10-K: Winning Catering Group Shifts to F&B, Becomes Shell Company

Winning Catering Group, Inc. has transitioned from real estate to a shell company status, pending a merger with Hong Kong-based Wing Nin catering business, following a significant asset distribution.

Summary

• Winning Catering Group, Inc. (formerly LiquidValue Development Inc.) completed the distribution of Alset Real Estate Holdings Inc., which held substantially all of its assets and liabilities, to its shareholders on August 18, 2025.
• The distribution, valued at approximately $34.8 million as of August 15, 2025, resulted in the company becoming a shell company.
• The company entered into an Acquisition Agreement on May 30, 2025, to merge with Winning Catering Management Limited (Winning Group), a Hong Kong food and beverage brand known as Wing Nin.
• Post-merger, Winning Holdings Limited is expected to own approximately 80% of the company's issued and outstanding shares, with existing stockholders retaining 15% and Pure Talent Group Limited owning 5%.
• Revenue plummeted from $16,767,986 in 2024 to $21,290 in 2025, primarily due to the sale of all remaining real estate lots in 2024 and the subsequent asset distribution.
• The company reported a net loss of $981,966 for the year ended December 31, 2025, a significant decline from a net income of $6,673,727 in 2024.
• Total assets decreased drastically from $38,792,674 in 2024 to $5,912 in 2025, and total liabilities reduced from $2,991,375 to $0 over the same period.
• Cash resources are minimal at $5,912 as of December 31, 2025, raising substantial doubt about the company's ability to continue as a going concern without additional capital or the planned merger.
• The company had no full-time employees as of December 31, 2025, down from six in 2024, with much of its work handled by contractors.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this filing with low sentiment due to the company's current shell status, significant financial deterioration post-asset distribution, and the inherent uncertainties surrounding the completion and integration of the proposed merger into a completely new industry.

Positives

• The company successfully divested its real estate assets through a special dividend, streamlining its structure for the upcoming merger.
• The planned merger with Winning Catering Management Limited (Wing Nin) provides a clear strategic direction and a new business operation in the food and beverage industry.
• Total liabilities were reduced to $0 as of December 31, 2025, following the asset distribution.

Negatives

• Revenue declined sharply from $16,767,986 in 2024 to $21,290 in 2025, reflecting the cessation of real estate sales.
• The company incurred a net loss of $981,966 in 2025, a reversal from a net income of $6,673,727 in 2024.
• Total assets decreased significantly to $5,912 as of December 31, 2025, leaving the company with minimal operational resources.
• The company is considered a shell company with no material operations or sources of revenue, leading to substantial doubt about its ability to continue as a going concern.
• Disclosure controls and procedures were deemed ineffective due to limited staff, constituting a material weakness in internal control over financial reporting.

Risks

• The company's success is highly dependent on retaining key personnel, and the failure to do so could materially adversely affect business and financial condition.
• Failure to effectively manage growth during the expansion of operations could harm future business results and strain managerial and operational resources.
• Members of management, including Co-Chief Executive Officers, have competing demands on their time and primarily reside and work in Asia, potentially limiting their involvement in U.S. real estate projects.
• Shareholders may face difficulties enforcing U.S. judgments against non-U.S. resident directors and officers whose assets are located outside the United States.
• Concentration of common stock ownership by the majority shareholder (Winning Holdings will own 80% post-merger) will limit other investors' influence over significant corporate decisions.
• The relationship with the majority shareholder and its affiliates may be perceived as less favorable than terms obtainable from third parties, potentially impacting stock price.
• There is no active public trading market for the company's common stock, and there is no assurance one will develop, potentially limiting liquidity for investors.
• Future issuance of additional shares of common stock could dilute existing shareholders' ownership interests.
• The company does not intend to pay dividends in the foreseeable future, which may deter some investors.
• Limitations on liability for officers, directors, and employees under Nevada law and indemnification rights could result in substantial company expenditures and discourage lawsuits.

Future Outlook

The company's future outlook is entirely dependent on the successful consummation of the planned merger with Winning Catering Management Limited. Management views this merger as the strategy to secure new business operations and address the substantial doubt about the company's ability to continue as a going concern. The transaction had not been completed as of the filing date, and the company currently has no material operations or sources of revenue.

Management Comments

• "The planned merger represents managements strategy to secure a new business operation and address the substantial doubt regarding the Companys ability to continue as a going concern."
• "While management is actively pursuing completion of the merger, the transaction had not been consummated as of the issuance date of this Annual Report on Form 10-K and, therefore, does not currently alleviate the substantial doubt about the Companys ability to continue as a going concern."
• "We continue taking steps to enhance and improve the design of our internal controls over financial reporting. During the period covered by this Annual Report on Form 10-K, we have not been able to completely remediate the material weaknesses identified above. To remediate such weaknesses, we plan to appoint additional qualified personnel with financial accounting, GAAP, and SEC experience."

Industry Context

StockSavvy.ai notes that Winning Catering Group, Inc.'s strategic pivot from real estate development to the food and beverage sector, specifically catering, represents a complete transformation of its business model. This move is highly unusual for a publicly traded company, especially one that has become a shell company. The previous real estate operations, focused on land subdivision in Texas and Maryland, were winding down, culminating in the sale of all available lots by the end of 2024. The acquisition of Wing Nin, a well-established Hong Kong F&B brand, positions the company in a new, competitive industry. This transition contrasts sharply with typical industry trends where companies usually expand within their core competencies or related sectors. The success of this pivot will depend heavily on the management's ability to integrate and grow the new catering business, a sector with different market dynamics, supply chains, and regulatory environments compared to real estate.

Comparison to Industry Standards

• The company's financial performance in 2025, characterized by minimal revenue ($21,290) and a net loss, is not comparable to industry standards for active real estate development or catering companies, as it operated as a shell company for a significant portion of the year.
• The complete divestiture of real estate assets and the shift to a shell company status make direct comparisons to traditional real estate developers like Lennar Corporation or D.R. Horton, or even regional developers, irrelevant for 2025.
• In the context of the future catering business (Wing Nin), a comparison would typically involve metrics like revenue per outlet, gross margins on food sales, and expansion rates against established F&B chains in Hong Kong or similar markets, such as Maxim's Caterers Limited or Cafe de Coral Holdings Limited. However, no such metrics are available for Winning Catering Group, Inc. in this filing.
• The company's current cash position of $5,912 is significantly below the liquidity benchmarks for operational companies in any industry, highlighting the critical need for the merger to close.

Corporate Governance

Related Party Transactions

• The company received repayment of $2,030,000 from SeD Intelligent Home Inc. (majority shareholder) during 2025. As of December 31, 2024, SeD Intelligent Home owed $12,192,866 to the company.
• MacKenzie Equity Partners, LLC, an entity owned by Director Charles MacKenzie, received $250,000 in consulting fees in 2025 and $360,000 in 2024 for services related to property and project management.
• The company holds a note receivable from Alset Inc. (ultimate corporate parent) for $11,350,933, bearing 7.2% interest and maturing on January 13, 2028. Interest income of $508,273 was recognized in 2025 and $819,506 in 2024.
• Fai H. Chan (Co-CEO, Chairman), Moe T. Chan (Co-CEO, Director), and Alan W. L. Lui (Co-CFO) are compensated by Alset International and Alset Inc., not directly by Winning Catering Group, Inc., despite devoting time to its management.

Stakeholder Impact

• Shareholders: Experienced a special dividend of Alset Real Estate Holdings Inc. shares, but also significant dilution potential from the upcoming merger and a complete change in business focus.
• Employees: The company currently has no full-time employees, indicating a complete restructuring and potential job losses from the previous real estate operations.
• Customers: Former real estate customers are no longer directly impacted as all properties have been sold. Future customers will be those of the Wing Nin catering business.
• Creditors: Liabilities have been reduced to $0, which is positive for existing creditors, but the going concern doubt highlights risks for potential future lenders.
• Management: The management team, many of whom hold multiple roles across related entities, are tasked with overseeing a significant business transformation and addressing going concern issues.

Next Steps

• Consummation of the merger with Winning Catering Management Limited to acquire new business operations.
• Appointment of additional qualified personnel with financial accounting, GAAP, and SEC experience to remediate material weaknesses in internal controls.
• Ongoing efforts to satisfy reporting obligations as a public company.

Key Dates

Recommendation

The company has effectively ceased its previous operations, becoming a shell with minimal assets and no revenue-generating activities. While a merger with a catering business is planned, it has not yet closed, leaving significant uncertainty regarding the company's future viability and business model. The substantial doubt about its ability to continue as a going concern, coupled with the complete pivot to an unrelated industry, presents an extremely high-risk profile. Existing shareholders have already experienced a significant asset distribution and face substantial dilution from the proposed merger. Without a clear, operational business and a proven track record in the new sector, the stock is highly speculative, and a seasoned investor would likely recommend selling to avoid further uncertainty and potential losses.

Keywords

Shell Company, Merger, Catering, Food and Beverage, Real Estate Development, Asset Distribution, Going Concern, SEC Filing, 10-K, Corporate Governance, Hong Kong