Winning Catering Group, Inc.

What they do

The registrant, formerly LiquidValue Development Inc., transferred substantially all assets and liabilities through the transfer of Alset EHome Inc. shares to Alset Real Estate Holdings Inc. and distributed those shares to stockholders as a one-time special dividend on August 18, 2025. Following the Distribution, the company became a shell company under SEC rules pending the closing of the Acquisition Agreement with Winning Group. The operating business to be acquired, Winning Catering Management Limited, runs Wing Nin, a Hong Kong food and beverage brand with eleven locations.

Revenue drivers

• Wing Nin Hong Kong restaurants — Principal line of business of Winning Catering Management Limited, a Hong Kong cart-noodle brand with eleven locations selling customizable noodle bowls; will become the company's operating business only if the pending merger closes.
• Legacy real estate (divested) — The prior single reportable segment was real estate land development and rental, including the Lakes at Black Oak project near Houston, Texas; this business was transferred out and distributed to shareholders on August 18, 2025.
• Post-distribution shell — The remaining registrant generated revenue of $21,290 for full-year 2025 and only $0 to $11,209 in the four quarters of 2025, indicating no ongoing operating revenue base.

Recent performance

Annual revenue collapsed from $16.8 million in 2024 to $21,290 in 2025, and the company reported a net loss of $974,130 for 2025 versus net income of $6.7 million in 2024. Operating cash flow swung to negative $1.2 million in 2025 from positive $13.8 million in 2024. Recent quarterly revenue declined through 2025 ($11,209 in Q1, $6,602 in Q2, $3,479 in Q3, and $0 in Q4). As of December 31, 2025, total assets were $5,912, all in cash, and total liabilities were $0; at June 30, 2026, total liabilities were $76,702 and shareholder equity was negative $76,702.

Strategy

The company's stated direction is to complete the May 30, 2025 Acquisition Agreement and Plan of Merger in which LVD Merger Corp. merges into Winning Catering Management Limited, leaving Wing Nin as a wholly owned subsidiary. At closing, 3,754,897,728 new shares would be issued to Winning Holdings (about 80% post-closing) and 234,681,108 shares to Pure Talent Group Limited (5%), with existing holders retaining 15%. Management increased authorized shares from 1,000,000,000 to 5,000,000,000 on July 10, 2025 to accommodate the issuance. Wing Nin's stated priorities are product development, training and operations improvements, and central kitchen automation. The legacy real estate assets were separated out before closing via the Contribution Agreement and the $34.8 million special dividend.

Risks

• Shell-company status — After the August 18, 2025 distribution the company became a shell company with no full-time employees and no operating business unless the Wing Nin merger closes.
• Merger completion risk — The merger is subject to representations, warranties, covenants and closing conditions, and there is no assurance in the filings that it will be completed.
• Dilution to existing holders — The transaction as described would leave SeD and other existing stockholders with 15% of the company while Winning Holdings would own 80%, requiring issuance of 3,754,897,728 new shares.
• Key-person and time demands — The 10-K states success depends on retaining management and that Co-CEOs Fai H. Chan and Moe T. Chan reside and work primarily in Asia and have competing demands from other projects.

Outlook

Management describes no operating plans for the current shell beyond closing the Acquisition Agreement with Winning Group, after which Wing Nin would become the company's principal business. The 10-K and 10-Q provide no revenue or earnings guidance. The most recent balance sheet shows negative shareholder equity and liabilities of $76,702 against no disclosed cash. No assurance is given that the merger will close.