WNLV.OTC.PinkWinvest Group LTD

10-K: Winvest Group Ltd. Reports $1.08 Million Net Loss for Fiscal Year 2024 Amidst Restructuring and Strategic Shifts

Sentiment:

Annual Report (Form 10-K)


Winvest Group Ltd. reports a net loss of $1.08 million for fiscal year 2024, accompanied by strategic shifts in business operations and changes in personnel.

Worse than expectedThe company's net loss increased from 2023 to 2024.Revenue decreased significantly from 2023 to 2024.The company's auditor has issued a going concern opinion.

Summary

  • Winvest Group Ltd. reports a net loss of $1,081,047 for the year ended December 31, 2024, compared to a net loss of $875,464 for the previous year.
  • The company's revenue decreased to $77,340 in 2024 from $339,943 in 2023, primarily due to decreased revenue at both IQI and Winvest.
  • Operating expenses were $760,298 for 2024, compared to $1,098,460 for 2023.
  • As of December 31, 2024, the company had $181,522 in cash on hand.
  • The company is focusing on film production activities through its subsidiaries TCG and IQI Media.
  • The company is addressing material weaknesses in internal control over financial reporting.
  • The company's auditor has issued a going concern opinion.
  • The company is planning to shut down its subsidiary, Billie Black Production, LLC, in the first quarter of 2025.

Sentiment

Score: 3

Explanation: The document presents a negative financial picture with increasing losses and declining revenue, coupled with a going concern warning from the auditor. While the company is taking steps to address internal control issues, the overall sentiment is pessimistic.

Positives

  • Operating expenses decreased from $1,098,460 in 2023 to $760,298 in 2024.
  • The company is taking steps to remediate material weaknesses in internal control over financial reporting.

Negatives

  • The company experienced a net loss of $1,081,047 in 2024, an increase from the $875,464 loss in 2023.
  • Revenue decreased significantly from $339,943 in 2023 to $77,340 in 2024.
  • The company's auditor has issued a going concern opinion, indicating substantial doubt about the company's ability to continue as a going concern.
  • The company plans to shut down its subsidiary, Billie Black Production, LLC, in the first quarter of 2025.

Risks

  • The company has a limited operating history and may not be able to generate sufficient revenue to continue operations.
  • The company's auditor has issued a going concern opinion, indicating substantial doubt about the company's ability to continue as a going concern.
  • The company is subject to risks inherent in the film industry, including the speculative nature of the industry and intense competition.
  • The company may not be able to compete with larger sales contract companies.
  • The company's lack of diversification may make it vulnerable to oversupplies in the market.
  • The company's operating results depend on product costs, public tastes, and promotion success.
  • The company could be adversely impacted if it is unable to protect its intellectual property rights.
  • Global economic conditions, such as COVID-19, may adversely affect the company's industry, business, and results of operations.
  • The company is subject to penny stock regulations and restrictions, and investors may have difficulty selling shares of the company's common stock.
  • Sales of the company's common stock under Rule 144 could reduce the price of the stock.
  • The company does not have an audit or compensation committee, and stockholders will have to rely on the entire Board of Directors, none of which are independent, to perform these functions.
  • The company is subject to compliance with securities laws, which exposes it to potential liabilities, including potential rescission rights.
  • The company does not intend to pay any cash dividends on its common stock, and stockholders will not be able to receive a return on their shares unless they sell them.
  • The company's success depends on external factors in the film industry.
  • Technological advances may reduce demand for films.
  • A decline in the popularity of entertainment, film, and leisure activities could adversely impact the company's business.
  • A decline in general economic conditions could adversely affect the company's business.
  • Film production is a long and uncertain business.
  • If the company fails to collect payment on time, it could experience cash flow problems.
  • Evaluation of investment in films is uncertain.

Future Outlook

The company will be required to continue to rely on Winvest Group Ltd. until its operations become profitable and is planning to shut down its subsidiary, Billie Black Production, LLC, in the first quarter of 2025.

Management Comments

  • The company is addressing material weaknesses in internal control over financial reporting.
  • The company is taking steps to remediate material weaknesses in internal control over financial reporting.

Industry Context

The company operates in the highly competitive and speculative film production industry, facing competition from major U.S. and international film studios.

Comparison to Industry Standards

  • The document does not provide enough information to make a detailed comparison to industry standards.
  • Comparable companies would include other small, independent film production companies.
  • Without specific financial benchmarks for similar-sized companies, a direct comparison is difficult.

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Internal ControlThe company is addressing material weaknesses in internal control over financial reporting, including inadequate segregation of duties and effective risk assessment.N/AThe company is taking steps to remediate these weaknesses, which could improve the reliability of financial reporting.

Legal Proceedings

  • The Company is not presently a party to any legal proceedings.

Related Party Transactions

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

Stakeholder Impact

  • Shareholders face the risk of further losses and potential dilution.
  • Employees may be affected by the planned shutdown of Billie Black Production, LLC.
  • Creditors face increased risk due to the company's going concern status.

Next Steps

  • The company intends to add staff members to its management team to ensure that information required to be disclosed in its reports filed and submitted under the Exchange Act is recorded, processed, summarized and reported as and when required and will the staff members will have segregated responsibilities with regard to these responsibilities.
  • The company plans to create a position to segregate duties consistent with control objectives and will increase its personnel resources and technical accounting expertise within the accounting function.
  • The company is planning to shut down its subsidiary, Billie Black Production, LLC, in the first quarter of 2025.

Key Dates

DateDescription
2009-06-03Winvest Group Ltd. was incorporated in the State of Nevada.
2010-11-08The Company entered into an agreement to acquire 100% of the Membership Interests of WSVPA Bio Products Incorporated.
2012-03-12The Company finalized the acquisition of a biodegradable plastic manufacturer, WSPVA, Bio Products International, LLC.
2019-12-27Custodian Ventures, LLC was appointed as the custodian of the Company by the Eighth Judicial Court of Nevada.
2021-03-05300,000,000 shares of Series A Preferred Stock were transferred from Custodian Ventures, LLC to Wan Nyuk Ming, Ng Chian Yin, and Jeffrey Wong Kah Mun.
2021-04-14Existing director and officer resigned; new officers and directors appointed.
2021-09-14The Board of Directors voted to change the Company's fiscal year end from May 31st to December 31st.
2021-12-17Zyrox Mining International, Inc. amended its articles of incorporation to change its name to Winvest Group Ltd.
2021-12-29FINRA declared the latest name change and a 1 for 250 reverse stock split went effective.
2022-05-16Winvest Group Ltd. entered into a share exchange agreement with The Catalyst Group Entertainment, LLC and IQI Media, Inc.
2022-05-25Khiow Hui, Lim appointed as Chief Strategic Officer and Charlene Logan Kelly as Chief Intellectual Officer.
2022-06-13Khiow Hui, Lim appointed to the Corporations Board of Directors.
2022-06-29Tham Yee Wen resigned as the Company's Secretary; Khiow Hui, Lim appointed as the Company's Secretary.
2024-05-03The Securities and Exchange Commission (the SEC) announced that it had settled charges against BF Borgers CPA PC.
2024-05-14The Company engaged JWF Assurance PAC as its independent auditor.
2025-03-13The Board of Directors decided to conclude the engagement of JWF Assurance PAC as the Company's independent registered public accounting firm, effective immediately.
2025-03-13The Board of Directors approved the engagement of J&S Associate PLT (New Auditor) as the Company's independent registered public accounting firm, effective immediately.
2025-04-18Date of report filing.

Keywords

financial results, net loss, revenue, operating expenses, film production, going concern, internal control, Winvest Group Ltd, WNLV

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