In-Depth Analysis: Winning Catering Group, Inc. 2025 Annual Report & Key Investor Takeaways

1. Major Corporate Developments and Transformations

• Transformation into a Shell Company:
  • On August 18, 2025, Winning Catering Group, Inc. (formerly LiquidValue Development Inc.) completed the distribution of all shares of its subsidiary, Alset Real Estate Holdings Inc., to its shareholders as a one-time special dividend.
  • This distribution accounted for approximately \$34.8 million, constituting substantially all of the Company’s net asset value.
  • Following this transaction, the Company became a “shell company” with minimal assets (\$5,912 as of December 31, 2025) and no liabilities, having disposed of all material operations and sources of revenue.
• Planned Acquisition and Business Shift:
  • On May 30, 2025, the Company entered into an Acquisition Agreement and Plan of Merger with Winning Catering Management Limited (“Winning Group”), Winning Holdings Limited, Pure Talent Group Limited, and SeD Intelligent Home Inc. (majority shareholder).
  • Upon completion of the merger, Winning Group—whose main business is the operation of “Wing Nin,” a renowned Hong Kong food and beverage brand—will become a wholly owned subsidiary of the Company.
  • As part of the deal, 3,754,897,728 new shares will be issued to Winning Holdings (to own 80%), and 234,681,108 new shares to Pure Talent Group Limited (to own 5%), while current shareholders will collectively retain only 15% of the Company.
  • This signals a significant change in control and business direction, from real estate to food & beverage operations in Asia.
• Change in Authorized Share Capital:
  • In July 2025, shareholders approved an increase in authorized common stock from 1 billion to 5 billion shares to facilitate the merger and new share issuance.

2. Financial Performance & Condition (Year Ended December 31, 2025)

• Severe Revenue Decline and Net Loss:
  • 2025 revenue: \$21,290, down sharply from \$16.77 million in 2024—reflecting the sale of all remaining properties in 2024 and the absence of ongoing operations.
  • 2025 net loss: \$(981,966), compared to net income of \$6.67 million in 2024.
  • Current assets: \$5,912 (cash only), with no liabilities as of year-end 2025.
  • Substantial doubt exists about the Company’s ability to continue as a going concern unless the planned merger is completed.
• Cash Flow & Liquidity Crisis:
  • Net cash used in operating activities: \$(1,214,901) in 2025.
  • Net cash provided by investing activities: \$2,030,000, primarily from repayment of a related party note.
  • After the special distribution, only \$5,912 in cash remains to cover minimal administrative costs, with no committed financing sources.

3. Management, Governance & Related Party Transactions

• Leadership & Board Structure:
  • Co-CEOs: Fai H. Chan and Moe T. Chan (father and son), both primarily based in Asia.
  • Board and key officers include a mix of U.S. and Asia-based professionals, with significant related-party relationships.
  • Company is highly reliant on a small management team and external contractors; there are no full-time employees as of year-end 2025.
• Majority Shareholder Control:
  • SeD Intelligent Home Inc. currently owns 99.99% of the Company’s shares, effectively controlling all major corporate decisions.
  • Post-merger, Winning Holdings will control 80% of the Company, further concentrating control.
• Related Party Transactions:
  • Significant transactions with SeD Intelligent Home Inc. (loans, repayments, accrued interest netting) and management fees paid to entities controlled by directors.
  • Notably, MacKenzie Equity Partners, LLC (owned by director Charles MacKenzie) received \$250,000 in consulting fees in 2025 and \$360,000 in 2024, plus additional bonuses.

4. Key Risks and Investor Considerations

• Going Concern Risk:
  • The Company is a “shell company” with no operating business, minimal cash, and no clear path to revenue or profitability absent the successful completion of the merger with Winning Group.
  • There is substantial doubt about its ability to continue as a going concern.
• Concentration of Control & Potential Dilution:
  • Current and future control is highly concentrated among a small group of insiders and related parties, potentially limiting minority shareholder influence.
  • Proposed share issuance as part of the merger will result in significant dilution of existing shareholders (from 100% to 15% ownership post-merger).
• Stock Liquidity Concerns:
  • The Company’s shares are not currently traded, and there is no assurance an active market will develop.
  • Investors may be unable to sell their shares or realize any value unless trading commences and/or the new business proves successful.
• Pending Merger is Uncertain:
  • The merger with Winning Group has not been consummated as of the report date; failure to close the transaction could leave the Company with no ongoing business or strategy.
• Cybersecurity & Internal Controls:
  • Management admits material weaknesses in internal controls over financial reporting due to limited staff and lack of segregation of duties.
  • Disclosures indicate the Company is working to improve controls, but these weaknesses remain unresolved.

5. Additional Noteworthy Items

• No Dividends Expected: The Company does not anticipate paying dividends in the foreseeable future.
• Potential Legal and Enforcement Risks: Several board and management members reside outside the U.S., making enforcement of U.S. court judgments more difficult.
• Accounting Policy Updates: The Company adopted new FASB rules (ASU 2023-09) for income tax disclosures in 2025, with no material impact on financial statements.

6. What Shareholders Must Know (Price-Sensitive Information)

• The Company is currently a shell with virtually no assets, business operations, or revenue after distributing its primary subsidiary to shareholders.
• The only clear path to future value is the planned merger with Winning Group (Hong Kong-based food brand “Wing Nin”), which is not yet completed as of this report.
• Upon successful merger, control of the Company will dramatically shift, with existing shareholders being diluted to just 15% of the outstanding shares.
• Failure to complete the merger leaves the Company with no operating business, minimal cash, and substantial doubt as a going concern.
• There is no active trading market for the shares, and no guarantee one will develop; liquidity and exit options are highly uncertain.
• Significant related party transactions and governance risks remain, with insiders and affiliates likely to continue exerting substantial influence.

Conclusion

Winning Catering Group, Inc. is at a pivotal moment: shareholders face significant dilution and uncertainty absent the completion of the Winning Group merger, while the Company currently lacks any operating business or meaningful assets. Investors should closely monitor developments related to the merger, governance changes, and any announcement about share trading or new business operations, as these will significantly impact the Company’s future value and share price potential.

Disclaimer

The above analysis is for informational purposes only and does not constitute investment advice. Investors are strongly advised to perform their own due diligence and consult with financial advisors before making any investment decisions. The Company’s future is subject to substantial risks, including but not limited to those described above.

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