UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report: ~~October~~December 309, 2024

(Date of earliest event reported)

Winvest Group Ltd.

(Exact name of registrant as specified in its charter)

Nevada		000-56204		27-2052033
(State of Incorporation)		(Commission File Number)		(IRS EIN)

50 West Liberty Street, Suite 880

Reno, NV 89501

(Address of principal executive offices)

(775) 996-0288

(Registrant’s telephone number, including area code)

(Former name, if changed since last report)

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:

☐	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 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol Name of each exchange on which registered Common Stock WNLV OTC Markets: ~~PINK~~OTCQB

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 38.0201 ~~Unregistered~~- ~~Sales~~Other ~~of Equity Securities~~Events

~~On October 18, 2024,~~ Winvest Group Ltd. ~~(the~~Announces ~~"Company")~~Upgrade ~~rescinded and canceled a total of 175,890,000 shares of common stock and returned 3,517,800 shares of Series A Preferred Stock held by its directors~~ to ~~authorized~~OTCQB ~~shares.~~Venture The cancellation was processed by the transfer agent on October 29, 2024. This transaction was conducted in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933. Market

2Winvest Group Ltd. (“the Company”) is pleased to announce that it has been approved to trade on the OTCQB Venture Market, effective December 9, 2024. This marks an important milestone for the Company as it demonstrates its ongoing commitment to higher financial and corporate governance standards.

~~SIGNATURES~~The OTCQB Venture Market provides greater visibility and access to investors, enhanced liquidity, and increased confidence in the Company’s operations. Winvest Group Ltd. continues to prioritize transparency, compliance, and shareholder value as key components of its strategy for sustainable growth.

~~Pursuant~~The toCompany ~~the~~wishes ~~requirements~~to ofthank ~~the~~its ~~Securities~~shareholders, ~~Exchange Act of 1934~~employees, ~~the~~and ~~Registrant~~stakeholders ~~has~~for ~~duly~~their ~~caused~~support ~~this~~as ~~Report~~it progresses to bethis ~~signed~~new ontrading ~~its behalf by the undersigned hereunto duly authorized~~platform.

	Winvest Group Ltd.
Dated: October 30, 2024	By:	/s/ Jeffrey Wong
		Jeffrey Wong, CEO

Forward-Looking Statements

3This Current Report on Form 8-K contains forward-looking statements as defined by Section 21E of the Securities Exchange Act of 1934. These statements involve risks and uncertainties, including, but not limited to, the Company’s ability to maintain OTCQB standards and deliver enhanced shareholder value. Actual results may differ materially from the expectations expressed in these forward-looking statements. The Company assumes no obligation to update or revise any forward-looking statements.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

	Winvest Group Ltd.

Dated: December 9, 2024	By:	/s/ Jeffrey Wong
		Jeffrey Wong, CEO

Filing Compare · Winvest Group Ltd