UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): June 13, 2022
Winvest Group Ltd.
(Exact name of registrant as specified in its charter)
| Nevada | 000-56204 | 27-2052033 | ||
(State
or other jurisdiction |
(Commission |
(IRS
Employer |
50 West Liberty Street Suite 880, Reno NV 89501
(Address of principal executive offices (zip code))
(775) 996-0288
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a - 12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13d-4(c)) |
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common stock
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common stock, $0.001 par value per share | WNLV | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 13, 2022, the Board of Directors of Winvest Group Limited (the “Company”) appointed Khiow Hui Lim to the Corporation’s Board of Directors.
Ms. Khiow Hui Lim, age 48, Co-founder and executive producer of TCG and IQI, hail from Melaka, Malaysia, Khiow Hui Lim began her career at the Media Resources Center in Wichita, Kansas, which was a subsidiary and syndication station of The Discovery Channel. Starting as a production assistant, she rose to become a segment producer and eventually a full-fledged producer for the station. In 1997, Khiow Hui Lim was hired by Fox Television Network (FOX 24/UPN), now a division of iHeart MEDIA, to produce and direct public service announcements (PSAs) for the Midwest region. In 2011, Khiow Hui Lim founded iQiMedia that helps advertising agencies, new media companies and S&P 500 to create intuitive experiences for a diverse range of new emerging media. She has worked with global renown advertising agencies, new media companies and managed brands like AIG, AT&T, Toyota, Caesars Entertainment Corporation, Tencent, Apple, Sony Entertainment, Ogilvy, Dentsu and more. At IQI, she has managed feature film production, commercial and interactive development, budgets of up to $40 million and overseen union production crews of more than 80 people. A native of Malaysia, Khiow Hui Lim holds a BA in Electronic Arts from Wichita State University. Khiow Hui Lim also one of the core production team players at Miles Partnership for the VisitTheUSA.com—the official tourism bureau for the United States—helping to deliver tailored content for the both domestic and international Asian market. In 2016, Khiow Hui Lim produced her first feature film, Alien Code, a sci-fi thriller starring Mary McCormack, Azura Skye, Richard Schiff and Kyle Gallner. Now available on most streaming platforms. Other Hollywood credits include projects like Sony PlayStation 2’s Rise to Honor–Jet Li, the SAG Awards’ Hollywood Hits Broadway segment and post-production editorial work on Resident Evil 5 & 6 and the Oscar-winning film Crash.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
| (d) | Exhibits. |
| Exhibit Number | Description | |
| 99.1 | Resolutions for appointment of director |
1
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
WINVEST GROUP LTD. | ||
| Date: June 14, 2022 | /s/ Jeffrey Wong Kah Mun | |
| By: | Jeffrey Wong Kah Mun, Chief Executive Officer | |
2
Exhibit 99.1
WINVEST GROUP LTD.
UNANIMOUS WRITTEN CONSENT OF THE
BOARD OF DIRECTORS
IN LIEU OF A SPECIAL MEETING
Dated as of June 13, 2022
The undersigned, being all of the members of the Board of Directors, (the “Board”) of Winvest Group Ltd., a corporation formed under the laws of Nevada (the “Corporation”), acting pursuant to the provisions of Section 78.31 5 of the Nevada Revised Statutes and the Corporation’s By-laws does hereby waive all notice of the time, place and purpose of a special meeting and hereby consent and agree to the adoption of the following resolutions, with the same force and effect as if made at a duly convened and held meeting of the Board:
WHEREAS, the Board has determined that it is advisable and in the best interest of the Corporation for it to appoint Khiow Hui Lim as a member of the Board of Directors;
NOW, THEREFORE, BE IT:
RESOLVED, that the Corporation appoint Khiow Hui Lim to the Corporation’s Board of Directors;
| Article I. | General Resolutions |
RESOLVED, that the proper officers of the Corporation be and each of them hereby is, empowered to approve or authorize, as the case may be, such further action and the preparation, execution, and delivery of al I such further instruments and documents in the name and on behalf of the Corporation, and to pay all such expenses and taxes, as in their judgment shall be necessary, proper, or advisable in order to carry out the intent and accomplish the purposes of the foregoing resolutions; and be it further
RESOLVED, that as used in the foregoing resolutions, the term “the proper officers” of the Corporation shall mean the President, Chief Executive Officer and Chief Financial Officer of the Corporation and each of them, and with respect to matters involving only certification, attestation or countersignatures, any Secretary or Assistant Secretary of the Corporation; and that the proper officers of the Corporation be, and each of them acting alone hereby is, authorized and empowered, acting in the name and on behalf of the Corporation, to take such action and to execute and deliver all agreements, documents, and instruments referred to expressly or generally in the preceding resolutions, and any amendments, supplements, or modifications to any of such agreements, documents, and instruments; such actions, agreements, documents, instruments, amendments, supplements, and modifications shall be in such form and substance as the proper officer executing the same may, in his or her sole discretion deem to be in the best interest of the Corporation in connection with or arising out of the actions contemplated by the foregoing resolutions; and be it further
RESOLVED, that any and all actions heretofore taken by the directors or the proper officers of the Corporation on behalf of the Corporation in furtherance of the actions authorized or contemplated by these foregoing resolutions be, and they hereby are, ratified, affirmed and approved in all respects, including, without limitation, the execution and delivery of any documents and instruments, including amendments, supplements, or modifications thereto as have been necessary or appropriate in order to effectuate the actions contemplated by the foregoing resolutions; and be it further
RESOLVED, that this Unanimous Written Consent of the Board in Lieu of a Special Meeting may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument, and be it further
RESOLVED, that this Unanimous Written Consent of the Board in Lieu of a Special Meeting shall be filed with the minutes of meetings of the Board and shall be treated for all purposes as action taken at a meeting.
IN WITNESS WHEREOF, the undersigned, by affixing their signatures hereto, do hereby consent to, authorize and approve the foregoing actions in their capacity as members of the Board of Directors of Winvest Group Ltd.
| DIRECTORS | |
| /s/ Wan Nyuk Ming | |
| Wan Nyuk Ming, Chairman of the Board | |
| /s/ Ng Chian Yin | |
| Ng Chian Yin, Managing Director | |
| /s/ Jeffrey Wong Kah Mun | |
| Jeffrey Wong Kah Mun, CEO, Director |
| AGREED AND ACCEPTED: | |
| /s/ Lim, Khiow Hui | |
| Lim, Khiow Hui |