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: ~~December~~March 913, ~~2024~~2025

(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))

☐ 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: 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 84.01. -Change ~~Other~~in ~~Events~~Registrant’s Certifying Accountant.

~~Winvest~~(a) ~~Group~~Previous ~~Ltd.~~Independent ~~Announces Upgrade to OTCQB Venture Market~~Auditor

On March 13, 2025, the Board of Directors of Winvest Group Ltd. (“the “Company”) isdecided ~~pleased~~ to ~~announce~~conclude ~~that it has been approved to trade on~~ the ~~OTCQB~~engagement ~~Venture~~of ~~Market,~~JWF ~~effective~~Assurance ~~December~~PAC 9,(“Former ~~2024.~~Auditor”) ~~This~~as ~~marks an important milestone for~~ the Company’s asindependent itregistered ~~demonstrates~~public ~~its~~accounting ~~ongoing~~firm, ~~commitment~~effective ~~to higher financial and corporate governance standards~~immediately.

The ~~OTCQB~~Former ~~Venture~~Auditor ~~Market~~performed ~~provides~~quarterly ~~greater~~reviews ~~visibility~~of ~~and access to investors, enhanced liquidity, and increased confidence in~~ the Company’s ~~operations.~~interim ~~Winvest~~financial ~~Group~~statements ~~Ltd.~~for ~~continues~~the toquarters ~~prioritize~~ended ~~transparency~~Q1, ~~compliance~~Q2, and ~~shareholder~~Q3 ~~value~~2024. asHowever, ~~key~~they ~~components~~did not conduct an audit of ~~its~~the ~~strategy~~Company’s financial statements for ~~sustainable~~a ~~growth~~full fiscal year.

~~The~~During ~~Company~~the ~~wishes~~period tofrom ~~thank~~May ~~its shareholders~~14, ~~employees,~~2024 ~~and stakeholders for their support as it progresses~~ to ~~this~~March ~~new~~13, ~~trading~~2025, ~~platform.~~there were:

Forward-Looking Statements

	■	No disagreements with the Former Auditor on any matters of accounting principles, financial statement disclosures, or auditing scope or procedures.
	■	No “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K.

~~This~~The ~~Current~~Company ~~Report~~requested ona ~~Form~~letter ~~8-K~~from ~~contains~~the ~~forward-looking~~Former ~~statements~~Auditor asstating ~~defined~~whether bythey ~~Section~~agree ~~21E~~with of the ~~Securities Exchange Act of 1934. These~~ statements ~~involve~~made ~~risks~~in ~~and~~this ~~uncertainties,~~Form ~~including~~8-K, ~~but~~as ~~not~~required ~~limited~~by ~~to,~~Item ~~the~~304(a)(3) ~~Company’s~~of ~~ability~~Regulation ~~to maintain OTCQB standards and deliver enhanced shareholder value~~S-K. ~~Actual~~The ~~results~~Company ~~may~~has ~~differ~~received ~~materially from~~ the ~~expectations~~letter, ~~expressed~~and ina ~~these~~copy ~~forward-looking~~is ~~statements.~~filed ~~The~~as ~~Company~~Exhibit ~~assumes~~16.1 ~~no obligation~~ to ~~update~~this orForm ~~revise any forward~~8-~~looking statements~~K.

2(b) New Independent Auditor

~~SIGNATURES~~On March 13, 2025, the Board of Directors approved the engagement of J&S Associate PLT (“New Auditor”) as the Company’s independent registered public accounting firm, effective immediately.

~~Pursuant~~During to the ~~requirements~~Company’s oftwo ~~the~~most ~~Securities~~recent ~~Exchange~~fiscal ~~Act~~years ofand ~~1934,~~the subsequent interim period preceding the ~~Registrant~~engagement ~~has~~of ~~duly~~the ~~caused~~New ~~this~~Auditor, ~~Report~~neither tothe beCompany ~~signed~~nor anyone acting on its behalf byhas ~~the~~consulted ~~undersigned~~with ~~hereunto~~the ~~duly~~New ~~authorized.~~Auditor regarding:

	Winvest Group Ltd.
Dated: December 9, 2024	By:	/s/ Jeffrey Wong
		Jeffrey Wong, CEO

	■	The application of accounting principles to a specified transaction;
	■	The type of audit opinion that might be rendered; or
	■	Any disagreements or reportable events under Item 304(a)(1)(iv) and (v) of Regulation S-K.

3Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit 16.1		Letter from JWF Assurance PAC to the Securities and Exchange Commission, dated March 13, 2025.
Exhibit 104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: March 13, 2025	By:	/s/ Jeffrey Wong
		Jeffrey Wong, CEO

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