{"url_path":"/sec/wnlv/10-k/2026/item-7","section_key":"item-7","section_title":"Item 7 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS**","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":3358,"has_tables":true,"body_markdown":"**ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS**\n\n \n\n*The following discussion and analysis of the financial condition and results of operations of Winvest Group Ltd. (the “Company” or “Winvest”) should be read in conjunction with our consolidated financial statements and the accompanying notes thereto included elsewhere in this Annual Report on Form 10-K. References in this Management’s Discussion and Analysis of Financial Condition and Results of Operations to “us,” “we,” “our,” and similar terms refer to the Company. This Annual Report on Form 10-K includes forward-looking statements, as that term is defined in the federal securities laws, based upon current expectations that involve risks and uncertainties, such as plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors. Words such as “anticipate,” “estimate,” “plan,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions are used to identify forward-looking statements. We caution you that these statements are not guarantees of future performance or events and are subject to a number of uncertainties, risks and other influences, many of which are beyond our control, which may influence the accuracy of the statements and the projections upon which the statements are based. Reference is made to “Risk Factors,” which are included elsewhere in this Annual Report on Form 10-K.*\n\n \n\n**Overview**\n\n \n\n***Business Overview***\n\n \n\nWinvest Group Ltd. (the “Company”) changed its name from Zyrox Mining International, Inc. on December 17, 2021. The Company (formerly Diversified Energy & Fuel, Inc. until August 15, 2012) was incorporated in the State of Nevada on June 3, 2009. The Company began formal operations on June 3, 2009, with the principal purpose of developing, marketing, and selling software products through the Internet, and to provide web-based services for individuals and small business. 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. (“Zyrox”) on August 15, 2012.\n\n \n\n \n\n19\n\n*Table of Contents*\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\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. The change in fiscal year became effective for the company’s 2021 fiscal year, which began June 1, 2021 and ended December 31, 2021.\n\n \n\nOn December 17, 2021, Zyrox Mining International, Inc. amended its articles of incorporation change its name to Winvest Group Ltd. (the “Name Change”). The change was made in anticipation of entering into a new line of business operations.\n\n \n\nAlso on December 17, 2021, Zyrox Mining International, Inc. amended its articles of incorporation to reverse split its common stock at a rate of 1 for 250 (the “Reverse”).\n\n \n\nOn December 29, 2021, FINRA declared the Name Change and the Reverse effective. Also on December 29, 2021, the Company was informed by FINRA that the Company’s ticker symbol would be changed to WNLV in twenty business days. The Company’s stock symbol changed to WNLV on January 27, 2022.\n\n \n\nOn May 16, 2022, Winvest Group Ltd. (“WNLV,” or the “Company”) entered into a share exchange agreement (the “Share Exchange Agreement”) with The Catalyst Group Entertainment, LLC (“TCG”), a California limited liability company, Joseph S. Lanius (“Lanius”), Nicholas D. Burnett (“Burnett”) and Khiow Hui, Lim (“Khiow,” “Burnett,” and together with Lanius, the “TCG Shareholders”), the sole officers, directors, and shareholders of TCG, IQI Media Inc. (“IQI”), a California corporation, Khiow, Lanius, Charlene Logan Kelly (“Kelly”), Burnett, Connie Tsai (“Tsai”), and Amy Morton (“Morton”), as the officers, directors and shareholders of IQI (the “IQI Shareholders”). Under the Share Exchange Agreement, One Hundred Percent (100%) of the ownership interest of TCG and IQI was exchanged for 900,000 shares of common stock of the Company at the Closing issued to the TCG Shareholders and the IQI Shareholders. The transaction has been accounted for as a recapitalization of the Company, whereby WNLV is the accounting acquirer.\n\n \n\n \n\n20\n\n*Table of Contents*\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\nOn July 31, 2025, the Company has received the formal written notice from Ms. Charlene Logan Kelly confirming her resignation from the position of Chief Intellectual Officer (CIO), effective as of June 28, 2025. Ms. Logan Kelly’s resignation was not due to any disagreement with the Company on any matter relating to its operations, policies, or practices.\n\n \n\nOn January 27, 2026, Wan Nyuk Ming resigned from his positions as Chairman of the Board and Director of Winvest Group Ltd., and Ng Chian Yin resigned from his position as Director of Winvest Group Ltd., each for personal reasons. The resignations were not the result of any disagreement with the Company, its management, or the Board regarding the Company’s operations, policies, or practices.\n\n \n\nOn January 27, 2026, the Board of Directors of Winvest Group Ltd. appointed Khiow Hui Lim as Chairman of the Board, effective immediately. Ms. Khiow Hui Lim will serve as Chairman in addition to her existing role as a director of the Company.\n\n \n\n**TCG Business Overview**\n\n \n\nTCG is a finance and production company for the media and entertainment sector located in the city of Beverly Hills, California, headed by Khiow Hui, Lim with over 25 years’ experience in the film industry, encompassing film finance, production and distribution. In early 2025, TCG significantly scaled down its operations, and its bank accounts were formally closed in February 2026.\n\n \n\n**TCG’s intended focus is on opportunities comprised of global emerging film, television and media projects.**\n\n \n\nFilm ‘packages’ from studios, production companies and independent producers are continuously seeking funds from media financing companies such as The Catalyst Group Entertainment. These film packages usually are submitted with a fully developed script, director, primary cast, production schedules and a budget as well as a proposed finance plan.\n\n \n\nTCG aims to finance projects from studios, production companies and independent producers with proven track records that consistently deliver projects on time and in accordance with approved budgets and production schedules.\n\n \n\nWhile we have no existing agreements with any production or distribution entities, our founding members believe that current and anticipated market trends are ideal for the launch of a debt facility with industry veterans that have a strong background in financing and production and media technology. Our team has an excellent industry network of associates that have worked with film studios, globally known talent and packaging agencies, and management companies.\n\n \n\n**IQI Business Overview**\n\n \n\nIQI is a full-service content creation, film and advertising production company located in the City of Pasadena, California. Our producers’ team are keen on managing all aspects of a multi-languages project throughout its life cycle from conception and strategy to design, development and delivery. IQI Media, Inc founded by Khiow Hui, Lim in August 2010, a native Malaysia born producer graduated from Wichita State University. She has been producing from small to large scale video, film productions for more than 20+ years.\n\n \n\nThe IQI production team is a true believer in post-covid “Filmmaking+” and “Cinema+” landscape.\n\n \n\nWhen a movie or television show shoots on location, it brings jobs, revenue, and related infrastructure development, providing an immediate boost to the local economy.\n\n \n\n \n\n21\n\n*Table of Contents*\n\n \n\n***Business Model***\n\n \n\nIQI currently has the following programs and ConTech (Content Technology) in production pipeline:\n\n \n\n(1)\n\nMaiContent Aggregator Solution Platform\n\n \n\n(2)\n\nOriginal Content Development Slate + Producing Services\n\n \n\n(3)\n\nContent Management Solution and Services\n\n \n\n***Recent Developments***\n\n \n\nThere have been no material developments affecting the Company.\n\n \n\n**Results of Operations for the Twelve Months Ended December 31, 2025, compared to the Twelve Months Ended December 31, 2024**\n\n \n\n*Revenue*\n\n \n\nOur revenues for the year ended December 31, 2025, were $78,426, as compared to revenues of $77,340 during the year ended December 31, 2024, representing a slight increase of $1,086, or approximately 1.4%.\n\n \n\nThe relatively stable revenue year-over-year was primarily attributable to the project-based nature of the Company’s operations and continued customer concentration. In 2024, the Company’s revenue was largely driven by a significant one-time engagement with a major customer.\n\n \n\nSimilarly, in 2025, revenue was also concentrated in a limited number of customers, with a significant portion derived from a major engagement with TEN ENTERTAINMENT CO, alongside additional services provided to BIOCALTH and a smaller engagement with ROUNDTABLE.\n\n \n\nOverall, while the specific customers and engagements differed between the two periods, both years were characterized by reliance on a limited number of project-based transactions, resulting in relatively consistent total revenue.\n\n \n\n*Cost of revenue*\n\n \n\nOur cost of revenues for the year ended December 31, 2025, was $46,408, compared to $80,025 for the year ended December 31, 2024, representing a decrease of $33,617, or approximately 42%. The decrease in cost of revenues was primarily due to a reduction in the number of client projects undertaken during the current period.\n\n \n\n \n\n22\n\n*Table of Contents*\n\n \n\n*Gross profit/(loss)*\n\n \n\nOur gross profit for the year ended December 31, 2025, was $32,018, compared to gross loss of $2,685 for the year ended December 31, 2024, representing an improvement of $34,703. The improvement in gross profit was primarily attributable to changes in the cost structure of the Company’s project-based engagements. In 2024, the Company incurred higher direct costs associated with certain service engagements, resulting in a gross loss. In contrast, in 2025, the Company achieved improved cost efficiency across its projects, leading to a positive gross profit.\n\n \n\n*Operating expenses*\n\n \n\nOur operating expenses were $608,859 for the year ended December 31, 2025, as compared to $760,298 for the year ended December 31, 2024. The operating expenses are mainly attributable to advertising expenses, audit fees, legal services fees, other professional fees, salary and stock compensation expense. The decrease in operating expenses was primarily attributable to a reduction in audit fees, which decreased significantly from $155,550 in 2024 to $54,000 in 2025.\n\n \n\n*O**ther expenses, net*\n\n \n\nOur other expenses, net for the year ended December 31, 2025, were $14,467,825, compared to $318,064 for the year ended December 31, 2024, representing an increase of $14,149,761. The increase in other expenses was primarily due to higher interest expense arising from the convertible notes and a loss on investment in the current year. The loss on investment was mainly attributable to the write-off of Infinity Fund Australia (“IFA”) investment.\n\n \n\n*Net loss*\n\n \n\nAs a result of the foregoing, we incurred a loss of $15,044,666 or $(0.14) per share for the year ended December 31, 2025, compared to a loss of $1,081,047 or $(0.004) per share for the year ended December 31, 2024.\n\n \n\n**Liquidity and Capital Resources**\n\n \n\nWe had $44,072 in cash on hand as of December 31, 2025.\n\n \n\nManagement is actively implementing measures to address the working capital shortfall, including pursuing additional equity financing, continuing to manage operating costs prudently, and advancing the progress of film production project 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\nNet cash used in operating activities for the year ended December 31, 2025, was $551,290 compared to $351,109 in net cash used for the year ended December 31, 2024. The increase in net cash used is primarily attributable to increase in net loss, derivative fair value change, increase in prepaid expenses, decrease in accrued liabilities and project advances contra by interest expense, loss on investment, bad debts and prepayment written off, share-based compensation to employee, contingencies and write-off of other receivable, increase in accounts payable.\n\n \n\nNet cash provided by investing activities for the year ended December 31, 2025, was $0 compared to $262,018 for the year ended December 31, 2024 due to the increase in proceeds from sale of investment in year 2024.\n\n \n\n \n\n23\n\n*Table of Contents*\n\n \n\nNet cash provided by financing activities was $413,840 for the year ended December 31, 2025, compared to $225,543 for the year ended December 31, 2024. The increase in 2025 compared to 2024 is primarily attributable to due to issuance of share capital and convertible promissory notes in 2025.\n\n \n\n**Employees**\n\n \n\nWNLV, TCG and IQI currently have an aggregate of 3 employees. We anticipate hiring additional employees in the next twelve months. We anticipate hiring necessary personnel based on an as needed basis.\n\n \n\n**Off-Balance Sheet Arrangements**\n\n \n\nWe do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.\n\n \n\n**Critical Accounting Estimates**\n\n \n\nThe preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.\n\n \n\nThe critical accounting estimates have been identified as follows:\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 recognize 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\n24\n\n*Table of Contents*\n\n   \n\n*Recent Accounting Pronouncements*\n\n \n\nPlease refer to Note 2 to the consolidated financial statements included elsewhere in this Form 10-K for a discussion of recent accounting pronouncements."}