{"url_path":"/sec/wnlv/10-k/2026/item-1","section_key":"item-1","section_title":"Item 1 BUSINESS**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-05-08","source_url":"https://www.sec.gov/Archives/edgar/data/1558740/0001477932-26-002885-index.html","accession_number":"0001477932-26-002885","cik":"0001558740","ticker":"WNLV","issuer_name":"Winvest Group Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/1558740/0001477932-26-002885-index.html","primary_entity_key":"0001558740","primary_entity_name":"Winvest Group Ltd"},"word_count":4054,"has_tables":true,"body_markdown":"**ITEM 1. BUSINESS**\n\n   \n\n*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”).*\n\n \n\n**Overview**\n\n \n\nWinvest 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.\n\n \n\nThe Company began trading as Riverdale Capital, Ltd. under the symbol “RICP” on June 3, 2009.\n\n \n\nOn 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.\n\n \n\nOn 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.\n\n \n\nThe 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.\n\n \n\nSubsequently, WSPVA has been permanently revoked by the Nevada Secretary of State and no longer a subsidiary of the Company.\n\n \n\nEffective 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.\n\n \n\nDuring the period from November 2012 through April 2020, the Company was dormant.\n\n \n\nDavid 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.\n\n \n\nOn 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.\n\n \n\n \n\n1\n\n*Table of Contents*\n\n \n\nOn 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.\n\n \n\nOther 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.\n\n \n\nOn 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.\n\n \n\nOn 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.\n\n \n\nFinally, 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.\n\n \n\nOn September 14, 2021, the Company had changed the fiscal year end from May 31 to December 31. The Company’s accounting year-end is presently December 31.\n\n \n\nOn December 17, 2021, Zyrox Mining International, Inc, amended its articles of incorporation and changed its name to Winvest Group Ltd. (the “Name Change”). The change was made in anticipation of entering into a new line of business operations.\n\n \n\nAlso 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”).\n\n \n\nOn 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.\n\n \n\nOn May 16, 2022, the Company entered into a Share Exchange Agreement (the “Agreement”) with The Catalyst Group Entertainment, LLC (“TCG”), a California limited liability company, and IQI Media Inc. (“IQI”), a California corporation. Pursuant to the Agreement, the Company acquired 100% of the equity interests in TCG and IQI in exchange for an aggregate of 900,000 shares of the Company’s common stock. The shares were issued to the members and shareholders of TCG and IQI, namely Joseph Lanius, Nicholas Burnett, Khiow Hui Lim, (collectively, the “TCG and IQI Shareholders”). The transaction has been accounted for as a recapitalization of the Company, whereby WNLV is the accounting acquirer.\n\n \n\nBillie 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.\n\n \n\nConsequently, 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.\n\n \n\nOn 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.\n\n \n\nOn June 13, 2022, the Board of Directors of Winvest Group Ltd. (the “Company”) appointed Khiow Hui, Lim to the Corporation’s Board of Directors.\n\n \n\nOn 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.\n\n \n\nOn 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.\n\n \n\nOn 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.\n\n \n\nOn 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.\n\n \n\n \n\n2\n\n*Table of Contents*\n\n \n\n**TCG**\n\n \n\nThe Catalyst Group Entertainment (hereafter called “TCG”), is a finance and production company for the media and entertainment sector located in the city of Beverly 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, 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. As a result, Joseph S. Lanius and Nick D. Burnett are no longer involved in the operations of the Company.\n\n \n\n**IQI**\n\n \n\nIQI Media, Inc (hereafter called “IQI”), is a content technology (“ConTech”) studio and Artificial Intelligent (“AI”) AI-driven media company focused on bridging storytelling with data-driven engagement. Headquartered with operations supporting both Pasadena, California and Lehi, Utah, IQI Media operates through its proprietary technology platform and original intellectual property (IP) development activities. The Company is repositioning itself as an AI Studio that leverages algorithmic precision alongside human creativity to generate revenue opportunities earlier in the content lifecycle, including through pre-production IP licensing, while retaining selective theatrical releases and creative oversight.\n\n \n\n**Framework: The 3 Edges Method**\n\n \n\nIQI Media employs the 3 Edges Method, a proprietary strategic framework that integrates content creation with technological infrastructure to optimize the media supply chain. This method establishes three distinct competitive advantages:\n\n \n\n \n\n1.\n\n**Original IP Slate (The 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.\n\n \n\n2.\n\n**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”).\n\n \n\n3.\n\nLaunchrr SaaS Solution (The Distribution Edge): Launchrr serves as the technical infrastructure of the framework. As a cloud-based aggregator and distribution platform, 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, providing a streamlined, transparent, and high-efficiency pathway to the global market.\n\n \n\n**Strategic 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.\n\n \n\n**Business Model**\n\n \n\nIQI Media’s business model combines original IP content production with a scalable SaaS technology platform (Launchrr) that addresses long-standing pain points in the global media 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 guild processing). IQI Media’s Launchrr Inversion model compresses this chain through digitization and automation, targeting a significantly higher creator share (up to 45%) while enhancing value for distributors and platforms through better data, curation, and operational efficiency.\n\n \n\nKey revenue streams include:\n\n \n\n \n\n·\n\nSaaS subscription and usage-based fees for the Launchrr platform (including distribution, asset management, and analytics).\n\n \n\n·\n\nDistribution and encoding service fees.\n\n \n\n·\n\nParticipation 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).\n\n \n\n·\n\nProfit-sharing and minimum guarantee arrangements in content deals.\n\n \n\n·\n\nEarly IP licensing and pre-production intelligence services.\n\n \n\n·\n\nPotential 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).\n\n \n\nThe 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 (“API”) integrations → real-time revenue tracing and residuals management → predictive analytics and ad optimization.\n\n \n\n \n\n3\n\n*Table of Contents*\n\n \n\n**Current Movie Production Pipeline and Original IP**\n\n \n\nIQI Media maintains 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.\n\n \n\nThe pipeline emphasizes 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.\n\n \n\n**Launchrr Aggregator – Core Product**\n\n \n\nLaunchrr is IQI Media’s flagship SaaS platform and cloud-based content distribution solution (branded under MaiContent Inc. infrastructure), purpose-built as an aggregator and operating system for the global media supply chain. It functions as a predictive AI tool that simplifies and modernizes content distribution, revenue management, and monetization for filmmakers, copyright owners, sales agents, industrial distributors, publishers, and equity producers.\n\n \n\nKey Features and Capabilities (as of the latest development stage described in company materials):\n\n \n\n \n\n·\n\nSingle 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.\n\n \n\n \n\n \n\n \n\n·\n\nAsset Management: Secure centralized storage and Uniform Resource Locator (“URL”) based sharing of film masters, trailers, posters, closed captions, and other deliverables.\n\n \n\n \n\n \n\n \n\n·\n\nGlobal 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.\n\n \n\n \n\n \n\n \n\n·\n\nReal-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.\n\n \n\n \n\n \n\n \n\n·\n\nAds 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.\n\n \n\n \n\n \n\n \n\n·\n\nPredictive 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.\n\n \n\n \n\n \n\n \n\n·\n\nBlockchain Enhancements: Decentralized copyright protection, immutable ledgers for IP rights, and Token-as-a-Service elements for transparency and fan/community participation.\n\n \n\n \n\n \n\n \n\n·\n\nRevenue Dashboard: Unified view of lifetime earnings, territorial performance, ad attribution, guild payments, and predictive forecasts.\n\n \n\n \n\n4\n\n*Table of Contents*\n\n \n\nDevelopment Status: 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.\n\n \n\nLaunchrr directly 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.\n\n \n\n**Strategic Positioning**\n\n \n\nAs a Winvest 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.\n\n \n\n**Forward-Looking Caution**\n\n \n\nDescriptions of planned features, 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.\n\n \n\n**BB**\n\n \n\nBillie 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.\n\n \n\n**Competition**\n\n \n\nWe 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.\n\n \n\n**Intellectual Property**\n\n \n\nThe Company does not currently own any material patents, trademarks, copyrights, or other intellectual property and does not rely on proprietary rights for its operations. \n\n \n\n**Employees**\n\n \n\nAs of December 31, 2025, WNLV, TCG and IQI currently have an aggregate of 3 employees. We anticipate hiring additional employees in the next twelve months. We anticipate hiring necessary personnel based on an as needed basis.\n\n \n\n \n\n5\n\n*Table of Contents*\n\n \n\n**Corporate History**\n\n \n\nWinvest 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.\n\n \n\nOur 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.\n\n \n\nThe Company’s accounting year-end is December 31.\n\n \n\nOn 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.\n\n \n\nOn 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.\n\n \n\nFinally, 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.\n\n \n\nOn 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.\n\n \n\n \n\n6\n\n*Table of Contents*\n\n \n\nOn 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.\n\n \n\nOn 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.\n\n \n\nOn 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.\n\n \n\nOn June 13, 2022, the Board of Directors of Winvest Group Ltd. (the “Company”) appointed Khiow Hui, Lim to the Corporation’s Board of Directors.\n\n \n\nOn 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.\n\n  \n\nOn 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.\n\n \n\nOn 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.\n\n \n\nOn 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.\n\n \n\n**Available Information**\n\n \n\nWe 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.\n\n \n\nThe 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.\n\n \n\n \n\n7\n\n*Table of Contents*"}