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.
Overview
Business Overview
Winvest 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.
The Company began trading as Riverdale Capital, Ltd. under the symbol "RICP" on
June 3, 2009.
On 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.
On 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.
The 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.
Effective 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.
We are an early-stage company and making effort to reinstate the business. 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 November 2012 through April 2020,
the Company was dormant.
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The Company's accounting year-end is December 31.
David 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.
On 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.
On 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.
On 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.
On April 14, 2021, Mr. Wan Nyuk Ming consented to act as the new Chairman and a
member of the Board of Directors of the Company; Mr. Ng Chian Yin consented to
act as Managing Director (MD) and a member of the Board of Directors of the
Company; Mr. Jeffrey Wong Kah Mun consented to act as the new Chief Executive
Officer (CEO) and a member of the Board of Directors of the Company.
Finally, also on April 14, 2021, Ms. Tham Yee Wen was appointed as Secretary and
Chief Operating Officer (COO) of the Company; Ms. Boo Shi Huey was appointed as
Treasurer of the Company.
On 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. Accordingly, the Company is filing
this transition report on Form 10-KT for the seven-month period from June 1,
2021, through December 31, 2021
On 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.
Also 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").
On December 29, 2021, FINRA declared the latest name change and a 1 for 250
reverse stock split went 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.
On 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.
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Immediately after completion of such share exchange, the Company had 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
On 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.
On June 13, 2022, the Board of Directors of Winvest Group Ltd. (the "Company")
appointed Khiow Hui, Lim to the Corporation's Board of Directors.
On 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.
TCG Business Overview
TCG is a finance and production company for the media and entertainment sector
located in the city of Beverly Hills, California, headed by Joseph S. Lanius,
Nick D. Burnett and Khiow Hui, Lim with over 25 years' experience in the film
industry, encompassing film finance, production and distribution.
TCG focuses on opportunities comprised of global emerging film, television and
media projects.
Film '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.
TCG 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.
While 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.
IQI Business Overview
IQI is a full-service content creation, film and advertising production company
located in the City of Pasadena, California. Our producers' team 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.
The IQI production team is a true believer in post-covid "Filmmaking+" and
"Cinema+" landscape. If the motherland is full of viruses, we are should have
died by now. Apparently, our motherland can heal itself without a doubt.
When a movie or television show shoots on location, it brings jobs, revenue, and
related infrastructure development, providing an immediate boost to the local
economy.
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Business Model
IQI currently has the following programs and ConTech (Content Technology) in
production pipeline:
(1) MaiContent Aggregator Solution Platform
(2) Original Content Development Slate + Producing Services
(3) Content Management Solution and Services
Recent Developments
Results of Operations for the Twelve Months Ended December 31, 2022, Compared to
the Twelve Months Ended December 31, 2021
Revenue
Our revenues for the year ended December 31, 2022, were $89,260, as compared to
revenues of $-0- during the year ended December 31, 2021. The increase in
revenues is attributable to the acquisition of IQI compared to no revenue during
the 2021 year.
Operating expenses
Our operating expenses were $2,386,980 for the year ended December 31, 2022, as
compared to $82,224 for the year ended December 31, 2021. This increase was
primarily attributable to an impairment charge of $1,810,116 in 2022, $366,358
in general and administrative expense in 2022 compared to 82,224 in 2021; and
due to amortization of intangibles of $210,505 in 2022 due to the acquisition of
IQI and TCG, compared to $-0- during the year ended December 31, 2021.
Liquidity and Capital Resources
We had $37,148 in cash on hand as of December 31, 2022.
Net cash used in operating activities was for the year ended December 31, 2022,
was $385,688 compared to $76,263 for the year ended December 31, 2021. Theis
increase is attributable to increased operating expenses in the 2022 year
Net cash used provided by investing activities for the year ended December 31,
2022, was $29,817 compared to $-0- for the year ended December 31, 2021 due to
the acquisition of IQI and TCG.
Net cash provided by financing activities was $393,019 for the year ended
December 31, 2022, compared to $76,263 for the period ended December 31, 2021.
The increase in 2022 is due to increased interest free loans provided by related
parties.
Financial Impact of COVID-19
The COVID-19 pandemic has affected how we are operating our business, and the
duration and extent to which this will impact our future results of operations
and overall financial performance remains uncertain. The COVID-19 pandemic is
having widespread, rapidly evolving, and unpredictable impacts on global
society, economies, financial markets, and business practices. Federal, state
and foreign governments have implemented measures to contain the virus,
including social distancing, travel restrictions, border closures, limitations
on public gatherings, work from home, and closure of non-essential businesses.
To protect the health and well-being of our employees, partners, and third-party
service providers, we have implemented work-from-home requirements, made
substantial modifications to employee travel policies, and cancelled or shifted
marketing and other corporate events to virtual-only formats for the foreseeable
future. While we continue to monitor the situation and may adjust our current
policies as more information and public health guidance become available, such
precautionary measures could negatively affect our customer success efforts,
sales and marketing efforts, delay and lengthen our sales cycles, or create
operational or other challenges, any of which could harm our business and
results of operations. In addition, the COVID-19 pandemic has disrupted the
operations of our current enterprise customers, as well as many potential
enterprise customers, and may continue to disrupt their operations, for an
indefinite period of time, including as a result of travel restrictions and/or
business shutdowns, uncertainty in the financial markets, or other harm to their
businesses and financial results, resulting in delayed purchasing decisions,
extended payment terms, and postponed or cancelled projects, all of which could
negatively impact our business and results of operations, including our revenue
and cash flows.
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Beginning in March 2020, the U.S. and global economies have reacted negatively
in response to worldwide concerns due to the economic impacts of
the COVID-19 pandemic. These factors also may adversely impact enterprise and
government spending on technology as well as such customers' ability to pay for
our products and services on an ongoing basis. For example, some businesses in
industries particularly impacted by the COVID-19 pandemic, such as travel,
hospitality, retail, and oil and gas, have significantly cut or eliminated
capital expenditures. A prolonged economic downturn could adversely affect
technology spending, demand for our offerings, which could have a negative
impact on our financial condition, results of operations and cash flows. Any
resulting instability in the financial markets could also adversely affect the
value of our common stock, our ability to refinance our indebtedness, and our
access to capital.
The ultimate duration and extent of the impact from the COVID-19 pandemic
depends on future developments that cannot be accurately forecasted at this
time, such as the severity and transmission rate of the disease, the actions of
governments, businesses and individuals in response to the pandemic, the extent
and effectiveness of containment actions, the impact on economic activity and
the impact of these and other factors on our employees, partners, and
third-party service providers. These uncertainties may increase variability in
our future results of operations and adversely impact our ability to accurately
forecast changes in our business performance and financial condition in future
periods. If we are not able to respond to and manage the impact of such events
effectively or if global economic conditions do not improve, or deteriorate
further, our business, financial condition, results of operations, and cash
flows could be adversely affected.
Employees
WNLV, TCG and IQI currently have an aggregate of 8 employees. We anticipate
hiring additional employees in the next twelve months. We anticipate hiring
necessary personnel based on an as needed basis.
Off-Balance Sheet Arrangements
We 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.
Critical Accounting Policies and Estimates
The preparation of 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 financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.
We believe that the following critical policies affect our more significant
judgments and estimates used in preparation of our consolidated financial
statements.
Off-Balance Sheet Arrangements
During the years ended December 31, 2022 and December 31, 2021 we did not engage
in any off-balance sheet arrangements as defined in item 303(a)(4) of the
Commission's Regulation S-K. We 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.
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Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our senior management,
including our Chief Executive Officer and Chief Financial Officer, we evaluated
the effectiveness of the design and operation of our disclosure controls and
procedures, as defined in Rules 13a-15I and 15d-15(e) under the Exchange Act.
Based on this evaluation, our Chief Executive Officer and Chief Financial
Officer concluded as of the Evaluation Date that our disclosure controls and
procedures were not effective such that the information relating to us required
to be disclosed in our Securities and Exchange Commission ("SEC") reports (i) is
recorded, processed, summarized and reported within the time periods specified
in SEC rules and forms, and (ii) is accumulated and communicated to our
management, including our Chief Executive Officer and chief financial officer,
as appropriate to allow timely decisions regarding required disclosure. The
Company's former management abandoned all operations for many years, and only
recently did the Company appoint new management to make filings with the SEC on
behalf of the Company. As of December 31, 2022, we have concluded that our
disclosure controls and procedures were not effective.
Management's Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal
control over financial reporting. Our internal control over financial reporting
is a process designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external
purposes in accordance with accounting principles generally accepted in the
United States. Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements. Therefore, even
those systems determined to be effective can provide only reasonable assurance
of achieving their control objectives. Our Company has been dormant since
November 2012. As a result, our management did not evaluate the effectiveness of
our internal control over financial reporting as of December 31, 2022 and
December 31, 2021 based on the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission ("COSO") in Internal Control-Integrated
Framework (2013). without such an evaluation, our management concluded that we
did not maintain effective internal control over financial reporting as of
December 31, 2022, based on the COSO framework criteria, as more fully described
below. This was due to deficiencies that existed in the design or operation of
our internal controls over financial reporting that adversely affected our
internal controls and that may be considered to be material weaknesses.
The matters involving internal controls and procedures that our management
considered to be material weaknesses under the standards of the PCAOB were: (1)
lack of a functioning audit committee, (2) lack of a majority of outside
directors on our Board of Directors, resulting in ineffective oversight in the
establishment and monitoring of required internal controls and procedures; (3)
inadequate segregation of duties consistent with control objectives; (4)
complete lack of management of the company from November 2012 until December 31,
2022; and (5) lack of disclosure controls. The aforementioned material
weaknesses were identified by our Chief Executive and Financial Officer in
connection with the review of our financial statements as of December 31, 2022.
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. However, 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 financial statements in future periods.
Management has, in 2022, 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.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting that
occurred during the periods ended December 31, 2022 and December 31, 2021, that
have materially affected or are reasonably likely to materially affect our
internal control over financial reporting.
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Critical Accounting Policies and Estimates
The SEC has defined a company's critical accounting policies as the ones that
are most important to the portrayal of the Company's financial condition and
results of operations and which require the Company to make its most difficult
and subjective judgments, often as a result of the need to make estimates of
matters that are inherently uncertain. Based on this definition, we have
identified the critical accounting policies and judgments addressed below. We
also have other key accounting policies that are significant to understanding
our results.
Basis of Presentation
The financial statements of the Company have been prepared in accordance with
generally accepted accounting principles in the United States of America ("U.S.
GAAP") and are expressed in Canadian dollars.
Use of Estimates
The preparation of financial statements in conformity with U.S. 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 revenue
recognition, valuation of accounts receivable and inventories, 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.
Revenue Recognition
The Financial Accounting Standards Board ("FASB") Accounting Standards Update
("ASU") No. 2014-09, Revenue from Contracts with Customers (Topic 606) outlines
a single comprehensive model for entities to use in accounting for revenue
arising from contracts with customers. The guidance provided in Accounting
Standards Codification ("ASC") Topic 606 ("ASC 606") requires entities to use a
five-step model to recognize revenue by allocating the consideration from
contracts to performance obligations on a relative standalone selling price
basis. Revenue is recognized when a customer obtains control of promised goods
or services in an amount that reflects the consideration that the entity expects
to receive in exchange for those goods or services. The standard also requires
new disclosures regarding the nature, amount, timing, and uncertainty of revenue
and cash flows arising from contracts with customers. ASC 606 also includes
Subtopic 340-40, Other Assets and Deferred Costs - Contracts with Customers,
which requires the deferral of incremental costs of obtaining a contract with a
customer.
Cash and Cash Equivalents
The Company considers all highly liquid investments with a maturity of three
months or less at the date of purchase to be cash equivalents. Cash and cash
equivalents consist of cash on deposit with banks and money market funds, the
fair value of which approximates cost. The Company maintains its cash balances
with a high-credit-quality financial institution. The Company has not
experienced any losses in such accounts, and management believes the Company is
not exposed to any significant credit risk on its cash and cash equivalents. As
of December 31, 2022 and December 31, 2021 the balance of cash was $37,148 ands
$-0-, respectively.
Accounts Receivable
Accounts receivable are customer obligations due under normal trade terms which
are recorded at net realizable value. The Company establishes an allowance for
doubtful accounts based on management's assessment of the collectability of
trade receivables. A considerable amount of judgment is required in assessing
the amount of the allowance. The Company makes judgments about the
creditworthiness of each customer based on ongoing credit evaluations and
monitors current economic trends that might impact the level of credit losses in
the future. If the financial condition of the customers were to deteriorate,
resulting in their inability to make payments, a specific allowance will be
required.
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Recovery of bad debt amounts previously written off is recorded as a reduction
of bad debt expense in the period the payment is collected. If the Company's
actual collection experience changes, revisions to its allowance may be
required. After all, attempts to collect a receivable have failed, the
receivable is written off against the allowance.
As of December 31, 2022 and December 31, 2021 the balance of accounts receivable
was $$28,147
Income Taxes
The Company accounts for income taxes under FASB ASC 740, Accounting for Income
Taxes ("ASC 740"). Under 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
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.
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 on a quarterly basis 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.
Foreign Currency Translation
The functional and reporting currency of the Company is the US dollar.
Basic and Diluted Net Income (Loss) Per Share
The Company computes net income (loss) per share in accordance with FASB ASC
260, Earnings per Share which requires presentation of both basic and diluted
earnings per share ("EPS") on the face of the income statement. Basic EPS is
computed by dividing net income (loss) available to common stockholders
(numerator) by the weighted average number of shares outstanding (denominator)
during the period. Diluted EPS gives effect to all dilutive Diluted EPS excludes
all dilutive potential shares if their effect is anti-dilutive.
Recent Accounting Pronouncements
There are no recent accounting pronouncements that impact the Company's
operations.
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WINVEST GROUP LTD. 
