An Offering Statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission. Information contained in this Preliminary Offering Circular is subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted before the Offering Statement filed with the Commission is qualified. This Preliminary Offering Circular shall not constitute an offer to sell or the solicitation of an offer to buy nor may there be any sales of these securities in any state in which such offer, solicitation or sale would be unlawful before registration or qualification under the laws of any such state. We may elect to satisfy our obligation to deliver a Final Offering Circular by sending you a notice within two business days after the completion of our sale to you that contains the URL where the Final Offering Circular or the Offering Statement in which such Final Offering Circular was filed may be obtained.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 1-A/A

Amendment No. 1

Subject to Completion, dated April 14, 2026

REGULATION A OFFERING CIRCULAR

UNDER THE SECURITIES ACT OF 1933

Winners, Inc.

a Nevada corporation

401 Ryland Street

Suite 200-A

Reno, NV 89502

Telephone: 917-767-0075

WINNERS, INC.

Maximum combined offering of $5,000,000 consisting of 10,000,000 Shares of Common Stock

WINNERS, INC. (“Winners” or the “Company”) is offering a maximum amount of $5,000,000 of Common Stock (“Stock” or “Shares” on a “no minimum/best efforts” basis (the “Offering”). This offering is being conducted on a “best-efforts” basis, which means that there is no minimum number of Offered Shares that must be sold by us for this offering to close; thus, we may receive no or minimal proceeds from this offering. None of the proceeds received will be placed in an escrow, trust account or other similar arrangement. All proceeds from this offering will become immediately available to us and may be used as they are accepted. Purchasers of the Offered Shares will not be entitled to a refund and could lose their entire investments. Please see the “Risk Factors” section, beginning on page 4, for a discussion of the risks associated with a purchase of the Offered Shares. This Offering will terminate on the earlier of (a) twelve (12) months from the date this Offering Circular is qualified for sale by the Securities Exchange Commission (“SEC”) (which date may be extended for an additional 90 days in our sole discretion); (b) the date when all Shares have been sold; or (c) the date on which this offering is earlier terminated by us, in our sole discretion.

On January 13, 2026, the Company completed a 1:300 reverse stock split in the State of Nevada. The stock split is pending a completed FINRA reverse split corporate action. This offering is based on the post-split price per share and corresponding post-split share counts. Shares purchased under this offering statement will be issued by the Company’s transfer agent after the completed FINRA reverse split corporate action is effectuated in the OTC Marketplace.

This Offering is a fixed price offering of 10,000,000 shares of common stock at the fixed price of $0.50 per share. There is currently no trading market for the shares to be sold in this Offering and there will not be a trading market for such shares upon qualification of this Offering. The offering price of the Shares has been determined by management, and bears no relationship to our assets, book value, potential earnings, net worth or any other recognized criteria of value. We cannot assure that price of the Shares is the fair market value of the Shares or that investors will earn any profit on them.

The Company’s founders, directors and executive officers own or control a majority of the Company and their holdings may increase in the future upon vesting or other maturation of exercise rights under any of the options or warrants they may hold or in the future be granted or if they otherwise acquire additional interest in the Company. The interests of such persons may differ from the interests of the Company’s other stockholders, including purchasers of securities in the offering. As a result, in addition to their board seats and offices, such persons will have significant influence over and control all corporate actions requiring stockholder approval, irrespective of how the Company’s other stockholders, including purchasers in the offering, may vote.

This Offering is being made directly by the Company and is not currently being offered through an underwriter or broker dealer. As a result, the Company does not currently anticipate incurring or paying any sales commissions to any third parties for the sale of this Offering.

Winners, Inc. through its wholly owned subsidiary, MoneyLine Sports, Inc., provides predictive sports analytics and data products for US sports, including NFL, NBA, MLB, and NCAA. Driven by Artificial Intelligence (“AI”), machine learning and blockchain technology, the Company seeks to provide sports fans and bettors an immersive experience using professional wagering tools, streaming sports, data analytics, and GenAI messaging. More information on the Company and products may be found at the Issuer’s corporate website at www.Winnersinc.com.

The Company is a pre-revenue early development-stage company. Our financial results reflect our investment in building out our business model and building our infrastructure of sports technology platforms for revenue-producing initiatives. Our sports technology platforms and mobile applications are designed, developed in-house and distributed from our commercial data capabilities.

Winners, Inc. was originally incorporated in Nevada on August 10, 2007 under its original name Plantation Development and rebranded on December 2, 2020 to Winners, Inc. (OTC: WNRS). On September 30, 2025, Winners, Inc. and MoneyLine Sports, Inc. completed a reorganization and stock purchase agreement by which MoneyLine Sports became a wholly owned subsidiary of Winners, Inc.

This Offering is being conducted on a “best efforts” basis, with no minimum. The following illustrates certain important information regarding the sale of this Offering.

For further information about the Stock being sold in this Offering please see the section entitled The Offering on page 3 below and the section entitled Terms of the Offering on page 13 below.

This Offering is a highly speculative investment and involves a high degree of risk. As a result, this Offering should only be considered by persons who can afford to lose their entire investment.

FOR MORE INFORMATION ABOUT THE RISKS ASSOCIATED WITH THIS OFFERING, PLEASE REVIEW THE “RISK FACTORS” ON PAGES 4 THROUGH 7 OF BELOW.

THIS OFFERING CIRCULAR FOLLOWS THE OFFERING CIRCULAR FORMAT DESCRIBED IN PART II OF SEC FORM 1-A.

THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.

NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”), NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS OFFERING CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

GENERALLY, NO SALE MAY BE MADE TO YOU IN THIS OFFERING IF THE AGGREGATE PURCHASE PRICE YOU PAY IS MORE THAN 10% OF THE GREATER OF YOUR ANNUAL INCOME OR NET WORTH. DIFFERENT RULES APPLY TO ACCREDITED INVESTORS AND NON-NATURAL PERSONS. BEFORE MAKING ANY REPRESENTATION THAT YOUR INVESTMENT DOES NOT EXCEED APPLICABLE THRESHOLDS, WE ENCOURAGE YOU TO REVIEW RULE 251(D)(2)(I)(C) OF REGULATION A. FOR GENERAL INFORMATION ON INVESTING, WE ENCOURAGE YOU TO REFER TO WWW.INVESTOR.GOV.

The date of this Offering Circular is _____, 2026.

ITEM 2. TABLE OF CONTENTS

This summary highlights information contained elsewhere in this Offering Circular and is qualified in its entirety by the more detailed information and financial statements appearing elsewhere or incorporated by reference in this Offering Circular. This summary does not contain all of the information that you should consider before deciding to invest in our securities. You should read this entire Offering Circular carefully, including the “Risk Factors” section, our historical consolidated financial statements and the notes thereto, and unaudited pro forma financial information, each included elsewhere in this Offering Circular. Unless the context requires otherwise, references in this Offering Circular to “the Company,” “we,” “us” and “our” refer to Winners, Inc.

SUMMARY

This summary highlights information contained elsewhere in this offering circular. This summary does not contain all of the information that you should consider before deciding whether to invest in the Shares. You should carefully read this entire offering circular, including the information under the heading “Risk Factors” and all information included in this offering circular.

Issuer

Winners, Inc. provides predictive sports analytics and data products for US sports, including NFL, NBA, MLB, and NCAA. Driven by Artificial Intelligence (“AI”), machine learning and blockchain technology, the Company seeks to provide sports fans and bettors an immersive experience using professional wagering tools, streaming sports, data analytics, and GenAI messaging. More information on the Company and products may be found at the Company’s corporate website at www.Winnersinc.com.

We are a pre-revenue, early development-stage company. Our financial results reflect our investment in building out our business model and building our infrastructure of sports technology platforms for revenue-producing initiatives. Our sports technology platforms and mobile applications are designed, developed in-house and distributed from our commercial data capabilities.

Winners, Inc. was originally incorporated in Nevada on August 10, 2007 under its original name Plantation Development and rebranded on December 2, 2020 to Winners, Inc. (OTC: WNRS). On September 30, 2025, Winners, Inc. and MoneyLine Sports, Inc. completed a reorganization and stock purchase agreement by which MoneyLine Sports became a wholly owned subsidiary of Winners, Inc.

On January 13, 2026, the Company completed a 1:300 reverse stock split in the State of Nevada. The stock split is pending a completed FINRA reverse split corporate action. This offering is based on the post-split price per share and corresponding post-split share counts. Shares purchased under this offering statement will be issued by the Company’s transfer agent after the completed FINRA reverse split corporate action is effectuated in the OTC Marketplace.

The Company is an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has irrevocably elected to avail itself of this exemption from new or revised accounting standards, and, therefore, will not be subject to the same new or revised accounting standards as public companies that are not emerging growth companies.

We are an “emerging growth company”, as defined in the JOBS Act, and, for so long as we are an emerging growth company, are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. These include, but are not limited to:

We may remain an “emerging growth company” until as late as the fiscal year-end following the fifth anniversary of the completion of our IPO, though we may cease to be an emerging growth company earlier under certain circumstances, including if (a) we have more than $1.235 billion in annual revenue in any fiscal year, (b) the market value of our common stock that is held by non-affiliates exceeds $700 million as of any June 30 or (c) we issue more than $1.0 billion of non-convertible debt over a three-year period.

In addition, Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”), for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.

REGULATION A+

We are offering our Shares pursuant to recently adopted rules by the SEC mandated under the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. These offering rules are often referred to as “Regulation A+.” We are relying upon “Tier 1” of Regulation A+, which allows us to offer of up to $20 million in a 12-month period.

In accordance with the requirements of Tier 1 of Regulation A+, we will be required to publicly file annual, semi-annual, and current event reports with the SEC after the qualification of the offering statement of which this Offering Circular is a part.

THE OFFERING

RISK FACTORS

Investing in our Shares involves a high degree of risk. You should carefully consider each of the following risks, together with all other information set forth or incorporated by reference in this Offering Circular, including, but not limited to, the consolidated financial statements and the related notes, before making a decision to buy our securities. If any of the following risks actually occurs, our business could be harmed.

RISK FACTORS REGARDING OUR BUSINESS, INDUSTRY AND STRATEGY

Investments in small businesses and early stage companies are often risky.

Small businesses may depend heavily upon a single customer, supplier, or employee whose departure would seriously damage the company’s profitability. The demand for the Company’s product may be seasonal or be impacted by the overall economy, or the company could face other risks that are specific to its industry or type of business. The Company may also have a hard time competing against larger companies who can negotiate for better prices from suppliers, produce goods and services on a large scale more economically, or take advantage of bigger marketing budgets. Furthermore, a small business could face risks from lawsuits, governmental regulations, and other potential impediments to growth.

The Company has limited operating history.

The Company is still in an early phase and is just beginning to implement its business plan. There can be no assurance that it will ever operate profitably. We have not demonstrated a sustained ability to generate predictable revenue from our products and services. Consequently, any assessment you make about our current business or future success or viability may not be as accurate as it could be if we had a longer operating history. Further, our limited financial track record is of limited reference value for your assessment of our business and future prospects.

Risks and challenges we have faced or expect to face include our ability to:

Our lack of operating history and lack of revenues to date raise the question of whether the Company can continue as a going concern.

Our ability to become a profitable operating company is dependent upon our ability to generate revenues and/or obtain financing adequate to implement our business plan. The Company’s activities since the reorganization and stock purchase of MoneyLine Sports have been focused on organizational and capital planning. The Company has not generated any material revenue. These factors, among others, raise doubt about the ability of the Company to continue as a going concern for a reasonable period. The Company’s continuation as a going concern is dependent upon, among other things, its ability to generate revenues and its ability to obtain capital from third parties. No assurance can be given that the Company will be successful in these efforts. If the Company ceases to continue as a going concern, you will lose your entire investment.

The Company may need additional capital, which may not be available.

The Company may require funds in excess of its existing cash resources to fund operating deficits, develop new products or services, establish, and expand its marketing capabilities, and finance general and administrative activities. Due to market conditions at the time the Company may need additional funding, or due to its financial condition at that time, it is possible that the Company will be unable to obtain additional funding as and when it needs it. Even if the Company is able to obtain capital, it may be on unfavorable terms or terms which excessively dilute then-existing equity holders. If the Company is unable to obtain additional funding as and when needed, it could be forced to delay its development, marketing, and expansion efforts and, if it continues to experience losses, potentially cease operations.

The sports betting marketplace is highly competitive with some other well-known and well-capitalized competitors.

The Company competes against similar products of many large and small companies, including well-known global competitors such as DraftKings, FanDuel, PrizePicks, Underdog. Kalshi, Polymarket and several other startup gaming companies. Certain competitors may have more established relationships and greater financial resources and may use their resources against the Company in a variety of competitive ways, including by acquisitions of companies and technologies, investing aggressively in research and development, and competing aggressively for strategic partners, advertisers, employees, technologies, digital media rights, websites and applications. These competitors may spend more money and time on developing and testing products and services, undertake more extensive marketing campaigns, adopt more aggressive pricing or promotional policies, or otherwise develop more commercially successful products or services than the Company’s, which could negatively impact its business by affecting its ability to attract and retain existing and new sports betting customers.

Most of our competitors and our potential competitors currently have one or more advantages over us, including:

The sports betting marketplace is subject to rapid change and the Company may struggle to evolve quickly.

The sports betting marketplace is continually evolving as new developers and new mobile sports applications become part of our rapidly growing, mobile gaming ecosystem. The Company may not be able to keep pace with the market in its development, testing and deployment of applications and upgrades. The Company may not have the needed resources to respond to change in the marketplace and therefore may not be able to establish itself as a unique leader in sports betting.

We may in the future invest significant resources in developing new products, services and technologies in pursuit of new applications and revenue opportunities that may never materialize.

While our primary focus for the foreseeable future will be on our current products and services, we may invest significant resources in developing new technologies, services, products and offerings. However, we may not realize the expected benefits of these investments, and these anticipated technologies, services, products and offerings, are unproven and may never materialize or be commercialized in a way that would allow us to generate additional revenue streams. Even if such technologies, services, products and offerings become viable in the future, we may be subject to competition from competitors that may have substantially greater monetary and knowledge resources than we have. Such competition or any limitations on our ability to take advantage of such technologies, services, products and offerings could impact our market share, which could have a material adverse effect on our business, financial condition and results of operations.

Reliance on third-party service providers creates risks for the Company.

Some of the Company’s operations depend on third-party service providers to host and deliver products, services, and data. Any interruptions, delays, or disruptions of delivery of such products, services, security, or data, including any privacy breaches or failures in data collection, could expose the Company to liability and harm its reputation.

Our inability to adequately enforce and protect our intellectual property or defend against assertions of infringement could prevent or restrict our ability to compete.

We rely on proprietary knowledge and technology, both internally developed and acquired, in order to maintain a competitive advantage. Our inability to protect and defend against the unauthorized use of these rights and assets could have an adverse effect on our results of operations and financial condition If the protection of our intellectual property rights is inadequate to prevent use or misappropriation by third parties, the value of our company may be diminished, competitors may be able to more effectively mimic our technologies and methods of operations, the perception of our business and service to customers and potential customers may become confused in the marketplace, and our ability to attract customers may be adversely affected.

The Company’s growth relies on market acceptance.

While the Company believes that there will be significant customer demand for its products or services, there is no assurance that there will be broad market acceptance of the Company’s offerings. There may not be broad market acceptance of the Company’s offerings if its competitors offer products or services which are preferred by prospective customers. In such an event, there may be a material adverse effect on the Company’s results of operations and financial condition, and the Company may not be able to achieve its goals.

Future growth of the Company will depend on customer satisfaction with our products and our reputation and image in the marketplace.

The Company expects to compete primarily on the basis of functionality, quality, brand and customer reviews. Any negative publicity stemming from customer dissatisfaction with our products, services, or websites could tarnish our reputation and diminish the value of our brand name. Such repercussions could have a material adverse effect on our business, financial condition, and results of operations.

The Company’s founders, directors and executive officers own or control a majority of the Company.

Additionally, the holdings of the Company’s directors and executive officers may increase in the future upon vesting or other maturation of exercise rights under any of the options or warrants they may hold or in the future be granted or if they otherwise acquire additional interest in the Company. The interests of such persons may differ from the interests of the Company’s other stockholders, including purchasers of securities in the offering. As a result, in addition to their board seats and offices, such persons will have significant influence over and control all corporate actions requiring stockholder approval, irrespective of how the Company’s other stockholders, including purchasers in the offering, may vote, including the following actions:

Such persons’ ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of the Company, which in turn could reduce the Company’s stock price or prevent the Company’s stockholders from realizing a premium over the Company’s stock price.

The Company’s management has broad discretion in how the Company use the net proceeds of an offering.

The Company’s management will have considerable discretion over the use of proceeds from their offering. You may not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately.

Our business depends heavily on our officers and directors.

Our future ability to execute our business plan depends upon the continued service of our Chairman and CEO B. Michael Friedman and Chief Financial Officer Michael Handelman. Both bring specialized knowledge and experience in the products and services of the Company. If we lost the services of one or more of our key personnel, or if one or more of our executive officers or employees joined a competitor or otherwise competed with us, our business may be adversely affected. We cannot assure that we will be able to retain or replace our key personnel.

Our Chief Executive Officer is currently part-time which may adversely affect our business.

Our Chief Executive Officer, B. Michael Friedman, is the CEO of a venture and financial firm. As a part-time CEO, at certain times, he may have limited availability to address urgent needs of the Company compared to a full-time employee. We cannot assure that we will be able to retain him in the part-time position and if he leaves the company may have to supplement with a less skilled individual and his in depth and accumulated knowledge may be lost. His limited work schedule may impact the timing of the development and implementation of strategic planning and analysis. Although he is not engaged in other activities that are competitive with our business, he may face conflicts in time management and allocation which may adversely affect our business.

Our Chief Financial Officer is currently part-time which may adversely affect our business.

Our CFO, Michael Handelman is a financial services provider who owns his own financial services company and is part time. His full-time work is predominately within the finance industry. Although not engaged in other activities that are competitive with our business, he may face conflicts in time management and allocation of time which may adversely affect our business. At certain times, he may have limited availability to address urgent needs of the Company compared to a full-time employee. We cannot assure that we will be able to retain him in his part-time position and may have to supplement with a less skilled individual and lose accumulated knowledge.

Risks Related to Our Common Stock

Our common stock is currently listed on the OTC Marketplace and has experienced limited trading.

Shares available to trade on the OTC Marketplace have been extremely limited as approximately 99% of the Company outstanding stock is restricted from trading under SEC rules. The offering price per share of common stock will be determined by agreement among us and may not be indicative of the price at which shares of our common stock will trade on the OTC Marketplace after this offering. The market price of our common stock may decline below the initial offering price and you may not be able to sell your shares of our common stock at or above the price you paid in this offering.

Our stock price may be volatile and purchasers of our common stock could incur substantial losses.

The market price of our common stock may be highly volatile and may fluctuate or decline substantially as a result of a variety of factors, many of which are beyond our control, including:

You will suffer dilution in the net tangible book value of the Offered Shares you purchase in this offering.

If you acquire any Offered Shares, you will suffer immediate dilution, due to the lower book value per share of our common stock compared to the purchase price of the Offered Shares in this offering. See “Dilution” for a more complete description of how the value of your investment in our shares will be diluted upon completion of this offering.

Risks related to this Offering

There is no minimum capitalization required in this offering.

We cannot assure that all or a significant number of Shares will be sold in this offering. Investors’ subscription funds will be used by us at our discretion, and no refunds will be given if an inadequate amount of money is raised from this offering to enable us to conduct our business. If we raise less than the entire amount that we are seeking in the offering, then we may not have sufficient capital to meet our operating requirements. We cannot assure that we could obtain additional financing or capital from any source, or that such financing or capital would be available to us on terms acceptable to us. Under such circumstances, investors could lose their investment in us. Furthermore, investors who subscribe for Shares in the earlier stages of the offering will assume a greater risk than investors who subscribe for Shares later in the offering as subscriptions approach the maximum amount.

We determined the price of the Shares arbitrarily.

The offering price of the Shares has been determined by management, and bears no relationship to our assets, book value, potential earnings, net worth or any other recognized criteria of value. We cannot assure that price of the Shares is the fair market value of the Shares or that investors will earn any profit on them.

After the completion of this offering, we may be at an increased risk of securities class action litigation.

Historically, securities class action litigation has often been brought against a company following a decline in the market price of its securities. If we were to be sued, it could result in substantial costs and a diversion of management’s attention and resources, which could harm our business.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

We make forward-looking statements under the “Summary,” “Risk Factors,” “Business,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in other sections of this Offering Circular. In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or “continue,” and the negative of these terms and other comparable terminology. These forward-looking statements, which are subject to known and unknown risks, uncertainties and assumptions about us, may include projections of our future financial performance based on our growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. In particular, you should consider the numerous risks and uncertainties described under “Risk Factors.

While we believe we have identified material risks, these risks and uncertainties are not exhaustive. Other sections of this Offering Circular describe additional factors that could adversely impact our business and financial performance. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible to predict all risks and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance, or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. We are under no duty to update any of these forward-looking statements after the date of this Offering Circular or to conform our prior statements to actual results or revised expectations, and we do not intend to do so. You should not rely upon forward-looking statements as predictions of future events.

Forward-looking statements include, but are not limited to, statements about:

We caution you not to place undue reliance on the forward-looking statements, which speak only as of the date of this Offering Circular.

DILUTION

Dilution shows the difference between the price at the time of the offering and the net tangible book value per share immediately after completion of this offering. Net tangible book value is the amount that results from subtracting total liabilities and intangible assets from total assets. Dilution arises mainly as a result of our arbitrarily determined price of the shares being offered. Dilution of the value of the shares, an investor purchase is also a result of the lower book value of the shares held by our existing stockholders.

The price of the current offering is fixed at $0.50 per common share. This price is significantly higher than the price paid by our existing shareholders for common equity. Existing shareholders acquired their 625,060 shares in Winners, Inc. at a price of $0.034. Currently the Company is offering a maximum amount of 10,000,000 shares of Class “A” Common Stock (“Shares”) at the offering price of $0.50 per share. These shares are being offered on a “best efforts” basis with no minimum number of Offered Shares that must be sold by the Company for this offering to close. Assuming the entire sale of the stock in the offering, there will be up to 63,115,625 common shares outstanding. Estimated offering expenses are $115,000. The following table illustrates the per share dilution to the new investors and does not have any effect on the results of any operations subsequent to March [*], 2026.

Dilution Table

PLAN OF DISTRIBUTION

We are offering a maximum amount of 10,000,000 shares of Common Stock (“Shares”) at the offering price of $0.50 per share.

All of our Shares are being offered on a “best efforts” basis under Regulation A+ of Section 3(b) of the Securities Act of 1933, as amended, for Tier 1 offerings. There is no minimum number of Offered Shares that must be sold by us for this offering to close; thus, we may receive no or minimal proceeds from this offering. None of the proceeds received will be placed in an escrow, trust account or similar arrangement. All proceeds from this offering will become immediately available to us and may be used as they are accepted. Purchasers of the Offered Shares will not be entitled to a refund for any reason and could lose their entire investment. Please see the “Risk Factors” section, beginning on page 4, for a discussion of the risks associated with a purchase of the Offered Shares. This Offering will terminate on the earlier of (a) twelve (12) months from the date this Offering Circular is qualified for sale by the Securities Exchange Commission (“SEC”) (which date may be extended for an additional 90 days in our sole discretion); (b) the date when all Shares have been sold; or (c) the date on which this offering is earlier terminated by us, in our sole discretion.

USE OF PROCEEDS

We estimate that the net proceeds we will receive from this offering (if the entire offering is sold) will be approximately $4,885,000.

We plan to use substantially all of the net proceeds from this offering to launch our products and service offerings, hire personnel, for marketing and sales, payment of salaries and for working capital. The Company intends to use the proceeds from this offering to build and grow its current business, as well as to partner with or potentially acquire other businesses within the prediction market sector, focusing on opportunities that enhance our platform’s capabilities, expand our user base, or provide strategic synergies. Our goal is to create a leading prediction market ecosystem, empowering users and driving growth, both organically and potentially through acquisitions. At present the Company is not involved in any discussions or negotiations of any kind with regard to any such potential acquisitions and will initially focus its efforts on building and growing its current business and operations.

If the entire offering is sold, we plan to use the funds as follows:

If not all qualified securities are sold, we plan to phase our spending as follows:

The Company’s management will have considerable discretion over the use of proceeds from their offering. Actual expenditures may differ from what is currently planned. You may not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately.

TERMS OF THE OFFERING

Subscription Period

This Offering will terminate on the earlier of (a) twelve (12) months from the date this Offering Circular is qualified for sale by the Securities Exchange Commission (“SEC”) (which date may be extended for an additional 90 days in our sole discretion); (b) the date when all Shares have been sold; or (c) the date on which this offering is earlier terminated by us, in our sole discretion.

Subscription Procedures

If you decide to subscribe for our Shares in this Offering, you should review your subscription agreement. Completed and signed subscription documents shall be either mailed directly to the Company at Winners, Inc., attn: Michael Friedman, 19505 Biscayne Blvd., Suite 2350, Aventura, FL 33180 or sent via electronic correspondence to info@winnersinc.com.

You shall deliver funds by either check, ACH deposit or wire transfer, pursuant to the instructions set forth in the subscription agreement. If a subscription is rejected, all funds will be returned to subscribers. Upon acceptance by us of a subscription, a confirmation of such acceptance will be sent to the subscriber.

Any potential investor will have ample time to review the subscription agreement, along with their counsel, prior to making any final investment decision. We shall only deliver such subscription agreement upon request after a potential investor has had ample opportunity to review this Offering Circular.

Right to Reject Subscriptions

After we receive your complete, executed subscription agreement and the funds required under the subscription agreement have been transferred to our designated account, we have the right to review and accept or reject your subscription in whole or in part, for any reason or for no reason. We will return all monies from rejected subscriptions immediately to you, without interest or deduction.

Acceptance of Subscriptions

Upon our acceptance of a subscription agreement, we will countersign the subscription agreement and issue the Shares subscribed at closing. Once you submit the subscription agreement and it is accepted, you may not revoke or change your subscription or request your subscription funds. All accepted subscription agreements are irrevocable.

Under Rule 251 of Regulation A, non-accredited, non-natural investors are subject to the investment limitation and may only invest funds which do not exceed ten percent (10%) of the greater of the purchaser’s revenue or net assets (as of the purchaser’s most recent fiscal year end). A non-accredited, natural person may only invest funds which do not exceed ten percent (10%) of the greater of the purchaser’s annual income or net worth (please see below on how to calculate your net worth).

NOTE: For the purposes of calculating your net worth, it is defined as the difference between total assets and total liabilities. This calculation must exclude the value of your primary residence and may exclude any indebtedness secured by your primary residence (up to an amount equal to the value of your primary residence). In the case of fiduciary accounts, net worth and/or income suitability requirements may be satisfied by the beneficiary of the account or by the fiduciary if the fiduciary directly or indirectly provides funds for the purchase of the Offered Shares.

In order to purchase our Shares and prior to the acceptance of any funds from an investor, an investor will be required to represent, to the Company’s satisfaction, that he is either an accredited investor or is in compliance with the ten percent (10%) of net worth or annual income limitation on investment in this Offering.

Investor Suitability Standards

As a Tier 1, Regulation A offering, investors must comply with the 10% limitation to investment in the offering, as prescribed in Rule 251. Under Rule 251 of Regulation A, non-accredited, non-natural investors are subject to the investment limitation and may only invest funds which do not exceed 10% of the greater of the purchaser’s revenue or net assets (as of the purchaser’s most recent fiscal year end). A non-accredited, natural person may only invest funds which do not exceed 10% of the greater of the purchaser’s annual income or net worth (please see below on how to calculate your net worth).

NOTE: For the purposes of calculating your net worth, Net Worth is defined as the difference between total assets and total liabilities. This calculation must exclude the value of your primary residence and may exclude any indebtedness secured by your primary residence (up to an amount equal to the value of your primary residence). In the case of fiduciary accounts, net worth and/or income suitability requirements may be satisfied by the beneficiary of the account or by the fiduciary, if the donor or grantor is the fiduciary and the fiduciary directly or indirectly provides funds for the purchase of the Shares.

The only investor in this offering exempt from this limitation is an accredited investor, an “Accredited Investor,” as defined under Rule 501 of Regulation D. If you meet one of the following tests you qualify as an Accredited Investor:

BUSINESS

Our Company

Issuer

Winners, Inc. provides predictive sports analytics and data products for US sports, including NFL, NBA, MLB, and NCAA. Driven by Artificial Intelligence (“AI”), machine learning and blockchain technology, the Company seeks to provide sports fans and bettors an immersive experience using professional wagering tools, streaming sports, data analytics, and GenAI messaging. More information on the Company and products may be found at the Company’s corporate website at www.Winnersinc.com.

We are a pre-revenue, early development-stage company. Our financial results reflect our investment in building out our business model and building our infrastructure of sports technology platforms for revenue-producing initiatives. Our sports technology platforms and mobile applications are designed, developed in-house and distributed from our commercial data capabilities.

Winners, Inc. was originally incorporated in Nevada on August 10, 2007 under its original name Plantation Development and rebranded on December 2, 2020 to Winners, Inc. (OTC: WNRS). On September 30, 2025, Winners, Inc. and MoneyLine Sports, Inc. completed a reorganization and stock purchase agreement by which MoneyLine Sports became a wholly owned subsidiary of Winners, Inc.

On January 13, 2026, the Company completed a 1:300 reverse stock split in the State of Nevada. The stock split is pending a completed FINRA reverse split corporate action. This offering is based on the post-split price per share and corresponding post-split share counts. Shares purchased under this offering statement will be issued by the Company’s transfer agent after the completed FINRA reverse split corporate action is effectuated in the OTC Marketplace.

The Company intends to use the proceeds from this offering to build and grow its current business, as well as to partner with or potentially acquire other businesses within the prediction market sector, focusing on opportunities that enhance our platform’s capabilities, expand our user base, or provide strategic synergies. Our goal is to create a leading prediction market ecosystem, empowering users and driving growth, both organically and potentially through acquisitions. At present the Company is not involved in any discussions or negotiations of any kind with regard to any such potential acquisitions and will initially focus its efforts on building and growing its current business and operations.

Our Products and Services

DESCRIPTION OF PROPERTY

We do not own any plants or facilities.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Statements in the following discussion and throughout this registration statement that are not historical in nature are “forward-looking statements.” You can identify forward-looking statements by the use of words such as “expect,” “anticipate,” “estimate,” “may,” “will,” “should,” “intend,” “believe,” and similar expressions. Although we believe the expectations reflected in these forward-looking statements are reasonable, such statements are inherently subject to risk and we can give no assurances that our expectations will prove to be correct. Actual results could differ from those described in this registration statement because of numerous factors, many of which are beyond our control. These factors include, without limitation, those described under “Risk Factors.” We undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this registration statement or to reflect actual outcomes. Please see “Forward Looking Statements” at the beginning of this registration statement.

The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes thereto and other financial information appearing elsewhere in this registration statement. We undertake no obligation to update any forward-looking statements in the discussion of our financial condition and results of operations to reflect events or circumstances after the date of this registration statement or to reflect actual outcomes.

Overview

Issuer

Winners, Inc. provides predictive sports analytics and data products for US sports, including NFL, NBA, MLB, and NCAA. Driven by Artificial Intelligence (“AI”), machine learning and blockchain technology, the Company seeks to provide sports fans and bettors an immersive experience using professional wagering tools, streaming sports, data analytics, and GenAI messaging. More information on the Company and products may be found at the Company’s corporate website at www.Winnersinc.com.

We are a pre-revenue, early development-stage company. Our financial results reflect our investment in building out our business model and building our infrastructure of sports technology platforms for revenue-producing initiatives. Our sports technology platforms and mobile applications are designed, developed in-house and distributed from our commercial data capabilities.

Winners, Inc. was originally incorporated in Nevada on August 10, 2007 under its original name Plantation Development and rebranded on December 2, 2020 to Winners, Inc. (OTC: WNRS). On September 30, 2025, Winners, Inc. and MoneyLine Sports, Inc. completed a reorganization and stock purchase agreement by which MoneyLine Sports became a wholly owned subsidiary of Winners, Inc.

On January 13, 2026, the Company completed a 1:300 reverse stock split in the State of Nevada. The stock split is pending a completed FINRA reverse split corporate action. This offering is based on the post-split price per share and corresponding post-split share counts. Shares purchased under this offering statement will be issued by the Company’s transfer agent after the completed FINRA reverse split corporate action is effectuated in the OTC Marketplace.

Emerging Growth Company

We are an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012, as amended, or the JOBS Act. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year following the fifth anniversary of the completion of this offering, (2) the last day of the fiscal year in which we have total annual gross revenue of at least $1.235 billion, as such amount is indexed for inflation every five years by the Securities and Exchange Commission to reflect the change in the Consumer Price Index for All Urban Consumers during its most recently completed fiscal year, (3) the last day of the fiscal year in which we are deemed to be a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, which would occur if the market value of our common stock held by non-affiliates exceeded $700.0 million as of the last business day of the second fiscal quarter of such fiscal year or (4) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. An emerging growth company may take advantage of specified reduced reporting requirements and is relieved of certain other significant requirements that are otherwise generally applicable to public companies. As an emerging growth company,

In addition, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This provision allows an emerging growth company to delay the adoption of some accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

We are also a “smaller reporting company,” as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). To the extent that we continue to qualify as a smaller reporting company after we cease to qualify as an emerging growth company, certain of the exemptions available to us as an emerging growth company may continue to be available to us as a smaller reporting company, including: (i) not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes Oxley Act; (ii) scaled executive compensation disclosures; and (iii) the requirement to provide only two years of audited financial statements, instead of three years.

Results of Operations for the year ended December 31, 2025 (unaudited).

Gross revenue: For the period ending December 31, 2025, gross revenue was $7,850.

General and administrative: The Company incurred $892,720 in selling, general and administrative expenses for the period ending December 31, 2025.

Net Loss: Net loss from continuing operations for the period ending December 32, 2025, was $(884,870).

The table below sets forth line items from the Company’s unaudited Statements of Operations for the period ending December 31, 2025.

Our management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) issued by the Financial Accounting Standards Board (“FASB”). The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported expenses during the reporting periods. Actual results may differ from these estimates under different assumptions or conditions.

While our significant accounting policies are more fully described in the notes to our financial statements appearing elsewhere in this Offering Document, we believe that the accounting policies discussed therein are critical to our financial results and to the understanding of our past and future performance, as these policies relate to the more significant areas involving management’s estimates and assumptions. We consider an accounting estimate to be critical if: (1) it requires us to make assumptions because information was not available at the time or it included matters that were highly uncertain at the time we were making our estimate; and (2) changes in the estimate could have a material impact on our financial condition or results of operations.

Liquidity and Capital Resources

As of December 31, 2025, we had cash of $165 and a working capital deficit of $567,341. During the period ending December 31, 2025, we used approximately $648,468 in cash for operating activities and were provided $646,834 through financing activities. We believe our cash balance is not sufficient to fund our operations for any period of time. We have been utilizing and may utilize funds from our related parties, who have agreed to advance funds to pay for the offering costs, filing fees, and professional fees. We anticipate additional internal financing in the near future or later. This type of financing is expected to be based on similar material terms to the previous loans, in the form of promissory notes and bearing interest at 8% per annum.

Long-term financing beyond the maximum aggregate amount of this offering may be required to expand our business. The exact amount of funding will depend on the scale of our development and expansion. We currently have not planned our expansion, and we have not decided yet on the scale of our development and expansion and on the exact amount of funding needed for our long-term financing. Our business plan includes activities described in the Plan of Operations below.

There is a doubt that we can continue as an ongoing business for the next twelve months unless we obtain additional capital to cover our expenses. This is because we have not generated revenues and no revenue is anticipated until we complete our initial business development. There is no assurance we will ever reach that stage.

Plan of Operations

To meet our need for cash we are attempting to raise money from this offering. We believe that we will be able to raise enough money through this offering to continue our proposed operations. For further information on use of proceeds, please see the section entitled Use Of Proceeds beginning on page 12 of this Offering.

In general, the following key milestones are planned:

Phase One: Product Launch & Regulatory Approval

- Launch prediction sports app in partnership with Polymarket and Kalshi

- Obtain necessary licenses and certifications

- Achieve 10k downloads and $100k revenue

Phase Two: User Acquisition & Growth

- Reach 10k monthly active users

- Achieve $1M monthly revenue

Phase Three: Expansion & Optimization

- Expand to multiple jurisdictions

- Optimize user retention and revenue per user

- Explore strategic partnerships and integrations

Liquidity

The Company currently has no committed sources of funds to achieve the above listed milestones and is totally dependent on funds obtained through this offering and/other financing means to complete and market these products and services. There are no assurances that such funds will be available or available in a timely manner to meet the above milestones and dates. Failure to raise sufficient capital under this offering will negatively impact the ability of the Company to execute on its business plan.

Off-Balance Sheet Arrangements

We have no 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.

Equity-based compensation

None.

Legal Matters

We are not currently party to any legal proceedings and we are not aware of any pending or threatened litigation against us that we believe could have a material adverse effect on our business, operating results or financial condition.

DIRECTORS, EXECUTIVE OFFICERS, AND SIGNIFICANT EMPLOYEES

Directors and Executive Officers

The following table sets forth the name, age, and position of our executive officers and directors. Executive officers are elected annually by our Board of Directors. Each executive officer holds his office until he resigns, is removed by the Board, or his successor is elected and qualified. Directors are elected annually by our shareholders at the annual meeting. Each director holds his office until his successor is elected and qualified or his earlier resignation or removal.

B. Michael Friedman (Chairman and CEO) is our President, Chief Executive Officer and Secretary and has served in that capacity since September 30, 2025, the date of our acquisition of Moneyline Sports Inc., where he also served as CEO since the Company’s inception April 24, 2023. Mr. Friedman has over 20 years’ experience in investment banking and private equity. Mr. Friedman has worked approximately fifty hours per week since September 30, 2025. He is the founder of First Level Capital, LLC, which is a registered venture and financial firm in the U.S. and Canada, and has been its principal and CEO since 2011, Mr. Friedman works with private companies seeking to have their shares publicly traded as well as companies seeking mergers or acquisitions. Mr. Friedman has participated in several syndicate investments and initial public offerings including, but not limited to, Kraken, Klarna, Draft Kings, and Instacart. Mr. Friedman is a graduate of Columbia Business School’s Venture Capital Program.

Currently, Mr. Friedman holds all of our officer positions except the position of CFO. The Company will seek to add additional officer(s) and/or director(s) as and when the proper personnel are located and terms of employment are mutually negotiated and agreed, and we have sufficient capital resources and cash flow to make such offers.

Michael Handelman (CFO and Director) Mr. Handelman became a Director of the Company in August 2020 and was Chairman of the Board of Directors from September 2020 until September 30, 2025. He became CFO of the Company on July 1, 2023 and has been working approximately twenty hours per week since September 30, 2025. Since 1999, Mr. Handelman has owned and operated, a strategic business consulting firm, providing financial strategy and driving sustainable growth for public and private companies involving technical accounting, financial projections and analysis, SEC reporting, equity fundraising, debt restructuring, and corporate governance. Adept at navigating complex financial landscapes and leading cross-functional teams through growth, transformation, and M&A activity. Industries served include sports franchises, manufacturing and distribution, technology, software development, biotechnological life sciences, sports gambling research, data, advice, analysis and predictions, non- profit organizations and financial services. Mr. Handelman is a CPA, holding an inactive license.

Family Relationships

There are no family relationships among any of the directors and executive officers.

Involvement in Certain Legal Proceedings

Our directors and officers have not been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors, nor have been a party to any judicial or administrative proceeding during the past ten years that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws, except for matters that were dismissed without sanction or settlement. Except as set forth in our discussion below in “Certain Relationships and Related Transactions,” our directors and officers have not been involved in any transactions with us or any of our affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the SEC.

Code of Business Conduct and Ethics

To date, we have not adopted a code of business conduct and ethics for our management and employees. We intend to adopt one in the near future.

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

Executive Compensation

¹Neither Mr. Friedman nor Mr. Handelman have received compensation in 2025 as of December 31, 2025.

Employment Agreements

On November 15, 2025, the Company entered into a twelve- month services agreement with Michael Handelman under which he will serve on the Board of Directors and as the Company’s Chief Financial Officer in return for monthly compensation of $2,500 (Two Thousand Five Hundred Dollars) with an increase to $5,000 (Five Thousand Dollars) upon certain Company financing milestones.

On January 1, 2026, the Company entered into a twelve-month employment with Mr. Friedman through its wholly owned subsidiary MoneyLine Sports, Inc. The agreement automatically renews for successive 12-month periods until either party terminates the agreement with or without cause, as defined in the agreement. The employment agreement provides for annual base salary of $120,000, equity awards, paid vacation, reimbursement of reasonable business expenses and eligibility to participate in our benefit plans generally. Mr. Friedman may be eligible under an equity incentive plan yet to be adopted by the Board and approved by the stockholders of the Company entitled to vote thereon, in the amount of $500,000 of equity annually.

The agreement with Mr. Friedman contains severance provisions if he is terminated without cause conditioned upon his execution of a separation agreement including 12 months of monthly base pay, Company payment of COBRA premium, if any, and pro-rated annual bonus. Mr. Friedman will also be required to uphold certain restrictive covenants including non-disparagement, non-solicitation and non-competition.

The agreement provides for 30 (Thirty) day notice for termination with cause as defined in the agreement.

Disputes under the agreement are subject to arbitration.

Outstanding Equity Awards at Fiscal Year End

None.

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS

Principal Stockholders*

The following table sets forth information as to the shares of common stock beneficially owned as of February 28, 2026, by (i) each person known to us to be the beneficial owner of more than 10% of our common stock; and (ii) all of our Directors and Executive Officers as a group. Unless otherwise indicated in the footnotes following the table, the persons as to whom the information is given had sole voting and investment power over the Shares of common stock shown as beneficially owned by them. Beneficial ownership is determined in accordance with Rule 13d-3 under the Exchange Act, which generally means that any shares of common stock subject to options currently exercisable or exercisable within 60 days of the date hereof are considered to be beneficially owned, including for the purpose of computing the percentage ownership of the person holding such options, but are not considered outstanding when computing the percentage ownership of each other person. We currently have no options outstanding.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

On November 15, 2025, the Company entered into a twelve- month services agreement with Michael Handelman under which he will serve on the Board of Directors and as the Company’s Chief Financial Officer in return for monthly compensation of $2,500 (Two Thousand Five Hundred Dollars) with an increase to $5,000 (Five Thousand Dollars) upon certain Company financing milestones. Mr. Handelman will also be eligible to participate in any stock option plan maintained by the Company. At this time the Company does not have a stock option plan although may develop one in the future.

On June 30, 2023, Mr. Handelman was granted 650,000 shares of Series A Convertible Preferred Stock of the Company in settlement of monies owed. On September 30, 2023, he was granted 130,000 shares of Series A Convertible Preferred Stock of the Company in settlement of monies owed. The shares were valued at $0.10 per share and were issued by the Company’s transfer agent on November 12, 2025. On November 18, 2025 Mr. Handelman converted all of his Series A Convertible Preferred Stock shares (including a previous grant of 125,000 Series A Convertible Preferred Stock for a total of 905,000 Series A Convertible Preferred Stock shares) into Common Stock pursuant to the Series A Convertible Preferred Stock Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock.

On January 1, 2026, the Company entered into a twelve-month employment with Mr. Friedmann through its wholly owned subsidiary MoneyLine Sports, Inc. The agreement automatically renews for successive 12-month periods until either party terminates the agreement with or without cause, as defined in the agreement. The employment agreement provides for annual base salary of $120,000, equity awards, paid vacation, reimbursement of reasonable business expenses and eligibility to participate in our benefit plans generally. Mr. Friedman may be eligible under an equity incentive plan yet to be adopted by the Board and approved by the stockholders of the Company entitled to vote thereon, in the amount of $500,000 of equity annually.

The agreement with Mr. Friedman contains severance provisions if he is terminated without cause conditioned upon his execution of a separation agreement including 12 months of monthly base pay, Company payment of COBRA premium, if any, and pro-rated annual bonus. Mr. Friedman will also be required to uphold certain restrictive covenants including non-disparagement, non-solicitation and non-competition.

The agreement provides for 30 (Thirty) day notice for termination with cause as defined in the agreement. Disputes under the agreement are subject to arbitration.

On November 18, 2025, MoneyLine Sports Inc., of which Mr. Friedman is a control person, converted all of its Series A Convertible Preferred Stock shares (a total of 135,887,343,000 Series A Convertible Preferred Stock shares) into Common Stock pursuant to the Series A Convertible Preferred Stock Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock.

The Company will issue 200,000 shares of stock under this Offering to James S. Byrd, P.A., at the price of $.50 per share, as a part of this Offering. The Shares will be issued to James S. Byrd, PA in payment of $100,000 of legal fees for work done on this Offering. The Shares to James S. Byrd, PA will be issued under this Regulation A Offering, once this Offering is qualified.

As of December 31, 2025 the Company has a payable of $376,796 to the CEO of the Company for amounts he has advanced.

DESCRIPTION OF CAPITAL

The following summary is a description of the material terms of our capital stock and is not complete. You should also refer to our articles of incorporation and our bylaws, which are included as exhibits to the offering statement of which this Offering Circular forms a part. All share counts are reported post-split completed in Nevada. A FINRA reverse split corporate action is pending.

General

Our authorized common stock consists of 66,666,667 shares of common stock, par value $0.001. As of the date of this Offering Circular, 53,115,625 shares of our common stock have been granted or purchased, including 45,604,493 officer/director shares. Our common stock is listed on the OTC Marketplace under the trading symbol WNRS.

Shares are broken down as follows:

Officers and Directors Shares Issued – 45,604,493 common shares to Officers and Directors;

Non-Restricted Shares Issued – 410,837 listed on the OTC Marketplace; and

Restricted Shares Issued – 52,704,787 inclusive of the Officer and Director shares.

General

Our authorized common stock consists of 66,666,667 shares of common stock, par value $0.001. The following description of our common stock is intended as a summary only and is qualified in its entirety by reference to our certificate of incorporation and bylaws to be in effect at the closing of this offering, which will be filed as exhibits to this Offering Circular and to the applicable provisions of the Nevada Revised Statutes. As of February 28, 2026, we had 53,115,625 shares of our common stock issued.

Our authorized preferred common stock consists of 160,000,000 shares of Series A Preferred par value $0.001 per share. The following description of our preferred stock is intended as a summary only and is qualified in its entirety by reference to our certificate of incorporation and bylaws to be in effect at the closing of this offering, which will be filed as exhibits to this Offering Circular and to the applicable provisions of the Nevada Revised Statutes. As of February 28, 2026, we have no outstanding preferred shares issued (all having been converted to common).

Common Stock

General. The holders of our Common stock currently have (a) equal ratable rights to dividends from funds legally available therefore, when, as and if declared by our Board of Directors; (b) are entitled to share ratably in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of the affairs of the Company; (c) do not have preemptive, subscriptive or conversion rights and there are no redemption or sinking fund provisions or rights applicable thereto; and (d) are entitled to one non-cumulative vote per share on all matters on which shareholders may vote. Nevada law and our bylaws provide that, at all meetings of the shareholders at which quorum has been attained, a majority of the votes cast shall be sufficient to approve any matter properly brought before the meeting. Nevada law and our bylaws also provide, that any action which may be taken at any annual or special shareholder meeting may be taken without a meeting if the shareholders entitled to vote on the subject, having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting, consent to the action in writing delivered to the Company by any method permitted by statute and in the manner required by the bylaws.

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.

Preemptive Rights. As of the date of this Prospectus, no holder of any shares of our capital stock has preemptive or preferential rights to acquire or subscribe for any unissued shares of any class of our capital stock not otherwise disclosed herein.

Series A Convertible Preferred Stock Designation

The Company is authorized to issue 160,000,000 shares of preferred stock and has designated 160,000,000 preferred shares as Series A convertible preferred stock (the “Series A”).

The Series A has the following rights and privileges as amended:

The Company considered accounting guidance to determine the appropriate treatment of the Series A shares. Accordingly, based on a deemed liquidation provision which causes potential cash redemption of the Series A shares, the Company recorded the issuance of its Series A as temporary equity.

Listing and Transfer Agent

Our common stock is currently listed on the OTCID Marketplace under the trading symbol WNRS. Our transfer agent is the Standard Registrar and Transfer Company.

Limitations on Liability and Indemnification of Officers and Directors

Nevada law authorizes corporations to limit or eliminate (with a few exceptions) the personal liability of directors to corporations and their shareholders for monetary damages for breaches of directors’ fiduciary duties as directors and the personal liability of directors or officers for monetary damages for actions taken as a director or officer, as the case may be unless the individual is adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom to be liable for intentional misconduct, fraud or a knowing violation of law. Nevada law also permits advancement of reasonable expenses to our directors and officers. Nevada law also authorizes corporations to carry directors’ and officers’ insurance for our directors, officers, employees and agents for some liabilities. We do not currently maintain directors’ and officers’ insurance covering certain liabilities that may be incurred by directors and officers in the performance of their duties.

The limitation of liability and indemnification provisions may discourage shareholders from bringing a lawsuit against directors for breach of their fiduciary duty. These provisions may also have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us and our shareholders. In addition, your investment may be adversely affected to the extent that, in a class action or direct suit, we pay the costs of settlement and damage awards against directors and officers pursuant to the indemnification provisions.

There is currently no pending litigation or proceeding involving any of the directors, officers or employees for which indemnification is sought.

In so far as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following is a discussion of certain material U.S. federal income tax consequences of the acquisition, ownership and disposition of shares of our common stock. This discussion is limited to certain U.S. federal income tax considerations to beneficial owners of our common stock who are initial purchasers of such common stock pursuant to this offering and hold the common stock as a capital asset within the meaning of Section 1221 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”). This discussion assumes that any distributions made by us on our common stock and any consideration received by a holder in consideration for the sale or other disposition of our common stock will be in U.S. dollars.

This summary is based upon U.S. federal income tax laws as of the date of this prospectus, which is subject to change or differing interpretations, possibly with retroactive effect. This discussion is a summary only and does not describe all of the tax consequences that may be relevant to you in light of your particular circumstances, including but not limited to the alternative minimum tax, the Medicare tax on certain net investment income and the different consequences that may apply if you are subject to special rules that apply to certain types of investors, including but not limited to:

If a partnership (including an entity or arrangement treated as a partnership or other pass-thru entity for U.S. federal income tax purposes) holds our common stock, the tax treatment of a partner, member or other beneficial owner in such partnership will generally depend upon the status of the partner, member or other beneficial owner, the activities of the partnership and certain determinations made at the partner, member or other beneficial owner level. If you are a partner, member or other beneficial owner of a partnership holding our common stock, you are urged to consult your tax advisor regarding the tax consequences of the acquisition, ownership and disposition of our common stock.

This discussion is based on the Code and administrative pronouncements, judicial decisions and final, temporary and proposed Treasury regulations as of the date hereof, which are subject to change, possibly on a retroactive basis and changes to any of which subsequent to the date of this prospectus may affect the tax consequences described herein. This discussion does not address any aspect of state, local or non-U.S. taxation, or any U.S. federal taxes other than income taxes (such as gift and estate taxes).

We have not sought, and do not expect to seek, a ruling from the U.S. Internal Revenue Service (the “IRS”) as to any U.S. federal income tax consequence described herein. The IRS may disagree with the discussion herein and its determination may be upheld by a court. Moreover, there can be no assurance that future legislation, regulations, administrative rulings or court decisions will not adversely affect the accuracy of the statements in this discussion. You are urged to consult your tax advisor with respect to the application of U.S. federal tax laws to your particular situation, as well as any tax consequences arising under the laws of any state, local or foreign jurisdiction.

THIS DISCUSSION IS ONLY A SUMMARY OF CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS ASSOCIATED WITH THE ACQUISITION, OWNERSHIP AND DISPOSITION OF OUR COMMON STOCK. EACH PROSPECTIVE INVESTOR IN OUR COMMON STOCK IS URGED TO CONSULT ITS OWN TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO SUCH INVESTOR OF THE ACQUISITION, OWNERSHIP AND DISPOSITION OF OUR COMMON STOCK, INCLUDING THE APPLICABILITY AND EFFECT OF ANY U.S. FEDERAL NON-INCOME, STATE, LOCAL and NON-U.S. TAX LAWS.

U.S. Holders

This section applies to you if you are a “U.S. holder.” A U.S. holder is a beneficial owner of our common stock who or that is, for U.S. federal income tax purposes:

Taxation of Distributions. If we pay distributions in cash or other property (other than certain distributions of our stock or rights to acquire our stock) to U.S. holders of shares of our common stock, such distributions generally will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of current and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce (but not below zero) the U.S. holder’s adjusted tax basis in our common stock. Any remaining excess will be treated as gain realized on the sale or other disposition of the common stock and will be treated as described under “U.S. Holders — Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Common Stock” below.

Dividends we pay to a U.S. holder that is a taxable corporation generally will qualify for the dividends received deduction if the requisite holding period is satisfied. With certain exceptions (including, but not limited to, dividends treated as investment income for purposes of investment interest deduction limitations), and provided certain holding period requirements are met, dividends we pay to a non-corporate U.S. holder may constitute “qualified dividend income” that will be subject to tax at the maximum tax rate accorded to long-term capital gains. If the holding period requirements are not satisfied, then a corporation may not be able to qualify for the dividends received deduction and would have taxable income equal to the entire dividend amount and non-corporate U.S. holders may be subject to tax on such dividend at regular ordinary income tax rates instead of the preferential rate that applies to qualified dividend income.

Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Common Stock. Upon a sale or other taxable disposition of our common stock, a U.S. holder generally will recognize capital gain or loss in an amount equal to the difference between the amount realized and the U.S. holder’s adjusted tax basis in the common stock. Any such capital gain or loss generally will be long-term capital gain or loss if the U.S. holder’s holding period for the common stock so disposed of exceeds one year. Long-term capital gains recognized by non-corporate U.S. holders may be eligible to be taxed at reduced rates. The deductibility of capital losses is subject to limitations.

Generally, the amount of gain or loss recognized by a U.S. holder is an amount equal to the difference between (i) the sum of the amount of cash and the fair market value of any property received in such disposition and (ii) the U.S. holder’s adjusted tax basis in its common stock so disposed of. A U.S. holder’s adjusted tax basis in its common stock generally will equal the U.S. holder’s acquisition cost less any prior distributions treated as a return of capital.

Information Reporting and Backup Withholding. In general, information reporting requirements may apply to dividends paid to a U.S. holder and to the proceeds of the sale or other disposition of our common stock, unless the U.S. holder is an exempt recipient. Backup withholding may apply to such payments if the U.S. holder fails to provide a taxpayer identification number, a certification of exempt status or has been notified by the IRS that it is subject to backup withholding (and such notification has not been withdrawn).

Prospective investors should consult their tax advisors regarding the potential application of withholding under FATCA to their investment in our common stock.

ADDITIONAL INFORMATION

We have filed with the SEC a Regulation A Offering Statement on Form 1-A under the Securities Act of 1993, with respect to the Shares offered hereby. This Offering Circular, which constitutes a part of the Offering Statement, does not contain all of the information set forth in the Offering Statement or the exhibits and schedules filed therewith. For further information about us and the Shares offered hereby, we refer you to the Offering Statement and the exhibits and schedules filed therewith. Statements contained in this Offering Circular regarding the contents of any contract or other document that is filed as an exhibit to the Offering Statement are not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the Offering Statement. Upon the completion of this Offering, we will be required to file periodic reports, proxy statements, and other information with the SEC pursuant to the Securities Exchange Act of 1934. The SEC maintains an Internet website that contains reports, proxy statements and other information about issuers, including us, that file electronically with the SEC. The address of this site is www.sec.gov.

WINNERS, INC. AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

For The Years Ended December 31, 2025 and 2024

(unaudited)

INDEX TO UNAUDITED FINANCIAL STATEMENTS

WINNERS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

For The Years Ended December 31, 2025 and 2024

(unaudited)

The accompanying notes are an integral part of the financial statements.

WINNERS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF OPERATIONS

For The Years Ended December 31, 2025 and 2024

(unaudited)

The accompanying notes are an integral part of the financial statements.

WINNERS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF STOCKHOLDER’S EQUITY (DEFICIT)

For The Years Ended December 31, 2025 and 2024

(unaudited)

The accompanying notes are an integral part of the financial statements.

WINNERS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

For The Years Ended December 31, 2025 and 2024

(unaudited)

The accompanying notes are an integral part of the financial statements.

WINNERS, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For The Years Ended December 31, 2025 and 2024

(unaudited)

NOTE 1 – NATURE OF OPERATIONS

Overview

Winners, Inc. (OTC: WNRS) through its wholly owned subsidiary Moneyline Sports Inc., is a provider of next generation predictive sports analytics and data products for US sports including NFL, NBA, MLB, and NCAA. The Company’s core product offering Mevu.com (“me vs u”) is a sports-focused prediction market trading and execution platform in partnership with Kalshi and Polymarket exchanges, which enables fans and traders to participate in transparent, real-time prediction markets including sport matches, crypto markets and US equities.

The Company’s platform in both desk top and mobile application, sits above existing prediction markets, aggregating markets, traders, and liquidity into a single interface and institutional trading infrastructure that will unlock a new category for prediction markets, allowing pro-traders and institutions to participate in this new asset class

On September 30, 2025, the Company entered into under a Reorganization and Stock Purchase agreement with Moneyline Sports, Inc.(Moneyline Sports)(now known as Winners, Inc) whereby Moneyline Sports, Inc shall become a subsidiary of the Company for $200,000 cash and 135,887,343 shares of its Convertible Series A Convertible Preferred Stock, par value of $0.001. The Company accounted for the transaction as a business combination using the acquisition method of accounting in a transaction treated as a reverse recapitalization. At the time of the transaction, Winners had insignificant operations relative to the Moneyline Sports operations acquired and is considered the successor to substantially all of the operations of Moneyline Sports. In the reverse recapitalization, Winners will issue the 135,887,343 shares of Series A, convertible and mandatorily redeemable preferred stock in exchange for 13,588,734,300 of Winners Inc. common stock, representing a change in control of Winners. The transaction also requires a recapitalization of Winners. Since Moneyline Sports acquired a controlling voting interest, it was deemed the accounting acquirer, while Winners was deemed the legal acquirer. The historical financial statements of the Company are those of Moneyline Sports and of the consolidated entities from the date of recapitalization. The Company did not recognize goodwill or any intangible assets in connection with the transaction. Additionally, since the transaction is considered a reverse recapitalization with a public shell corporation, the presentation of pro-forma financial information was not required.

NOTE 2 — GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS

As shown in the accompanying financial statements, as of December 31, 2025, the Company had cash on hand of $165 and a working capital deficit of $ 567,341. During the year ended December 31, 2025, the net loss was $886,322 and net cash used in operating activities was $648,468. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for one year from the issuance of the financial statements.

The Company has incurred significant losses since its inception and has not demonstrated an ability to generate sufficient revenues from the sales of its products or services to achieve profitable operations, but it expects these conditions to improve in the future as it develops its business model. There can be no assurance that profitable operations will ever be achieved, or if achieved, could be sustained on a continuing basis.

The Company’s primary source of operating funds has been derived from revenue generated from sales with additional cash proceeds from the sale of common stock and the issuances of promissory notes and other debt. The Company’s ability to continue its operations is dependent upon its ability to obtain additional capital through public or private equity offerings, debt financings or other sources; however, financing may not be available to the Company on acceptable terms, or at all. The Company’s failure to raise capital as and when needed could have a negative impact on its financial condition and its ability to pursue its business strategy, and the Company may be forced to curtail or cease operations. 

Management’s plans regarding these matters encompass the following actions: (i) pursue additional capital raising opportunities, (ii) implement its business plan to increase revenues; (iii) explore and execute prospective partnering opportunities; and (iv) identify unique market opportunities that represent potential positive short-term cash flow. The Company’s existence is dependent upon management’s ability to develop profitable operations and to obtain additional funding sources. However, the outcome of management’s plans cannot be determined with any degree of certainty.

Accordingly, the accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business for one year from the date the consolidated financial statements are issued. The carrying amounts of assets and liabilities presented in the consolidated financial statements do not necessarily purport to represent realizable or settlement values. The consolidated financial statements do not include any adjustments that might result should the Company be unable to continue as a going concern.

NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company, and its wholly-owned subsidiary Moneyline Sports Inc. (from its date of acquisition of September 30, 2025). All significant intercompany transactions and balances have been eliminated in consolidation.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable consists of amounts held back by our credit card processing company. The Company monitors outstanding receivables based on factors surrounding the credit risk of specific customers, historical trends, and other information. The allowance for doubtful accounts is estimated based on an assessment of the Company’s ability to collect on customer accounts receivable. There is judgment involved with estimating the allowance for doubtful accounts, and if the financial condition of the Company’s customers were to deteriorate, resulting in their inability to make the required payments, the Company may be required to record additional allowances or charges against revenues. The Company has not historically experienced significant credit or collection problems with its customers. At December 31, 2025 and December 31, 2024, respectively, no allowance for doubtful accounts relating to the Company’s accounts receivable was deemed necessary.

Long-Lived Assets

The Company reviews its property and equipment and any identifiable intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The test for impairment is required to be performed by management at least annually. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted operating cash flow expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell. Intangible assets are stated at cost and reviewed annually to examine any impairments, usually assuming an estimated useful life of five to ten years. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings.

Indefinite Lived Intangibles and Goodwill

The Company accounts for business combinations under the acquisition method of accounting in accordance with ASC 805, “Business Combinations,” where the total purchase price is allocated to the tangible and identified intangible assets acquired and liabilities assumed based on their estimated fair values. The purchase price is allocated using the information currently available, and may be adjusted, up to one year from acquisition date, after obtaining more information regarding, among other things, asset valuations, liabilities assumed and revisions to preliminary estimates. The purchase price in excess of the fair value of the tangible and identified intangible assets acquired less liabilities assumed is recognized as goodwill.

The Company tests indefinite lived intangibles and goodwill for impairment in the fourth quarter of each year and whenever events or circumstances indicate that the carrying amount of the asset exceeds its fair value and may not be recoverable.

Revenue Recognition

The Company follows Accounting Standards Codification 606 (“ASC 606”). ASC 606 is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Our revenue is recognized by applying the following five steps: 1) identify the contracts with a customer; 2) identify the performance obligations in the contract; 3) determine the transaction price; 4) allocate the transaction price to the performance obligations; and 5) recognize revenue when (or as) we satisfy a performance obligation. ASC 606 also requires additional disclosure about the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer purchase orders, including significant judgments.

Revenues consist primarily of nonrefundable fees derived from sports advisory services. Other revenues include fees derived from endorsements. All revenue is recognized at the time of transfer of goods or services.

Business Combinations

Our business combinations are accounted for under the acquisition method of accounting in accordance with ASC Topic 805, “Business Combinations” (“ASC 805”). Under the acquisition method, we recognize 100% of the assets we acquire and liabilities we assume, regardless of the percentage we own, at their estimated fair values as of the date of acquisition. Any excess of the purchase price over the fair value of the net assets and other identifiable intangible assets we acquire is recorded as goodwill. To the extent the fair value of the net assets we acquire, including other identifiable assets, exceeds the purchase price, a bargain purchase gain is recognized. The assets we acquire, and liabilities we assume from contingencies, are recognized at fair value if we can readily determine the fair value during the measurement period. The operating results of businesses we acquire are included in our consolidated statement of operations from the date of acquisition.

Business Segments and Concentrations

The Company uses the “management approach” to identify its reportable segments. The management approach requires companies to report segment financial information consistent with information used by management for making operating decisions and assessing performance as the basis for identifying the Company’s reportable segments. The Company manages its business as one reportable segment.

Use of Estimates and Assumptions

Preparing financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates, and those estimates may be material.

Changes in estimates are recorded in the period in which they become known. The Company bases its estimates on historical experience and other assumptions, which include both quantitative and qualitative assessments that it believes to be reasonable under the circumstances.

Significant estimates during the year ended December 31, 2025 and 2024, respectively, include, allowance for doubtful accounts and other receivables, inventory reserves and classifications, valuation of loss contingencies, valuation of stock-based compensation, estimated useful lives related to property and equipment, impairment of intangible assets, implicit interest rate in right-of-use operating leases, uncertain tax positions, and the valuation allowance on deferred tax assets.

Risks and Uncertainties

The Company operates in an industry that is subject to intense competition and changes in consumer demand. The Company’s operations are subject to significant risk and uncertainties including financial and operational risks including the potential risk of business failure.

The Company has experienced, and in the future may experience, variability in sales and earnings. The factors expected to contribute to this variability include, among others, (i) the cyclical nature of the industry, (ii) general economic conditions in the various local markets in which the Company competes, including a potential general downturn in the economy, and (iii) the volatility of prices in connection with the Company’s distribution of the product. These factors, among others, make it difficult to project the Company’s operating results on a consistent basis.

Cash

For purposes of the statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less at the purchase date and money market accounts to be cash equivalents.

At December 31, 2025 and December 31, 2024, respectively, the Company did not have any cash equivalents.

The Company is exposed to credit risk on its cash and cash equivalents in the event of default by the financial institutions to the extent account balances exceed the amount insured by the FDIC, which is $250,000.

At December 31, 2025 and December 31, 2024, respectively, the Company did not experience any losses on cash balances in excess of FDIC insured limits.

Capitalized Software

We capitalize certain costs associated with the development or purchase of internal-use software. The amounts capitalized are included in other noncurrent assets on our balance sheets and are amortized on a straight-line basis over the estimated useful life of the resulting software. As of December 31, 2025, capitalized software totaled $275,000. No amortization expense is recorded until the software is ready for its intended use.

Fair Value of Financial Instruments

The Company accounts for financial instruments under Financial Accounting Standards Board (“FASB”) ASC 820, Fair Value Measurements. ASC 820 provides a framework for measuring fair value and requires disclosures regarding fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, based on the Company’s principal or, in absence of a principal, most advantageous market for the specific asset or liability.

The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs, when determining fair value.

The three tiers are defined as follows:

The determination of fair value and the assessment of a measurement’s placement within the hierarchy requires judgment. Level 3 valuations often involve a higher degree of judgment and complexity. Level 3 valuations may require the use of various cost, market, or income valuation methodologies applied to unobservable management estimates and assumptions. Management’s assumptions could vary depending on the asset or liability valued and the valuation method used. Such assumptions could include estimates of prices, earnings, costs, actions of market participants, market factors, or the weighting of various valuation methods. The Company may also engage external advisors to assist us in determining fair value, as appropriate. Although the Company believes that the recorded fair value of our financial instruments is appropriate, these fair values may not be indicative of net realizable value or reflective of future fair values.

The Company’s financial instruments, including cash, accounts payable and accrued expenses, and accounts payable are carried at historical cost. At December 31, 2025 and December 31, 2024, respectively, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments.

ASC 825-10 “Financial Instruments” allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (“fair value option”). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding financial instruments.

Leases

We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liabilities – current and operating lease liabilities - noncurrent on the balance sheets. The initial lease liability is equal to the future fixed minimum lease payments discounted using the Company’s incremental borrowing rate, on a secured basis. The initial measurement of the right-of-use asset is equal to the initial lease liability plus any initial direct costs.

ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term.

Derivative Liabilities

The Company analyzes all financial instruments with features of both liabilities and equity under FASB ASC Topic No. 480, (“ASC 480”), “Distinguishing Liabilities from Equity” and FASB ASC Topic No. 815, (“ASC 815”) “Derivatives and Hedging”. Derivative liabilities are adjusted to reflect fair value at each reporting period, with any increase or decrease in the fair value recorded in the results of operations (other income/expense) as a gain or loss on the change in fair value of derivative liabilities. The Company uses a binomial pricing model to determine fair value of these instruments.

Upon conversion or repayment of a debt instrument in exchange for shares of common stock, where the embedded conversion option has been bifurcated and accounted for as a derivative liability (generally convertible debt and warrants), the Company records the shares of common stock at fair value, relieves all related debt, derivative liabilities, and any remaining unamortized debt discounts, and where appropriate recognizes a net gain or loss on debt extinguishment (debt based derivative liabilities). In connection with any extinguishments of equity based derivative liabilities (typically warrants), the Company records an increase to additional paid-in capital for any remaining liability balance extinguished.

Equity instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815 are reclassified to liabilities at the fair value of the instrument on the reclassification date.

At December 31, 2025 and December 31, 2024, respectively, the Company had no derivative liabilities.

Original Issue Discounts and Other Debt Discounts

For certain notes issued, the Company may provide the debt holder with an original issue discount. The original issue discount is recorded as a debt discount, reducing the face amount of the note, and is amortized to interest expense over the life of the debt, in the Statements of Operations. 

Additionally, the Company may issue common stock with certain notes issued, which are recorded at fair value. These discounts are also recorded as a component of debt discount, reducing the face amount of the note, and is amortized to interest expense over the life of the debt, in the Statements of Operations. The combined debt discounts cannot exceed the face amount of the debt issued.

Debt Issue Cost

Debt issuance cost paid to lenders, or third parties are recorded as debt discounts and amortized to interest expense over the life of the underlying debt instrument, in the Statements of Operations.

Income Taxes

The Company accounts for income tax using the asset and liability method prescribed by ASC 740, “Income Taxes”. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.

The Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740 “Income Taxes”. Using that guidance, tax positions initially need to be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities.

At December 31, 2025 and December 31, 2024, respectively, the Company had no uncertain tax positions that qualify for either recognition or disclosure in the financial statements.

The Company recognizes interest and penalties related to uncertain income tax positions in other expense. No interest and penalties related to uncertain income tax positions were recorded for the year ended December 31, 2025 and 2024, respectively.

Advertising Costs

Advertising costs are expensed as incurred. Advertising costs are included as a component of general and administrative expense in the statements of operations.

The Company recognized $0 in marketing and advertising costs during the year ended December 31, 2025 and 2024, respectively.

Stock-Based Compensation

The Company accounts for our stock-based compensation under ASC 718 “Compensation – Stock Compensation” using the fair value-based method. Under this method, compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. This guidance establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments.

The Company uses the fair value method for equity instruments granted to non-employees and uses the Black-Scholes model for measuring the fair value of options.

The fair value of stock-based compensation is determined as of the date of the grant or the date at which the performance of the services is completed (measurement date) and is recognized over the vesting periods.

When determining fair value of stock options, the Company considers the following assumptions in the Black-Scholes model:

Basic and Diluted Earnings (Loss) per Share

Basic earnings per share is calculated using the two-class method and is computed by dividing net earnings available to common shareholders by the weighted average number of common shares outstanding and certain other shares committed to be, but not yet issued. Net earnings available to common shareholders represent net earnings to common shareholders reduced by the allocation of earnings to participating securities. Losses are not allocated to participating securities. Common shares outstanding and certain other shares committed to be, but not yet issued, include restricted stock and restricted stock units (“RSUs”) for which no future service is required.

Diluted earnings per share is calculated under both the two-class and treasury stock methods, and the more dilutive amount is reported. Diluted earnings per share is computed by taking the sum of net earnings available to common shareholders, dividends on preferred shares and dividends on dilutive mandatorily redeemable convertible preferred shares, divided by the weighted average number of common shares outstanding and certain other shares committed to be, but not yet issued, plus all dilutive common stock equivalents outstanding during the period (stock options, warrants, convertible preferred stock, and convertible debt).

Preferred shares and unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and, therefore, are included in the earnings allocation in computing earnings per share under the two-class method of earnings per share.

Unvested shares of common stock are excluded from the denominator in computing net loss per share.

Restricted stock and RSUs granted as part of share-based compensation contain nonforfeitable rights to dividends and dividend equivalents, respectively, and therefore, prior to the requisite service being rendered for the right to retain the award, restricted stock and RSUs meet the definition of a participating security. RSUs granted under an executive compensation plan are not considered participating securities as the rights to dividend equivalents are forfeitable.

Recent Accounting Pronouncements

In November 2024, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) No. 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This ASU requires an entity to disclose the amounts of purchases of inventory, employee compensation, depreciation, and intangible asset amortization included in each relevant expense caption. It also requires an entity to include certain disclosures that are already required to be disclosed under current GAAP in the same disclosure. Additionally, it requires an entity to disclose a qualitative description of the amounts remaining in relevant expense captions that are separately disaggregated quantitatively, and to disclose the nature of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. The amendments in the ASU are effective for annual periods beginning after December 15, 2027, and interim reporting periods thereafter beginning after December 15, 2027, with early adoption permitted. An entity may apply the amendments prospectively for reporting periods after the effective date or retrospectively for any or all prior periods presented in the financial statements. This ASU will impact only our disclosures and not our financial condition and results of operations, we are currently evaluating when we will adopt this ASU.

In March 2024, the SEC issued a final rule under SEC Release Nos. 33-11275 and 34-99678, The Enhancement and Standardization of Climate-Related Disclosures for Investors, that would require us to provide climate-related disclosures in our annual reports and registration statements beginning with our annual report for the year ending December 31, 2025. The rule would require disclosure of material climate-related risks, our governance and risk management of climate-related risks and any material climate-related events or goals, greenhouse gas emissions, as well as disclosure of the financial statement effects, such as costs and losses resulting from severe weather events and other natural conditions. In April 2024, the SEC released an order staying this final rule pending judicial review of all of the petitions challenging the rule. We are in the process of analyzing the impact of the rule and related litigation on our disclosures

Reclassifications

Certain reclassifications have been made to the prior years’ data to conform to the current year presentation. These reclassifications had no effect on reported income (losses).

NOTE 4 – RELATED PARTY TRANSACTIONS

Consulting Agreements

During for the year ended December 31, 2025 and 2024, the Company recognized consulting expense – related parties of $125,000, respectively, which is included in selling, general and administrative expenses in the accompanying consolidated statements of operations.

Due from Related Party

As of December 31, 2025 the Company has a payable to the CEO of the Company of $376,796 for amounts advanced to the wholly owned subsidiary, Moneyline Sports, Inc.

NOTE 5– INTANGIBLE ASSETS

Intangible assets are assets, excluding financial assets, that lack physical substance. Intangible assets are measured at fair value and are tested for impairment annually. Intangible assets are amortized on a straight-line basis over their estimated useful lives once they are ready for intended use. The Company’s intangible assets consist of acquired software technology.

As of December 31, 2025, intangible assets, net consists of the following:

Playbook Sports Asset Purchase

On October 18, 2023, The Company entered into an agreement with Playbook Sports to purchase certain intellectual assets, as listed below:

1) Playbook Sports (“Playbook”) mobile application and platform, a Fantasy Sports application, and other similar property associated with the Playbook platform, including but not limited to: (a) All intellectual property, source code for the Playbook platform to be rebranded as “Moneyline Sports Playbooks” for the benefit of the parties, and (b) All technology partners, contracts, affiliate agreements, databases and client lists.

2) Ownership of any existing repositories and/or source code for both new and old content, and/or plugins associated with the Playbook platform.

The consideration for this transaction included the following:

1) A payment in the amount of 500,000 shares, valued at $0.50 per share

2) Cash of $25,000, deliverable on the final phase of Beta testing of the Playbook App.

3) 10% revenue share interest of the hosted platform for three years.

As of December 31, 2025, the Playbook mobile application is not yet in use by the Company due to programming updates that would improve app store downloads and app performance. As the application is not in use, there has been no amortization expense recognized for the period ended December 31, 2025. Once the Playbook application is in use, it will be amortized on a straight-line basis over seven years.

NOTE 6 – NOTES PAYABLE

As of December 31, 2025, the Company issued Simple Agreements for Future Equity (“SAFEs”) and received gross proceeds of $65,000. The Safes entitle the holders to receive shares of the company’s equity upon the occurrence of certain triggering events, including a qualified equity financing, change in control, or initial public offering, in accordance with the terms of the agreements.

The SAFEs do not bear interest, have no stated maturity date. The Company evaluated the SAFEs under ASC 480 and 815 and determined that the instruments meet the criteria for equity classification. Accordingly, the proceeds were recorded with in paid in capital on the Company’s balance sheet.

NOTE 7 – COMMITMENTS AND CONTINGENCIES

Legal Matters

From time to time, the Company may be involved in litigation relating to claims arising out of operations in the normal course of business. At December 31, 2025, there were no other pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of the Company’s consolidated operations and there are no proceedings in which any of the Company’s directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to the Company’s interest.

Consulting Agreements

On July 1, 2023, the Company entered into an employment agreement with Michael Handelman to become the Chief Financial Officer of Winners, Inc. The term of the agreement is for three years with a quarterly compensation of $5,000. On November 15. 2025, Mr. Handelman entered into a new employment agreement for a 12 month period whereby he shall receive $2,500 a month in compensation for the first ninety (90) days as fractional CFO and Board of Director beginning thirty (30) days from the execution of this Agreement. Upon bridge financing or approval of REG A Financing of no less than $250,000, CFO shall receive $5,000 monthly as CFO for the term of this agreement.

NOTE 8 –SERIES A CONVERTIBLE PREFERRED STOCK

Series A Convertible Preferred Stock Designation

The Company is authorized to issue 160,000,000 shares of preferred stock and has designated 9,000,000 preferred shares as Series A convertible preferred stock (the “Series A”).

The Series A has the following rights and privileges as amended:

The Company considered accounting guidance to determine the appropriate treatment of the Series A shares. Accordingly, based on a deemed liquidation provision which causes potential cash redemption of the Series A shares, the Company recorded the issuance of its Series A as temporary equity.

As of December 31, 2025 there are no outstanding preferred shares.

NOTE 9 – SUBSEQUENT EVENTS

In preparing these financial statements, the Company has evaluated events and transaction for potential recognition or disclosure through February 25, 2026, the date the financial statements were available to be issued and it has determined that it has no material subsequent events to disclose in these unaudited consolidated financial statements.

On January 1, 2026, the Company entered into a twelve-month employment with Mr. B. Michael Friedman as its CEO, through its wholly owned subsidiary MoneyLine Sports, Inc. The agreement automatically renews for successive 12-month periods until either party terminates the agreement with or without cause, as defined in the agreement. The employment agreement provides for annual base salary of $120,000, equity awards, paid vacation, reimbursement of reasonable business expenses and eligibility to participate in our benefit plans generally. Mr. Friedman may be eligible under an equity incentive plan yet to be adopted by the Board and approved by the stockholders of the Company entitled to vote thereon, in the amount of $500,000 of equity annually

.

On January 13, 2026, the Company effected a 300-for-1 reverse stock split of its common shares (the “Reverse Split”). As a result of the Reverse Split, every 300 shares of issued and outstanding common shares were combined into one share. No fractional shares will be issued; holders of fractional shares received cash in lieu of fractional shares based on the closing market price on the effective date. The Reverse Split reduced the number of outstanding shares of common shares by a factor of 300 and proportionally increased the per-share information. The authorized number of shares of preferred shares was unchanged. The Reverse Split did not change the par value per share of common shares (remained $.001par value). All per-share amounts and share counts presented in the consolidated financial statements and notes have been adjusted retrospectively for all periods presented to reflect the 300-for-1 reverse stock split.

WINNERS, INC. AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

For The Years Ended December 31, 2024 and 2023

(unaudited)

INDEX TO UNAUDITED FINANCIAL STATEMENTS

WINNERS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

For The Years Ended December 31, 2024 and 2023

(unaudited)

The accompanying notes are an integral part of the financial statements.

WINNERS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF OPERATIONS

For The Years Ended December 31, 2024 and 2023

(unaudited)

The accompanying notes are an integral part of the financial statements.

WINNERS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF STOCKHOLDER’S EQUITY (DEFICIT)

For The Years Ended December 31, 2024 and 2023

(unaudited)

The accompanying notes are an integral part of the financial statements.

WINNERS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

For The Years Ended December 31, 2024 and 2023

(unaudited)

The accompanying notes are an integral part of the financial statements.
 

WINNERS, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For The Years Ended December 31, 2024 and 2023

(unaudited)

NOTE 1 – NATURE OF OPERATIONS

Overview

Winners, Inc. (“Winners”) and its operating subsidiaries (collectively, “we”, “us”, “our” or the “Company”) provides mobile and online sports advisory services within the sports wagering industry including analysis, research, data, guidance, and handicapping advice to sports bettors.

On August 11, 2020, Winners, Inc. acquired approximately 97% of VegasWinners, Inc. in a reverse recapitalization.

On August 2, 2022 (the “Acquisition Date”), the Company completed the acquisition of 100% of the issued and outstanding membership interests of Golf Longshots, LLC, a Florida limited liability company (“Golf Longshots”), from its members pursuant to the terms and conditions of a Reorganization and Membership Interest Purchase Agreement entered into among the Company and the Golf Longshots members on the Closing Date. Golf Longshots is an internet/online subscription-based company that gives weekly advice on sports picks for fantasy and sports betting with an online platform and mobile app. On June 30, 2023 the Company and Golf Longshots entered into a mutual release whereby Golf Longshots has decided to foreclose on its pledge and effectively terminated the purchase agreement and the Company returned all assets and liabilities associated with Golf Longshots back to is former owner.

NOTE 2 — GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS

As shown in the accompanying financial statements, as of December 31, 2024, the Company had cash on hand of $2,113 and a working capital deficit of $304,211. During for the year ended December 31, 2024, the net loss attributed to common stockholders was $273,363 and net cash used in operating activities was $3,949. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for one year from the issuance of the financial statements.

The Company has incurred significant losses since its inception and has not demonstrated an ability to generate sufficient revenues from the sales of its products or services to achieve profitable operations, but it expects these conditions to improve in the future as it develops its business model. There can be no assurance that profitable operations will ever be achieved, or if achieved, could be sustained on a continuing basis.

The Company’s primary source of operating funds has been derived from revenue generated from sales with additional cash proceeds from the sale of common stock and the issuances of promissory notes and other debt. The Company’s ability to continue its operations is dependent upon its ability to obtain additional capital through public or private equity offerings, debt financings or other sources; however, financing may not be available to the Company on acceptable terms, or at all. The Company’s failure to raise capital as and when needed could have a negative impact on its financial condition and its ability to pursue its business strategy, and the Company may be forced to curtail or cease operations. 

Management’s plans regarding these matters encompass the following actions: (i) pursue additional capital raising opportunities, (ii) implement its business plan to increase revenues; (iii) explore and execute prospective partnering opportunities; and (iv) identify unique market opportunities that represent potential positive short-term cash flow. The Company’s existence is dependent upon management’s ability to develop profitable operations and to obtain additional funding sources. However, the outcome of management’s plans cannot be determined with any degree of certainty.

Accordingly, the accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business for one year from the date the consolidated financial statements are issued. The carrying amounts of assets and liabilities presented in the consolidated financial statements do not necessarily purport to represent realizable or settlement values. The consolidated financial statements do not include any adjustments that might result should the Company be unable to continue as a going concern.

NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company, its majority owned (approximately 97%) subsidiary VegasWinners, Inc. All significant intercompany transactions and balances have been eliminated in consolidation.

The non-controlling interest in Vegas Winners (“VWI”) is reported as non-controlling interest in subsidiary, which is included in stockholders’ equity (deficit) in the accompanying unaudited consolidated balance sheet. This non-controlling interest represents stockholders who acquired shares of VWI prior to the reverse recapitalization, but whose shares were not exchanged in the reverse recapitalization in August 2020.

On August 2, 2022 (the “Acquisition Date”), the Company completed the acquisition of 100% of the issued and outstanding membership interests of Golf Longshots, LLC, a Florida limited liability company (“Golf Longshots”), from its members pursuant to the terms and conditions of a Reorganization and Membership Interest Purchase Agreement entered into among the Company and the Golf Longshots members on the Closing Date. Golf Longshots is an internet/online subscription-based company that gives weekly advice on sports picks for fantasy and sports betting with an online platform and mobile app. On June 30, 2023 the Company and Golf Longshots entered into a mutual release whereby Golf Longshots has decided to foreclose on its pledge and effectively terminated the purchase agreement and the Company returned all assets and liabilities associated with Golf Longshots back to is former owner.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable consists of amounts held back by our credit card processing company. The Company monitors outstanding receivables based on factors surrounding the credit risk of specific customers, historical trends, and other information. The allowance for doubtful accounts is estimated based on an assessment of the Company’s ability to collect on customer accounts receivable. There is judgment involved with estimating the allowance for doubtful accounts, and if the financial condition of the Company’s customers were to deteriorate, resulting in their inability to make the required payments, the Company may be required to record additional allowances or charges against revenues. The Company has not historically experienced significant credit or collection problems with its customers. At December 31, 2024 and 2023, respectively, no allowance for doubtful accounts relating to the Company’s accounts receivable was deemed necessary.