Winning Catering Group, Inc. – Key Highlights and Investor Insights from FY2025 10-K/A

Overview

Winning Catering Group, Inc. (formerly known as LiquidValue Development Inc.) has filed its Amendment No. 1 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2025. This amendment includes the consent of Grassi & Co., CPAs, P.C., the Company’s former independent registered public accounting firm, which was inadvertently omitted in the original filing. It also makes formatting corrections to previously filed financial statements. The company is currently categorized as a “smaller reporting company” and a “shell company” under SEC rules.

Key Financial Highlights

• Special Dividend and Business Transition:
  • On August 18, 2025, the Company completed the distribution of issued and outstanding shares of Alset Real Estate Holdings Inc. to its shareholders as a one-time special dividend. The aggregate carrying value of the distribution was approximately \$34.8 million, constituting substantially all of the Company’s net asset value.
  • Following this distribution, Winning Catering Group, Inc. has no material operations or sources of revenue, and is now considered a shell company.
• Cash Position and Going Concern:
  • As of December 31, 2025, the Company’s cash balance was only \$5,912, down significantly from \$2,762,935 at the end of 2024.
  • Current cash resources are expected to cover only minimal administrative and reporting costs for a limited period.
  • The Company has no commitments for additional financing and will require either new capital or a strategic transaction to continue its existence.
  • These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from this uncertainty.
• Planned Merger:
  • Management is pursuing a planned merger as a strategy to secure a new business operation and address the going concern issue. However, the transaction had not been consummated as of the report issuance date and, therefore, does not currently alleviate the substantial doubt about the Company’s ability to continue as a going concern.
• Cash Flows:
  • Net cash used in operating activities for 2025 was (\$1,214,901).
  • Net cash provided by investing activities was \$2,030,000.
  • Cash of subsidiary distributed was (\$3,679,996), largely related to the Alset Real Estate Holdings Inc. dividend.
• Net Loss:
  • For FY2025, the Company reported a net loss of (\$981,966).

Corporate Structure and Shareholder Issues

• Majority Shareholder Influence:
  • SeD Intelligent Home Inc. is the majority shareholder, owning 99.99% of the issued and outstanding common stock. A new majority shareholder is anticipated following the closing of the Acquisition Agreement.
  • Majority shareholder has significant control over key decisions including amendments to corporate governance, issuance of additional shares, employment decisions, related-party transactions, election/removal of directors, and any merger or significant corporate transaction.
  • Investors should note that relationships with the majority shareholder and affiliates may be perceived as less favorable than third-party terms, potentially influencing share value.
• Common Stock Trading and Liquidity Risks:
  • Shares of common stock are not publicly traded. There is no established public trading market, and no assurance that one will develop in the future.
  • Liquidity risk is high – investors may not be able to liquidate their investment or at a price reflecting the value of the business.
  • Active trading market may not be established unless the stock is listed for trading on an exchange, and the Company does not currently meet listing requirements.
• Dilution Risk:
  • The Company may issue additional shares of authorized but unissued equity securities in the future, which could dilute shareholder ownership.
• Dividend Policy:
  • The Company has not paid dividends in the past and does not anticipate paying dividends in the foreseeable future. This may reduce the liquidity and attractiveness of the stock to certain investors.
• Indemnification and Legal Risk:
  • Nevada law provides limitations on liability for officers, directors, and employees, and indemnification rights exist. These could result in substantial expenditures by the Company and may discourage lawsuits against officers and directors.

Operational and Reporting Matters

• SEC Reporting:
  • The Company continues to file annual, quarterly, and special reports, proxy statements, and other information with the SEC. These are available for public inspection online.
• Cybersecurity:
  • The Company reports it has not encountered cybersecurity challenges that have materially impaired its operations or financial standing.
• Off-Balance Sheet Arrangements:
  • The Company did not have any off-balance sheet arrangements as of December 31, 2025.
• Equity Compensation Plans:
  • No securities are authorized for issuance under any equity compensation plans.
• Recent Sales and Repurchases:
  • No sales of unregistered securities and no repurchase of common stock occurred during 2025.

Risks and Forward-Looking Statements

• Forward-Looking Statements:
  • The report contains numerous forward-looking statements regarding future operating results, financial position, business strategy, and strategic plans. These statements are subject to material risks, uncertainties, and actual results may differ substantially.
  • The Company does not assume any obligation to update forward-looking statements except as required by law.
• Material Risks:
  • Dependence on retaining key personnel.
  • Majority shareholder’s influence and potential related-party transaction risks.
  • Lack of liquidity and trading market for common stock.
  • Potential dilution from future share issuance.
  • No anticipated dividends.
  • Indemnification obligations could discourage legal action by shareholders.
  • Substantial doubt about ability to continue as a going concern without additional financing or strategic transaction.

Audit Reports

• Going Concern:
  • Auditors highlighted substantial doubt about the Company’s ability to continue as a going concern due to net losses, loss from operations, and negative cash flows.
  • Financial statements do not include adjustments that might result from this uncertainty.
• Related Party Transactions:
  • Significant transactions with related parties were noted, which may not be conducted at arm’s length and could affect shareholder value.
• Critical Audit Matters:
  • No critical audit matters were identified in the audit for the year ended December 31, 2024.

Conclusions for Investors

Price-Sensitive and Material Issues:

• The Company’s transition to a shell company and loss of substantive operations following the special dividend is a material development. This significantly impacts the long-term value proposition for shareholders, as the Company is now dependent on securing a new business operation or additional financing.
• Substantial doubt about the Company’s ability to continue as a going concern is a major risk, potentially affecting share value.
• The planned merger, if completed, could be a major catalyst for a new direction and business model, but as of the report date, it is not finalized and does not resolve the going concern issue.
• High concentration of ownership and lack of liquidity represent significant risks to minority shareholders.
• Absence of a trading market, no equity compensation, and no dividends make the shares unattractive to certain investors.
• Potential dilution and related-party transaction risks may further affect share value.

Investors should closely monitor developments relating to the planned merger and any changes in the Company’s business strategy, financing status, and SEC filings.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. All information is sourced from the Company’s SEC filings and is subject to change and interpretation. Investors should conduct their own due diligence and consult with professional advisors before making any investment decisions. The Company’s shares are subject to substantial risks and uncertainties as detailed above.

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