Winning Catering Group, Inc. Q1 2026 Financial Report – Key Insights for Investors

Executive Summary

Winning Catering Group, Inc. (formerly LiquidValue Development Inc.) has released its quarterly report for the period ended March 31, 2026. The company, now a shell company following a major asset distribution, is at a critical strategic crossroads, with a pending merger that could reshape its future. This report contains several developments that are highly material to shareholders and could significantly impact the company’s valuation.

Key Highlights

• Major Asset Distribution: In August 2025, the company completed a special distribution of nearly all its assets to shareholders, leaving it with no material operations or revenue sources. It is now classified as a shell company.
• Pending Transformational Merger: The company has entered into an Acquisition Agreement and Plan of Merger with Winning Catering Management Limited (“Winning Group”), a well-known Hong Kong-based food and beverage brand. If consummated, the merger will result in a new controlling shareholder and a pivot into the food and beverage sector.
• Zero Revenue and Minimal Cash: For Q1 2026, the company reported zero revenue and ended the quarter with no cash, raising substantial doubt about its ability to continue as a going concern absent the completion of the merger.
• Capital Structure Change: The authorized share capital was recently increased from 1 billion to 5 billion shares to enable the planned merger and share issuance.

Financial Results (Q1 2026)

• Revenue: \$0 (compared to \$11,209 in Q1 2025).
• Net Loss: \$66,219 (vs. \$718,315 in Q1 2025).
• Operating Expenses: \$66,219 (down from \$1,094,892 in Q1 2025, due to the deconsolidation of Alset Real Estate Holdings Inc.).
• Cash Balance: \$0 at March 31, 2026 (down from \$5,912 at December 31, 2025).
• Liabilities: \$60,307, all due to a related party.
• Shareholders’ Deficit: \$(60,307), a swing from positive equity in the prior year.

Recent and Pending Corporate Actions

Special Distribution (August 2025)

In August 2025, the company distributed all issued and outstanding shares of Alset Real Estate Holdings Inc. to its shareholders on a pro-rata basis. This transaction removed substantially all assets and operations from Winning Catering Group, effectively leaving it as a shell company.

Shareholder Impact: The special dividend had an aggregate carrying value of \$34.8 million, representing almost the entire net asset value of the company. Post-distribution, the company no longer has revenue-generating assets.

Acquisition Agreement and Plan of Merger

• Announced on May 30, 2025: The company will acquire Winning Catering Management Limited (“Winning Group”), a Hong Kong-based food and beverage brand renowned for its “Wing Nin” cart noodles. The merger will result in Winning Group becoming a wholly owned subsidiary.
• Share Issuance: At closing, 3,754,897,728 new shares will be issued to Winning Holdings Limited (80% post-merger ownership), and 234,681,108 shares to Pure Talent Group Limited (5% ownership). Existing shareholders (including SeD Intelligent Home Inc., which currently owns 99.99% of the company) will collectively retain a 15% stake.
• Authorized Shares Increased: In July 2025, the company amended its Articles of Incorporation to increase authorized shares to 5 billion, facilitating the share issuance for the merger.
• Potential Strategic Pivot: If completed, the company will transform from a shell into an operator of a profitable Hong Kong food and beverage chain with 11 locations, central kitchen automation, and a recognized regional brand.

Shareholder Impact: The merger is a critical strategic event. If completed, it will provide shareholders with equity in a functioning business with growth potential. However, the transaction had not closed as of the report’s issuance, and failure to complete it could leave the company without a viable business or sufficient resources to continue as a public entity.

Going Concern Warning

The company’s current cash resources are only sufficient to cover minimal administrative and reporting costs for a limited period. Management has stated that there are no commitments for additional financing, and the company will require either new capital or a strategic transaction (such as the merger) to remain viable. These circumstances raise substantial doubt about the company’s ability to continue as a going concern.

Other Notable Items

• No Legal Proceedings: The company is not currently subject to any material legal proceedings.
• No Off-Balance Sheet Arrangements: There are no off-balance sheet liabilities or commitments at this time.
• Internal Controls: Management determined that the company’s disclosure controls and procedures are not effective, meaning there is a risk of incomplete or delayed disclosure of material information.
• Related Party Transactions: The company disclosed historical loans and interest income with related parties, but all such balances were settled or offset prior to the special distribution. The company is now borrowing from entities under common control to fund minimal operations.

Key Risks and Shareholder Considerations

• Share Dilution: The planned merger will significantly dilute existing shareholders, who will collectively retain only 15% of the post-merger company.
• Dependence on Merger Completion: The company’s survival is contingent on completing the merger or securing other financing. Any delays or failure to close could result in the company’s inability to continue as a public entity.
• Shell Company Status: As a shell company with no operations or assets, the stock may be subject to limited liquidity and trading restrictions until a new business is acquired.

Conclusion

This report contains highly material information for shareholders: The company’s transformation from a real estate business to a shell, the pending acquisition of a significant operating business in the food and beverage sector, the complete lack of revenue and cash, and the going concern warning are all potentially price-sensitive. Investors should closely monitor the progress and ultimate completion of the Winning Group merger, as it will determine the future value and direction of their investment. The outcome of this transaction, including the terms of share dilution and the operational prospects of the new business, will be critical in shaping future share price performance.

Disclaimer: This article is provided for informational purposes only and does not constitute investment advice. Investors should conduct their own due diligence and consult with professional advisors before making investment decisions. The information herein is based on the company’s public filings as of the dates specified and may be subject to change.

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