Winning Catering Group, Inc. (WNHK) - 2025 Annual Report: A Complete Business Transformation

Winning Catering Group, Inc. (WNHK) underwent a profound transformation in 2025, fundamentally reshaping its identity and future. This summary offers investors a clear, forward-looking perspective on the company's dramatic shift from real estate to catering.

Executive Summary: A New Beginning

In 2025, Winning Catering Group, Inc. (WNHK) completely changed its business. The company fully divested its long-standing real estate development operations and pivoted towards the catering industry through a planned acquisition. This strategic move means WNHK now operates as a "shell company," awaiting the completion of its new catering venture. Investors should recognize that the company's past performance in real estate no longer indicates its future potential.

1. Business Overview

Old Business: Until recently, WNHK, formerly known as LiquidValue Development Inc., focused primarily on land development. Its projects included "Lakes at Black Oak" in Texas and "Ballenger Run" in Maryland.

The Spin-off (August 2025):

• WNHK spun off its entire real estate division, Alset EHome Inc., creating a new, independent public company called Alset Real Estate Holdings Inc.
• As part of this transaction, WNHK distributed shares of Alset Real Estate Holdings Inc. to its existing shareholders as a special dividend. This distribution was valued at approximately $34.8 million.
• Impact: This action marked WNHK's complete exit from the real estate sector. Shareholders who owned WNHK stock before August 2025 received shares in the new real estate entity, while WNHK itself ceased all real estate operations. The spin-off aimed to unlock value and allow both companies to pursue independent strategic paths.

The New Direction: Entering the Catering Industry

Shell Company Status: After the spin-off, Winning Catering Group, Inc. became a "shell company." This means it held minimal assets, conducted no active business operations, and primarily functioned as a corporate structure seeking a new business to acquire.

Planned Acquisition of Winning Catering Management Limited:

• In May 2025, WNHK announced its definitive plan to acquire Winning Catering Management Limited (WCM), a Hong Kong-based company specializing in corporate and event catering services.
• Acquisition Terms: The acquisition is structured as an all-stock transaction. WNHK will issue new shares to WCM's current owners. While specific valuation and share issuance details are still pending, upon completion, WCM's owners expect to hold approximately 80% of the combined Winning Catering Group, Inc. This will lead to a significant change of control and substantial dilution for existing WNHK shareholders.
• Expected Closing: The acquisition depends on customary closing conditions, including regulatory approvals and potential shareholder votes. An anticipated closing date has not yet been firmly established.

2. Financial Performance (Management's Discussion and Analysis)

This section details WNHK's financial condition and operating results for the year ended December 31, 2025, reflecting the profound impact of its strategic pivot and spin-off.

Results of Operations: For the year ended December 31, 2025, WNHK reported negligible revenue, a dramatic decrease from previous periods when it operated in real estate development. The company incurred a net loss, primarily due to administrative, legal, and professional expenses related to the real estate division's spin-off and ongoing efforts for the proposed acquisition of Winning Catering Management Limited. This net loss reflects the costs of maintaining a public shell entity without any revenue-generating operations during the transition. Year-over-year, the company's operational performance shifted from real estate-driven revenue and costs to minimal activity and overhead expenses associated with its shell status.

Financial & Operational Snapshot (Year-End 2025): The spin-off and transition profoundly impacted WNHK's financial position:

• Assets: Total assets dramatically decreased from approximately $38.8 million at the end of 2024 to a mere $5,912 by December 31, 2025, reflecting the complete divestment of the real estate business.
• Liabilities: Similarly, total liabilities fell from about $3 million at the end of 2024 to $0 by the end of 2025, indicating a clean balance sheet post-spin-off.
• Cash Flow: Cash flow from operations was negative, reflecting the costs of maintaining a shell entity without revenue-generating activities.
• Employees: The company transitioned from six full-time employees at the end of 2024 to zero full-time employees by December 31, 2025, now relying on external contractors for administrative support.

3. Risk Factors

Investing in the "new" Winning Catering Group, Inc. carries significant risks:

• Acquisition Completion Risk: The acquisition of Winning Catering Management Limited is not guaranteed. It depends on various closing conditions, including regulatory approvals and potential shareholder votes. Failure to complete the acquisition would leave WNHK as a shell company with limited prospects.
• Integration Challenges: Should the acquisition close, integrating WCM's operations, management, and culture into WNHK's corporate structure could present operational, financial, and strategic challenges.
• Performance of the New Business: WNHK's future success will depend entirely on Winning Catering Management Limited's performance and growth in the highly competitive catering market.
• Dilution and Change of Control: Issuing new shares to WCM's owners will significantly dilute existing WNHK shareholders and result in a substantial change in corporate control, potentially leading to new management and board members.
• Liquidity and Listing Risks: As a shell company, WNHK faces risks regarding its ability to maintain a public listing and ensure sufficient trading liquidity for its shares post-acquisition. WNHK's stock did not trade during the year ended December 31, 2025. This lack of trading activity is typical for a company undergoing such a significant transformation and operating as a shell, impacting liquidity and market access for investors.
• Going Concern: With minimal assets and no current operations, the company's ability to continue as a going concern hinges on the successful completion and integration of the WCM acquisition and its subsequent operational performance.

5. Financial Health (Debt, Cash, Liquidity)

Liquidity and Capital Resources: As of December 31, 2025, WNHK held minimal cash and total assets of only $5,912. The company reported zero total liabilities, indicating no outstanding debt. Cash flow from operations was negative, reflecting administrative costs incurred during the transition period without any revenue-generating activities. The company's current financial health reflects its shell status, with very limited internal capital resources. Its ability to fund future operations and complete the acquisition entirely depends on the successful closing of the WCM acquisition, which is structured as an all-stock transaction. Post-acquisition, the combined entity's liquidity and capital resources will stem from Winning Catering Management Limited's financial performance and cash generation capabilities. The company currently lacks any credit facilities or significant sources of external financing.

6. Future Outlook (Guidance, Strategy)

WNHK's primary strategy is to successfully finalize the acquisition of Winning Catering Management Limited and establish itself as a growth-oriented catering company. The company aims to leverage WCM's existing market presence, operational expertise, and client base to expand its catering services, potentially targeting new geographic markets or service segments. The focus will be on operational efficiency and strategic growth within the catering industry. Specific financial guidance for the post-acquisition period is not available.

Conclusion for Investors

Winning Catering Group, Inc. in 2025 represents a company in a profound state of transition. Investors should view this as an investment in the future catering business of Winning Catering Management Limited, rather than the former real estate entity. A thorough understanding of WCM's business model, its historical financial performance, and the finalized terms of the acquisition will be critical for evaluating this new investment opportunity.