8-K
Winning Catering Group, Inc. (WNHK)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 13, 2023
LiquidValue Development Inc.
(Exact name of registrant as specified in its charter)
| Nevada | 000-55038 | 27-1467607 |
|---|---|---|
| (State<br> or other jurisdiction<br><br> <br>of<br> incorporation) | (Commission<br><br> <br>File<br> Number) | (IRS<br> Employer<br><br> <br>Identification<br> No.) |
| 4800<br> Montgomery Lane, Suite 210 | ||
| --- | --- | |
| Bethesda, MD | 20814 | |
| (Address<br> of principal executive offices) | (Zip<br> Code) |
Registrant’s
telephone number, including area code: 301-971-3940
NA
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act: None.
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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. ☐
| Item2.01 | Completion of Acquisition or Disposition of Assets. |
|---|
On December 9, 2022, Alset EHome Inc., a subsidiary of LiquidValue Development Inc. (the “Company”), entered into an agreement with Alset International Limited and Alset Inc. pursuant to which Alset EHome Inc. agreed to sell its subsidiary American Home REIT Inc. (“AHR”), which owns 112 single-family rental homes, to Alset Inc. The closing of the transaction contemplated by this agreement was completed on January 13, 2023.
Alset EHome Inc. sold AHR for a total consideration of $26,250,933, including the forgiveness of debt in the amount of $13,900,000, a promissory note in the amount of $11,350,933 and a cash payment of $1,000,000. This purchase price represents the book value of AHR as of November 30, 2022. The closing of this transaction was approved by the stockholders of Alset International Limited.
Alset Inc. owns 85.4% of Alset International Limited, and Alset International Limited indirectly owns approximately 99.9% of the Company. Certain members of the Company’s Board of Directors and management are also members of the Board of Directors and management of each of Alset International Limited and Alset Inc. Chan Heng Fai, the Chairman, Chief Executive Officer and majority stockholder of Alset Inc., is also the Chairman and Chief Executive Officer of both the Company and Alset International Limited; Chan Tung Moe is the Co-Chief Executive Officer and a member of the Board of Directors of Alset Inc., Alset International Limited and the Company; and Charles MacKenzie, a director of the Company, is also an officer of Alset Inc.
| Item9.01 | Financial Statements and Exhibits. |
|---|
(b)Pro Forma Financial Information
The unaudited pro forma condensed consolidated financial information of the Company giving effect to the sale of AHR is filed as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.
(d)Exhibits.
| Exhibit<br> No. | Description |
|---|---|
| 99.1 | Unaudited Pro Forma Condensed Consolidated Financial Information |
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document) |
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 hereunto duly authorized.
| LiquidValue<br> Development Inc. | ||
|---|---|---|
| Date:<br> January 20, 2023 | By: | /s/ Rongguo Wei |
| Name: | Rongguo<br> Wei | |
| Title: | Co-Chief<br> Financial Officer |
Exhibit99.1
LIQUIDVALUEDEVELOPMENT INC.
UnauditedPro Forma Condensed Consolidated Financial Information
On December 9, 2022, Alset EHome Inc., a fully owned subsidiary of LiquidValue Development Inc. (“the Company”), entered into an agreement with Alset International Limited and Alset Inc. pursuant to which Alset EHome Inc. agreed to sell its fully owned subsidiary, American Home REIT Inc. (“AHR”), which owns 112 single-family rental homes, to Alset Inc. The closing of the transaction contemplated by this agreement was completed on January 13, 2023.
Alset EHome Inc. sold AHR to Alset Inc. for a total consideration of $26,250,933, including the forgiveness of debt in the amount of $13,900,000, a promissory note in the amount of $11,350,933 and a cash payment of $1,000,000. This purchase price represents the book value of AHR as of November 30, 2022.
The sale of AHR was considered a significant disposition for purposes of Item 2.01 of Form 8-K. Accordingly, the Company has prepared the accompanying unaudited pro forma condensed consolidated financial information in accordance with Article 11 of Regulation S-K.
The unaudited pro forma condensed consolidated financial information is presented based on assumptions, adjustments and currently available information described in the accompanying notes and is intended for informational purposes only. The unaudited pro forma condensed consolidated financial information is not necessarily indicative of what the Company’s results of operations or financial condition would have been had the sale of AHR occurred on the dates assumed. In addition, it is not necessarily indicative of the Company’s future results of operations or financial condition.
LiquidValueDevelopment Inc. and American Home REIT Inc.
UnauditedPro Forma Condensed Consolidated Balance Sheets
December31, 2022
| American Home REIT | Adjustments | Note 2 | Pro Forma After Disposition | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Unaudited) | ||||||||||||
| Assets: | ||||||||||||
| Real Estate | ||||||||||||
| Investments in Single-family Residential Properties | ||||||||||||
| Land | 4,908,590 | $ | 4,908,590 | $ | - | $ | - | |||||
| Building and Improvements | 21,933,889 | 21,933,889 | - | - | ||||||||
| 26,842,479 | 26,842,479 | - | - | |||||||||
| Less: Accumulated Depreciation | (776,274 | ) | (776,274 | ) | - | - | ||||||
| Investments in Single-family Residential Properties, Net | 26,066,205 | 26,066,205 | - | - | ||||||||
| Construction in Progress | 15,616,257 | - | - | 15,616,257 | ||||||||
| Land Held for Development | 7,943,126 | - | - | 7,943,126 | ||||||||
| Other Properties | 411,528 | - | - | 411,528 | ||||||||
| Total Real Estate | 50,037,116 | 26,066,205 | - | 23,970,911 | ||||||||
| Cash | 2,221,269 | 1,186,658 | 1,000,000 | (a) | 2,034,611 | |||||||
| Restricted Cash | 309,219 | - | - | 309,219 | ||||||||
| Accounts Receivable | 34,744 | - | - | 34,744 | ||||||||
| Other Receivable | 96,415 | 34,744 | - | 61,671 | ||||||||
| Related Party Receivable | 2,279 | 2,279 | 11,350,933 | (b) | 11,350,933 | |||||||
| Prepaid Expenses | 12,445 | 4,413 | - | 8,032 | ||||||||
| Fixed Assets, Net | 4,629 | - | - | 4,629 | ||||||||
| Deposits | 23,603 | - | - | 23,603 | ||||||||
| Operating Lease Right-Of-Use Asset | 108,950 | - | - | 108,950 | ||||||||
| Total Assets | 52,850,669 | $ | 27,294,299 | $ | 12,350,933 | $ | 37,907,303 | |||||
| Liabilities and Stockholders’ Equity: | ||||||||||||
| Liabilities: | ||||||||||||
| Accounts Payable and Accrued Expenses | 2,336,083 | $ | 1,095,736 | $ | - | $ | 1,240,347 | |||||
| Accrued Interest - Related Parties | 1,383,019 | - | - | 1,383,019 | ||||||||
| Operating Lease Liability | 110,431 | - | - | 110,431 | ||||||||
| Note Payable - Related Parties | 26,443,055 | - | (13,900,000 | ) | (c) | 12,543,055 | ||||||
| Total Liabilities | 30,272,588 | 1,095,736 | (13,900,000 | ) | 15,276,852 | |||||||
| Stockholders’ Equity: | ||||||||||||
| Common Stock, at par 0.001, 1,000,000,000 shares authorized and 704,043,324 issued, and outstanding at December 31, 2022 | 704,043 | - | - | 704,043 | ||||||||
| Additional Paid in Capital | 32,542,720 | 26,384,178 | 26,384,178 | (d) | 32,542,720 | |||||||
| Accumulated Deficit | (10,742,942 | ) | (185,615 | ) | (133,245 | ) | (e) | (10,690,572 | ) | |||
| Total LiquidValue Development Inc. Stockholders’ Equity | 22,503,821 | 26,198,563 | 26,250,933 | 22,556,191 | ||||||||
| Non-controlling Interests | 74,260 | 74,260 | ||||||||||
| Total Stockholders’ Equity | 22,578,081 | 26,198,563 | 26,250,933 | 22,630,451 | ||||||||
| Total Liabilities and Stockholders’ Equity | 52,850,669 | $ | 27,294,299 | $ | 12,350,933 | $ | 37,907,303 |
All values are in US Dollars.
LiquidValueDevelopment Inc. and American Home REIT Inc.
UnauditedPro Forma Condensed Consolidated Statements of Operations
Forthe Years Ended December 31, 2022
| LiquidValue | American Home Reit | Adjustments | Note 2 | Pro Forma After Disposition | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Unaudited) | (Unaudited) | ||||||||||||
| Revenue | |||||||||||||
| Rental | $ | 1,810,011 | $ | 1,810,011 | $ | - | $ | - | |||||
| Property | 665,291 | 665,291 | |||||||||||
| 2,475,302 | 1,810,011 | - | 665,291 | ||||||||||
| Operating Expenses | |||||||||||||
| Cost of Revenue | 2,219,732 | 2,219,732 | |||||||||||
| General and Administrative | 1,618,527 | 1,966,223 | - | (347,696 | ) | ||||||||
| Total Operating Expenses | 3,838,259 | 1,966,223 | - | 1,872,036 | |||||||||
| Loss From Operations | (1,362,957 | ) | (156,212 | ) | (1,206,745 | ) | |||||||
| Other Income & Expense | |||||||||||||
| Interest Expense, net | (1,028,934 | ) | (123 | ) | 1,512,267 | (f) | 483,456 | ||||||
| Other Income | 108,617 | 108,617 | |||||||||||
| Other Expense | - | - | (133,245 | ) | (e) | (133,245 | ) | ||||||
| Total Other Income (Expense) | (920,317 | ) | (123 | ) | 1,379,022 | 458,828 | |||||||
| Net Loss Before Income Taxes | (2,283,274 | ) | (156,335 | ) | 1,379,022 | (747,917 | ) | ||||||
| Income Tax Expense | - | - | - | - | |||||||||
| Net Loss | (2,283,274 | ) | (156,335 | ) | 1,379,022 | (747,917 | ) | ||||||
| Net Income Attributable to Non-controlling Interests | 22,725 | - | - | 22,725 | |||||||||
| Net Loss Attributable to Common Stockholders | $ | (2,305,999 | ) | $ | (156,335 | ) | $ | 1,379,022 | $ | (770,642 | ) | ||
| Net Loss Per Share - Basic and Diluted | $ | (0.00 | ) | $ | (0.00 | ) | |||||||
| Weighted Average Common Shares Outstanding - Basic and Diluted | 704,043,324 | 704,043,324 |
LiquidValueDevelopment Inc. and American Home REIT Inc.
UnauditedPro Forma Condensed Consolidated Statements of Operations
Forthe Years Ended December 31, 2021
| LiquidValue | American Home REIT | Adjustments | Note 2 | Pro Forma After Disposition | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (Unaudited) | |||||||||||
| Revenue | |||||||||||
| Rental | $ | 327,296 | $ | 327,296 | $ | - | $ | - | |||
| Property | 13,886,084 | 13,886,084 | |||||||||
| 14,213,380 | 327,296 | - | 13,886,084 | ||||||||
| Operating Expenses | |||||||||||
| Cost of Revenue | 11,551,301 | 11,551,301 | |||||||||
| General and Administrative | 1,498,052 | 356,576 | - | 1,141,476 | |||||||
| Total Operating Expenses | 13,049,353 | 356,576 | - | 12,692,777 | |||||||
| Loss From Operations | 1,164,027 | (29,280 | ) | - | 1,193,307 | ||||||
| Other Income & Expense | |||||||||||
| Interest Expense, net | (153,900 | ) | - | 1,512,267 | (f) | 1,358,367 | |||||
| Other Income | 4,142 | 4,142 | |||||||||
| Total Other Income (Expense) | (149,758 | ) | - | 1,512,267 | 1,362,509 | ||||||
| Net Income (Loss) Before Income Taxes | 1,014,269 | (29,280 | ) | 1,512,267 | 2,555,816 | ||||||
| Income Tax Expense | 91,916 | - | - | 91,916 | |||||||
| Net Income (Loss) | 922,353 | (29,280 | ) | 1,512,267 | 2,463,900 | ||||||
| Net Income Attributable to Non-controlling Interests | 686,496 | - | - | 686,496 | |||||||
| Net Income (Loss) Attributable to Common Stockholders | $ | 235,857 | $ | (29,280 | ) | $ | 1,512,267 | $ | 1,777,404 | ||
| Net Income Per Share - Basic and Diluted | $ | 0.00 | $ | 0.00 | |||||||
| Weighted Average Common Shares Outstanding - Basic and Diluted | 704,043,324 | 704,043,324 |
LiquidValue Development Inc. and American Home REIT Inc.
Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
Note1 – Basis of Presentation
The unaudited pro forma balance sheet after disposition has been prepared by applying pro forma adjustments to LiquidValue Development Inc. (“the Company”) and American Home REIT Inc. (“AHR”) unaudited consolidated balance sheets as of December 31, 2022. Pro forma adjustments were computed assuming the transaction was consummated on December 31, 2022.
The unaudited pro forma statement of operations for the year ended December 31, 2022 has been prepared from the Company’s and AHR’s unaudited consolidated statement of operations for the year ended December 31, 2022. Pro forma adjustments were computed assuming the transaction occurred at January 1, 2022 and carried through the year.
The unaudited pro forma statement of operations for the year ended December 31, 2021 has been prepared from the Company’s audited consolidated statement of operations for the year ended December 31, 2021 and AHR’s unaudited consolidated statement of operations for the year ended December 31, 2021. Pro forma adjustments were computed assuming the transaction occurred at January 1, 2021 and carried through the year.
Note2 – Pro Forma Adjustments
Alset EHome Inc. sold AHR, the company that owns these 112 homes, to Alset Inc. for a total consideration of $26,250,933, including the forgiveness of debt in the amount of $13,900,000 (c), a promissory note in the amount of $11,350,933 (b) and a cash payment of $1,000,000 (a). This purchase price represents the book value of AHR as of November 30, 2022. The difference $133,245 (e) between book value $26,384,178 (d) as of December 31, 2022 and purchase price $26,250,933 was recorded as other expenses by adjustments.
The Company would reduce interest expense $695,000 ($13,900,000 debt forgiveness with annual interest rate 5%) and generate interest income $817,267 ($11,350,933 promissory note with annual interest rate 7.2%), total increased interest income $1,512,267 (f).