WE HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL WE SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.

The information in this prospectus (this “Prospectus”) is not complete and may be changed. Neither we, nor the selling shareholders,We may not sell these securities until the registration statement filed with the Securities and Exchange Commission (the “SEC”) is effective. This prospectusProspectus is not an offer to sell these securities and neither we, nor the selling stockholders, areit is not soliciting offersan offer to buy these securities in any state where the offer ofor sale is not permitted.

Zyrox Mining International, Inc.

1800 NE 114 Street, Suite 609

Miami, Florida 33181-3414

Telephone (305) 891-8915 and (305) 607 9518

A Maximum of 50,000,000 Shares of Common Stock

At $.25 Per Share

Zyrox Mining International, Inc. (“Company”) is registering a maximum of 50,000,000 shares of its common stock at a fixed price of $.25 per share for sale to the generalpublic in an officer/director best effort offering. The Issuer will not be allowed access to any funds until the minimum of $6,250,000 has been deposited into its escrow account signifying the sale of at least a minimum of 25,000,000 common shares.

The Company is a development stage start-up, and currently has limited operations. Any investment in the shares offered herein involves a high degree of risk. You should only purchase shares if you can afford a complete loss of your investment.

Prior to this offering, there has been no public market for Zyrox Mining International, Inc.’s common stock.

BEFORE INVESTING, YOU SHOULD CAREFULLY READ THIS PROSPECTUS AND, PARTICULARLY, THE RISK FACTORS SECTION, BEGINNING ON PAGE 7.

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES DIVISION HAS APPROVED OR DISAPPROVED THESE SECURITIES, OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The information in this prospectus is not complete and may be changed. Zyrox Mining International, Inc.We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state or other jurisdiction where the offeroffers or sale issales are not permitted.

Zyrox Mining International, Inc. doesSUBJECT TO COMPLETION, DATED SEPTEMBER 20, 2022

Winvest Group Ltd.

125,000,000 Shares of Common Stock, $0.001 par value per share

This is a public offering of Winvest Group Ltd. We are offering 125,000,000 Common Shares at $1.50 per share (the “Shares”), in a best effort, direct public offering, by our officers and directors for the Company and the Company’s management. There is no minimum proceeds threshold for the offering. The offering will terminate within 360 days from the date of this prospectus. The Company will retain all proceeds received from the shares sold on their account in this offering. The Company has not planmade any arrangements to place the proceeds in an escrow or trust account. Any proceeds received in this offering may be immediately used by the Company in its sole discretion. There are no minimum purchase requirements for each investor. All proceeds retained by the Company may not be sufficient to continue operations.

Our Shares are not currently traded on any national securities exchange, but are quoted on any over-the-counter market, under the symbol “WNLV.”

The Company qualifies as an “emerging growth company” as defined in Section 101 of the Jumpstart our Business Startups Act (the “JOBS Act”) as we do not have more than $1,070,000,000 in annual gross revenue and did not have such amount as of June 30, 2018 our last fiscal year. We are electing to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act.

We may lose our status as an emerging growth company on the last day of our fiscal year during which (i) our annual gross revenue exceeds $2,000,000,000 or (ii) we issue more than $2,000,000,000 in non-convertible debt in a three-year period. We will lose our status as an emerging growth company if at any time we are deemed to be a large accelerated filer. We will lose our status as an emerging growth company on the last day of our fiscal year following the fifth anniversary of the date of the first sale of common equity securities pursuant to an effective registration statement.

As an emerging growth company, we are exempt from Section 404(b) of the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”) and Section 14A(a) and (b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such sections are provided below:

Section 404(b) of the Sarbanes-Oxley Act requires a public company’s auditor to attest to, and report on, management’s assessment of its internal controls.

Sections 14A(a) and (b) of the Exchange Act, implemented by Section 951 of the Dodd-Frank Act, require companies to hold shareholder advisory votes on executive compensation and golden parachute compensation.

As long as we qualify as an emerging growth company, we will not be required to comply with the requirements of Section 404(b) of the Sarbanes-Oxley Act and Section 14A(a) and (b) of the Exchange Act.

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 Lanius (“Lanius”), Nicholas 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, solely 100% women-owned company, 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.

Investing in our Shares involves a high degree of risk. See “Risk Factors” for a detailed discussion of certain risks that you should consider in connection with an investment in our Shares. There are specific risks related to having operations in China that the Company has been organized to avoid.

WNLV is a holding company and we operate our business through TCG and IQI exclusively.

An investment in our securities is highly speculative, involves a high degree of risk and should be considered only by persons who can afford the loss of their entire investments. See “Risk Factors” beginning on page 23 of this offering prospectus before the effective date.prospectus.

Subject to Completion, Dated September ___, 2012NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Prospectus dated            , 2022

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS

You should rely only on the information contained in this prospectus. Neither we, nor the selling shareholdersWe have not authorized anyone to provide you with additional information or information different or additional information. We take no responsibility for, and can provide no assurance as tofrom that contained in this prospectus. Neither the reliabilitydelivery of any otherthis prospectus nor the sale of our securities means that the information that others may give you.contained in this prospectus is correct after the date of this prospectus. This prospectus is not an offer to sell nor is it seekingor the solicitation of an offer to buy sharesour securities in any circumstances under which the offer or solicitation is unlawful or in any state or other jurisdiction where the offer is not permitted.

For investors outside the United States: We have not taken any action that would permit this offering or possession or distribution of our common stockthis prospectus in any jurisdiction where action for that purpose is required, other than in the offer or sale is not permitted. United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the securities covered hereby and the distribution of this prospectus outside of the United States.

The information contained in this prospectus is correctaccurate only as of the date on the front cover of this prospectus. Our business, financial condition, results of operations and prospects may have changed since those dates.

No person is authorized in connection with this prospectus to give any information or to make any representations about us, the securities offered hereby or any matter discussed in this prospectus, other than the information and representations contained in this prospectus. If any other information or representation is given or made, such information or representation may not be relied upon as having been authorized by us.

We have not done anything that would permit this offering or possession or distribution of this prospectus regardlessin any jurisdiction where action for that purpose is required, other than the United States. You are required to inform yourself about, and to observe any restrictions relating to, this offering and the distribution of this prospectus.

Until October 24, 2022, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus.

Risk Factors

Investment

An investment in the securities offered herebyour common stock involves certain risks and is suitable only for investorsa high degree of substantial financial means. Prospective investorsrisk. You should carefully consider the following risk factors in addition torisks described below and the other information contained in this prospectus,report before making an investment decision concerning thedeciding to invest in our common stock.

RISKS ASSOCIATED WITH OUR COMPANYRisks Related to our Business

Lack of Profitable Operating History

The Company does notWe have a limited operating history of profitable operation. There is no assurance that the Company

We have had limited recent operating history. We will, ever be profitable. The Company’s ability to achieve profitability will depend upon a number of factors, including, but not limited to, whether the Company:

• has funds available for working capital, project development and sales and marketing efforts;

• has fundsin all likelihood, sustain operating expenses without corresponding revenues, at least for the continuous upgrading of its production operations and facilities;

• achieves the projected sales revenues;

• controls the Company’s operating expenses;

• continues to attract new business;

• withstands competition in the Company’s marketplace.

Competition

The Company’s competitors are rapidly changing and may be well capitalized and financially stronger than Zyrox Mining International, Inc.’s and competitors could reproduce the Company’s business model without significant barriers to entry.

The Company’s activities may require additional financing, which may not be obtainable.

The Company had limited cash deposits. Based on the Company’s expectations as to future performance, the Company considers these resources and existing and anticipated credit facilities, to be adequate to meet the Company’s anticipated cash and working capital needs at least through December 31, 2012. The Company, however, expects toforeseeable future. We can make no assurances that we will be able to raiseeffectuate our strategies or otherwise to generate sufficient revenue to continue operations.

During the year ended December 31, 2021, the IQI’s aggregate total revenue was $11,363, and had a net loss of $4,316.

During the year ended December 31, 2021, the TCG’s aggregate total revenue was $-0-, and had a net income of $-0-.

Our estimates of capital, to fund the Company’spersonnel, equipment, and facilities required for our proposed operations currentare based on certain other existing businesses operating under projected business conditions and future acquisitions and investment in new program development. The Company may also need to raise additional capital to fund expansion of the Company’s business by way of one or more strategic acquisitions. Unless the Company’s results improve significantly,plans. We believe that our estimates are reasonable, but it is doubtfulnot possible to determine the accuracy of such estimates at this point. In formulating our business plan, we have relied on the judgment of our officers and directors and their experience in developing businesses. We can make no assurances that the Companywe will be able to obtain additional capital forsufficient financing or implement successfully the business plan we have devised. Further, even with sufficient financing, there can be no assurance that we will be able to operate our business on a profitable basis. We can make no assurances that our projected business plan will be realized or that any purpose ifof our assumptions will prove to be correct.

We are subject to a variety of possible risks that could adversely impact our revenues, results of operations or financial condition. Some of these risks relate to general economic and whenfinancial conditions, while others are more specific to us and the industry in which we operate. The following factors set out potential risks we have identified that could adversely affect us. The risks described below may not be the only risks we face. Additional risks that we do not yet know of, or that we currently think are immaterial, could also have a negative impact on our business operations or financial condition. See also Statement Regarding Forward-Looking Disclosure.

Since our auditor has issued a going concern opinion regarding the Company, needs it.there is an increased risk associated with an investment in the Company.

We have earned an aggregate of $-0- in revenue since January 1, 2020. We expect to continue to incur additional losses in the foreseeable future as a result of our film production activities. Our future is dependent upon our ability to obtain financing or upon future profitable operations. We reserve the right to seek additional funds through private placements of our Common Stock and/or through debt financing. Our ability to raise additional financing is unknown. We do not have any formal commitments or arrangements for the advancement or loan of funds. If we are unable to secure additional financing in the future on acceptable terms, or at all, we could be forced to reduce or discontinue film development, reduce or forego sales and marketing efforts, and forego attractive business opportunities in order to improve liquidity to enable the Company to continue its operations. There are also risks and uncertainties inherent to the film industry including the highly speculative nature of the industry, intense competition, the lack of industry experience of the stockholders of the Company. For these reasons, our auditors stated in their report that they have substantial doubt we will be able to continue as a going concern. As a result, there is an increased risk that you could lose the entire amount of your investment in the Company.

Since we were previously a shell company, and we have not generated any revenues, there is no assurance that our business plan will ever be successful. We may never attain profitability.

Until May 16, 2022, the Company had been a shell company with nominal operations and no assets other than cash. With the Company’s limited operating history, there is limited operating history upon which an evaluation of our business plan or performance and prospects can be made.

Given the limited operating history, management has little basis on which to forecast future market acceptance of our services. It is difficult to accurately forecast future revenues because the business of the Company is new. There is no history upon which to base any assumption as to the likelihood that we will prove successful, and we can provide investors with no assurance that we will generate any operating revenues or ever achieve profitable operations.

We may not be able to obtain additional funding to meet our requirements.

Our ability to maintain and expand our development and production of feature films to cover our general and administrative expenses depends upon our ability to obtain financing through equity financing, debt financing (including credit facilities) or the sale or syndication of some or all of our interests in certain projects or other assets. If our access to existing credit facilities is not available, and if other funding does not become available, there could be a material adverse effect on our business.

Our success depends on our personnel. Loss of key personnel may adversely affect our business.

Our success depends to a significant extent on the performance of our management personnel. In particular, we will depend on the services of such personnel as Joseph Lanius, Nicholas Burnett, and Khiow Hui Lim, the co-founders and executive producers of both TCG and IQI. The loss of the services of key persons could have a material adverse effect on the Company’s business, operating results and financial condition. We will also be dependent on the officers and directors of WNLV to raise the required capital to fund the projects of IQI and TCG. Failure to do so would hinder the Company’s ability to grow.

Budget overruns may adversely affect our business.

Actual motion picture costs may exceed their budget, sometimes significantly. Risks such as labor disputes, death or disability of star performers, rapid high technology changes relating to special effects or other aspects of production, shortages of necessary equipment, damage to film negatives, master tapes and recordings or adverse weather conditions may cause cost overruns and delay or frustrate completion of a production. If a film incurs substantial budget overruns, we may have to seek additional financing from outside sources to complete production of a motion picture. No assurance can be given as to the availability of such financing on terms acceptable to us. In addition, if a film incurs substantial budget overruns, there can be no assurance that such costs will be recouped, which could have a significant impact on our business, results of operations or financial condition.

Distributors’ failure to promote our programs may adversely affect our business.

Decisions regarding the timing of release and promotional support of our films are important in determining the success of feature film. As with most production companies, for our product distributed by others we do not control the manner in which our distributors distribute our television programs or feature films. Although our distributors have a financial interest in the success of any such feature films, any decision by our distributors not to distribute or promote one of feature films or to promote competitors’ feature films to a greater extent than it promotes ours could have a material adverse effect on our business, results of operations or financial condition.

We may not be able to compete with larger sales contract companies, the majority of whom have greater resources and experience than we do.

We are very small and unproven entity as compared to our competitors. As an independent production company, we will compete with major U.S. and international film studios. Most of the major U.S. studios are part of large diversified corporate groups with a variety of other operations, including television networks and cable channels, that can provide both the means of distributing their products and stable sources of earnings that may allow them better to offset fluctuations in the financial performance of their motion picture and television operations. In addition, the major studios have more resources with which to compete for ideas, storylines and scripts created by third parties as well as for actors, directors and other personnel required for production. This may have a material adverse effect on our business, results of operations and financial condition.

Our lack of diversification may make us vulnerable to oversupplies in the market.

Most of the major U.S. film studios are part of large diversified corporate groups with a variety of other operations, including television networks and cable channels, which can provide both means of distributing their products and stable sources of earnings that offset fluctuations in the financial performance of their motion picture and television operations. The number of films released by our competitors, particularly the major U.S. film studios, in any given period may create an oversupply of product in the market, and that may reduce our share of gross box-office admissions and make it more difficult for our films to succeed.

Our operating results depend on product costs, public tastes and promotion success.

We expect to generate our future revenue from the development and production of feature films, limited series, feature documentary and animation series. Our future revenues will depend upon the timing and the level of market acceptance of our feature films, as well as upon the cost to produce, distribute and promote these content development. The revenues derived from the production of a feature film depend primarily on the feature film’s acceptance by the public, which cannot be predicted and does not necessarily bear a direct correlation to the production costs incurred. Our Company currently has no revenue or material market following. The commercial success of a feature film also depends upon promotion and marketing and certain other factors. Accordingly, our revenues are, and will continue to be, extremely difficult to forecast.

Our business could be adversely impacted if we are unable to protect our intellectual property rights.

Our ability to compete depends, in part, upon successful protection of our intellectual property. We do not have the financial resources to protect our rights to the same extent as major studios. We will attempt to protect proprietary and intellectual property rights to our production through available copyright and trademark laws and licensing and distribution arrangements with reputable international companies in specific territories and media for limited durations. Despite these precautions, existing copyright and trademark laws afford only limited practical protection in certain countries. As a result, it may be possible for unauthorized third parties to copy and distribute our productions or certain portions or applications of our intended productions, which could have a material adverse effect on our business, results of operations and financial condition.

Litigation may also be necessary in the future to enforce our intellectual property rights, to protect our movie rights, or to determine the validity and scope of the proprietary rights of others or to defend against claims of infringement or invalidity. Any such litigation could result in substantial costs and the diversion of resources and could have a material adverse effect on our business, results of operations and financial condition. We cannot assure you that infringement or invalidity claims will not materially adversely affect our business, results of operations and financial condition. Regardless of the validity or the success of the assertion of these claims, we could incur significant costs and diversion of resources in enforcing our intellectual property rights or in defending against such claims, which could have a material adverse effect on our business, results of operations and financial condition.

If we fail to maintain effective internal controls over financial reporting, we may be subject to litigation and/or costly remediation and the price of our Common Stock may be thinly traded,adversely affected.

Failure to establish the required internal controls or procedures over financial reporting, or any failure of those controls or procedures once established, could adversely impact our public disclosures regarding our business, financial condition or results of operations. Upon review of the required internal control over financial reporting and disclosure controls and procedures, our management and/or our auditors may identify material weaknesses and/or significant deficiencies that need to be addressed. Any actual or perceived weaknesses or conditions that need to be addressed in our internal control over financial reporting, disclosure of management’s assessment of its internal control over financial reporting or disclosure of our public accounting firm’s attestation to or report on management’s assessment of our internal control over financial reporting could adversely impact the price of our Common Stock and may lead to claims against us.

Global economic conditions, such as COVID-19, may adversely affect our industry, business and results of operations.

Our overall performance depends, in part, on worldwide economic conditions which historically is cyclical in character. Key international economies continue to be impacted by a recession, characterized by falling demand for a variety of goods and services, restricted credit, going concern threats to financial institutions, major multinational companies and medium and small businesses, poor liquidity, declining asset values, reduced corporate profitability, extreme volatility in credit, equity and foreign exchange markets and bankruptcies. By way of example, the automotive aftermarket, specifically fuel saving add-ons such as light-truck tonneau covers, is typically not as affected by economic slow-down or recession as other industries or market segments. In markets where our sales occur and go into recession, these conditions affect the rate of spending and could adversely affect our customers’ ability or willingness to purchase our products, and delay prospective customers’ purchasing decisions, all of which could adversely affect our operating results. In addition, in a weakened economy, companies that have competing products may reduce prices which could also reduce our average selling prices and harm our operating results.

Movies, like many other non-essential spending, has been hampered by COVID-19.

Due to the impact of COVID-19 around the world, the Company’s revenue was less than expected as governments around the world entered a lockdown to prevent the spread of COVID-19. Increased current unemployment and loss of income could cause our customers to spend their money elsewhere, on more essential products.

Any further disruptions from an uptick in new infections related to COVID-19 may materially harm out business prospects.

Further upticks in infection, and the publicrelated enforcement of governmental restrictions would materially hinder our ability to grow, as it would make it could interrupt our supply chain, as well as the financial condition of our intended customer base.

The movie industry may take longer to recover from the COVID-19 pandemic.

Increased current unemployment and loss of income, as well as any further disruptions from an uptick in new infections related to COVID-19 may materially harm out business prospects. As COVID-19 confirmed cases increase, the Company will have difficulty acquiring getting customers to the theater.

Risks Related to our Common Stock

The OTC and share value

Our Common Stock trades over the counter, which may deprive stockholders of the full value of their shares. Our stock is quoted via the Over-The-Counter (“OTC”) Pink Sheets under the ticker symbol “WNLV”. Therefore, our Common Stock is expected to have fewer market makers, lower trading volumes, and larger spreads between bid and asked prices than securities listed on an exchange such as the New York Stock Exchange or the NASDAQ Stock Market. These factors may provide little or noresult in higher price volatility and less market liquidity for our Common Stock.

Low market price

A low market price would severely limit the potential market for our Common Stock. Our Common Stock is expected to trade at a price substantially below $5.00 per share, subjecting trading in the stock to certain Commission rules requiring additional disclosures by broker-dealers. These rules generally apply to any non-NASDAQ equity security that has a market price share of less than $5.00 per share, subject to certain exceptions (a “penny stock”). Such rules require the delivery, prior to any penny stock transaction, of a disclosure schedule explaining the penny stock market and the risks associated therewith and impose various sales practice requirements on broker-dealers who sell penny stocks to persons other than established customers and institutional or wealthy investors. For these types of transactions, the broker-dealer must make a special suitability determination for the purchaser and have received the purchaser’s written consent to the transaction prior to the sale. The broker-dealer also must disclose the commissions payable to the broker-dealer, current bid and offer quotations for the penny stock and, if the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market. Such information must be provided to the customer orally or in writing before or with the written confirmation of trade sent to the customer. Monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. The additional burdens imposed upon broker-dealers by such requirements could discourage broker-dealers from effecting transactions in our Common Stock.

Lack of market and state blue sky laws

Investors may have difficulty in reselling their shares due to the lack of market or state Blue Sky laws. The holders of the Company’s Common Stock.

Purchasers ofour shares of the Company’s Common Stock and persons who desire to purchase them in any trading market that might develop in the future should be aware that there may findbe significant state law restrictions upon the ability of investors to resell our shares. Accordingly, even if we are successful in having the shares available for trading on the OTC, investors should consider any secondary market for our securities to be a limited one. We intend to seek coverage and publication of information regarding our Company in an accepted publication which permits a “manual exemption.” This manual exemption permits a security to be distributed in a particular state without being registered if the company issuing the security has a listing for that security in a securities manual recognized by the state. However, it difficultis not enough for the security to be listed in a recognized manual. The listing entry must contain (1) the names of issuers, officers, and directors, (2) an issuer’s balance sheet, and (3) a profit and loss statement for either the fiscal year preceding the balance sheet or for the most recent fiscal year of operations. We may not be able to secure a listing containing all of this information. Furthermore, the manual exemption is a non-issuer exemption restricted to secondary trading transactions, making it unavailable for issuers selling newly issued securities. Most of the accepted manuals are those published in Standard and Poor’s, Moody’s Investor Service, Fitch’s Investment Service, and Best’s Insurance Reports, and many states expressly recognize these manuals. A smaller number of states declare that they “recognize securities manuals” but do not specify the recognized manuals. The following states do not have any provisions and therefore do not expressly recognize the manual exemption: Alabama, Georgia, Illinois, Kentucky, Louisiana, Montana, South Dakota, Tennessee, Vermont, and Wisconsin.

Accordingly, our shares of Common Stock should be considered totally illiquid, which inhibits investors’ ability to resell their shares.

Penny stock regulations

We will be subject to penny stock regulations and restrictions and you may have difficulty selling shares at prices quoted in theof our Common Stock. The Commission has adopted regulations which generally define so-called “penny stocks” to be an equity security that has a market price less than $5.00 per share or at all. There is currently a limited volumean exercise price of trading in the Company’sless than $5.00 per share, subject to certain exemptions. We anticipate that our Common Stock will become a “penny stock”, and on many days there has been no trading activity at all. Due to the historically low trading price of the Company’s Common Stock, many brokerage firms may be unwilling to effect transactions in the Company’s Common Stock, particularly because low-priced securities arewe will become subject to an SECRule 15g-9 under the Exchange Act, or the “Penny Stock Rule”. This rule that imposes additional sales practice requirements on broker-dealers whothat sell low-pricedsuch securities (generally those below $5.00 per share). The Company cannot predict when or whether investor interestto persons other than established customers. For transactions covered by Rule 15g-9, a broker-dealer must make a special suitability determination for the purchaser and have received the purchaser’s written consent to the transaction prior to sale. As a result, this rule may affect the ability of broker-dealers to sell our securities and may affect the ability of purchasers to sell any of our securities in the Company’ssecondary market.

For any transaction involving a penny stock, unless exempt, the rules require delivery, prior to any transaction in a penny stock, of a disclosure schedule prepared by the Commission relating to the penny stock market. Disclosure is also required to be made about sales commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements are required to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stock.

We do not anticipate that our Common Stock might leadwill qualify for exemption from the Penny Stock Rule. In any event, even if our Common Stock were exempt from the Penny Stock Rule, we would remain subject to Section 15(b)(6) of the Exchange Act, which gives the Commission the authority to restrict any person from participating in a distribution of penny stock, if the Commission finds that such a restriction would be in the public interest.

Rule 144 Risks

Sales of our Common Stock under Rule 144 could reduce the price of our stock. There are 15,426,046 issued and outstanding shares of our Common Stock held by affiliates that Rule 144 of the Securities Act defines as restricted securities.

These shares will be subject to the resale restrictions of Rule 144, should we hereinafter cease being deemed a “shell company”. In general, persons holding restricted securities, including affiliates, must hold their shares for a period of at least nine months, may not sell more than 1.0% of the total issued and outstanding shares in any 90-day period, and must resell the shares in an increaseunsolicited brokerage transaction at the market price. The availability for sale of substantial amounts of Common Stock under Rule 144 could reduce prevailing market prices for our securities.

No audit or compensation committee

Because we do not have an audit or compensation committee, stockholders will have to rely on our entire Board of Directors, none of which are independent, to perform these functions. We do not have an audit or compensation committee comprised of independent directors. Indeed, we do not have any audit or compensation committee. These functions are performed by our Board of Directors as a whole. No members of our Board of Directors are independent directors. Thus, there is a potential conflict in that Board members who are also part of management will participate in discussions concerning management compensation and audit issues that may affect management decisions.

Security laws exposure

We are subject to compliance with securities laws, which exposes us to potential liabilities, including potential rescission rights. We may offer to sell our shares of our Common Stock to investors pursuant to certain exemptions from the registration requirements of the Securities Act, as well as those of various state securities laws. The basis for relying on such exemptions is factual; that is, the applicability of such exemptions depends upon our conduct and that of those persons contacting prospective investors and making the offering. We may not seek any legal opinion to the effect that any such offering would be exempt from registration under any federal or state law. Instead, we may elect to relay upon the operative facts as the basis for such exemption, including information provided by investor themselves.

If any such offering did not qualify for such exemption, an investor would have the right to rescind its market pricepurchase of the securities if it so desired. It is possible that if an investor should seek rescission, such investor would succeed. A similar situation prevails under state law in those states where the securities may be offered without registration in reliance on the partial pre-emption from the registration or qualification provisions of such state statutes under the National Securities Markets Improvement Act of 1996. If investors were successful in seeking rescission, we would face severe financial demands that could adversely affect our business and operations. Additionally, if we did not in fact qualify for the exemptions upon which we have relied, we may become subject to significant fines and penalties imposed by the Commission and state securities agencies.

No cash dividends

Because we do not intend to pay any cash dividends on our Common Stock, our stockholders will not be able to receive a return on their shares unless they sell them. We intend to retain any future earnings to finance the development and expansion of our business. We do not anticipate paying any cash dividends on shares of our Common Stock in the foreseeable future. Unless we pay dividends, our stockholders will not be able to receive a more active trading market or how liquid that market might become.

The Company depends heavilyreturn on the Company’s senior management who may be difficult to replace.

The Company believes that the Company’s future success depends to a significant degree on the skills, experience and efforts of its Chairman, CEO and other key executives. Any of these executives would be difficult to replace. While all of them have incentives to remain with the Company,their shares unless they are not bound by employment contracts, and theresell them. There is no assurance that either of themstockholders will not elect to terminate their services to us at any time.

Increasing the Company’s business depends on the Company’s ability to increase demand for the Company’s products and services.

While the Company believes that there is a market for its planned increase in the Company’s products and services, there is no guarantee that the Company will be successful in its choice of product or technology or that consumer demand will increase as the Company anticipates.

The Company may be exposed to significant costs of defense and damages in litigation stemming from current unresolved legal proceedings undertaken in the future by and against the Company.

The Company could be subject of legal proceedings against the Company that could give rise to significant exposure in costs and damages.

The Company’s ability to operate and compete effectively requires that the Company hires and retain skilled marketing and technical personnel, who have been in short supply from time to time and may be unavailable to us when the Company needs them.

The Company’s business requires us to be able to continuously attract, train, motivatesell shares of our Common Stock when desired.

Delayed adoption of accounting standards

We have delayed the adoption of certain accounting standards through an opt-in right for emerging growth companies. We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the Jobs Act, which allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and retain highly skilled employees, particularly marketingprivate companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.

We cannot assure you that a market will develop for our Common Stock or what the market price of our Common Stock will be.

There is a limited trading market for our Common Stock. There is no assurance that an active market for our Common Stock will develop as a result of our operation of the businesses of TCG and IQI even if we are successful. If a market does not develop or is not sustained, it may be difficult for you to sell your shares of Common Stock at an attractive price or at all. We cannot predict the prices at which our Common Stock will trade. It is possible that, in future quarters, our operating results may be below the expectations of securities analysts or investors. As a result of these and other senior management personnel. The Company’s failurefactors, the price of our Common Stock may decline or may never become liquid.

Risks Related to attract and retainIndustry

Success depends on external factors in the highly trained personnel who are integralfilm industry.

Operating in the film production industry involves a substantial degree of risk. Each motion picture is a unique piece of art that depends on unpredictable audience reaction to the Company’s sales, development and distribution processes may limit the rate at which the Company can generate sales. The Company’s inability to attract and retain the individuals the Company need could adversely impact the Company’s business and the Company’s ability to achieve profitability.

The Company may suffer from a business interruption and continuity of its on-going operations might be affected.

The Company’s ability to implement its business plans may be adversely affected by any business interruption that will affect the continuity of its operations. While the Company may take reasonable steps to protect itself, there could be interruptions from computer viruses, server attacks, network or production failures and other potential interruptions that would be beyond the Company’s reasonable control.determine commercial success. There can be no assurance that our feature films will be favorably received.

Technological advances may reduce demand for films.

The entertainment industry in general, and the Company’s effortsmotion picture industry in particular, are continuing to undergo significant changes, primarily due to technological developments. Because of this rapid growth of technology, shifting consumer tastes and the popularity and availability of other forms of entertainment, it is impossible to predict the overall effect these factors will prevent all such interruptions. Anyhave on the potential revenue from and profitability of feature-length motion pictures.

A decline in the foregoing events may resultpopularity of entertainment, film and leisure activities could adversely impact our business.

Because our operations are affected by general economic conditions and consumer tastes, our future success is unpredictable. The demand for entertainment, film and leisure activities tends to be highly sensitive to consumers’ disposable incomes, and thus a decline in an interruption of services and a breach of the Company’s obligations to its clients and customers or otherwisegeneral economic conditions could, in turn, have a material adverse effect on our business, operating results and financial condition and the businessprice of the Company.our Common Stock.

Macro-economic factorsPublic tastes are unpredictable and subject to change and may impede business, access to finance or may increase the cost of finance or other operational costs of the Company.

Changes in the United States and global financial and equity markets, including market disruptions or interest rate fluctuations, inflation changes, may make it more difficult for the Company to obtain financing for its operations or investments or increase the cost of obtaining financing and event in the Company being delayed in attaining its projections. Borrowing costs can be affected by short and long term debt ratings assigned by independent ratings agencies which are based, in significant part, on the Company’s performance as measured by credit metrics such as interest coverage and leverage ratios. Decrease in these ratios or debt ratings would increase the Company’s cost of borrowings and make it more difficult to obtain financing.

The Company is making the offering on a best efforts basis and there is no assurance that the offering will be sold.

There is no assurance that the Company’s offering will be sold, in whole or even in part. The proposed use of net proceeds assumes a sale of the full amount of the offering.

The Board of the Company has full discretion to re-allocate the Proceeds.

The Company intends to use the net proceeds from this offering for the purposes and in the amounts described ‘USE OF PROCEEDS’. The Company’s estimates of its allocation of the net proceeds of the offering are based upon the current state of its business operations, its current plans and current economic and industry conditions. These estimates are subject to change based on material factors such as delays in project development, unanticipated or changes in the level of competition,country’s political and social climate. A change in public tastes could have a material adverse market trendseffect on our business, operating results and new business opportunities. Thus the Company will have broad discretion to make material changes in the allocation of the proceeds.

There is a limitation on the officers and directors liability.

The articles of the Company limit the personal liability of directors and officers for breach of fiduciary dutyfinancial condition and the Company provides an indemnity for expenses and liabilities to any person who is threatened or made a party to any legal action by reason of the fact that the person is or was a director or officer of the Company unless the action is proven that the person was liable to be negligent or misconduct in the performance of their duty to the Company.

The lossprice of our key officers or directors may raise substantial doubt as to the continued viability of the Company.Common Stock.

Zyrox Mining International, Inc.’s operations depend on the efforts of key officers and directors and the loss of their services may irreparably harm the CompanyA decline in such a manner that it may not be able to overcome any such loss in management.

Purchasers in this offering will have limited control over decision making because the new group of shareholders will control only 33% of the currently issued and outstanding common stock.

Such limited control may also make it difficult for stockholders to receive a premium for their shares of the Company in the event the Company enters into transactions, which require stockholder approval. This limited concentration of ownership limits the power to exercise control by the minority shareholders.

Investors may lose their entire investment if Zyrox Mining International, Inc. fails to implement its business plan.

Zyrox Mining International, Inc. expects to face substantial risks, uncertainties, expenses, and difficulties because it is a development-stage company.Zyrox Mining International, Inc. (formerly Diversified Energy & Fuel, Inc.) was formed in Nevada on June 3, 2009. Zyrox Mining International, Inc. has no demonstrable operations record of substance upon which you can evaluate the Company’s business and prospects. Zyrox Mining International, Inc. prospects must be considered in light of the risks, uncertainties, expenses and difficulties frequently encountered by companies in their early stages of development. Zyrox Mining International, Inc. cannot guarantee that it will be successful in accomplishing its objectives.

As of the date of this prospectus, Zyrox Mining International, Inc. has had only limited start-up operations and has generated very small revenues. In addition, Zyrox Mining International, Inc.’s lack of operating capital could negatively affect the value of its common shares and could result in the loss of your entire investment.

Because of our new business model, we have not proven our ability to generate profit, and any investment in Zyrox Mining International, Inc. is risky.

We have very little meaningful operating history so it will be difficult for you to evaluate an investment in our stock. We have not sold any of our products to date. We cannot assure that we will ever be profitable. Since we have not proven the essential elements of profitable operations, you will be furnishing venture capital to us and will bear the risk of complete loss of your investment in the event we are not successful.

We may be unsuccessful in monitoring new trends.

Our net revenue might decrease with time. Consequently, our future success depends on our ability to identify and monitor trends and the development of new markets. To establish market acceptance of a new technologies, we will dedicate significant resources to research and development, production and sales and marketing. We will incur significant costs in developing, commissioning and selling new products, which often significantly precedes meaningful revenues from its sale. Consequently, new business can require significant time and investment to achieve profitability. Prospective investors should note, however, that there can be no assurance that our efforts to introduce new products or other services will be successful or profitable.

We may face distribution and product risks.

Our future financial results depend in large part on our ability to develop relationships with our customers. Any disruption in our relationships with our future customersgeneral economic conditions could adversely affect our financial performance.business.

WeOur operations are affected by general economic conditions, which generally may face claims of infringement on intellectual property rights.

Other parties may assert claims of ownership or infringement or assert a rightaffect consumers’ disposable income. The demand for entertainment and leisure activities tends to payment with respectbe highly sensitive to the exploitationlevel of certain intellectual properties against us. In many cases,consumers’ disposable income. A decline in general economic conditions could reduce the rights owned or being acquired by us are limited in scope, do not extendlevel of discretionary income that our fans and potential fans have to exploitation in all present or future uses or in perpetuity. We cannot assure you that we will prevail in any of these claims. In addition,spend on our ability to demonstrate, maintain or enforce these rights may be difficult. The inability to demonstrate or difficulty in demonstrating our ownership or license rights in these technologies maylive and televised entertainment and consumer products, which could adversely affect our abilityrevenues.

Use of Proceeds

We will receive gross proceeds of up to generate revenue$187,500,000 from or usethe sale of shares we are registering to sell at $1.50 per share, in an offering conducted by our officers and directors on a best-efforts basis.

The net proceeds to us from the sale of the shares which we intend to offer to new investors, after the offering expenses detailed herein, would be a maximum of $187,450,000. We do not intend to engage any broker/dealers for the sale of the shares, and thus do not expect to pay any sales commissions.

These proceeds would be received from time to time as sales of these intellectual property rights.

If our operating costs exceed our estimates, it may impact our ability to continue operations.

We believeshares are made by us. As set forth in the following table, we have accurately estimated our needswill use those proceeds primarily for payment of legal expenses and several specific projects, with the next twelve months. It is possible that we may need to purchase additional equipment, hire additional personnel, and further develop new business ventures, or that our operating costs will be higher than estimated. If this happens, it may impact our ability to generate revenue and we would need to seek additional funding.remainder used for general working capital for operations. We intend to establish our initial client base via existing relationships that our directors and officers have establisheduse the proceeds in past business relationships. Should these relationships not generate the anticipated volumefollowing order of business, any unanticipated costs would diminish our working capital.priority:

Competitors with more resources may force us out of business.

Competition in our sectors of business come from a variety of factors, including quality, timely commissioning of new projects, product positioning, pricing and brand name recognition. The principal competitorsabove estimated amounts are only for our business mayinitial working purposes since we do this better thannot know how much we can. Each ofwill need to spend on these competitors has substantially greater financial resources thanitems. Even if we do. New technologies may also present substantial competition. We may be unsuccessful in competing with these competitors, which may materially harm our business.

Zyrox Mining International, Inc. may not be able to attain profitability without additional funding, which may be unavailable.

Zyrox Mining International, Inc. has limited capital resources. Unless Zyrox Mining International, Inc. begins to generate sufficient revenues to finance operations as a going concern, Zyrox Mining International, Inc. may experience liquidity and solvency problems. Such liquidity and solvency problems may force Zyrox Mining International, Inc. to cease operations if additional financing is not available.

RISKS ASSOCIATED WITH THIS OFFERING

You may not beare able to sell yourthe maximum shares, in Zyrox Mining International, Inc. because there is a limited public marketwe do not know how long these funds will last, and we have no other specific plans for Zyrox Mining International, Inc. stock.

There is a limited public market for Zyrox Mining International, Inc. common stock. Therefore, the current and potential market for Zyrox Mining International, Inc. common stock is limited. Zyrox Mining International, Inc. cannot guarantee that a meaningful trading market will develop.

raising additional funds. The trading priceportion of Zyrox Mining International, Inc. common stock could be subject to wide fluctuations in response to various events or factors, many of which are orany net proceeds not immediately required will be beyond Zyrox Mining International, Inc. control. In addition, the stock market may experience extreme price and volume fluctuations, which, without a direct relationship to the operating performance, may affect the market priceinvested in certificates of Zyrox Mining International, Inc. stock.deposit or similar short-term interest bearing instruments.

Liquidity on the OTC Bulletin Board is limited, and the Company may be unable to obtain listingDetermination of the Company’s Common Stock on a more liquid market.Offering Price

The Company’s Common Stock is currently quoted on the OTC:PK Board, which provides significantly less liquidity than a securities exchange (such as the American or New York Stock Exchange) or an automated quotation system (such as the Nasdaq National or SmallCap Market). There is uncertainty that any of the Company’s securities will ever be accepted for listing on an automated quotation system or securities exchange.

Investors may have difficulty liquidating their investment because Zyrox Mining International, Inc.’s stock will be subject to Penny Stock Regulation.

The SEC has adopted rules that regulate broker/dealer practices in connection with transactions in penny stocks. The rules, in part, require broker/dealers to provide penny stock investors with increased risk disclosure documents and make a special written determination that a penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These heightened disclosure requirements may have the effect of reducing the number of broker/dealers willing to make a market in Zyrox Mining International, Inc. shares, thereby reducing the level of trading activity in any secondary market that may develop for Zyrox Mining International, Inc. shares. Consequently, customers in Zyrox Mining International, Inc. securities may find it difficult to sell their securities, if at all.

Investors in this offering will bear a substantial risk of loss due to immediate increase and subsequent dilution.

The principal shareholders of Zyrox Mining International, Inc. own 27% of the outstanding shares of Zyrox Mining International, Inc. common stock. Further issues of stock will mean that shareholders may experience substantial “dilution.”  Therefore, the investors in this offering will bear a substantial portion of the risk of loss. Please refer to the section titled “Dilution” herein.

USE OF PROCEEDS

When all of the shares are sold the gross proceeds from this offering will be $12,500,000.Our management will have broad discretion to allocate the net proceeds from this offering. Actual expenditures may vary substantially from our estimates. We may find it necessary or advisable to use portions of the proceeds for other purposes.We expect to disburse the proceeds from this offering in the priority set forth below, within the first 12 months after successful completion of this offering:

In the event we are only able to raise the minimum offering proceeds of $6,250,000.00 then the Issuer shall use the funds in the following manner: $2,325,000 for property and equipment, $1,250,000 for purchase of Zyrox Mining Co., Ltd., $500,000 for retirement of liabilities, and $2,175,000 for working capital.

DETERMINATION OF OFFERING PRICE

The offering price of the 50,000,000 shares of common stock offered for sale at the value of $.25$1.50 per share bears no relationshipwas arbitrarily determined based upon a discount to any objective criterion of value and bears no relationship to Zyrox Mining’s assets, book value, historical earnings, or net worth. In determining the offering price, management considered such factors as the prospects, if any, for similar companies, anticipated results of operations, present financial resources and the likelihood of acceptance of this offering.current market price. Accordingly, the offering price should not be considered an indication of the actual value of our securities.

There is no assurance that our common stock will trade at market prices in excess of the offering price hereunder as prices for the common stock in any public market which may develop will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity of the market for the common stock, investor perception of us and general economic and market conditions.

Dilution

We are offering our common stock at a price per share that is significantly more than the price per share paid by our current stockholders for our common stock, as well as the current market price of our common stock. We are offering for sale up to 125,000,000 shares of common stock with $187,450,000 of the proceeds going to the Company. If you purchase Shares in this offering, you will experience immediate and substantial dilution.

DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES

“Dilution”Dilution represents the difference between the offering price of the shares of common stock and the net book value per share of common stock immediately after completion of the offering. “Net Tangible Book Value” is the amount that results from subtracting total liabilities and intangible assets from total assets. Inpaid by purchasers in this offering the level is increased as a result of the relatively high book value of Zyrox Mining International, Inc.’s issued and outstanding stock.With 102,238,200 common shares issued, the net book value of Zyrox Mining International, Inc. before the offering is $ .94. Assuming all 50,000,000 shares offered are sold, and in effect Zyrox Mining International, Inc. receives the maximum estimated proceeds of this offering from shareholders, Zyrox Mining International, Inc. net book value will be approximately $ .63 per share. Therefore, any investor will incur an immediate and substantial increase of approximately $ .39 per share, while the Zyrox Mining International, Inc.’s present stockholders will receive a decrease of $ .30 per share in the net tangible book value of the shares that they hold. This will result in a 256% increase for purchasers of stock in this offering.

The following table illustrates the dilution to the purchaser of the common stock in this offering. This tableper share. Net tangible book value per share represents a comparison of the various prices paidour net tangible assets (our total tangible assets less our total liabilities), divided by the individual who purchased shares in Zyrox Mining International, Inc. previously:

PLAN OF DISTRIBUTION

OFFERING WILL BE SOLD BY OUR OFFICER AND DIRECTOR

This is a self-underwritten offering. This Prospectus is part of a Prospectus that permits our officer and director to sell Shares directly to the public, with no commission or other remuneration payable for any Shares that are sold. There are no plans or arrangements to enter into any contracts or agreements to sell the Shares with a broker or dealer. Mr. Carl H. Kruse, our President and director, will sell the Shares and intends to offer them to friends, family members and business acquaintances. In offering the securities on our behalf, they will rely on the safe harbor from broker dealer registration set out in Rule 3a4-1 under the Securities Exchange Act of 1934.

They will register as a broker-dealer pursuant to Section 15 of the Securities Exchange Act of 1934, in reliance upon Rule 3a4-1, which sets forth those conditions under which a person associated with an Issuer may participate in the offering of the Issuer’s securities and not be deemed to be a broker-dealer.

Our officers, directors, control persons and affiliates of same do not intend to purchase any shares in this offering.

TERMS OF THE OFFERING

The Registrant intends to register 50,000,000 common shares at the fixed price of $.25 per share for sale to the publicand if all 50,000,000 common shares are sold then the Registrant shall receive $12,500,000.00 from the offering.

DEPOSIT OF OFFERING PROCEEDS

This is a “best effort” offering and, as such, we will not be able to spend any of the proceeds unless and until the minimum total of 25,000,000 common shares are sold and all proceeds from such sale are received. We intend to hold all monies collected for subscriptions in a separate escrowed bank account with JPMorgan Chase Bank, NA located at 10706 Biscayne Blvd., Miami, FL 3316, until the total amount of $6,250,000.00, which is the minimum, has been received. At that time, the funds will be transferred to our business account for use in the implementation of our business plans. In the event the offering is not sold out prior to the Expiration Date, all monies will be returned to investors, without interest or deduction.

PROCEDURES FOR AND REQUIREMENTS FOR SUBSCRIBING

If you decide to subscribe for any shares in this offering, you will be required to execute a Subscription Agreement and tender it, together with a check or certified funds to us. Subscriptions, once received by the Company, are irrevocable unless the total minimum offering of 25,000,000 common shares are not sold. All checks for subscriptions should be made payable to “Zyrox Mining International, Inc.”

DESCRIPTION OF SECURITIES

COMMON STOCK

Our authorized capital stock consistsof 3,000,000,000 shares of common stock, par value $.001 per share of which there are currently 102,238,200 issued and outstanding. The holders of our common stock (i) have equal ratable rights to dividends from funds legally available therefore, when, as and if declared by our Board of Directors; (ii) are entitled to share in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs; (iii) do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights; and (iv) are entitled to one non-cumulative vote per share on all matters on which stockholders may vote.

There are currently no outstanding option or warrant awards, and the Company has not implemented any equity compensation plan.

NON-CUMULATIVE VOTING

Holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in such event, the holders of the remaining shares will not be able to elect any of our directors.

CASH DIVIDENDS

As of the date of this prospectus, we have not paid any cash dividends to stockholders. The declaration of any future cash dividend will be at the discretion of our Board of Directors and will depend on our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.

PREFERRED STOCK

The Company’s authorized capital stock of Preferred Shares consists of 300,000,000 shares divided into three classes of 100,000,000 Preferred Shares each, designated as Class “A”, Class “B” and Class “C.” All shares of Preferred Stock are at par value of $.001 per share.

There are currently 855,000 Preferred “A” shares outstanding. Preferred “A” shares are super-voting shares, are non-dilutive and they convert only in exchange for the partial or full retirement of debt held by Management, employees or consultants, or as directed by a majority vote of the Board of Directors. The number of Shares of Preferred Stock to be issued to each qualified person (member of Management, employee or consultant) holding a Note shall be determined by the following formula:

Each dollar of debt represents one preferred share.

If at least one share of Series A Preferred Stock is issued and outstanding, then the total aggregate issued shares of Series A Preferred Stock at any given time, regardless of their number, shall have voting rights equal to four times the sum of the total number of shares of Common Stock which are issued and outstanding at the time of voting.

INTEREST OF NAMED EXPERTS AND COUNSEL

Nonethe offering, 17,411,217 issued and outstanding shares of the below described experts or counsel have been hired on a contingent basis and noneCommon Stock. As of them will receive a direct or indirect interest in the Company.

Our audited financial statements for the period from inception to May 31, 2012 included in this prospectus have been audited by CPA Services Corp.com,8501 Pines Blvd - #207, Pembroke Pines, FL 33029 and signed by Enrique Nowogrodzki, a Certified Public Accountant admitted to the PCAOB. We include the financial statements in reliance on their report, given upon their authority as experts in accounting and auditing.June 30, 2022 our net tangible book value per share was negative $(.026030) per share.

The Law Officestable below illustrates the pro forma per share dilution described above assuming 125,000,000 shares are sold.

After giving effect to the sale of Joseph L. Pittera, 2214 Torrance Boulevard, Suite 101, Torrance, California 90501, has passed upon the validitymaximum of 125,000,000 Shares being offered in this offering, at $1.50 per Share, and the payment of expenses related to the offering, our pro forma net tangible book value would be $187,090,809 and increase by $1.334366 per share.

The table below illustrates the pro forma per share dilution described above assuming 93,750,000 shares are sold.

After giving effect to the sale of 75% of the Shares (93,750,000) shares being offered in this offering, at $1.50 per Share, and certain other legal mattersthe payment of expenses related to the offering, our pro forma net tangible book value would be $140,215,809 and is representing us in connection with this offering.increase by $1.005214 per share.

DESCRIPTION OF OUR BUSINESSThe table below illustrates the pro forma per share dilution described above assuming 62,500,000 shares are sold.

GENERAL INFORMATIONAfter giving effect to the sale of 50% of the Shares (62,500,000 shares) being offered in this offering, at $1.50 per Share, and the payment of expenses related to the offering, our pro forma net tangible book value would be $93,340,809 and increase by $0.860318 per share.

We were incorporated on June 3, 2009, underThe table below illustrates the lawspro forma per share dilution described above assuming 31,250,000 shares are sold.

After giving effect to the sale of 25% of the StateShares (31,250,000 shares) being offered in this offering, at $1.50 per Share, and the payment of Nevada.expenses related to the offering, our pro forma net tangible book value would be $46,465,809 and increase by $0.602098 per share.

The table below illustrates the pro forma per share dilution described above assuming 12,500,000 shares are sold.

After giving effect to the sale of 10% of the Shares (12,500,000 shares) being offered in this offering, at $1.50 per Share, and the payment of expenses related to the offering, our pro forma net tangible book value would be $18,340,809 an increase by $0.397538 per share.

The table below indicates the relative aggregate cash investment and stock ownership of new investors in this offering:

Management’s Discussion and Analysis of Financial Condition and Results of Operation

The following discussion and analysis should be read in conjunction with our financial statements and related notes thereto.

Forward Looking Statements

The following information specifies certain forward-looking statements of the management of our Company. Forward-looking statements are statements that estimate the happening of future events and are not based on historical fact. Forward-looking statements may be identified by the use of forward-looking terminology, such as may, shall, could, expect, estimate, anticipate, predict, probable, possible, should, continue, or similar terms, variations of those terms or the negative of those terms. The forward-looking statements specified in the following information statement have been compiled by our management on the basis of assumptions made by management and considered by management to be reasonable. Our future operating results, however, are impossible to predict and no representation, guaranty, or warranty is to be inferred from those forward-looking statements.

The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. We cannot guaranty that any of the assumptions relating to the forward-looking statements specified in the following information are accurate, and we assume no obligation to update any such forward-looking statements. Such forward-looking statements include statements regarding our anticipated financial and operating results, our liquidity, goals, and plans.

All forward-looking statements in this Form 10 are based on information available to us as of the date hereof,of this report, and we have had only limited start-up operations and have not generatedassume no obligation to update any significant revenues.forward-looking statements.

Our executive offices are located at 1800 NE 114^th Street, Suite 609, Miami, Florida 33181 – 3414 with telephone number of (855) 229-9979.Overview

Our fiscal year-end is May 31.

INDUSTRY BACKGROUND

Winvest Group Limited (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. Zyrox Mining International, Inc.The Company began formal operations on June 3, 2009, with the principle 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. Effective April 30, 2012 the Company changed its name to Diversified Energy & Fuel International, Inc and changed its name to Zyrox Mining International, Inc. on August 15, 2012.

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"“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.

PRINCIPAL PRODUCTS AND SERVICES AND THEIR MARKETSOn 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.

Global plastics consumption will be over 500 billion pounds thisThe 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 is growing by over 15 billion pounds per year.

recorded as Issuance of Common Shares for Donated Services, because of the uncertainty of completing the transaction. The USA alone uses 380 billion plastic bags per year, over 1 billion per day, usingCompany now owns 100% of the equivalent of 1.3 billion gallons of oil annually to produce.

The combinedequity interests in this wholly owned subsidiary. With the transaction now complete the market value of the Europeanshares on March 12, 2012 has been recorded as the purchase price for WSPVA.

We are a development stage company and US plastic packaginghave 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 November 2012 through April 2020, the Company was dormant.

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, is $1.04 trillion. One poundand start a Custodianship proceeding. 

On December 27, 2019 Custodian Ventures, LLC was appointed as the custodian of plastic is being soldthe 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 (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 an averagethe Shares was $700,000. The source of US$2the 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.

Other than as described below, there are no arrangements or understandings among both the former and new control persons and their associates with respect to the end user.election of directors of the Company or other matters. The information set forth in Item 5.02 of this Form 8-K is incorporated by reference into this Item 5.01.

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 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 Lanius (“Lanius”), Nicholas 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.

On May 25, 2022, the Board of Directors of Winvest Group Limited (the “Company”) appointed Lim Khiow Hui as the Corporation’s Chief Strategic Officer and Charlene Logan Kelly as the Corporation’s Chief Intellectual Officer.

You getOn June 13, 2022, the picture. Our consumptionBoard of plastic products is growing and growing—andDirectors of Winvest Group Limited (the “Company”) appointed Khiow Hui Lim to the market is strong.Corporation’s Board of Directors.

BUT … PlasticOn June 29, 2022, the Board of Directors of Winvest Group Limited (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 Lim Khiow Hui as the Company’s Secretary.

TCG Business Overview

Winvest Group Ltd. (“WNLV” or the “Company”) is a US holding company incorporated in Nevada in October 2017, which operates through the Company’s wholly owned subsidiaries, IQI Media Inc. (“IQI”), and The Catalyst Group Entertainment (“TCG”).

TCG is a media finance and production company for the media and entertainment sector headed by Joseph S. Lanius, Nick D. Burnett and Khiow H. Lim with over 25 years’ experience in the film industry, encompassing film finance, production and distribution. The TCG team have relationships with major studios, streaming platforms, agencies, production companies and leading financial institutions.

TCG has a dark side.broad range of film financial products and support services to offer established and emerging film production companies, incubating both domestic and international filmmakers and producers in the global film markets.

Many bio-plasticsWith our expertise, networks, relationships and resources, TCG utilizes risk mitigation techniques that provide investor protection by financing collateralized debt and gap/mezzanine positions for film, television and other media projects, whilst also occasionally securing net profit participations to enable investors to benefit from potential extraordinary returns generated from TCG financed projects.

The founding team possesses a full breadth of hands-on experience including deal origination, financial structuring, business and legal affairs consulting and film and television production expertise. Within the new emerging digital entertainment market, TCG will not only provided media financing tools but also plan to partner with a distribution aggregator with experienced technology developers and data analysts to facilitate a streaming distribution platform for content creators backed by metrics.

Our founding members believe that current and anticipated market trends are availableideal 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 major film studios, globally known talent and packaging agencies, and management companies. We also possess a strong network of close relationships with distributors such as Netflix, Amazon, Sony, Universal, Lionsgate, as well as leading industry Sale Agents that include Hanway Films, Sierra Affinity/Eone, The Solution, The Exchange, Mr. Smith, Highland Film Group, XYZ and Capstone amongst others. Banking relationships include City National Bank, Comerica, Union Bank, JP Morgan, National Bank of Canada and Banc of California; these are complemented by an extensive network of family offices, asset managers, hedge funds and a pool of private investors.

The Catalyst Group Entertainment will commence operations with a soft launch in May 2022.

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 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.

In 2012, IQI reached out to Brand USA offered to donate a nearly 700 hours road trip footage to support President Obama “Travel Promotion Act” campaign, ended up IQI was offered a contracted post editorial job from Miles Partnership. Miles Partnership is the official destination marketing management agency under the “Travel Promotion Act” that created the Brand USA — the country’s first national marketing arm was signed into law in 2010. IQI’s mission is to support Brand USA and Miles Partnership to increase incremental international visitation, spend, and market today. Bio-basedshare to fuel the nation’s economy and biodegradable plastics areenhance the image of the USA worldwide.

IQI production has served prestigious S&P 500 brand clients, overseeing interactive development from pre- to post-production, including concept and design.

In 2014, IQI decided to embrace it production creativity into feature length film and animation production. During these years, IQI and producer Charlene Kelly closed a very promising innovationdeal to begin story development with the Academy Awards director Brenda Chapman. And the next year to complete a sci-fiction feature film titled “Alien Code” currently distributed across North America and Europe starring an Emmy award cast Richard Schiff, Mary McCormack

In 2018, IQI has officially incorporated in state of California, a joint venture with The Catalyst Group Entertainment to roll out theatrical and original streaming content. Focus on “ConTech” incubators who can utilize visual creation, script data development with analytical metrics and emerging technologies for both industrybetter content delivery experience.

The following discussion and analysis should be read in conjunction with our unaudited consolidated financial statements and the economy. Compost-ability is the main material property, which differentiates bio-plastics products from conventional plastic material. This enables the organic recycling of bio-plastics products.related notes thereto. The other differentiating feature is that the components are derived entirely from renewable raw materials.

“Bio-plastics are biodegradablemanagement’s discussion and can be made from the triglycerides found in oilseedsanalysis contains forward-looking statements, such as canola, starches, such as those found in corn, sugar beetsstatements of our plans, objectives, expectations, and potatoes, or on using proteins from soybeans. Companies like Telles are using corn instead of petroleum to engineer the polymers necessary to make plastic. The corn is introduced to microorganisms in a fermentation process that yields a polymer. The polymer is then made into pelletsintentions. Any statements that are not statements of historical fact are forward-looking statements. When used, the words “believe,” “plan,” “intend,” “anticipate,” “target,” “estimate,” “expect” and the like, and/or future tense or conditional constructions (“will,” “may,” “could,” “should,” etc.), or similar expressions, identify certain of these forward-looking statements. These forward-looking statements are subject to make different gradesrisks and uncertainties that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. Our actual results and the timing of paper coatingsevents could differ materially from those anticipated in these forward-looking statements as a result of several factors. We do not undertake any obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this Quarterly Report on Form 10-Q. The following discussion should be read in conjunction with our audited financial statements and thermoformed products.”

These alternatives are advantageous to our environment, because they require less energy to process than conventional plastics; they releaseCO₂ and water after degradation, recycle carbonthe related notes that appear in our environment thereby reducingCO₂ productionAnnual Report on Form 10-KT, as filed with the Securities and stabilizing the environment and produce more fertile soil after degradation rich in nutrients and good for further farming.

The Company’s Unique Niche:

The Company’s Bio-Plastic is Unique both in Composition and Process.

The process, technique, and equipment developed around the rotary-drum, forming dual-directional stretching water-soluble PVA Film, has successfully solved many technical puzzles arising out of the wet-producing process of fast film-forming, film-peeling, and continuous high efficient production.Exchange Commission on March 24, 2021.

This resultsOverview

Our financial statements accompanying this Report have been prepared assuming that we will continue as a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. We have a short process flow, relatively small equipment cost, small floor space, low energy consumption, little noise,minimal operating history and very-clean production surroundings.no revenues or earnings from operations. We have no significant assets or financial resources. We will, in all likelihood, sustain operating expenses without corresponding revenues for the immediate future.

On May 16, 2022, the Company entered into a share exchange agreement with The Catalyst Group Entertainment, LLC (“TCG”) and IQI Media (“IQI”) -see Note 1 to the financial statements.

Results of Operations for the Three and Six Months Ended June 30, 2022 Compared to the Three and Six Months Ended June 30, 2021

Revenue

The rotary drum surface involvedFor the three and six months ended June 30, 2022, we recorded $4,000 in this invention is a special metal material. It requiresrevenue from IQI production revenue compared to $-0- for the patented machine’s feeding system to uniformly spray the PVA solution onto the surface of the drum, which is continuously heated and which smoothly rotates to form the PVA Film.

The water-soluble PVA Film produced bysame periods in 2021. We are in the process of developing our strategic business plan going forward and, therefore, revenue may vary from period to period.

Operating expenses

Operating expenses for the three and six months ended June 30, 2022 were $100,039 and $250,056 compared to $38,176 and $45,753 for the three and six months ended June 30, 2021 respectively. The significant increase in operating expenses in the three months and six months ended June 30, 2022 compared to the same period in 2021 is characterizeddue to the expenses associated with becoming an operating company, the acquisition of TCG and IQI and due to amortization of intangible assets of $42,090.

Liquidity and Capital Resources

We had $27,645 in cash on hand as of June 30, 2022.

Net cash used in operating activities was $192,615 for the six months ended June 30, 2022, compared to $45,753 for the six months ended June 30, 2021. The material increases in cash used in operating activities during the six months ended June 30, 2022 was primarily due to an increase of approximately 159,000, net of non-cash amortization in operating losses in the six months ended 2022.

Net cash provided by sound performance, high strength and good transparency.investing activities during the six months ended June 30, 2022 was $29,800 compared to $-0- for the six months ended June 30, 2021. The investing activity in 2022 related to the acquisition of a business, net of cash.

Net cash provided by financing activities was $190,460 for the six months ended June 30, 2022, compared to $45,753 for the six months ended June 30, 2021. The material increase during the 2022 period was due to an increase in proceeds from related party loans.

Financial Impact of COVID-19

The pursuitCOVID-19 pandemic has affected how we are operating our business, and the duration and extent to which this will impact our future results of innovation demands thatoperations 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 Company continually expand its understandingvirus, 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 near 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.

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 chemistryCOVID-19 pandemic. These factors also may adversely impact enterprise and physicsgovernment 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 film, extrusionoperations and clean room techniques, and work closely withcash flows. Any resulting instability in the Company’s suppliers and customers.

What’s unique aboutfinancial markets could also adversely affect the Company’s PVA Film is:

Consumers will enjoy having the option of either disposingvalue of our plastic with their trash, knowing it will quickly biodegrade in a landfill, or simply dissolvecommon stock, our plastic down their kitchen sinks.ability to refinance our indebtedness, and our access to capital.

The Company has few PVA Packaging Material direct competitors—even with so many biodegradable plastics available today.

The Company’s plastic is a polyvinyl alcohol (“PVA”) based plastic, which is non-toxic, 100% biodegradableultimate duration and water-soluble. It doesn’t discolor when exposed to sunlight, nor degrade with heat. PVA has been evaluated byextent of the FDA and is “Generally Considered as Safe,” even for human consumption (as it is often used as a coating for medication, fruit and vegetables).

PVA itself is not a new invention, but until now, it could onlyimpact from the COVID-19 pandemic depends on future developments that cannot be produced in a hand-made manual way; no machine could efficiently mass-produce it.

What makes the Company’s PVA Packaging Material unique is that the Company’s scientists have discovered a way to produceaccurately forecasted at this plastic for a variety of applications at relatively low costs by using the Company’s proprietary methods and patented machine(s).

Here is how it matches up against the competition:

The Company’s PVA film is superior and unique amongst all biodegradable products on the market today. MonoSol in the U.S. (see:http://www.monosol.com/) is a competitor. The main competitor in the field is Aicello of Japan (see:http://www.solublon.com/).

PVA water-soluble film is used in diverse applicationstime, such as packaging, mold release, transfer printing, embroidery, medicalthe severity and textiles. The industry is primarily focusedtransmission 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 film/wrap/bags applications. The fastest growing segment is household laundryeconomic activity and dishwasher detergent packages, with the detergent being in a single serving plastic bag consistingimpact of a PVA film that dissolves during the cleansing process. Laundry bags (medical facilities) are also an established market. In addition, polarizing PVA film for LCD (Liquid Crystal Displays) is a growing market (high-end, mostly out of Japan).

Therefore, the scientists have chosen the best possible raw materials that produce the greatest amount of benefitsthese and cost savings.

Since 500 Billion pounds of plastic will be producedother factors on our employees, partners, and sold this year, the markets and applications are endless. Since the product is 100% “Green” it will also be in immediate demand, especially since there are so few real competitors.

DISTRIBUTION METHODS

Preliminary market development work has been done by WSPVA as follows:

WSPVA believes it has three markets for its PVA Film (stemming from formal and informal discussions with representatives of companies who are interestedthird-party service providers. These uncertainties may increase variability in our product(s) oncefuture 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 in full production, and based upon certain assumptions and conditions):

Pharmaceutical Industry (gowns, gloves, etc.): A packaging factory with capacity to handle 30,000 metric tons per month, totaling 792,000,000 lbs. of plastics per year. They are limited by their production capacity and not by what they can sell. They expressed interest in possibly paying $4.50 per lb. for enough PVA Film to replace their present plastics.

The Fruit and Vegetable Packaging Industry in North America, USA: This industry has over 450 different commodities sold at the retail level. Much of this industry requires plastic “clam shells” to package and market their products. Using just one of the 450 commodities as an example, the State of California alone will require 1,440,000,000 clamshells for strawberries in 2010. In just the strawberry industry, this represents approximately $175,000,000 annually worth of clamshell needs for strawberries alone.

A California Company has given us a conditional order for over 500,000,000 clamshells. This alone represents a potential $60,000,000 in revenues.

Stephen Gould Corporation: is the largest privately owned packaging sales organization in the United States. It transacts over $500M in sales annually. Stephen Gould services over 1,000 current customers like Disney, Verizon Wireless, RIM/Blackberry, and Golden State Foods (services fast-food enterprises such as McDonalds). Stephen Gould has tested our PVA Film and believes that it is “… game changing on a global level.” They are interested in exclusive rights to use our PVA Film for several of their customers, including possibly Golden State Foods – servicing McDonalds and others in the fast food industry. We wish to establish a diverse portfolio of customers, but the plastic bag industry has lower margins than the above two options. Nevertheless, when we have developed enough PVA Film Machines, this is a very attractive contract to fulfill.

Nobility Fruit Co. has given us an initial order for 1,000,000,000 clamshells, to be expanded as our production can handle the order. This totals $118,000,000 annually, with a projected $95M in Net Profits, where only fixed annual expenses are computed. That’s a projected $475M Net Profit for a 5-year contract. It takes 63 PVA Film Machines to fill this order. If we expand in order to fill their entire 3 billion clamshell needs, we would need 189 machines. This order represents a $2.56 per lbs and $6.24 per lbs. price for our plastic, as compared to the $4.50 per lbs price for the pharmaceutical application.

COMPETITION

Presently, the packaging and consumer products plastic industry utilizes primarily two types of plastic: Polyethylene Terephthalate (“PET”) and Poly Lactic Acid (“PLA”).

PET(Polyethylene Terephthalate)

PET dominates the consumer plastic industry. It is used in plastic bottles, bags, clamshells and most other packaging and consumer product applications. Because PET is petroleum based, its price fluctuates with the price of oil. It is not biodegradable, but it is commonly recycled. It takes between 500-1,000 years to biodegrade.

Though a very stable product, it cannot be produced from renewable energy sources and it is very destructive to the environment—both land and water.

PLA (Poly Lactic Acid)

PLA is a relatively new entry into the plastic packaging and consumer goods market. PLA is typically a corn oil based plastic when produced in the U.S., and a sugar cane based plastic outside of the U.S.

In the US, there is one primary producer of PLA products, and that is NatureWorks LLC. PLA is generally more expensive than PET, but there is a demand for it nonetheless because it is considered “green” compared to PET.

However, by NatureWorks LLC’s own admission, their product is not biodegradable. It is “compost-able,” but only in an industrial compost facility. Moreover, it cannot degrade in landfills, will not degrade in the ocean or soil, and may contaminate the recycling industry.

Despite the relatively high prices and all the aforementioned problems with PLA, many major retailers (like Walmart and Trader Joes and others) are demanding PLA products to promote a “green” ideology. We intend to quickly fill that demand with our product.

We include under the PLA category, other plastics considered Biodegradable and which come from renewable vegetation-based resources because they all share common drawbacks. PLA has other drawbacks.

We include Cereplast, Inc. (Nasdaq:CERP) as part of the PLA category and they are a serious competitor in some important ways. We include certain details here so one can immediately see the complexity of production of usable resin—whereas the Company’s PVA Film is simply made from alcohol, converted to a liquid which is fed into a PVA Machine, making rolls and rolls of plastic which is easily distributed and used by all conventional machines.

Cereplast designs and manufactures proprietary starch-based, plastics created from their proprietary bio-plastics technology, which incorporate PLA as part of the resin. These bio-resins replace a significant portion of petroleum-based additives with bio-based material such as starches from tapioca, corn, wheat and potatoes, resulting in sustainable plastics.

Since Cereplast is starch-based, rather than petroleum-based, the cost is not subject to fluctuation based on the price of fossil fuels. The manufacturing process for Cereplast resins takes place at a lower heat than that required for manufacturing with traditional plastics, further bringing down manufacturing costs.

Resin manufacturing requires the Cereplast production team to select the right biopolymer matrix made from renewable, cost-stable resources. These biopolymers include polylactic acid (PLA) from NatureWorks LLC, soy proteins, PHA, PHBs, or starch from corn, wheat or potatoes.

The selected biopolymer is blended with other biodegradable components to reinforce its molecular structure through a proprietary process developed by Cereplast. The blend is then polymerized and treated with nano-composites for surface optimization and further reinforcement. The entire green composite process is high-speed and low-cost. The final product is then packaged and shipped to converters, which are able to processrespond to and manage the resin using traditional equipment.

Cereplast products are certified biodegradable by a numberimpact of independent agencies. The products are fully compost-able incommercial facilities within 60-180 days, leaving no chemical residue. Cereplast products can be discarded with food waste – no separation required.

Cereplast Hybrid Resins® products are bio-based, replacing 50%such events effectively or more of the petroleum content in traditional plastic products with materials from renewable sources such as starches from corn, tapioca, wheat and potatoes.

We could include a long list of semi-biodegradable products, but all share similar properties that differentiate them from our product:

According to Doug Woodring, founder of the Ocean Recovery Alliance, “Plastic and other waste in the ocean have caused a large impact on the environment and ecosystem, much of which is only just becoming understood. It can kill marine life, may be entering our food chain, and can have a negative effect on people’s health and safety. Global consumption of plastic has outstripped our infrastructure in waste management. It is estimated that over 70% of the plastic and other waste in the ocean enters from land based sources, and this has spurred urgent attention on its environmental impact.”

There are growing indications that the cumulative effect of plastic use as a common business component is having increasingly harmful environmental impacts. Recent studies include the following data:

SOURCES AND AVAILABILITY OF PRODUCTS

WSPVA believes it has three markets for its PVA Film (stemming from formal and informal discussions with representatives of companies who are interested in our product(s) once we are in full production, and based upon certain assumptions and conditions):

Pharmaceutical Industry (gowns, gloves, etc.): A packaging factory with capacity to handle 30,000 metric tons per month, totaling 792,000,000 lbs. of plastics per year. They are limited by their production capacity andif global economic conditions do not by what they can sell. They expressed interest in possibly paying $4.50 per lb. for enough PVA Film to replace their present plastics.

The Fruit and Vegetable Packaging Industry in North America, USA: This industry has over 450 different commodities sold at the retail level. Much of this industry requires plastic “clam shells” to package and market their products. Using just one of the 450 commodities as an example, the State of California alone will require 1,440,000,000 clamshells for strawberries in 2010. In just the strawberry industry, this represents approximately $175,000,000 annually worth of clamshell needs for strawberries alone.

A California Company has given us a conditional order for over 500,000,000 clamshells. This alone represents a potential $60,000,000 in revenues.

Stephen Gould Corporation: is the largest privately owned packaging sales organization in the United States. It transacts over $500M in sales annually. Stephen Gould services over 1,000 current customers like Disney, Verizon Wireless, RIM/Blackberry, and Golden State Foods (services fast-food enterprises such as McDonalds). Stephen Gould has tested our PVA Film and believes that it is “… game changing on a global level.” They are interested in exclusive rights to use our PVA Film for several of their customers, including possibly Golden State Foods – servicing McDonalds and others in the fast food industry. We wish to establish a diverse portfolio of customers, but the plastic bag industry has lower margins than the above two options. Nevertheless, when we have developed enough PVA Film Machines, this is a very attractive contract to fulfill.

Nobility Fruit Co. has given us an initial order for 1,000,000,000 clamshells, to be expanded as our production can handle the order. This totals $118,000,000 annually, with a projected $95M in Net Profits, where only fixed annual expenses are computed. That’s a projected $475M Net Profit for a 5-year contract. It takes 63 PVA Film Machines to fill this order. If we expand in order to fill their entire 3 billion clamshell needs, we would need 189 machines. This order represents a $2.56 per lbs and $6.24 per lbs. price for our plastic, as compared to the $4.50 per lbs price for the pharmaceutical application.

DEPENDENCE ON ONE OR A FEW MAJOR CUSTOMERS

Zyrox Mining International, Inc. is not dependent on oneimprove, or a few major customers.

PATENTS, TRADEMARKS and LICENSES

Exclusive Technology License - Licensors have irrevocably granted to the Company, to the exclusion of Licensors, their Affiliates, Related Entities, Assigns or any person or entity anywhere in the world, an exclusive, non-cancelable license for the United States and Canada to import, purchase, promote, market, distribute, sell, transfer, utilize and/or use, in any way the Company desires and at the Company's absolute and exclusive discretion, the Products, End Products, Patent, PCX Patent, Invention Patent, Patent Rights and/or Intellectual Property, along with any products, services, processes, designs, methods, materials, ingredients, improvements or inventions utilized thereby or derived there from, in any way the Company likes; which license shall be irrevocable, non-cancelable, exclusive, without restriction, and without royalty, and which also includes the right of the Company to sublicense however and to whomever the Company wants ("Exclusive License"). The term of this Exclusive License and all rights related thereto shall be: (i) the maximum term allowable in the P.R.C. and/or other applicable jurisdictions for a license against the Patent and/or PCT Patent, including any extensions thereof; and (ii) in perpetuity with respect to all other aspects of the Company's Exclusive License and exclusive rights granted in this Agreement (or some other shorter period if such shorter period is required by law in a certain applicable jurisdiction, in which case the shorter period shall only apply in that jurisdiction). Licensors (and/or their successors or assigns) shall file patent extensions related to the Patent, PCT Patent, Invention Patent and/or any other patents related to the Patent Rights or Intellectual Property no later than 180 days before expiration thereof. Licensors shall initiate, maintain and defend such patent extension application(s). Upon expiration of any of the Patent, PCT Patent, Invention Patent, and/or any other additional patents related to the Patent Rights or Intellectual Property, Licensors (or, if applicable, their successors) or Assign(s)) shall issue to the Company (or, if applicable, its successor or assign) a new Technology License and Transfer Agreement in form and substance, which is substantially similar to this Agreement and which shall extend and expand the Company's rights hereunder as they relate to the Patent, PCT Patent, Invention Patent, Patent Rights, Product, End Products and Intellectual Property along with any products, services, processes, designs, methods, materials, ingredients, improvements or inventions utilized thereby or derived there from, for a new extended term, which is in perpetuity (or some other shorter period if law requires such shorter period in a certain applicable jurisdiction, in which case the shorter period shall only apply in that Jurisdiction).

NEED FOR ANY GOVERNMENT APPROVAL OR PRINCIPAL PRODUCTS

We may face regulatory actions or other sanctions from regulatory agencies. These regulatory agencies may impose fines and penalties on our operations, limit our operating privileges, delay or restrict the repatriation of the proceeds from this offering, or take other actions that could have a material adverse effect ondeteriorate further, our business, financial condition, results of operations, reputation and prospects,cash flows could be adversely affected.

Employees

We currently have 5 employees, 5 of which are officers and directors of WNLV. We anticipate hiring additional employees in the next twelve months. We anticipate hiring necessary personnel based on an as wellneeded basis only on a per contract basis to be compensated directly from revenues.

Off-Balance Sheet Arrangements

During the years ended December 31, 2021 and December 31, 2020 we did not engage in any off-balance sheet arrangements as defined in item 303(a)(4) of the trading priceCommission’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.

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our common stock. The regulatory agencies also may take actions requiring us, or making it advisable for us, to halt this offering before settlementsenior management, including our Chief Executive Officer and deliveryChief Financial Officer, we evaluated the effectiveness of the common stock offered hereby. Consequently, if you engage in market trading or other activities in anticipation ofdesign and prior to settlement and delivery, you do so at the risk that settlement and delivery may not occur.

Any uncertainties and/or negative publicity regarding this approval requirement could have a material adverse effect on the trading price of our common stock.

GOVERNMENT AND INDUSTRY REGULATION

We will be subject to federal laws and regulations that relate directly or indirectly to our operations including securities laws. We will also be subject to common business and tax rules and regulations pertaining to the operation of our business.disclosure controls and procedures, as defined in Rules 13a-15(e) 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 June 30,2022 we have concluded that our disclosure controls and procedures were not effective

ENVIRONMENTAL LAWSManagement’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 June 30,2022, 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 June 30,2022, 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 Company’s product is bio degradablematters involving internal controls and non-toxic. We do not anticipate any problems with environmental laws.However, as a manufacturer, we are subject to various environmental laws and regulations on air emission, wastewater discharge, solid wastes and noise. Although we believeprocedures that our operations aremanagement 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 substantial compliance with current environmental laws and regulations, we may not be able to comply with these regulations at all times as the environmental legal regime is evolving and becoming more stringent. Therefore, if the government imposes more stringent regulationsineffective oversight in the future, we may have to incur additionalestablishment and potentially substantial costsmonitoring of required internal controls and expenses in order to complyprocedures; (3) inadequate segregation of duties consistent with new regulations, which may negatively affect our resultscontrol objectives; (4) complete lack of operations.  Further, no assurance can be given that all potential environmental liabilities have been identified or properly quantified or that any prior owner, operator, or tenant has not created an environmental condition unknown to us.  If we fail to comply with anymanagement of the present or future environmental regulationscompany from November 2012 until June 30,2022; and (5) lack of disclosure controls. The aforementioned material weaknesses were identified by our Chief Executive and Financial Officer in any material aspects, we may suffer from negative publicity and be subject to claims for damages that may require us to pay substantial fines or haveconnection with the review of our operations suspended or even be forced to cease operations.financial statements as of June 30,2022.

EMPLOYEES AND EMPLOYMENT AGREEMENTS

The Company currently has one full timeManagement 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 two part time employees pending funding.Messrs. Halim, Kruse Cruzthe lack of a majority of outside Directors on our Board of Directors results in ineffective oversight in the establishment and Kruse Velazquez are essential to our ability to continue to grow our business.  Eachmonitoring of these key employees has established relationships within the industries in which we operate. Each of these employees have agreed to non-solicitationrequired internal controls and non-compete restrictions during the course of their employment with us, however, these restrictions only extend for a one year period from termination.  Further, we do not maintain, or intend to maintain, key person life insurance for any of our officers or key employees.  If any of them were to leave us, our growth strategy might be hindered, which could limit our ability to increase revenue. In addition, we face competition for attracting skilled personnel. If we fail to attract and retain qualified personnel to meet current and future needs, this could slow our ability to grow our business,procedures, which could result in a decreasematerial misstatement in market share.our financial statements in future periods.

LEGAL PROCEEDINGSChanges in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the periods ended June 30, 2022 and December 31, 2021, that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

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 not involvedsignificant to understanding our results.

Basis of Presentation

The financial statements of the Company have been prepared in any pending legal proceeding noraccordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and are we awareexpressed in Canadian dollars.

Management’s Representation of any pending or threatened litigation against us.Interim Financial Statements

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The Company’s Common Stock is currently quoted onaccompanying unaudited financial statements have been prepared by the OTC:PK Board.

PENNY STOCK RULES

TheCompany without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Company uses the same accounting policies in preparing quarterly and annual financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These financial statements include all of the adjustments, which in the opinion of management are necessary to a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results for a full year. These financial statements should be read in conjunction with the audited financial statements and notes thereto on December 31, 2020.

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 adopted rulesnot 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, 2021, the balance of cash was $-0-.

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 regulate broker-dealer practicesmight 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.

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, 2021, the balance of accounts receivable was $-0-.

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. 

Our Business

Business Overview

Winvest Group Ltd. (“WNLV” or the “Company”) is a US holding company incorporated in Nevada, which operates through the Company’s wholly-owned subsidiaries TCG and IQI.

TCG

The Catalyst Group Entertainment is a media debt financing company focusing on opportunities comprised of global emerging film, television and media projects. We curate a diverse portfolio of projects that we believe will create profitable and steady returns for investors with an equal focus on capital protection by providing collateralized loans to an asset class that is traditionally not correlated to normal market conditions.

The Catalyst Group Entertainment (hereafter called “TCG”) is a media finance and production company for the media and entertainment sector headed by Joseph S. Lanius, Nick D. Burnett and Khiow H. Lim with over 25 years’ experience in the film industry, encompassing film finance, production and distribution. The TCG team has relationships with movie studios, streaming platforms, agencies, production companies and leading financial institutions.

TCG has a broad range of film finance products and support services to offer established and emerging film production companies, catalyzing both domestic and international filmmakers and producers in the global film markets.

With our experience, networks, relationships and resources, TCG utilizes risk mitigation techniques that could enhance investor protection by financing collateralized debt and gap/mezzanine positions for film, television and other media projects, whilst also occasionally securing net profit participations to enable investors to benefit from potential extraordinary returns generated from TCG financed projects.

The founding team possesses a full breadth of hands-on experience including deal origination, financial structuring, business and legal affairs consulting and film and television production expertise. Within the new emerging digital entertainment market, TCG will not only provide media financing tools but also plans to partner with a distribution aggregator with experienced technology developers and data analysts to facilitate a streaming distribution platform for content creators backed by metrics.

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 major film studios, globally known talent and packaging agencies, and management companies. We also possess a strong network of close relationships with distributors, as well as recognized Sale Agents and banks. These are complemented by an extensive network of family offices, asset managers, hedge funds and a pool of private investors.

The Catalyst Group Entertainment is preparing to commence operations with a soft launch in May 2022.

Independent Film Financing Overview

EQUITY

Equity investment is the last to recoup in the waterfall of revenues for a media project. The equity investors negotiate with producers for a share of net profits, which could be up to 50% depending on the size of the investment for the project. This type of investment is the highest risk & highest potential reward. The production team and overall package of the media project are important factors to help mitigate the risk and optimize the reward.

GAP:

The “gap” position in the waterfall is a form of mezzanine debt financing where the producer wishes to complete their film finance plan by procuring a loan that is secured against the projected estimates of a media project that are provided by the sales and distribution experts within the marketplace for a particular project. This is a type of loan that TCG will provide in the marketplace and generate interest rates of 10-17.5% annually.

PRE-SALES:

Prior to the media project being released, distribution agreements with major studios or film distributors negotiated by producers and sales agents for the media project are made that provide a minimum guarantee or license fee with a negotiated payment structure and backend. The typical payment structure is 10-20% upon signature and 80-90% upon delivery of the finished film to the distributor. TCG will provide pre-sale loans for projects at interest rates between 5-12.5% annually.

SOFT MONEY:

So-called “soft money” can take on a variety of different forms including tax credits, tax rebates and tax allowances, government-backed grants or subsidies, negotiated service discounts and sales of certain rights in the film. The most common form of soft money is in tax incentives, tax rebates, or tax credits that are paid by the government body where the media project is produced. This is generally considered to be highly secured financing and any loans for this type of collateral typically generate interest returns of approximately 8-10% annually.

Deals

When making GAP LOANS: