UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the quarterly period ended
or
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from __________to _________
Commission file number
(Exact name of registrant as specified in its charter)
State or other jurisdiction of incorporation or organization |
(I.R.S. Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act: None
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of April 22, 2026, there were shares of the registrant’s common stock $ par value per share, issued and outstanding.
Table of Contents
| PART I FINANCIAL INFORMATION | |||
| Item 1. | Condensed Consolidated Financial Statements (Unaudited) | ||
| Condensed Consolidated Balance Sheets (Unaudited) | 3 | ||
| Condensed Consolidated Statements of Operations (Unaudited) | 4 | ||
| Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) | 5 | ||
| Condensed Consolidated Statements of Cash Flows (Unaudited) | 6 | ||
| Notes to Condensed Consolidated Financial Statements (Unaudited) | 7 | ||
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 13 | |
| Item 3. | Quantitative and Qualitative Disclosure About Market Risk | 16 | |
| Item 4. | Controls and Procedures | 16 | |
| PART II OTHER INFORMATION | |||
| Item 1. | Legal Proceedings | 17 | |
| Item 1A. | Risk Factors | 17 | |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 17 | |
| Item 3. | Defaults Upon Senior Securities | 17 | |
| Item 4. | Mine Safety Disclosures | 17 | |
| Item 5. | Other Information | 17 | |
| Item 6. | Exhibits | 17 | |
| SIGNATURES | 18 | ||
| 2 |
Part I. Financial Information
Winning Catering Group, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(Unaudited)
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Assets: | ||||||||
| Cash | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities and Stockholders’ Equity: | ||||||||
| Liabilities: | ||||||||
| Due to Related Party | ||||||||
| Total Liabilities | ||||||||
| Commitments and Contingencies (Note 5) | ||||||||
| Stockholders’ Equity: | ||||||||
| Common stock, $ par value; shares authorized; shares issued and outstanding as of March 31, 2026 and December 31, 2025 | ||||||||
| Additional Paid in Capital | ( | ) | ( | ) | ||||
| Accumulated Deficit | ( | ) | ||||||
| Total Stockholders’ (Deficit) Equity | ( | ) | ||||||
| Total Liabilities and Stockholders’ Equity | $ | $ | ||||||
See accompanying notes to condensed consolidated financial statements.
| 3 |
Winning Catering Group, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(Unaudited)
| Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Revenue | $ | $ | ||||||
| Operating Expenses | ||||||||
| Cost of Revenue | ||||||||
| General and Administrative | ||||||||
| Total Operating Expenses | ||||||||
| Income Loss from Operations | ( | ) | ( | ) | ||||
| Other Income | ||||||||
| Interest Income | ||||||||
| Other Income | ||||||||
| Total Other Income | ||||||||
| Net Loss before Income Taxes | ( | ) | ( | ) | ||||
| Income Tax Expense | ||||||||
| Loss from Operations | ( | ) | ( | ) | ||||
| Net Loss Attributable to Non-controlling Interests | ( | ) | ||||||
| Net Loss Attributable to Common Stockholders | $ | ( | ) | $ | ( | ) | ||
| Net Loss per Share - Basic and Diluted | $ | ) | $ | ) | ||||
| Weighted Average Common Shares Outstanding - Basic and Diluted | ||||||||
| 4 |
Winning Catering Group, Inc. and Subsidiaries
Condensed Consolidated Statement of Stockholders’ Equity (Deficit)
(Unaudited)
| Three Months ended March 31, 2026 | ||||||||||||||||||||||||||||
| Common Stock | Additional | Total Winning Catering Group, Inc. | Non- | Total | ||||||||||||||||||||||||
| Par Value | Paid in | Accumulated | Stockholders’ | controlling |
Stockholders’ | |||||||||||||||||||||||
| Shares | $0.001 | Capital | Deficit | Equity | Interests | Deficit | ||||||||||||||||||||||
| Balance at January 1, 2026 | $ | $ | ( | ) | $ | $ | $ | |||||||||||||||||||||
| Net Loss | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Balance at March 31, 2026 | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||||
| Three months ended March 31, 2025 | ||||||||||||||||||||||||||||
| Common Stock | Additional | Total Winning Catering Group, Inc. | Non- | Total | ||||||||||||||||||||||||
| Par Value | Paid in | Retained | Stockholders’ | controlling | Stockholders’ | |||||||||||||||||||||||
| Shares | $0.001 | Capital | Earnings | Equity | Interests | Equity | ||||||||||||||||||||||
| Balance at January 1, 2025 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||
| Net Loss | - | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | $ | ||||||||||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
| 5 |
Winning Catering Group, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited)
| Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Cash Flows from Operating Activities | ||||||||
| Net Loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities: | ||||||||
| Depreciation | ||||||||
| Noncash lease expense | ||||||||
| Changes in Operating Assets and Liabilities | ||||||||
| Reimbursement Receivable | ||||||||
| Interest on Promissory Note Receivable – Related Party | ( | ) | ||||||
| Prepaid Expenses | ||||||||
| Other Receivable | ||||||||
| Accounts Payable | ||||||||
| Accrued Expenses | ( | ) | ||||||
| Due to Related Parties | ||||||||
| Income Tax Payable | ||||||||
| Accrued Interest - Related Parties | ( | ) | ||||||
| Operating Lease Liability | ( | ) | ||||||
| Net Cash Used in Operating Activities | $ | ( | ) | $ | ( | ) | ||
| Cash Flows from Investing Activities | ||||||||
| Repayment from Promissory Note Receivable - Related Party | ||||||||
| Net Cash Provided by Investing Activities | $ | $ | ||||||
| Cash Flows from Financing Activities | ||||||||
| Repayment to Related Party | ||||||||
| Net Cash Provided by Financing Activities | $ | $ | ||||||
| Net (Decrease) Increase in Cash and Restricted Cash | ( | ) | ||||||
| Cash and Restricted Cash - Beginning of Period | ||||||||
| Cash and Restricted Cash - End of Period | $ | $ | ||||||
| Cash | ||||||||
| Restricted Cash | ||||||||
| Total Cash and Restricted Cash | ||||||||
| Supplementary Cash Flow Information | ||||||||
| Cash Paid for Interest | $ | $ | ||||||
| Cash Paid for Taxes | $ | $ | ||||||
| Supplemental Disclosure of Non-Cash Investing and Financing Activities | ||||||||
| Noncash Accrued Interest Income on Related Party Loan | $ | $ | ||||||
| Noncash Repayment of Accrued Interest Payable via Interest Income on Related Party Loan | $ | $ | ||||||
See accompanying notes to condensed consolidated financial statements.
| 6 |
Winning Catering Group, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations
Winning
Catering Group, Inc. (formerly known as LiquidValue Development Inc.) (the “Company”) was incorporated in the State of Nevada
on December 10, 2009. The Company is
On December 29, 2017, the Company, acquired Alset EHome Inc. (“Alset EHome”) by reverse merger. Alset EHome, a Delaware corporation, was formed on February 24, 2015. Alset EHome is principally engaged in developing, selling, managing, and leasing residential properties in the United States and may expand from residential properties to other property types, including but not limited to commercial and retail properties.
As of March 31, 2026, the Company had one wholly owned subsidiary, LVD Merger Corp.
Liquidity and Capital Resources
As
of March 31, 2026, the Company had cash in the amount of $, compared to $
In August 2025, the Company completed the distribution of the issued and outstanding shares of Alset Real Estate Holdings Inc. to its shareholders. Following this transaction, the Company has no material operations or sources of revenue and is considered a shell company as defined under Rule 12b-2 of the Securities Exchange Act of 1934.
Going Concern
The Company’s current cash resources are expected to be sufficient only to cover minimal administrative and reporting costs for a limited period. The Company does not have any commitments for additional financing and will require either additional capital or a strategic transaction to continue its existence and satisfy ongoing reporting obligations.
These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from this uncertainty.
| 7 |
On May 30, 2025, the Company entered into an Acquisition Agreement and Plan of Merger (the “Acquisition Agreement”) with SeD Intelligent Home Inc., LVD Merger Corp., a wholly owned subsidiary of the Company; Winning Catering Management Limited (“Winning Group”); Winning Holdings Limited; and Pure Talent Group Limited. Pursuant to the Acquisition Agreement, LVD Merger Corp. will merge with and into Winning Group, with Winning Group surviving the merger as a wholly owned subsidiary of the Company. In connection with the merger, the Company will issue new shares of its common stock, following which Winning Holdings will own approximately 80% of the issued and outstanding shares of the Company.
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 Quarterly Report on Form 10-Q and, therefore, does not currently alleviate the substantial doubt about the Company’s ability to continue as a going concern.
Principles of Consolidation
The condensed consolidated financial statements include the accounts of the Company and its wholly owned and majority owned subsidiaries before the Distribution. All intercompany balances and transactions have been eliminated in consolidation.
Basis of Presentation
The Company’s condensed consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the United States of America, for interim financial information, the instructions to Form 10-Q and Article 10 of Regulation S-X.
The unaudited financial information furnished herein reflects all adjustments, consisting solely of normal recurring items, which in the opinion of management are necessary to fairly state the financial position of the Company and the results of its operations for the periods presented. This report should be read in conjunction with the Company’s consolidated financial statements and notes thereto included in the Company’s Form 10-K for the year ended December 31, 2025, filed on February 25, 2026 and as amended on March 3, 2026. The results of operations for the interim periods presented are not necessarily indicative of results for the year ending December 31, 2026.
| 8 |
Use of Estimates
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts in the condensed consolidated financial statements. Actual results could differ from those estimates.
Basic income (loss) per share is computed by dividing the net income (loss) attributable to the common stockholders by weighted average number of shares of common stock outstanding during the period. Fully diluted income (loss) per share is computed similar to basic income (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. There were no dilutive financial instruments issued or outstanding for the three months ended March 31, 2026 or 2025.
Cash
The
Company considers all highly liquid investments with a maturity of three months or less at the date of acquisition to be cash equivalents.
There were
Real Estate Assets
| ● | Rental of Model Houses |
In May 2023, the Company entered into a lease agreement for one of its model houses located in Montgomery County, Texas. This lease was terminated in February 2025.
On
July 14, 2023, 150 CCM Black Oak Ltd entered into a model home lease agreement with Davidson Homes, LLC (“Davidson”). On
August 3, 2023, Black Oak entered into a development and construction agreement with Davidson to build a model house located in Montgomery
County, Texas. On January 4, 2024, Black Oak paid $
Rental Revenue Recognition
The Company leases real estate properties to its tenants under leases that are predominately classified as operating leases, in accordance with ASC 842, Leases (“ASC 842”). Real estate rental revenue is comprised of minimum base rent and revenue from the collection of lease termination fees.
Rent from tenants is recorded in accordance with the terms of each lease agreement on a straight-line basis over the initial term of the lease. Rental revenue recognition begins when the tenant controls the space and continues through the term of the related lease. Generally, at the end of the lease term, the Company provides the tenant with a one-year renewal option, including mostly the same terms and conditions provided under the initial lease term, subject to rent increases.
The Company defers rental revenue related to lease payments received from tenants in advance of their due dates.
Rental revenue is subject to an evaluation for collectability on several factors, including payment history, the financial strength of the tenant and any guarantors, historical operations and operating trends of the property, and current economic conditions. If our evaluation of these factors indicates that it is not probable that we will recover substantially all of the receivable, rental revenue is limited to the lesser of the rental revenue that would be recognized on a straight-line basis (as applicable) or the lease payments that have been collected from the lessee. Differences between rental revenue recognized and amounts contractually due under the lease agreements are credited or charged to straight-line rent receivable or straight-line rent liability, as applicable.
| 9 |
Cost of Rental Revenue
Cost of rental revenue consists primarily of the costs associated with repairs and maintenance, depreciation, property taxes and other related administrative costs. Utility expenses are paid directly by tenants.
Related Parties
The Company follows subtopic 850-10 of the FASB ASC for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20, related parties include: (a) affiliates of the Company; (b) entities for which investments in their equity securities would be required, absent the election of the FV option under the FV Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d) principal owners of the Company; (e) management of the Company; (f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.
Segments
The
Company has
Recent Accounting Pronouncements
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740) – Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires that an entity, on an annual basis, disclose additional income tax information, primarily related to the rate reconciliation and income taxes paid. The amendment in the ASU is intended to enhance the transparency and decision usefulness of income tax disclosures. The ASU’s amendments are effective for annual periods beginning after December 15, 2024. The adoption of this ASU did not have a material impact on our consolidated financial statements.
Accounting pronouncements pending adoption
In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), which is intended to improve disclosures about a public business entity’s expenses, primarily through additional disaggregation of income statement expenses. ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. The amendments in ASU 2024-03 should be applied either prospectively to financial statements issued for reporting periods after the effective date or retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating the ASU 2024-03 to determine the impact on the Company’s disclosures.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270). This update enhances the clarity and organization of interim reporting and the applicability of Topic 270. It also clarifies the required form and content of interim financial statements, including requiring entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. The standard is effective for interim reporting periods within annual periods beginning after December 15, 2027, with early adoption permitted. Entities may apply the update either prospectively or retrospectively. We are currently evaluating the impact of adopting this standard on our financial statements and disclosures.
2. CONCENTRATION OF CREDIT RISK
The Group maintains cash balances at various financial institutions, and such deposits are insured by the Federal Deposit Insurance Corporation up to applicable limits. At times, these balances may exceed the federal insurance limits.
| 10 |
3. RELATED PARTY TRANSACTIONS
Loan to/from SeD Intelligent Home Inc.
The
Company receives advances from or loans funds to SeD Intelligent Home, the owner of
Below table presents the changes in the loan balances during first three months of 2025.
| SeD Intelligent Home Loan | Interest rate | Due date | 12/31/2024 | Addition | Interest Receivable Offset | 3/31/2025 | ||||||||||||||||
| Principle | % | $ | $ | ( | ) | $ | $ | |||||||||||||||
| Interest Payable | $ | ( | ) | $ | $ | $ | ( | ) | ||||||||||||||
| $ | $ | ( | ) | $ | $ | |||||||||||||||||
Management Fees
MacKenzie
Equity Partners, LLC, an entity owned by Charles MacKenzie, a Director of the Company, has a consulting agreement with a majority-owned
subsidiary of the Company. Pursuant to an agreement entered into in June of 2022, as supplemented in August 2023, the Company’s
subsidiary pays $
The
Company incurred expenses of $
Note from Alset Inc.
On
January 13, 2023, the Company received a note from Alset Inc. in the amount of $
Alset
Inc. owns
Below table presents the changes in the loan balances during first three months of 2025.
| Alset Inc. Loan | Interest rate | Due date | 12/31/2024 | Addition | 3/31/2025 | |||||||||||||
| Principle | % | $ | $ | $ | ||||||||||||||
| Interest Receivable | $ | $ | $ | |||||||||||||||
| $ | $ | $ | ||||||||||||||||
| 11 |
Loans for Operations
During
the three months ended March 31, 2026, the Company borrowed an aggregate of $
4. STOCKHOLDERS’ EQUITY (DEFICIT)
As of March 31, 2026 and December 31, 2025, there were shares of the registrant’s common stock $ par value per share, issued and outstanding.
On July 10, 2025 the Company’s stockholders approved by written consent an amendment to the Company’s Articles of Incorporation to increase the number of authorized shares of voting common stock from shares to shares. The increase in the number of authorized shares of common stock was effected pursuant to a Certificate of Amendment to the Company’s Articles of Incorporation filed with the Secretary of State of the State of Nevada on August 20, 2025 and was effective as of such date.
5. COMMITMENTS AND CONTINGENCIES
Leases
The
Company, before special distribution, leased office space in Maryland. Rent expense was $
The lease was maintained by the Company’s subsidiary that was distributed to shareholders as part of the special distribution in August 2025. Following the distribution, the Company no longer has any active lease agreements.
6. SUBSEQUENT EVENTS
The Company has evaluated events that have occurred after the balance sheet date through the date of this report and determined that there were no subsequent events or transactions that required recognition or disclosure in the consolidated financial statements.
| 12 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This Form 10-Q contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. For this purpose, any statements contained in this Form 10-Q that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as “may”, “will”, “expect”, “believe”, “anticipate”, “estimate” or “continue” or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending on a variety of factors, many of which are not within our control. These factors include but are not limited to economic conditions generally and in the industries in which we may participate, competition within our chosen industry, including competition from much larger competitors, technological advances and failure to successfully develop business relationships. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in our filings with the SEC.
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
Acquisition Agreement and Plan of Merger
On May 30, 2025, the Company entered into an Acquisition Agreement and Plan of Merger (the “Acquisition Agreement”) with (i) SeD Intelligent Home Inc., a Nevada corporation and the majority shareholder of the Company (“SeD”); (ii) LVD Merger Corp., a Nevada corporation and wholly owned subsidiary of the Company (the “Merger Sub”); (iii) Winning Catering Management Limited, a British Virgin Islands corporation (“Winning Group”); (iv) Winning Holdings Limited, a British Virgin Islands corporation (“Winning Holdings”); and (v) Pure Talent Group Limited, a British Virgin Islands corporation (“PTGL” and collectively with SeD, the Merger Sub, the Winning Group and Winning Holdings, the “Parties”).
Pursuant to the terms of the Acquisition Agreement, the Merger Sub will merge with and into Winning Group (the “Merger”), with Winning Group surviving the Merger. Following the Merger, Winning Group will become a wholly owned subsidiary of the Company.
In connection with the Merger and as part of the transaction structure, the Parties also agreed that: 3,754,897,728 new fully paid, non-assessable shares of the Company’s common stock will be issued to Winning Holdings and 234,681,108 shares will be issued to PTGL. At the closing of these transactions (the “Closing”), (i) Winning Holdings will own 80% of the issued and outstanding shares of the Company; (ii) SeD and other existing stockholders will retain 15% of the Company’s shares; and (iii) PTGL will own 5% of the Company’s shares.
On July 10, 2025 the Company received the written consent of its majority shareholder to amend the Company’s Certificate of Incorporation in order to authorize the issuance of common stock adequate to complete the transactions contemplated hereby. The Company increased its authorized shares from 1,000,000,000 shares to 5,000,000,000 shares, par value $0.001 per share.
In addition, as noted above, prior to the Closing, the Company granted the Company’s existing stockholders shares of an entity that holds substantially all of the Company’s existing assets.
Winning Group’s principal line of business is Wing Nin, a Hong Kong food and beverage brand. Renowned for its cart noodles, a Hong Kong staple, Wing Nin sells customizable bowls featuring a choice of noodle bases, a wide array of toppings, and a rich homemade spicy curry sauce. Wing Nin began as a street vendor in the 1960s and has expanded in recent years. Today, Wing Nin has eleven locations across Hong Kong. Wing Nin continues to innovate through product development, improvement in training and operations, and central kitchen automation.
| 13 |
The Acquisition Agreement contains representations, warranties, covenants, and conditions to Closing. The boards of directors of the Company, the Merger Sub, and Winning Group have each approved the Acquisition Agreement and the transactions contemplated therein.
On August 1, 2025, the Company entered into a Contribution Agreement (the “Contribution Agreement”) with Alset Real Estate Holdings Inc., a wholly owned subsidiary of the Company (“Alset Real Estate Holdings”).
Pursuant to the terms of the Contribution Agreement, the Company agreed to transfer its ownership of all of the issued and outstanding shares of Alset EHome Inc., a subsidiary of the Company that owns substantially all of the assets and liabilities of the Company, to Alset Real Estate Holdings. In consideration for the transfer of 5,000 shares of Alset EHome Inc., Alset Real Estate Holdings agreed to issue 704,043,224 shares of its common stock to the Company. This transaction closed on August 1, 2025.
On August 18, 2025, the Company completed the distribution of the issued and outstanding shares of Alset Real Estate Holdings Inc. to holders of the Company’s common stock as of August 15, 2025, in the form of a one-time special dividend (the “Distribution”).
The Distribution, having an aggregate carrying value of approximately $34.8 million as of August 15, 2025 constitutes substantially all of the Company’s net asset value. Shareholders received shares on a pro rata basis, based on the number of shares of the Company’s common stock.
Results of Operations for the Three Months Ended March 31, 2026 and 2025:
Revenue
Revenue was $0 for the three months ended March 31, 2026 as compared to $11,209 for the three months ended March 31, 2025. The decrease in revenue is mainly caused by the fact that the Company has no more material operations following the Distribution.
In May 2023, the Company entered into lease agreement for its model house located in Montgomery County, Texas. The revenue from the lease was $0 and $4,607 in the three months ended March 31, 2026 and 2025, respectively. This lease was terminated in February 2025.
In January 2024, the Company entered into lease agreement for another model house located in Montgomery County, Texas. The revenue from the lease was $0 and $6,602 in the three months ended March 31, 2026 and 2025, respectively.
Cost of Revenue
The cost of revenue in the three months ended on March 31, 2026 was $0. All cost of revenue in the three months ended on March 31, 2025 came from model homes lease agreements. The gross margin ratio for model homes lease agreements in three months ended March 31, 2026 and 2025 was approximately 0% and 54%, respectively.
General and Administrative Expenses
The general and administrative expenses decreased from $1,089,779 for the three months ended March 31, 2025 to $66,219 for the three months ended March 31, 2026 The decrease in general and administrative expenses was caused by the deconsolidation of Alset Real Estate Holdings Inc. on August 18, 2025.
Other Non-operating Income (Expense)
In the three months ended March 31, 2026, the Company had other non-operating income of $0 compared to other non-operating income of $374,582 in the three months ended March 31, 2025. The decrease in other non-operating income was caused by the Distribution.
Net Loss
The Company had a net loss of $66,219 for the three months ended on March 31, 2026 and a net loss of $718,315 for the three months ended on March 31, 2025.
| 14 |
Liquidity and Capital Resources
As of March 31, 2026, the Company had cash in the amount of $0, compared to $5,912 as of December 31, 2025.
In August 2025, the Company completed a special distribution of substantially all of its assets to shareholders. Following this transaction, the Company has no material operations or sources of revenue and is considered a shell company as defined under Rule 12b-2 of the Securities Exchange Act of 1934.
The Company’s current cash resources are expected to be sufficient only to cover minimal administrative and reporting costs for a limited period. The Company does not have any commitments for additional financing and will require either additional capital or a strategic transaction to continue its existence and satisfy ongoing reporting obligations.
These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from this uncertainty.
The planned merger, discussed under Acquisition Agreement and Plan of Merger paragraph above, 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 Quarterly Report on Form 10-Q and, therefore, does not currently alleviate the substantial doubt about the Company’s ability to continue as a going concern.
Summary of Cash Flows
A summary of cash flows from operating, investing and financing activities for the three months ended March 31, 2026 and 2025 are as follows:
| 2026 | 2025 | |||||||
| Net Cash Used in Operating Activities | $ | (5,912 | ) | $ | (251,965 | ) | ||
| Net Cash Provided by Investing Activities | $ | - | $ | 470,000 | ||||
| Net Cash Provided by Financing Activities | $ | - | $ | - | ||||
| Net (Decrease) Increase in Cash and Restricted Cash | $ | (5,912 | ) | $ | 218,035 | |||
| Cash and restricted cash at beginning of the period | $ | 5,912 | $ | 2,870,809 | ||||
| Cash and restricted cash at end of the period | $ | - | $ | 3,088,844 | ||||
Cash Flows from Operating Activities
In the three months ended March 31, 2026, cash used in operating activities was $5,912 compared to cash used of $251,965 in the three months ended March 31, 2025. Administrative expenses were the main reason for the cash used in the three months ended March 31, 2025.
Cash Flows from Investing Activities
Cash flows provided by investing activities in the three months ended March 31, 2026 were $0. Cash flows provided by investing activities in the three months ended March 31, 2025 of $470,000 were for repayment of promissory note receivable from a related party.
Cash Flows from Financing Activities
There was no cash provided by or used in financing activities during the three months ended March 31, 2026 and 2025.
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Off-Balance Sheet Arrangements
As of March 31, 2026, we did not have any off-balance sheet arrangements, as defined under applicable SEC rules.
Critical Accounting Policy and Estimates
The Company’s condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). For detail accounting policy and estimates information, please see Note 1 in the condensed consolidated financial statements.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
As a “smaller reporting company” as defined by Item 10(f)(1) of Regulation S-K, the Company is not required to provide the information required by this Item.
Item 4. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this report, an evaluation was performed under the supervision and with the participation of our management, including our Chief Executive Officers and Chief Financial Officers, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based on that evaluation, our management, including our Chief Executive Officers and Chief Financial Officers concluded that our disclosure controls and procedures are not effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s (“SECs”) rules and forms and to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officers and Chief Financial Officers, as appropriate to allow timely decisions regarding required disclosure.
(b) Changes in the Company’s Internal Controls Over Financial Reporting
There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15(d)-15(f) under the Exchange Act) that occurred during the quarterly period ended March 31, 2026 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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Part II. Other Information
Item 1. Legal Proceeding
The registrant is not a party to, and its property is not the subject of, any material pending legal proceedings.
Item 1A. Risk Factors
Not applicable to smaller reporting companies.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not Applicable.
Item 5. Other Information
Not Applicable.
Item 6. Exhibits
The following documents are filed as a part of this report:
* Filed herewith.
** Furnished herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| WINNING CATERING GROUP, INC. | ||
| April 22, 2026 | By: | /s/ Fai H. Chan |
| Fai H. Chan | ||
| Co-Chief Executive Officer and Director | ||
| (Principal Executive Officer) | ||
| April 22, 2026 | By: | /s/ Moe T. Chan |
| Moe T. Chan | ||
| Co-Chief Executive Officer and Director | ||
| (Principal Executive Officer) | ||
| April 22, 2026 | By: | /s/ Rongguo (Ronald) Wei |
| Rongguo (Ronald) Wei | ||
| Co-Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) | ||
| April 22, 2026 | By: | /s/ Alan W. L. Lui |
| Alan W. L. Lui | ||
| Co-Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) | ||
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