United States securities and exchange commission logo
May 4, 2023
Jeffrey Wong Kah Mun
Chief Executive Officer
Winvest Group Ltd
50 West Liberty Street, Suite 880
Reno, NV 89501
Re: Winvest Group Ltd
Amendment No. 4 to
Registration Statement on Form S-1
Filed April 18,
2023
File No. 333-267006
Dear Jeffrey Wong Kah Mun:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our March
14, 2023 letter.
Amendment No. 4 to Registration Statement on Form S-1 Filed April 18,
2023
Business Overview, page 2
1. We note your statements
here and in the "Our Business" section starting on page 34, that
state that TCG will
seek to obtain a California Lender License once the company is
adequately funded.
However, we also note your statements that there is no need for
government approval of
principal products and services. Please revise to discuss your
need for the California
Lender License and generally discuss the approval process.
Competitive position in the industry, page 3
2. We note your statement
that "TCG's model sets it apart from 95% of its competitors in the
industry . . . ."
Please state how many competitors TCG has in the industry. Also, provide
Jeffrey Wong Kah Mun
FirstName LastNameJeffrey Wong Kah Mun
Winvest Group Ltd
Comapany
May 4, 2023NameWinvest Group Ltd
May 4,
Page 2 2023 Page 2
FirstName LastName
a source for these statements or characterize them as management's
belief. Additionally,
we note your statement that "TCG does not have to charge high legal
fees unlike the
competitors in the marketplace." If known and material, please state
the estimated savings
to TCG.
Executive Compensation, page 50
3. Please update this section to reflect the executive compensation
received in the last fiscal
year (2022). Refer to Item 402(l) of Regulation S-K.
Certain Relationships and Related Transactions, page 52
4. Please revise to reflect the related party information as of the last
fiscal year. Refer to Item
404(d) of Regulation S-K.
Consolidated Financial Statements, page F-1
5. You provide audited financial statements for the seven-month
transition period ended
December 31, 2021. Since this does not satisfy the requirement for one
fiscal year
pursuant to Rule 3-06 (via Rule 8-01(f)) of Regulation S-X, please
revise your filing to
include audited financial statements for your prior fiscal year ended
May 31, 2021. Refer
to our guidance in Codification of Financial Reporting Policies 102.05
(Financial
Reporting Release 35) and associated interpretations.
Report of Independent Registered Public Accounting Firm, page F-2
6. The audit report provided is for the years ended December 31, 2022 and
2021. Since you
do not present financial statements for the full fiscal year ended
December 31, 2021,
obtain and file an audit report that addresses this period consistent
with the financial
statements presented.
Note 2 - Summary of Significant Accounting Policies, page F-9
7. Please disclose your accounting policy for prepaid expenses and
accrued liabilities. In
doing so, describe the nature of the items included in these line
items. To the extent any
accrued liability item exceeds five percent of total current
liabilities, state the item
separately in accordance with Rule 5-02.20 of Regulation S-X. Consider
stating
separately any prepaid expense item in excess of five percent of total
current assets.
Note 3 - Business Acquisition, page F-12
8. Please ensure you provide the historical financial statements of each
business acquired in
your fiscal 2022 as prescribed by Rule 8-04 of Regulation S-X, audited
as appropriate.
Note 8 - Subsequent Events, page F-14
9. Please provide the disclosure intended here, as nothing is disclosed.
Jeffrey Wong Kah Mun
Winvest Group Ltd
May 4, 2023
Page 3
General
10. We note your response to comment 3 and we reissue it.
In an appropriate place in the Prospectus Summary, please add a
description of your
Common Stock and Series A Preferred Stock.
In an appropriate place the Prospectus Summary and separately, in
the Risk Factors,
please disclose the number of vote per share for your Common Stock
and Series A
Preferred Stock.
You may contact Keira Nakada at 202-551-3659 or Doug Jones at
202-551-3309 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Cara Wirth at 202-551-7127 or Dietrich King at 202-551-8071 with any
other questions.
Sincerely,
FirstName LastNameJeffrey Wong Kah Mun
Division of
Corporation Finance
Comapany NameWinvest Group Ltd
Office of Trade &
Services
May 4, 2023 Page 3
cc: Matt McMurdo
FirstName LastName