10-K/A: Winning Catering Group Shifts to Shell Status, Eyes Catering Merger

Winning Catering Group, Inc. became a shell company after divesting its real estate assets and now plans a merger with a Hong Kong catering brand amid significant financial decline and going concern doubts.

Summary

• Winning Catering Group, Inc. (formerly LiquidValue Development Inc.) became a shell company on August 18, 2025, after distributing its real estate assets (Alset Real Estate Holdings Inc.) to shareholders.
• The distribution of Alset Real Estate Holdings Inc. had an aggregate carrying value of approximately $34.8 million as of August 15, 2025, constituting substantially all of the company's net asset value.
• Revenue plummeted from $16,767,986 in 2024 to $21,290 in 2025, primarily due to the sale of all remaining land development lots in 2024.
• The company reported a net loss of $981,966 in 2025, a significant decline from a net income of $6,673,727 in 2024.
• Total assets decreased from $38,792,674 in 2024 to $5,912 in 2025, and cash from $2,762,935 to $5,912.
• The company is pursuing a merger with Winning Catering Management Limited (Wing Nin, a Hong Kong food and beverage brand) to acquire new business operations.
• Post-merger, Winning Holdings will own approximately 80% of the company, existing stockholders 15%, and Pure Talent Group Limited 5%.
• The company has no full-time employees as of December 31, 2025, down from six in 2024.
• Management identified a material weakness in internal control over financial reporting due to limited staff and lack of segregation of duties.
• The company's ability to continue as a going concern is in substantial doubt due to lack of material operations and revenue, and reliance on the merger.

Sentiment

Score: 2

Explanation: StockSavvy.ai views this as highly negative due to the company's current shell status, severe financial deterioration, and the explicit "going concern" warning, despite the planned merger. The risks associated with the unconsummated merger and the complete business pivot are substantial.

Positives

• The company received a repayment of $2,030,000 from a related party promissory note receivable in 2025.
• Outstanding interest of $228,557 from a related party loan was forgiven in 2024, resulting in a gain recorded in equity.
• Total liabilities decreased significantly from $2,991,375 in 2024 to $0 in 2025.
• The planned merger with Winning Catering Management Limited aims to secure new business operations and address the company's going concern issues.

Negatives

• Revenue decreased dramatically from $16,767,986 in 2024 to $21,290 in 2025.
• The company shifted from a net income of $6,673,727 in 2024 to a net loss of $981,966 in 2025.
• Total assets drastically reduced from $38,792,674 in 2024 to $5,912 in 2025.
• Cash balance plummeted from $2,762,935 in 2024 to $5,912 in 2025.
• Operating cash flow turned negative, from $13,827,474 provided in 2024 to $1,214,901 used in 2025.
• The company is currently a shell company with no material operations or sources of revenue.
• Substantial doubt exists about the company's ability to continue as a going concern.
• A material weakness in internal control over financial reporting was identified due to limited staff and lack of segregation of duties.
• The company had no full-time employees as of December 31, 2025.
• Gross margin ratios for the former land development projects (Lakes at Black Oak, Alset Villas) dropped to 0% in 2025 as all lots were sold in 2024.

Risks

• The company's success is highly dependent on retaining key personnel, and the inability to do so could materially adversely affect business and financial condition.
• Failure to effectively manage growth, including hiring additional personnel and implementing effective systems, could harm future business results and strain managerial and operational resources.
• Members of management, including Co-Chief Executive Officers and Co-Chief Financial Officers, may face competing demands on their time due to involvement in other projects and primary residences/business offices in Asia, potentially causing operating results to suffer.
• Shareholders may face difficulties enforcing U.S. judgments against non-U.S. resident directors and officers or their assets 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 on significant corporate decisions.
• The company's relationship with its majority shareholder and affiliates may be perceived as less favorable than third-party terms, potentially impacting the stock price.
• There is currently no active public trading market for the company's common stock, and no assurance that one will develop in the future, making it difficult for investors to liquidate their investment.
• If the company issues additional shares of common stock, existing shareholders will experience dilution of their ownership interest.
• The company does not intend to pay dividends in the foreseeable future, which may reduce the liquidity of its stock.
• Limitations on liability for officers, directors, and employees under Nevada law and indemnification rights could result in substantial company expenditures and discourage lawsuits.
• The planned merger had not been consummated as of the issuance date of this Annual Report on Form 10-K/A, and therefore does not currently alleviate the substantial doubt about the company's ability to continue as a going concern.

Future Outlook

The company's future is entirely dependent on the successful consummation of the merger with Winning Catering Management Limited, a Hong Kong food and beverage brand. This merger is intended to provide the company with new business operations and address the substantial doubt about its ability to continue as a going concern, as it currently operates as a shell company with no material revenue sources. Management is actively pursuing the completion of this transaction.

Management Comments

• "The planned merger represents management's strategy to secure a new business operation and address the substantial doubt regarding the Company's 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 Company's ability to continue as a going concern."
• "Management determined that the ineffective controls over financial reporting constitute a material weakness."
• "To remediate such weaknesses, we plan to appoint additional qualified personnel with financial accounting, GAAP, and SEC experience."

Industry Context

StockSavvy.ai notes that the company's transition from real estate development to a catering business via a reverse merger is a significant strategic pivot. This move is unusual, as it involves a complete divestiture of previous assets and a re-entry into a completely different industry. The success of this strategy hinges entirely on the integration and performance of the acquired Wing Nin brand in the highly competitive Hong Kong food and beverage market, a sector with different operational dynamics and risk profiles compared to U.S. land development. The company's current shell status and going concern warning highlight the urgency and high-stakes nature of this transformation.

Comparison to Industry Standards

• The company's current financial state as a shell company with minimal assets and no revenue is not comparable to standard operating companies in either the real estate or catering industries.
• The reported net loss of $981,966 in 2025 and the drastic reduction in assets to $5,912 are significantly below industry averages for established real estate developers or catering groups.
• The gross margin ratios for the former land development projects (45% for Lakes at Black Oak, 42% for Alset Villas in 2024) were within reasonable ranges for real estate development, but these operations have ceased.
• The future performance will need to be benchmarked against Hong Kong's food and beverage sector, where Wing Nin operates. For example, successful Hong Kong F&B chains like Cafe de Coral Holdings Limited or Maxim's Caterers Limited (private) typically demonstrate consistent revenue growth, strong brand recognition, and efficient supply chain management, which Winning Catering Group will need to achieve post-merger.

Corporate Governance

Legal Proceedings

• The company is not a party to any pending legal proceedings, and no such proceedings are known to be contemplated.
• There are no material proceedings to which any director, officer, or affiliate of the company, or any owner of record or beneficially of more than five percent of any class of voting securities of the company, or any associate of any such director, officer, affiliate of the company, or security holder is a party adverse to the company or any of its subsidiaries or has a material interest adverse to the company or any of its subsidiaries.

Related Party Transactions

• **Loan from SeD Home Limited (now Alset Solar Limited)**: Alset EHome received advances to fund development and operation costs. Outstanding principal and accrued interest were $0 as of December 31, 2024. On October 22, 2024, $228,557 in outstanding interest was forgiven, recorded as a gain in equity.
• **Loan to/from SeD Intelligent Home Inc.** (99.99% owner of the Company): Advances/loans bore 18% interest until August 30, 2017, then 5%, with no set repayment terms. In 2025, the Company received repayment of $2,030,000 from SeD Intelligent Home. As of December 31, 2024, SeD Intelligent Home owed $12,192,866 to the Company. In 2024, the Company lent $15,998,308 and received repayment of $3,161,212. Additionally, the Company borrowed $3,780,000 and repaid $3,780,000 in 2024. Accrued interest of $1,207,408 was offset against interest payable at December 31, 2024.
• **Management Fees to MacKenzie Equity Partners, LLC**: An entity owned by Charles MacKenzie (Director). Consulting agreement for $25,000 per month, plus bonuses of $60,000 in June 2024 and $75,000 in May 2025. Expenses incurred were $250,000 in 2025 (expensed) and $360,000 in 2024 (capitalized). The company owed this related party $0 as of December 31, 2025, and $41,602 as of December 31, 2024.
• **Note from Alset Inc.**: On January 13, 2023, the Company received a $11,350,933 note from Alset Inc. (85.8% owner of Alset International Limited, which indirectly owns 99.9% of the Company) related to the sale of its rental business. The note carries a 7.2% interest rate and matures on January 13, 2028. Interest income recognized was $508,273 in 2025 and $819,506 in 2024. Certain members of the company's Board and management are also involved with Alset Inc. and Alset International Limited.

Stakeholder Impact

• **Shareholders**: Experienced a special dividend distribution of Alset Real Estate Holdings Inc. shares (approx. $34.8M carrying value) and now own shares in a shell company. Their ownership will be significantly diluted post-merger (existing shareholders will retain 15%). The value of their investment is highly dependent on the success of the upcoming merger and the new catering business.
• **Employees**: The company currently has no full-time employees, a significant reduction from six in 2024. Future employment will depend on the new catering business operations.
• **Customers**: Former real estate customers (builders) have completed transactions. Future customers will be those of the Wing Nin catering brand in Hong Kong.
• **Creditors**: Liabilities have been reduced to $0, suggesting a positive impact for existing creditors, though the going concern warning indicates risk for any new creditors.

Next Steps

• Consummation of the merger with Winning Catering Management Limited.
• Winning Holdings will own approximately 80% of the company post-merger.
• Appointment of additional qualified personnel with financial accounting, GAAP, and SEC experience to remediate material weaknesses in internal controls.
• The company intends to appoint a nominating committee in the immediate future.

Key Dates

Recommendation

The company is currently a shell with no material operations and an explicit "going concern" warning. While a merger is planned, it is not yet consummated, and the pivot to a completely different industry (catering) introduces significant uncertainty and execution risk. Existing shareholders will face substantial dilution. The drastic decline in assets, revenue, and shift to a net loss indicate severe financial distress. Investors should consider selling due to the high risk, lack of current business operations, and pending, uncertain transformation.

Keywords

Winning Catering Group, Shell company, Merger, Acquisition Agreement, Real estate development, Land sales, Financial results, Going concern, Corporate governance, Insider trading policy, Hong Kong food and beverage, Wing Nin, Alset Real Estate Holdings, LiquidValue Development, Financial reporting, Risk factors