{"url_path":"/sec/wnlv/10-k/2026/item-16","section_key":"item-16","section_title":"Item 16 Form 10–K Summary.**","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":11989,"has_tables":true,"body_markdown":"**Item 16. Form 10–K Summary.**\n\n \n\nNot applicable.\n\n \n\n \n\n37\n\n*Table of Contents*\n\n \n\n**SIGNATURES**\n\n \n\nPursuant 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.\n\n \n\n \n\n**WINVEST GROUP LTD.**\n\n \n\n \n\n \n\n \n\n \n\nDated: May 8, 2026\n\nBy:\n\n*/s/ Jeffrey Wong Kah Mun*\n\n \n\n \n\n \n\nJeffrey Wong Kah Mun,\n\nCEO and CFO\n\n \n\n \n\nPursuant 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.\n\n \n\nDated: May 8, 2026\n\nBy:\n\n*/s/ Jeffrey Wong Kah Mun*\n\n \n\n \n\n \n\nJeffrey Wong Kah Mun,\n\nCEO and CFO\n\n \n\n \n\n \n\n \n\n \n\nDated: May 8, 2026\n\nBy:\n\n*/s/ Khiow Hui, Lim*\n\n \n\n \n\n \n\nKhiow Hui, Lim\n\nDirector\n\n \n\n \n\n \n\n38\n\n*Table of Contents*\n\n \n\n**WINVEST GROUP LTD.**\n\n** Consolidated Financial Statements**\n\n \n\n**Contents**\n\n \n\n \n\n \n\n**Page**\n\n \n\n**Consolidated Financial Statements:**\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n[Report of Independent Registered Public Accounting Firm](#report)\n\n \n\nF-2\n\n \n\n \n\n \n\n \n\n \n\n[Consolidated Balance Sheets as of December 31, 2025 and 2024](#bs)\n\n \n\nF-4\n\n \n\n \n\n \n\n \n\n \n\n[Consolidated Statements of Operations for the Years Ended December 31, 2025 and 2024](#cso)\n\n \n\nF-5\n\n \n\n \n\n \n\n \n\n \n\n[Consolidated Statement of Stockholders’ (Deficit) Equity for the Years Ended December 31, 2025 and 2024](#defict)\n\n \n\nF-6\n\n \n\n \n\n \n\n \n\n \n\n[Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024](#cf)\n\n \n\nF-7\n\n \n\n \n\n \n\n \n\n \n\n[Notes to Consolidated Financial Statements](#notes)\n\n \n\nF-8\n\n \n\n \n\n \n\nF-1\n\n*Table of Contents*\n\n  \n\n \n\n**J&S ASSOCIATE PLT**\n\n202206000037 (LLP0033395-LCA) & AF002380\n\n(Registered with PCAOB and MIA)\n\nB-11-14, Megan Avenue II\n\n12, Jalan Yap Kwan Seng, 50450, Kuala Lumpur, Malaysia\n\nTel: +603-4813 9469 \n\nEmail : info@jns-associate.com\n\nWebsite : jns-associate.com\n\n \n\n \n\n \n\n \n\n**REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**\n\n \n\nThe Board of Directors and Shareholders of\n\n**WINVEST GROUP LIMITED**\n\n \n\n**Opinion on the Financial Statement**\n\n \n\nWe have audited the accompanying consolidated balance sheets of Winvest Group Ltd. and its subsidiaries (the ‘Company’) as of December 31, 2025 and 2024, and the related consolidated statements of operations, stockholders’ (deficit) equity and cash flows for the years ended December 31, 2025 and 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years ended December 31, 2025 and 2024, in conformity with accounting principles generally accepted in the United States of America.\n\n \n\n**Basis for Opinion**\n\n \n\nThese 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.\n\n \n\nWe conducted our 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.\n\n \n\nOur 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 audit provides a reasonable basis for our opinion.\n\n \n\n**Substantial Doubt about the Company’s Ability to Continue as a Going Concern**\n\n \n\nThe 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.\n\n \n\n**Critical Audit Matters**\n\n \n\nCritical 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.\n\n \n\n \n\nF-2\n\n*Table of Contents*\n\n \n\n \n\n**J&S ASSOCIATE PLT**\n\n202206000037 (LLP0033395-LCA) & AF002380\n\n(Registered with PCAOB and MIA)\n\nB-11-14, Megan Avenue II\n\n12, Jalan Yap Kwan Seng, 50450, Kuala Lumpur, Malaysia\n\nTel: +603-4813 9469 \n\nEmail : info@jns-associate.com\n\nWebsite : jns-associate.com\n\n \n\n \n\n \n\n \n\n*Valuation of convertible notes and the related embedded derivative liabilities*\n\n \n\nAs 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”.\n\n \n\nThe accounting for these convertible notes involves significant judgment and estimation, particularly in:\n\n \n\n \n\n-\nDetermining the appropriate classification of the instruments (liability vs equity or compound instrument)\n\n \n\n-\nIdentifying and separately accounting for embedded derivative features\n\n \n\n-\nEstimating the fair value of the embedded derivative liability at inception and at each reporting date\n\n \n\n-\nDetermining the effective interest rate and amortized cost of the host liability\n\n \n\nWe 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.\n\n \n\nOur audit procedures related to the valuation of convertible notes and the related embedded derivative liabilities included the following:\n\n \n\n \n\n1)\n\nObtained and reviewed all convertible note agreements to understand all the key contractual terms, including conversion features, interest rates, and maturity dates;\n\n \n\n2)\n\nAssessed management’s conclusions on classification and accounting treatment under ASC 480, ASC 815 and ASC 470;\n\n \n\n3)\n\nAgreed the convertible note and embedded derivative liability balances to the general ledger and trial balance;\n\n \n\n4)\n\nTraced proceeds from issuance to the bank statements and supporting documentation;\n\n \n\n5)\n\nTested conversions and repayments during the year, where applicable, including recalculation of shares issued and amounts settled;\n\n \n\n6)\n\nAssessed the appropriateness of management’s valuation methodology for the embedded derivative and host liabilities;\n\n \n\n7)\n\nAgreed key inputs used in valuation models to underlying contracts and external data sources;\n\n \n\n8)\n\nEvaluated the relevance and reliability of externally sourced inputs, including risk-free rates and discount rates;\n\n \n\n9)\n\nAssessed whether assumptions used were reasonable in the context of market conditions and the Company’s circumstances;\n\n \n\n10)\n\nAssessed the adequacy and completeness of disclosures related to convertible notes in the financial statements; and\n\n \n\n11)\n\nVerified that disclosures complied with applicable accounting standards.\n\n \n\nWe determined that there were no other critical audit matters.\n\n \n\n/s/ J&S Associate PLT\n\n \n\nCertified Public Accountants\n\nFirm ID: 6743 \n\n \n\nWe have served as the Company’s auditor since 2025.\n\n \n\nKuala Lumpur, Malaysia\n\n \n\nMay 8, 2026\n\n \n\n \n\nF-3\n\n*Table of Contents*\n\n \n\n**WINVEST GROUP LTD.**\n\n** CONSOLIDATED BALANCE SHEETS**\n\n**AS OF DECEMBER 31, 2025 AND 2024**\n\n**(Expressed in U.S. Dollars)**\n\n \n\n \n\n \n\n**December 31,**\n\n \n\n \n\n**December 31,**\n\n \n\n \n\n \n\n**2025**\n\n \n\n \n\n**2024**\n\n \n\n**ASSETS**\n\n \n\n \n\n \n\n \n\n \n\n \n\n**Current Assets**\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nCash\n\n \n$44,072\n \n\n \n$181,522\n \n\nAccounts receivable\n\n \n\n \n10,000\n \n\n \n\n \n15,100\n \n\nAccounts receivable-other\n\n \n\n \n-\n \n\n \n\n \n1,950\n \n\nPrepaid expenses\n\n \n\n \n160,936\n \n\n \n\n \n104,627\n \n\nTotal current assets\n\n \n\n \n215,008\n \n\n \n\n \n303,199\n \n\n**Non-current Assets**\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nInvestments\n\n \n\n \n-\n \n\n \n\n \n14,419,701\n \n\nSecurity deposit\n\n \n\n \n2,366\n \n\n \n\n \n2,366\n \n\nTotal Assets\n\n \n$217,374\n \n\n \n$14,725,266\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n**LIABILITIES & STOCKHOLDERS’ DEFICIT**\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nCurrent liabilities\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nAccounts payable\n\n \n\n \n25,175\n \n\n \n$2,427\n \n\nAccrued liabilities\n\n \n\n \n135,289\n \n\n \n\n \n181,908\n \n\nProject advances\n\n \n\n \n400,000\n \n\n \n\n \n400,000\n \n\nProject advances-related party\n\n \n\n \n150,000\n \n\n \n\n \n150,000\n \n\nConvertible promissory notes\n\n \n\n \n126,904\n \n\n \n\n \n-\n \n\nEmbedded derivative liability\n\n \n\n \n184,528\n \n\n \n\n \n-\n \n\nNotes payable-related parties\n\n \n\n \n681,009\n \n\n \n\n \n675,869\n \n\nTotal current liabilities\n\n \n\n \n1,702,905\n \n\n \n\n \n1,410,204\n \n\nNon-current liabilities\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nCommitments and Contingencies\n\n \n\n \n125,000\n \n\n \n\n \n100,000\n \n\nTotal liabilities\n\n \n\n \n1,827,905\n \n\n \n\n \n1,510,204\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n**STOCKHOLDERS’ (DEFICIT) EQUITY**\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nPreferred 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\n\n \n\n \n226,207\n \n\n \n\n \n226,207\n \n\nCommon 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\n\n \n\n \n110,994\n \n\n \n\n \n109,369\n \n\nAdditional paid in capital\n\n \n\n \n118,898,534\n \n\n \n\n \n118,681,086\n \n\nAccumulated Deficit\n\n \n\n \n(120,846,266 )\n \n\n \n(105,801,600 )\n\nTotal Stockholders’ (Deficit) Equity\n\n \n\n \n(1,610,531 )\n \n\n \n13,215,062\n \n\nTotal Liabilities and Stockholders’ (Deficit) Equity\n\n \n$217,374\n \n\n \n$14,725,266\n \n\n \n\nThe accompanying notes are an integral part of these consolidated financial statements.\n\n \n\n \n\nF-4\n\n*Table of Contents*\n\n \n\n**WINVEST GROUP LTD.**\n\n** CONSOLIDATED STATEMENTS OF OPERATIONS**\n\n**FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024**\n\n**(Expressed in U.S. Dollars)**\n\n \n\n \n\n \n\n**Year ended**\n\n**December 31,**\n\n**2025**\n\n \n\n \n\n**Year ended**\n\n**December 31,**\n\n**2024**\n\n \n\nRevenue\n\n \n$78,426\n \n\n \n$77,340\n \n\nCost of sales\n\n \n\n \n(46,408 )\n \n\n \n(80,025 )\n\nGross profit (loss)\n\n \n\n \n32,018\n \n\n \n\n \n(2,685 )\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nOperating expenses:\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nAdministrative expenses\n\n \n\n \n(608,859 )\n \n\n \n(760,298 )\n\nTotal operating expenses\n\n \n\n \n(608,859 )\n \n\n \n(760,298 )\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nLoss from operations\n\n \n\n \n(576,841 )\n \n\n \n(762,983 )\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nOther (expense) income:\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nInterest expense\n\n \n\n \n(121,134 )\n \n\n \n(3,596 )\n\nOther income\n\n \n\n \n18\n \n\n \n\n \n1,863\n \n\nGain on derivative fair value change\n\n \n\n \n24,502\n \n\n \n\n \n-\n \n\nLoss on investment\n\n \n\n \n(14,371,211 )\n \n\n \n(316,331 )\n\nOther (expense), net\n\n \n\n \n(14,467,825)\n \n\n \n(318,064 )\n\nNet loss\n\n \n$(15,044,666 )\n \n$(1,081,047 )\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nBasic and diluted loss per common share\n\n \n$(0.14 )\n \n$(0.004 )\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nWeighted average number of shares outstanding\n\n \n\n \n110,663,394\n \n\n \n\n \n286,930,455\n \n\n \n\nThe accompanying notes are an integral part of these consolidated financial statements.\n\n \n\n \n\nF-5\n\n*Table of Contents*\n\n \n\n \n\n**WINVEST GROUP LTD.**\n\n** CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ (DEFICIT) EQUITY**\n\n**FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024**\n\n**(Expressed in U.S. Dollars)**\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n**Total**\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n**Additional**\n\n \n\n \n\n \n\n \n\n**Stockholders’**\n\n \n\n \n\n \n\n**Preferred Stock**\n\n \n\n \n\n**Common Stock**\n\n \n\n \n\n**Paid-In**\n\n \n\n \n\n**Accumulated**\n\n \n\n \n\n**Equity**\n\n \n\n \n\n \n\n**Shares**\n\n \n\n \n\n**Value**\n\n \n\n \n\n**Shares**\n\n \n\n \n\n**Value**\n\n \n\n \n\n**Capital**\n\n \n\n \n\n**Deficit**\n\n \n\n \n\n**(Deficit)**\n\n \n\nBalance, December 31, 2023\n\n \n\n \n227,838,679\n \n\n \n$227,839\n \n\n \n\n \n18,326,075\n \n\n \n$18,326\n \n\n \n$104,770,997\n \n\n \n$(104,720,553 )\n \n$296,609\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nConversion of preferred stock to common stock\n\n \n\n \n(16,150,000 )\n \n\n \n(16,150 )\n \n\n \n807,500,000\n \n\n \n\n \n807,500\n \n\n \n\n \n(791,350 )\n \n\n \n-\n \n\n \n\n \n-\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nSubscription of common stock\n\n \n\n \n-\n \n\n \n\n \n-\n \n\n \n\n \n233,000\n \n\n \n\n \n233\n \n\n \n\n \n199,267\n \n\n \n\n \n-\n \n\n \n\n \n199,500\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nCancellation of common stock in return of preferred stock\n\n \n\n \n14,517,800\n \n\n \n\n \n14,518\n \n\n \n\n \n(725,890,000 )\n \n\n \n(725,890 )\n \n\n \n711,372\n \n\n \n\n \n-\n \n\n \n\n \n-\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nCommon shares issued as investment\n\n \n\n \n-\n \n\n \n\n \n-\n \n\n \n\n \n9,200,000\n \n\n \n\n \n9,200\n \n\n \n\n \n13,790,800\n \n\n \n\n \n-\n \n\n \n\n \n13,800,000\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nNet loss\n\n \n\n \n-\n \n\n \n\n \n-\n \n\n \n\n \n-\n \n\n \n\n \n-\n \n\n \n\n \n-\n \n\n \n\n \n(1,081,047 )\n \n\n \n(1,081,047 )\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nBalance, December 31, 2024\n\n \n\n \n226,206,479\n \n\n \n\n \n226,207\n \n\n \n\n \n109,369,075\n \n\n \n\n \n109,369\n \n\n \n\n \n118,681,086\n \n\n \n\n \n(105,801,600 )\n \n\n \n13,215,062\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n**Total**\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n**Additional**\n\n \n\n \n\n \n\n \n\n**Stockholders’**\n\n \n\n \n\n \n\n**Preferred Stock**\n\n \n\n \n\n**Common Stock**\n\n \n\n \n\n**Paid-In**\n\n \n\n \n\n**Accumulated**\n\n \n\n \n\n**Equity**\n\n \n\n \n\n \n\n**Shares**\n\n \n\n \n\n**Value**\n\n \n\n \n\n**Shares**\n\n \n\n \n\n**Value**\n\n \n\n \n\n**Capital**\n\n \n\n \n\n**Deficit**\n\n \n\n \n\n**(Deficit)**\n\n \n\nBalance, December 31, 2024\n\n \n\n \n226,206,479\n \n\n \n\n \n226,207\n \n\n \n\n \n109,369,075\n \n\n \n\n \n109,369\n \n\n \n\n \n118,681,086\n \n\n \n\n \n(105,801,600 )\n \n\n \n13,215,062\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nSubscription of common stock\n\n \n\n \n-\n \n\n \n\n \n-\n \n\n \n\n \n1,313,675\n \n\n \n\n \n1,314\n \n\n \n\n \n178,686\n \n\n \n\n \n-\n \n\n \n\n \n180,000\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nShares issued to employee\n\n \n\n \n-\n \n\n \n\n \n-\n \n\n \n\n \n90,000\n \n\n \n\n \n90\n \n\n \n\n \n22,410\n \n\n \n\n \n-\n \n\n \n\n \n22,500\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nConversation of convertible note\n\n \n\n \n-\n \n\n \n\n \n-\n \n\n \n\n \n221,533\n \n\n \n\n \n221\n \n\n \n\n \n16,352\n \n\n \n\n \n-\n \n\n \n\n \n16,573\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nNet loss\n\n \n\n \n-\n \n\n \n\n \n-\n \n\n \n\n \n-\n \n\n \n\n \n-\n \n\n \n\n \n-\n \n\n \n\n \n(15,044,666 )\n \n\n \n(15,044,666 )\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nBalance, December 31, 2025\n\n \n\n \n226,206,479\n \n\n \n\n \n226,207\n \n\n \n\n \n110,994,283\n \n\n \n\n \n110,994\n \n\n \n\n \n118,898,534\n \n\n \n\n \n(120,846,266 )\n \n\n \n(1,610,531 )\n\n \n\nThe accompanying notes are an integral part of these consolidated financial statements.\n\n \n\n \n\nF-6\n\n*Table of Contents*\n\n \n\n**WINVEST GROUP LTD.**\n\n** CONSOLIDATED STATEMENTS OF CASH FLOWS**\n\n**FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024**\n\n**(Expressed in U.S. Dollars)**\n\n \n\n \n\n \n\n**Year ended**\n\n**December 31,**\n\n**2025**\n\n \n\n \n\n**Year ended**\n\n**December****31,**\n\n**2024**\n\n \n\n**Cash flows (used in) operating activities**\n\n \n\n \n\n \n\n \n\n \n\n \n\nNet loss\n\n \n$(15,044,666 )\n \n$(1,081,047 )\n\nInterest expense\n\n \n\n \n113,807\n \n\n \n\n \n-\n \n\nLoss on derivative fair value change\n\n \n\n \n(24,502\n) \n\n \n\n \n-\n \n\nLoss on investment\n\n \n\n \n14,371,211\n \n\n \n\n \n316,331\n \n\nProvision for doubtful debts\n\n \n\n \n-\n \n\n \n\n \n4,100\n \n\n     Bad debt written off\n\n \n\n \n\n 5,100\n\n \n\n \n\n \n\n -\n\n \n\n     Prepayment written off\n\n \n\n \n\n 1,200\n\n \n\n \n\n \n\n -\n\n \n\n     Share-based compensation to employee\n\n \n\n \n\n 10,500\n\n \n\n \n\n \n\n -\n\n \n\nContingencies\n\n \n\n \n25,000\n \n\n \n\n \n100,000\n \n\nWrite-off of other receivable\n\n \n\n \n50,440\n \n\n \n\n \n-\n \n\nChanges in assets and liabilities\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nAccounts receivable\n\n \n\n \n-\n \n\n \n\n \n(50,800 )\n\nAccounts receivable-other\n\n \n\n \n-\n \n\n \n\n \n15,710\n \n\nPrepaid expenses\n\n \n\n \n(57,507 )\n \n\n \n(43,398 )\n\nOther assets\n\n \n\n \n-\n \n\n \n\n \n(1,272 )\n\nAccounts payable\n\n \n\n \n22,746\n \n\n \n\n \n(38,324 )\n\nAccrued liabilities and project advances\n\n \n\n \n(24,619 )\n \n\n \n427,591\n \n\nNet cash used in operating activities\n\n \n\n \n(551,290 )\n \n\n \n(351,109 )\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n**Cash flows provided by investing activity**\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nProceeds from sale of investment\n\n \n\n \n-\n \n\n \n\n \n262,018\n \n\nNet cash provided by investing activity\n\n \n\n \n-\n \n\n \n\n \n262,018\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n**Cash flows provided used by financing activities**\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nIssuance of share capital\n\n \n\n \n170,000\n \n\n \n\n \n199,500\n \n\nConvertible promissory notes, net\n\n \n\n \n238,700\n \n\n \n\n \n-\n \n\nLoan repayments\n\n \n\n \n-\n \n\n \n(18,670 )\n\nRelated party loans, net\n\n \n\n \n5,140\n \n\n \n\n \n44,713\n \n\nNet cash provided by financing activities\n\n \n\n \n413,840\n \n\n \n\n \n225,543\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n**Net (decrease) increase in cash**\n\n \n\n \n(137,450 )\n \n\n \n136,452\n \n\n**Cash, beginning of period**\n\n \n\n \n181,522\n \n\n \n\n \n45,070\n \n\n**Cash, end of period**\n\n \n$44,072\n \n\n \n$181,522\n \n\n**Supplemental Cash Flows Information**\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nIssuance of shares to employee\n\n \n\n$\n\n12,000\n\n \n\n \n\n$\n\n-\n\n \n\nConversion of convertible note\n\n \n\n$\n\n10,000\n\n \n\n \n\n$\n\n-\n\n \n\n \n\nThe accompanying notes are an integral part of these consolidated financial statements.\n\n \n\n \n\nF-7\n\n*Table of Contents*\n\n \n\n**WINVEST GROUP LTD.**\n\n**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024**\n\n \n\n**NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS**\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\nF-8\n\n*Table of Contents*\n\n \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 (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.\n\n \n\nOther 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.\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 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\nOn 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.\n\n \n\nAlso 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”).\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\nConsequently, 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.\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 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.\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\nIn early 2025, TCG significantly scaled down its operations, and its bank accounts were formally closed in February 2026.\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\nDetails of the Company’s subsidiaries:\n\n \n\n**No.**\n\n \n\n** Company Name**\n\n \n\n**Domicile and Date of Incorporation**\n\n \n\n**Principal Activities**\n\n \n\n**Proportional of ownership interest and voting power held**\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n1\n\n \n\nIQI Media, Inc\n\n \n\nUS, California in April 2011\n\n \n\nMedia & Film Production\n\n \n\n100%\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n2\n\n \n\nThe Catalyst Group Entertainment, LLC\n\n \n\nUS, Delaware in April 2019\n\n \n\nMedia Debt Financing\n\n \n\n100%\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n3\n\n \n\nBillie Black Production, LLC\n\n \n\nUS, Wyoming in October 2024\n\n \n\nMedia & Film Production, which was dissolved and terminated effective August 12, 2025\n\n \n\n100%\n\n \n\n \n\nF-9\n\n*Table of Contents*\n\n \n\n \n\n**NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**\n\n \n\nBasis of Presentation\n\n \n\nThe 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.\n\n \n\nGoing Concern\n\n \n\nThe 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, 2025, the Company had an accumulated deficit of $120,846,266 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 funded through the issuance of equity securities and convertible promissory notes. The Company expects to continue to rely on equity financings and convertible instruments until its operations become profitable. In addition, the Company is actively implementing measures 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 progress of film production projects to generate future revenue streams. The Company believes that these initiatives, together with its ongoing efforts to expand business operations, will improve liquidity and support its ability to continue as a going concern.\n\n \n\nWhile management believes 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.\n\n \n\nThe 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.\n\n \n\n \n\n \n\nF-10\n\n*Table of Contents*\n\n \n\n \n\nUse of Estimates\n\n \n\nThe 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 at the date of the condensed consolidated financial statements.\n\n \n\nThe 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.\n\n \n\nRevenue Recognition\n\n \n\nThe 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.\n\n \n\nThe Company's primary sources of revenue consist of (i) consulting income, which includes content creation and advertising services, 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.:\n\n \n\n1. Identify the contract with the customer:\n\n \n\nA 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.\n\n \n\nThe 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.\n\n \n\nThe contracts 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.\n\n \n\n2. Identify the performance obligations in the contract:\n\n \n\nEach 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. Accordingly, the Company has concluded that each contract with a customer includes a single performance obligation.\n\n \n\n \n\nF-11\n\n*Table of Contents*\n\n \n\n \n\n \n\n3. Determine the transaction price:\n\n \n\nThe Company invoices the client in accordance with the terms of the contract, with a fixed transaction price agreed upon in the contract.\n\n  \n\n4. Allocate the transaction price to performance obligations in the contract:\n\n \n\nAll services provided by the Company are bundled into a single performance obligation, therefore the entire transaction price-is allocated to this single obligation.\n\n \n\n5. Recognize revenue when or as the Company satisfies a performance obligation\n\n \n\nFor consulting income, revenue is recognized over time, as the Company performs services and the customer simultaneously receives and consumes the benefits of those services. This is consistent with ASC 606, as the Company provides a continuous, integrated service over the contractual period. Accordingly, revenue is recognized on a time-elapsed basis over the service period.\n\n \n\nFor 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.\n\n \n\n*Principal vs. Agent Considerations*\n\n \n\nThe 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.\n\n \n\nFor all its contracts with customers, the Company acts as a principal, as the 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.\n\n \n\nProduction – Cost of Revenue\n\n \n\nThe cost of revenue is comprised of labor expense calculated based on an hourly labor rate provided by consultants and employees to produce revenue. 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.\n\n \n\n \n\nF-12\n\n*Table of Contents*\n\n \n\n \n\n \n\nAdministrative Expense\n\n \n\nAdministrative 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.\n\n \n\nCash and cash equivalents\n\n \n\nThe Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. On December 31, 2025, and December 31, 2024, the Company’s cash equivalents balance was $44,072 and $181,522 respectively.\n\n \n\nAccounts Receivables\n\n \n\nAccounts 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.\n\n \n\nASU 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.\n\n \n\nAs at December 31, 2025 and 2024, there has been no allowance for expected credit loss for accounts receivables.\n\n \n\nPrepaid Expenses\n\n \n\nPrepaid 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*.\n\n \n\nUnder 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.\n\n \n\nFilm 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.\n\n \n\nThe 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.\n\n \n\nIncome taxes\n\n \n\nThe 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.\n\n \n\nThe 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.\n\n \n\nConvertible Promissory Notes\n\n \n\nConvertible Promissory Notes are categorized as equity or debt based on the terms of the notes and the guidance in ASC 480, Distinguishing Liabilities from Equity, and ASC 815, Derivatives and Hedging.\n\n \n\nConvertible notes that meet the criteria for equity classification (e.g., conversion into a fixed number of 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.\n\n \n\nConvertible 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.\n\n \n\nThe 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.\n\n \n\nEmbedded 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.\n\n \n\n \n\nF-13\n\n*Table of Contents*\n\n  \n\n \n\n \n\nNet Loss per Share\n\n \n\nNet 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.\n\n \n\nInvestment\n\n \n\nThe 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.\n\n \n\nThe 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. Impairment or observable price adjustments were recognized during the reporting period.\n\n \n\nProject Advances\n\n \n\nProject 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.\n\n \n\nAs 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.\n\n \n\nRelated Party\n\n \n\nThe 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.\n\n \n\nThe Company’s Board of Directors, or a committee thereof, is responsible for reviewing and approving all material related party transactions.\n\n \n\nFair value of financial instruments\n\n \n\nThe 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.\n\nThe 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:\n\n \n\n                Level 1: Observable inputs such as quoted prices in active markets;      \n\n   \n\n                Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and\n\n   \n\n                Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.\n\n \n\nSegment Reporting\n\n \n\nASC 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.\n\n \n\n \n\nF-14\n\n*Table of Contents*\n\n \n\n \n\n \n\nRecent Accounting Pronouncements\n\n \n\nIn 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.\n\n \n\nIn 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.\n\n \n\nIn 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.\n\n \n\nIn 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.\n\n \n\nIn 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.\n\n \n\nIn 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.\n\n \n\nIn 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.\n\n \n\nIn 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.\n\n \n\nIn 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.\n\n \n\nThe 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. \n\n \n\n \n\nF-15\n\n*Table of Contents*\n\n \n\n**NOTE 3 – PREPAID EXPENSES**\n\n \n\nThe Company had prepaid expenses amounting to $160,936 as of December 31, 2025, an increase of $56,309 from $104,627 as of December 31, 2024. This increase was primarily due to startup fees for film production.\n\n \n\n**NOTE 4 – INVESTMENTS**\n\n \n\nOn 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.\n\n \n\nIn 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.\n\n \n\nOn 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. \n\n \n\nDuring the year ended December 31, 2024 IFA repurchased 386,866 shares of its Series A Preferred Stock. The Company recorded $263,967 in proceeds from this repurchase and recorded a “loss on investments” of $316,331. The \"loss on investments\" represents the 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 for trading on the OTC Markets. An amount of $1,950 of these proceeds were not received and was written off in the statement of profit and loss during the year ended December 31, 2025.\n\n \n\nFor the years ended December 31, 2025, IFA repurchased 463,968 shares of its Series A Preferred Stock. The Company recorded $48,490 in proceeds from this repurchase and recorded a “loss on investments” of $647,462. The \"loss on investments\" represents the proceeds, net of any variable costs less cost of the investment disposed off, realized directly by the Company. The proceeds of $48,490 were not received and was written off in the statement of profit and loss during the year ended December 31, 2025.\n\n \n\nIn addition, due to 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.\n\n \n\nAs of December 31, 2025 and 2024, the balance of investments was $0 and $14,419,701, respectively.\n\n \n\n \n\n \n\n**As of**\n\n**December 31, **\n\n**2025**\n\n \n\n \n\n**As of**\n\n**December 31, **\n\n**2024**\n\n \n\nBalance at the beginning of the year\n\n \n\n \n14,419,701\n \n\n \n\n \n1,200,000\n \n\nShares acquired during the year\n\n \n\n \n-\n \n\n \n\n \n13,800,000\n \n\nShares sold during the year\n\n \n\n \n(695,952 )\n \n\n \n(580,299 )\n\nWritten off during the year\n\n \n\n \n(13,723,749 )\n \n\n \n-\n \n\n**Balance at the end of the period**\n\n \n\n \n-\n \n\n \n\n \n14,419,701\n \n\n \n\n**NOTE 5 – NOTES PAYABLE-RELATED PARTIES**\n\n \n\nAs of December 31, 2025, and December 31, 2024, the balance of notes payable to related parties was $681,009 and $675,869, respectively. These notes have been provided on an interest-free demand basis to the Company.\n\n \n\nThe Company’s financing subsequent to the change of control on September 30, 2021 primarily has come from 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. Winvest Group Limited (Cayman) is an equity holdings company in the wellness industry and shares the same board of directors as the Company.\n\n \n\n \n\nF-16\n\n*Table of Contents*\n\n \n\n \n\nAs of **December 31, 2025**, the outstanding balance of related party notes payable was comprised of the following:\n\n \n\n \n\n·\n\n$565,818 due to Winvest Group Limited (Cayman),\n\n \n\n·\n\n$56,910 due to Ms. Khiow Hui Lim, Chairman of the Company and CEO and founder of the Company’s IQI subsidiary\n\n \n\n·\n\n$58,281 due to Mr. Jeffrey Wong Kah Mun, Chief Executive Officer and Director of the Company.\n\n \n\nAs of **December 31, 2024**, the outstanding balance of related party notes payable was:\n\n \n\n \n\n·\n\n$565,818 due to Winvest Group Limited (Cayman),\n\n \n\n·\n\n$65,250 due to Ms. Khiow Hui Lim, Chairman of the Company and CEO and founder of the Company’s IQI subsidiary (in 2024 she was a Director of the Company).\n\n \n\n·\n\n$44,801 due to Mr. Jeffrey Wong Kah Mun, Chief Executive Officer and Director of the Company.\n\n \n\n \n\n \n\n**As of**\n\n**December 31, **\n\n**2025**\n\n \n\n \n\n**As of**\n\n**December 31, **\n\n**2024**\n\n \n\nBalance at the beginning of the period / year\n\n \n$675,869\n \n\n \n$631,156\n \n\nAdditions (new advances received)\n\n \n\n \n-\n \n\n \n\n \n44,713\n \n\nRepayment to Khiow Hui Lim\n\n \n\n \n(26,395)\n \n\n \n-\n \n\nRepayment to Jeffrey Wong Kah Mun\n\n \n\n \n(4,800)\n \n\n \n-\n \n\nAmount paid on behalf of the Company by Khiow Hui Lim\n\n \n\n \n18,055\n \n\n \n\n \n\n \n\n \n\nAmount paid on behalf of the Company by Jeffrey Wong Kah Mun\n\n \n\n \n18,280\n \n\n \n\n \n-\n \n\n**Balance at the end of the period**\n\n \n$681,009\n \n\n \n$675,869\n \n\n \n\n**NOTE 6 – PROJECT ADVANCES and PROJECT ADVANCES - RELATED PARTY**\n\n \n\nProject advances represent unsecured, interest-free advances, with no fixed terms for repayment, made by investors to help the Company fund film projects. If the film is successful the investor can recoup the money advanced as well as earning a royalty based upon the revenues generated by the film. The terms of this arrangement vary by film and by investor. The Company records royalties payable when it becomes probable that royalties will be payable. As of December 31, 2025 and 2024 the amount of total project advances were $550,000 and $550,000, respectively, of which, $150,000 and $150,000 respectively were provided by a related party, Winvest Group Limited (Cayman). No royalties had been accrued as no revenue has been generated as yet.\n\n  \n\n**NOTE 7 – CONVERTIBLE PROMISSORY NOTES**\n\n \n\n**Convertible Note Payable**\n\n \n\nThe Company has issued Convertible Promissory Notes during the financial year.\n\n \n\nManagement 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.\n\n \n\nThe 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.\n\n \n\n \n\nF-17\n\n*Table of Contents*\n\n   \n\n \n\n**First Convertible Note**\n\n \n\nOn 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.\n\n \n\nAs of issuance date, March 6, 2025, the fair value measurements were as follows:\n\n \n\n \n\n·\n\nPrincipal amount of note: $75,000\n\n \n\n·\n\nLegal fees associated with issuance: $6,500\n\n \n\n·\n\nTotal cash received: $68,500\n\n \n\n·\n\nValue of the debt portion (net of issuance fees and discounts): $19,203\n\n \n\n·\n\nFair value of embedded derivative liability (based on level 2 inputs): $49,297\n\n \n\n 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.\n\n \n\nAs of December 19, 2025, the Company repaid partially to the third-party lender amounting to $46,200.\n\n \n\nAs of December 31, 2025, the Company recognized the following in its audited consolidated statement of operations:\n\n \n\n \n\n·\n\nInterest 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%.\n\n \n\n·\n\nGain 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.\n\n \n\nAs 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.\n\n \n\n As of December 31, 2025 and 2024, the first convertible note has a carrying value of $25,924 and $0 respectively.\n\n \n\nAs 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.\n\n \n\n**Second Convertible Note**\n\n \n\nOn 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.\n\n \n\n \n\nF-18\n\n*Table of Contents*\n\n \n\n \n\nAs of issuance date, August 13, 2025, the fair value measurements were as follows:\n\n \n\n \n\n \n\n \n\n·\n\nPrincipal amount of note: $90,000\n\n \n\n·\n\nLegal fees associated with issuance: $7,800\n\n \n\n·\n\nTotal cash received: $82,200\n\n \n\n·\n\nValue of the debt portion (net of issuance fees and discounts): $20,066\n\n \n\n·\n\nFair value of embedded derivative liability (based on level 2 inputs): $62,134\n\n \n\n \n\n \n\nAs of December 31, 2025, the Company recognized the following in its audited consolidated statement of operations:\n\n \n\n \n\n·\n\nInterest 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%.\n\n \n\n·\n\nLoss on derivative fair value change of $927, reflecting the remeasurement of the embedded derivative liability as of the reporting date.\n\n \n\nAs of December 31, 2025 and 2024, the second convertible note has a carrying value of $50,342 and $0 respectively.\n\n \n\nAs 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.\n\n \n\n**Third Convertible Note**\n\n \n\nOn 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.\n\n \n\nAs of issuance date, October 24, 2025, the fair value measurements were as follows:\n\n \n\n \n\n·\n\nPrincipal amount of note: $150,000\n\n \n\n·\n\nLegal fees associated with issuance: $5,000\n\n \n\n·\n\nIssuance discount: $15,000\n\n \n\n·\n\nTotal cash received: $130,000\n\n \n\n·\n\nValue of the debt portion (net of issuance fees and discounts): $25,828\n\n \n\n·\n\nFair value of embedded derivative liability (based on level 2 inputs): $104,172\n\n \n\nAs of December 31, 2025, the Company recognized the following in its audited consolidated statement of operations:\n\n \n\n \n\n·\n\nInterest 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%.\n\n \n\n·\n\nLoss on derivative fair value change of $721, reflecting the remeasurement of the embedded derivative liability as of the reporting date.\n\n \n\nAs of December 31, 2025 and 2024, the third convertible note has a carrying value of $50,638 and $0 respectively.\n\n \n\nAs 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.\n\n \n\n**Embedded Derivative Liability**\n\n \n\nIn 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.\n\n \n\nThe 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.\n\n \n\n**NOTE 8****– COMMITMENTS AND CONTINGENCIES**\n\n \n\nOther 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.\n\n \n\n \n\nF-19\n\n*Table of Contents*\n\n \n\n**NOTE 9 – INCOME TAX**\n\n \n\nThe 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 $120,846,266 that may be available to reduce future years’ taxable income. Future tax benefits that may arise as a result of these losses have not been recognized in these financial statements as their realization is determined not likely to occur and, accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards. No tax benefit has been realized since a 100% valuation allowance has offset deferred tax assets resulting from the net operating losses.\n\n \n\nProvision for income tax consists of the following:\n\n \n\n \n\n \n\n**For the year ended**\n\n**December 31, 2025**\n\n \n\n \n\n**For the year ended December 31, 2024**\n\n \n\nCurrent income tax (benefit)\n\n \n\n \n\n \n\n \n\n \n\n \n\nU.S.\n\n \n$-\n \n\n \n$-\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nDeferred income tax\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nDeferred tax assets for NOL carry-forwards\n\n \n\n \n3,159,380\n \n\n \n\n \n227,020\n \n\nValuation allowance\n\n \n\n \n(3,159,380)\n \n\n \n(227,020)\n\nNet changes in deferred income tax (benefit)\n\n \n\n \n-\n \n\n \n\n \n-\n \n\nTotal income tax provision\n\n \n$-\n \n\n \n**$****-**\n \n\n \n\nThe net loss before income taxes and its provision for income taxes as follows:\n\n \n\n \n\n \n\n**For the year ended**\n\n**December 31, 2025**\n\n \n\n \n\n**For the year ended December 31, 2024**\n\n \n\nNet loss before income tax\n\n \n$(15,044,666)\n \n$(1,081,047)\n\nStatutory tax rate\n\n \n\n \n21%\n \n\n \n21%\n\nTax expenses (benefit) at the statutory tax rate, net\n\n \n\n \n(3,159,380)\n \n\n \n(227,020)\n\nValuation allowance\n\n \n\n \n3,159,380\n \n\n \n\n \n227,020\n \n\nIncome tax expenses, net\n\n \n$-\n \n\n \n**$****-**\n \n\n \n\nA reconciliation between of the statutory tax rate to the effective tax rate are as follows:\n\n \n\n \n\n \n\n**For the year ended**\n\n**December 31, 2025**\n\n \n\n \n\n**For the year ended December 31, 2024**\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nStatutory tax rate\n\n \n\n \n(21)%\n \n\n \n(21)%\n\nReconciling items:\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nValuation allowance\n\n \n\n \n21%\n \n\n \n21%\n\nEffective tax rate\n\n \n\n-\n\n%\n\n \n\n-\n\n%\n\n \n\nSignificant components of the Company’s deferred taxes assets as follows:\n\n \n\n \n\n \n\n**As at**\n\n**December 31, 2025**\n\n \n\n \n\n**As at**\n\n**December 31, 2024**\n\n \n\nNet operating loss carry-forwards\n\n \n$25,377,716\n \n\n \n$22,218,336\n \n\nLess: Valuation allowance\n\n \n\n \n(25,377,716)\n \n\n \n(22,218,336)\n\nDeferred tax assets, net\n\n \n$-\n \n\n \n**$****-**\n \n\n \n\n \n\nF-20\n\n*Table of Contents*\n\n \n\n**NOTE 10 – ACCRUED LIABILITIES**\n\n \n\nAs of December 31, 2025, the Company had accrued liabilities of $135,289, which is a decrease of $46,619 from $181,908 as of December 31, 2024. The accrued liabilities as of December 31, 2025 consist of amounts owed for staff costs, audit fees and other administrative expenses\n\n \n\nIncluded in accrued liabilities are amounts payable to the related parties of the Company which is our Company's Chairman, Khiow Hui Lim for marketing advisory services rendered to the Company.\n\n \n\nThe following marketing advisory fees were accrued as of the respective year-ends:\n\n \n\n \n\n·\n\nKhiow Hui Lim: $56,000 accrued for the year ended December 31, 2025, and $24,000 accrued for the year ended December 31, 2024. The total amount of marketing advisory services incurred and services provided by Khiow Hui Lim was $48,000 for the year ended December 31, 2025, and $48,000 for the year ended December 31, 2024.\n\n \n\n \n\n \n\n \n\n·\n\nCharlene Logan Kelly: $0 accrued for the year ended December 31, 2025, and $12,000 accrued for the year ended December 31, 2024. The total amount of marketing advisory services paid to Charlene Logan Kelly was $0 for the year ended December 31, 2025, and $24,000 for the year ended December 31, 2024.\n\n \n\n**NOTE 11 – EQUITY**\n\n \n\n**Common Stock**\n\n \n\nAs of December 31, 2025, the Company had 4,500,000,000 authorized shares of Common Stock with a par value of $0.001. As of December 31, 2025, and December 31, 2024, there were 110,994,283 and 109,369,075 shares of Common Stock issued and outstanding, respectively.\n\n \n\n*2025 Issuances*\n\n \n\nDuring the year ended December 31, 2025 the Company issued the following common shares:\n\n \n\n \n\n·\n\n1,000,000 common shares were issued to investor for proceeds of $100,000\n\n \n\n·\n\n50,000 common shares were issued to investor for proceeds of $10,000\n\n \n\n·\n\n213,675 common shares were issued to investor for proceeds of $50,000\n\n \n\n·\n\n50,000 common shares were issued to investor for proceeds of $20,000\n\n \n\n·\n\n90,000 common shares were issued to Charlene Logan for compensation of salary\n\n \n\n·\n\n221,533 common shares were issued to investor for conversion of convertible note\n\n \n\n*2024 Issuances*\n\n \n\nDuring the year ended December 31, 2024 the Company issued the following common shares:\n\n \n\n \n\n·\n\n607,500,000 common shares upon the conversion of 12,150,000 Series Preferred shares\n\n \n\n·\n\n133,000 common shares were sold under the Form S-1 registration statement, for proceeds of $199,500\n\n \n\n·\n\n9,200,000 common shares were exchanged for 9,200,000 shares of Series A Preferred Stock of IFA. These shares were valued at $13,800,000. See Note 3 – Investments\n\n \n\n·\n\n550,000,000 common shares were cancelled in return of 11,000,000 Series Preferred shares\n\n \n\n·\n\n200,000,000 common shares upon the conversion of 4,000,000 Series Preferred shares\n\n \n\n·\n\n175,890,000 common shares were cancelled in return of 3,517,800 Series Preferred shares\n\n \n\n·\n\n100,000 common shares were donated to Wichita State University Foundation\n\n \n\n \n\nF-21\n\n*Table of Contents*\n\n \n\n \n\n**Preferred Stock**\n\n \n\nAs of December 31, 2025, the Company has authorized 300,000,000 shares of Preferred Series A Stock. As of December 31, 2025, and December 31, 2024, there were 226,206,479 and 226,206,479 Preferred Series A shares issued and outstanding, respectively. Each share of preferred stock is convertible to 50 shares of common stock.\n\n  \n\n**NOTE 1****2****–****CONCENTRATIONS OF RISKS**\n\n \n\n(a) Major customers\n\n \n\nFor the years ended December 31, 2025 and 2024, there were two and four customers respectively who accounted for more than 10% of the Company’s revenues. The customers who accounted for more than 10% of the Company’s revenues and its outstanding receivable balance at period-end is presented below:\n\n \n\n \n\n \n\n**For the year**\n\n**ended December 31**\n\n \n\n \n\n**For the year**\n\n**ended December 31**\n\n \n\n \n\n**For the year**\n\n**ended December 31**\n\n \n\n \n\n \n\n**2025**\n\n \n\n \n\n**2024**\n\n \n\n \n\n**2025**\n\n \n\n \n\n**2024**\n\n \n\n \n\n**2025**\n\n \n\n \n\n**2024**\n\n \n\n**Major Customers **\n\n \n\n**Revenues**\n\n \n\n \n\n**Percentage**\n\n**of****revenues**\n\n \n\n \n\n**Accounts**\n\n**receivable, trade**\n\n \n\nCustomer A\n\n \n$-\n \n\n \n$45,700\n \n\n \n\n \n-%\n \n\n \n59%\n \n$-\n \n\n \n$-\n \n\nCustomer B\n\n \n\n \n-\n \n\n \n\n \n10,000\n \n\n \n\n \n-\n \n\n \n\n \n13\n \n\n \n\n \n10,000\n \n\n \n\n \n10,000\n \n\nCustomer C\n\n \n\n \n-\n \n\n \n\n \n10,640\n \n\n \n\n \n-\n \n\n \n\n \n14\n \n\n \n\n \n-\n \n\n \n\n \n-\n \n\nCustomer D\n\n \n\n \n-\n \n\n \n\n \n8,500\n \n\n \n\n \n-\n \n\n \n\n \n11\n \n\n \n\n \n-\n \n\n \n\n \n5,100\n \n\nCustomer E\n\n \n\n \n14,000\n \n\n \n\n \n-\n \n\n \n\n \n18\n \n\n \n\n \n-\n \n\n \n\n \n-\n \n\n \n\n \n-\n \n\nCustomer F\n\n \n\n \n61,676\n \n\n \n\n \n-\n \n\n \n\n \n79\n \n\n \n\n \n-\n \n\n \n\n \n-\n \n\n \n\n \n-\n \n\nTotal\n\n \n$75,676\n \n\n \n$74,840\n \n\n \n\n \n97%\n \n\n \n97%\n \n$10,000\n \n\n \n$15,100\n \n\n \n\n(b) Major vendors\n\n \n\nFor the years ended December 31, 2025 and 2024, there were four and two vendors respectively who accounted for more than 10% of the Company’s cost of revenue. The vendors who accounted for more than 10% of the Company’s cost of revenue and its outstanding payable balance at period-end is presented below:\n\n \n\n \n\n \n\n**For the year**\n\n**ended December 31**\n\n \n\n \n\n**For the year**\n\n**ended December 31**\n\n \n\n \n\n**For the year**\n\n**ended December 31**\n\n \n\n \n\n \n\n**2025**\n\n \n\n \n\n**2024**\n\n \n\n \n\n**2025**\n\n \n\n \n\n**2024**\n\n \n\n \n\n**2025**\n\n \n\n \n\n**2024**\n\n \n\n**Major Vendors **\n\n \n\n**Cost of revenue**\n\n \n\n \n\n**Percentage**\n\n**of****Cost of revenue**\n\n \n\n \n\n**Accounts**\n\n**payable, trade**\n\n \n\nVendor A\n\n \n$-\n \n\n \n$10,400\n \n\n \n\n \n-%\n \n\n \n13%\n \n$-\n \n\n \n$-\n \n\nVendor B\n\n \n\n \n-\n \n\n \n\n \n20,000\n \n\n \n\n \n-\n \n\n \n\n \n25\n \n\n \n\n \n-\n \n\n \n\n \n2,255\n \n\nVendor C\n\n \n\n \n5,000\n \n\n \n\n \n-\n \n\n \n\n \n11\n \n\n \n\n \n-\n \n\n \n\n \n-\n \n\n \n\n \n-\n \n\nVendor D\n\n \n\n \n8,450\n \n\n \n\n \n-\n \n\n \n\n \n18\n \n\n \n\n \n-\n \n\n \n\n \n-\n \n\n \n\n \n-\n \n\nVendor E\n\n \n\n \n5,632\n \n\n \n\n \n-\n \n\n \n\n \n12\n \n\n \n\n \n-\n \n\n \n\n \n-\n \n\n \n\n \n-\n \n\nVendor F\n\n \n\n \n6,500\n \n\n \n\n \n-\n \n\n \n\n \n14\n \n\n \n\n \n-\n \n\n \n\n \n-\n \n\n \n\n \n-\n \n\nTotal\n\n \n$25,582\n \n\n \n$30,400\n \n\n \n\n \n55%\n \n\n \n38%\n \n$-\n \n\n \n$2,255\n \n\n \n\n(c) Credit risk\n\n \n\nFinancial 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.\n\n \n\n(d) Liquidity risk\n\n \n\nFor 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.\n\n \n\n**NOTE 13 – SUBSEQUENT EVENTS**\n\n \n\nIn 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.\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\nOn 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.\n\n \n\nOther 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.\n\n \n\n \n\nF-22"}