WINVEST GROUP LTD. Item 1.01 Entry into Material Definitive Agreement
On
Immediately after completion of such share exchange, the Company will have a total of 17,411,217 issued and outstanding shares, with authorized share capital for common share of 4,500,000,000.
Consequently, 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.
Item 2.01 Completion of Acquisition or Disposition of Assets
As described in Item 1.01 above, on
As a result of the acquisition of all of the issued and outstanding membership interest of TCG and all the issued and outstanding shares of IQI, we have now assumed TCG's and IQI's business operations as our own.
2
FORM 10 DISCLOSURE
As mentioned in Item 1.01, on
We hereby provide below information that would be included in a Form 10
registration statement.
Description of Businesses
Corporate History
The Company began trading as
On
On
The Company finalized the acquisition of a biodegradable plastic manufacturer,
WSPVA,
We are a development stage company and have not yet opened for business or
generated any revenues. Our limited start-up operations have consisted of the
formation of our business plan and identification of our target market. We will
require the funds from this offering in order to fully implement our business
plan as discussed in the "Plan of Operation" section During the period from
The Company's accounting year-end is.
On
3
On
Item 3.02 Unregistered Sales of
Reference is made to the disclosure made under Item 1.01 which is incorporated herein by reference.
Item 5.06 Change in Shell Company Status
Prior to the Share Exchange, we were a "shell company" (as such term is defined in Rule 12b-2 under the Exchange Act). As a result of the Share Exchange, we have ceased to be a shell company. The information contained in this Report constitutes the current "Form 10 information" necessary to satisfy the conditions contained in Rule 144(i)(2) under the Securities Act.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statement of Business Acquired
The audited financial statements of TCG as of
The audited financial statements of IQI as of
39
Report of Independent Registered Public Accounting Firm
To the shareholders and the board of directors of
Opinion on the Financial Statements
We have audited the consolidated balance sheets of
Substantial Doubt about the Company's Ability to Continue as a Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These 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 audit. We are a public accounting firm registered with
the
We 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 audits 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.
Our 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 audit 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.
/S/ BF Borgers CPA PC BF Borgers CPA PC
We have served as the Company's auditor since 2022
Lakewood, CO May 12, 2022 40 THE CATALYST ENTERTAINMENT GROUP BALANCE SHEETS December 31, December 31, 2021 2020 ASSETS Current assets Cash$ 4,726 4,726 Total current assets 4,726 4,726 Total Assets$ 4,726 4,726 LIABILITIES AND MEMBERS' DEFICIT Current liabilities Accounts payable and accrued liabilities $ - $ - Due to related party - Total current liabilities - - Total liabilities - - Members' Equity 4,726 4,726
Total Liabilities and Members' Deficit
The accompanying notes are an integral part of these financial statements.
41
THE CATALYST ENTERTAINMENT GROUP
STATEMENTS OF OPERATIONS
Year Ended Year Ended
December 31, December 31,
2021 2020
Revenue $ - $ -
Production cost - -
Gross profit - -
Operating expenses:
Administrative expenses - 30,374
Total operating expenses - 30,374
Net loss - (30,374 )
Members equity -beginning of year
- -
Members deficit -end of year
The accompanying notes are an integral part of these financial statements.
42
THE CATALYST ENTERTAINMENT GROUP
STATEMENTS OF CASH FLOWS
Year Ended Year Ended
December 31, December 31,
2021 2020
Cash flows used in operating activities
Net loss $ - $ (30,374 )
Changes in assets and liabilities
Prepaid expenses -
Accounts payable and accrued liabilities -
Net cash used in operating activities - (30,374 )
Cash flows provided used by financing activities
Distributions to members - -
Proceeds from member contributions - 35,100
Net cash provided used by financing activities - 35,100
Net increase (decrease) in cash - 4,726
Cash, beginning of period 4,726 -
Cash, end of period $ 4,726 $ 4,726
The accompanying notes are an integral part of these financial statements.
43
THE CATALYST ENTERTAINMENT GROUP, LLC
NOTES TO FINANCIAL STATEMENTS FOR THE
YEARS ENDED DECEMBER 31, 2021 AND 2020
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
The Company's year-end is
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying financial statements have been prepared in accordance with the
Going Concern
The accompanying 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 financial statements. As of
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 will be required to continue to do so until its operations become profitable. There can be no assurance that such additional financing will be available to the Company on acceptable terms or at all.
Use of Estimates
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates relate to income taxes and contingencies. 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 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.
Cash and cash equivalents
The Company considers all highly liquid temporary cash investments with an
original maturity of three months or less to be cash equivalents. On
44
Income taxes
The 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.
The 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.
Net Loss per Share
Net 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.
Recent Accounting Pronouncements
There are no recent accounting pronouncements that impact the Company's operations.
NOTE 4 - EQUITY
The Company operates as a limited liability company. As of
NOTE 5 - COMMITMENTS AND CONTINGENCIES
The Company did not have any contractual commitments as of
NOTE 6 - SUBSEQUENT EVENTS
In accordance with FASB ASC 855-10, Subsequent Events, the Company has analyzed
its operations subsequent to
45
Report of Independent Registered Public Accounting Firm
To the shareholders and the board of directors of
Opinion on the Financial Statements
We have audited the consolidated balance sheets of
Substantial Doubt about the Company's Ability to Continue as a Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These 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 audit. We are a public accounting firm registered with
the
We 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 audits 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.
Our 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 audit 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.
/S/ BF Borgers CPA PC BF Borgers CPA PC
We have served as the Company's auditor since 2022
Lakewood, CO May 12, 2022 46 IQI MEDIA INC. BALANCE SHEETS December 31, December 31, 2021 2020 ASSETS Current assets Cash$ 1,836 $ 79 Prepaid expenses 2,637 2,637 Total current assets 4,473 2,716 Total Assets$ 4,473 $ 2,716 LIABILITIES AND MEMBERS' DEFICIT Current liabilities Accounts payable and accrued liabilities$ 12,065 $ 10,244 Due to related party 51,550 26,500 Total current liabilities 63,615 36,744 Total liabilities 63,615 36,744 Members' Deficit (59,142 ) (34,028 )
Total Liabilities and Members' Deficit
The accompanying notes are an integral part of these financial statements.
47
IQI MEDIA INC.
STATEMENTS OF OPERATIONS
Year Ended Year Ended
December 31, December 31,
2021 2020
Revenue $ 11,363 $ 6,659
Production cost 309 315
Gross profit 11,054 6,344
Operating expenses:
Administrative expenses 31,852 34,723
Total operating expenses 31,852 34,723
Net loss (20,798 ) (28,380 )
Members deficit -beginning of year (34,028 ) (1,269 ) Distribution to members
(4,316 ) (4,380 )
Members deficit -end of year (59,142 ) (34,028 )
The accompanying notes are an integral part of these financial statements.
48
IQI MEDIA INC.
STATEMENTS OF CASH FLOWS
Year Ended Year Ended
December 31, December 31,
2021 2020
Cash flows used in operating activities
Net loss $ (20,798 ) $ (28,380 )
Changes in assets and liabilities
Prepaid expenses - (2,637 )
Accounts payable and accrued liabilities 1,821 (6,750 )
Net cash used in operating activities (18,976 ) (37,767 )
Cash flows provided used by financing activities
Distributions to members (4,316 ) (4,380 )
Proceeds from related party loans 25,050 39,100
Net cash provided used by financing activities 20,734 34,720
Net increase (decrease) in cash 1,758 (3,047 )
Cash, beginning of period 79 3,127
Cash, end of period $ 1,836 $ 79
The accompanying notes are an integral part of these financial statements.
49
IQI MEDIA INC.
NOTES TO FINANCIAL STATEMENTS FOR THE
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