WNLV.OTC.PinkWinvest Group LTD

10-K: Winvest Group Ltd. Reports 2023 Financial Results, Revenue Growth Offset by Operating Losses

Sentiment:

Annual Results


Winvest Group Ltd. experienced revenue growth in 2023, but continued to face operating losses and challenges related to internal controls.

Capital raiseThe company states it will require the funds from this offering in order to fully implement our business plan.The company reserves the right to seek additional funds through private placements of our Common Stock and/or through debt financing.The company's future is dependent upon its ability to obtain financing or upon future profitable operations.The company is currently being funded by Winvest Group Ltd. who is extending interest-free demand loans to the Company.The company will be required to continue to rely on Winvest Group Ltd. until its operations become profitable.
Worse than expectedThe company's financial results were worse than expected due to continued operating losses and concerns about its ability to continue as a going concern.The company's internal controls were worse than expected due to material weaknesses identified by management.

Summary

  • Winvest Group Ltd., a Nevada corporation, filed its annual report on Form 10-K for the fiscal year ended December 31, 2023.
  • The company's revenue increased to $339,943 in 2023, up from $89,260 in 2022.
  • Despite the revenue growth, the company reported a net loss of $875,464 for 2023, compared to a net loss of $2,351,575 in 2022.
  • Operating expenses were $1,082,750 in 2023, a decrease from $2,386,980 in 2022, which included significant non-cash impairment charges.
  • The company's cash on hand was $45,070 as of December 31, 2023.
  • The company's auditors have expressed substantial doubt about its ability to continue as a going concern.
  • The company has identified material weaknesses in its internal controls over financial reporting.
  • The company is focused on film production and content creation through its subsidiaries, The Catalyst Group Entertainment (TCG) and IQI Media, Inc. (IQI).

Sentiment

Score: 3

Explanation: The document presents a mixed picture with some positive revenue growth but significant concerns about profitability, internal controls, and the company's ability to continue as a going concern. The auditor's going concern opinion is a major red flag.

Positives

  • The company experienced a substantial increase in revenue, indicating growth in its business activities.
  • The net loss decreased significantly compared to the previous year, suggesting improved financial performance.
  • Operating expenses were reduced, primarily due to the absence of non-cash impairment charges.
  • The company has a diverse range of projects in development, including film, television, and animation.

Negatives

  • The company continues to operate at a loss, with a net loss of $875,464 for 2023.
  • The company's auditor has expressed substantial doubt about its ability to continue as a going concern.
  • The company has identified material weaknesses in its internal controls over financial reporting.
  • The company has a working capital deficit of $904,485.

Risks

  • The company has a limited operating history and may not be able to generate sufficient revenue to continue operations.
  • The company's future is dependent on its ability to obtain financing or achieve profitable operations.
  • The company faces risks inherent to the film industry, including intense competition and unpredictable audience reception.
  • The company may not be able to protect its intellectual property rights.
  • The company's stock trades over the counter, which may result in higher price volatility and less market liquidity.
  • The company is subject to penny stock regulations, which may make it difficult for investors to sell their shares.
  • The company's success depends on key personnel, and the loss of their services could adversely affect the business.
  • The company's operations are affected by general economic conditions and consumer tastes, which are unpredictable.

Future Outlook

The company will require additional funding to fully implement its business plan and is exploring alternative sources of financing. The company anticipates hiring additional employees in the next twelve months on an as needed basis.

Management Comments

  • Management believes that the material weaknesses set forth above did not have an effect on our financial results because the activity during this period was nominal.
  • Management believes that the lack of a functioning audit committee and the lack of a majority of outside Directors on our Board of Directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our condensed consolidated financial statements in future periods.
  • Management has, in 2023, appointed a local-based director and officer for ease of operations.
  • As the Company progresses, our management expect to further recruit a local corporate secretary, establish an audit committee, appoint a local independent non-executive director, and ensure that board members have current and pertinent financial experience.

Industry Context

The company operates in the media and entertainment industry, which is undergoing significant changes due to technological developments and shifting consumer tastes. The company's subsidiaries, TCG and IQI, are focused on film finance, production, and content creation, which are areas of growth in the industry. The company faces competition from larger studios and production companies.

Comparison to Industry Standards

  • The company's revenue growth is a positive sign, but its continued operating losses are a concern compared to established media companies.
  • The company's lack of internal controls is a significant weakness compared to industry best practices.
  • The company's reliance on related-party loans is not uncommon for early-stage companies, but it does present a risk.
  • The company's focus on film production and content creation aligns with current industry trends, but its ability to compete with larger players remains to be seen.
  • The company's financial performance is not comparable to major studios or established media companies, but it is more relevant to compare it to other early-stage production companies.

Management Changes

RolePrevious PersonNew PersonEffective DateReason
Chairman of the Board of DirectorsDavid LazarWan Nyuk Ming2021-04-14Resignation of previous director and officer
Managing Director (MD) of the Board of DirectorsDavid LazarNg Chian Yin2021-04-14Resignation of previous director and officer
Chief Executive Officer (CEO) and DirectorDavid LazarJeffrey Wong Kah Mun2021-04-14Resignation of previous director and officer
Secretary and Chief Operating Officer (COO)David LazarTham Yee Wen2021-04-14Resignation of previous director and officer
TreasurerDavid LazarBoo Shi Huey2021-04-14Resignation of previous director and officer
Chief Strategic OfficerNAKhiow Hui, Lim2022-05-25New appointment
Chief Intellectual OfficerNACharlene Logan Kelly2022-05-25New appointment
DirectorNAKhiow Hui, Lim2022-06-13New appointment
SecretaryTham Yee WenKhiow Hui, Lim2022-06-29Resignation of previous officer

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Fiscal Year End ChangeThe company changed its fiscal year end from May 31st to December 31st to align with its intended acquisition target.2021-09-14This change aligns the company's reporting with its business operations.
Name ChangeThe company changed its name from Zyrox Mining International, Inc. to Winvest Group Ltd.2021-12-17This change reflects the company's new line of business operations.
Reverse Stock SplitThe company implemented a 1 for 250 reverse stock split.2021-12-29This change reduces the number of outstanding shares and may increase the stock price.
Ticker Symbol ChangeThe company's ticker symbol changed from to WNLV.2022-01-27This change reflects the company's new name and business operations.

Legal Proceedings

  • The Company is not presently a party to any legal proceedings.
  • The company may from time to time be involved in various claims and legal proceedings of a nature they believe are normal and incidental to the entertainment finance and production business.

Related Party Transactions

  • The company's financing subsequent to the change of control on March 31, 2021 has come from the Winvest Group Limited (Cayman), an affiliate with the same name as the Company, and based in the Cayman Islands and from the CEO of IQ.
  • As of December 31, 2023, the amount due to the Winvest Group Limited (Cayman) and the founder of IQI was $412,915 and $148,915 which are being treated as an interest free demand loans.

Stakeholder Impact

  • Shareholders face the risk of losing their investment due to the company's financial challenges and going concern issues.
  • Employees may be affected by the company's financial instability and potential restructuring.
  • Customers may be impacted by the company's ability to deliver on its projects and services.
  • Suppliers and creditors may face risks due to the company's financial instability.
  • The company's financial performance and internal control issues may affect its reputation and relationships with stakeholders.

Next Steps

  • The company will need to secure additional financing to fund its operations and implement its business plan.
  • The company will need to address the material weaknesses in its internal controls over financial reporting.
  • The company will continue to develop and produce film and content projects through its subsidiaries.
  • The company anticipates hiring additional employees in the next twelve months.

Key Dates

DateDescription
2009-06-03Winvest Group Ltd. was incorporated in Nevada.
2010-11-08The Company entered into an agreement to acquire WSVPA Bio Products Incorporated.
2012-03-12The Company finalized the acquisition of WSPVA Bio Products International, LLC.
2012-08-15The Company changed its name to Zyrox Mining International, Inc.
2019-12-27Custodian Ventures, LLC was appointed as the custodian of the Company.
2021-03-05300,000,000 shares of Series A Preferred Stock were transferred to new controlling shareholders.
2021-04-14New directors and officers were appointed.
2021-09-14The Company's fiscal year end was changed from May 31st to December 31st.
2021-12-17The Company changed its name to Winvest Group Ltd.
2021-12-29FINRA declared the name change and a 1 for 250 reverse stock split effective.
2022-01-27The Company's ticker symbol changed to WNLV.
2022-05-16The Company entered into a share exchange agreement with TCG and IQI.
2022-05-25Khiow Hui, Lim was appointed Chief Strategic Officer and Charlene Logan Kelly was appointed Chief Intellectual Officer.
2022-06-13Khiow Hui, Lim was appointed to the Board of Directors.
2022-06-29Tham Yee Wen resigned as Secretary, and Khiow Hui, Lim was appointed as Secretary.
2023-12-31End of the fiscal year.
2024-02-23607,500,000 shares of common stock issued in conversion of Series A Preferred Stock.
2024-02-279,200,000 shares of common stock issued in conversion of Series A Preferred Stock.
2024-04-19Date of the 10-K filing.

Keywords

film production, content creation, media finance, entertainment, financial results, operating loss, internal controls, going concern, revenue growth, stock issuance

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