above. Additionally, since Joseph Lanius is a licensed attorney in California, TCG does not have to charge high legal fees unlike the competitors in the marketplace. Furthermore, TCG does not depend on one or a few major customers.

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Investment Controls and Protections

TCG will always have first priority security interest over the intellectual property of the project reinforced by a UCC-1 and Copyright Mortgage. So, in essence, TCG is loaning against that asset as collateral. TCG will have the right to foreclose on the intellectual property no differently than a bank can foreclose on real estate property.

TCG is also taking into consideration sources of data from trusted professionals in the industry that range from distributors to sales agents that will provide estimated value of the film/property to ensure we are not lending against an asset that doesn’t provide adequate coverage of our loan plus any interest, costs and expenses related to the loan.

TCG’s Green Light Process

TCG has created a due diligence process to facilitate the initial assessment of each media project submission and will involve key partners to help with the evaluation process.

● Finance plan approved by TCG with evidence 100% of the financing (less TCG’s contribution) is irrevocably secured

● Completed script and clear chain of title.

● Primary actors with commercial value and a quality director attached.

● All projects more than $5m require a completion bond issued by a completion guarantor.

● All production elements required (budget, production schedules, cashflow schedule, delivery schedule)

● Must have sales agent approved by TCG and estimates that cover TCG’s financing contribution plus interest due.

● Shooting locations with no less than 15% tax incentives/rebates unless adequate equity contribution or other secured collateral in place.

Corporate Governance & Reporting

TCG is committed to the highest standards of Corporate Governance and will engage ‘best in class’ professional services companies. These will include:

● Sector specialist accountants (e.g. Shipleys and BDO) to prepare the company’s annual accounts.

● One of the ‘big four’ firms shall provide annual auditor services. Leading corporate lawyers to assist the Head of Legal to implement rigorous and ‘best- practice’ corporate processes.

● Quarterly bespoke investment reports will be presented to the Lender and all investors and financial partners.

● Appropriate controls and processes will be put in place. These will be approved and signed off by TCG’s members with quarterly risk committee meetings and reporting.

We still have first priority security interest over the intellectual property of the project so in essence we are loaning against that asset as collateral. We have the right to foreclose on the property no differently than a lender can foreclose on real estate property.

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We are also taking into consideration sources of data from trusted professionals in the industry that range from distributors to sales agents that will provide estimated value of the film/property to ensure we are not lending against an asset that doesn’t provide adequate coverage of our loan plus any interest, costs/expenses, etc. Currently, there are only 3 members of TCG and no employees. However, TCG’s operations do not require a large employee base and overhead. Once the company is adequately funded, TCG will seek to obtain a California Lender License, and there will be a need for no more than five employees, and the company will strategically increase its employee base as the funding for the company grows.

The company has no bankruptcy or receivership proceedings. There is currently no need for government approval of principal products or services. If government approval is necessary, the status of the approval process will be discussed. Existing or probable governmental regulations have no effect on the business. There are no costs or effects of compliance with environmental laws (federal, state, and local). There is currently no publicly announced new product or service, and there are no sources or availability of raw materials or principal suppliers. TCG does not have any patents, trademarks, licenses, franchises, concessions, royalty agreements, or labor contracts, including duration.

IQI

IQI Media, Inc (hereafter called “IQI”), is a ~~production~~ content ~~studio~~technology ~~located~~(“ConTech”) instudio ~~Pasadena,~~and ~~California~~Artificial ~~that~~Intelligent ~~primarily~~(“AI”) ~~focuses~~AI-driven onmedia ~~full-service~~company ~~content~~focused ~~creation,~~on ~~film~~bridging ~~and~~storytelling ~~advertising~~with ~~production~~data-driven engagement. ~~IQI~~Headquartered iswith aoperations ~~solely~~supporting ~~100%~~both ~~women-owned company~~Pasadena, ~~founded~~California byand ~~Khiow Hui~~Lehi, ~~Lim in August 2010~~Utah, aIQI ~~native~~Media ~~Malaysia~~operates ~~born~~through ~~producer~~its ~~graduated~~proprietary ~~from~~technology ~~Wichita~~platform ~~State~~and ~~University.~~original ~~She~~intellectual ~~has~~property ~~been~~(IP) ~~producing~~development ~~from~~activities. ~~small~~The toCompany ~~large~~is ~~scale~~repositioning ~~video,~~itself ~~film~~as ~~productions~~an ~~for~~AI ~~more~~Studio ~~than~~that ~~20+~~leverages ~~years.~~algorithmic ~~IQI~~precision ~~producers’~~alongside ~~team~~human ~~are~~creativity ~~keen~~to ongenerate ~~managing~~revenue ~~all~~opportunities ~~aspects~~earlier ofin athe ~~multilingual~~content ~~project~~lifecycle, ~~throughout~~including ~~the~~through ~~life~~pre-production ~~cycle~~IP ~~from~~licensing, ~~conception~~while ~~and~~retaining ~~strategy~~selective totheatrical ~~design,~~releases ~~development~~ and ~~delivery~~creative oversight.

~~Market~~Framework: ~~Overview~~The 3 Edges Method

~~Streaming~~IQI ~~video~~Media ~~and~~employs ~~subscription~~the ~~services~~3 ~~have~~Edges ~~revolutionized~~Method, a proprietary strategic framework that integrates content creation with technological infrastructure to optimize the ~~traditional~~media Usupply chain.S. ~~media~~This ~~and~~method ~~entertainment~~establishes ~~industry.~~three distinct competitive advantages:

~~Subscribers~~1. ~~cite~~Original anIP ~~increase~~Slate in(The ~~price~~Content Edge): The Company maintains a curated portfolio of original intellectual property. This edge focuses on the acquisition and development of high-potential media assets, ensuring a consistent pipeline of content designed to meet evolving global audience demands. By owning the underlying IP, the Company secures long-term value and foundational control over the monetization lifecycle. 2. Content Growth Metrics (The Intelligence Edge): This edge utilizes data-driven analytics and AI-powered intelligence to track and project the performance of media assets. By monitoring engagement trends and audience conversion data, the Company can make informed, low-risk decisions regarding production and marketing spend. These metrics provide the empirical evidence required to "greenlight" projects and optimize the Return on Ad Spend (“ROAS”). 3. Launchrr SaaS Solution (The Distribution Edge): Launchrr serves as the ~~biggest~~technical ~~reason~~infrastructure ~~they~~of ~~would~~the ~~cancel~~framework. As a ~~paid~~cloud-based ~~video~~aggregator and distribution platform, ~~music~~it utilizes direct API integrations with major streaming services such as Over-The-Top /Free Ad-supported Streaming Tv (“OTT/FAST”) to automate content delivery. This Software-as-a-Service (“SaaS”) model eliminates the need for traditional manual intermediaries, orproviding ~~gaming~~a ~~service~~streamlined, transparent, and high-efficiency pathway to the global market.

~~Key~~Strategic ~~Findings~~Impact: By applying the 3 Edges Method, IQI Media aims to compress traditional Hollywood supply chain inefficiencies, reduce revenue leakage to third-party intermediaries, and deliver higher returns to stakeholders. The synergy between a proprietary IP Slate, advanced Growth Metrics, and the Launchrr SaaS distribution engine allows the Company to operate a more agile and profitable business model compared to traditional media distribution structures.

Traditionally, the windowing system has ensured that revenue generated by each platform is protected by rights to show movies during a particular time frame. Theatrical releases not only drive box office revenues; typically determine how revenue from subsequent windows are negotiated.

Changes to the theatrical window—such as releasing a movie on Streaming OR PVoD instead of in a theater—could create a domino effect of change across other windows and put more pressure on the success of streaming efforts to compensate. This shifting landscape puts studios in a difficult position. They may be able to reach more people through streaming services, particularly during the pandemic, but doing so could undermine theaters and the large revenues they generate.

Current Filmmaking

The IQI production team is a true believer in post-covid “Filmmaking+” and “Cinema+” landscape.

When a movie or television show shoots on location, it brings jobs, revenue, and related infrastructure development, providing an immediate boost to the local economy.

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Business Model

IQI ~~currently~~Media’s ~~has~~business model combines original IP content production with a scalable SaaS technology platform (Launchrr) that addresses long-standing pain points in the ~~following~~global ~~core~~media ~~businesses~~and entertainment supply chain. The traditional distribution model often leaves creators with only 5–15% of lifetime revenue due to multiple layers of intermediaries (distributors, sales agents, aggregators, sub-distributors, and ~~ConTech~~guild processing). IQI Media’s Launchrr Inversion model compresses this chain through digitization and automation, targeting a significantly higher creator share (~~Content~~up ~~Technology~~to 45%) inwhile ~~production~~enhancing ~~pipeline:~~value for distributors and platforms through better data, curation, and operational efficiency.

~~(1)~~Key ~~MaiContent~~revenue ~~Aggregator~~streams ~~Solution Platform~~include:

· SaaS subscription and usage-based fees for the Launchrr platform (2including distribution, asset management, and analytics). ~~Original~~· ~~Content~~Distribution ~~Development~~and ~~Slate~~encoding +service ~~Producing~~fees. ~~Services~~· Participation in advertising revenue (via integrated social Prints and Advertising (“P&A”) and platform ad metrics, with flexible revenue splits such as 70/30, 60/40, or 50/50). · Profit-sharing and minimum guarantee arrangements in content deals. · Early IP licensing and pre-production intelligence services. · Potential future contributions from blockchain-enabled features (e.g., Token-as-a-Service, decentralized copyright protection, and profit-sharing mechanisms like those explored in related MovieCoin initiatives).

The model is designed to create a closed-loop ecosystem: AI-powered IP evaluation and greenlighting → production tracking → single-click global distribution via Application Programming Interface (3“API”) ~~Content~~integrations ~~Management~~→ ~~Solution~~real-time revenue tracing and ~~Services~~residuals management → predictive analytics and ad optimization.

~~MaiContent~~3 ~~Aggregator~~Table isof ~~a B2B solutions platform - it serves Content Creator and Streaming Partners.~~Contents

~~(1)~~Current Movie Production Pipeline and Original IP

~~MaiContent~~IQI ~~Aggregator~~Media ~~Solution~~maintains ~~Platform~~an active slate of original IP content development. Through its AI pre-production intelligence tools, the Company evaluates scripts, comparable titles, audience demand signals, genre trends, and territory-specific projections before committing significant production capital. This data-driven approach, powered by predictive AI, aims to de-risk investments and enable revenue generation (e.g., via early licensing) prior to principal photography.

~~Introducing~~The ~~Our~~pipeline ~~Aggregator~~emphasizes ~~Brand:~~high-production-value formats with long-term cultural and ownership scalability. Select projects benefit from Launchrr’s modules for production milestone tracking, budget monitoring, deliverables management (masters, trailers, posters, closed captions), and secure cloud storage. The Company also explores blockchain elements for transparent profit-sharing and fan engagement in certain initiatives.

~~MaiContent~~Launchrr ~~solutions~~Aggregator ~~acts~~– asCore ~~a “One-Stop Gatekeeper Entertainment Smart Platform” for content creators, filmmakers, and streaming partners in OTT (Over The Top) landscape.~~Product

~~IQI~~Launchrr ~~has~~is aIQI ~~group~~Media’s offlagship ~~freelancers~~SaaS ~~working~~platform asand cloud-based content ~~growth~~distribution ~~management~~solution to(branded ~~help~~under ~~distribution~~MaiContent ~~clients~~Inc. ~~and~~infrastructure), ~~exiting~~purpose-built ~~brand~~as ~~clients~~an toaggregator ~~content~~and ~~manage~~operating ~~clients’~~system ~~content~~for ~~asset~~the ~~via~~global ~~YouTube~~media ~~Channel~~supply chain. ~~Our~~It ~~industry~~functions ~~distribution~~as ~~partner~~a ~~includes,~~predictive ~~Synergetic~~AI ~~Films~~tool tothat ~~facilitate~~simplifies ~~larger~~and ~~format~~modernizes content todistribution, ~~the~~revenue ~~crowded~~management, ~~OTT~~and ~~(Over~~monetization ~~The~~for ~~Top)~~filmmakers, ~~market.~~copyright ~~IQI~~owners, issales ~~currently~~agents, ~~doing~~industrial ~~such~~distributors, ~~with~~publishers, ~~MaiContent Content (B2b) Solution Development for the media~~ and ~~film~~equity ~~industry~~producers.

~~The~~Key ~~upstream~~Features ~~users of this platform are film directors, producers, sales agents, distributors, publishers~~ and ~~key~~Capabilities ~~opinion~~(as ~~leaders. As for the downstream partners, they are streaming media services providers. We believe via the emergence~~ of ~~technology, MaiContent aggregator solution could be~~ the ~~evolution~~latest ofdevelopment ~~the~~stage ~~industry~~described ~~and gameplay changing for fluctuated OTT market. There are currently no users of the platform as we will require the funds from this offering~~ in ~~order~~company ~~to fully implement our business plan as discussed in the “Plan of Operation” section.~~materials):

~~Customer~~· ~~Value~~Single ~~Proposition~~Submission Workflow: One upload and metadata entry for distribution to multiple major streaming platforms via direct API integrations, eliminating repetitive encoding, formatting, and portal submissions. · Asset Management: Secure centralized storage and Uniform Resource Locator (“URL”) based sharing of film masters, trailers, posters, closed captions, and other deliverables. · Global Distribution Engine: Connects content to platforms including Amazon Prime Video, YouTube/Google TV, Roku, and others, with ongoing expansions for FAST/ Advertising Video On Demand (“AVOD”) channels. · Real-Time Revenue Tracing & Residuals Engine: Tracks box office, streaming royalties, ad revenue, territorial licensing, and merchandise at the per-title level. Automatically calculates guild residuals (e.g., Screen Actors Guild – American Federation of Television and Radio Artists (“SAG-AFTRA”), Writers Guild of America (“WGA”)) and integrates with payroll systems where APIs allow. · Ads Metric Integration & Social P&A: Built-in targeted social advertising with performance tracking and revenue sharing. Deeper integrations target Amazon Advertising (“Ads”) API ecosystem (Sponsored Brands, Display, Demand-Side Platform (“DSP”)) for programmatic optimization and ROAS improvement. · Predictive AI & Valuation: Original IP Intelligence Engine provides Greenlight Scores, revenue projections (P10/P50/P90), audience demand curves, and optimal release windows. Integration with prediction market signals (e.g., concepts similar to Kalshi-style markets) for market-validated valuations and risk hedging. · Blockchain Enhancements: Decentralized copyright protection, immutable ledgers for IP rights, and Token-as-a-Service elements for transparency and fan/community participation. · Revenue Dashboard: Unified view of lifetime earnings, territorial performance, ad attribution, guild payments, and predictive forecasts.

~~During~~4 ~~MaiContent~~Table ~~1.0~~of ~~development, our module will focus mainly on the following target audience:~~Contents

●Development ~~Copyrighted~~Status: ~~Owners~~Launchrr has progressed through Beta 1.3 with production endpoints live. Version 2.0 development focuses on expanded API integrations (including Amazon Ads DSP authorization), predictive trading layers, and enterprise capabilities. The platform is positioned for broader market entry, with a private equity/IPO pathway targeted in company planning materials.

●Launchrr ~~Equity~~directly ~~Producers~~addresses industry challenges such as revenue leakage, delayed residuals reporting, fragmented submissions, and lack of transparent performance data—issues exacerbated by the streaming wars, guild strikes, and collapsing theatrical-to-streaming windows.

●Strategic ~~Distributor/Publishers~~Positioning

6As ~~Table~~a ofWinvest ~~Contents~~Group subsidiary, IQI Media benefits from the parent’s investment holding structure and media/entertainment portfolio focus. The Company’s technology-first approach, anchored by the 3 Edges Method and Launchrr, positions it to capture value in the rapidly growing Over-The-Top (“OTT”)/streaming market while supporting traditional stakeholders (theaters, distributors, buyers) with enhanced data and tools.

~~MaiContent’s~~Forward-Looking ~~development~~Caution ~~is currently ahead of schedule and in Phase 2 prototype and UI/UX design. We are unable to confirm the distribution model until we have tested it with industrial partners.~~

~~Business~~Descriptions ~~Development~~of ~~Partners~~planned ~~Value~~features, ~~Proposition~~integrations, revenue models, timelines (including Beta/Version 2.0 and IPO considerations), and financial projections are based on current internal plans and market assumptions. Actual results may differ materially due to development risks, regulatory factors (including CFTC considerations for prediction markets), platform adoption, competitive landscape, and broader industry dynamics.

● Developing at least 4 Territories Streaming Partners. Territories include: Canada, United Kingdom, Australia, New Zealand, Japan, Malaysia, Singapore and Taiwan.

The value for the above-mentioned customers is based on time, money and trust, therefore, while reducing customers’ search time, it offers our partners an instant screening protocols and quality control services, often time, it helps to minimize customizable list of similar products and services. At the same time bringing down operation cost for our streaming partners.

Currently, IP tended to be traded in a tedious tailor-made manner using costly IP professionals, acting on behalf of the traders in an exponentially growing and increasingly chaotic IP environment. IP contents generate cultural programs and entertainment economic liquidation over time in various spaces (scenarios). The core of IP commercial value is to achieve the ultimate goal of liquidation by means of diversified imitative (copycat behaviour) operation.

Due to the lack of a common IP Entertainment Marketplace, MaiContent is looking to offer a new business model and solution to market.

MaiContent is built to provide asset management and content management to the users. Secondly, providing low or median range encoding fee to 6 majors English-speaking territories (US, Canada, UK, Ireland, Australia and New Zealand). For an additional charge filmmakers can release in all of the remaining territories. No distribution fees will enable filmmakers to keep the majority of the distribution revenues. MaiContent provides content strategy and technology support - we then partnered with an encoding house or production post house to release their movie. This can bring costs down to a minimum and is affordable to content creators, filmmakers and producers. Our in-house content management team will provide cost-per-acquisition reports to our customers, Filmmakers only have to submit their movie once and they can choose as many platforms as they want at an additional cost per platform. We assist producers with reaching targeted audiences and the tactics of — Keywords, Interests, Ethic and Demographics, Topics, Placements, 1st Growth Data, Customer Data and Fan Loyalty. Filmmaker’s digitized film assets will charge for fair price for encrypted data. Assets will be stored on secure Cloud Storage to ensure content creator easy access. Filmmakers will have 24/7 access via a dashboard, to their revenue reports.

Our solutions are to bypass the traditional model of sales agents enlisting different distributors manually to digitally releasing in different countries.

The Smart Business Landscape of Entertainment IP

During MaiContent Phase 2 development in Q3, 2023, our development team will attempt to further combine nodes recognition and secure ID into a smart business architecture to strengthen peer-to-peer network. A large number of visual scanning detection technology is exploring to integrate for copyright claims, and commercial transactions, also known as payment solutions.

Based on Entertainment contents, multimedia platform will bring point-to-point media entertainment contents for users and eliminate issues such as operational costs and splits caused by the centralized platform. In such case, both content creators and users would maximize their gains. Phase 2 development will provide a publicity of Digital Ads sharing protocol that allow users to stay on a transparent, and privacy-protected ecosystem among advertisers, paid advertisement brands and public users.

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(2)

Original Content Development Slate and Producing Services

(A) Sunday Dinner – Feature Film

Sunday Dinner is a heart-warming comedy.

IQI has concluded an initial Letter of Intent (“LOI”) and Memorandum of Understanding (“MOU”) with director Matteo Ribaudo,

Sell Point: ‘Sunday Dinner’ should appeal to the hearts of audiences worldwide with its themes of family, drama, and a big helping of comedy.

Comparable Films:

The table below demonstrates films we believe to be comparable to “Sunday Dinner” either in terms of budget or genre. As is often the case with these sorts of films, they have all had very successful post-theatrical sales above and beyond their worldwide theatrical grosses.

● Moonstruck

● Big Night

● My Big Fat Greek Wedding

● City Island

● This Is Where I Leave You

● My Cousin Vinny

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(B) Christmas Café – Feature Film

At the heart of this film is a message of giving and family bonds and of course, celebrating the Christmas spirit. With our story and themes, we are targeting Lifetime / Hallmark / ABC Family /Inspire / and Up networks where Family audiences and the decision-making demographics of purchase empowered females.

IQI has concluded an initial Letter of Intent (“LOI”) and Memorandum of Understanding (“MOU”) with the producer/creator, John P. Aguirre, from Buddy Bear Adventure LLC.

Sell point: As a Christmas film, its deeper value is that it can be re-released annually in a wide spectrum of markets both domestically and internationally. Even releases for Christmas in Summer – territories: Australia and New Zealand.

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IQI has a television limited series coming soon, titled “Cured.” Cured is about the cure for cancer being found and covered up by corporate pharmaceutical companies; Our misunderstood hero must rediscover his father’s cure while being antagonized by corporations and the people closest to him.

(D) I Will Follow Him – Feature Film (*Title: To-Be-Determined)

Story to begin with: When a man claiming to be the runaway son of a reclusive widow reappears after twenty years to claim his inheritance, what begins as an emotion al reunion unravels into a dangerous, demented affair as the twisted history of the lavish estate unearths. She uses her hilltop palace as a prison, locked in with her memories and guilt far from the bright Los Angeles lights below. It is the ultimate prize that lures Guy in originally, symbolic of a wealthy lifestyle he’s never been privy to. Inside he finds it haunted with creeks and booms coming from the boy’s locked room, and his only clue to its unlocking lies in the eerie crest engraved to its doorknob. But there’s more; the boy’s clothes and toys seem to appear and then disappear, there are items buried in the yard where the boy’s favourite tree used to be and where the last VHS footage of him was captured, and then there’s the scratch marks that keep appearing, and the visions of the boy’s ghost following him through the hall….(cont.)

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(E) My Daughter’s Death – Feature Film

This is a film about the forgotten faces of the American Dream. One that is personal and based off the true story of family members related to us. It will be treated as such, with delicacy and compassion and sensitivity, but also in admiration of its perseverant subjects. We want a team of equally rogue-minded creatives with unfiltered, non-judgmental views of the world. And we want to hear what they want to see made. This is the dream, making the film we want to see. And finally, that dream is about to come true.

(F) Winnie the Pooh - Beyond Pooh Corner

IQI and Baboon Animation line up a Pooh prequel push.

IQI, through its partnership with Baboon Animation’s Mike de Seve & John Reynolds (collectively, “IQI-Baboon”), is developing a new story for the Winnie-the-Pooh prequel franchise where the bear cub who will do ANYTHING to get that honey that he loves more than life itself. The story should be showcased on both large and small screens, with the release slated for 2025. A press release with further details is available at IQI’s official website and https://kidscreen.com/2022/12/15/baboon-animation-and-iqi-line-up-a-pooh-prequel/

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“We’re telling the surprising origin story of the ‘silly young bear’ and his friends, when they were still kids, in a way designed to connect with 21st-century kids,” say Reynolds.

IQI-Baboon have forged a professional and mutually beneficial relationship by successfully executing an initial Memorandum of Understanding (“MOU”) to secure the rights and establish a partnership. The details of where it will be produced, talent attached to the project, musical score, etc will come into play as the financing, development, production, and distribution progress.

IQI-Baboon has completed the first draft of the full-length feature script for the film. The pitch deck is also in process with information such as Current Investment Landscape, IP Equity Offers, Usage of Investment Funds, Franchise Licensing and Merchandising Categories, etc. This material is intended for potential investors, partners, and distributors to participate in a pre-sales deal aimed at financing the production of Pooh, in addition to funds from this offering.

IQI-Baboon have set a planned release date of 2025 for the feature, followed immediately by the series. The film is currently ready to enter the pre-production phase, which will occur once financing and distribution is established.

Billie Black Production LLC (hereafter called “BB”), is a subsidiary of IQI, established on October 1, 2024, and located in Wyoming, United States. The company was primarily formed to focus on media and film production activities. However, the company isceased ~~expected to cease~~ operations in the first quarter of 2025 due to the cancellation of the film project that was originally planned to be produced through BB. Subsequently, BB was formally dissolved and its registration in the state records was terminated on August 12, 2025.

(3)

Content Management Solution and Services

As a content strategic partners to our content creators, IQI content team manages contents such as: Weekly Short Children Animation, Educational Programs. Our content partners preference is to showcase their contents through general social media platform with API integration pixel coding via analytic tools.

The Company also in preparing a platform called “Launchrr”. Launchrr is the all-in-one cloud-based content distribution platform for filmmakers and content creators to come across the crowded. Launchrr allowed users to store, distribute, and monetize your content worldwide. Unlike traditional distribution networks, Launchrr offer a simple, secure, and scalable platform with integrated collaboration tools and real-time performance analytics. This platform still in testing progress and not publicly.

Original Intellectual Property Development

Be an Original Content Creator (OCC) and Production Company in Hollywood.

IQI will actively engage with studios and talent agencies to develop and match funding to produce quality Live Action, Holiday movies and CGI feature animation film that provide global audience with enjoyable entertainment on theatrical big screen and carry audience favourites stories along in a smart technology on worldwide streaming platforms.

Original IP distribution methods are based on collaboration between IQI and distributors. For instance, when Hallmark Channel requests a script reading, IQI submits it to Hallmark’s development department. If the script is accepted and added to Hallmark’s Christmas slates, IQI negotiates in good faith with Hallmark for distribution and licensing, and proceeds with the feature film shooting production.

Aggregator

Be an early in aggregator ecosystem, act as “One-Stop Gatekeeper Entertainment Smart Platform” for content creator and filmmaker in streaming platforms.

IQI will utilize its’ content management team to work with industry distributor Synergetic Films to develop an aggregator platform to facilitate crowded OTT market.

IQI’s producer works directly with clients to create a year-long Sprint Planning schedule for scripting, production shooting, product shooting, KOL shoot, and UGC (User-Generated Content) shoot, based on clients’ requests. Once the production filming is complete, the raw footage is sent to IQI’s post editorial team to create ads for distribution on Meta and Amazon Ads Manager. The Growth Manager collects the advertisement traffic reports for metric measurement, conversion rate, impression rate, and click-through rates to analyze the content’s performance. IQI then reports the findings to clients to adjust their social marketing strategy to better suit their customers’ needs.

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IQI strives to be at the forefront of the new world order.

The entertainment landscape has been reformed by content enthusiasts, cinema art, global streaming rivalry, and the post-pandemic and endemic environment. We are moving beyond ROI (Return on Investment) and believe that RoEX (The Return of Experience) must be associated with ROI as technology plays a crucial role in every business.

We believe that traditional ROI metrics are insufficient to determine a company’s success. Shareholder value is dependent on the customer experience’s higher expectations when assessing whether a company’s value proposition, capabilities, and product/service portfolio will create a ripple effect and an engaging experience. Without measuring true customer experience, ROI can mislead investors. IQI would like to focus more on customer experience in conjunction with content creation. Ultimately, CONTENT is king, without which we cannot produce Original Content, Branding Content, and Content Management products. Without engagement, there will be no revenue, and ROI cannot exist.

IQI’s creative producers are confident that our content ideas and aggregator solution tools will make us a leading company in both ROI and RoEX in the entertainment industry.

We offer a range of products and services, including feature films, limited television series, and various ad formats on Meta and Amazon, along with reports on their performance. Our content management brand clients include Pacific Range Hood and Superco Home Appliances. Both contracts ended in 2023, with no further business activities thereafter. We also plan to work with original IP distributors such as major Hollywood studios, global OTT platforms and studios, television networks, and in-flight entertainment providers. For each project, we choose suitable suppliers to ensure the best results.

MaiContent had two main clients for content management services—Pacific Range Hood and Superco Home Appliances—both of which had business activities in the year 2023 but none thereafter. IQI also holds various contracts and agreements, including with Miles Partnership, clients, and Baboon Animation Studio for Beyond the Pooh.

IQI has a team of 4 contracted and 2 full-time employees.

The company has no bankruptcy or receivership proceedings. There is no need for government approval of principal products or services. If government approval is necessary, the status of the approval process will be discussed. Existing or probable governmental regulations have no effect on the business. There are no costs or effects of compliance with environmental laws (federal, state, and local).

Competition

We will face substantial competition in our efforts to identify and pursue a business venture. The primary source of competition is expected to be from other companies originated directly or indirectly, for similar purposes and from companies that provide content generation, distribution, or partnership with some of these largest media conglomerates. Such industry’s competition is intensifying, and not every business can or will survive under current conditions. This is because an increasing number of companies are entering and competing in the market for media products and services. All of these characteristics are mirrored in content marketing. Numerous businesses maintain blogs, invest a substantial amount of money in marketing, and use content to attract clients. Businesses who fail to develop competitive content may not be able to survive on the market, as potential customers may turn to competitors.

Government Regulation

We are not subject to any government regulation that could have a material adverse effect on our business. The films produced are governed by the Federal Communications Commission.

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Intellectual Property

~~WNLV~~The Company does not currently own any ~~existing~~material ~~Intellectual~~patents, ~~Property~~trademarks, copyrights, or other intellectual property and does not rely on proprietary rights for its operations.

TCG does not own any IP. TCG is a media film producing company and has been involved in a few film titles. The fact notwithstanding that TCG does not own any Intellectual Properties and prepare for future media financing solutions to major independent studios.

IQI is developing original titles and optioning the following film titles: This Whole World (Animation), I Will Follow Him, Daughter’s Death, Christmas Café. And a licensing deal with the Feature Animation “This Whole World”, featuring a world festival series of famous Brian Wilson, IQI does not own existing licensing, it belongs to the Brian Wilson and the Universal Music Group. IQI will own 50% IP equity of the “The New World” musical upon completion. Once all the above-mentioned titles production are completed, IQI will solely own all the above-mentioned film titles and animation series.

Employees

As of December 31, ~~2024~~2025, WNLV, TCG and IQI currently have an aggregate of 3 5 employees. We anticipate hiring additional employees in the next twelve months. We anticipate hiring necessary personnel based on an as needed basis.

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Corporate History

Winvest Group Ltd. (the “Company”) changed its name from Zyrox Mining International, Inc. on December 17, 2021. The Company (formerly Diversified Energy & Fuel, Inc. until August 15, 2012) was incorporated in the State of Nevada on June 3, 2009. The Company 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.

Our limited start-up operations have consisted of the formation of our business plan and identification of our target market. We will require the funds from this offering in order to fully implement our business plan as discussed in the “Plan of Operation” section. During the period from November 2012 through April 2020, the Company was dormant.

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

Finally, also on April 14, 2021, Ms. Tham Yee Wen was appointed as Secretary and Chief Operating Officer (COO) of the Company; Ms. Boo Shi Huey was appointed as Treasurer of the Company.

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

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On December 29, 2021, FINRA declared the latest name change and a 1 for 250 reverse stock split went effective. Also on December 29, 2021, the Company was informed by FINRA that the Company’s ticker symbol would be changed to WNLV.

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On May 16, 2022, Winvest Group Ltd. (“WNLV,” or the “Company”) entered into a share exchange agreement (the “Share Exchange Agreement”) with The Catalyst Group Entertainment, LLC (“TCG”), a Delaware corporation, Joseph S. Lanius (“Lanius”), Nicholas D. Burnett (“Burnett”), and Khiow Hui, Lim (“Khiow,” “Burnett,” and together with Lanius, the “TCG Shareholders”), the sole officers, directors, and shareholders of TCG, IQI Media, Inc. (“IQI”), a California corporation, 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.

On June 13, 2022, the Board of Directors of Winvest Group Ltd. (the “Company”) appointed Khiow Hui, Lim to the Corporation’s Board of Directors.

On July 31, 2025, the Company has received the formal written notice from Ms. Charlene Logan Kelly confirming her resignation from the position of Chief Intellectual Officer (CIO), effective as of June 28, 2025. Ms. Logan Kelly’s resignation was not due to any disagreement with the Company on any matter relating to its operations, policies, or practices.

On January 27, 2026, Wan Nyuk Ming resigned from his positions as Chairman of the Board and Director of Winvest Group Ltd., and Ng Chian Yin resigned from his position as Director of Winvest Group Ltd., each for personal reasons. The resignations were not the result of any disagreement with the Company, its management, or the Board regarding the Company’s operations, policies, or practices.

Available Information

We maintain a website at www. https://www.winvestgroup.co. The information on the Company’s website is not incorporated herein by reference. The Company will make available, free of charge on its website, the most recent annual report on Form 10-K and subsequently filed quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after the Company files such material with, or furnishes it to, the SEC.

The public may also read and copy any materials the Company files with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549 or by calling the SEC at 1-800-SEC-0330. The SEC maintains, free of charge, an Internet site (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

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ITEM 1A. RISK FACTORS

Investment in our securities involves a number of substantial risks. You should not invest in our securities unless you are able to bear the complete loss of your investment. In addition to the risks and investment considerations discussed elsewhere in this Annual Report on Form 10-K, the following factors should be carefully considered by anyone purchasing our securities. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations. If any of the following risks actually occur, our business could be harmed.

Risks Related to Our Business and Industry

We have a limited operating history.

We have had limited recent operating history. We will, in all likelihood, sustain operating expenses without corresponding revenues, at least for the foreseeable future. We can make no assurances that we will be able to effectuate our strategies or otherwise to generate sufficient revenue to continue operations.

During the year ended December 31, ~~2024~~2025, the Company’s aggregate total revenue was $7778,~~340~~426, and had a net loss of $115,~~081~~044,~~047~~666.

Our estimates of capital, personnel, equipment, and facilities required for our proposed operations are based on certain other existing businesses operating under projected business conditions and plans. We believe that our estimates are reasonable, but it is not possible to determine the accuracy of such estimates at this point. In formulating our business plan, we have relied on the judgment of our officers and directors and their experience in developing businesses. We can make no assurances that we will be able to obtain sufficient financing or successfully implement the business plan we have devised. Further, even with sufficient financing, there can be no assurance that we will be able to operate our business on a profitable basis. We can make no assurances that our projected business plan will be realized or that any of our assumptions will prove to be correct.

We are subject to a variety of possible risks that could adversely impact our revenues, results of operations or financial condition. Some of these risks relate to general economic and financial conditions, while others are more specific to us and the industry in which we operate. The following factors set out potential risks we have identified that could adversely affect us. The risks described below may not be the only risks we face. Additional risks that we do not yet know of, or that we currently think are immaterial, could also have a negative impact on our business operations or financial condition. See also Statement Regarding Forward-Looking Disclosure.

Since our auditor has issued a going concern opinion regarding the Company, there is an increased risk associated with an investment in the Company.

We have earned an aggregate of $7778,~~340~~426 in revenue since January 1, ~~2024~~2025. The Company has incurred operating losses since its inception. As of December 31, 2025, the Company had an accumulated deficit of $120,846,266 and working capital deficit of $1,487,897. We expect to continue to incur additional losses in the foreseeable future as a result of our film production activities. Our future is dependent upon our ability to obtain financing or upon future profitable operations. We reserve the right to seek additional funds through private placements of our Common Stock and/or through debt financing. Our ability to raise additional financing is unknown. We do not have any formal commitments or arrangements for the advancement or loan of funds. If we are unable to secure additional financing in the future on acceptable terms, or at all, we could be forced to reduce or discontinue film development, reduce or forego sales and marketing efforts, and forego attractive business opportunities in order to improve liquidity to enable the Company to continue its operations. There are also risks and uncertainties inherent to the film industry including the highly speculative nature of the industry, intense competition, the lack of industry experience of the stockholders of the Company. For these reasons, our auditors stated in their report that they have substantial doubt we will be able to continue as a going concern. As a result, there is an increased risk that you could lose the entire amount of your investment in the Company.

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Since we were previously a shell company, and we have not generated any revenues, there is no assurance that our business plan will ever be successful. We may never attain profitability.

Until May 16, 2022, the Company had been a shell company with nominal operations and no assets other than cash. With the Company’s limited operating history, there is limited operating history upon which an evaluation of our business plan or performance and prospects can be made.

Given the limited operating history, management has little basis on which to forecast future market acceptance of our services. It is difficult to accurately forecast future revenues because the business of the Company is new. There is no history upon which to base any assumption as to the likelihood that we will prove successful, and we can provide investors with no assurance that we will generate any operating revenues or ever achieve profitable operations.

We may not be able to obtain additional funding to meet our requirements.

Our ability to maintain and expand our development and production of feature films to cover our general and administrative expenses depends upon our ability to obtain financing through equity financing, debt financing (including credit facilities) or the sale or syndication of some or all of our interests in certain projects or other assets. If our access to existing credit facilities is not available, and if other funding does not become available, there could be a material adverse effect on our business.

Our success depends on our personnel. Loss of key personnel may adversely affect our business.

Our success depends to a significant extent on the performance of our management personnel. In particular, we will depend on the services of such personnel as ~~Joseph S. Lanius, Nicholas D. Burnett, and~~ Khiow Hui, Lim, the co-founders and executive producers of both TCG and IQI. The loss of the services of key persons could have a material adverse effect on the Company’s business, operating results and financial condition. We will also be dependent on the officers and directors of WNLV to raise the required capital to fund the projects of IQI and TCG. Failure to do so would hinder the Company’s ability to grow.

Budget overruns may adversely affect our business.

Actual motion picture costs may exceed their budget, sometimes significantly. Risks such as labor disputes, death or disability of star performers, rapid high technology changes relating to special effects or other aspects of production, shortages of necessary equipment, damage to film negatives, master tapes and recordings or adverse weather conditions may cause cost overruns and delay or frustrate completion of a production. If a film incurs substantial budget overruns, we may have to seek additional financing from outside sources to complete production of a motion picture. No assurance can be given as to the availability of such financing on terms acceptable to us. In addition, if a film incurs substantial budget overruns, there can be no assurance that such costs will be recouped, which could have a significant impact on our business, results of operations or financial condition.

Distributors’ failure to promote our programs may adversely affect our business.

Decisions regarding the timing of release and promotional support of our films are important in determining the success of feature film. As with most production companies, for our product distributed by others we do not control the manner in which our distributors distribute our television programs or feature films. Although our distributors have a financial interest in the success of any such feature films, any decision by our distributors not to distribute or promote one of feature films or to promote competitors’ feature films to a greater extent than it promotes ours could have a material adverse effect on our business, results of operations or financial condition.

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We may not be able to compete with larger sales contract companies, the majority of whom have greater resources and experience than we do.

We are very small and unproven entity as compared to our competitors. As an independent production company, we will compete with major U.S. and international film studios. Most of the major U.S. studios are part of large diversified corporate groups with a variety of other operations, including television networks and cable channels, that can provide both the means of distributing their products and stable sources of earnings that may allow them better to offset fluctuations in the financial performance of their motion picture and television operations. In addition, the major studios have more resources with which to compete for ideas, storylines and scripts created by third parties as well as for actors, directors and other personnel required for production. This may have a material adverse effect on our business, results of operations and financial condition.

Our lack of diversification may make us vulnerable to oversupplies in the market.

Most of the major U.S. film studios are part of large diversified corporate groups with a variety of other operations, including television networks and cable channels, which can provide both means of distributing their products and stable sources of earnings that offset fluctuations in the financial performance of their motion picture and television operations. The number of films released by our competitors, particularly the major U.S. film studios, in any given period may create an oversupply of product in the market, and that may reduce our share of gross box-office admissions and make it more difficult for our films to succeed.

Our operating results depend on product costs, public tastes and promotion success.

We expect to generate our future revenue from the development and production of feature films, limited series, feature documentary and animation series. Our future revenues will depend upon the timing and the level of market acceptance of our feature films, as well as upon the cost to produce, distribute and promote these content development. The revenues derived from the production of a feature film depend primarily on the feature film’s acceptance by the public, which cannot be predicted and does not necessarily bear a direct correlation to the production costs incurred. Our Company currently has no revenue or material market following. The commercial success of a feature film also depends upon promotion and marketing and certain other factors. Accordingly, our revenues are, and will continue to be, extremely difficult to forecast.

Our business could be adversely impacted if we are unable to protect our intellectual property rights.

Our ability to compete depends, in part, upon successful protection of our intellectual property. We do not have the financial resources to protect our rights to the same extent as major studios. We will attempt to protect proprietary and intellectual property rights to our production through available copyright and trademark laws and licensing and distribution arrangements with reputable international companies in specific territories and media for limited durations. Despite these precautions, existing copyright and trademark laws afford only limited practical protection in certain countries. As a result, it may be possible for unauthorized third parties to copy and distribute our productions or certain portions or applications of our intended productions, which could have a material adverse effect on our business, results of operations and financial condition.

Litigation may also be necessary in the future to enforce our intellectual property rights, to protect our movie rights, or to determine the validity and scope of the proprietary rights of others or to defend against claims of infringement or invalidity. Any such litigation could result in substantial costs and the diversion of resources and could have a material adverse effect on our business, results of operations and financial condition. We cannot assure you that infringement or invalidity claims will not materially adversely affect our business, results of operations and financial condition. Regardless of the validity or the success of the assertion of these claims, we could incur significant costs and diversion of resources in enforcing our intellectual property rights or in defending against such claims, which could have a material adverse effect on our business, results of operations and financial condition.

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If we fail to maintain effective internal controls over financial reporting, we may be subject to litigation and/or costly remediation and the price of our Common Stock may be adversely affected.

Failure to establish the required internal controls or procedures over financial reporting, or any failure of those controls or procedures once established, could adversely impact our public disclosures regarding our business, financial condition or results of operations. Upon review of the required internal control over financial reporting and disclosure controls and procedures, our management and/or our auditors may identify material weaknesses and/or significant deficiencies that need to be addressed. Any actual or perceived weaknesses or conditions that need to be addressed in our internal control over financial reporting, disclosure of management’s assessment of its internal control over financial reporting or disclosure of our public accounting firm’s attestation to or report on management’s assessment of our internal control over financial reporting could adversely impact the price of our Common Stock and may lead to claims against us.

Geopolitical Conflicts, Global ~~economic~~Economic ~~conditions,~~Instability ~~such~~and asRising ~~COVID-19,~~Operating ~~may~~Costs ~~adversely~~May ~~affect~~Adversely ~~our~~Affect ~~industry,~~Our ~~business~~Business and ~~results~~Results of ~~operations.~~Operations

~~Our~~The ~~overall~~Company ~~performance~~may ~~depends, in part, on worldwide economic conditions which historically is cyclical in character. Key international economies continue to~~ be ~~impacted~~adversely affected by ageopolitical ~~recession~~conflicts, ~~characterized~~global byeconomic ~~falling~~instability, ~~demand for a variety of goods~~ and ~~services,~~other ~~restricted~~international ~~credit~~unrest, ~~going~~including ~~concern~~conflicts ~~threats~~in tothe ~~financial~~Middle ~~institutions,~~East ~~major multinational companies~~ and ~~medium~~other ~~and~~regions. ~~small~~Such ~~businesses,~~events ~~poor~~may ~~liquidity,~~lead ~~declining~~to ~~asset~~increases ~~values, reduced corporate profitability, extreme volatility~~ in ~~credit~~fuel, ~~equity and foreign exchange markets and bankruptcies. By way of example~~transportation, ~~the automotive aftermarket~~production, ~~specifically~~and ~~fuel~~other ~~saving~~operating ~~add-ons such as light-truck tonneau covers~~costs, ~~is typically not~~ as ~~affected~~well ~~by economic slow-down or recession~~ as ~~other~~broader ~~industries~~inflationary orpressures ~~market~~and ~~segments.~~disruptions Inaffecting ~~markets~~the ~~where~~entertainment ~~our sales occur~~ and gomedia ~~into~~industry. ~~recession,~~These ~~these~~factors ~~conditions~~could ~~affect~~increase the ~~rate of spending and could adversely affect our customers~~Company’s ~~ability~~operating orexpenses ~~willingness to purchase our products,~~ and ~~delay~~negatively ~~prospective~~impact ~~customers’~~its ~~purchasing~~business ~~decisions~~operations, ~~all~~financial ~~of which could adversely affect our operating results. In addition~~condition, ~~in a weakened economy, companies that have competing products may reduce prices which could also reduce our average selling prices~~ and ~~harm~~results ~~our~~of ~~operating results~~operations.

Movies, like many other non-essential spending, has been hampered by COVID-19.

Due to the impact of COVID-19 around the world, the Company’s revenue was less than expected as governments around the world entered a lockdown to prevent the spread of COVID-19. Increased current unemployment and loss of income could cause our customers to spend their money elsewhere, on more essential products.

Any further disruptions from an uptick in new infections related to COVID-19 may materially harm out business prospects.

Further upticks in infection, and the related enforcement of governmental restrictions would materially hinder our ability to grow, as it would make it could interrupt our supply chain, as well as the financial condition of our intended customer base.

The movie industry may take longer to recover from the COVID-19 pandemic.

Increased current unemployment and loss of income, as well as any further disruptions from an uptick in new infections related to COVID-19 may materially harm out business prospects. As COVID-19 confirmed cases increase, the Company will have difficulty acquiring getting customers to the theater.

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Risks Related to our Common Stock

The OTC and share value.

Our Common Stock trades over the counter, which may deprive stockholders of the full value of their shares. Our stock is quoted via the Over-The-Counter (“OTC”) OTCQB under the ticker symbol “WNLV”. Therefore, our Common Stock is expected to have fewer market makers, lower trading volumes, and larger spreads between bid and asked prices than securities listed on an exchange such as the New York Stock Exchange or the NASDAQ Stock Market. These factors may result in higher price volatility and less market liquidity for our Common Stock.

Low market price

A low market price would severely limit the potential market for our Common Stock. Our Common Stock is expected to trade at a price substantially below $5.00 per share, subjecting trading in the stock to certain Commission rules requiring additional disclosures by broker-dealers. These rules generally apply to any non-NASDAQ equity security that has a market price share of less than $5.00 per share, subject to certain exceptions (a “penny stock”). Such rules require the delivery, prior to any penny stock transaction, of a disclosure schedule explaining the penny stock market and the risks associated therewith and impose various sales practice requirements on broker-dealers who sell penny stocks to persons other than established customers and institutional or wealthy investors. For these types of transactions, the broker-dealer must make a special suitability determination for the purchaser and have received the purchaser’s written consent to the transaction prior to the sale. The broker-dealer also must disclose the commissions payable to the broker-dealer, current bid and offer quotations for the penny stock and, if the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market. Such information must be provided to the customer orally or in writing before or with the written confirmation of trade sent to the customer. Monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. The additional burdens imposed upon broker-dealers by such requirements could discourage broker-dealers from effecting transactions in our Common Stock.

Lack of market and state blue sky laws

Investors may have difficulty in reselling their shares due to the lack of market or state Blue Sky laws. The holders of our shares of Common Stock and persons who desire to purchase them in any trading market that might develop in the future should be aware that there may be significant state law restrictions upon the ability of investors to resell our shares. Accordingly, even if we are successful in having the shares available for trading on the OTC, investors should consider any secondary market for our securities to be a limited one. We intend to seek coverage and publication of information regarding our Company in an accepted publication which permits a “manual exemption.” This manual exemption permits a security to be distributed in a particular state without being registered if the company issuing the security has a listing for that security in a securities manual recognized by the state. However, it is not enough for the security to be listed in a recognized manual. The listing entry must contain (1) the names of issuers, officers, and directors, (2) an issuer’s balance sheet, and (3) a profit and loss statement for either the fiscal year preceding the balance sheet or for the most recent fiscal year of operations. We may not be able to secure a listing containing all of this information. Furthermore, the manual exemption is a non-issuer exemption restricted to secondary trading transactions, making it unavailable for issuers selling newly issued securities. Most of the accepted manuals are those published in Standard and Poor’s, Moody’s Investor Service, Fitch’s Investment Service, and Best’s Insurance Reports, and many states expressly recognize these manuals. A smaller number of states declare that they “recognize securities manuals” but do not specify the recognized manuals. The following states do not have any provisions and therefore do not expressly recognize the manual exemption: Alabama, Georgia, Illinois, Kentucky, Louisiana, Montana, South Dakota, Tennessee, Vermont, and Wisconsin.

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Penny stock regulations

We will be subject to penny stock regulations and restrictions and you may have difficulty selling shares of our Common Stock. The Commission has adopted regulations which generally define so-called “penny stocks” to be an equity security that has a market price less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exemptions. We anticipate that our Common Stock will become a “penny stock”, and we will become subject to Rule 15g-9 under the Exchange Act, or the “Penny Stock Rule”. This rule imposes additional sales practice requirements on broker-dealers that sell such securities to persons other than established customers. For transactions covered by Rule 15g-9, a broker-dealer must make a special suitability determination for the purchaser and have received the purchaser’s written consent to the transaction prior to sale. As a result, this rule may affect the ability of broker-dealers to sell our securities and may affect the ability of purchasers to sell any of our securities in the secondary market.

For any transaction involving a penny stock, unless exempt, the rules require delivery, prior to any transaction in a penny stock, of a disclosure schedule prepared by the Commission relating to the penny stock market. Disclosure is also required to be made about sales commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements are required to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stock.

We do not anticipate that our Common Stock will qualify for exemption from the Penny Stock Rule. In any event, even if our Common Stock were exempt from the Penny Stock Rule, we would remain subject to Section 15(b)(6) of the Exchange Act, which gives the Commission the authority to restrict any person from participating in a distribution of penny stock, if the Commission finds that such a restriction would be in the public interest.

Rule 144 Risks

Sales of our Common Stock under Rule 144 could reduce the price of our stock. There are 6487,~~725~~308,~~366~~053 issued and outstanding shares of our Common Stock held by affiliates that Rule 144 of the Securities Act defines as restricted securities.

These shares will be subject to the resale restrictions of Rule 144, should we hereinafter cease being deemed a “shell company”. In general, persons holding restricted securities, including affiliates, must hold their shares for a period of at least six months, may not sell more than 1.0% of the total issued and outstanding shares in any 90-day period, and must resell the shares in an unsolicited brokerage transaction at the market price. The availability for sale of substantial amounts of Common Stock under Rule 144 could reduce prevailing market prices for our securities.

No audit or compensation committee

Because we do not have an audit or compensation committee, stockholders will have to rely on our entire Board of Directors, none of which are independent, to perform these functions. We do not have an audit or compensation committee comprised of independent directors. Indeed, we do not have any audit or compensation committee. These functions are performed by our Board of Directors as a whole. No members of our Board of Directors are independent directors. Thus, there is a potential conflict in that Board members who are also part of management will participate in discussions concerning management compensation and audit issues that may affect management decisions.

Security laws exposure

We are subject to compliance with securities laws, which exposes us to potential liabilities, including potential rescission rights. We may offer to sell our shares of our Common Stock to investors pursuant to certain exemptions from the registration requirements of the Securities Act, as well as those of various state securities laws. The basis for relying on such exemptions is factual; that is, the applicability of such exemptions depends upon our conduct and that of those persons contacting prospective investors and making the offering. We may not seek any legal opinion to the effect that any such offering would be exempt from registration under any federal or state law. Instead, we may elect to relay upon the operative facts as the basis for such exemption, including information provided by investor themselves.

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If any such offering did not qualify for such exemption, an investor would have the right to rescind its purchase of the securities if it so desired. It is possible that if an investor should seek rescission, such investor would succeed. A similar situation prevails under state law in those states where the securities may be offered without registration in reliance on the partial pre-emption from the registration or qualification provisions of such state statutes under the National Securities Markets Improvement Act of 1996. If investors were successful in seeking rescission, we would face severe financial demands that could adversely affect our business and operations. Additionally, if we did not in fact qualify for the exemptions upon which we have relied, we may become subject to significant fines and penalties imposed by the Commission and state securities agencies.

No cash dividends

Because we do not intend to pay any cash dividends on our Common Stock, our stockholders will not be able to receive a return on their shares unless they sell them. We intend to retain any future earnings to finance the development and expansion of our business. We do not anticipate paying any cash dividends on shares of our Common Stock in the foreseeable future. Unless we pay dividends, our stockholders will not be able to receive a return on their shares unless they sell them. There is no assurance that stockholders will be able to sell shares of our Common Stock when desired.

We cannot assure you that a market will develop for our Common Stock or what the market price of our Common Stock will be.

There is a limited trading market for our Common Stock. There is no assurance that an active market for our Common Stock will develop as a result of our operation of the businesses of TCG and IQI even if we are successful. If a market does not develop or is not sustained, it may be difficult for you to sell your shares of Common Stock at an attractive price or at all. We cannot predict the prices at which our Common Stock will trade. It is possible that, in future quarters, our operating results may be below the expectations of securities analysts or investors. As a result of these and other factors, the price of our Common Stock may decline or may never become liquid.

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Risks Related to Industry

Success depends on external factors in the film industry.

Operating in the film production industry involves a substantial degree of risk. Each motion picture is a unique piece of art that depends on unpredictable audience reaction to determine commercial success. There can be no assurance that our feature films will be favorably received.

Technological advances may reduce demand for films.

The entertainment industry in general, and the motion picture industry in particular, are continuing to undergo significant changes, primarily due to technological developments. Because of this rapid growth of technology, shifting consumer tastes and the popularity and availability of other forms of entertainment, it is impossible to predict the overall effect these factors will have on the potential revenue from and profitability of feature-length motion pictures.

A decline in the popularity of entertainment, film and leisure activities could adversely impact our business.

Because our operations are affected by general economic conditions and consumer tastes, our future success is unpredictable. The demand for entertainment, film and leisure activities tends to be highly sensitive to consumers’ disposable incomes, and thus a decline in general economic conditions could, in turn, have a material adverse effect on our business, operating results and financial condition and the price of our Common Stock.

Public tastes are unpredictable and subject to change and may be affected by changes in the country’s political and social climate. A change in public tastes could have a material adverse effect on our business, operating results and financial condition and the price of our Common Stock.

A decline in general economic conditions could adversely affect our business.

Our operations are affected by general economic conditions, which generally may affect consumers’ disposable income. The demand for entertainment and leisure activities tends to be highly sensitive to the level of consumers’ disposable income. A decline in general economic conditions could reduce the level of discretionary income that our fans and potential fans have to spend on our live and televised entertainment and consumer products, which could adversely affect our revenues.

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Risks Related to TCG’s Business

Film Production is a long and uncertain business.

Filmmaking is a lengthy process. As an investing technique, it can take anywhere from three to ten years to yield returns. It is also impossible to forecast the size of these returns. In addition, there is no assurance that the project in which we invest will be successful; the size of a project, the degree of investment, or the names associated with the production are not mitigating factors in and of themselves.

If we fail to collect payment on time, we could experience cash flow problems.

Box office earnings are sometimes deceptive. Box office takings and investor profits have minimal correlation. In addition to financiers and various other parties will claim a portion of a film’s earnings. Advertising (usually up to 20% of the production budget), cinema takings (at least 50% or more of ticket sales), distributor and sales agent fees are deducted from the box office totals. Industry anecdotes suggest a film must make ‘twice its budget’ in order to see any profit. Not all film businesses have the same monthly sales. This can be a significant obstacle that might result in late payments or even defaults, which can ruin our long-term credit profile.

Evaluation of investment in films is uncertain.

Our team may be required to undergo a rigorous management decision-making procedure in order to minimise potential project losses caused by invested expenditures. The filmmaking industry is not an exception. It addresses all hazards that can arise during the development, production, and distribution of projects in this industry. Therefore, we may need to ensure that the project has a precise plan, a defined audience, and the ability to be released on schedule. In addition to analysing the existing financial condition, we may need to limit the amount of possible loss. However, that all these options don’t guarantee us the total security.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 1C. CYBERSECURITY

AsThe ofCompany ~~December~~maintains 31processes for assessing, ~~2024~~identifying, ~~the~~and ~~Company~~managing ~~has~~material ~~not~~risks ~~identified~~from ~~any~~ cybersecurity threats, ~~including~~as ~~previous~~part ~~incidents,~~of ~~that~~its ~~have~~overall ~~materially~~enterprise ~~impacted~~risk ~~our~~management ~~business~~framework. ~~strategy,~~These ~~results~~processes ofare applied to information systems supporting the registrant’s Contech AI studio operations, ortechnology ~~financial~~platform, ~~condition~~and intellectual property development activities. ~~This~~Risk ~~assertion~~assessment ~~signifies~~and ~~our~~identification ~~diligent~~occur ~~efforts~~through incontinuous ~~managing~~internal monitoring of network infrastructure, access controls, and ~~mitigating~~data assets by designated management personnel responsible for cybersecurity ~~risks~~oversight. Mitigation measures include implementation of technical controls, ~~contributing~~policy enforcement, and periodic reviews aligned with operational requirements and business objectives. The registrant has not engaged third-party service providers for independent cybersecurity evaluations as of the reporting date; risk evaluation is conducted internally by management with responsibility assigned to the ~~stability~~executive team overseeing compliance and ~~continuity~~information technology functions. Ongoing monitoring of ~~our~~cybersecurity ~~operations~~risks is performed by this management group through regular internal assessments and alignment with the registrant’s risk management program.

The Company recognizes the dynamic nature of cybersecurity threats and incorporates risk management into decision-making processes at all organizational levels. To address third-party service provider risks, the registrant conducts security assessments prior to engagement and maintains continuous oversight to ensure compliance with internal cybersecurity standards. Quarterly reviews by management and evaluation by internal security resources are utilized where applicable.

As of December 31, 2025, the Company has not identified any cybersecurity threats, including previous incidents, that have materially impacted our business strategy, results of operations, or financial condition. This assertion signifies our diligent efforts in managing and mitigating cybersecurity risks, contributing to the stability and continuity of our operations.

ITEM 2. PROPERTIES

Our mailing address is 50 West Liberty Street Suite 880, Reno NV 89501. The Company’s wholly owned subsidiary’s, ~~TCG’s, address is 8383 Wilshire Blvd, Suite 255, Beverly Hills, CA 90211. The Company’s wholly owned subsidiary’s,~~ IQI’s, monthly month-to-month leased office address is 1055 East Colorado Boulevard, Suite 500, Pasadena, California 91106, United States. The monthly fees are $1,129~~.00~~ until February 29, 2024 and increased to $2,160 per month for IQI ~~and do not apply for TCG, respectively~~.

ITEM 3. LEGAL PROCEEDINGS

The Company is not presently a party to any legal proceedings. We may from time to time be involved in various claims and legal proceedings of a nature we believe are normal and incidental to the entertainment finance and production business. These matters may include intellectual property, employment and other general claims. We accrue for contingent liabilities when it is probable that a liability has been incurred and the amount can be reasonably estimated. Regardless of outcome, litigation can have an adverse impact on us because defense and settlement costs, diversion of management resources and other factors.

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During the past ten years no current or incoming director, executive officer, promoter, or control person of the Company has been involved in the following:

(1)

A petition under the Federal bankruptcy laws or any state insolvency law which was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

(2)

Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

(3)

Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended, or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:

Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

ii.

Engaging in any type of business practice; or

iii.

Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

(4)

Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;

(5)

Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

(6)

Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

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(7)

Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

Any Federal or State securities or commodities law or regulation; Or

ii.

Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease and desist order, or removal or prohibition order; Or

iii.

Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; Or

(8)

Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

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PART II

Market Information

Our common stock is quoted on the OTCQB tier of the OTC Markets Group under the symbol, “WNLV.” The OTC Market is a computer network that provides information on current “bids” and “asks,” as well as volume information.

The following table sets forth the range of high and low closing bid quotations for our common stock for each of the periods indicated as reported by the OTC Markets. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

	High		Low
2025	High		Low
First Quarter (January 1 – March 31)	$	0.75	$	0.06
Second Quarter (April 1 – June 30)		0.55		0.15
Third Quarter (July 1 – September 30)		0.30		0.06
Fourth Quarter (October 1 – December 31)		0.06		0.002
2024
First Quarter (January 1 – March 31)	$	8.92	$	0.51
Second Quarter (April 1 – June 30)		1.95		0.18
Third Quarter (July 1 – September 30)		1.32		0.37
Fourth Quarter (October 1 – December 31)		0.84		0.06
2023
First Quarter (January 1 – March 31)	$	8.50	$	4.00
Second Quarter (April 1 – June 30)		4.00		4.00
Third Quarter (July 1 – September 30)		4.00		4.00
Fourth Quarter (October 1 – December 31)		8.92		3.11

Holders

On ~~March 11~~May 1, ~~2025~~2026 the closing bid price of our common stock as reported on the OTCQB was $0.410029 and there were approximately ~~204~~206 shareholders of record. The number of record holders does not include beneficial owners of common stock whose shares are held in the names of banks, brokers, nominees, or other fiduciaries.

Dividends

We have not declared any dividends since inception and we do not anticipate paying any dividends in the foreseeable future on our common stock. The payment of dividends is within the discretion of the Board of Directors and will depend on our earnings, capital requirements, financial condition, and other relevant factors. There are no restrictions that currently limit our ability to pay dividends on our common stock other than those generally imposed by applicable state law.

Securities Authorized for Issuance Under Equity Compensation Plans

None.

Recent Issuances and Sales of Unregistered Securities

During the year ended December 31, ~~2024~~2025, the Company recorded the issuances of unregistered securities of an aggregate of ~~233~~1,~~000~~625,208 shares of common stock of the Company to the parties listed below.

XU SHU QIN & HUANG XUEFENG

2. ~~PATRICK~~VINCENT ~~PENG~~CHUEN ~~LIU~~LAU

3. ~~WICHITA~~CHARLENE ~~STATE UNIVERSITY FOUNDATION~~LOGAN

1800 Diagonal Lending LLC

The above issuances and sales were made pursuant to an exemption from registration as set forth in Rule 506 of Regulation D and Section 4(a)(2) of the Securities Act.

ITEM 6. [RESERVED]

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of the financial condition and results of operations of Winvest Group Ltd. (the “Company” or “Winvest”) should be read in conjunction with our consolidated financial statements and the accompanying notes thereto included elsewhere in this Annual Report on Form 10-K. References in this Management’s Discussion and Analysis of Financial Condition and Results of Operations to “us,” “we,” “our,” and similar terms refer to the Company. This Annual Report on Form 10-K includes forward-looking statements, as that term is defined in the federal securities laws, based upon current expectations that involve risks and uncertainties, such as plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors. Words such as “anticipate,” “estimate,” “plan,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions are used to identify forward-looking statements. We caution you that these statements are not guarantees of future performance or events and are subject to a number of uncertainties, risks and other influences, many of which are beyond our control, which may influence the accuracy of the statements and the projections upon which the statements are based. Reference is made to “Risk Factors,” which are included elsewhere in this Annual Report on Form 10-K.

Overview

Business Overview

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

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

Subsequently, WSPVA has been permanently revoked by the Nevada Secretary of State and no longer a subsidiary of the Company.

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

We19 ~~are~~Table ~~an early-stage company and making effort to reinstate the business. Our limited start-up operations have consisted~~ of the formation of our business plan and identification of our target market. We will require the funds from this offering in order to fully implement our business plan as discussed in the “Plan of Operation” section. During the period from November 2012 through April 2020, the Company was dormant.Contents

28During ~~Table~~the ofperiod ~~Contents~~from November 2012 through April 2020, the Company was dormant.

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

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

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

OnOther ~~April 14,~~than ~~2021~~as described below, ~~the~~there ~~existing~~are ~~director~~no ~~and~~arrangements ~~officer~~or ~~resigned~~understandings ~~immediately.~~among ~~Accordingly,~~both ~~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 April 14, 2021, ~~Mr. Wan Nyuk Ming consented to act as~~ the ~~new~~existing ~~Chairman~~director and aofficer ~~member~~resigned ~~of the Board of Directors of the Company; Mr~~immediately. Ng ~~Chian~~Accordingly, ~~Yin~~David ~~consented~~Lazar, toserving ~~act~~ as ~~Managing~~a ~~Director~~director ~~(MD)~~ and aan ~~member~~officer, ofceased ~~the~~to ~~Board~~be ~~of Directors of~~ the Company;’s ~~Mr. Jeffrey Wong Kah Mun consented to act as the new~~ Chief Executive Officer, ~~(CEO)~~Chief ~~and~~Financial aOfficer, ~~member~~President, ofTreasurer, ~~the~~Secretary, ~~Board~~and ofa ~~Directors of the Company~~Director.

~~Finally,~~On ~~also on April~~September 14, 2021, MsThe Board of Directors of Zyrox Mining International, Inc. ~~Tham~~voted ~~Yee~~to ~~Wen~~change ~~was~~the ~~appointed~~company’s asfiscal ~~Secretary~~year ~~and~~end ~~Chief~~from ~~Operating~~May 31st ~~Officer~~to ~~(COO)~~December 31st in order to align it with its intended acquisition target. The Board of Directors of the Company; Msapproved this change on September 14, 2021. ~~Boo~~The ~~Shi~~change ~~Huey~~in ~~was~~fiscal ~~appointed~~year asbecame ~~Treasurer~~effective offor the ~~Company~~company’s 2021 fiscal year, which began June 1, 2021 and ended December 31, 2021.

On September 14, 2021, The Board of Directors of Zyrox Mining International, Inc. voted to change the company’s fiscal year end from May 31st to December 31st in order to align it with its intended acquisition target. The Board of Directors of the Company approved this change on September 14, 2021. The change in fiscal year became effective for the company’s 2021 fiscal year, which began June 1, 2021 and ended December 31, 2021. Accordingly, the Company is filing this transition report on Form 10-KT for the seven-month period from June 1, 2021, through December 31, 2021

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

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

On December 29, 2021, FINRA declared the ~~latest~~Name ~~name~~Change ~~change~~ and athe 1Reverse ~~for 250 reverse stock split went~~ effective. Also on December 29, 2021, the Company was informed by FINRA that the Company’s ticker symbol would be changed to “WNLV” in twenty business days. The Company’s stock symbol changed to WNLV on January 27, 2022.

On May 16, 2022, Winvest Group Ltd. (“WNLV,” or the “Company”) entered into a share exchange agreement (the “Share Exchange Agreement”) with The Catalyst Group Entertainment, LLC (“TCG”), a California limited liability company, Joseph S. Lanius (“Lanius”), Nicholas D. Burnett (“Burnett”) and Khiow Hui, Lim (“Khiow,” “Burnett,” and together with Lanius, the “TCG Shareholders”), the sole officers, directors, and shareholders of TCG, IQI Media Inc. (“IQI”), a California corporation, 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.

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~~Immediately~~Consequently, ~~after~~the ~~completion~~Company ofhas ~~such~~ceased ~~share~~to ~~exchange,~~fall under the ~~Company~~definition ~~had~~of ashell ~~total~~company as define in Rule 12b-2 under the Exchange Act of 171934,~~411,217~~ ~~issued~~as ~~and~~amended ~~outstanding~~(the ~~shares,~~“Exchange ~~with~~Act”) ~~authorized~~and ~~share~~TCG ~~capital~~and ~~for~~IQI ~~common~~are ~~share~~now ofwholly ~~4,500,000,000~~owned subsidiaries.

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

On June 13, 2022, the Board of Directors of Winvest Group Ltd. (the “Company”) appointed Khiow Hui, Lim to the Corporation’s Board of Directors.

On May 14, 2024, the Board of Directors of Winvest Group Ltd. (the “Company”) accepted the resignation of Tham Yee Wen as the Company’s Chief Operating Officer (COO). The Company is unaware of any disagreement causing Ms. Tham Yee Wen’s resignation.

TCG Business Overview

TCG is a finance and production company for the media and entertainment sector located in the city of Beverly Hills, California, headed by ~~Joseph S. Lanius, Nick D. Burnett and~~ Khiow Hui, Lim with over 25 years’ experience in the film industry, encompassing film finance, production and distribution. In early 2025, TCG significantly scaled down its operations, and its bank accounts were formally closed in February 2026.

TCG’s ~~focuses~~intended focus is on opportunities comprised of global emerging film, television and media projects.

Film ‘packages’ from studios, production companies and independent producers are continuously seeking funds from media financing companies such as The Catalyst Group Entertainment. These film packages usually are submitted with a fully developed script, director, primary cast, production schedules and a budget as well as a proposed finance plan.

While we have no existing agreements with any production or distribution entities, our founding members believe that current and anticipated market trends are ideal for the launch of a debt facility with industry veterans that have a strong background in financing and production and media technology. Our team has an excellent industry network of associates that have worked with film studios, globally known talent and packaging agencies, and management companies.

IQI Business Overview

IQI is a full-service content creation, film and advertising production company located in the City of Pasadena, California. Our producers’ team are keen on managing all aspects of a multi-languages project throughout its life cycle from conception and strategy to design, development and delivery. IQI Media, Inc founded by Khiow Hui, Lim in August 2010, a native Malaysia born producer graduated from Wichita State University. She has been producing from small to large scale video, film productions for more than 20+ years.

The IQI production team is a true believer in post-covid “Filmmaking+” and “Cinema+” landscape. ~~If the motherland is full of viruses, we are should have died by now. Apparently, our motherland can heal itself without a doubt.~~

When a movie or television show shoots on location, it brings jobs, revenue, and related infrastructure development, providing an immediate boost to the local economy.

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Business Model

IQI currently has the following programs and ConTech (Content Technology) in production pipeline:

(1)

MaiContent Aggregator Solution Platform

(2)

Original Content Development Slate + Producing Services

(3)

Content Management Solution and Services

Recent Developments

There have been no material developments affecting the Company.

Results of Operations for the Twelve Months Ended December 31, ~~2024~~2025, compared to the Twelve Months Ended December 31, ~~2023~~2024

Revenue

Our revenues for the year ended December 31, ~~2024~~2025, were $7778,~~340~~426, as compared to revenues of $~~339~~77,~~943~~340 during the year ended December 31, ~~2023.~~2024, ~~The~~representing ~~decrease~~a inslight ~~revenues~~increase isof ~~attributable to decreased revenue at both IQI and Winvest. The decrease in revenues was primarily due to the contracts ended with Pacific Range Hood and Superco Home Appliances in 2023~~$1,086, ~~which~~or ~~significantly~~approximately ~~impacted revenue contributions from IQI~~1.4%.

The relatively stable revenue year-over-year was primarily attributable to the project-based nature of the Company’s operations and continued customer concentration. In 2024, the Company’s revenue was largely driven by a significant one-time engagement with a major customer.

Similarly, in 2025, revenue was also concentrated in a limited number of customers, with a significant portion derived from a major engagement with TEN ENTERTAINMENT CO, alongside additional services provided to BIOCALTH and a smaller engagement with ROUNDTABLE.

Overall, while the specific customers and engagements differed between the two periods, both years were characterized by reliance on a limited number of project-based transactions, resulting in relatively consistent total revenue.

Cost of revenue

Our cost of revenues for the year ended December 31, 2025, was $46,408, compared to $80,025 for the year ended December 31, 2024, representing a decrease of $33,617, or approximately 42%. The decrease in cost of revenues was primarily due to a reduction in the number of client projects undertaken during the current period.

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Gross profit/(loss)

Our gross profit for the year ended December 31, 2025, was $32,018, compared to gross loss of $2,685 for the year ended December 31, 2024, representing an improvement of $34,703. The improvement in gross profit was primarily attributable to changes in the cost structure of the Company’s project-based engagements. In 2024, the Company incurred higher direct costs associated with certain service engagements, resulting in a gross loss. In contrast, in 2025, the Company achieved improved cost efficiency across its projects, leading to a positive gross profit.

Operating expenses

Our operating expenses were $~~760~~608,~~298~~859 for the year ended December 31, ~~2024~~2025, as compared to $1760,~~098,460~~298 for the year ended December 31, ~~2023~~2024. The operating expenses are mainly attributable to advertising expenses, audit fees, legal services fees, other professional fees, salary and stock compensation expense. The decrease in operating expenses was primarily attributable to a reduction in audit fees, which decreased significantly from $155,550 in 2024 to $54,000 in 2025.

Other expenses, net

Our other expenses, net for the year ended December 31, 2025, were $14,467,825, compared to $318,064 for the year ended December 31, 2024, representing an increase of $14,149,761. The increase in other expenses was primarily due to higher interest expense arising from the convertible notes and a loss on investment in the current year. The loss on investment was mainly attributable to the write-off of Infinity Fund Australia (“IFA”) investment.

Net loss

As a result of the foregoing, we incurred a loss of $115,~~081~~044,~~047~~666 or $(0.~~004~~14) per share for the year ended December 31, ~~2024~~2025, compared to a loss of $~~875~~1,~~464~~081,047 or $(0.05004) per share for the year ended December 31, ~~2023~~2024.

Liquidity and Capital Resources

We had $~~181~~44,~~522~~072 in cash on hand as of December 31, ~~2024~~2025.

~~Net~~Management ~~cash~~is ~~used~~actively inimplementing ~~operating~~measures ~~activities~~to ~~for~~address the ~~year~~working ~~ended~~capital ~~December 31~~shortfall, ~~2024,~~including ~~was~~pursuing ~~$351,109~~additional ~~compared~~equity ~~to $230~~financing,~~075~~ incontinuing ~~net~~to ~~cash~~manage ~~used~~operating ~~for~~costs ~~the year ended December 31~~prudently, ~~2023.~~and ~~The~~advancing ~~increase~~the inprogress ~~net~~of ~~cash~~film ~~used~~production isproject ~~primarily attributable~~ to ~~increase~~generate infuture ~~net~~revenue ~~loss,~~streams. ~~non-cash~~The ~~movements~~Company ~~for~~believes ~~loss~~that ~~from~~these ~~sale of investment~~initiatives, ~~provision~~together ~~for~~with ~~doubtful~~its ~~debts,~~ongoing ~~contingencies,~~efforts ~~increase~~to inexpand ~~accounts~~business ~~receivable~~operations, ~~increase~~will inimprove ~~prepaid~~liquidity ~~expenses, increase in other assets~~ and ~~decrease~~support inits ~~accounts~~ability ~~payable~~to ~~contra~~continue byas ~~decrease~~a ingoing ~~accounts receivable others and increase in accrued liabilities and project advances~~concern.

Net cash ~~provided~~used byin ~~investing~~operating activities for the year ended December 31, ~~2024~~2025, was $~~262~~551,~~018~~290 compared to $0351,109 in net cash used for the year ended December 31, ~~2023~~2024. ~~due~~The increase in net cash used is primarily attributable to ~~the~~increase in net loss, derivative fair value change, increase in ~~proceeds~~prepaid ~~from~~expenses, ~~sale~~decrease ofin accrued liabilities and project advances contra by interest expense, loss on investment, bad debts and prepayment written off, share-based compensation to employee, contingencies and write-off of other receivable, increase in accounts payable.

Net cash provided by investing activities for the year ended December 31, ~~Table~~2025, was $0 compared to $262,018 for the year ended December 31, 2024 due to the increase in proceeds from sale of ~~Contents~~investment in year 2024.

~~Net~~23 ~~cash~~Table provided by financing activities was $225,543 for the year ended December 31, 2024, compared to $237,997 for the year ended December 31, 2023. The decrease in 2024 compared to 2023 is primarily attributable to due to issuance of ~~share capital in 2024 and proceeds from related party loans contra by loan proceeds.~~ Contents

Net cash provided by financing activities was $413,840 for the year ended December 31, 2025, compared to $225,543 for the year ended December 31, 2024. The increase in 2025 compared to 2024 is primarily attributable to due to issuance of share capital and convertible promissory notes in 2025.

Employees

WNLV, TCG, ~~IQI~~ and BBIQI currently have an aggregate of 53 employees. We anticipate hiring additional employees in the next twelve months. We anticipate hiring necessary personnel based on an as needed basis.

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 ~~Policies and~~ Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

WeThe ~~believe that the following~~ critical ~~policies~~accounting ~~affect our more significant judgments and~~ estimates ~~used~~have inbeen ~~preparation~~identified ofas ~~our consolidated financial statements.~~follows:

~~Critical~~Convertible ~~Accounting~~Promissory ~~Policies and Estimates~~Notes

~~The~~Convertible ~~SEC~~Promissory ~~has~~Notes ~~defined~~are acategorized ~~company’s critical accounting policies~~ as ~~the~~equity ~~ones~~or ~~that~~debt ~~are~~based ~~most~~on ~~important to~~ the ~~portrayal~~terms of the ~~Company’s~~notes ~~financial condition~~ and ~~results of operations and which require~~ the ~~Company~~guidance toin ~~make~~ASC ~~its~~480, ~~most~~Distinguishing ~~difficult~~Liabilities ~~and~~from ~~subjective judgments~~Equity, ~~often~~and asASC ~~a result of the need to make estimates of matters that are inherently uncertain. Based on this definition~~815, weDerivatives ~~have identified the critical accounting policies~~ and ~~judgments addressed below~~Hedging. ~~We also have other key accounting policies that are significant to understanding our results.~~

~~Basis~~Convertible Notes that meet the criteria for equity classification (e.g., conversion into a fixed number of ~~Presentation~~shares with no obligation to deliver cash) are recorded in equity at issuance. Instruments classified as equity are not subsequently remeasured, and no interest expense is recognized.

~~The~~Convertible ~~consolidated~~notes that include a contractual obligation to deliver cash or other financial ~~statements~~assets, ofor that do not meet the ~~Company~~criteria ~~have~~for ~~been~~equity ~~prepared~~classification, are recorded as debt. These notes are initially recognize at the principal amount, net of discounts and issuance costs in accordance with ~~generally~~ASC ~~accepted~~480-10-55-44 ~~accounting~~on ~~principles~~the inconsolidated ~~the~~balance ~~United~~sheets, ~~States~~and fair value of ~~America~~embedded ~~(“U~~derivatives in accordance with ASC 815.S The debt portion is subsequently measured at amortized cost using the effective interest method. ~~GAAP”)~~Interest ~~and~~expense ~~are~~is ~~expressed~~recognized in ~~Canadian~~the ~~dollars~~statement of operations.

32The ~~Table~~Company ofaccounts ~~Contents~~for derivative financial instruments, including embedded derivatives, in accordance with Accounting Standards Codification (ASC) 815, Derivatives and Hedging. Under this guidance, the Company evaluates whether an embedded feature within a financial instrument is required to be accounted for separately as a derivative.

~~Use~~Embedded derivatives that are not clearly and closely related to the host contract, that meet the definition of ~~Estimates~~a derivative, and that are not eligible for the scope exceptions under ASC 815, are bifurcated from the host instrument and accounted for as separate derivative financial instruments. These derivatives are recognized as either assets or liabilities on the balance sheet and are measured at fair value, with changes in fair value recognized in the consolidated statements of operations in the period in which they occur.

~~The~~24 ~~preparation~~Table of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of liabilities and disclosure of contingent assets and liabilities, at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates relate to revenue recognition, valuation of accounts receivable and inventories, investments 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 consolidated 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.Contents

Revenue Recognition

The Company recognizes revenue in accordance with FASB ASC Topic 606, Revenue from Contracts with Customers. Revenue is recognized when control of the promised goods or services is transferred to customers in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services.

The Company’s primary sources of revenue are from content creation and advertising services, which are generally provided under contractual arrangements with customers. Revenue is recognized based on the following five-step model:1. Identify the contract with the customer:

A contract is established when it is approved by both parties, has commercial substance, identifies rights and payment terms, and it is probable that the Company will collect the consideration.

The contracts with customers, establish legally enforceable rights and obligations that define a tailored scope of services based on each client’s requirements. These contracts outline the fees charged, payment terms, contract durations, and services provided. The company provides a single integrated service consisting of social media content creation, video production, analytics, and ad performance reporting.

The Company entered into certain engagements with clients through communication platforms such as WeChat, without executing formal written agreements. However, the communications clearly outlined the scope of services, payment terms, and resulted in invoices being issued to clients, detailing the services rendered. Based on ASC 606-10-25-1, the criteria for identifying a contract have been met—namely, the parties have approved the arrangement, each party’s rights and payment terms are identifiable, the contract has commercial substance, and collection is probable. Accordingly, these arrangements are considered contracts under ASC 606, and revenue recognition is appropriate.

2. Identify the performance obligations in the contract:

Each contract is evaluated to determine the distinct goods or services promised. The contracts specify the scope of services provided by the Company, which include social media content creation, video production, analytics, and ad performance reporting. Although these services may appear distinct in nature, they cannot be sold separately within the context of the agreement, as each service is dependent on the others to deliver the intended marketing outcome.

3. Determine the transaction price:

The Company invoices the client at the end of the contract, with a fixed transaction price agreed upon during the initial engagement. Revenue is recognized at a point in time, specifically when the Company has completed all contracted services and transferred control of the final deliverables to the client. This aligns with ASC 606-10-25-30, as the client obtains the ability to direct the use of and benefit from the completed marketing package only upon delivery. Accordingly, revenue is recognized at the point when the client accepts the final output of the services.

In certain engagements, of the prior financial year, the Company also earned a variable consideration in the form of a profit-sharing component, with one customer, where additional revenue was contingent on the customer’s sales performance. Under ASC 606, this profit-sharing qualifies as variable consideration because the amount is not fixed at contract inception and depends on future sales. Revenue from variable consideration is included in the transaction price only when it is highly probable that no significant reversal will occur (constraint on variable consideration).

33 Table of Contents

4. Allocate the transaction price to performance obligations in the contract:

All services provided by the Company are bundled into a single performance obligation, therefore the entire transaction price—including both the fixed monthly fee and any variable consideration—is allocated to this single obligation. Given that the services are highly interrelated and delivered continuously over the contract period, revenue is recognized as the services are performed. This approach ensures that revenue recognition accurately reflects the transfer of services to the client over time.

5. Recognize revenue when or as the Company satisfies a performance obligation

Revenue is recognized only when the performance obligations has been completed and control has been transferred to the client.

Principal vs. Agent Considerations

The Company evaluates its role in providing services to determine whether it is acting as a principal or an agent, in accordance with ASC 606. The Company is considered a principal when it controls the specified goods or services before transferring them to the customer. In such cases, revenue is recognized on a gross basis for the amount to which the Company expects to be entitled.

For its content creation and advertising and marketing services, the Company acts as a principal, as it is primarily responsible for the fulfilment of services, including content development, production, analytics, and delivery to the client. The Company controls the service outputs before they are transferred and assumes the risks associated with performance. Accordingly, revenue is presented on a gross basis..

Recent Accounting Pronouncements

~~There~~Please ~~are~~refer noto ~~recent~~Note ~~accounting~~2 ~~pronouncements~~to ~~that~~the ~~impact~~consolidated ~~the~~financial ~~Company’s~~statements ~~operations~~included elsewhere in this Form 10-K for a discussion of recent accounting pronouncements.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Reference is made to pages F-1 through F-15 comprising a portion of this Annual Report on Form 10-K.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Not applicable.

ITEM 9A. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, the company’s principal executive and principal financial officers and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:

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

	·	Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

	·	Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

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Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with accounting principles generally accepted in the United States. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives. ~~Our 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 December 31, ~~2024~~2025 ~~and December 31, 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~~Nevertheless, our management has evaluated and concluded that we did not maintain effective internal control over financial reporting as of December 31, ~~2024~~2025, 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.

Identified Items That May be Material Weaknesses

A material weakness in internal control over financial reporting is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the financial statements will not be prevented or detected.

Management identified the following material weakness during its assessment of internal controls over financial reporting as of December 31, ~~2024~~2025.

We do not have adequate segregation of duties and effective risk assessment – Lack of segregation of duties and effective risk assessment may cause the Company to face the likelihood of fraud or theft, due to poor oversight, governance and review to detect errors.

Accordingly, the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.

As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of December 31, ~~2024~~2025 based on criteria established in in COSO Internal Control - Integrated Framework (ICIF-2013).

Management’s Remediation Initiatives

In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:

	1.	We intend to add staff members to our management team ~~for~~to ~~making~~ensure ~~sure~~ that information required to be disclosed in our reports filed and submitted under the Exchange Act is recorded, processed, summarized and reported as and when required and will the staff members will have segregated responsibilities with regard to these responsibilities.
	2.	We plan to create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function. The accounting personnel is responsible for reviewing the financing activities, facilitate the approval of the financing, record the information regarding the financing, and submit SEC filing related documents to our legal counsel in order to comply with the filing requirements of SEC.

To mitigate this weakness during the current fiscal year, the Company has engaged external outsourced accountants to assist with financial reporting and to provide an additional layer of professional oversight and review of the Company’s accounting records and internal controls.

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 December 31, ~~2024~~2025 and December 31, ~~2023~~2024, that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Set forth below is certain information concerning the directors and executive officers of the Company.

On April 14, 2021, Mr. Wan Nyuk Ming was appointed Chairman of the Board of Directors, Mr. Ng Chian Yin was appointed MD of the Board of Directors, Mr. Jeffrey Wong Kah Mun was appointed Chief Executive Officer and a Director, Ms. Tham Yee Wen, was appointed Secretary cum COO, Ms. Boo Shi Huey was appointed Treasurer of the Company.

On May 25, 2022, the Board of Directors of Winvest Group Ltd. (the “Company”) appointed Khiow Hui, Lim as the Corporation’s Chief Strategic Officer and Charlene Logan Kelly as the Corporation’s Chief Intellectual Officer. On June 13, 2022, the Board of Directors of Winvest Group Ltd. (the “Company”) appointed Khiow Hui, Lim to the Corporation’s Board of Directors. On June 29, 2022, the Board of Directors of Winvest Group Ltd. (the “Company”) accepted the resignation of Tham Yee Wen as the Company’s Secretary. Also, on June 29, 2022, the Board of Directors of the Company appointed Khiow Hui, Lim as the Company’s Secretary.

~~Mr. Joseph~~On S.July ~~Lanius~~31, is2025, athe ~~founder~~Company ~~and~~has anreceived ~~executive~~the ~~producer~~formal ofwritten ~~TCG.~~notice ~~Mr. Nicholas~~from DMs. ~~Burnett~~Charlene isLogan aKelly ~~co-founder~~confirming ~~and~~her ~~executive~~resignation ~~producer~~from the position of ~~TCG.~~Chief ~~Ms.~~Intellectual ~~Khiow~~Officer ~~Hui~~(CIO), ~~Lim~~effective isas ~~a co-founder and executive producer~~ of ~~TCG~~June ~~and~~28, ~~IQI~~2025. Ms. ~~Charlene~~ Logan Kelly’s isresignation ~~also~~was annot ~~executive~~due ~~producer~~to ofany ~~IQI~~disagreement with the Company on any matter relating to its operations, policies, or practices.

Name	Age	Position(s)
Wan Nyuk Ming	55	Chairman of the Board of Directors
Ng Chian Yin	34	MD of the Board of Directors
Jeffrey Wong Kah Mun	45	Chief Executive Officer and Director
Khiow Hui, Lim	50	Director, Secretary and Chief Strategic Officer, Founder of IQI and Co-founder of TCG
Charlene Logan Kelly	52	Chief Intellectual Officer and Executive producer of IQI
Boo Shi Huey	35	Treasurer
Joseph S. Lanius	47	Founder and an executive producer of TCG
Nicholas D. Burnett	42	Co-founder and executive producer of TCG

Name	Age	Position(s)
Wan Nyuk Ming	56	Former Chairman of the Board of Directors
Ng Chian Yin	35	Former MD of the Board of Directors
Jeffrey Wong Kah Mun	46	Chief Executive Officer, Chief Financial Officer and Director
Khiow Hui, Lim	51	Chairman of the Board, Director, Secretary and Chief Strategic Officer, Founder of IQI and Co-founder of TCG
Boo Shi Huey	36	Treasurer

Biographies

Mr. Wan Nyuk Ming, age 5556, Former Chairman of the Board of Directors, previously worked as the Managing Director of Mega7 Holding Sdn Bhd from 2017 to 2019, where he supervised the day-to-day operations of the company, managed delivery teams, and was directly responsible for business support functions as a head of the business. From 2012 to 2017, he was the Managing Director of M Academy International Sdn Bhd. With over 30 years of experience and hard work, he is a successful remarkable entrepreneur and a practical international market strategist.

Mr. Ng Chian Yin, age 3435, Former MD of the Board of Directors, with ten years of experience in running a company’s core business, where he expanded his strategy skill with “New Thinking, New Creativity, and New Generation” to meet the new era of emerging financial technology in his career path. He has been the Marketing Director of his own company, Philocity Holdings Sdn Bhd since August 2019. He was the Senior Sales & Technology Manager at Milletique Technology Sdn Bhd from July 2018 to July 2019.

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Mr. Jeffrey Wong Kah Mun, age 4546, CEO of the Board of Directors, has over 18 years of exposure in the fields of health, beauty, wellness products, online and education. He previously worked as Chief Operating Officer at Linton University and three affiliated Institutes, Pertama Institute of Technology (ITP), Jati Institute, and International Institute of Science Mantin from 2017 to 2020, where he oversaw, developed, and expanded the ~~built~~Built of Environment, Information Technology, Business & Accounting, and Applied & Visual Arts.

Ms. Boo Shi Huey, age 3536, Treasurer of the Company. She worked at Philocity Holdings Sdn Bhd, as a Sr. Account Executive from February 2020 to the present. She worked as an Account Executive to Syarikat Elektrik Siang Sdn Bhd from October to December 2019. She previously worked as a Finance Executive cum Admin at Mega7 Holding Sdn Bhd, from January 2019 to July 2019. She has extensive account experience and is able to work at different perspectives and adjust workflow as change arises.

MrMs. ~~Joseph~~ S.Khiow ~~Lanius~~Hui, Lim, age 4751, ~~Founder~~Chairman ~~and~~of anthe ~~executive~~Board, ~~producer~~Director, ~~of TCG~~Secretary, isChief anStrategic ~~entertainment~~Officer, ~~attorney~~Founder ~~who~~of ~~specializes~~IQI inand ~~distribution,~~Co-founder ~~finance~~of TCG, and ~~production~~hails ~~legal~~from ~~affairs~~Melaka, Malaysia. HeKhiow ~~also~~Hui ~~provides~~began ~~executive~~her ~~producing~~career ~~services~~at tothe ~~motion~~Media ~~picture~~Resources ~~producers~~Center ~~and~~in ~~production~~Wichita, ~~companies~~Kansas, ~~offering~~which ~~consulting~~was ona ~~financial~~subsidiary ~~structuring~~ and ~~investment,~~syndication ~~and~~station ~~direct~~of ~~distribution~~The ~~sources~~Discovery inChannel. ~~the~~Starting ~~United~~as ~~States~~a ~~and~~production ~~the~~assistant, ~~Middle~~she ~~East.~~rose ~~Before~~to ~~entering~~become ~~private~~a ~~practice,~~segment ~~Joseph~~producer ~~served~~and aseventually ~~Lead~~a ~~Counsel~~ full-fledged ~~Business~~producer ~~& Legal Affairs~~ for ~~After~~the ~~Dark~~station. ~~Films~~In 1997, ~~where~~Khiow heHui was ~~responsible~~hired ~~for~~by ~~overseeing~~Fox ~~distribution~~Television ~~and~~Network ~~financial~~(FOX ~~structuring~~24/UPN), ~~for~~now ~~the~~a ~~After~~division ~~Dark~~of ~~Originals~~iHeart ~~and~~MEDIA, ~~After~~to ~~Dark~~produce ~~Action~~and ~~slates~~direct aspublic ~~well~~service asannouncements ~~individual~~(PSAs) ~~titles~~for ~~consisting~~the ofMidwest ~~over~~region. 20In ~~feature~~2011, ~~films.~~Khiow ~~Prior~~Hui tofounded iQiMedia that, hehelps ~~was~~advertising ~~Director~~agencies, ofnew ~~Business~~media companies and S&P ~~Legal~~500 ~~Affairs~~to ~~for~~create IMintuitive ~~Global,~~experiences ~~where~~for hea ~~focused~~diverse onrange ~~distribution~~of ~~for~~new ~~the~~emerging ~~various~~media. ~~films~~She IMhas ~~Global~~worked ~~represented~~with ~~including~~global ~~the~~renowned ~~PARANORMAL~~advertising ~~ACTIVITY~~agencies, ~~and~~new ~~INSIDIOUS~~media ~~franchises~~companies asand ~~well~~managed asbrands ~~COMPANY~~like ~~MEN~~AIG, ~~(Kevin~~AT&T, ~~Costner~~Toyota, ~~Tommy~~Caesars ~~Lee~~Entertainment ~~Jones)~~Corporation, ~~BULLET~~Tencent, TOApple, ~~THE~~Sony ~~HEAD~~Entertainment, ~~(Sylvester~~Ogilvy, ~~Stallone)~~Dentsu and ~~SAFE (Jason Statham)~~more. ~~Since~~At ~~entering~~IQI, ~~private~~she ~~practice,~~has ~~some~~managed offeature ~~Joseph’s~~film ~~current~~production, commercial and ~~former~~interactive ~~clients~~development, ~~include~~budgets ~~Sparkhouse~~of ~~Media,~~up ~~Benaroya~~to ~~Pictures,~~$40 ~~Mulberry~~million ~~Pictures,~~and ~~International~~overseen ~~Film~~union ~~Trust,~~production ~~QED~~crews ~~International~~of ~~and~~more ~~Highland~~than ~~Film~~80 ~~Group~~people. A ~~few~~native of ~~the~~Malaysia, ~~pictures~~Khiow ~~Joseph~~Hui ~~has~~holds ~~helped~~a ~~bring~~BA toin ~~worldwide~~Electronic ~~audiences~~Arts ~~include~~from ~~CELL~~Wichita ~~(John~~State ~~Cusack,~~University. ~~Samuel~~Khiow L.Hui ~~Jackson),~~is ~~478~~also ~~(Arnold~~one ~~Schwarzenegger)~~of ~~QUEEN~~the OFcore ~~THE~~production ~~DESERT~~team ~~(Nicole~~players ~~Kidman,~~at ~~James~~Miles ~~Franco,~~Partnership ~~Robert~~for ~~Pattinson),~~the ~~FURY~~VisitTheUSA.com—the ~~(Brad~~official ~~Pitt,~~tourism ~~David~~bureau ~~Ayers),~~for ~~DIRTY~~the ~~GRANDPA~~United ~~(Zac~~States—helping ~~Efron,~~to ~~Robert~~deliver ~~DeNiro),~~tailored TOcontent ~~THE~~for ~~BONE~~both ~~(Lilly~~domestic ~~Collins,~~and ~~Keanu~~international ~~Reeves)~~Asian market. In 2016, ~~HOUR~~Khiow OFHui ~~LEAD~~produced ~~(Thomas~~her ~~Jane~~first feature film, ~~Anne~~Alien ~~Heche)~~Code, ~~THE~~a ~~CARD~~sci-fi ~~COUNTER~~thriller ~~(Oscar~~starring ~~Isaac~~Mary McCormack, ~~Tiffany~~Azura ~~Hadish~~Skye, ~~Tye~~Richard ~~Sheridan)~~Schiff and ~~upcoming~~Kyle ~~films~~Gallner. ~~CALL~~Now ~~JANE~~available ~~(Elizabeth~~on ~~Banks,~~most ~~Sigourney~~streaming ~~Weaver,~~platforms. ~~Kate~~Other ~~Mara)~~Hollywood ~~and~~credits ~~ASSASIN~~include ~~CLUB~~projects ~~(Henry~~like ~~Golding,~~Sony ~~Noomi~~PlayStation ~~Rapace~~2’s Rise to Honor–Jet Li, ~~Sam~~the ~~Neill).~~SAG ~~Joseph~~Awards’ ~~earned~~Hollywood ~~his~~Hits ~~B.A.~~Broadway ~~from~~segment ~~the~~and ~~University~~post-production ofeditorial ~~North~~work ~~Texas~~on ~~and~~Resident ~~his~~Evil ~~J.D.~~5 ~~from~~& ~~Southwestern~~6 ~~Law~~and ~~School~~the Oscar-winning film Crash.

Mr. Nicholas D. Burnett, age 42, Co-founder and executive producer of TCG, is a media executive and transactional business lawyer focused on mergers and acquisitions, joint ventures, private placement equity and debt offerings, secured lending, and a variety of commercial matters including licensing and general corporate counselling. He also regularly consults on financing and production matters in the entertainment industry, providing guidance on the formation of film funds, financing and distribution plans for single motion pictures and slates, and the development, financing and production of television series. From 2012 to 2018, Nicholas served as in-house counsel and head of development for New York based television production companies Brick City TV and Blowback Productions, where he oversaw business, legal and production matters for television programming produced for Viacom Networks, Discovery Communications, Participant Media/Pivot, and CNN/Turner Networks. Prior to that, Nicholas was an associate with national law firms White & Case LLP and Arent Fox LLP, where he assisted in representing clients on mergers and acquisitions, joint ventures, business reorganizations and various structured financing and capital markets transactions. Nicholas earned his B.A. and J.D. from the University of Florida, where served as an editor of the Florida Law Review. His articles and presentations have been featured in several legal and financial publications including Thompson Reuters’ The M&A Lawyer, West Publishing Corporation’s Practical Law Company, and the New York Institute of Finance’s ExecSense series.

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Ms. Khiow Hui, Lim, age 50, Director, Secretary, Chief Strategic Officer, Founder of IQI and Co-founder of TCG, hail from Melaka, Malaysia, Khiow Hui began her career at the Media Resources Center in Wichita, Kansas, which was a subsidiary and syndication station of The Discovery Channel. Starting as a production assistant, she rose to become a segment producer and eventually a full-fledged producer for the station. In 1997, Khiow Hui was hired by Fox Television Network (FOX 24/UPN), now a division of iHeart MEDIA, to produce and direct public service announcements (PSAs) for the Midwest region. In 2011, Khiow Hui founded iQiMedia that helps advertising agencies, new media companies and S&P 500 to create intuitive experiences for a diverse range of new emerging media. She has worked with global renown advertising agencies, new media companies and managed brands like AIG, AT&T, Toyota, Caesars Entertainment Corporation, Tencent, Apple, Sony Entertainment, Ogilvy, Dentsu and more. At IQI, she has managed feature film production, commercial and interactive development, budgets of up to $40 million and overseen union production crews of more than 80 people. A native of Malaysia, Khiow Hui holds a BA in Electronic Arts from Wichita State University. Khiow Hui also one of the core production team players at Miles Partnership for the VisitTheUSA.com—the official tourism bureau for the United States—helping to deliver tailored content for the both domestic and international Asian market. In 2016, Khiow Hui produced her first feature film, Alien Code, a sci-fi thriller starring Mary McCormack, Azura Skye, Richard Schiff and Kyle Gallner. Now available on most streaming platforms. Other Hollywood credits include projects like Sony PlayStation 2’s Rise to Honor–Jet Li, the SAG Awards’ Hollywood Hits Broadway segment and post-production editorial work on Resident Evil 5 & 6 and the Oscar-winning film Crash.

Ms. Charlene Logan Kelly, age 52, Chief Intellectual Officer, Executive producer of IQI, received her Business Degree from Mount Alison University in Canada, where she then worked in finance briefly. Having been a painter and artist most of her life, she decided to turn her attention towards art and completed the Animation Program at Algonquin College where she began her career in Toronto then moved to Los Angeles. Most of her career has been working in Feature Animation and for several studios, which included Warner Brothers, Fox Animation, and Dreamworks, on films such as All Dogs Go to Heaven 2, Space Jam, The Quest for Camelot, Anastasia, Prince of Egypt, El Dorado and Spirit: Stallion of the Cimarron. She had a short period as a Stop Motion animator for a CBC kids show called Poko and has had the privilege of working in most departments of the animation pipeline. She then went on to become the Associate Producer at a boutique studio in Los Angeles, managing and producing the studio projects, such as Iron Giant Signature Edition, Once Upon a Time Adventure (Snow White ride at Disneyland in Shanghai) and the Minion Mayhem Ride (Illumination ride at Universal), in collaboration with studios such as Warner Brothers, Walt Disney, ReelFX and Universal/NBC. She recently was the Producer on an independent CG Animated Feature Film, Next Gen, distributed by Netflix and Alibaba Pictures and is presently developing a couple of personal projects as well as the Feature Film spinoff of the popular TV Series, Mansour, created by Bidaya Media and backed by the Mubadala Investment Company.

Term of Office

Our ~~director~~directors ~~holds~~hold ~~his~~their position until the next annual meeting of shareholders and until his successor is elected and qualified by our shareholders, or until earlier death, retirement, resignation, or removal.

Family Relationships

There are no family relationships between the Company and any of our current and proposed directors or executive officers.

Involvement in Certain Legal Proceedings

No director, executive officer, significant employee or control person of the Company has been involved in any legal or regulatory proceeding listed in Item 401(f) of Regulation S-K in the past 10 years.

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Board Composition

Our business and affairs are managed under the direction of our Board of Directors. The number of directors is fixed by our Board of Directors, subject to our articles of incorporation and our bylaws. Currently, our Board of Directors consists of three directors, with two vacancies. We do not have a standing audit, compensation or nominating committee. Rather, our full board of directors performs the functions of these committees. We do not believe it is necessary for our board of directors to appoint such committees because the volume of matters that come before our board of directors for consideration permits the directors to give sufficient time and attention to such matters to be involved in all decision making. Additionally, because our common stock is not listed for trading or quotation on a national securities exchange, we are not required to have such committees.

Director Independence

We are not required to have independent members of our Board of Directors, and do not anticipate having independent Directors until such time as we are required to do so.

Board Leadership Structure and Board’s Role in Risk Oversight

Our Board of Directors has a Chairman, MrMs. ~~Wan~~Khiow ~~Nyuk~~Hui, ~~Ming~~Lim. The Chairman has authority, among other things, to preside over Board meetings and set the agenda for Board meetings. Accordingly, the Chairman has substantial ability to shape the work of our Board of Directors. WeThe ~~believe~~Board ~~that separation~~ of ~~the~~Directors ~~roles~~believes ofthat ~~Chairman~~its ~~and~~current ~~Chief~~leadership ~~Executive~~structure ~~Officer~~ is ~~not~~appropriate ~~necessary~~for the Company at this time. toHowever, ~~ensure appropriate oversight by~~ the Board ofrecognizes ~~Directors~~that ~~of our business and affairs. However,~~ no single leadership model is ~~right~~suitable for all companies ~~and~~under at all ~~times.~~circumstances ~~The~~and ~~Board~~may ofperiodically ~~Directors~~reviews ~~recognizes~~its ~~that depending on the circumstances, other~~ leadership ~~models,~~structure ~~such~~ as the ~~appointment~~Company’s ofneeds ~~a lead independent director, might be appropriate~~evolve. Accordingly, the Board of Directors may periodically review its leadership structure.

Our Board of Directors is generally responsible for the oversight of corporate risk in its review and deliberations relating to our activities. Our principal source of risk falls into two categories, financial and product commercialization. The audit committee will oversee management of financial risks; our Board of Directors regularly reviews information regarding our cash position, liquidity and operations, as well as the risks associated with each. The Board of Directors regularly reviews plans, results and potential risks related to our product development and commercialization efforts.

CODE OF ETHICS

We have adopted a code of ethics meeting the requirements of Section 406 of the Sarbanes-Oxley Act of 2002. We believe our code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of violations; and provide accountability for adherence to the provisions of the code of ethics. The code of ethics is applicable to all of our directors, officers and employees and is available on our corporate website, https://www.winvestgroup.co. We intend to disclose any amendments to our code of ethics, or waivers of its requirements, on our website or in filings under the Exchange Act to the extent required by applicable rules and exchange requirements.

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ITEM 11. EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION

The table below sets forth the positions and compensations for the officers and directors of the Company, and for the officers and directors of TCG and IQI, for the years ended December 31, ~~2024~~2025 and ~~2023~~2024.

There are no employment agreements between the Company and its officers and directors except for Khiow Hui Lim ~~and Charlene Logan Kelly~~. The executive compensation summary will be shown as below:

Position	Name of Officers or Directors	Year	Salary before tax	Bonus	All other compensation	Total
Chairman of the Board of Directors	Wan Nyuk Ming	2024	n/a	n/a	n/a	n/a
Former Chairman of the Board of Directors	Wan Nyuk Ming	2025	-	-	-	-
		2023	n/a	n/a	n/a	n/a
		2024	-	-	-	-
MD of the Board of Directors	Ng Chian Yin	2024	n/a	n/a	n/a	n/a
Former MD of the Board of Directors	Ng Chian Yin	2025	-	-	-	-
		2023	n/a	n/a	n/a	n/a
		2024	-	-	-	-
Chief Executive Officer and Director	Jeffrey Wong Kah Mun	2024	n/a	n/a	n/a	n/a
Chief Executive Officer, Chief Financial Officer and Director	Jeffrey Wong Kah Mun	2025	-	-	-	-
		2023	n/a	n/a	n/a	n/a
		2024	-	-	-	-
Treasurer	Boo Shi Huey	~~2024~~2025	~~n/a~~10,000	~~n/a~~-	~~n/a~~-	~~n/a~~10,000
		2023	n/a	n/a	n/a	n/a
		2024	-	-	-	-
Founder and an executive producer of TCG	Joseph S. Lanius	2024	n/a	n/a	n/a	n/a
Chairman of the Board, Director, Secretary, Chief Strategic Officer, Founder of IQI and Co-founder of TCG	Khiow Hui, Lim	2025	50,000	-	8,374	58,374
		2023	n/a	n/a	n/a	n/a
		2024	39,750	-	2,090	41,840
Co-founder and executive producer of TCG	Nicholas D. Burnett	2024	n/a	n/a	n/a	n/a
Former Chief Intellectual Officer, Executive producer of IQI	Charlene Logan Kelly	2025	-	-	-	-
		2023	n/a	n/a	n/a	n/a
		2024	35,000	-	-	35,000
Director, Secretary, Chief Strategic Officer, Founder of IQI and Co-founder of TCG	Khiow Hui, Lim	2024	39,750	n/a	2,090	41,840
		2023	38,125	n/a	n/a	38,125
Chief Intellectual Officer, Executive producer of IQI	Charlene Logan Kelly	2024	35,000	n/a	n/a	35,000
		2023	31,883	n/a	n/a	31,883

(1)	Independent contractors.

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We do not have an audit or compensation committee comprised of independent directors as our Company qualifies for an exemption from these requirements. Indeed, we do not have any audit or compensation committee. These functions are performed by our Board of Directors as a whole.

~~Also~~The Company’s financing subsequent to the change of control on March 31, in2021 ~~2022~~has come from the Winvest Group Limited (Cayman), an affiliate with the ~~Board~~same name as the Company, and based in the Cayman Islands and from the Chairman and founder of ~~Directors~~IQI, and the CEO of the Company. Winvest Group ~~Ltd.~~Limited (Cayman) is an equity holdings company in the ~~“Company”)~~wellness ~~appointed~~industry ~~Khiow~~and ~~Hui,~~shares ~~Lim~~the same board of directors as the Company’s. ~~Director~~As of December 31, ~~Chief~~2025, ~~Strategic~~the ~~Officer~~amount due to the Winvest Group Limited (Cayman) and ~~Secretary,~~the Chairman of the Company and ~~Charlene~~founder ~~Logan~~of ~~Kelly~~IQI, asand the CEO of the Company’s ~~Chief~~was ~~Intellectual~~$565,818, ~~Officer~~$56,910 and $58,281 respectively which are being treated as interest free demand loans. In addition, project advances amounting to $150,000 as of December 31, 2025 and 2024 were received from Winvest Group Limited (Cayman).

The Company’s financing subsequent to the change of control on March 31, 2021 has come from the Winvest Group Limited (Cayman), an affiliate with the same name as the Company, and based in the Cayman Islands and from the CEO of IQ. 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 December 31, 2024, the amount due to the Winvest Group Limited (Cayman) and the founder of IQI was $565,818 and $65,250 which are being treated as an interest free demand loans.

Outstanding Equity Awards at Fiscal Year-End

None of the named executive officers had any outstanding equity awards at the ~~2024~~2025 fiscal year-end.

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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information with respect to the beneficial ownership of our voting securities ~~following the completion of the Reverse Merger, and the increase of the described in Items 1.01 of this report~~ by (i) any person or group owning more than 5% of any class of voting securities, (ii) each director, (iii) our chief executive officer and (iv) all executive officers and directors of WNLV as a group as of December 31, ~~2024~~2025.

Name	Number ofShares of Common Stock		Percentage
Wan Nyuk Ming (1)50 West Liberty Street, Suite 880, Reno, Nevada 89501		30,000,000		27.4303	%
Ng Chian Yin (1)50 West Liberty Street, Suite 880, Reno, Nevada 89501		2016,~~093~~814,101		1815.3715	%
Jeffrey Wong Kah Mun (1)50 West Liberty Street, Suite 880, Reno, Nevada 89501		13,732,265		12.56	%
Jeffrey Wong Kah Mun 50 West Liberty Street, Suite 880, Reno, Nevada 89501		13,732,265		12.37	%
Boo Shi Huey50 West Liberty Street, Suite 880, Reno, Nevada 89501		0		0	%
Joseph S. Lanius50 West Liberty Street, Suite 880, Reno, Nevada 89501		150,000		0.14	%
Khiow Hui, Lim50 West Liberty Street, Suite 880, Reno, Nevada 89501		600,000		0.54	%
Nicholas D. Burnett50 West Liberty Street, Suite 880, Reno, Nevada 89501		150,000		0.14	%
All executive officers, directors, and beneficial ownership thereof as a group (5 people)		61,146,366		55.09	%
Khiow Hui, Lim50 West Liberty Street, Suite 880, Reno, Nevada 89501		600,000		0.55	%
Charlene Logan Kelly50 West Liberty Street, Suite 880, Reno, Nevada 89501		0		0	%
All executive officers, directors, and beneficial ownership thereof as a group 7 people)		64,725,366		59.19	%

~~There~~1) ~~are~~On noJanuary ~~other~~27, ~~officer~~2026, orWan ~~director~~Nyuk 5Ming %resigned ~~shareholders~~from his positions as Chairman of the Board and Director of Winvest Group Ltd., and Ng Chian Yin resigned from his position as Director of Winvest Group Ltd.

~~Unless~~There ~~otherwise~~are ~~indicated~~no inother ~~the~~officer ~~footnotes to this table and subject to community property laws where applicable, each of the stockholders named in this table has sole~~ or ~~shared~~director ~~voting~~5% ~~and investment power with respect to the shares indicated as beneficially owned~~shareholders. ~~Except as set forth above, applicable percentages are based upon 109,369,075 shares of common stock outstanding.~~

Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, each of the stockholders named in this table has sole or shared voting and investment power with respect to the shares indicated as beneficially owned. Except as set forth above, applicable percentages are based upon 110,994,283 shares of common stock outstanding.

The holders of our common stock are entitled to one vote for each share held of record on all matters to be voted on by stockholders. The holders of our common stock do not entitle to any disparate voting rights.

The following table sets forth certain information with respect to the beneficial ownership of our voting preferred stock ~~following the completion of the Reverse Merger, and the increase of the described in Items 1.01 of this report~~ by (i) any person or group owning more than 5% of any class of voting securities, (ii) each director, (iii) our chief executive officer and (iv) all executive officers and directors of WNLV as a group as of December 31, ~~2024~~2025.

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Name	Number ofShares of Series APreferred Stock		Percentage
Jeffrey Wong Kah Mun (1)50 West Liberty Street, Suite 880, Reno, Nevada 89501		2,838,679		0.946	%
Jeffrey Wong Kah Mun 50 West Liberty Street, Suite 880, Reno, Nevada 89501		2,838,679		1.255	%
Wan Nyuk Ming (2)50 West Liberty Street, Suite 880, Reno, Nevada 89501		179,400,000		59.80	%
Wan Nyuk Ming (1)50 West Liberty Street, Suite 880, Reno, Nevada 89501		179,400,000		79.308	%
Ng Chian Yin (3)50 West Liberty Street, Suite 880, Reno, Nevada 89501		43,967,800		14.66	%
Ng Chian Yin (1)50 West Liberty Street, Suite 880, Reno, Nevada 89501		43,967,800		19.437	%
All executive officers, directors, and beneficial ownership thereof as a group 3 people) out of 300,000,000 shares.		226,206,479		75.406	%
All executive officers, directors, and beneficial ownership thereof as a group (3 people) out of 300,000,000 shares.		226,206,479		100	%

~~There~~1) ~~are~~On noJanuary ~~other~~27, ~~authorized~~2026, ~~classes~~Wan ofNyuk ~~Preferred~~Ming ~~Stock.~~resigned ~~The~~from ~~holders~~his ofpositions ~~our~~as ~~Series~~Chairman ~~A preferred stock are entitled to 50 votes for each share held~~ of ~~record~~the onBoard ~~all~~and ~~matters~~Director ~~to be voted on by stockholders. The Series A Preferred Stock also convert into common stock at a rate~~ of 50Winvest ~~for~~Group ~~one~~Ltd., ~~The aggregate voting power of our outstanding Series A Preferred Stock is more than 90% of the issued~~ and ~~outstanding~~Ng ~~voting~~Chian ~~equity.~~Yin ~~The~~resigned ~~holders~~from ofhis ~~our~~position ~~Series A Preferred Stock vote on a 50 to one basis. Except~~ as ~~set~~Director ~~forth above, applicable percentages are based upon 300,000,000 shares~~ of ~~Series~~Winvest AGroup ~~preferred stock held by the directors~~Ltd.

There are no other authorized classes of Preferred Stock. The holders of our Series A preferred stock are entitled to 50 votes for each share held of record on all matters to be voted on by stockholders. The Series A Preferred Stock also convert into common stock at a rate of 50 for one. The aggregate voting power of our outstanding Series A Preferred Stock is more than 90% of the issued and outstanding voting equity. The holders of our Series A Preferred Stock vote on a 50 to one basis. Except as set forth above, applicable percentages are based upon 226,206,479 shares of Series A preferred stock held by the directors.

The 50 to one voting of the Series A Preferred Stock may have an anti-takeover effect and may delay, defer or prevent a merger, acquisition, tender offer, takeover attempt or other change of control transaction that a stockholder might consider to be in its interests, including attempts that might result in a premium over the market price for the shares held by our stockholders, as the holders of the Series A Preferred Stock have the voting power to prevent such events.

Certain Relationships and Related Transactions

Except as described herein, none of the following parties (each a “Related Party”) has had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us:

●· any of our directors or officers; · any person proposed as a nominee for election as a director; · any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to our outstanding shares of common stock; or · any member of the immediate family (including spouse, parents, children, siblings and in- laws) of any of the above persons.

●The ~~any~~Company’s ~~person~~financing ~~proposed~~subsequent to the change of control on March 31, 2021 has come from the Winvest Group Limited (Cayman), an affiliate with the same name as athe ~~nominee~~Company, ~~for~~and ~~election~~based in the Cayman Islands and from the Chairman and founder of IQI, and the CEO of the Company. Winvest Group Limited (Cayman) is an equity holdings company in the wellness industry and shares the same board of directors as athe ~~director;~~Company. As of December 31, 2025, the amount due to the Winvest Group Limited (Cayman) and the Chairman and founder of IQI, and the CEO of the Company was $565,818, $56,910, and $58,281 respectively which are being treated as an interest free demand loans.

●33 ~~any~~Table ~~person who beneficially owns, directly or indirectly, shares carrying more than 10%~~ of ~~the voting rights attached to our outstanding shares of common stock; or~~Contents

● any member of the immediate family (including spouse, parents, children, siblings and in- laws) of any of the above persons.

The Company’s financing subsequent to the change of control on March 31, 2021 has come from the Winvest Group Limited (Cayman), an affiliate with the same name as the Company, and based in the Cayman Islands and from the CEO of IQ. 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 December 31, 2024, the amount due to the Winvest Group Limited (Cayman) and the founder of IQI, and the CEO of the Company was $565,818, $65,250, and $44,801 respectively which are being treated as an interest free demand loans.

43 Table of Contents

Description of Share Capital

We have authorized 4,500,000,000 shares of common stock with par value $0.001 per share. As of December 31, ~~2024~~2025 the Company has issued and outstanding ~~109~~110,~~369~~994,~~075~~283 shares of common stock. We have authorized 300,000,000 shares of Series A Preferred Stock. As of December 31, ~~2024~~2025, the Company has issued and outstanding 226,206,479 shares of preferred stock.

Common Stock

The holders of our common stock are entitled to one vote for each share held of record on all matters to be voted on by stockholders. There is no cumulative voting with respect to the election of directors, with the result that the holders of more than 50% of the shares voting for the election of directors can elect all of the directors then up for election. The holders of our common stock are entitled to receive dividends when, as and if declared by the Board of Directors out of funds legally available ~~therefor~~. In the event of liquidation, dissolution or winding up of our company, the holders of common stock are entitled to share ratably in all assets remaining which are available for distribution to them after payment of liabilities and after provision has been made for each class of stock, if any, having preference over the common stock. Holders of shares of our common stock, as such, have no conversion, pre-emptive or other subscription rights, and there are no redemption provisions applicable to the common stock.

Preferred Stock

The holders of our Series A preferred stock are entitled to 50 votes for each share held of record on all matters to be voted on by stockholders. The Series A preferred stock also converts into common stock at a rate of 50 for one. The holders of our preferred stock are entitled to receive dividends when, as and if declared by the Board of Directors out of funds legally available therefore. In the event of liquidation, dissolution or winding up of our company, the holders of preferred stock are entitled to share ratably in all assets remaining which are available for distribution to them after payment of liabilities and after provision has been made for each class of stock, if any, having preference over the Series A preferred stock. We do not have different authorized classes of stock other than aforementioned.

On the basis of 18110,~~326~~994,~~075~~283 outstanding shares as of December 31, ~~2024~~2025, a minimum of ~~186~~ 2,~~925~~310,493 shares of Series A preferred stock must be kept to maintain 51% control over shareholder-approved measures. Future issuances of Series A Preferred Stock could further dilute the existing holders of common stock. The management currently has no intentions of further issuance. The conversion of Series A Preferred Stock is entirely optional and it can happen at any time and has a poison pill effect. We believe there are no exceptions to provision requiring mandatory conversion of shares upon any transfer, and no sunset provision limiting the lifespan of high-vote shares is required at this time.

Controlling Shareholder(s)’ Ability

The controlling shareholder(s)’ shall and will have ability to control matters requiring shareholder approval, including election of directors, amendment of organizational documents, and approval of major corporate transactions, such as a change in control, merger, consolidation, or sale of assets.

Indemnification of Directors and Officers

Section 78.138 of the NRS provides that a director or officer will not be individually liable unless it is proven that (i) the director’s or officer’s acts or omissions constituted a breach of his or her fiduciary duties, and (ii) such breach involved intentional misconduct, fraud or a knowing violation of the law.

Section 78.7502 of NRS permits a company to indemnify its directors and officers against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with a threatened, pending or completed action, suit or proceeding if the officer or director (i) is not liable pursuant to NRS 78.138 or (ii) acted in good faith and in a manner the officer or director reasonably believed to be in or not opposed to the best interests of the corporation and, if a criminal action or proceeding, had no reasonable cause to believe the conduct of the officer or director was unlawful.

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Section 78.751 of NRS permits a Nevada company to indemnify its officers and directors against expenses incurred by them in defending a civil or criminal action, suit or proceeding as they are incurred and in advance of final disposition thereof, upon receipt of an undertaking by or on behalf of the officer or director to repay the amount if it is ultimately determined by a court of competent jurisdiction that such officer or director is not entitled to be indemnified by the company. Section 78.751 of NRS further permits the company to grant its directors and officers additional rights of indemnification under its articles of incorporation or bylaws or otherwise.

Section 78.752 of NRS provides that a Nevada company may purchase and maintain insurance or make other financial arrangements on behalf of any person who is or was a director, officer, employee or agent of the company, or is or was serving at the request of the company as a director, officer, employee or agent of another company, partnership, joint venture, trust or other enterprise, for any liability asserted against him and liability and expenses incurred by him in his capacity as a director, officer, employee or agent, or arising out of his status as such, whether or not the company has the authority to indemnify him against such liability and expenses. Our Bylaws provide that we may indemnify and advance litigation expenses to our directors, officers, employees and agents to the extent permitted by law, our Articles of Incorporation or our Bylaws, and shall indemnify and advance litigation expenses to our directors, officers, employees and agents to the extent required by law, our Articles of Incorporation or Bylaws. Our obligations of indemnification, if any, shall be conditioned on receiving prompt notice of the claim and the opportunity to settle and defend the claim. We may, to the extent permitted by law, purchase and maintain insurance on behalf of an individual who is or was our director, officer, employee or agent.

Indemnification against Public Policy

Insofar as indemnification by us for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling the company pursuant to provisions of our Articles of Incorporation and Bylaws, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification by such director, officer or controlling person of us in the successful defense of any action, suit or proceeding is asserted by such director, officer or controlling person in connection with the securities being offered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The effect of Indemnification may be to limit the rights of the Company and the shareholders (through shareholders’ derivative suits on behalf of the Company) to recover monetary damages and expenses against a director for breach of fiduciary duty.

Shares Eligible for Future Sale

Future sales of substantial amounts of shares of our Common Shares in the public market after this offering, or the possibility of these sales occurring, could cause the prevailing market price for our Common Shares to fall or impair our ability to raise equity capital in the future. Following this offering, the Common Shares that were not offered and sold in our initial public offering are “restricted securities,” as that term is defined in Rule 144 under the Securities Act. These restricted securities are eligible for public sale only if they are registered under the Securities Act or if they qualify for an exemption from registration under Rule 144 or Rule 701 under the Securities Act, which are summarized below.

These restricted securities will be available for sale in the public market under Rule 144 one year following the filing of our Form 8-K on May 16, 2022.

Rule 144

Sales of our Common Stock under Rule 144 could reduce the price of our stock.

These shares will be subject to the resale restrictions of Rule 144. In general, persons holding restricted securities, including affiliates, must hold their shares for a period of at least six months, may not sell more than 1.0% of the total issued and outstanding shares in any 90-day period, and must resell the shares in an unsolicited brokerage transaction at the market price. The availability for sale of substantial amounts of Common Stock under Rule 144 could reduce prevailing market prices for our securities.

4535 Table of Contents

●· any of our directors or officers; · any person proposed as a nominee for election as a director; · any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to our outstanding shares of common stock; or · Any member of the immediate family (including spouse, parents, children, siblings and in- laws) of any of the above persons.

●The ~~any~~Company’s ~~person~~financing ~~proposed~~subsequent to the change of control on March 31, 2021 has come from the Winvest Group Limited (Cayman), an affiliate with the same name as athe ~~nominee~~Company, ~~for~~and ~~election~~based in the Cayman Islands and from the CEO of IQI. Winvest Group Limited (Cayman) is an equity holdings company in the wellness industry and shares the same board of directors as athe ~~director;~~Company. As of December 31, 2025, the amount due to the Winvest Group Limited (Cayman) and the founder of IQI, the CEO of the company was $565,818, $56,910, and $58,281, respectively which are being treated as an interest free demand loans.

● any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to our outstanding shares of common stock; or

● Any member of the immediate family (including spouse, parents, children, siblings and in- laws) of any of the above persons.

The Company’s financing subsequent to the change of control on March 31, 2021 has come from the Winvest Group Limited (Cayman), an affiliate with the same name as the Company, and based in the Cayman Islands and from the CEO of IQI. Winvest Group Limited (Cayman) is an equity holdings company in the wellness industry and shares the same board of directors as the Company. As of December 31, 2024, the amount due to the Winvest Group Limited (Cayman) and the founder of IQI, the CEO of the company was $565,818, $65,250, and $44,801, respectively which are being treated as an interest free demand loans.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

On May 3, 2024, the Securities and Exchange Commission (the “SEC”) announced that it had settled charges against BF Borgers CPA PC that it failed to conduct audits of a number of public companies in accordance with the standards of the Public Company Accounting Oversight Board (the “PCAOB”). As a result of Borgers’ settlement with the SEC, the Company has dismissed Borgers as its independent account because it is no longer authorized to perform audits for the Company.

On May 14, 2024, the Company engaged JWF Assurance PAC as its independent auditor.

On March 13, 2025, ~~On March 13, 2025,~~ the Board of Directors decided to conclude the engagement of JWF Assurance PAC as the Company’s independent registered public accounting firm, effective immediately.

On March 13, 2025, the Board of Directors approved the engagement of J&S Associate PLT (“New Auditor”) as the Company’s independent registered public accounting firm, effective immediately.

The following table shows the fees that were billed for the audit and other services provided by for the fiscal years ended December 31, ~~2024~~2025 and ~~2023~~2024.

	Fiscal Year Ended December 31,
	2024		2023
	2025		2024
Audit fees (1)	$	~~155~~54,~~550~~000	$	60155,~~500~~550
Total	$	~~155~~54,~~550~~000	$	60155,~~500~~550

(1)

Audit Fees—This category includes the audit of our annual consolidated financial statements, review of consolidated financial statements included in our Quarterly Reports on Form 10-Q and services that are normally provided by the independent registered public accounting firm in connection with engagements for those fiscal years. This category also includes advice on audit and accounting matters that arose during, or as a result of, the audit or the review of interim consolidated financial statements.

Board of Directors Pre-Approval Process, Policies and Procedures

All audit and permissible non-audit services provided by our independent registered public accounting firm must be pre-approved. These services may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of service. The independent registered public accounting firm and management periodically report to the board of directors regarding the extent of services provided by the independent registered public accounting firm. Consistent with the board of directors’ policy, all audit and permissible non-audit services provided by our independent registered public accounting firm were pre-approved by our board of directors.

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PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Exhibit No.		Description
3.1		Articles of Incorporation of the Company Inc., as amended (filed as an Exhibit to Form 8-K, filed on May 16, 2022, and incorporated herein by reference.)
3.2		Amended and Restated Bylaws of the Company (filed as an Exhibit to Form 8-K, filed on May 16, 2022, and incorporated herein by reference.)
3.3		Articles of Organization of The Catalyst Group Entertainment, LLC (filed as an Exhibit to Form 8-K, filed on May 16, 2022, and incorporated herein by reference.)
3.4		Operating Agreement of The Catalyst Group Entertainment, LLC (filed as an Exhibit to Form 8-K, filed on May 16, 2022, and incorporated herein by reference.)
3.5		Articles of Incorporation of a California corporation IQI Media Inc. (filed as an Exhibit to Form 8-K, filed on May 16, 2022, and incorporated herein by reference.)
3.6		Bylaws of IQI Media Inc. (filed as an Exhibit to Form 8-K, filed on May 16, 2022, and incorporated herein by reference.)
4.1		Share Exchange Agreement (filed as an Exhibit to Form 8-K, filed on May 16, 2022, and incorporated herein by reference.)
5.1		Opinion of McMurdo Law Group, LLC, legal counsel (filed as an Exhibit to Form S-1, filed on August 22, 2022, and incorporated herein by reference.)
21.1		Subsidiaries
23.2		Consent of McMurdo Law Group, LLC (included in Exhibit 5.1)
31.1		Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of Chief Executive Officer and Chief Financial Officer Under Section 1350 as Adopted Pursuant Section 906 of the Sarbanes-Oxley Act
99.1		Subscription Agreement (filed as an Exhibit to Form S-1, filed on August 22, 2022, and incorporated herein by reference.)
101.INS		Inline XBRL Instance Document (furnished herewith)
101.SCH		Inline XBRL Taxonomy Extension Schema Document (furnished herewith)
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document (furnished herewith)
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document (furnished herewith)
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document (furnished herewith)
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document (furnished herewith)
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

Item 16. Form 10–K Summary.

Not applicable.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	WINVEST GROUP LTD.
Dated: April 18, 2025	By:	/s/ Jeffrey Wong Kah Mun
Dated: May 8, 2026	By:	/s/ Jeffrey Wong Kah Mun
		Jeffrey Wong Kah Mun,CEO and CFO

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Dated: April 18, 2025	By:	/s/ Jeffrey Wong Kah Mun
Dated: May 8, 2026	By:	/s/ Jeffrey Wong Kah Mun
		Jeffrey Wong Kah Mun,CEO and CFO
Dated: April 18, 2025	By:	/s/ Wan Nyuk Ming
Dated: May 8, 2026	By:	/s/ Khiow Hui, Lim
		Wan Nyuk Ming,Director
Dated: April 18, 2025	By:	/s/ Ng Chian Yin
		Ng Chian Yin,Director
Dated: April 18, 2025	By:	/s/ Khiow Hui, Lim
		Khiow Hui, LimDirector

4838 Table of Contents

WINVEST GROUP LTD.

Consolidated Financial Statements

Contents

		Page
Consolidated Financial Statements:
Report of Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheets as of December 31, 2024 and 2023		F-3
Consolidated Balance Sheets as of December 31, 2025 and 2024		F-4
Consolidated Statements of Operations for the Years Ended December 31, 2024 and 2023		F-4
Consolidated Statements of Operations for the Years Ended December 31, 2025 and 2024		F-5
Consolidated Statement of Stockholders’ Equity for the Years Ended December 31, 2024 and 2023		F-5
Consolidated Statement of Stockholders’ (Deficit) Equity for the Years Ended December 31, 2025 and 2024		F-6
Consolidated Statements of Cash Flows for the Years Ended December 31, 2024 and 2023		F-6
Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024		F-7
Notes to Consolidated Financial Statements		F-78

F-1

Table of Contents

J&S ASSOCIATE PLT

202206000037 (LLP0033395-LCA) & AF002380

(Registered with PCAOB and MIA)

B-11-14, Megan Avenue II

12, Jalan Yap Kwan Seng, 50450, Kuala Lumpur, Malaysia

Tel: +603-4813 9469

Email : [email protected]

Website : jns-associate.com

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders of

WINVEST GROUP LIMITED

Opinion on the Financial ~~Statements~~Statement

We have audited the accompanying consolidated balance sheets of Winvest Group ~~Limited~~Ltd. and its subsidiaries (the ‘Company’) as of December 31, ~~2024~~2025 and ~~2023~~2024, and the related consolidated statements of operations ~~and comprehensive loss~~, ~~changes in shareholders~~stockholders’ (deficit) equity and cash flows for the years ended December 31, ~~2024~~2025 and ~~2023~~2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the ~~consolidated~~ financial statements present fairly, in all material respects, the financial position of the Company as of December 31, ~~2024~~2025 and ~~2023~~2024, and the results of its operations and its cash flows for the years ended December 31, ~~2024~~2025 and ~~2023~~2024, in conformity with accounting principles generally accepted in the United States of America.

Going Concern Uncertainties

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company suffered from continuous loss from its inception and had an accumulated deficit of $105,801,600 as of December 31, 2024. These factors create an uncertainty as to the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our ~~audits~~audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our ~~audits~~audit ~~provide~~provides a reasonable basis for our opinion.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements as of December 31, 2025, the Company has incurred operating losses since its inception. As of December 31, 2025, the Company had an accumulated deficit of $120,846,266 and working capital deficit of $1,487,897. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s evaluation of the conditions and events that raise substantial doubt about the Company’s ability to continue as a going concern, and management’s plans to mitigate these matters, are described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.

Critical Audit Matters

Critical audit matters are matters arising from the current year audit of the financial statements that were communicated or are required to be communicated to the audit committee, or in their absence, the directors, and that: (1) relate to accounts or disclosures that are material to the financial statements, and (2) involved especially challenging, subjective, or complex judgements. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

F-2

Table of Contents

J&S ASSOCIATE PLT

202206000037 (LLP0033395-LCA) & AF002380

(Registered with PCAOB and MIA)

B-11-14, Megan Avenue II

12, Jalan Yap Kwan Seng, 50450, Kuala Lumpur, Malaysia

Tel: +603-4813 9469

Email : [email protected]

Website : jns-associate.com

Valuation of convertible notes and the related embedded derivative liabilities

As described in Note 7 to the financial statements, the Company issued multiple convertible promissory notes during the year ended December 31, 2025. These instruments require assessment of the appropriate classification under ASC 480 “Distinguishing Liabilities from Equity” and they include embedded conversion features, resulting in the bifurcation of embedded derivative liabilities under ASC 815 “Derivatives and Hedging” and separate accounting for the host debt under ASC 470 “Debt”.

The accounting for these convertible notes involves significant judgment and estimation, particularly in:

	-	Determining the appropriate classification of the instruments (liability vs equity or compound instrument)
	-	Identifying and separately accounting for embedded derivative features
	-	Estimating the fair value of the embedded derivative liability at inception and at each reporting date
	-	Determining the effective interest rate and amortized cost of the host liability

We identified the valuation of convertible notes and the related embedded derivative liabilities as a critical audit matter due to the complexity of the instrument and the significant assumptions incorporated into the valuation models, including risk-free interest rates and discount rates. Auditing the valuation models required a high degree of auditor judgment and an increased extent of audit effort.

Our audit procedures related to the valuation of convertible notes and the related embedded derivative liabilities included the following:

	1)	Obtained and reviewed all convertible note agreements to understand all the key contractual terms, including conversion features, interest rates, and maturity dates;
	2)	Assessed management’s conclusions on classification and accounting treatment under ASC 480, ASC 815 and ASC 470;
	3)	Agreed the convertible note and embedded derivative liability balances to the general ledger and trial balance;
	4)	Traced proceeds from issuance to the bank statements and supporting documentation;
	5)	Tested conversions and repayments during the year, where applicable, including recalculation of shares issued and amounts settled;
	6)	Assessed the appropriateness of management’s valuation methodology for the embedded derivative and host liabilities;
	7)	Agreed key inputs used in valuation models to underlying contracts and external data sources;
	8)	Evaluated the relevance and reliability of externally sourced inputs, including risk-free rates and discount rates;
	9)	Assessed whether assumptions used were reasonable in the context of market conditions and the Company’s circumstances;
	10)	Assessed the adequacy and completeness of disclosures related to convertible notes in the financial statements; and
	11)	Verified that disclosures complied with applicable accounting standards.

We determined that there were no other critical audit matters.

/s/ J&S Associate PLT

Certified Public Accountants

~~PCAOB~~Firm ~~Number~~ID: 6743

April 18, 2025

We have served as the Company’s auditor since 2025.

Kuala Lumpur, Malaysia

~~F-2~~May ~~Table~~8, ~~of Contents~~2026

F-3

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WINVEST GROUP LTD.

CONSOLIDATED BALANCE SHEETS

	December 31,			December 31,
	2024			2023
ASSETS
Cash	$	181,522		$	45,070
Accounts receivable		15,100			4,100
Accounts receivable-other		1,950			15,710
Prepaid expenses		104,627			61,231
Total current assets		303,199			126,111
Investments		14,419,701			1,200,000
Security deposit		2,366			1,094
Total Assets	$	14,725,266		$	1,327,205
LIABILITIES & STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable		2,427		$	76,452
Accrued liabilities		181,908			54,317
Project advances		400,000			100,000
Project advances-related parties		150,000			150,000
Loan payable		-			18,670
Notes payable-related parties		675,869			631,157
Total current liabilities		1,410,204			1,030,596
Non-current liabilities
Contingencies		100,000			-
Total liabilities		1,510,204			1,030,596
STOCKHOLDERS’ DEFICIT
Preferred stock Series A, $0.001 par value 300,000,000, shares authorized, 226,206,479 and 227,838,679, shares issued and outstanding as of December 31, 2024, and December 31, 2023, respectively		226,207			227,839
Common stock, Par Value $0.001, 4,500,000,000 shares authorized, 109,369,075 and 18,326,075 issued and outstanding as of December 31, 2024, and December 31, 2023		109,369			18,326
Additional paid in capital		118,681,086			104,770,997
Accumulated Deficit		(105,801,600	)		(104,720,553	)
Total Stockholders’ Equity		13,215,062			296,609
Total Liabilities and Stockholders’ Equity	$	14,725,266		$	1,327,205

AS OF DECEMBER 31, 2025 AND 2024

(Expressed in U.S. Dollars)

	December 31,			December 31,
	2025			2024
ASSETS
Current Assets
Cash	$	44,072		$	181,522
Accounts receivable		10,000			15,100
Accounts receivable-other		-			1,950
Prepaid expenses		160,936			104,627
Total current assets		215,008			303,199
Non-current Assets
Investments		-			14,419,701
Security deposit		2,366			2,366
Total Assets	$	217,374		$	14,725,266

LIABILITIES & STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable		25,175		$	2,427
Accrued liabilities		135,289			181,908
Project advances		400,000			400,000
Project advances-related party		150,000			150,000
Convertible promissory notes		126,904			-
Embedded derivative liability		184,528			-
Notes payable-related parties		681,009			675,869
Total current liabilities		1,702,905			1,410,204
Non-current liabilities
Commitments and Contingencies		125,000			100,000
Total liabilities		1,827,905			1,510,204

STOCKHOLDERS’ (DEFICIT) EQUITY
Preferred stock Series A, $0.001 par value 300,000,000, shares authorized, 226,206,479 and 226,206,479, shares issued and outstanding as of December 31, 2025, and December 31, 2024, respectively		226,207			226,207
Common stock, Par Value $0.001, 4,500,000,000 shares authorized, 110,994,283 and 109,369,075 issued and outstanding as of December 31, 2025, and December 31, 2024		110,994			109,369
Additional paid in capital		118,898,534			118,681,086
Accumulated Deficit		(120,846,266	)		(105,801,600	)
Total Stockholders’ (Deficit) Equity		(1,610,531	)		13,215,062
Total Liabilities and Stockholders’ (Deficit) Equity	$	217,374		$	14,725,266

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

F-34 Table of Contents

WINVEST GROUP LTD.

CONSOLIDATED STATEMENTS OF OPERATIONS

	Year ended December 31,2024			Year ended December 31,2023
Revenue	$	77,340		$	339,943
Cost of sales		(80,025	)		(120,867	)
Gross (loss)/profit		(2,685	)		219,076
Operating expenses:
Administrative expenses		(760,298	)		(1,098,460	)
Total operating expenses		(760,298	)		(1,098,460	)
Loss from operations		(762,983	)		(879,384	)
Other (expense) income:
Interest expense		(3,596	)		(11,790	)
Other income		1,863			15,710
Loss on investment		(316,331	)		-
Other income/(expense), net		(318,064	)		3,920
Net loss	$	(1,081,047	)	$	(875,464	)
Basic and diluted loss per common share	$	(0.004	)	$	(0.05	)
Weighted average number of shares outstanding		286,930,455			17,913,701

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

(Expressed in U.S. Dollars)

	Year ended December 31, 2025			Year ended December 31, 2024
Revenue	$	78,426		$	77,340
Cost of sales		(46,408	)		(80,025	)
Gross profit (loss)		32,018			(2,685	)

Operating expenses:
Administrative expenses		(608,859	)		(760,298	)
Total operating expenses		(608,859	)		(760,298	)

Loss from operations		(576,841	)		(762,983	)

Other (expense) income:
Interest expense		(121,134	)		(3,596	)
Other income		18			1,863
Gain on derivative fair value change		24,502			-
Loss on investment		(14,371,211	)		(316,331	)
Other (expense), net		(14,467,825	)		(318,064	)
Net loss	$	(15,044,666	)	$	(1,081,047	)

Basic and diluted loss per common share	$	(0.14	)	$	(0.004	)

Weighted average number of shares outstanding		110,663,394			286,930,455

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

F-45 Table of Contents

WINVEST GROUP LTD.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ (DEFICIT) EQUITY

														Total
									Additional					Stockholders’
	Preferred Stock				Common Stock				Paid-In		Accumulated			Equity
	Shares		Value		Shares		Value		Capital		Deficit			(Deficit)
Balance, December 31, 2022		227,838,679	$	227,839		17,411,217	$	17,411	$	103,113,872	$	(103,845,089	)	$	(485,967	)
Common stock issued for services		-		-		114,510		115		457,925		-			458,040
Misc. common stock adjustment		-		-		348				-		-			-
Common shares issued as investment		-		-		800,000		800		1,199,200		-			1,200,000
Net loss		-		-		-		-		-		(875,464	)		(875,464	)
Balance, December 31, 2023		227,838,679	$	227,839		18,326,075	$	18,326	$	104,770,997	$	(104,720,553	)	$	296,609

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

(Expressed in U.S. Dollars)

																			Total
													Additional						Stockholders’
	Preferred Stock						Common Stock						Paid-In			Accumulated			Equity
	Shares			Value			Shares			Value			Capital			Deficit			(Deficit)
Balance, December 31, 2023		227,838,679		$	227,839			18,326,075		$	18,326		$	104,770,997		$	(104,720,553	)	$	296,609

Conversion of preferred stock to common stock		(16,150,000	)		(16,150	)		807,500,000			807,500			(791,350	)		-			-

Subscription of common stock		-			-			233,000			233			199,267			-			199,500

Cancellation of common stock in return of preferred stock		14,517,800			14,518			(725,890,000	)		(725,890	)		711,372			-			-

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

Net loss		-			-			-			-			-			(1,081,047	)		(1,081,047	)

Balance, December 31, 2024		226,206,479			226,207			109,369,075			109,369			118,681,086			(105,801,600	)		13,215,062

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

Subscription of common stock		-		-		1,313,675		1,314		178,686		-			180,000

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

Conversation of convertible note		-		-		221,533		221		16,352		-			16,573

Net loss		-		-		-		-		-		(15,044,666	)		(15,044,666	)

Balance, December 31, 2025		226,206,479		226,207		110,994,283		110,994		118,898,534		(120,846,266	)		(1,610,531	)

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

F-56 Table of Contents

WINVEST GROUP LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Year ended December 31,2024			Year endedDecember 31,2023
Cash flows (used in) operating activities
Net loss	$	(1,081,047	)	$	(875,464	)
Stock based compensation		-			458,040
Loss from sale of investment		316,331			-
Provision for doubtful debts		4,100			-
Contingencies		100,000			-
Changes in assets and liabilities
Accounts receivable		(50,800	)		24,047
Accounts receivable-other		15,710			(15,710	)
Prepaid expenses		(43,398	)		94,123
Other assets		(1,272	)		(1,094	)
Accounts payable		(38,324	)		52,706
Accrued liabilities and project advances		427,591			33,277
Net cash (used) in operating activities		(351,109	)		(230,075	)
Cash flows provided by investing activities
Proceeds from sale of investment		262,018			-
Net cash provided by investing activities		262,018			-
Cash flows provided used by financing activities
Issuance of share capital		199,500			-
Loan proceeds		(18,670	)		18,670
Repayments of related party loans		-			(113,736	)
Proceeds from related party loans		44,713			333,063
Net cash provided by financing activities		225,543			237,997
Net increase in cash		136,452			7,922
Cash, beginning of period		45,070			37,148
Cash, end of period	$	181,522		$	45,070

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

(Expressed in U.S. Dollars)

	Year ended December 31, 2025			Year ended December 31, 2024
Cash flows (used in) operating activities
Net loss	$	(15,044,666	)	$	(1,081,047	)
Interest expense		113,807			-
Loss on derivative fair value change		(24,502	)		-
Loss on investment		14,371,211			316,331
Provision for doubtful debts		-			4,100
Bad debt written off		5,100			-
Prepayment written off		1,200			-
Share-based compensation to employee		10,500			-
Contingencies		25,000			100,000
Write-off of other receivable		50,440			-
Changes in assets and liabilities
Accounts receivable		-			(50,800	)
Accounts receivable-other		-			15,710
Prepaid expenses		(57,507	)		(43,398	)
Other assets		-			(1,272	)
Accounts payable		22,746			(38,324	)
Accrued liabilities and project advances		(24,619	)		427,591
Net cash used in operating activities		(551,290	)		(351,109	)

Cash flows provided by investing activity
Proceeds from sale of investment		-			262,018
Net cash provided by investing activity		-			262,018

Cash flows provided used by financing activities
Issuance of share capital		170,000			199,500
Convertible promissory notes, net		238,700			-
Loan repayments		-			(18,670	)
Related party loans, net		5,140			44,713
Net cash provided by financing activities		413,840			225,543

Net (decrease) increase in cash		(137,450	)		136,452
Cash, beginning of period		181,522			45,070
Cash, end of period	$	44,072		$	181,522
Supplemental Cash Flows Information
Issuance of shares to employee	$	12,000		$	-
Conversion of convertible note	$	10,000		$	-

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

F-67 Table of Contents

WINVEST GROUP LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~For~~FOR ~~the~~THE ~~Years~~YEARS ~~Ended~~ENDED ~~December~~ DECEMBER 31, ~~2024~~2025 ~~and~~AND ~~2023~~2024

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

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

Subsequently, WSPVA has been permanently revoked by the Nevada Secretary of State and no longer a subsidiary of the Company.

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

We are an early-stage company and making effort to reinstate the business. Our limited start-up operations have consisted of the formation of our business plan and identification of our target market. We will require the funds from this offering in order to fully implement our business plan as discussed in the “Plan of Operation” section. During the period from November 2012 through April 2020, the Company was dormant.

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

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

F-78 Table of Contents

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

Other than as described below, there are no arrangements or understandings among both the former and new control persons and their associates with respect to the election of directors of the Company or other matters.

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

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

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

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

On ~~September 14~~May 16, ~~2021~~2022, the ~~Board~~Company ofentered ~~Directors~~into ofa Share Exchange Agreement (the ~~Company~~“Agreement”) ~~approved~~with The Catalyst Group Entertainment, LLC (“TCG”), a ~~change~~California tolimited ~~its~~liability ~~fiscal~~company, ~~year~~and ~~end~~IQI ~~from~~Media ~~May 31~~Inc. to(“IQI”), ~~December 31~~a California corporation. ~~The~~Pursuant ~~change~~to the Agreement, the Company acquired 100% of the equity interests in ~~fiscal~~TCG ~~year~~and ~~became~~IQI ~~effective~~in exchange for an aggregate of 900,000 shares of the Company’s ~~2021~~common ~~fiscal~~stock. ~~year,~~The ~~which~~shares ~~began~~were ~~June 1,~~issued ~~2021~~to the members and ~~ended~~shareholders ~~December 31~~of TCG and IQI, ~~2021.~~namely ~~Accordingly~~Joseph Lanius, Nicholas Burnett, Khiow Hui Lim, (collectively, the ~~Company~~“TCG isand ~~filing~~IQI ~~this~~Shareholders”). ~~transition~~The ~~report~~transaction onhas ~~Form~~been ~~10-KT~~accounted for ~~the~~as ~~seven-month~~a ~~period~~recapitalization ~~from~~of ~~June 1~~the Company, ~~2021~~whereby ~~through~~WNLV ~~December 31,~~is ~~2021~~the accounting acquirer.

~~On December 17~~Consequently, ~~2021~~the ~~Zyrox~~Company ~~Mining~~has ~~International,~~ceased ~~Inc.~~to ~~amended~~fall ~~its~~under ~~articles~~the definition of ~~incorporation~~shell ~~change~~company ~~its~~as ~~name~~define toin ~~Winvest~~Rule 12b-2 ~~Group~~under ~~Ltd. (~~the ~~“Name~~Exchange ~~Change”).~~Act ~~The~~of ~~change~~1934, ~~was~~as ~~made~~amended in(the ~~anticipation~~“Exchange ofAct”) ~~entering~~and ~~into~~TCG aand ~~new~~IQI ~~line~~are ofnow ~~business~~wholly ~~operations~~owned subsidiaries.

~~Also~~On onMay ~~December 17~~25, ~~2021~~2022, the ~~Zyrox~~Board ~~Mining~~of ~~International,~~Directors ~~Inc.~~of ~~amended~~Winvest ~~its~~Group ~~articles~~Ltd. of(the ~~incorporation~~“Company”) toappointed ~~reverse~~Khiow ~~split~~Hui, ~~its~~Lim ~~common~~as ~~stock~~the atCorporation’s aChief ~~rate~~Strategic ofOfficer 1and ~~for~~Charlene ~~250~~Logan (Kelly as the ~~“Reverse”)~~Corporation’s Chief Intellectual Officer.

On ~~December 29~~June 13, ~~2021~~2022, ~~FINRA declared~~ the ~~Name~~Board ~~Change~~of ~~and~~Directors ~~the~~of ~~Reverse~~Winvest ~~effective~~Group Ltd. ~~Also on December 29, 2021,~~ (the “Company”) ~~was~~appointed ~~informed~~Khiow byHui, ~~FINRA~~Lim ~~that~~to the ~~Company~~Corporation’s ~~ticker~~Board ~~symbol~~of ~~would be changed to WNLV in twenty business days~~Directors. ~~The symbol change occurred on January 27, 2022~~

On ~~May 16~~June 29, 2022, the ~~Company~~Board ~~entered~~of ~~into~~Directors aof ~~share~~Winvest ~~exchange~~Group ~~agreement~~Ltd. (the “~~Share Exchange Agreement~~Company”) ~~with~~accepted 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~~resignation ~~Shareholders”), the sole officers, directors, and shareholders~~ of ~~TCG,~~Tham ~~IQI~~Yee ~~Media~~Wen ~~Inc. (“IQI”), a California corporation, solely 100% women-owned company, Khiow, Lanius, Charlene Logan Kelly (“Kelly”), Burnett, Connie Tsai (“Tsai”), and Amy Morton (“Morton”),~~ as the ~~officers,~~Company’s ~~directors and shareholders of IQI (the “IQI Shareholders”)~~Secretary. ~~Under~~Also, ~~the~~on ~~Share~~June ~~Exchange~~29, ~~Agreement~~2022, ~~One Hundred Percent (100%) of~~ the ~~ownership~~Board ~~interest~~ of ~~TCG~~Directors ~~and IQI was exchanged for 900,000 shares~~ of ~~common stock of~~ the Company atappointed ~~the~~Khiow ~~Closing~~Hui, ~~issued~~Lim ~~to the TCG Shareholders and the IQI Shareholders. The transaction has been accounted for~~ as ~~a recapitalization of~~ the Company,’s ~~whereby WNLV is the accounting acquirer~~Secretary.

~~F-8~~On ~~Table~~May 14, 2024, the Board of ~~Contents~~Directors of Winvest Group Ltd. (the “Company”) accepted the resignation of Tham Yee Wen as the Company’s Chief Operating Officer (COO). The Company is unaware of any disagreement causing Ms. Tham Yee Wen’s resignation.

~~Immediately~~Billie ~~after~~Black ~~completion~~Production ofLLC ~~such~~(hereafter ~~share~~called ~~exchange~~“BB”), ~~the~~is ~~Company had~~ a ~~total~~subsidiary of 17IQI,~~411~~ established on October 1,~~217~~ ~~issued~~2024, and ~~outstanding~~located ~~shares~~in Wyoming, ~~with~~United ~~authorized~~States. ~~share~~The ~~capital~~company ~~for~~was ~~common~~primarily ~~share~~formed to focus on media and film production activities. However, the company ceased operations in the first quarter of 42025 due to the cancellation of the film project that was originally planned to be produced through BB. Subsequently,~~500~~ BB was formally dissolved and its registration in the state records was terminated on August 12,~~000,000~~ 2025.

~~Consequently,~~In ~~the~~early ~~Company~~2025, ~~has~~TCG ~~ceased~~significantly toscaled ~~fall~~down ~~under~~its ~~the definition of shell company as define in Rule 12b-2 under the Exchange Act of 1934~~operations, ~~as amended (the “Exchange Act”)~~ and ~~TCG~~its ~~and~~bank ~~IQI~~accounts ~~are~~were ~~now~~formally ~~wholly~~closed ~~owned~~in ~~subsidiaries~~February 2026.

Details of the Company’s subsidiaries:

No.	Company Name	Domicile and Date of Incorporation	Principal Activities	Proportional of ownership interest and voting power held

1	IQI Media, Inc	US, California in April 2011	Media & Film Production	100%

2	The Catalyst Group Entertainment, LLC	US, Delaware in April 2019	Media Debt Financing	100%

3	Billie Black Production, LLC	US, Wyoming in October 2024	Media & Film Production, which was dissolved and terminated effective August 12, 2025	100%

F-9

Table of Contents

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated 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 consolidated financial statements in conformity with generally accepted accounting principles (“GAAP”) in the United States.

Going Concern

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the twelve months following the date of these consolidated financial statements. The Company has incurred operating losses since its inception. As of December 31, ~~2024~~2025, the Company had an accumulated deficit of $~~105~~120,~~801~~846,~~600~~266 and working capital deficit of $1,487,897. Because the Company does not expect that existing operational cash flow will be sufficient to fund presently anticipated operations, this raises substantial doubt about the Company’s ability to continue as a going concern. Therefore, the Company will need to raise additional funds and is currently exploring alternative sources of financing. The Company is currently ~~being~~ funded bythrough ~~Winvest~~the ~~Group~~issuance ~~Ltd~~of equity securities and convertible promissory notes. ~~who~~The Company expects to continue to rely on equity financings and convertible instruments until its operations become profitable. In addition, the Company is ~~extending~~actively ~~interest-free~~implementing ~~demand~~measures ~~loans~~to address the working capital shortfall, including pursuing equity financing from investors to provide further funding, continuing to manage operating costs prudently, and advancing the ~~Company~~progress of film production projects to generate future revenue streams. The Company ~~will~~believes bethat ~~required~~these toinitiatives, ~~continue~~together with its ongoing efforts to ~~rely~~expand onbusiness ~~Winvest~~operations, ~~Group~~will ~~Ltd.~~improve ~~until~~liquidity and support its ~~operations~~ability ~~become~~to ~~profitable~~continue as a going concern.

~~F-9~~While ~~Table~~management ofbelieves ~~Contents~~that these plans, if successfully implemented, will provide the Company with sufficient liquidity to meet its obligations, there can be no assurance that such financing or business opportunities will be available on acceptable terms, or at all. Accordingly, substantial doubt about the Company’s ability to continue as a going concern remains.

The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

F-10

Table of Contents

Use of Estimates

The preparation of the condensed consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of liabilities ~~and disclosure of contingent assets and liabilities~~ at the date of the ~~consolidated~~condensed 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 consolidated 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.

The most significant estimates relate to the convertible promissory note and the valuation of the embedded derivative. The Company bases its estimates on historical experience, known or expected trends, and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these condensed financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates.

Revenue Recognition

The Company's primary sources of revenue ~~are~~consist ~~from~~of (i) consulting income, which includes content creation and advertising services, ~~which~~and (ii) production income. These services are generally provided under contractual arrangements with customers. Revenue is recognized based on the following five-step model addressed below.:

1. Identify the contract with the customer:

A contract is established when it is approved by both parties, has commercial substance, identifies rights and payment terms, and it is probable that the Company will collect the consideration.

The contracts with customers, establish legally enforceable rights and obligations that define a tailored scope of services based on each client's requirements. These contracts outline the fees charged, payment terms, contract durations, and services provided. The company provides a single integrated service consisting of social media content creation, video production, analytics, and ad performance reporting.

The ~~Company~~contracts ~~entered into certain engagements with clients through communication platforms such as WeChat, without executing formal written agreements. However, the communications~~ clearly outlined the scope of services, payment terms, and resulted in invoices being issued to clients, detailing the services rendered. Based on ASC 606-10-25-1, the criteria for identifying a contract have been met-namely, the parties have approved the arrangement, each party's rights and payment terms are identifiable, the contract has commercial substance, and collection is probable. Accordingly, these arrangements are considered contracts under ASC 606, and revenue recognition is appropriate.

2. Identify the performance obligations in the contract:

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Table of Contents

3. Determine the transaction price:

The Company invoices the client atin accordance with the ~~end~~terms of the contract, with a fixed transaction price agreed upon ~~during the initial engagement. Revenue is recognized at a point~~ in ~~time, specifically when~~ the ~~Company has completed all contracted services and transferred control of the final deliverables to the client~~contract. This aligns with ASC 606-10-25-30, as the client obtains the ability to direct the use of and benefit from the completed marketing package only upon delivery. Accordingly, revenue is recognized at the point when the client accepts the final output of the services.

In certain engagements, of the prior financial year, the Company also earned a variable consideration in the form of a profit-sharing component, with one customer, where additional revenue was contingent on the customer's sales performance. Under ASC 606, this profit-sharing qualifies as variable consideration because the amount is not fixed at contract inception and depends on future sales. Revenue from variable consideration is included in the transaction price only when it is highly probable that no significant reversal will occur (constraint on variable consideration).

4. Allocate the transaction price to performance obligations in the contract:

All services provided by the Company are bundled into a single performance obligation, therefore the entire transaction price-~~including both the fixed monthly fee and any variable consideration-~~is allocated to this single obligation. Given that the services are highly interrelated and delivered continuously over the contract period, revenue is recognized as the services are performed. This approach ensures that revenue recognition accurately reflects the transfer of services to the client over time.

5. Recognize revenue when or as the Company satisfies a performance obligation

~~Revenue~~For consulting income, revenue is recognized ~~only~~over ~~when~~time, as the ~~performance~~Company ~~obligations~~performs ~~has~~services ~~been~~and ~~completed~~the customer simultaneously receives and ~~control~~consumes ~~has~~the ~~been~~benefits ~~transferred~~of tothose services. This is consistent with ASC 606, as the ~~client~~Company provides a continuous, integrated service over the contractual period. Accordingly, revenue is recognized on a time-elapsed basis over the service period.

For production income, revenue is recognized at a point in time, specifically when the Company has completed all contracted services and transferred control of the final deliverables to the client. This aligns with ASC 606-10-25-30, as the client obtains the ability to direct the use of and benefit from the completed deliverables upon delivery. Accordingly, revenue is recognized at the point when the client accepts the final output of the services.

Principal vs. Agent Considerations

For all its ~~content~~contracts ~~creation~~with ~~and advertising and marketing services~~customers, the Company acts as a principal, as itthe Company is responsible for establishing the price of the contract and the Company is primarily responsible for the fulfilment of services, including content development, production, analytics, and delivery to the client. The Company controls the service outputs before they are transferred and assumes the risks associated with performance. Accordingly, revenue is presented on a gross basis.

Production – Cost of Revenue

The cost of revenue is comprised of labor expense calculated based on an hourly labor rate provided by consultants and employees to produce revenue~~, as well as portion of office expense which is allocated to each project~~. Additionally, the cost of revenue includes direct expenses related to the revenues provided, such as managing the client’s Amazon sales channel through the creation of promotional advertisements to increase sales, translation of content into different languages, coordination of projects with different work teams to maximize client benefits, production crew for celebrity endorsements and video shooting, and salaries and wages of employees involved in creating and delivering these services.

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Administrative Expense

Administrative expense includes office expense, legal, accounting and other professional fees and other expenses and fess associated with being a public company. These expenses are recorded as incurred. ~~A small portion of the office expense is allocated to the cost of revenue.~~

Business Combinations

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

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

F-10 Table of Contents

Cash and cash equivalents

The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. On December 31, ~~2024~~2025, and December 31, ~~2023~~2024, the Company’s cash equivalents balance was $~~181~~44,~~522~~072 and $45181,~~070~~522 respectively.

Accounts Receivables

Accounts receivables are recognized and carried at amortized cost. The Company maintains an allowance for expected credit loss to provide for the estimated number of receivables that will not be collected. The Company considers several factors in its estimate of the allowance, including knowledge of a client’s financial condition, its historical collection experience, and other factors relevant to assessing the collectability of such receivables. Bad debts are written off against allowances. An allowance for doubtful accounts will be recorded in the period when a loss is probable based on an assessment of specific evidence indicating troubled collection, historical experience, accounts aging, ongoing business relation and other factors. Accounts are written off after exhaustive efforts at collection. If accounts receivable are to be provided for, or written off, they would be recognized in the unaudited condensed consolidated statement of operations within operating expenses.

ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments requires entities to use a current lifetime expected credit loss methodology to measure impairments of certain financial assets. Using this methodology will result in earlier recognition of losses than under the previous incurred loss approach, which requires waiting to recognize a loss until it is probable of having been incurred. There are other provisions within the standard that affect how impairments of other financial assets may be recorded and presented, and that expand disclosures.

As at December 31, 2025 and 2024, there has been no allowance for expected credit loss for accounts receivables.

Prepaid Expenses

Prepaid expenses primarily comprise amounts incurred in connection with film production activities for projects that are currently in development or production and for which revenue has not yet been recognized and are accounted for in accordance with ASC 926, Entertainment—Films.

Under ASC 926, such costs are capitalized when incurred as they represent direct and incremental expenditures that are expected to be recoverable from the future revenues generated by the related film projects. These costs may include, but are not limited to, development costs, production-related fees, and other direct costs incurred prior to the completion of the film.

Film production costs are not amortized during the production phase. Upon completion of the film and commencement of revenue-generating activities, these costs are recognized as cost of revenue in the consolidated statements of operations in the period in which the related revenues are recognized, in accordance with the matching principle under U.S. GAAP.

The Company evaluates film production costs for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If the estimated future revenues from the film project are not sufficient to recover the capitalized costs, an impairment loss is recognized for the excess of the carrying amount over the estimated recoverable amount.

Income taxes

The Company accounts for income taxes under FASB ASC 740, “Accounting for Income Taxes”. Under FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. FASB ASC 740-10-05, “Accounting for Uncertainty in Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities.

The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. The Company assesses the validity of its conclusions regarding uncertain tax positions quarterly to determine if facts or circumstances have arisen that might cause it to change its judgment regarding the likelihood of a tax position’s sustainability under audit.

~~F-11~~Convertible ~~Table~~Promissory ~~of Contents~~Notes

~~Stock-~~Convertible Promissory Notes are categorized as equity or debt based ~~Compensation~~on the terms of the notes and the guidance in ASC 480, Distinguishing Liabilities from Equity, and ASC 815, Derivatives and Hedging.

~~The~~Convertible ~~Company~~notes ~~accounts~~that ~~for~~meet ~~stock-based compensation using~~ the ~~fair~~criteria ~~value method following the guidance outlined in Section 718-10 of the FASB Accounting Standards Codification~~ for ~~disclosure~~equity ~~about~~classification ~~Stock-Based Compensation~~(e.g., ~~This~~conversion ~~section~~into ~~requires~~ a ~~public~~fixed ~~entity~~number ~~to measure the cost~~ of ~~employee~~shares ~~services~~with ~~received~~no inobligation ~~exchange~~to ~~for~~deliver ~~an award of equity instruments based on the grant-date fair value of the award (with limited exceptions~~cash). ~~That~~are ~~cost~~recorded ~~will be recognized over the period during which an employee is required to provide service~~ in ~~exchange~~equity ~~for~~at ~~the award- the requisite service period (usually the vesting period)~~issuance. NoInstruments ~~compensation~~classified ~~cost~~as ~~is recognized for~~ equity ~~instruments~~are ~~for~~not ~~which~~subsequently ~~employees~~remeasured, doand ~~not~~no ~~render~~interest ~~the~~expense ~~requisite~~is ~~service~~recognized.

Convertible notes that include a contractual obligation to deliver cash or other financial assets, or that do not meet the criteria for equity classification, are recorded as debt. These notes are initially recognized at the principal amount, net of discounts and issuance costs in accordance with ASC 480-10-55-44 on the consolidated balance sheets, and fair value of embedded derivatives in accordance with ASC 815. The debt portion is subsequently measured at amortized cost using the effective interest method. Interest expense is recognized in the statement of operations.

The Company accounts for derivative financial instruments, including embedded derivatives, in accordance with Accounting Standards Codification (ASC) 815, Derivatives and Hedging. Under this guidance, the Company evaluates whether an embedded feature within a financial instrument is required to be accounted for separately as a derivative.

Embedded derivatives that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that are not eligible for the scope exceptions under ASC 815, are bifurcated from the host instrument and accounted for as separate derivative financial instruments. These derivatives are recognized as either assets or liabilities on the balance sheet and are measured at fair value, with changes in fair value recognized in the consolidated statements of operations in the period in which they occur.

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Net Loss per Share

Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, “Earnings per Share.” Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. Hence no common stock equivalents were included in the computation of diluted net loss per shares since such inclusion would have been antidilutive.

Investment

The Company holds equity investments in private companies that do not have readily determinable fair values. In accordance with ASC 321, Investments—Equity Securities, the Company has elected the measurement alternative to record such investments at cost, less impairment, if any, and adjusted for observable price changes in orderly transactions for the identical or similar investment of the same issuer.

The Company assesses these investments each reporting period to determine whether an impairment or an observable price change has occurred. If impairment indicators are identified, the Company evaluates whether the decline in value is other-than-temporary and, if so, writes down the investment to its fair value. NoImpairment ~~impairment~~ or observable price adjustments were recognized during the reporting period.

Project Advances

Project advances represent amounts received from third parties and a related party for the purpose of funding specific film production projects. These funds are typically contributed prior to the commencement or during the development phase of a project and are used exclusively for project-related expenses, in accordance with agreed-upon terms between the contributor and the Company.

As of the reporting date, no repayments or returns have been made, as the related projects have not yet commenced. The Company will account for any repayment or return of funds in accordance with the contractual terms with the contributors upon project execution or completion, as applicable.

Related Party

The Company identifies related party transactions in accordance with ASC 850, “Related Party Disclosures.” A related party is generally defined as a person or entity that has control or significant influence over the Company, or vice versa, including directors, executive officers, significant shareholders, and their immediate family members, as well as entities under common control.

The Company’s Board of Directors, or a committee thereof, is responsible for reviewing and approving all material related party transactions.

Fair value of financial instruments

The carrying value of the Company’s financial instruments: cash and cash equivalents, trade receivables, prepaid expenses, trade payables, accrued liabilities, project advances and notes payables approximate their fair values because of the short-term nature of these financial instruments.

The Company also follows the guidance of the ASC Topic 820-10, “Fair Value Measurements and Disclosures” (“ASC 820-10”), with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:

Level 1: Observable inputs such as quoted prices in active markets;

Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

Segment Reporting

ASC 280, “Segment Reporting”, establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as well as information about geographical areas, business segments and major clients in financial statements for detailing the Company’s business segments. Based on the criteria established by ASC 280, it is determined that it operates as a single operating and reportable segment. The Company’s chief operating decision maker (“CODM”) has been identified as the Chief Executive Officer, who reviews financial information on a consolidated basis, including revenue, operating expenses and net income (loss), when evaluating operating performance and allocating resources. The CODM uses net income (loss) as the primary measure of performance and allocating resources. As the Company operates as a single segment and the CODM reviews consolidated financial information, the significant expense categories reviewed by the CODM are reflected in the consolidated statements of operations.

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Table of Contents

Recent Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting—Improvements to Reportable Segment Disclosures (Topic 280). The standard requires incremental disclosures related to reportable segments, including disaggregated expense information and the title and position of the company’s chief operating decision maker (“CODM”), as identified for purposes of segment determination. The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Entities must adopt the changes to the segment reporting guidance on a retrospective basis. The Company adopted the ASU on January 1, 2024. The additional required disclosures did not have a material impact on our consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. The standard will be effective for public companies for fiscal years beginning after December 15, 2024. The Company retrospectively adopted the ASU on January 1, 2025. The additional required disclosures did not have a material impact on our consolidated financial statements.

In March 2024, the FASB issued ASU 2024-02 Codification Improvements – Amendments to Remove References to the Concepts Statements. This ASU amends the ASC by removing references to various FASB Concepts Statements to simplify the ASC and draw a distinction between authoritative and non-authoritative literature. The amendments in this update apply to all reporting entities within the scope of the affected accounting guidance and are effective for public entities for fiscal years beginning after December 15, 2024. The Company adopted the ASU on January 1, 2025. The amendments did not have a material impact on our consolidated financial statements.

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03 Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) Disaggregation of Income Statement Expenses. The guidance in ASU 2024-03 requires public business entities to disclose in the notes to the financial statements, among other things, specific information about certain costs and expenses including purchases of inventory; employee compensation; and depreciation, amortization and depletion expenses for each caption on the income statement where such expenses are included. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted, and the amendments may be applied prospectively to reporting periods after the effective date or retrospectively to all periods presented in the financial statements. The Company is currently evaluating the provisions of this guidance and assessing the potential impact on the Company’s financial statement disclosures.

In March 2025, the FASB issued ASU 2025-02, Liabilities (Topic 405): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 122, which removes certain SEC guidance related to obligations to safeguard crypto-assets. The Company does not engage in activities involving crypto-assets; therefore, the adoption of this ASU is not expected to have a material impact on its financial statements.

In May 2025, the FASB issued ASU 2025-04, Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Clarifications to Share-Based Consideration Payable to a Customer, which amends ASC 718 and ASC 606 to (i) expand the definition of a performance condition to include vesting tied to a customer’s own purchases or the purchases of the customer’s customers, (ii) require entities to estimate expected forfeitures, and (iii) clarify that the variable consideration guidance in ASC 606 does not apply to share-based consideration payable to a customer. The amendments are effective for annual and interim periods beginning after December 15, 2026, with early adoption permitted. We are currently evaluating the impact of this guidance on our consolidated financial statements.

In July 2025, the FASB issued ASU 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient for measuring expected credit losses on current trade receivables and contract assets by assuming that current conditions remain unchanged over the life of the asset. The amendments are effective for annual and interim periods beginning after December 15, 2025, with early adoption permitted. We are currently evaluating the impact of this guidance on our consolidated financial statements.

In December 2025, the FASB issued ASU 2025-11 “Interim Reporting (Topic 270): Narrow-Scope Improvements”. This ASU provides a comprehensive list of required interim disclosures and introduces a disclosure principle requiring entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. This ASU is effective for interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the effect of adopting of this ASU.

In December 2025, the FASB issued ASU 2025-12 “Codification Improvements”. This ASU represents changes to the Codification that (1) clarify, (2) correct errors, or (3) make minor improvements. This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim periods within those annual reporting periods. Early adoption is permitted. The Company is currently evaluating the effect of adopting of this ASU.

The Company reviews new accounting standards as issued. Management has not identified any other new standards that it believes will have a significant impact on the Company’s financial statements.

F-1215 Table of Contents

NOTE 3 – ~~INVESTMENTS~~PREPAID EXPENSES

OnThe ~~September 28, 2023, (the “~~Company”) ~~entered~~had prepaid ~~into~~expenses aamounting ~~Securities~~to $160,936 as ~~Exchange~~of ~~Agreement~~December ~~(the~~31, ~~“Agreement”) with Infinity Fund Australia Pty Ltd~~2025, an ~~Australian~~increase ~~corporation (“IFA”). Pursuant to the terms~~ of ~~the Agreement~~$56,309 from ~~the Company acquired 800~~$104,~~000~~627 as ~~shares~~of ~~IFA~~December ~~Series A Preferred stock in exchange for 800~~31,~~000~~ ~~shares~~2024. ofThis ~~WNLV~~increase ~~Common~~was ~~stock~~primarily ~~registered~~due ~~under~~to ~~the~~startup ~~S-1~~fees ~~Registration~~for ~~Statement~~film ~~declared effective on July 20, 2023~~production.

NOTE 4 – INVESTMENTS

On September 28, 2023, (the “Company”) entered into a Securities Exchange Agreement (the “Agreement”) with Infinity Fund Australia Pty Ltd, an Australian corporation (“IFA”). Pursuant to the terms of the Agreement, the Company acquired 800,000 shares of IFA Series A Preferred stock at a cost of $1.50 per share, in exchange for 800,000 shares of WNLV Common stock registered under the S-1 Registration Statement declared effective on July 20, 2023.

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

On February 27, 2024, the Company issued 9,200,000 shares of its common stock to exchange 9,200,000 shares of IFA’s Series A Preferred Stock. The share exchange was valued at $1.50 per share.

During the year ended December 31, 2024 IFA repurchased 386,866 shares of its Series A Preferred Stock. The Company ~~received~~recorded $263,967 in proceeds from this repurchase and recorded a “loss on investments” of $316,331. The "loss on investments" represents the ~~cash~~ proceeds, net of any variable costs (i.e., gross loss), realized directly by IFA from its business activities related to its shareholdings in the Company during the period from the admission of issued shares ~~issued~~for trading on the OTC Markets. An amount of $1,950 of these proceeds were not received and was written off in the ~~transaction~~statement toof ~~trading~~profit onand loss during the ~~OTC~~year ~~Markets~~ended December 31, 2025.

AsFor ofthe years ended December 31, ~~2024~~2025, ~~and~~IFA ~~December~~repurchased 463,968 shares 31of its Series A Preferred Stock. The Company recorded $48,490 in ~~2023~~proceeds from this repurchase and recorded a “loss on investments” of $647,462. The "loss on investments" represents the ~~balance~~proceeds, net of ~~investments~~any ~~was~~variable costs less cost of the investment disposed off, realized directly by the Company. The proceeds of $1448,~~419,701~~490 were not received and $1was written off in the statement of profit and loss during the year ended December 31,~~200,000,~~ ~~respectively~~2025.

~~NOTE~~In 4addition, –due ~~LOAN~~to ~~PAYABLE~~ongoing uncertainty surrounding the status of the arrangement with IFA and the low likelihood of recovery of the remaining investment, management performed an assessment of recoverability and determined that the carrying value of the investment was no longer recoverable. Accordingly, the Company recorded a write-off of $13,723,749, which has been recognized as a loss on investment in the statement of profit and loss for the year ended December 31, 2025.

As of December 31, ~~2024~~2025 and ~~December 31~~2024, ~~2023,~~ the balance of ~~loan~~investments ~~payable~~ was $-0- and $1814,~~670~~419,701, respectively. On February 28, 2023 the Company entered into a Paypal Business Loan at an annual interest rate of 19.19%. This facility allows for borrowings up to a maximum of $90,000. The Company initially borrowed $50,000 under this loan agreement and is required to pay $1,730.77 per week for 52 weeks until the loan is paid off. As at December 31, 2024, the loan is fully settled.

	As of December 31, 2025			As of December 31, 2024
Balance at the beginning of the year		14,419,701			1,200,000
Shares acquired during the year		-			13,800,000
Shares sold during the year		(695,952	)		(580,299	)
Written off during the year		(13,723,749	)		-
Balance at the end of the period		-			14,419,701

NOTE 5 – NOTES PAYABLE-RELATED PARTIES

As of December 31, ~~2024~~2025, and December 31, ~~2023~~2024, the balance of notes payable to related parties was $~~675~~681,~~869~~009 and $~~631~~675,~~157~~869, respectively. These notes have been provided on an interest-free demand basis to the Company.

The Company’s financing subsequent to the change of control on September 30, 2021 primarily has come from ~~the~~ Winvest Group Limited (Cayman), an affiliate with the same name as the Company, and based in the Cayman Islands; and from the CEO and Chairman of the Company~~’s IQI subsidiary~~. Winvest Group Limited (Cayman) is an equity holdings company in the wellness industry and shares the same board of directors as the Company. As of December 31, 2024, the balance of notes payable was comprised of $565,818 due to the Winvest Group Limited (Cayman) and $65,250 due to the founder of IQI and $44,801 due to the CEO of the Company. As of December 31, 2023, the balance of notes payable was comprised of $567,642 due to the Winvest Group Limited (Cayman) and $63,514 due to the founder of IQI and $3,000 due to the CEO of the Company.

	As of December 31, 2024		As of December 31, 2023
Balance at the beginning of the year	$	631,157	$	601,649
Additions (new advances received)		44,712		29,508
Repayment		-		-
Balance at the end of the period	$	675,869	$	631,157

F-16

Table of Contents

~~NOTE~~As 6of –December ~~PROJECT~~31, ~~ADVANCES~~2025, ~~PROJECT~~the ~~ADVANCES~~outstanding ~~RELATED~~balance ~~PARTIES~~of related party notes payable was comprised of the following:

~~Project~~· ~~advances represent unsecured~~$565,818 ~~interest-free~~due ~~advances~~to ~~made~~Winvest byGroup ~~investors~~Limited to(Cayman), ~~help~~· ~~the~~$56,910 ~~Company~~due ~~fund~~to ~~film projects~~Ms. IfKhiow ~~the~~Hui ~~film~~Lim, isChairman ~~successful~~of the ~~investor~~Company ~~can~~and ~~recoup~~CEO ~~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 byfounder ~~investor. The Company records royalties payable when it becomes probable that royalties will be payable. As~~ of ~~December 31, 2024 and December 31, 2023~~ the ~~amount~~Company’s ofIQI ~~total~~subsidiary ~~project~~· ~~advances were~~ $~~550~~58,~~000~~281 ~~and~~due ~~$250,000,~~to ~~respectively, and no royalties had been accrued~~Mr. AsJeffrey ofWong ~~December~~Kah 31Mun, ~~2024~~Chief ~~and~~Executive ~~December~~Officer ~~31,~~and ~~2023~~Director ~~project advances~~ of ~~$150,000~~the ~~and $150,000 respectively were provided by a related party~~Company.

~~NOTE~~As 7of –December ~~COMMITMENTS~~31, ~~AND~~2024, ~~CONTINGENCIES~~the outstanding balance of related party notes payable was:

~~The~~· ~~Company~~$565,818 ~~have~~due ~~contingencies~~to asWinvest ofGroup ~~December~~Limited 31(Cayman), ~~2024~~· $65,250 ~~and~~due ~~December~~to ~~31,~~Ms. ~~2023~~Khiow ~~were~~Hui ~~$100~~Lim,~~000~~ ~~and~~Chairman $0of ~~respectively.~~the ~~The~~Company ~~contingency~~and ~~raised~~CEO isand ~~due~~founder toof the Company’s ~~not~~IQI ~~assessing~~subsidiary ~~and~~(in ~~submitting~~2024 ~~its~~she ~~tax~~was ~~filings~~a ~~for~~Director of the ~~four~~Company). ~~most~~· ~~recent~~$44,801 ~~tax~~due ~~year~~to ~~ends~~Mr. ~~This~~Jeffrey ~~creates~~Wong anKah ~~exposure~~Mun, ofChief aExecutive ~~potential~~Officer ~~liability for interest~~ and ~~penalties~~Director of ~~$25,000~~the ~~per year being recognised~~Company.

F-13 Table of Contents

	As of December 31, 2025			As of December 31, 2024
Balance at the beginning of the period / year	$	675,869		$	631,156
Additions (new advances received)		-			44,713
Repayment to Khiow Hui Lim		(26,395	)		-
Repayment to Jeffrey Wong Kah Mun		(4,800	)		-
Amount paid on behalf of the Company by Khiow Hui Lim		18,055
Amount paid on behalf of the Company by Jeffrey Wong Kah Mun		18,280			-
Balance at the end of the period	$	681,009		$	675,869

NOTE 86 – ~~INCOME~~PROJECT ~~TAX~~ADVANCES and PROJECT ADVANCES - RELATED PARTY

~~The~~Project ~~Company~~advances ~~and~~represent ~~its~~unsecured, ~~two~~interest-free ~~subsidiaries~~advances, ~~were~~with ~~incorporated~~no infixed ~~the~~terms ~~United~~for ~~States~~repayment, ofmade ~~America~~by ~~and~~investors ~~were~~to ~~subject~~help tothe ~~United~~Company ~~States~~fund ~~federal~~film ~~taxation~~projects. atIf the ~~tax~~film ~~rate~~is ofsuccessful ~~21%.~~the Noinvestor ~~provisions~~can ~~for~~recoup ~~income~~the ~~taxes~~money ~~have~~advanced ~~been~~as ~~made~~well as ~~the~~earning ~~Company~~a ~~and~~royalty ~~two~~based ~~subsidiaries~~upon ~~have~~the norevenues ~~taxable~~generated ~~income~~by ~~for~~ the ~~period~~film. AsThe terms of ~~December~~this ~~31,~~arrangement ~~2024,~~vary ~~the~~by ~~Company~~film and ~~three~~by ~~subsidiaries~~investor. ~~had~~The ~~net~~Company ~~operating~~records ~~loss~~royalties ~~carry~~payable ~~forwards~~when ~~aggregated~~it ~~$105,801,600~~becomes probable that ~~may~~royalties will be ~~available to reduce future years’ taxable income~~payable. ~~Future~~As ~~tax~~of ~~benefits~~December ~~that~~31, ~~may~~2025 ~~arise~~and as2024 athe ~~result~~amount of ~~these~~total ~~losses~~project ~~have~~advances ~~not~~were ~~been~~$550,000 and ~~recognized~~$550,000, inrespectively, ~~these~~of ~~financial~~which, ~~statements as their realization is determined not likely to occur and~~$150,000 and ~~accordingly~~$150,000 respectively ~~the~~were ~~Company~~provided ~~has~~by ~~recorded~~ a ~~valuation~~related ~~allowance~~party, ~~for~~Winvest ~~the~~Group ~~deferred~~Limited ~~tax asset relating to these tax loss carry-forwards~~(Cayman). No ~~tax~~royalties ~~benefit~~had ~~has~~ been ~~realized~~accrued ~~since~~as ano ~~100%~~revenue ~~valuation allowance~~ has ~~offset~~been ~~deferred~~generated ~~tax~~as ~~assets resulting from the net operating losses~~yet.

NOTE 7 – CONVERTIBLE PROMISSORY NOTES

Convertible Note Payable

The Company has issued Convertible Promissory Notes during the financial year.

Management has assessed that the convertible promissory notes meet the criteria for classification as debt and not equity. The Company further evaluated that the embedded feature within the Notes require bifurcation in accordance with ASC 815 and accounted for separately as a derivative liability with changes in the fair value recognized in the Consolidated Statement of Operations.

The debt portion of the convertible promissory notes were initially recorded at the principal amount, net of fair value of the embedded derivatives at issuance date, and also issuance costs and discounts, which are amortized to interest expense over the term of the notes using the effective interest method. Accordingly, the carrying amount presented represents the net amount after such costs and give rise to high effective interest rates. The effective interest rates do not reflect the Company’s contractual cash borrowing cost.

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First Convertible Note

On March 6, 2025, the Company issued a convertible promissory note with a principal amount of $75,000 to a third-party lender. The note bears interest at 10% per annum and matures on December 15, 2025. The notes are to be settled by way of cash or may be converted to ordinary shares. The conversion feature allows the holder, after 180 days, to convert any unpaid principal and interest into shares of the Company’s common stock at a conversion price equal to 61% of the lowest trading price of the common stock during the ten (10) trading days prior to the conversion date. The conversion of this note is subject to certain criterions as mentioned in the Convertible Note Agreement, which include a beneficiary cap of 4.99% of shareholdings in the Company by the Note Holder.

As of issuance date, March 6, 2025, the fair value measurements were as follows:

	·	Principal amount of note: $75,000
	·	Legal fees associated with issuance: $6,500
	·	Total cash received: $68,500
	·	Value of the debt portion (net of issuance fees and discounts): $19,203
	·	Fair value of embedded derivative liability (based on level 2 inputs): $49,297

As of September 15, 2025, the third-party lender converted a principal amounting to $10,000 into 221,533 shares of common stock at a conversion price of $0.04514 per share.

As of December 19, 2025, the Company repaid partially to the third-party lender amounting to $46,200.

As of December 31, 2025, the Company recognized the following in its audited consolidated statement of operations:

	·	Interest expense of $62,921, which includes the amortized interest costs from date of issuance of the convertible note till the reporting date using the effective interest rate of 327.66%.
	·	Gain on derivative fair value change of $26,150, reflecting the remeasurement of the embedded derivative liability as of the conversion date and the reporting date.

As of December 31, 2025, this note has not yet been fully settled and has a carrying value of $25,924. and is still considered a convertible note, even though it has passed its stated maturity date, as the conversion right explicitly survives maturity and continues until the outstanding balance is settled per the Convertible Note Agreement.

As of December 31, 2025 and 2024, the first convertible note has a carrying value of $25,924 and $0 respectively.

As of December 31, 2025 and 2024, the first convertible note has a fair value (based on level 2 inputs) of $25,924 and $0 respectively.

Second Convertible Note

On August 13, 2025, the Company issued a convertible promissory note with a principal amount of $90,000 to a third-party lender. The note bears interest at 10% per annum and matures on August 13, 2026. The notes are to be settled by way of cash or may be converted to ordinary shares. The conversion feature allows the holder, after 180 days, to convert any unpaid principal and interest into shares of the Company’s common stock at a conversion price equal to 61% of the lowest trading price of the common stock during the ten (10) trading days prior to the conversion date. The conversion of this note is subject to certain criterions as mentioned in the Convertible Note Agreement, which include a beneficiary cap of 4.99% of shareholdings in the Company by the Note Holder.

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As of issuance date, August 13, 2025, the fair value measurements were as follows:

	·	Principal amount of note: $90,000
	·	Legal fees associated with issuance: $7,800
	·	Total cash received: $82,200
	·	Value of the debt portion (net of issuance fees and discounts): $20,066
	·	Fair value of embedded derivative liability (based on level 2 inputs): $62,134

As of December 31, 2025, the Company recognized the following in its audited consolidated statement of operations:

	·	Interest expense of $30,276, which includes the amortized interest costs from date of issuance of the convertible note till the reporting date using the effective interest rate of 393.37%.
	·	Loss on derivative fair value change of $927, reflecting the remeasurement of the embedded derivative liability as of the reporting date.

As of December 31, 2025 and 2024, the second convertible note has a carrying value of $50,342 and $0 respectively.

As of December 31, 2025 and 2024, the second convertible note has a fair value (based on level 2 inputs) of $97,606 and $0 respectively.

Third Convertible Note

On October 24, 2025, the Company issued a convertible promissory note with a principal amount of $150,000 to a third-party lender. The note bears interest at 6% per annum and matures on October 24, 2026. The notes are to be settled by way of cash or may be converted to ordinary shares. The conversion feature allows the holder, after 180 days, to convert any unpaid principal and interest into shares of the Company’s common stock at a conversion price equal to 60% of the lowest trading price of the common stock during the ten (10) trading days prior to the conversion date. The conversion of this note is subject to certain criterions as mentioned in the Convertible Note Agreement, which include a beneficiary cap of 4.99% of shareholdings in the Company by the Note Holder.

As of issuance date, October 24, 2025, the fair value measurements were as follows:

	·	Principal amount of note: $150,000
	·	Legal fees associated with issuance: $5,000
	·	Issuance discount: $15,000
	·	Total cash received: $130,000
	·	Value of the debt portion (net of issuance fees and discounts): $25,828
	·	Fair value of embedded derivative liability (based on level 2 inputs): $104,172

As of December 31, 2025, the Company recognized the following in its audited consolidated statement of operations:

	·	Interest expense of $24,810, which includes the amortized interest costs from date of issuance of the convertible note till the reporting date using the effective interest rate of 515.62%.
	·	Loss on derivative fair value change of $721, reflecting the remeasurement of the embedded derivative liability as of the reporting date.

As of December 31, 2025 and 2024, the third convertible note has a carrying value of $50,638 and $0 respectively.

As of December 31, 2025 and 2024, the third convertible note has a fair value (based on level 2 inputs) of $152,738 and $0 respectively.

Embedded Derivative Liability

In accordance with ASC 815-15-25, the Company evaluated the terms of the conversion feature of each of the convertible promissory notes and determined that it represents an embedded derivative that is not clearly and closely related to the host debt instrument. Specifically, the variability in the conversion price based on market prices causes the feature to meet the definition of a derivative under ASC 815-10-15-83. Accordingly, the conversion option was bifurcated from the host instrument and accounted for separately as a derivative liability at fair value at inception and remeasured at fair value at each reporting date, with changes in fair value recognized in the statement of comprehensive income. The Company adopted a simplified discounted cash flow (DCF) model based on a discounted contractual payoff approach, whereby the embedded derivative is valued at the contractually determinable conversion premium, representing the economic benefit upon conversion, discounted to present value using observable risk-free interest rates over the contractual time to conversion. The Company has determined that the valuation of the derivative liability is appropriately classified within Level 2, as the valuation is based primarily on contractually defined conversion terms, which are directly observable, the discount rate applied is based on observable U.S. Treasury rates and the timing of cash flows is derived from fixed contractual maturity or conversion dates. Accordingly, no significant unobservable inputs are used in the valuation.

The Company engaged an independent valuation specialist to determine the fair value of the embedded derivative for the first convertible promissory note as of the issuance date and for the period ended March 31, 2025. Thereafter, the Company performed internal valuations for all subsequent reporting dates.

NOTE 8 – COMMITMENTS AND CONTINGENCIES

Other than as disclosed elsewhere above, the Company has contingencies as of December 31, 2025, and December 31, 2024 of $125,000 and $100,000 respectively. The contingency is raised as the Company has not assessed and submitted its tax filings for the five most recent tax year ends. This creates an exposure to a potential liability for interest and penalties of $25,000 per year which has been recorded in the consolidated financial statements.

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NOTE 9 – INCOME TAX

The Company and its two subsidiaries were incorporated in the United States of America and were subject to United States federal taxation at the tax rate of 21%. No provisions for income taxes have been made as the Company and two subsidiaries have no taxable income for the period. As of December 31, 2025, the Company and two subsidiaries had cumulative net operating losses (NOL’s) aggregating $120,846,266 that may be available to reduce future years’ taxable income. Future tax benefits that may arise as a result of these losses have not been recognized in these financial statements as their realization is determined not likely to occur and, accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards. No tax benefit has been realized since a 100% valuation allowance has offset deferred tax assets resulting from the net operating losses.

Provision for income tax consists of the following:

	For the year endedDecember 31, 2024			For the year ended December 31, 2023
	For the year endedDecember 31, 2025			For the year ended December 31, 2024
Current income tax (benefit)
U.S.	$	-		$	-
Deferred income tax
Deferred tax assets for NOL carry-forwards		~~227~~3,~~020~~159,380			~~183~~227,~~847~~020
Valuation allowance		(~~227~~3,~~020~~159,380	)		(~~183~~227,~~847~~020	)
Net changes in deferred income tax (benefit)		-			-
Total income tax provision	$	-		$	-

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

	For the year ended December 31, 2024			For the year ended December 31, 2023
	For the year ended December 31, 2025			For the year ended December 31, 2024
Net loss before income tax	$	(115,~~081~~044,~~047~~666	)	$	(~~875~~1,~~464~~081,047	)
Statutory tax rate		21	%		21	%
Tax expenses (benefit) at the statutory tax rate, net		(~~227~~3,~~020~~159,380	)		(~~183~~227,~~847~~020	)
Valuation allowance		~~227~~3,~~020~~159,380			~~183~~227,~~847~~020
Income tax expenses, net	$	-		$	-

A reconciliation between of the statutory tax rate to the effective tax rate are as follows:

	For the year ended December 31, 2025			For the year ended December 31, 2024

Statutory tax rate		(21	)%		(21	)%
Reconciling items:
Valuation allowance		21	%		21	%
Effective tax rate		-	%		-	%

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

	For the year ended December 31, 2024			For the year ended December 31, 2023
	As atDecember 31, 2025			As atDecember 31, 2024
Net operating loss carry-forwards	$	~~227~~25,~~020~~377,716		$	~~183~~22,~~847~~218,336	)
Less: Valuation allowance		(~~227~~25,~~020~~377,716	)		(~~183~~22,~~847~~218,336	)
Deferred tax assets, net	$	-		$	-

F-1420 Table of Contents

NOTE 9 – PREPAYMENT EXPENSE

The Company had a prepayment expense amounted $104,627 as of December 31, 2024, an increase of $43,396 from $61,231 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 service.

NOTE 10 – ACCRUED LIABILITIES

As of December 31, ~~2024~~2025, the Company had accrued liabilities of $~~181~~135,~~908~~289, which is ana ~~increase~~decrease of $~~127~~46,~~591~~619 from $54181,~~317~~ 908 as of December 31, ~~2023~~2024. The accrued liabilities as of ~~September~~December 3031, ~~2024~~2025 consist of amounts owed for staff costs, audit fees and other administrative expenses

Included in accrued liabilities are amounts payable to the related parties of the Company which is our Company's ~~director~~Chairman, Khiow Hui Lim, ~~and Company officer, Charlene Logan Kelly,~~ for marketing advisory services rendered to the Company.

The following marketing advisory fees were accrued as of the respective year-ends:

	·	Khiow Hui Lim: $2456,000 accrued for the year ended December 31, ~~2024~~2025, and $424,000 accrued for the year ended December 31, ~~2023~~2024. The total amount of marketing advisory services ~~paid~~incurred toand services provided by Khiow Hui Lim was $48,000 for the year ended December 31, ~~2024~~2025, and $1548,~~934~~000 for the year ended December 31, ~~2023~~2024.
	·	Charlene Logan Kelly: $~~12,000~~0 accrued for the year ended December 31, ~~2024~~2025, and $212,000 accrued for the year ended December 31, ~~2023~~2024. The total amount of marketing advisory services paid to Charlene Logan Kelly was $~~24,000~~0 for the year ended December 31, ~~2024~~2025, and $824,~~481~~000 for the year ended December 31, ~~2023~~2024.

NOTE 11 – EQUITY

Common Stock

As of December 31, ~~2024~~2025, the Company had 4,500,000,000 authorized shares of Common Stock with a par value of $0.001. As of December 31, ~~2024~~2025, and December 31, ~~2023~~2024, there were ~~109~~110,~~369~~994,~~075~~283 and 18109,~~326~~369,075 shares of Common Stock issued and outstanding, respectively.

2025 Issuances

During the year ended December 31, 2025 the Company issued the following common shares:

	·	1,000,000 common shares were issued to investor for proceeds of $100,000
	·	50,000 common shares were issued to investor for proceeds of $10,000
	·	213,675 common shares were issued to investor for proceeds of $50,000
	·	50,000 common shares were issued to investor for proceeds of $20,000
	·	90,000 common shares were issued to Charlene Logan for compensation of salary
	·	221,533 common shares were issued to investor for conversion of convertible note

2024 Issuances

During the year ended December 31, 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 $13,800,000. See Note 3 – Investments
	·	550,000,000 common shares were cancelled in return of 11,000,000 Series Preferred shares
	·	200,000,000 common shares upon the conversion of 4,000,000 Series Preferred shares
	·	175,890,000 common shares were cancelled in return of 3,517,800 Series Preferred shares
	·	100,000 common shares were donated to Wichita State University Foundation

~~2023~~F-21 ~~Issuances~~Table of Contents

During the year ended December 31, 2023, the Company issued 114,510 restricted common shares to various individuals for services provided. These shares were valued at $4.00 each, based on the trading price of the Company’s common stock on the date the share issuance which is on February 15, 2023, was approved by the Company’s Board of Directors. As a result, the Company recorded stock-based compensation expense of $458,040 for the year ended December 31, 2023.

Preferred Stock

~~During~~As ~~2020~~of December 31, 2025, the Company ~~had~~has ~~855~~authorized 300,000 ,000 shares of Preferred Series A Stock ~~outstanding~~. ~~This~~As ~~Class~~ of ~~Preferred~~December ~~had~~31, a2025, 1and ~~for~~December 31, 12024, ~~conversion~~there ~~ratio~~were 226,206,479 and 226,206,479 Preferred ~~to common stock. During 2021 this class of~~ Series A ~~Preferred~~shares ~~Stock~~issued ~~was~~and ~~converted to 855~~outstanding,~~000~~ ~~shares of common stock prior to the reverse split~~respectively. Each Onshare ~~a post-split basis~~ of ~~250~~preferred tostock 1,is ~~this~~convertible ~~amounted~~ to ~~3,420~~50 ~~common~~ shares. ~~In March 2021 the Company designated a new class~~ of ~~Series~~common ~~A Preferred Stock~~stock.

~~As of December~~NOTE ~~31,~~12 ~~2023,~~– ~~the~~CONCENTRATIONS ~~Company~~OF has authorized 300,000,000 shares of Preferred Series A Stock. As of December 31, 2024, and December 31, 2023, there were 226,206,479 and 227,838,679 Preferred Series A shares issued and outstanding, respectively. Each share of preferred stock is convertible to 50 shares of common stock.RISKS

~~NOTE 12~~(a) –Major ~~SUBSEQUENT EVENTS~~customers

InFor ~~accordance~~the ~~with~~years ~~ASC~~ended ~~Topic~~December ~~855~~31, ~~“Subsequent~~2025 ~~Events”, which establishes general standards of accounting for~~ and ~~disclosure of events that occur after the balance sheet date but before financial statements are issued~~2024, ~~the~~there ~~Company~~were ~~has~~two ~~evaluated~~and ~~all~~four ~~events~~customers orrespectively ~~transactions~~who ~~that~~accounted ~~occurred~~for ~~after~~more ~~December~~than ~~31,~~10% ~~2024~~of ~~up through~~ the ~~date the~~ Company’s ~~issued the financial statements~~revenues. ~~During~~The ~~this~~customers ~~period,~~who ~~the~~accounted ~~Company~~for ~~determined~~more ~~that~~than ~~its~~10% ~~subsidiary, Billie Black Production, LLC, will be shut down in the first quarter~~ of ~~2025. Management is in~~ the ~~process of winding down the operations, and the~~ Company’s ~~will~~revenues ~~account for~~ and ~~disclose~~its ~~any~~outstanding ~~related~~receivable ~~financial~~balance ~~impact~~at ~~in the~~ period-end ~~in which the shutdown~~ is ~~completed.~~presented ~~Other~~below: than the matters described above, the Company has evaluated subsequent events through the date the financial statements were issued and has determined that there were no additional subsequent events that require disclosure or adjustment to the financial statements.

NOTE 13 - RECLASSIFICATION OF PRIOR YEAR AMOUNTS

	For the year ended December 31				For the year ended December 31						For the year ended December 31
	2025		2024		2025			2024			2025		2024
Major Customers	Revenues				Percentage of revenues						Accounts receivable, trade
Customer A	$	-	$	45,700		-	%		59	%	$	-	$	-
Customer B		-		10,000		-			13			10,000		10,000
Customer C		-		10,640		-			14			-		-
Customer D		-		8,500		-			11			-		5,100
Customer E		14,000		-		18			-			-		-
Customer F		61,676		-		79			-			-		-
Total	$	75,676	$	74,840		97	%		97	%	$	10,000	$	15,100

~~Certain~~(b) ~~prior~~Major year amounts have been reclassified to conform to the current year's presentation. These include the reclassification of an investment in preference shares acquired under a share exchange agreement. In the prior year, the investment was recorded at the par value of the Company's shares. In the current year, the investment has been reclassified and measured at cost, which better reflects the consideration transferred in the transaction. This reclassification had no effect on previously reported net income. vendors

FFor the years ended December 31, 2025 and 2024, there were four and two vendors respectively who accounted for more than 10% of the Company’s cost of revenue. The vendors who accounted for more than 10% of the Company’s cost of revenue and its outstanding payable balance at period-15end is presented below:

	For the year ended December 31				For the year ended December 31						For the year ended December 31
	2025		2024		2025			2024			2025		2024
Major Vendors	Cost of revenue				Percentage of Cost of revenue						Accounts payable, trade
Vendor A	$	-	$	10,400		-	%		13	%	$	-	$	-
Vendor B		-		20,000		-			25			-		2,255
Vendor C		5,000		-		11			-			-		-
Vendor D		8,450		-		18			-			-		-
Vendor E		5,632		-		12			-			-		-
Vendor F		6,500		-		14			-			-		-
Total	$	25,582	$	30,400		55	%		38	%	$	-	$	2,255

Financial instruments that are potentially subject to credit risk consist principally of accounts receivable. The Company believes the concentration of credit risk in its trade receivables is substantially mitigated by its ongoing credit evaluation process and relatively short collection terms. The Company does not generally require collateral from customers. The Company evaluates the need for an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends and other information.

(d) Liquidity risk

For the year ended December 31, 2025, the Company incurred a net loss of $15,044,666, suffered accumulated deficit of $120,846,266 and experienced negative cash flows from operating activities of $551,290. These conditions raise substantial doubt about the ability of the Company to continue as a going concern.

NOTE 13 – SUBSEQUENT EVENTS

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred after December 31, 2025 up through the date the Company issued the financial statements.

On February 17, 2026, the Company received a notice of conversion from Labrys Fund II, LP pursuant to a convertible promissory note dated August 14, 2025. The holder elected to convert an aggregate amount of $12,749, consisting of $6,638.04 in principal, $4,610.96 in accrued interest, and $1,500 in fees, into 5,500,000 shares of the Company’s common stock at a conversion price of $0.002318 per share. Following the conversion, the remaining principal balance outstanding under the note was $83,361.96, with no accrued and unpaid interest remaining.

Other than the matters described above, the Company has evaluated subsequent events through the date the financial statements were issued and has determined that there were no additional subsequent events that require disclosure or adjustment to the financial statements.

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Filing Compare · Winvest Group Ltd