Executive Summary / Key Takeaways

• Transformative Strategy: Winvest Group Ltd. (WNLV) is undergoing a significant strategic pivot, transitioning from a history as a dormant shell company to an investment holding company focused on media, entertainment, and technology, primarily through its IQI Media subsidiary.
• Technological Differentiator: The core of WNLV's future lies in IQI Media's proprietary Software as a Service (SaaS) solution, Launchrr, designed to address the "Hollywood streaming chaos" and industry pain points, with beta demos anticipated in late Q2 2025.
• Severe Financial Headwinds: Despite strategic ambitions, WNLV faces substantial financial challenges, including a drastic 85.14% revenue decline in the first half of 2025 to $11,500, a widening net loss of $919,852, and a significant working capital deficit of $1.15 million, raising "substantial doubt" about its ability to continue as a going concern.
• Funding Dependency & Governance Risks: The company is heavily reliant on interest-free demand loans from related parties and is actively addressing material weaknesses in internal controls, particularly concerning segregation of duties and risk assessment, which pose additional operational and reputational risks.
• High-Risk, High-Reward Outlook: WNLV represents a speculative investment, where the successful development and commercialization of Launchrr, coupled with effective execution of new partnerships like BioCalth and a dramatic improvement in financial stability and governance, are critical to overcoming its current precarious position and unlocking long-term value.

A Phoenix's Ascent in Digital Entertainment

Winvest Group Ltd. (WNLV) embodies a narrative of profound transformation, having shed a convoluted past as a dormant shell company to emerge as an investment holding entity with a focused vision in the dynamic media, entertainment, and technology sectors. Its current identity was forged in May 2022 with the strategic acquisition of The Catalyst Group Entertainment, LLC (TCG) and IQI Media Inc. (IQI), a move that decisively pivoted the company towards full-service content creation, film and advertising production, and advanced performance reporting. This strategic shift is not merely an expansion but a fundamental re-imagining of WNLV's operational core, aiming to capitalize on the evolving digital content landscape.

At the heart of WNLV's long-term strategy lies IQI Media's proprietary Software as a Service (SaaS) solution, Launchrr. This innovative platform is explicitly designed to address what management terms "Hollywood's streaming chaos" and the industry's "most pressing pain points." While specific quantitative performance metrics for Launchrr are not yet publicly detailed, its strategic intent is clear: to deliver automation intelligence for content distribution and sophisticated content delivery metric management. This implies a focus on streamlining complex workflows, optimizing content reach, and providing actionable data insights for film and television producers. The anticipated late Q2 2025 beta demos signal a critical milestone for this technology, positioning Launchrr as a potential differentiator in a market ripe for disruption.

The competitive landscape for WNLV, particularly for its Launchrr platform, is characterized by the very "streaming chaos" it aims to resolve. The film and television industry, despite its rapid digital evolution, has a "well-known resistance to change," suggesting a fragmented market with inefficiencies that a well-executed SaaS solution could exploit. WNLV's strategic positioning with Launchrr is to offer a specialized, integrated solution that can cut through this complexity, providing a unique value proposition to content creators and distributors. While direct, publicly traded competitors offering an identical, comprehensive SaaS solution for "streaming chaos" are not explicitly detailed, the market is populated by various point solutions for distribution, analytics, and content management, none of which appear to offer the integrated, automation-driven approach Launchrr promises. This positions Launchrr as a potential first-mover in a specific niche, aiming to capture market share by solving systemic industry problems.

The Financial Reality Check

Despite the ambitious strategic blueprint, WNLV's recent financial performance paints a stark picture of a company in a challenging operational phase. For the six months ended June 30, 2025, revenues plummeted to a mere $11,500, a dramatic 85.14% decrease from $77,340 in the comparable prior-year period. This significant decline was primarily attributed to decreased revenue across both IQI and Winvest, specifically due to the termination of key contracts with clients such as Surewell International, Pacific Range Hood, Superco Home Appliances, and Ding Yun Sheng in 2024. This indicates a severe contraction in its existing content creation and advertising services, underscoring the urgent need for new revenue streams.

The company's profitability metrics further highlight its precarious position. WNLV recorded a gross loss of $120 for the first half of 2025, a sharp reversal from a gross profit of $34,580 in the same period last year. Operating expenses concurrently rose to $266,840 from $245,757, driven by increased advertising, audit, legal, and other professional fees, as well as salaries to support daily operations. Compounding these issues, other expenses surged to $652,892 from $112,378, largely due to higher interest expense and a substantial loss on investment. This loss stemmed from Infinity Fund Australia Pty Ltd (IFA) repurchasing its Series A Preferred Stock at a lower unit price, resulting in a recognized loss of $647,462 for WNLV.

As a direct consequence of the revenue contraction and rising costs, WNLV's net loss widened considerably to $919,852 for the six months ended June 30, 2025, compared to a loss of $323,555 in the prior-year period. These financial figures underscore that current operations are far from self-sustaining, with the company burning through capital at an accelerated rate. The restatement of prior-period financials to correct for investment accounting further emphasizes the complexities and challenges in WNLV's financial reporting and management.

Liquidity, Funding, and the Going Concern Shadow

WNLV's financial health raises significant concerns regarding its ability to continue as a going concern. As of June 30, 2025, the company reported an accumulated deficit of $106.72 million and a working capital deficit of $1.15 million. Management explicitly states that existing operational cash flow is insufficient to fund anticipated operations, casting "substantial doubt" on its long-term viability without external intervention.

The company's liquidity is heavily dependent on external financing, primarily from related parties. Winvest Group Limited Cayman, an affiliate sharing the same board of directors, provides interest-free demand loans, as do the CEO and Director of WNLV's IQI subsidiary. For the first half of 2025, net cash used in operating activities was $307,369, while net cash provided by financing activities amounted to $242,234. This financing included $170,000 from the issuance of share capital and $75,000 from a convertible promissory note issued on March 6, 2025. This note, bearing 10% interest and maturing in December 2025, includes a conversion feature at 61% of the lowest trading price, subject to a 4.99% ownership cap, and resulted in an embedded derivative liability of $50,069. The reliance on affiliate funding and the terms of the convertible note highlight the challenges WNLV faces in securing non-dilutive or less costly capital.

Strategic Initiatives and Future Outlook

Despite the immediate financial pressures, WNLV's 2025 strategic roadmap outlines a clear path forward, focusing on original content development, the Launchrr SaaS product, and enhanced content delivery metric management. The company is actively exploring alternative financing avenues, including institutional investors, private placements, and joint venture/co-production structures, specifically to "unlock near-term revenue potential" and reduce its dependency on affiliate funding.

A recent operational highlight is the August 2025 partnership between IQI Media and BioCalth International Inc., a leader in health supplements. This content management agreement includes profit-sharing incentives, aiming to drive BioCalth's direct-to-consumer sales and foster a long-term relationship. This initiative represents a concrete step towards diversifying revenue and leveraging IQI Media's content creation expertise in a new market segment, potentially providing a much-needed boost to top-line growth. The success of such partnerships, alongside the anticipated launch and adoption of Launchrr, will be critical indicators of WNLV's ability to execute its strategic vision and achieve financial stability.

Operational Hurdles and Governance Risks

Beyond the financial challenges, WNLV faces significant operational and governance risks that demand investor attention. Management concluded that the company's disclosure controls and procedures were "not effective" as of June 30, 2025, indicating deficiencies in how information for SEC reports is recorded, processed, summarized, and communicated. Furthermore, a material weakness in internal control over financial reporting was identified due to "inadequate segregation of duties and effective risk assessment."

Management acknowledged the severe implications of these weaknesses, stating, "Lack of segregation of duties and effective risk assessment may cause the Company to face the likelihood of fraud or theft, due to poor oversight, governance and review to detect errors." Remediation plans are underway, including adding staff with segregated responsibilities for SEC reporting, creating new positions to enhance duty segregation, and increasing technical accounting expertise. Additionally, the company carries a $100,000 contingency liability for unassessed tax filings from the four most recent tax year ends, exposing it to potential interest and penalties. These internal control and compliance issues add a layer of operational risk, suggesting that significant internal improvements are necessary to build and maintain investor confidence.

Conclusion

Winvest Group Ltd. stands at a pivotal juncture, attempting to forge a new identity in the competitive media, entertainment, and technology landscape. The investment thesis hinges on the successful execution of its strategic pivot, particularly the commercialization of its Launchrr SaaS platform and the growth of new partnerships like BioCalth. Launchrr represents WNLV's most compelling long-term asset, offering a differentiated solution to address systemic inefficiencies in the film and television industry.

However, the path forward is fraught with significant challenges. The company's severe revenue contraction, widening losses, and explicit "going concern" warning underscore a precarious financial position, heavily reliant on related-party funding. Coupled with identified material weaknesses in internal controls and outstanding tax contingencies, WNLV presents a high-risk, high-reward proposition. For investors, monitoring the progress of Launchrr's development and adoption, the tangible revenue contributions from new partnerships, and the effectiveness of management's efforts to strengthen internal controls and diversify funding will be paramount in assessing whether WNLV can truly transform from a struggling entity into a viable player in the digital entertainment space.