10-K - WNHK - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

10-K

(Mark One)

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

☐	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: 000-55038

WINNING

CATERING GROUP, INC.

(Exact name of registrant as specified in its charter)

Nevada	27-1467607
(State<br> or other jurisdiction of<br><br> <br>incorporation<br> or organization)	(I.R.S.<br> Employer<br><br> <br>Identification<br> Number)
4800 Montgomery Lane, Suite 210<br><br> <br>Bethesda, MD 20814	301-971-3940
(Address<br> of Principal Executive Offices)	Registrant’s<br> telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to section 12(g) of the Act: Common Stock, $0.001 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒

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. Yes ☒ No ☐

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 (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large<br> accelerated filer	☐	Accelerated<br> filer	☐
Non-accelerated<br> filer	☒	Smaller<br> reporting company	☒
		Emerging<br> 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statement of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. The Company’s common stock did not trade during the year ended December 31, 2025.

Indicate

the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. As of February 24, 2026, there were 704,043,324 shares outstanding of the registrant’s common stock, $0.001 par value.

DOCUMENTS

INCORPORATED BY REFERENCE

None.

Throughoutthis Report on Form 10-K, the terms the “Company,” “we,” “us,” and “our” refer to WinningCatering Group, Inc., and “our board of directors” refers to the board of directors of Winning Catering Group, Inc.

CAUTIONARY

STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This Annual Report on Form 10-K contains forward-looking statements regarding, among other things, our future operating results and financial position, our business strategy, and other objectives for our future operations. The words “anticipate,” “believe,” “intend,” “expect,” “may,” “estimate,” “predict,” “project,” “potential” and similar expression are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. There are a number of important risks and uncertainties that could cause our actual results to differ materially from those indicated by forward-looking statements. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments that we may make.

You should read this Report on Form 10-K and the documents that we have filed as exhibits to this Report on Form 10-K completely and with the understanding that our actual future results may be materially different from what we expect. The forward-looking statements contained in this Report on Form 10-K are made as of the date of this Report on Form 10-K, and we do not assume any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

Winning

Catering Group, Inc.

Form

10-K

For

the Year Ended December 31, 2025

Table

of Contents

		Page
	PART<br> I	3
Item<br> 1.	Business	3
Item<br> 1A.	Risk<br> Factors	5
Item<br> 1B.	Unresolved<br> Staff Comments	7
Item<br> 1C.	Cybersecurity	7
Item<br> 2.	Properties	8
Item<br> 3.	Legal<br> Proceedings	8
Item<br> 4.	Mine<br> Safety Disclosures	8
	PART<br> II	9
Item<br> 5.	Market<br> for Company’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities	9
Item<br> 7.	Management’s<br> Discussion and Analysis of Financial Condition and Results of Operations	10
Item<br> 7A.	Quantitative<br> and Qualitative Disclosures About Market Risk	16
Item<br> 8.	Financial<br> Statements and Supplementary Data	17
Item<br> 9.	Changes<br> in and Disagreements with Accountants on Accounting and Financial Disclosures	34
Item<br> 9A.	Controls<br> and Procedures	34
Item<br> 9B.	Other<br> Information	35
Item<br> 9C.	Disclosure<br> Regarding Foreign Jurisdictions that Prevent Inspections	35
	PART<br> III	35
Item<br> 10.	Directors,<br> Executive Officers and Corporate Governance	35
Item<br> 11.	Executive<br> Compensation	39
Item<br> 12.	Security<br> Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	40
Item<br> 13.	Certain<br> Relationships and Related Transactions, and Director Independence	41
Item<br> 14.	Principal<br> Accounting Fees and Services	43
	PART<br> IV	44
Item<br> 15.	Exhibit<br> and Financial Statement Schedules	44
Item<br> 16.	Form<br> 10-K Summary	45
Signatures		46

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PART

Item1. Business.

General

Winning Catering Group, Inc. (formerly known as LiquidValue Development Inc., the “Company”) was incorporated in the State of Nevada on December 10, 2009. Our address is 4800 Montgomery Lane, Suite 210, Bethesda, MD, 20814. Our telephone number is 301-971-3940.

On August 1, 2025, the Company entered into a 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., the company that owns substantially all of what was previously the assets and liabilities of the Company, to Alset Real Estate Holdings.

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. The Company became a “shell company” as that term is defined in Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act, pending the closing of the transaction contemplated by the Acquisition Agreement described below.

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.

On December 29, 2017, the Company, SeD Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of the Company (the “Merger Sub”), Alset EHome Inc. (referred to herein as “Alset EHome”), a Delaware corporation, and SeD Intelligent Home Inc., a Delaware corporation entered into an Acquisition Agreement and Plan of Merger (the “Agreement”) pursuant to which the Merger Sub was merged with and into Alset EHome, with Alset EHome surviving as a wholly-owned subsidiary of the Company. The closing of this transaction (the “Closing”) also took place on December 29, 2017. The Company’s business operations became those operations that Alset EHome was conducting.

With the completion of the Company’s acquisition of Alset EHome, we entered into the business of land development. While the Company owned real estate, the Company did not intend to be a REIT for federal tax purposes. Alset EHome’s Lakes at Black Oak project was a land sub-division development located north of Houston, Texas. The Lakes at Black Oak project initially consisted of 162 acres; in January of 2021, this project was expanded with the purchase of an approximately 6.3 acre tract of land. Alset EHome conducted its operations through wholly and partially owned subsidiaries. Alset EHome’s affiliates provided project and asset management via separate agreements with consultants.

The Company has one reportable segment, real estate, which includes its land development projects and rental business. The Company’s chief operating decision makers (the “CODMs”) are the Co-Chief Executive Officers, who review and assess the performance of the Company as a whole. The CODMs primarily use net income (loss) and operating income (loss) to evaluate performance and allocate resources, and these measures are prepared on the same basis as in the Company’s Consolidated Statements of Operations. The CODMs use these measures in assessing ongoing operations and in the Company’s internal planning and forecasting processes. Segment expenses and other items are provided to the CODMs on the same basis as presented in the Consolidated Statements of Operations, and the CODMs do not use information on segment assets in evaluating performance or allocating resources.

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As of December 31, 2025, we had total assets of $5,912 and total liabilities of $0. As of December 31, 2024, we had total assets of $38,792,674 and total liabilities of $2,991,375.

Employees

At the present time, the Company has no full-time employees. As of December 31, 2024 the Company had six full-time employees. Much of our work is done by contractors retained for projects, and at the present time we have no part-time employees.

Compliancewith Government Regulation

The development of our real estate projects required the Company to comply with federal, state and local environmental regulations. In connection with this compliance, our real estate acquisition and development projects required environmental studies. Through the date of the Distribution, the Company had spent approximately $71,431 on environmental studies and compliance. The Company did not incur any environmental study or compliance expenditures during the fiscal years ended December 31, 2025 and 2024.

At the present time, we believe that we have all of the material government approvals that we need to conduct our business as currently conducted. We are required to comply with government regulations and to make filings from time to time with various government entities. Such work is typically handled by outside contractors we retain.

CorporateOrganization

As of December 31, 2025, the Company had one wholly owned subsidiary, LVD Merger Corp.

Lakesat Black Oak

Alset EHome’s Lakes at Black Oak project is a land sub-division development located north of Houston, Texas. Our Lakes at Black Oak project initially consisted of 162 acres.

On January 13, 2021, 150 CCM Black Oak, Ltd. purchased an approximately 6.3 acre tract of land in Montgomery County, Texas.

On March 17, 2023, 150 CCM Black Oak Ltd. entered into a Purchase and Sale Agreement (the “Davidson Agreement”) with Davidson Homes, LLC, an Alabama limited liability company. Pursuant to the terms of the Davidson Agreement, Black Oak agreed to sell approximately 189 single-family detached residential lots developed within section 2 of Lakes at Black Oak project. The sale of the first 94 lots closed on May 30, 2023. The sale of remaining lots closed on January 4, 2024.

On July 1, 2024, 150 CCM Black Oak Ltd., closed the sale of 70 single-family detached residential lots comprising a section of a residential community in Lakes at Black Oak to Century Land Holdings of Texas, LLC. The lots were sold at a fixed per-lot price, and Black Oak also received a community enhancement fee for each lot sold. The aggregate purchase price and community enhancement fees, minus certain expenses, equaled a combined total of approximately $3.8 million.

On October 10, 2024 150 CCM Black Oak Ltd. closed the sale of 72 single-family detached residential lots comprising a section of a residential community Lakes at Black Oak to Century Land Holdings of Texas, LLC. The lots were sold at a fixed per-lot price, and the Seller also received a community enhancement fee for each lot sold. The aggregate purchase price and community enhancement fees, minus certain expenses, equaled a combined total of approximately $3.9 million.

On December 16, 2024, Alset EHome Inc. closed the sale of 63 single-family detached residential lots comprising a section of a residential community near Houston, Texas known as “Alset Villas” to Century Land Holdings of Texas, LLC. The lots were sold at a fixed per-lot price, and the Seller also received a community enhancement fee for each lot sold. The aggregate purchase price and community enhancement fees, minus certain expenses, equaled a combined total of approximately $3.8 million.

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As of December 31, 2024 the Company sold all the lots available for sale.

BallengerRun

In November 2015, we completed the $15.65 million acquisition of Ballenger Run, a 197-acre land sub-division development located in Frederick County, Maryland. The Ballenger Run project was nearly completed before the Distribution, as all lots have been sold and the Company was completing its final tasks related to the project.

ModelHomes

In May 2023, the Company entered into a lease agreement for one of its model houses located in Montgomery County, Texas. The 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 $220,076 to Davidson as reimbursement for final construction cost and the contractor’s fee. The model home lease commenced on January 1, 2024, lease term is twenty-four (24) full months and annual base rent equals to twelve percent (12%) of the total of the final cost of construction costs and the contractor’s fee.

AdditionalInformation

The Company is subject to the information requirements of the Exchange Act, and, in accordance therewith, files annual, quarterly, and special reports, proxy statements and other information with the Commission. The Commission maintains an internet website at http://www.sec.gov that contains reports, proxy and information statements and other information regarding issuers that file electronically with the Commission. The periodic reports, proxy statements and other information that the Company files with the Commission are available for inspection on the Commission’s website free of charge as soon as reasonably practicable after they are electronically filed with or furnished to the Commission.

Item1A. Risk Factors.

An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and the other information in this report before making a decision to invest in our common stock. If any of the following risks and uncertainties develop into actual events, our business, results of operations and financial condition could be adversely affected. In those cases, the trading price of our common stock could decline and you may lose all or part of your investment. As a “smaller reporting company”, the Company is not required to provide the information required by this item, but below are the risk factors the Company believes investors should consider before purchasing any of the Company’s securities.

RisksRelated to Our Company

Wemust retain key personnel for the success of our business.

Our success is highly dependent on the skills and knowledge of our management team, including their knowledge of our projects and network of relationships. If we are unable to retain the members of such team, or adequate substitutes, this could have a material adverse effect on our business and financial condition.

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Ifwe fail to effectively manage our growth our future business results could be harmed and our managerial and operational resources maybe strained.

As we proceed with the expansion of our operations, we expect to experience significant and rapid growth in the scope and complexity of our business. We will need to hire additional personnel in order to successfully advance our operations. This growth is likely to place a strain on our management and operational resources. The failure to develop and implement effective systems, or to hire and retain sufficient personnel for the performance of all of the functions necessary to effectively service and manage our potential business, or the failure to manage growth effectively, could have a materially adverse effect on our business and financial condition.

Membersof our management may face competing demands relating to their time, and this may cause our operating results to suffer.

Fai H. Chan and Moe T. Chan, our Co-Chief Executive Officers and each a director of our Company, are involved in a number of projects other than our Company’s real estate business. Both have their primarily residences and business offices in Asia, and accordingly, there will be limits on how often they are able to visit the locations of our real estate projects. Similarly, our Co-Chief Financial Officers are both engaged in non-real estate activities. Among our directors and officers, only one of our Co-Chief Financial Officers, Ronald Wei, and one of our directors, Charles MacKenzie, resides and works in the United States.

Sincesome members of our board of directors are not residents of the United States, shareholders may not be able to enforce a U.S. judgmentfor claims brought against such directors.

Several members of our senior management team, including our Co-Chief Executive Officers, have their primary residences and business offices in Asia, and some portion of the assets of these directors are located outside the United States. As a result, it may be more difficult for shareholders to enforce a lawsuit within the United States against these non-U.S. residents than if they were residents of the United States. Also, it may be more difficult for shareholders to enforce any judgment obtained in the United States against the assets of our non-U.S. resident management located outside the United States than if these assets were located within the United States. A foreign court may not enforce liabilities predicated on U.S. federal securities laws in original actions commenced in certain foreign jurisdictions, or judgments of U.S. courts obtained in actions based upon the civil liability provisions of U.S. federal securities laws.

Concentrationof ownership of our common stock by our majority shareholder will limit other investors from influencing significant corporate decisions.

Our majority shareholder will be able to make decisions such as (i) making amendments to our certificate of incorporation and by-laws, (ii) whether to issue additional shares of common stock and preferred stock, (iii) employment decisions, including compensation arrangements, (iv) whether to enter into material transactions with related parties, (v) election and removal of directors and (vi) any merger or other significant corporate transactions. The interests of our majority shareholder may not coincide with the interests of other shareholders. A new majority shareholder is anticipated to gain control over the company following the closing of the Acquisition Agreement.

Ourrelationship with our majority shareholder and its parent and affiliates may be on terms which are perceived by investors as more orless favorable than those that could be obtained from third parties.

Our majority shareholder, SeD Intelligent Home Inc., presently owns 99.99% of our issued and outstanding common stock. While we anticipate that such percentage will be diluted over time, our majority shareholder, its parent and affiliates will be perceived as having influence over our management and operations, and any loans or other agreements which we may enter into with our majority shareholder and its parent and affiliates may be perceived by investors as being on terms that are less favorable than we could otherwise receive; such perception could adversely impact the price of our common stock. Similarly, such agreements could be perceived as being on terms more favorable than those that could be obtained from third parties, and any unwillingness by our majority shareholder and its parent and affiliates to engage with our common stock could discourage investors.

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RisksRelated to Our Common Stock

Theshares of our common stock are currently not being traded and there can be no assurance that there will be an active market in the future.

Our shares of common stock are not publicly traded, and if trading commences, the price may not reflect our value. There can be no assurance that there will be an active market for our shares of common stock in the future. As a result, investors may not be able to liquidate their investment or liquidate it at a price that reflects the value of the business.

Itis possible that we will not establish an active market unless our stock is listed for trading on an exchange, and we cannot assure shareholdersthat we will ever satisfy exchange listing requirements.

It is possible that a significant trading market for our shares will not develop unless the shares are listed for trading on a national exchange. Exchange listing would require us to satisfy a number of tests as to corporate governance, public float, shareholders, equity, assets, market makers and other matters, some of which we do not currently meet. We cannot assure shareholders that we will ever satisfy listing requirements for a national exchange or that there ever will be significant liquidity in our shares.

Ifwe issue additional shares of our common stock, shareholders will experience dilution of their ownership interest.

We may issue shares of our authorized but unissued equity securities in the future. Such shares may be issued in connection with raising capital, acquiring assets or firing or retaining employees or consultants. If we issue such shares, shareholders’ ownership will be diluted.

Wedo not intend to pay dividends in the foreseeable future, and investors should not purchase our stock expecting to receive dividends.

We have not paid any dividends on our common stock in the past, and we do not anticipate that we will pay dividends in the foreseeable future. Accordingly, some investors may decline to invest in our common stock, and this may reduce the liquidity of our stock.

Thelimitations on liability for officers, directors and employees under the laws of the State of Nevada and the existence of indemnificationrights for our officers, directors and employees could result in substantial expenditures by the Company and could discourage lawsuitsagainst our officers, directors and employees.

Our Articles of Incorporation contain a specific provision that eliminates the liability of our officers and directors for monetary damages to our Company and shareholders. Further, we intend to provide indemnification to our officers and directors to the fullest extent permitted by the laws of the State of Nevada. We may also enter into employment and other agreements in the future pursuant to which we will have indemnification obligations. The foregoing indemnification obligations could result in the Company incurring substantial expenditures to cover the cost of settlement or damage awards against officers and directors. These obligations may discourage the filing of derivative litigation by our shareholders against our officers and directors even where such litigation may be perceived as beneficial by our shareholders.

Item1B. Unresolved Staff Comments

Not Applicable.

Item1C. Cybersecurity

RiskManagement and Strategy

We recognize the critical importance of developing, implementing, and maintaining robust cybersecurity measures to safeguard our information systems and protect the confidentiality, integrity, and availability of our data.

ManagingMaterial Risks & Integrated Overall Risk Management

We have strategically integrated cybersecurity risk management into our broader risk management framework to promote a company-wide culture of cybersecurity risk management. This integration ensures that cybersecurity considerations are an integral part of our decision-making processes at every level. Our management team continuously evaluate and addresses cybersecurity risks in alignment with our business objectives and operational needs.

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Risksfrom Cybersecurity Threats

We have not encountered cybersecurity challenges that have materially impaired our operations or financial standing.

Item2. Properties

The Company’s subsidiary holding the properties mentioned hereafter was disposed of through the Distribution.

Lakesat Black Oak

The Lakes at Black Oak property is located in Montgomery County in Magnolia, Texas. This property is located east of FM 2978 via Standard Road to Dry Creek Road and South of the Woodlands, one of the most successful, fastest growing master planned communities in Texas. This residential land development initially consisted of approximately 162 acres. On January 13, 2021, 150 CCM Black Oak, Ltd. purchased an approximately 6.3 acres tract of additional land in Montgomery County. The Company has sold off all residential for-sale lots at this location as of December 31, 2024. 150 CCM Black Oak, Ltd. is the primary developer responsible for all infrastructure development. This property is included in Harris County Improvement District #17.

AlsetVillas

In 2021, our subsidiary Alset EHome Inc. acquired approximately 19.5 acres of partially developed land near Houston, Texas which was used to develop a community named Alset Villas (“Alset Villas”). Alset EHome developed 63 lots at Alset Villas. Sale of the 63 lots closed on December 16, 2024, pursuant to a Contract for Purchase and Sale and Escrow Instructions, entered into by the Company’s subsidiary 150 CCM Black Oak, Ltd. and Century Land Holdings of Texas, LLC on November 13, 2023.

RentalProperties

In May 2023, the Company entered into a lease agreement with Rausch Coleman Homes for one of its model houses located in Montgomery County, Texas. The 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 $220,076 to Davidson as reimbursement for final construction cost and the contractor’s fee. The model home lease commenced on January 1, 2024 and the annual base rent was equal to twelve percent (12%) of the total of the final cost of construction costs and the contractor’s fee.

OfficeSpace

Until the Distribution, the Company was renting offices in Bethesda, Maryland through Alset EHome. At present, the Company has use of this office space at no cost.

Item3. Legal Proceedings

The Company is not a party to any pending legal proceedings, and no such proceedings are known to be contemplated.

There are no material proceedings to which any director, officer or affiliate of the Company, or any owner of record or beneficially of more than five percent of any class of voting securities of the Company, or any associate of any such director, officer, affiliate of the Company, or security holder is a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries.

Item4. Mine Safety Disclosures

Not applicable.

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PART

Item5. Market for Company’s Common Equity, Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities

Marketinformation

There is presently no established public trading market for our shares of common stock. In connection with the change of the Company’s name from Homeownusa to SeD Intelligent Home Inc., the Company’s symbol changed from HMUS to SEDH on December 13, 2017. On July 7, 2020 the Company changed its name to LiquidValue Development Inc., changing at the same time the symbol to LVDW. On September 22, 2025 the Company changed its name to Winning Catering Group, Inc., changing at the same time the symbol to WNHK.

Holders

As of February 24, 2026, the Company had 53 shareholders.

Dividends

On August 1, 2025, the Company entered into a 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., the company that owns substantially all of the assets and liabilities of the Company, to Alset Real Estate Holdings.

Securitiesauthorized for issuance under equity compensation plans

The Company does not have securities authorized for issuance under any equity compensation plans.

Performancegraph

Not applicable to smaller reporting companies.

Recentsales of unregistered securities; use of proceeds from registered securities

None.

Purchasesof equity securities by the issuer and affiliated purchasers

The Company did not repurchase any shares of the Company’s common stock during 2025.

Item6. [RESERVED]

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Item7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Form 10-K 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-K that are not statements of historical fact, including, without limitation, statements under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, 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 by 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.

AcquisitionAgreement 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.

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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.

Resultsof Operations

Resultsof Operations for the Year Ended December 31, 2025 Compared to the Year Ended December 31, 2024

	Year<br> Ended
	December<br> 31, 2025			December<br> 31, 2024
Revenue	$	21,290		$	16,767,986
Cost<br> of Revenue	$	(12,202	)	$	(9,441,810	)
General<br> and Administrative Expenses	$	(1,439,003	)	$	(1,539,184	)
Other<br> Non-Operating Income	$	457,163		$	1,037,521
Income<br> Tax Expense	$	(9,214	)	$	(150,786	)
Net<br> (Loss) Income	$	(981,966	)	$	6,673,727

Revenue

Revenue was $21,290 for the year ended December 31, 2025 as compared to $16,767,986 for the year ended December 31, 2024. The decrease in revenue is mainly caused by the fact that the remaining properties in the Lakes at Black Oak and Alset Villas projects were sold in 2024.

In late 2022 and early 2023, the Company entered into three contracts with builders to sell multiple lots from its Lakes at Black Oak project. The sales contemplated by these contracts were contingent on certain conditions which the parties to such contracts had to meet. The sale of 335 lots closed in the first six months of 2023 generating approximately $18.1 million revenue. The sale of remaining lots closed on January 4, 2024 generating approximately $5.0 million revenue.

On November 13, 2023, the Company entered into two contracts with builders to sell multiple lots from its Lakes at Black Oak and Alset Villa projects. The closing of these transactions depended on the satisfaction of certain conditions. The sale of the first 70 lots closed on July 1, 2024 generating approximately $3.8 million. The sale of the remaining 72 lots at Lakes at Black Oak closed on October 10, 2024 generating approximately $3.9 million. The sale of 63 lots at Alset Villas closed on December 16, 2024 generating approximately $3.8 million.

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In May 2023, the Company entered into lease agreement for its model house located in Montgomery County, Texas. The revenue from the lease was $4,607 and $25,200 in the years ended December 31, 2025 and 2024, respectively. The 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 $16,683 and $26,409 in the years ended December 31, 2025 and 2024, respectively.

Costof Revenue

All cost of revenue in the year ended December 31, 2025 came from model homes lease agreements. All cost of revenue in the year ended December 31, 2024 came from our Lakes at Black Oak project, Alset Villas project and model homes lease agreements. The gross margin ratio for Lakes at Black Oak project in year ended 2025 and 2024 was approximately 0% and 45%, respectively. The gross margin ratio for Alset Villas project in years ended 2025 and 2024 was approximately 0% and 42%, respectively. The decrease in cost of revenue and decrease in gross margin is caused by the decrease in property sales. The gross margin ratio for model homes lease agreements in years ended December 31, 2025 and 2024 was approximately 43% and 58%, respectively. The decrease in the gross margin is caused by the decrease in revenue from rental business.

Generaland Administrative Expenses

General and administrative expenses decreased from $1,539,184 for the year ended December 31, 2024 to $1,439,003 for the year ended December 31, 2025. The decrease in general and administrative expenses was caused by the deconsolidation of Alset Real Estate Holdings Inc. on August 18, 2025.

OtherNon-operating Income (Expenses)

In the year ended December 31, 2025, the Company had other non-operating income of $457,163 compared to other non-operating income of $1,037,521 in the year ended December 31, 2024. The decrease in other non-operating income was caused by the Distribution.

NetIncome (Loss)

The Company had a net loss of $981,966 for the year ended on December 31, 2025 and a net income of $6,673,727 for the year ended on December 31, 2024. The decrease in net income was mostly caused by the decrease in property sales. All remaining lots in Lakes at Black Oak and Alset Villas projects were sold during 2024.

Liquidityand Capital Resources

Our assets have decreased to $5,912 as of December 31, 2025 from $38,792,674 as of December 31, 2024. Our liabilities decreased from $2,991,375 at December 31, 2024 to $0 at December 31, 2025.

As of December 31, 2025, we had cash in the amount of $5,912, compared to $2,762,935 as of December 31, 2024.

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.

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.

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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-K and, therefore, does not currently alleviate the substantial doubt about the Company’s ability to continue as a going concern.

Summaryof Cash Flows

A summary of cash flows from operating, investing and financing activities for the years ended December 31, 2025 and 2024 are as follows:

	2025			2024
Net<br> Cash (Used in) Provided by Operating Activities	$	(1,214,901	)	$	13,827,474
Net<br> Cash Provided by (Used in) Investing Activities	$	2,030,000		$	(12,838,746	)
Net<br> Cash Used in Financing Activities	$	-		$	-
Net<br> Increase in Cash and restricted cash	$	815,099		$	988,728
Cash<br> and restricted cash at beginning of the year	$	2,870,809		$	1,882,081
Cash of the subsidiary distributed	$	(3,679,996	)	$	-
Cash<br> and restricted cash at end of the year	$	5,912		$	2,870,809

CashFlows from Operating Activities

Cash flows from operating activities include costs related to assets ultimately planned to be sold, including land purchased for development and resale, and costs related to construction, which were capitalized in the book in 2024. In 2025, cash used in operating activities was $1,214,901 compared to cash provided by operating activities of $13,827,474 in 2024. Property sales from the Lakes at Black Oak and Alset Villas projects in 2024 were the main reason for the cash provided by operating activities in that year.

CashFlows from Investing Activities

Cash flows provided by investing activities in the year ended December 31, 2025 of $2,030,000 were from the repayment of note receivable from a related party. In year ended December 31, 2024 the cash used in investing activities was $12,838,746. In the period the Company lent $15,998,308 to related party, received repayment from related party of $3,161,212 and purchased equipment for $1,650.

CashFlows from Financing Activities

The Company did not use any cash in financing activities during the year ended December 31, 2025. In year ended December 31, 2024, the Company borrowed $3,780,000 from related party and at the same time repaid $3,780,000 of related party loan.

Off-BalanceSheet Arrangements

As of December 31, 2025, we did not have any off-balance sheet arrangements, as defined under applicable SEC rules.

CriticalAccounting Policies and Estimates

We have established various accounting policies under US GAAP. Some of these policies involve judgments, assumptions and estimates by the management. We base these estimates on historical experience, available current market information and on various other assumptions that management believes are reasonable under the circumstances. Additionally, we evaluate the results of these estimates on an ongoing basis. We are subject to uncertainties such as the impact of future events, economic, environmental and political factors and changes in our business environment. Accordingly, actual results could differ from these estimates. The accounting policies that we deem most critical are as follows:

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RevenueRecognition and Cost of Revenue

LandDevelopment Revenue Recognition

Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (“ASC 606”), establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts to provide goods or services to customers.

In accordance with ASC 606, revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration to which we expect to be entitled to receive in exchange for these goods or services. The provisions of ASC 606 include a five-step process by which we determine revenue recognition, depicting the transfer of goods or services to customers in amounts reflecting the payment to which we expect to be entitled in exchange for those goods or services. ASC 606 requires us to apply the following steps: (1) identify the contract with the customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when, or as, we satisfy the performance obligation. A detailed breakdown of the five-step process for the revenue recognition of our Alset Villas project and Lakes at Black Oak project, which were essentially most of the Company’s revenue in 2024, is as follows:

●	Identify<br> the contract with a customer.

The Company has signed agreements with the builders for developing the raw land to ready to build lots. The contract has agreed upon prices, timelines, and specifications for what is to be provided.

●	Identify<br> the performance obligations in the contract.

Performance obligations of the company include delivering developed lots to the customer, which are required to meet certain specifications that are outlined in the contract. The customer inspects all lots prior to accepting title to ensure all specifications are met.

●	Determine<br> the transaction price.

The transaction price is specified in the contract. Any subsequent change orders or price changes are required to be approved by both parties.

●	Allocate<br> the transaction price to performance obligations in the contract.

Each lot is considered to be a separate performance obligation, for which the specified price in the contract is allocated to.

●	Recognize<br> revenue when (or as) the entity satisfies a performance obligation.

The builders do the inspections to make sure all conditions/requirements are met before taking title of lots. The Company recognizes revenue when title is transferred. The Company does not have further performance obligations once title is transferred.

RentalRevenue 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.

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The Company defers rental revenue related to lease payments received from tenants in advance of their due dates. These amounts are presented within deferred revenues and other payables on the Company’s consolidated balance sheets.

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. For the years ended December 31, 2025 and 2024, deferred revenue was $0.

Costof Revenue

●	Cost<br> of Real Estate Sale

All of the costs of real estate sales are from our land development business. Land acquisition costs are allocated to each lot based on the area method, the size of the lot comparing to the total size of all lots in the project. Development costs and capitalized interest are allocated to lots sold based on the total expected development and interest costs of the completed project and allocating a percentage of those costs based on the selling price of the sold lot compared to the expected sales values of all lots in the project.

If allocation of development costs and capitalized interest based on the projection and relative expected sales value is impracticable, those costs could also be allocated based on area method, the size of the lot comparing to the total size of all lots in the project.

●	Cost<br> of Rental Revenue

Cost of rental revenue consists primarily of the costs associated with management and leasing fees to our management company, repairs and maintenance, depreciation, property taxes and other related administrative costs. Utility expenses are paid directly by tenants.

RealEstate Assets

LandDevelopment Assets

Real estate assets are recorded at cost, except when real estate assets are acquired that meet the definition of a business combination in accordance with Financial Accounting Standards Board (“FASB”) ASC 805, “Business Combinations,” which acquired assets are recorded at fair value. Interest, property taxes, insurance and other incremental costs (including salaries) directly related to a project are capitalized during the construction period of major facilities and land improvements. The capitalization period begins when activities to develop the parcel commence and ends when the asset constructed is completed. The capitalized costs are recorded as part of the asset to which they relate and are reduced when lots are sold.

Lakesat Black Oak

The Lakes at Black Oak property is located in Montgomery County in Magnolia, Texas. This property is located east of FM 2978 via Standard Road to Dry Creek Road and South of the Woodlands, one of the most successful, fastest growing master planned communities in Texas. This residential land development initially consisted of approximately 162 acres. The Company has sold off all residential lots at this location as of December 31, 2024. 150 CCM Black Oak, Ltd. is the primary developer responsible for all infrastructure development. This property is included in Harris County Improvement District #17.

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AlsetVillas

In 2021, our subsidiary Alset EHome Inc. acquired approximately 19.5 acres of partially developed land near Houston, Texas which was used to develop a community named Alset Villas. Alset EHome developed 63 lots at Alset Villas. Sale of the 63 lots closed on December 16, 2024, pursuant to a Contract for Purchase and Sale and Escrow Instructions, entered into by the Company’s subsidiary 150 CCM Black Oak, Ltd. and Century Land Holdings of Texas, LLC on November 13, 2023.

In addition to our annual assessment of potential triggering events in accordance with ASC 360, Impairment Testing: Long- Lived Assets classified as held and used, the Company applies a fair value-based impairment test to the net book value assets on an annual basis and on an interim basis if certain events or circumstances indicate that an impairment loss may have occurred. The Company did not record impairment on any of its projects during the year ended on December 31, 2024.

Investmentsin Rental Properties

The Company accounts for its investments in single-family residential properties as asset acquisitions and records these acquisitions at their purchase price. The purchase price is allocated between land, building, improvements and existing leases based upon their relative fair values at the date of acquisition. The purchase price for purposes of this allocation is inclusive of acquisition costs which typically include legal fees, title fees, property inspection and valuation fees, as well as other closing costs.

Building improvements and buildings are depreciated over estimated useful lives of approximately 10 to 27.5 years, respectively, using the straight-line method.

The Company assesses its investments in single-family residential properties for impairment whenever events or changes in business circumstances indicate that carrying amounts of the assets may not be fully recoverable. When such events occur, management determines whether there has been impairment by comparing the asset’s carrying value with its fair value. Should impairment exist, the asset is written down to its estimated fair value. The Company did not recognize any impairment losses during the years ended December 31, 2025 and 2024.

ReimbursementReceivable

Reimbursement receivable includes developer reimbursements for Lakes at Black Oak and Alset Villas projects. The Company records an allowance for credit losses based on previous collection experiences, the creditability of the organizations that are supposed to reimburse us, the forecasts from the third-party engineering company and Moody’s credit ratings. The allowance amount for these reimbursements was immaterial at December 31, 2025 and 2024.

Item7A. Quantitative and Qualitative Disclosures About Market Risk

Not applicable to smaller reporting companies.

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Item8. Financial Statements and Supplementary Data

Winning

Catering Group, Inc. and Subsidiaries

CONSOLIDATED

FINANCIAL STATEMENTS

December

31, 2025 and 2024

Contents	Page(s)
Report of Independent Registered Public Accounting Firm (PCAOB<br>ID: 7000)	18
Report<br> of Independent Registered Public Accounting Firm (PCAOB ID: 606)
Consolidated<br> Balance Sheets at December 31, 2025 and 2024	19
Consolidated<br> Statements of Income for the Years Ended December 31, 2025 and 2024	20
Consolidated<br> Statements of Stockholders’ Equity for the Years Ended December 31, 2025 and 2024	21
Consolidated<br> Statements of Cash Flows for the Years Ended December 31, 2025 and 2024	22
Notes<br> to the Consolidated Financial Statements	23

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REPORT

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

Winning Catering Group, Inc

Opinionon the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheet of Winning Catering Group, Inc and its subsidiaries (collectively, the “Company”) as of December 31, 2025, and the related consolidated statements of income, Stockholders’ equity, and cash flows for the year ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2025 and the results of its operations and its cash flows for the year ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

GoingConcern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has incurred net losses, losses from operations and negative cashflow from operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to this matter are also discussed in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basisfor Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

CriticalAudit Matters

Critical audit matters are matters arising from the current year audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there were no critical audit matters as of and for the year ended December 31, 2025.

/s/ HTL International, LLC

We have served as the Company’s auditor since 2025

Houston, Texas

February 24, 2026,

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Winning

Catering Group, Inc. and Subsidiaries

Consolidated

Balance Sheets

			December<br> 31,
			2024
Assets:
Cash	5,912			2,762,935
Restricted<br> Cash	-			107,874
Other<br> Receivables	-			67,586
Reimbursement<br> Receivable, Net	-			8,717,420
Promissory<br> Note Receivable - Related Party	-			26,358,872
Prepaid<br> Expenses	-			4,797
Real<br> Estate: Other Properties, Net	-			615,495
Fixed<br> Assets, Net	-			2,049
Deposits	-			21,491
Operating<br> Lease Right-Of-Use Asset, Net	-			134,155
Total<br> Assets	5,912		$	38,792,674
Liabilities<br> and Stockholders’ Equity:
Liabilities:
Accounts<br> Payable	-			1,133,917
Accrued<br> Expenses	-			356,188
Accrued<br> Interest - Related Parties	-			1,207,408
Security<br> Deposit	-			4,301
Operating<br> Lease Liability	-			138,775
Income<br> Tax Payable	-			150,786
Total<br> Liabilities	-			2,991,375
Commitments<br> and Contingencies (Note 6)	-			-
Stockholders’<br> Equity:
Common<br> stock, 0.001 par value; 5,000,000,000 and<br> 1,000,000,000 shares authorized as of December 31, 2025 and 2024, respectively; 704,043,324<br> shares issued and outstanding as of<br> December 31, 2025 and 2024	704,043			704,043
Additional<br> Paid in Capital	(698,131	)		33,045,481
Retained<br> Earnings	-			1,986,103
Total<br> Winning Catering Group, Inc. Stockholders’ Equity	5,912			35,735,627
Non-controlling<br> Interests	-			65,672
Total<br> Stockholders’ Equity	5,912			35,801,299
Total<br> Liabilities and Stockholders’ Equity	5,912		$	38,792,674

All values are in US Dollars.

See accompanying notes to consolidated financial statements.

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Wining

Catering Group, Inc. and Subsidiaries

Consolidated

Statements of Income

For

the Years Ended December 31, 2025 and 2024

	Year<br> Ended December 31,
	2025			2024
Revenue	$	21,290		$	16,767,986
Operating<br> Expenses
Cost<br> of Revenue		12,202			9,441,810
General<br> and Administrative		1,439,003			1,539,184
Total<br> Operating Expenses		1,451,205			10,980,994
(Loss)<br> Income from Operations		(1,429,915	)		5,786,992
Other<br> Non-operating (Expense) Income
Interest<br> Income – Related Party		895,909			1,022,473
Other<br> (Expense) Income		(438,746	)		15,048
Total<br> Other Non-operating Income		457,163			1,037,521
Net<br> (Loss) Income Before Income Taxes		(972,752	)		6,824,513
Income<br> Tax Expense		(9,214	)		(150,786	)
Net<br> (Loss) Income	$	(981,966	)	$	6,673,727
Net<br> Loss Attributable to Non-controlling Interests	$	(7,836	)	$	(14,287	)
Net<br> (Loss) Income Attributable to Common Stockholders	$	(974,130	)	$	6,688,014
Net<br> (Loss) Income Per Share - Basic and Diluted	$	(0.00	)	$	0.01
Weighted<br> Average Common Shares Outstanding - Basic and Diluted		704,043,324			704,043,324

See accompanying notes to consolidated financial statements.

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Wining

Catering Group, Inc. and Subsidiaries

Consolidated

Statements of Stockholders’ Equity

for

the Years Ended on December 31, 2025 and 2024

	Common Stock
	Shares		Par<br> Value 0.001	Additional<br> Paid in Capital			Accumulated<br> Deficit			Total<br> Winning Catering Group, Inc. Stockholders’ Equity			Non-controlling<br> Interests			Total<br> Stockholders’<br><br> Equity
Balance<br> at January 1, 2024	704,043,324	$	704,043	32,816,924		$	(4,701,911	)	$	28,819,056		$	79,959		$	28,899,015
Loan<br> Forgiveness - Related Party	-		-	228,557			-			228,557			-			228,557
Net<br> Income	-		-	-			6,688,014			6,688,014			(14,287	)		6,673,727
Balance<br> at December 31, 2024	704,043,324	$	704,043	33,045,481		$	1,986,103		$	35,735,627		$	65,672		$	35,801,299
Balance	704,043,324		704,043	33,045,481			1,986,103			35,735,627			65,672			35,801,299
Net<br> Loss	-		-	-			(974,130	)		(974,130	)		(7,836	)		(981,966	)
Net<br> (Loss) Income	-		-	-			(974,130	)		(974,130	)		(7,836	)		(981,966	)
Special<br> Distribution to Shareholders	-		-	(33,743,612	)		(1,011,972	)		(34,755,584	)		(57,836	)		(34,813,420	)
Balance<br> at December 31, 2025	704,043,324	$	704,043	(698,131	)	$	-		$	5,912		$	-		$	5,912
Balance	704,043,324		704,043	(698,131	)		-			5,912			-			5,912

All values are in US Dollars.

See accompanying notes to consolidated financial statements.

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Wining

Catering Group, Inc. and Subsidiaries

Consolidated

Statements of Cash Flows

For

the Years Ended December 31, 2025 and 2024

	2025			2024
Cash<br> Flows (Used in) Provided by Operating Activities
Net<br> (Loss) Income	$	(981,966	)	$	6,673,727
Adjustments<br> to Reconcile Net (Loss) Income to Net Cash (Used in) Provided by Operating Activities:
Depreciation		12,468			20,139
Noncash<br> lease expense		35,335			79,916
Changes<br> in Operating Assets and Liabilities
Real<br> Estate Development		-			10,093,524
Reimbursement<br> Receivable		1,309,950			(2,010,341	)
Interest<br> on Promissory Note Receivable – Related Party		(508,273	)		(819,506	)
Prepaid<br> Expenses		(42,836	)		(4,797	)
Other<br> Receivable		57,222			(38,669	)
Accounts<br> Payable		(303,729	)		395,726
Accrued<br> Expenses		(225,891	)		(440,202	)
Income<br> Tax Payable		(150,786	)		150,786
Accrued<br> Interest - Related Parties		(387,573	)		(202,859	)
Operating<br> Lease Liability		(29,744	)		(70,071	)
Deferred<br> Revenue		923			(2,100	)
Security<br> Deposits		-			2,201
Net<br> Cash (Used in) Provided by Operating Activities	$	(1,214,901	)	$	13,827,474
Cash<br> Flows from Investing Activities
Promissory<br> Note Receivable - Related Party		-			(15,998,308	)
Repayment<br> from Promissory Note Receivable - Related Party		2,030,000			3,161,212
Purchase<br> of Fixed Assets		-			(1,650	)
Net<br> Cash Provided by (Used in) Investing Activities	$	2,030,000		$	(12,838,746	)
Cash<br> Flows from Financing Activities
Borrowing<br> from Notes Payable - Related Parties		-			3,780,000
Repayment<br> to Notes Payable - Related Parties		-			(3,780,000	)
Net<br> Cash Used in Financing Activities	$	-		$	-
Net<br> Increase in Cash and Restricted Cash		815,099			988,728
Cash<br> and Restricted Cash - Beginning of Period		2,870,809			1,882,081
Cash of the Subsidiary Distributed		(3,679,996	)
Cash<br> and Restricted Cash - End of Period	$	5,912		$	2,870,809
Cash		5,912			2,762,935
Restricted<br> Cash		-			107,874
Total<br> Cash and Restricted Cash	$	5,912		$	2,870,809
Supplementary<br> Cash Flow Information
Cash<br> Paid for Interest	$	-		$	-
Cash<br> Paid for Taxes	$	160,000		$	-
Supplemental<br> Disclosure of Non-Cash Investing and Financing Activities
Acquisition<br> of new operating lease right of use asset	$	-		$	179,943
Loan<br> Forgiveness - Related Party	$	-		$	228,557
Noncash<br> Accrued Interest Income on Related Party Loan	$	508,273		$	819,506
Noncash<br> Repayment of Accrued Interest Payable via Interest Income on Related Party Loan	$	387,573		$	202,859

See accompanying notes to consolidated financial statements.

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Wining

Catering Group, Inc. and Subsidiaries

Notes

to Consolidated Financial Statements

December

31, 2025

1.

NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Natureof Operations

Winning

Catering Group, Inc. (formerly known as LiquidValue Development Inc.) (the “Company”) was incorporated in the State of Nevada on December 10, 2009. 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 in current stage and may expand from residential properties to other property types, including but not limited to commercial and retail properties. The Company is 99.99% owned by SeD Intelligent Home Inc., which is wholly owned by Alset International Limited (“Alset International”), a multinational public company, listed on the Singapore Exchange Securities Trading Limited.

On August 1, 2025, the Company entered into a Contribution Agreement with Alset Real Estate Holdings Inc., a wholly owned subsidiary of the Company (“Alset Real Estate Holdings” or “AREH”).

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., the company that owns substantially all of the assets and liabilities of the Company, to Alset Real Estate Holdings.

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.

Management evaluated the accounting for the distribution of Alset Real Estate Holdings Inc. to the Company’s shareholders. The distribution represented a non-cash, nonreciprocal transfer of a business to the Company’s shareholders on a pro rata basis, with no consideration received by the Company.

Management considered the guidance in ASC 810-10 on consolidation and deconsolidation, ASC 845-10 on nonmonetary transactions, ASC 505-60 on equity transactions, and SAB Topic 5.Z.7. Upon completion of the distribution, the Company lost control of AREH and deconsolidated AREH in accordance with ASC 810-10-40.

Consistent with SAB Topic 5.Z.7, the distribution was accounted for as an equity transaction, and no gain or loss was recognized upon deconsolidation. The assets and liabilities of AREH, including cash, were derecognized, with a corresponding reduction to equity.

Management has also analyzed this transaction following ASC 205-20, and concluded that the Distribution should not be presented as a discontinued operation. The transaction represents a special distribution to shareholders and should be reflected as a reduction of equity in the statement of stockholders’ equity. The remaining shell should continue to report nominal assets and capital until the planned merger (as described below) is completed.

Additionally, the management considered the guidance in ASC 205-30, Presentation of Financial Statements - Liquidation Basis of Accounting. The liquidation basis is required only when:

●	management<br> with the appropriate authority has approved a plan of liquidation, and
●	it<br> is remote that the entity will return from liquidation
---	---

Although the Company has deconsolidated all assets and liabilities of Alset Real Estate Holdings Inc., it has not formally approved or adopted a formal plan of liquidation or dissolution. Instead, the Company has approved and is actively pursuing the consummation of a merger transaction, under which the legal entity will continue its existence and operations will continue in another form. Accordingly, the criteria for applying the liquidation basis of accounting are not met, and the financial statements have been prepared on a going concern basis in accordance with U.S. GAAP.

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Liquidityand Capital Resources

As

of December 31, 2025, the Company had cash in the amount of $5,912, compared to $2,762,935 as of December 31, 2024.

In the year ended December 31, 2025, we incurred net losses, losses from operations and negative cash flow from operations.

GoingConcern

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 Annual Report on Form 10-K and, therefore, does not currently alleviate the substantial doubt about the Company’s ability to continue as a going concern.

Principlesof Consolidation

The consolidated financial statements include all accounts of the entities as of the reporting period ending dates and for the reporting periods as follows:

SCHEDULE

OF ACCOUNTS OF ENTITIES

Name of consolidated<br> <br>subsidiary	State or other<br> <br>jurisdiction of<br> <br>incorporation or<br> <br>organization	Date<br> of incorporation or formation
Alset<br> EHome Inc.	Delaware	February<br> 24, 2015	0	%	100	%
SeD<br> USA, LLC	Delaware	August<br> 20, 2014	0	%	100	%
150<br> Black Oak GP, Inc.	Texas	January<br> 23, 2014	0	%	100	%
SeD<br> Development USA, Inc.	Delaware	March<br> 13, 2014	0	%	100	%
150<br> CCM Black Oak Ltd.	Texas	January<br> 23, 2014	0	%	100	%
SeD<br> Ballenger, LLC	Delaware	July<br> 7, 2015	0	%	100	%
SeD<br> Maryland Development, LLC	Delaware	October<br> 16, 2014	0	%	83.55	%
SeD<br> Development Management, LLC	Delaware	June<br> 18, 2015	0	%	85	%
AHR<br> Black Oak One, LLC	Delaware	September<br> 29, 2021	0	%	100	%
LVD<br> Merger Corp.	Nevada	May<br> 29, 2025	100	%	-

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All intercompany balances and transactions have been eliminated. Non–controlling interest represents the minority equity investment in the Company’s subsidiaries, plus the minority investors’ share of the net operating results and other components of equity relating to the non–controlling interests.

The Company’s subsidiary Alset Solar Inc. was closed on June 21, 2024. The Company’s subsidiary SeD REIT Inc. was closed on August 26, 2024. The Company’s subsidiary SeD Builder LLC was closed on September 2, 2024. The closing of these three companies did not have any effect on the Company’s financial statements.

As

of December 31, 2025 and 2024, the aggregate non-controlling interest was $0 and $65,672, respectively, which are separately disclosed on the Consolidated Balance Sheets.

Basisof Presentation

The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”).

Useof 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 consolidated financial statements. Actual results could differ from those estimates.

Income(Loss) per Share

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 years ended December 31, 2025 or 2024.

FairValue of Financial Instruments

The carrying value of cash, restricted cash, accounts payable and accrued expenses, and short-term borrowings, as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the consolidated financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed. Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The authoritative guidance establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the factors market participants would use in valuing the asset or liability developed based upon the best information available in the circumstances. The categorization of financial assets and liabilities within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Company classifies and discloses assets and liabilities carried at fair value in one of the following three categories:

● Level 1 – quoted prices in active markets for identical assets and liabilities;

● Level 2 – observable market-based inputs or unobservable inputs that are corroborated by market data; and

● Level 3 – significant unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

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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 no cash equivalents as of December 31, 2025 and 2024.

RestrictedCash

As

a condition to the loan agreement with the Manufacturers and Traders Trust Company (“M&T Bank”), the Company’s subsidiary, SeD Maryland Development LLC, was required to maintain a minimum of $2,600,000

in an interest-bearing account maintained by the lender as

additional security for the loans. The fund was required to remain as collateral for the loan and outstanding letters of credit until the loan and letters of credit are paid off in full and the loan agreement is terminated. The loan has expired during 2022 and only letters of credit are outstanding as of December 31, 2024. On March 15, 2022 approximately $2,300,000

was released from collateral. On December 14, 2023 additional

$201,751

was released from collateral. As of December 31, 2025 and 2024, the total balance of this account was $0

and

$107,874 , respectively. Following the completion of the distribution of shares of Alset Real Estate Holdings Inc. in 2025, the collateral referenced above is no longer held by the Company.

OtherReceivables

Other receivables mostly include funds due from a title company and federal tax refund receivable.

ReimbursementReceivable, Net

FixedAssets, Net

Property and equipment are recorded at cost, net of depreciation. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation is computed by the straight-line method (after taking into account their respective estimated residual values) over the estimated useful lives, which are 3 years.

RealEstate Assets

●	Land Development Assets

In addition to our annual assessment of potential triggering events in accordance with ASC 360, the Company applies a fair value-based impairment test to the net book value assets on an annual basis. The Company would also apply a fair value-based impairment test to the net book value assets in the interim if certain events or circumstances indicate that an impairment loss may have occurred.

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The Company did not record impairment on any of its projects during the year ended December 31, 2024.

●	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 agreement 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 $220,076 to Davidson as reimbursement for final construction cost and the contractor’s fee. The model home lease commenced on January 1, 2024, lease term is twenty-four (24) full months and annual base rent equals to twelve percent (12%) of the total of the final cost of construction costs and the contractor’s fee.

RevenueRecognition

●	Land Development Revenue Recognition

ASC 606, Revenue from Contracts with Customers (“ASC 606”), establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts to provide goods or services to customers.

In accordance with ASC 606, revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration to which we expect to be entitled to receive in exchange for these goods or services. The provisions of ASC 606 include a five-step process by which we determine revenue recognition, depicting the transfer of goods or services to customers in amounts reflecting the payment to which we expect to be entitled in exchange for those goods or services. ASC 606 requires us to apply the following steps: (1) identify the contract with the customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when, or as, we satisfy the performance obligation. A detailed breakdown of the five-step process for the revenue recognition of our Lakes at Black Oak and Alset Villas projects, which earned the majority of the Company’s revenue in 2024, is as follows:

a) Identify the contract with a customer.

The Company has signed agreements with the builders for developing the raw land to ready to build lots. The contract has agreed upon prices, timelines, and specifications for what is to be provided.

b) Identify the performance obligations in the contract.

c) Determine the transaction price.

The transaction price is specified in the contract. Any subsequent change orders or price changes are required to be approved by both parties.

d) Allocate the transaction price to performance obligations in the contract.

Each lot is considered to be a separate performance obligation, for which the specified price in the contract is allocated to.

e) Recognize revenue when (or as) the entity satisfies a performance obligation.

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●	Rental Revenue Recognition

The Company defers rental revenue related to lease payments received from tenants in advance of their due dates.

Cost of Revenue

●	Cost of Real Estate Sale

If allocation of development costs based on the projection and relative expected sales value is impracticable, those costs could also be allocated based on area method, the size of the lot comparing to the total size of all lots in the project.

●	Cost of Rental Revenue

IncomeTaxes

Deferred income tax assets and liabilities are determined based on the estimated future tax effects of net operating loss and credit carry-forwards and temporary differences between the tax basis of assets and liabilities and their respective financial reporting amounts measured at the current enacted tax rates. The differences relate primarily to net operating loss carryforward from date of acquisition and to the use of the cash basis of accounting for income tax purposes. The Company records an estimated valuation allowance on its deferred income tax assets if it is more likely than not that these deferred income tax assets will not be realized.

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The Company recognizes a tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The Company has not recorded any unrecognized tax benefits.

The Company’s tax returns for 2024, 2023 and 2022 remain open to examination. The Company’s federal income tax return for the year ended December 31, 2023 is currently under examination by the Internal Revenue Service.

Segments

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.

In November 2024, the FASB issued ASU No. 2024-03 (“ASU 2024-03”), Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, 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 to determine the impact on the Company’s 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, including at December 31, 2025 and 2024, cash balances may have exceeded these insured limits*.*

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3.

NOTES PAYABLE

M&TBank Loan

On April 17, 2019, SeD Maryland Development LLC (“SeD Maryland”) entered into a Development Loan Agreement with Manufacturers and Traders Trust Company (“M&T Bank”) in the principal amount not to exceed at any one time outstanding the sum of $8,000,000, with a cumulative loan advance amount of $18,500,000. The line of credit bore interest rate of LIBOR plus 375 basis points. SeD Maryland was also provided with a Letter of Credit (“L/C”) Facility in an aggregate amount of up to $900,000. The L/C commission is 1.5% per annum on the face amount of the L/C. Other standard lender fees apply in the event L/C is drawn down. The loan was a revolving line of credit. The L/C Facility was not a revolving loan, and amounts advanced and repaid could not be re-borrowed. Repayment of the Loan Agreement was secured by $2,600,000 collateral fund and a Deed of Trust issued to the Lender on the property owned by SeD Maryland. The loan has expired during 2022 and only L/C is outstanding as of December 31, 2024. On March 15, 2022 approximately $2,300,000 was released from collateral, and on December 14, 2023 approximately $200,000 was released from collateral, leaving $107,874 as collateral for outstanding letters of credit as of December 31, 2024. Following the completion of the distribution of shares of Alset Real Estate Holdings Inc. in 2025, the collateral referenced above is no longer held by the Company.

4.

RELATED PARTY TRANSACTIONS

Loanfrom SeD Home Limited (now known as Alset Solar Limited)

Alset

EHome receives advances from SeD Home Limited (now known as Alset Solar Limited; a subsidiary of Alset International), to fund development and operation costs. The advances bear interest at 10% and are payable on demand. As of December 31, 2024, Alset EHome had outstanding principal due of $0 and accrued interest of $0. On October 22, 2024 the Company was forgiven the outstanding interest of $228,557. A gain was recorded in equity as a result of the loan’s extinguishment.

Loanto/from SeD Intelligent Home Inc.

The

Company receives advances from or loans funds to SeD Intelligent Home, the owner of 99.99% of the Company. The advances or the loans bore interest of 18% until August 30, 2017 when the interest rate was adjusted to 5% and have no set repayment terms. During the year ended December 31, 2025, the Company received repayment of $2,030,000 from SeD Intelligent Home. On December 31, 2024, SeD Intelligent Home owed $12,192,866 to the Company. During the year ended December 31, 2024, the Company lent $15,998,308 to SeD Intelligent Home and received repayment of $3,161,212 in the same period. Additionally, the Company borrowed $3,780,000 and repaid $3,780,000 of the loans from SeD Intelligent Home in the year ended December 31, 2024. The accrued interest of $1,207,408 was offset against interest payable in the Company’s Balance Sheet at December 31, 2024. The Company netted the payable and receivable accounts with SeD Intelligent Home Inc. for its presentation in the Balance Sheet.

Below table presents the changes in the loan balances during years ended December 31, 2025 and 2024.

SCHEDULE

OF CHANGES IN LOAN BALANCES

SeD<br> Intelligent Home Loan	Interest<br> rate		Due<br> date	12/31/2024			Addition			Interest<br> Receivable Offset		Special<br> Distribution			12/31/2025
Principle	5.00	%	On<br> demand	$	13,400,274		$	(2,030,000	)	$	-	$	(11,370,274	)	$	-
Interest<br> Payable				$	(1,207,408	)	$	-		$	387,573	$	819,835		$	-
				$	12,192,866		$	(2,030,000	)	$	387,573	$	(10,550,439	)	$	-
	Interest<br> rate		Due<br> date	12/31/2023			Addition		Interest<br> Receivable Offset		12/31/2024
---	---	---	---	---	---	---	---	---	---	---	---	---	---
Principle	5.00	%	On<br> demand	$	541,966		$	12,858,308	$	-	$	13,400,274
Interest<br> Payable				$	(1,410,267	)	$	-	$	202,860	$	(1,207,408	)
				$	(868,301	)	$	12,858,308	$	202,860	$	12,192,866

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ManagementFees

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 $25,000 per month to MacKenzie Equity Partners, LLC for consulting services. In addition, MacKenzie Equity Partners, LLC has been paid certain bonuses, including a sum of $60,000 in June 2024 and $75,000 in May 2025.

The

Company incurred expenses of $250,000 and $360,000 in the years ended December 31, 2025 and 2024, respectively, which in 2025 were expensed and in 2024 were capitalized as part of Real Estate on the balance sheet as the services related to property and project management. On December 31, 2025 and 2024, the Company owed this related party $0 and $41,602, respectively. These amounts are included in Accounts Payable in the accompanying consolidated balance sheets.

Notefrom Alset Inc.

On January 13, 2023, the Company received a note from Alset Inc. in the amount of $11,350,933 in relation to the sale of its rental business in 2023. The note carries interest rate of 7.2% and matures on January 13, 2028. The Company accrued $1,607,665 interest on note receivable from Alset Inc. as of and December 31, 2024. During the years ended December 31, 2025 and 2024, we recognized interest income of $508,273 and $819,506, respectively.

Alset

Inc. owns 85.8% 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 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 member of the Board of Directors of the Company, is also an officer of Alset Inc.

Below table presents the changes in the loan balances during years ended December 31, 2025 and 2024.

SCHEDULE

OF CHANGES IN LOAN BALANCES

Alset<br> Inc. Loan	Interest<br> rate		Due<br> date	12/31/2024		Addition		Special<br> Distribution			12/31/2025
Principle	7.20	%	1/13/2028	$	11,350,933	$	-	$	(11,350,933	)	$	-
Interest<br> Receivable				$	1,607,665	$	508,273	$	(2,115,938	)	$	-
				$	12,958,598	$	508,273	$	(13,466,871	)	$	-
	Interest<br> rate		Due<br> date	12/31/2023		Addition		12/31/2024
---	---	---	---	---	---	---	---	---	---
Principle	7.20	%	1/13/2028	$	11,350,933	$	-	$	11,350,933
Interest<br> Receivable				$	788,159	$	819,506	$	1,607,665
				$	12,139,092	$	819,506	$	12,958,598

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5.

SHAREHOLDERS’ EQUITY

As

of December 31, 2025 and 2024, there were 704,043,324 shares of the registrant’s common stock $0.001 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 1,000,000,000 shares to 5,000,000,000 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.

6.

COMMITMENTS AND CONTINGENCIES

Leases

The

Company, before the special distribution, leased office space in Maryland. The monthly rental payments in 2025 range from $6,520 to $6,700. Rent expense was $42,335 and $71,773 for the years ended December 31, 2025 and 2024, respectively. Total cash paid for operating leases was $39,662 and $70,071 for the years ended December 31, 2025 and 2024, respectively.

The

balance of the operating lease right-of-use asset and operating lease liability as of December 31, 2024 was $134,155 and $138,775, respectively.

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.

7.

CUSTOMERS CONTRACTS

On March 17, 2023, 150 CCM Black Oak Ltd. (“Black Oak”) entered into a Purchase and Sale Agreement (the “Davidson Agreement”) with Davidson Homes, LLC, an Alabama limited liability company. Pursuant to the terms of the Davidson Agreement, Black Oak agreed to sell approximately 189 single-family detached residential lots developed within section 2 of Lakes at Black Oak project. The sale of the first 94 lots closed on May 30, 2023. The sale of remaining lots closed on January 4, 2024.

On

November 13, 2023, the Company entered into two Contracts for Purchase and Sale and Escrow Instructions (each an “Agreement,” collectively, the “Agreements”) with Century Land Holdings of Texas, LLC, a Colorado limited liability company (the “Buyer”). Pursuant to the terms of one of the aforementioned Agreements, the Seller agreed to sell approximately 142 single-family detached residential lots comprising a section of a residential community in the Lakes at Black Oak. Pursuant to the other Agreement, the Seller agreed to sell 63 single-family detached residential lots in the city of Magnolia, Texas. In 2021, our subsidiary Alset EHome Inc. acquired approximately 19.5 acres of partially developed land near Houston, Texas which was used to develop a community named Alset Villas. Alset EHome was in the process of developing the 63 lots at Alset Villas in 2023. The closing of the transactions described above depended on the satisfaction of certain conditions. On July 1, 2024, the Seller closed the sale of 70 of the lots contemplated by that certain Agreement, generating approximately $3.8 million. The sale of the remaining 72 lots at Lakes at Black Oak closed on October 10, 2024 generating approximately $3.9 million. The sale of 63 lots at Alset Villas closed on December 16, 2024 generating approximately $3.8 million.

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8.

INCOME TAXES

The components of income tax expense and the effective tax rates for the years ended December 31, 2025 and 2024 are as follows:

SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE

	Year<br> Ended December 31,
	2025			2024
Current:
Federal	$	-		$	150,786
State		-			-
Total<br> Current		-			150,786
Deferred:
Federal		-			1,862,884
State		-			342,691
Total<br> Deferred		-			2,205,575
Valuation<br> Allowance		-			(2,205,575	)
Total<br> Income Tax Expense	$	-		$	150,786
Pre-tax<br> Income (Loss)	$	(1,008,421	)	$	6,824,513
Effective<br> Income Tax Rate		-	%		2.2	%

A

reconciliation of our income tax expense at federal statutory income tax rate of 21.0% to our income tax expense at the effective tax rate is as follows:

SCHEDULE OF RECONCILIATION OF INCOME TAX EXPENSE

	Year<br> Ended December 31,
	2025			2024
Tax<br> at the Statutory Federal Rate		21.0	%		21.0	%
Capitalized<br> Construction Costs		-	%		-1.8	%
Deferred<br> Finance Cost		-	%		0.3	%
Valuation<br> Allowance		-21.0	%		-17.4	%
Effective<br> Income Tax Rate		-	%		2.2	%

Deferred tax assets (liabilities) consist of the following at December 31, 2025 and 2024:

SCHEDULE

OF DEFERRED TAX ASSETS (LIABILITIES)

	Year<br> Ended December 31,
	2025		2024
Deferred<br> tax assets:
Accrued<br> Interest Expense	$	-	$	6,560,893
Accrued<br> Expense		-		8,895
Accrued<br> Other Income		-		1,596,154
Partnership<br> Gain		-		13,175
Real<br> Estate Impairment		-		114,432
Others		-		52,139
Net<br> Operating Loss		-		576,999
Total<br> deferred tax assets:	$	-	$	8,922,687
Deferred<br> tax liabilities:
Accrued<br> Interest Income		-		(7,752,103	)
Accumulated<br> Depreciation and Amortization		-		(204,061	)
Capitalized<br> Costs		-		(2,185,216	)
Total<br> deferred tax liabilities:	$	-	$	(10,141,380	)
Deferred<br> Tax Assets / (Liabilities), net		-		(1,218,693	)
Less<br> valuation allowance		-		1,218,693
Deferred<br> Tax Asset c/f	$	-	$	-

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We are subject to U.S. federal income tax as well as income tax of certain state jurisdictions. We have substantially concluded all U.S. federal income tax and state tax matters through 2021. However, our federal tax returns for the years 2022 through 2024 remain open to examination. The Company’s federal income tax return for the year ended December 31, 2023 is currently under examination by the Internal Revenue Service. State tax jurisdiction tax years remain open to examination as well, though we believe that any additional assessment would be immaterial to the Consolidated Financial Statements.

9.

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.

Item9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Not Applicable.

Item9A. Controls and Procedures.

Evaluationof Disclosure Controls and Procedures

In connection with the preparation of our Report on Form 10-K, an evaluation was carried out by management, with the participation of our Chief Executive Officers and Chief Financial Officers, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(b), 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (Exchange Act) as of December 31, 2025. Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified, and that such information is accumulated and communicated to management, including the Chief Executive Officers and Chief Financial Officers, to allow timely decisions regarding required disclosure.

During evaluation of disclosure controls and procedures as of December 31, 2025 conducted as part of our annual audit and preparation of our annual financial statements, management conducted an evaluation of the effectiveness of the design and operations of our disclosure controls and procedures and concluded that our disclosure controls and procedures were ineffective for those reasons set forth below.

Management’sAnnual Report on Internal Control over Financial Reporting

Management is responsible for the preparation and fair presentation of the financial statements included in this annual report. The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America and reflect management’s judgment and estimates concerning effects of events and transactions that are accounted for or disclosed.

Management is also responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting includes those policies and procedures that pertain to our ability to record, process, summarize and report reliable data. Management recognizes that there are inherent limitations in the effectiveness of any internal control over financial reporting, including the possibility of human error and the circumvention or overriding of internal control. Accordingly, even effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement presentation. Further, because of changes in conditions, the effectiveness of internal control over financial reporting may vary over time.

In order to ensure that our internal control over financial reporting is effective, management regularly assesses controls and did so most recently for its financial reporting as of December 31, 2025. This assessment was based on criteria for effective internal control over financial reporting described in the Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission. In connection with management’s evaluation of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025, management determined that the Company did not maintain effective controls over financial reporting due to limited staff. This limited number of staff prevents us from segregating duties within our internal control system. Management determined that the ineffective controls over financial reporting constitute a material weakness.

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This annual report filed on Form 10-K does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.

Changesin Internal Control over Financial Reporting

We continue taking steps to enhance and improve the design of our internal controls over financial reporting. During the period covered by this Annual Report on Form 10-K, we have not been able to completely remediate the material weaknesses identified above. To remediate such weaknesses, we plan to appoint additional qualified personnel with financial accounting, GAAP, and SEC experience.

Item9B. Other Information.

InsiderTrading Arrangements

During the quarterly period ended December 31, 2025, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act) adopted or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

Item9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not Applicable.

PART

III

Item10. Directors, Executive Officers and Corporate Governance.

Identificationof directors and executive officers

The name, age and position of our officers and directors are set forth below:

Name	Age	Position(s)
Fai<br> H. Chan	81	Co-Chief<br> Executive Officer and Chairman of the Board of Directors
Moe<br> T. Chan	47	Co-Chief<br> Executive Officer and Member of the Board of Directors
Charles<br> MacKenzie	55	Member<br> of the Board of Directors
Rongguo<br> (Ronald) Wei	54	Co-Chief<br> Financial Officer
Alan<br> W. L. Lui	55	Co-Chief<br> Financial Officer

The mailing address for each of the officers and directors named above is c/o of the Company at: 4800 Montgomery Lane, Suite 210, Bethesda, MD, 20814.

BusinessExperience

ChanHeng Fai. Chan Heng Fai has served as a member of our Board of Directors since January 2017 and has served as Co-Chief Executive Officer of the Company since December 2017. Mr. Chan is an expert in banking and finance, with 45 years of experience in these industries. He has also restructured numerous companies in various industries and countries during the past 40 years.

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Since March, 2018, Mr. Chan has served as a Chairman of the Board and Chief Executive Officer of Alset Inc., a Nasdaq listed company and the Company’s ultimate corporate parent. Mr. Chan has served as director of the Company’s corporate parent, Alset International Limited, an SGX listed company, since May 2013, has served as its Chief Executive Officer since April 2014 and as its Chairman since June 2017. Mr. Chan has served as a director of Hapi Metaverse Inc. since October 2014 and as Chairman since July 2021. Mr. Chan has served as director of DSS, Inc., a NYSE listed company, since January 2017 and has served as its Chairman since March 2019. Mr. Chan has served as Chairman of the Board of HWH International Inc., a Nasdaq listed company, since October 2021 and served as its Chief Executive Officer from October 2021 to January 2024. Mr. Chan has served as a director of Value Exchange International, Inc., an OTCQB listed company, since December 2021.

Mr. Chan was the Executive Chairman of China Gas Holdings Limited, an HKSE listed company, an investor and operator of the city gas pipeline infrastructure in China, from 1997 to 2002. Mr. Chan served as director of Heng Fai Enterprises Limited (now known as Zensun Enterprises Limited), an HKSE listed company, an investment holding company, from September 1992 to 2015, and as the Managing Chairman from 1995 to 2015. Mr. Chan was the Managing Director of SingHaiyi Group Ltd. (now known as SingHaiyi Group Pte. Ltd.), a Singapore property development company formerly listed on the SGX, from March 2003 to September 2013. Mr. Chan served as director of Skywest Ltd., a public Australian airline company from 2005 to 2006. Mr. Chan served as director of Holista CollTech Ltd., an ASX listed company, from July 2013 until June 2021. Mr. Chan served as director of Global Medical REIT Inc., an NYSE listed company, a healthcare facility real estate company, from December 2013 to July 2015. Mr. Chan served as a director of OptimumBank Holdings, Inc. from June 2018 until April 2022. Mr. Chan served as director of RSI International Systems, Inc. (now known as ARCpoint Inc.), a TSXV listed company, the developer of RoomKeyPMS, a web-based property management system, from June 2014 to February 2019. Mr. Chan served as a director of Sharing Services Global Corporation, an OTC Markets listed company, from April 2020 to July 2025 and served as its Chairman of the Board from July 2021 to July 2025.

Director Qualifications of Fai H. Chan:

The board of directors appointed Mr. Chan in recognition of his abilities to assist the Company in expanding its business and the contributions he can make to the Company’s strategic direction.

MoeT. Chan. Mr. Moe Chan was appointed Co-Chief Executive Officer of our Company and a member of our Board of Directors in December 2017. Moe Chan has served as an Executive Director of Alset Inc., a Nasdaq listed company, since October 2022 and also as Co-Chief Executive Officer since July 2021. Mr. Moe Chan served as Chief Development Officer of the Company’s corporate parent, Alset International Limited, from August 2020 until March 2021 when he was appointed Co-Chief Executive Officer of Alset International Limited. Mr. Moe Chan has served as an Executive Director of Alset International Limited since December 2020 Mr. Moe Chan has served as a director of DSS, Inc., an NYSE listed company, since September 2020.

Previously, Mr. Moe Chan was the Group Chief Operating Officer of Heng Fai Enterprises Limited (now known as Zensun Enterprises Limited), an HKSE listed company. Mr. Moe Chan was responsible for the company’s global business operations consisting of REIT ownership and management, property development, hotels and hospitality, as well as property and securities investment and trading. Prior to that, Mr. Moe Chan was an executive director and Chief of Project Development of SingHaiyi Group Ltd. (now known as SingHaiyi Group Pte. Ltd.), a Singapore property development company formerly listed on the SGX.

Mr. Moe Chan holds a Master’s Degree in Business Administration with honors from the University of Western Ontario, a Master’s Degree in Electro-Mechanical Engineering with honors and a Bachelor’s Degree in Applied Science with honors from the University of British Columbia. Chan Tung Moe is the son of Chan Heng Fai.

Director Qualifications of Moe T. Chan:

The board of directors appointed Moe Chan in recognition of his extensive knowledge of real estate and ability to assist the Company in expanding its business.

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CharlesMacKenzie. Mr. MacKenzie has served as a member of the Company’s Board of Directors since December 2017 and serves as the Chief Development Officer for SeD Development Management, a subsidiary of Alset EHome, since July of 2015. Mr. MacKenzie also has served as a member of the Board of Directors of Alset EHome since October of 2017 and as Chief Executive Officer – United States since April 2020. In December 2019 Mr. MacKenzie was appointed the Chief Development Officer of Alset Inc., a Nasdaq listed company. He was previously the Chief Development Officer for Inter- American Development (IAD), a subsidiary of Heng Fai Enterprises (now known as Zensun Enterprises Limited) from April of 2014 to June of 2015. Mr. MacKenzie was the Founder and President of MacKenzie Equity Partners, specializing in mixed-use real estate investments since 2006, and served in various brokerage and development roles with MacKenzie Commercial Real Estate Services from 1997 to 2006. Mr. MacKenzie focuses on acquisitions and development of residential and mixed-use projects within the United States. Mr. MacKenzie specializes in site selection, contract negotiations, marketing and feasibility analysis, construction and management oversight, building design and investor relations. Mr. MacKenzie has developed over 1,300 residential units inclusive of single-family homes, multi-family, and senior living dwellings totaling more than $110M and over 650,000 square feet of commercial valued at over $100 million. Mr. MacKenzie received a BA and graduate degree from St. Lawrence University where he served on the Board of Trustees from 2003-2007.

Director Qualifications of Charles MacKenzie:

The board of directors appointed Charles MacKenzie in recognition of his extensive knowledge of real estate and ability to assist the Company in expanding its business.

Rongguo(Ronald) Wei. Mr. Wei has served as the Company’s Chief Financial Officer since March 2017. Mr. Wei is a finance professional with more than 15 years of experience working in public and private corporations in the United States. Mr. Wei has also served as Co-Chief Financial Officer of Alset Inc., a Nasdaq listed company, since March 2018 and has served as Chief Financial Officer of HWH International Inc., a Nasdaq listed company, since October of 2021. As the Chief Financial Officer of our subsidiary SeD Development Management LLC, Mr. Wei is responsible for oversight of all finance, accounting, reporting, and taxation activities for that company. Prior to joining SeD Development Management LLC in August of 2016, Mr. Wei worked for several different US multinational and private companies including serving as Controller at American Silk Mill, LLC, a textile manufacturing and distribution company, from August of 2014 to July of 2016, serving as a Senior Financial Analyst at Air Products & Chemicals, Inc., a manufacturing company, from January of 2013 to June of 2014 and serving as a Financial/Accounting Analyst at First Quality Enterprise, Inc., a personal products company, from 2011 to 2012. Mr. Wei also worked as an equity analyst in Hong Yuan Securities, an investment bank, in Beijing, China, concentrating on industrial and public company research and analysis. Mr. Wei is a certified public accountant and received his Master of Business Administration from the University of Maryland, and a Master of Business Taxation from the University of Minnesota. Mr. Wei also holds a Master in Business degree from Tsinghua University and a Bachelor degree from Beihang University. Mr. Wei served as a member of the Board Directors of Amarantus Bioscience Holdings, Inc., a biotech company, from February 2017 until May 2017, and served as Chief Financial Officer of such company from February, 2017 to November 2017.

AlanW. L. Lui. Mr. Lui has served as the Company’s Co-Chief Financial Officer since December 2017 and has served as the Co-Chief Financial Officer of Alset Inc., a Nasdaq listed company and the Company’s ultimate corporate parent, since October 2017. At the Company’s corporate parent, Alset International Limited, an SGX listed company, Mr. Lui served as Acting Chief Financial Officer from June 2016 to October 2016, and has been the Chief Financial Officer since November 2016. Mr. Lui has also served as an Executive Director of Alset International Limited since July 2020. Mr. Lui has served as a director and Chief Financial Officer of BMI Capital Partners International Ltd., a Hong Kong investment consulting company, since October 2016. Mr. Lui has served as Chief Financial Officer of Hapi Metaverse Inc. since May 2016. From June 1997 through March 2016, Mr. Lui served in various executive roles at Zensun Enterprises Limited (formerly known as Heng Fai Enterprises Limited), an HKSE listed company, including as Financial Controller. Mr. Lui oversaw the financial and management reporting focusing on its financing operations, treasury investment and management. He has extensive experience in financial reporting, taxation and financial consultancy and management. Mr. Lui is a certified practicing accountant in Australia and received a Bachelor’s degree in Business Administration from the Hong Kong Baptist University.

The board of directors has no audit, nominating or compensation committees.

Section16(a) Beneficial Ownership Reporting Compliance

To our knowledge, no director, officer or beneficial owner of more than ten percent of any class of our equity securities, failed to file on a timely basis reports required by Section 16(a) of the Exchange Act during the fiscal year ended December 31, 2025.

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Codeof Ethics

We have adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer and persons performing similar functions.

CorporateGovernance

There have been no changes in any state law or other procedures by which security holders may recommend nominees to our board of directors. We do not have a nominating committee, however we intend to appoint one in the immediate future.

InsiderTrading Policy

On March 17, 2025 we adopted an insider trading policy and procedures governing the purchase, sale, and/or other dispositions of our securities by directors, officers and employees, which are reasonably designed to promote compliance with insider trading laws, rules, and regulations (the “Insider Trading Policy”).

FamilyRelationships

Fai H. Chan, our Co-Chief Executive Officer, Chairman of our Board and Chairman of the Board and Chief Executive Officer of our majority shareholder and its corporate parent is the father of Moe T. Chan, our other Co-Chief Executive Officer and a Member of our Board.

Involvementin Certain Legal Proceedings

None of our directors, executive officers and control persons has been involved in any of the following events during the past ten years:

●	Any<br> bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the<br> time of the bankruptcy or within two years prior to that time;
●	Any<br> conviction in a criminal proceeding or being subject to any pending criminal proceeding (excluding traffic violations and other minor<br> offenses);
●	Being<br> subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction,<br> permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities<br> or banking activities; or
●	Being<br> found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have<br> violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

Conflictsof Interest

Except as provided for in Article XI of the Company’s By-Laws: Board Director Compensation, no officer, director or security holder of the Company may be involved in pecuniary interest in any investment acquired or disposed of by the registrant or in any transaction to which the registrant or any of its subsidiaries is party or has an interest.

None of the directors, officers, security holders or affiliates of the registrant may engage, for their own account, business activities of the types conducted by the registrant and its subsidiaries.

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Item11. Executive Compensation.

At the present time, neither Winning Catering Group, Inc. nor Alset EHome and its subsidiaries is a party to any compensation arrangements with any officer or director of either entity and has made no provisions for paying cash or non-cash compensation to such officers and directors, except for Charles MacKenzie and Rongguo (Ronald) Wei. A subsidiary of Alset EHome is paying salaries to six employees at the present time, which includes Mr. Wei, and has consulting arrangements with certain individuals, including Mr. MacKenzie.

Until the 2025 Distribution, Mr. Wei was compensated by SeD Development Management LLC for his services to Alset EHome (which was, prior to the 2025 Distribution, a subsidiary of the Company) at a rate of $155,190. In 2024, Mr. Wei was compensated by SeD Development Management LLC for his services to Alset EHome at a rate of $232,073 per year. Mr. Wei has been compensated by SeD Development Management LLC since 2016. Mr. Wei was not paid by Winning Catering Group, Inc. prior to its acquisition of Alset EHome.

A company controlled by Mr. MacKenzie was paid consulting fees of approximately $25,000 per month (and $75,000 and $60,000 additional bonus, respectively) in 2025 and 2024, which includes payment for his services to Alset EHome and its subsidiaries.

Fai H. Chan is compensated by Alset International, where he serves as Chief Executive Officer. He is also compensated by Alset Inc., which owns the majority of Alset International. Alan Lui is employed and compensated by Alset International. Moe T. Chan is also employed and compensated by Alset International. Moe T. Chan is also compensated by Alset Business Development Pte. Ltd., a 100% owned indirect subsidiary of Alset Inc. as part of their duties as officers or consultants of Alset International, each of these three individuals works on a number of matters for Alset International, including devoting various amounts of time to the management of Alset International’s various subsidiaries and divisions, such as Winning Catering Group, and Alset EHome. The amount of time each of these individuals spends on matters related to Winning Catering Group, and Alset EHome has varied greatly based on the Company’s needs, and no definite statement may be made as to what percentage of these three individuals’ time has been spent or will be spent in the future on matters related to Winning Catering Group, and Alset EHome Winning Catering Group, and Alset EHome and its subsidiaries do not compensate these three individuals for their services.

The table below summarizes all compensation awarded to, earned by, or paid to Winning Catering Group, Inc.’s named executive officers for all services rendered in all capacities to us for the period from January 1, 2024 through December 31, 2025.

SUMMARY

COMPENSATION TABLE

Name and Principal Position (1)	Year	Salary		All<br><br>Other<br><br>Comp		****	Total		****
Fai<br> H. Chan (2)	2025
Chairman<br> of the Board and Co-Chief Executive Officer	2024
Moe<br> T. Chan (2)	2025
Director<br> and Co-Chief Executive Officer	2024
Rongguo<br> (Ronald) Wei	2025	$	155,190				$	155,190
Co-Chief<br> Financial Officer	2024	$	232,073				$	232,073
Alan<br> W. L. Lui (2)	2025
Co-Chief<br> Financial Officer	2024
Charles<br> MacKenzie	2025			$	250,000	(3)	$	250,000	(3)
Director	2024			$	360,000	(3)	$	360,000	(3)
(1)	Effective<br> as of December 29, 2017, Fai H. Chan was appointed as our Chairman and Co-Chief Executive Officer; Moe T. Chan was appointed as a<br> member of our Board and as Co-Chief Executive Officer; Rongguo (Ronald) Wei and Alan W. L. Lui were appointed as our Co-Chief Financial<br> Officers; and Charles MacKenzie joined the Company’s Board of Directors.
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| --- | | (2) | Alset International compensates Fai H. Chan, Moe T. Chan and Alan W. L. Lui for their services to a number of divisions and subsidiaries of Alset International. Each of these three individuals work on a number of matters for Alset International, including devoting various amounts of time to matters related to Winning Catering Group, Inc. Winning Catering Group, Inc. does not compensate these individuals. | | --- | --- | | (3) | A company controlled by Mr. MacKenzie was paid total consulting fees of $250,000 in 2025 and $360,000 in 2024 by Alset EHome. |

As of the date of this Report, the Company does not have any stock option plans, retirement, pension, or profit-sharing plans for the benefit of any of our officers or directors.

OutstandingEquity Awards at Fiscal Year-End

There were no grants of stock options through the date of this report.

We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance.

The board of directors of the Company has not adopted a stock option plan. The Company has no plans to adopt it but may choose to do so in the future. If such a plan is adopted, this may be administered by the board or a committee appointed by the board (the “Committee”). The Committee would have the power to modify, extend or renew outstanding options and to authorize the grant of new options in substitution therefore, provided that any such action may not impair any rights under any option previously granted. The Company may develop an incentive-based stock option plan for its officers and directors.

StockAwards Plan

The Company has not adopted a Stock Awards Plan but may do so in the future. The terms of any such plan have not been determined.

Item12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

SecurityOwnership

The following table sets forth, as of December 31, 2025, and as of February 24, 2026, the number and percentage of our outstanding shares of common stock owned by (i) each person known to us to beneficially own more than 5% of its outstanding common stock, (ii) each director, (iii) each named executive officer and significant employee, and (iv) all officers and directors as a group.

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The number of shares listed below includes shares that each shareholder listed in the table has the right to acquire beneficial ownership of within 60 days.

Name<br> and Address (2)	Number<br> of Common Shares Beneficially Owned
Fai<br> H. Chan (3)		704,015,730	99.99	%
Moe<br> T. Chan		0	0.00	%
Charles<br> MacKenzie		0	0.00	%
Rongguo<br> (Ronald) Wei		0	0.00	%
Alan<br> W. L. Lui		0	0.00	%
All<br> Directors and Officers (5 individuals)		704,015,730	99.99	%
Alset<br> International Limited (3)		704,015,730	99.99	%
SeD<br> Intelligent Home, Inc. (3)		704,015,730	99.99	%
(1)	Based<br> upon 704,043,324 outstanding common shares as of December 31, 2025 and February 24, 2026.
---	---
(2)	The<br> mailing address for each individual and entity set forth above is c/o Winning Catering Group, Inc., 4800 Montgomery Lane, Suite 210,<br> MD 20814.
(3)	Fai<br> H. Chan may be deemed to be the beneficial owner of the 704,015,730 shares held by Alset International Limited’s wholly-owned<br> subsidiary SeD Intelligent Home, Inc. Mr. Chan is the Chairman and Chief Executive Officer of Alset International Limited, a diversified<br> holding company listed on the Catalist of the Singapore Exchange Securities Trading Limited and the Chairman and Chief Executive<br> Officer of Alset Inc., a Nasdaq listed company. The majority of Alset International Limited is owned by a wholly-owned subsidiary<br> of Alset Inc. Mr. Chan is the largest shareholder of Alset Inc. both directly and through HFE Holdings Limited, a holding company<br> owned by Mr. Chan.

Changeof Control

Item13. Certain Relationships and Related Transactions, and Director Independence.

FamilyRelationships

Policiesand Procedures for Transactions with Related Persons

Our board of directors intends to adopt a written related person transaction policy to set forth the policies and procedures for the review and approval or ratification of related person transactions. Related persons include any executive officer, director or a holder of more than 5% of our common stock, including any of their immediate family members and any entity owned or controlled by such persons. Related person transactions refer to any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships in which (i) we were or are to be a participant, (ii) the amount involved exceeds $120,000, and (iii) a related person had or will have a direct or indirect material interest. Related person transactions include, without limitation, purchases of goods or services by or from the related person or entities in which the related person has a material interest, indebtedness, guarantees of indebtedness, and employment by us of a related person, in each case subject to certain exceptions set forth in Item 404 of Regulation S-K under the Securities Act.

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We expect that the policy will provide that in any related person transaction, our audit committee and board of directors will consider all of the available material facts and circumstances of the transaction, including: the direct and indirect interests of the related persons; in the event the related person is a director (or immediate family member of a director or an entity with which a director is affiliated), the impact that the transaction will have on a director’s independence; the risks, costs and benefits of the transaction to us; and whether any alternative transactions or sources for comparable services or products are available. After considering all such facts and circumstances, our audit committee and board of directors will determine whether approval or ratification of the related person transaction is in our best interests. For example, if our audit committee determines that the proposed terms of a related person transaction are reasonable and at least as favorable as could have been obtained from unrelated third parties, it will recommend to our board of directors that such transaction be approved or ratified. Our audit committee will recommend that our board of directors reject any transaction if it could affect our ability to comply with securities laws and regulations.

Transactionswith Related Persons, Promoters, and Certain Control Persons

Loanfrom SeD Home Limited (now known as Alset Solar Limited)

Alset EHome receives advances from SeD Home Limited (now known as Alset Solar Limited; a subsidiary of Alset International), to fund development and operation costs. The advances bear interest at 10% and are payable on demand. As of December 31, 2024, Alset EHome had outstanding principal due of $0 and accrued interest of $0. On October 22, 2024 the Company was forgiven the outstanding interest of $228,557. A gain was recorded in equity as a result of the loan’s extinguishment.

Loanto/from SeD Intelligent Home Inc.

The Company receives advances from or loans funds to SeD Intelligent Home, the owner of 99.99% of the Company. The advances or the loans bore interest of 18% until August 30, 2017 when the interest rate was adjusted to 5% and have no set repayment terms. During the year ended December 31, 2025, the Company received repayment of $2,030,000 from SeD Intelligent Home. On December 31, 2024, SeD Intelligent Home owed $12,192,866 to the Company. During the year ended December 31, 2024, the Company lent $15,998,308 to SeD Intelligent Home and received repayment of $3,161,212 in the same period. Additionally, the Company borrowed $3,780,000 and repaid $3,780,000 of the loans from SeD Intelligent Home in the year ended December 31, 2024. The accrued interest of $1,207,408 was offset against interest payable in the Company’s Balance Sheet at December 31, 2024. The Company netted the payable and receivable accounts with SeD Intelligent Home Inc. for its presentation in the Balance Sheet.

ManagementFees

The Company incurred expenses of $250,000 and $360,000 in the years ended December 31, 2025 and 2024, respectively, which in 2025 were expensed and in 2024 were capitalized as part of Real Estate on the balance sheet as the services related to property and project management. On December 31, 2025 and 2024, the Company owed this related party $0 and $41,602, respectively. These amounts are included in Accounts Payable in the accompanying consolidated balance sheets.

Notefrom Alset Inc.

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Alset Inc. owns 85.8% 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 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 member of the Board of Directors of the Company, is also an officer of Alset Inc.

Item14. Principal Accounting Fees and Services

The following table indicates the fees paid by us for services performed for the years ended December 31, 2025 and December 31, 2024:

	Year<br> Ended December 31, 2025 (HTL International, LLC)		Year<br> Ended December 31, 2024 (Grassi & Co., CPAs, P.C.)
Audit<br> Fees	$	22,000	$	132,548
Audit-Related<br> Fees	$	-	$	35,963
Tax<br> Fees	$	-	$	-
All<br> Other Fees	$	-	$	-
Total	$	22,000	$	168,511

AuditFees*.* This category includes the aggregate fees billed for professional services rendered by the independent auditors during the years ended December 31, 2025 and December 31, 2024 for the audit of our financial statements and review of previous years’ Form 10-Qs.

Audit-RelatedFees. This category includes the aggregate fees billed for professional services rendered by the independent auditors during the years ended December 31, 2025 and December 31, 2024 that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under “Audit Fees.” In 2025 and 2024 such fees were related to expenses incurred in relation to additional services the auditors performed per request of the foreign auditor of one of our subsidiaries.

TaxFees*.* This category includes the aggregate fees billed for tax services rendered in the preparation of our federal and state income tax returns.

AllOther Fees*.* This category includes the aggregate fees billed for all other services, exclusive of the fees disclosed above, rendered during the year ended December 31, 2025 and December 31, 2024.

On January 13, 2024, the Company engaged Grassi & Co., CPAs, P.C. (“Grassi”) as its independent registered public accounting firm for the Company’s fiscal year ending December 31, 2024. The decision to engage Grassi was recommended by the Company’s Audit Committee and approved by the Company’s Board of Directors.

On July 2, 2025, the Company engaged HTL International, LLC (“HTL”) as its independent registered public accounting firm for the Company’s fiscal year ending December 31, 2025. The decision to engage HTL was recommended by the Company’s Audit Committee and approved by the Company’s Board of Directors.

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PART

Item15. Exhibit and Financial Statement Schedules

(a)(1) List of Financial statements included in Part II hereof:

Balance Sheets as of December 31, 2025 and December 31, 2024

Statements of Income for the twelve months ended December 31, 2025 and December 31, 2024

Statements of Stockholders’ Equity for the period December 31, 2025 through December 31, 2024

Statements of Cash Flows for the twelve months ended December 31, 2025 and December 31, 2024

(a)(2) List of Financial Statement schedules included in Part IV hereof:

None.

(a)(3) Exhibits

The following exhibits are filed with this report or incorporated by reference:

Exhibit No.	Description
2.1	Acquisition<br> Agreement and Plan of Merger dated December 29, 2017 by and among SeD Intelligent Home Inc., SeD Acquisition Corp., SeD Home International,<br> Inc. and SeD Home Inc. incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with<br> the Securities and Exchange Commission on December 29, 2017.
3.1	Certificate<br> of Incorporation of the Company, incorporated herein by reference to Exhibit 3.1 to the Company’s Registration Statement on<br> Form S-11 filed with the Securities and Exchange Commission on October 20, 2010.
3.2	Bylaws<br> of the Company, incorporated herein by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-11 filed<br> with the Securities and Exchange Commission on October 20, 2010.
3.3	Amendment<br> to the Company’s Articles of Incorporation, incorporated herein by reference to Exhibit 3.3 to Company’s Quarterly Report<br> on Form 10-Q, filed with the Securities and Exchange Commission on November 2, 2017.
3.4	Certificate<br> of Incorporation of SeD Home & REITs Inc. incorporated herein by reference to Exhibit 3.4 to the Company’s Current Report<br> on Form 8-K filed with the Securities and Exchange Commission on December 29, 2017.
3.5	Bylaws<br> of SeD Home & REITs Inc. incorporated herein by reference to Exhibit 3.5 to the Company’s Current Report on Form 8-K filed<br> with the Securities and Exchange Commission on December 29, 2017.
3.6	Amendment<br> to the Company’s Articles of Incorporation, incorporated herein by reference to Exhibit 3.6 to the Company’s Quarterly<br> Report on Form 10-Q, filed with the Securities and Exchange Commission on August 11, 2020.
3.7	Certificate<br> of Amendment to the Articles of Incorporation of LiquidValue Development Inc., incorporated by reference to Exhibit 3.1 of the Company’s<br> current report on Form 8-K filed with the Securities and Exchange Commission on August 22, 2025.
3.8	Amendment to the Articles of Incorporation, incorporated by reference to Exhibit 3.1 of the Company’s current report on Form 8-K filed with the Securities and Exchange Commission on September 26, 2025.
4.1	Description<br> of Securities, incorporated herein by reference to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange<br> Commission on March 15, 2022.
10.1	Consulting<br> Agreement dated June 23, 2022, by and between SeD Development Management LLC and MacKenzie Equity Partners, LLC, incorporated herein<br> by reference to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on July 29, 2022.
10.2	Loan<br> Agreement, dated as of June 18, 2020, by and between SeD Home & REITs Inc. and Manufacturers and Traders Trust Company, incorporated<br> herein by reference to Exhibit 10.17 to the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange<br> Commission on August 11, 2020.
10.3	Management Services Agreement between LiquidValue Development Inc. and Alset International Limited, dated December 29, 2020 incorporated herein by reference to Exhibit 10.18 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 15, 2022
10.4(1)(2)	Contract<br> for Purchase and Sale and Escrow Instructions, dated as of October 28, 2022, by and between 150 CCM Black Oak, LTD and Century Land<br> Holdings of Texas, LLC, incorporated by reference to Exhibit 10.6 of the Company’s annual report on Form 10-K, filed with the<br> Securities and Exchange Commission on March 28, 2023.

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* Filed herewith.

** Furnished herewith.

(1) Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.

(2) Portions of this exhibit (indicated by asterisks) have been omitted under rules of the SEC permitting the confidential treatment of select information. The Registrant agrees to furnish a copy of all omitted information to the SEC upon its request.

Item16. Form 10-K Summary

None.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.
Dated:<br> February 24, 2026	By:	/s/ Rongguo (Ronald) Wei
	Name:	Rongguo<br> (Ronald) Wei
	Title:	Co-Chief<br> Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Fai H. Chan	Co-Chief<br> Executive Officer, Director	February 24, 2026
Fai<br> H. Chan	(Principal<br> Executive Officer)
/s/ Moe T. Chan	Co-Chief<br> Executive Officer, Director	February 24, 2026
Moe<br> T. Chan	(Principal<br> Executive Officer)
/s/ Charley MacKenzie	Director	February 24, 2026
Charley<br> MacKenzie
/s/ Rongguo (Ronald) Wei	Co-Chief<br> Financial Officer	February 24, 2026
Rongguo<br> (Ronald) Wei	(Principal<br> Financial Officer and<br><br> <br>Principal<br> Accounting Officer)
/s/ Alan W. L. Lui	Co-Chief<br> Financial Officer	February 24, 2026
Alan<br> W. L. Lui	(Principal<br> Financial Officer and<br><br> <br>Principal<br> Accounting Officer)

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Exhibit19.1

WINNING CATERING GROUP, INC.

INSIDER TRADING POLICY

Adoptedas of March 17, 2025

In order to take an active role in the prevention of insider trading violations by the directors, officers and other employees of Winning Catering Group, Inc. (the “Company”) and its subsidiaries, as well as by certain other individuals, the Nominating and Corporate Governance Committee of the Board of Directors of the Company has adopted the policies and procedures described in this Insider Trading Policy (the “Policy”).

Applicability of Policy

This Policy applies to all transactions in the Company’s securities, including common stock, options for common stock and any other securities the Company may issue from time to time, such as preferred stock, warrants and convertible debentures, as well as to derivative securities relating to the Company’s stock, whether or not issued by the Company, such as exchange-traded options.

The Policy applies to all directors, officers and all other employees of, or consultants or contractors to, the Company and its subsidiaries, as well as members of their “Immediate Families” (as defined below) and members of their households, and others, in each case where such persons have or may have access to “Material Nonpublic Information” (as defined below). These groups of people are sometimes referred to in this Policy as “Insiders.” This Policy also applies to any person who receives Material Nonpublic Information from any Insider. The term “Immediate Family” shall mean any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother in-law or sister-in-law, and shall include adoptive relationships.

Any person who possesses Material Nonpublic Information is an Insider for so long as the information is not publicly known. Any employee of the Company or its subsidiaries can be an Insider from time to time, and would be subject to this Policy.

An Insider may be subject to substantial civil and criminal liability for engaging in transactions in the Company’s securities while such Insider is in possession of Material Nonpublic Information. In addition, an Insider may be liable for improper transactions conducted by persons (commonly referred to as “tippees”) to whom such Insider has disclosed Material Nonpublic Information.

Compliance Officer

The Company has appointed the Chief Legal Officer (or his/her successor in office), or such other person reporting to the Chief Legal Officer as the Chief Legal Officer shall designate and oversee, or if the Company has no Chief Legal Officer such person that the Board shall designate as the Company’s Insider Trading Compliance Officer (the “Compliance Officer”). In the absence of an internal Chief Legal Officer, the Company’s outside securities counsel may also serve as the Compliance Officer for purposes of determining compliance with this Policy.

STATEMENTS OF POLICY

GeneralPolicy

It is the policy of Winning Catering Group, Inc. and its subsidiaries to oppose the unauthorized disclosure of any nonpublic information acquired in the work-place and the misuse of Material Nonpublic Information in securities trading.

Specific Policies

Trading on Material Nonpublic Information. No director, officer or other employee of, or consultant or contractor to, the Company or its subsidiaries, and no member of the Immediate Family or household of any such person, shall engage in any transaction involving a purchase or sale of the Company’s securities, including any offer to purchase or offer to sell, during any period commencing with the date that he or she possesses Material Nonpublic Information concerning the Company or its subsidiaries, and ending at the close of business on the second (2nd Trading Day following the date of public disclosure of that information, or at such time as such nonpublic information is no longer material. The determination of whether or not to make any public disclosure, and the timing thereof, shall be in the sole discretion of the senior management of the Company and the Board of Directors (or any committee thereof established to oversee public disclosure by the Company). For example, if public disclosure of previously Material Nonpublic Information occurs on a Monday of a given week, a person subject to this policy and the guidelines described herein may not engage in any transaction involving a purchase or sale of the Company’s securities until the beginning of Wednesday of the same week.

As used herein, the term “Trading Day” shall mean a day on which national stock exchanges are open for trading. A Trading Day begins at the time trading begins on such day.

This restriction on trading does not apply to transactions executed under a trading plan adopted pursuant to Securities and Exchange Commission Rule 10b5-1(c) (17.C.F.R. §240.10b5-l(c) (“Rule 10b5-l(e)”) and approved in writing by the Board of Directors of the Company or a committee thereof, or such proper officer(s) of the Company as may be designated by the Board of Directors (an “Approved Rule 10b5-1 Trading Plan” -see TRADING GUIDELINES AND REQUIREMENTS paragraph 5 below) The policy may be waived under certain circumstances (including waivers granted for financial hardship of the proposed transferee) including a waiver of the Black Out period (as described below); subject, in all cases, to compliance with applicable laws and regulations. The determination of whether a transaction is in compliance with, or exempt from this Policy shall be determined in the sole discretion of the Board of Directors (or any committee thereof) with the assistance of the Compliance Officer. Any Insider desiring to establish a Rule 10b5-l plan or to undertake any other transaction intended to be exempt from this Policy shall provide all information, certificates and documents as may be requested by the Board of Directors (or any committee thereof).

2. T ipping. No Insider shall disclose (“tip”) Material Nonpublic Information to any other person (including family members) where such information may be used by such person to his or her profit by trading in the securities of companies to which such information relates, nor shall such Insider or related person make recommendations or express opinions on the basis of Material Nonpublic Information as to trading in the Company’s securities.

3. Confidentiality of Nonpublic Information. Nonpublic information relating to the Company is the property of the Company and the unauthorized disclosure of such information is forbidden. In the event any director, officer or employee of, or consultant to, the Company receives any inquiry from outside the Company, such as a stock analyst, for information (particularly financial results or projections) that may require disclosure of Material Nonpublic Information, the inquiry should be referred to the Chief Executive Officer of the Company, who are responsible for coordinating and overseeing the release of such information to the investing public, analysts and others in compliance with applicable laws and regulations. Disclosure of any information regarding the Company is subject to the general policies of disclosure in effect and established by the Board of Directors and senior management from time to time. No person is authorized by this Policy to disclose information regarding the Company.

4. Short Sales. No director, officer or employee of, or consultant to, the Company, and no member of the immediate family or household of such person, shall engage in a short sale of the Company’s stock. A short sale is a sale of securities not owned by the seller or, if owned, not delivered against such sale within 20 days thereafter (a “short against the box”) or any other transaction in which the person engaging in such transaction derives an economic benefit as a result of a decline in the price of the Company’s securities.

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Transactions in certain put and call options for the Company’s securities may in some instances constitute a short sale. Short sales of the Company’s securities by directors, officers or employees are potentially harmful for several reasons: First, the short seller may be suspected of insider trading, and may be subject to criminal prosecution and other penalties; Second, a short sale by a director, officer or employee may be misinterpreted by brokers as a possible signal of future bad news about the Company and may lead brokerage houses to make unfounded recommendations of sales of the Company’s securities; and finally, a short seller is effectively betting against the Company’s success.

POTENTIAL CRIMINAL AND CIVIL LIABILITY AND/OR DISCIPLINARY ACTION

L iability for Insider Trading: Pursuant to federal and state securities laws, Insiders may be subject to criminal and civil fines and penalties as well as imprisonment for engaging in transactions in the Company’s securities at a time when they have knowledge of Material Nonpublic Information regarding the Company.

2. Liability for Tipping: Insiders may also be liable for improper transactions by any person (commonly referred to as a “tippee”) to whom they have disclosed Material Nonpublic Information regarding the Company or to whom they have made recommendations or expressed opinions on the basis of such information as to trading in the Company’s securities. The Securities and Exchange Commission (the “SEC”) has imposed large penalties even when the disclosing person did not profit from the trading. The SEC, the stock exchanges and the National Association of Securities Dealers, Inc. use sophisticated electronic surveillance techniques to uncover insider trading. In addition, whether or not the Material Nonpublic Information is “positive” or “negative” and how it affects the Company’s stock price is not relevant. In addition, Insiders may be subject to civil and criminal penalties even when no “profit” is obtained.

3. P ossible Disciplinary Actions: Employees of the Company and its subsidiaries who violate this Policy shall also be subject to disciplinary action by the Company, which may include, among other things, ineligibility for future participation in the Company’s equity incentive plans and bonus compensation plans, forfeiture of bonus awards or options, or termination of employment, as well as subject the violator to civil action by the Company.

TRADING GUIDELINES AND REQUIREMENTS

In order to provide guidelines for Insiders, this Policy establishes certain timeframes which will govern when Insiders may or may not trade securities of the Company. Please be advised that the Policy cannot cover every possible scenario, and therefore you are advised to seek prior advice from the Compliance Officer before undertaking any trade.

Black-out Period. The period beginning at the close of market on the final day of the third (3rd) calendar month of each quarter and ending at the beginning of the second (2nd) Trading Day following the date of public disclosure of the financial results for that quarter is a particularly sensitive period of time for transactions in the Company’s stock from the perspective of compliance with applicable securities laws. This sensitivity is due to the fact that officers, directors and certain employees will, during that period, often possess Material Nonpublic Information about the expected financial results for the quarter during that period.

Accordingly, this period of time is referred to as a “black-out” period. All members of the Company’s Board of Directors, all officers (as identified in the Company’s SEC filings) and certain other of the Company’s employees and consultants are prohibited from trading during such period. THE COMPANY WILL NOTIFY EACH PERSON WHO IS SUBJECT TO THIS PROHIBITION.

To ensure compliance with this policy and applicable federal and state securities laws, the Company requires that each member of the Board of Directors, each officer and certain other employees of, or consultants to, the Company (as identified and notified from time to time by the Company) refrain from conducting transactions involving the purchase or sale of the Company’s securities during the Black Out Period.

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The Policy establishes a “Trading Window” during which, period insiders may trade in the securities of the Company. The Trading Window commences at the open of market on the second (2nd) Trading Day following the date of public disclosure of the financial results for a particular fiscal quarter or year and continuing until the close of market on the final day of the third calendar month of the next quarter.

Notwithstanding the applicability of any Trading Window, an insider may be in possession of Material Nonpublic Information which will prohibit him or her from undertaking any transactions.

From time to time, the Company may also prohibit directors, officers and potentially a larger group of employees of, and consultants to, the Company from trading securities of the Company because of material developments known to the Company and not yet disclosed to the public. In such event, each person who has been so identified and notified by the Company may not engage in any transaction involving the purchase or sale of the Company’s securities and should not disclose to others the fact of such suspension of trading. This restriction on trading does not apply to transactions made under an Approved Rule 10b5-l Trading Plan. The restriction on trading does encompass the fulfillment of “limit orders” by any broker and any broker with whom any such limit order is placed must be so instructed at the time it is placed. The Company ordinarily will re-open the trading window at the beginning of the second (2nd) Trading Day following the date of public disclosure of the information, or at such time as the information is no longer material.

The safest period for trading in the Company’s secu1ities, assuming the absence of Material Nonpublic Information, is probably only the first 10 days of the trading window and trading during that period is recommended (unless of course you are in possession of Material Nonpublic Information at that time or unless you have an Approved Rule 10b5-1 Trading Plan).

Even during the Trading Window (as described below), any person possessing Material Nonpublic Info1mation concerning the Company should not engage in any transactions in the Company’s securities until such information has been known publicly for at least two Trading Days, whether or not the Company has recommended a suspension of trading to that person.

TRADING IN THE COMPANY’S SECURITIBS DURING THE “TRADING WINDOW” SHOULD NOT BE CONSIDERED A “SAFE HARBOR,” AND ALL DIRECTORS, OFFICERS OR OTHER EMPLOYEES OF, OR CONSULT ANTS TO, THE COMPANY AND OTHER PERSONS SHOULD USE GOOD JUDGMENT AT ALL TIMES WHEN TRADING COMPANY SECURITIES.

2. Suggested Preclearance of Transactions. The Company suggests that all Section 16 Persons and Designated insiders refrain from engaging in transactions regarding the Company’s securities during Trading Windows without first pre-clearing such transactions with the Compliance Officer or his designee to insure they comply with this Policy.

3. Notification of Trades and other Transactions. Each Section 16 Person must ensure that he or she or his or her broker provides the Compliance Officer or his designee with detailed information (trade date, number of shares, exact price) regarding every transaction involving the Company’s securities, including gifts, transfers, pledges and all Rule 10b5-1 transactions, contemporaneously with execution. The obligations of each Section 16 Person to file Section 16 reports (Forms 3, 4 and 5) are his or her own personal obligations, and the Company is not responsible for his or her failure to file accurate and timely Forms 3, 4 and 5. However, the failure to make required filings (or to make them in a timely manner) does reflect upon the Company, and therefore the Company has an interest in enforcing compliance with all relevant rules and regulations.

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4. Individual Responsibility. Every person subject to this Policy has the individual responsibility to comply with this Policy against insider trading, and appropriate judgment should be exercised in connection with any trade in the Company’s securities. An Insider may, from time to time, have to forego a proposed transaction in the Company’s securities even if he or she planned to make the transaction before learning of Material Nonpublic Information and even though the Insider believes he or she may suffer an economic loss or forego anticipated profit by waiting.

5. Approved Trading Plans. Insiders subject to the trading restrictions set forth in paragraph 1 above may, notwithstanding such restrictions, engage in transactions regarding the Company’s securities during periods when a Trading Window is not open if these transactions are made pursuant to a Trading Plan (as defined below) in compliance with this paragraph 5. To do so, the applicable Insider must do all of the following:

(a) During an open Trading Window when the Insider is not aware of Material Nonpublic Information, the Insider must enter into a binding contract to purchase or sell securities, provide instructions to another person to purchase or sell securities for the Insider’s account, or adopt a written plan for purchasing or selling the securities (this Policy refers to any such contract, instructions or plan, as a “Trading Plan”). The Insider may not enter into a new Trading Plan (or modify or terminate an existing Trading Plan) except during an open Trading Window when the Insider is not aware of Material Nonpublic Information.

(b) The Trading Plan must do at least one of the following: (1) specify the Amount, Price, and Date of the transaction(s); (2) include a written formula or plan of trading, algorithm, or computer program for determining the Amount, Price, and Date for the transaction(s); or (3) not permit the Insider to exercise any subsequent influence over how, when, or whether to effect purchases or sales, provided that if anyone else is permitted to exercise such influence such person is not aware of any Material Nonpublic Information when doing so. For the purposes of this paragraph 5, the following definitions apply:

* “Amount” means either a specified number of securities or a specified dollar value of securities.

* “Price” means the market price on a particular date or a limit price, or a particular dollar price.

* “Date” means, in the case of a market order, the specific day of the year on which the order is to be executed (or as soon thereafter as is practicable under ordinary principles of best execution). In the case of a limit order, Date means the day of the year on which the order is in force.

(c) A purchase or sale is not pursuant to a Trading Plan if the Insider who entered into the Trading Plan altered or deviated from the Trading Plan to purchase or sell securities (whether by changing the Amount, Price or Date of the purchase or sale) or entered into or altered a corresponding or hedging transaction or position with respect to those securities. A Trading Plan may be modified or amended upon execution of appropriate amendments to the Trading Plan and provided that at the time of amendment or modification the Insider is not aware of Material Nonpublic Information.

(d) The Company has determined that all Insiders who wish to adopt (modify or terminate) a Trading Plan pursuant to this paragraph 6 must give the Compliance Officer prior notice. Without limitation of any term of this paragraph 6, the Company may require any Insider (or group of Insiders) wishing to adopt a Trading Plan to first obtain written approval from the Compliance Officer.

(e) Any Company approval, review or notification with respect to a Trading Plan adopted pursuant to this paragraph 5 shall not constitute, and shall not be deemed to constitute any endorsement or approval of that Trading Plan by the Company, or a determination, conclusion or opinion by the Company or its personnel that the terms of that Trading Plan (or any modification or termination thereof), the adoption, use or administration thereof or any transactions effected pursuant thereto comply with (and do not violate) applicable securities laws or that any sales or purchases of Company securities thereunder will be effected in compliance with such securities laws.

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6. T ermination of Relationship with Company and its Subsidiaries. If an Insider’s relationship with the Company and its subsidiaries is terminated, such person shall nonetheless not engage in transactions regarding the Company’s securities while in possession of Material Nonpublic Information. Subject to the foregoing, if such person is a Section 16 Person or Designated Insider and such relationship is terminated outside a Trading Window, such person shall not engage in transactions regarding the Company’s securities until the next Trading Window. Furthermore, subject to the first sentence of this paragraph 6, if any such person is subject to any other restriction on his or her ability to engage in transactions regarding the Company’s securities pursuant this Policy, at the time such relationship is terminated, such person shall not engage in transactions regarding the Company’s securities until such time as he or she would have been permitted to do so if his or her relationship with the Company and its subsidiaries had not been terminated.

APPLICABILITY OF POLICY TO INSIDE INFORMATION REGARDING OTHER COMPANIES

This Policy and the restrictions and guidelines described herein also apply to Material Nonpublic Info1mation relating to other companies, including the Company’s customers, vendors or suppliers (“business partners”), when that information is obtained in the course of employment with, or other services performed for, the Company. Civil and criminal penalties, and termination of employment, may result from trading on inside information regarding the Company’s business partners. All directors, officers and other employees should treat Material Nonpublic Information about the Company’s business partners with the same care required for information related directly to the Company.

Definition of Material Nonpublic Information

It is not possible to define all categories of material information. However, information should be regarded as material if there is a reasonable likelihood that it would be considered important to an investor in making an investment decision regarding the purchase or sale of the Company’s securities. In this regard, there are various categories of information that are particularly sensitive and, as a general rule, should always be considered material. Examples of such information include:

Financial Related Events:

●	Financial results
●	Projections of future earnings or losses
●	Stock splits
●	New equity or debt offerings
●	Changes in dividend policy
●	Impending bankruptcy or financial liquidity problems
●	Material impairment, write-off or restructuring
●	Creation of a material direct or contingent financial obligation

Corporate Developments:

●	Pending or proposed merger or acquisition
●	The disposition or acquisition of significant assets
●	Gain or loss of a substantial customer or supplier
●	Termination or reduction of business relationship with customer

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Service and Product Related Events:

●	Timing of new services or product introductions or material<br>contracts
●	New product announcements of a significant nature
●	Significant product defects or modifications
●	Significant pricing changes

Other:

●	Significant litigation exposure due to actual or threatened<br>litigation
●	Major changes in senior management
●	Material agreement not in the ordinary course of business (or<br>termination thereof)

Nonpublic information is information that has not been previously disclosed to the general public and is otherwise not available to the general public. Either positive or negative information may be material.

Certain Exceptions

For purposes of this Policy, the Company considers that the exercise of stock options for cash under the Company’s stock option plans or the purchase of shares under the Company’s employee stock purchase plan (but not the sale of any such shares) is exempt from this Policy, since the other party to the transaction is the Company itself and the price does not vary with the market but is fixed by the terms of the option agreement or the plan.

Additional Information - Directors and Officers

Directors and officers of the Company must also comply with the reporting obligations and limitations on short-swing transactions set forth in Section 16 of the Exchange Act. The practical effect of these provisions is that officers and directors who purchase and sell the Company’s securities within a six-month period must disgorge all profits to the Company whether or not they had knowledge of any Material Nonpublic Information. Under these provisions, and so long as ce1iain other criteria are met, neither the receipt of an option under the Company’s option plans, nor the exercise of that option, nor the purchase of stock under the Company’s employee stock purchase plan is deemed a purchase under Section 16(b); however, the sale of any such shares is a sale under Section 16. Moreover, pursuant to Section 16(c) of the Exchange Act (as well as this Policy), no Section 16 Persons or any other employee may make a short sale of the Company’s stock.

Inquiries

Please direct your questions as to any of the matters discussed in this Policy to the Company’s Compliance Officer. The Compliance Officer has discretionary authority to construe, interpret and apply the terms of this Policy and to determine compliance with this Policy. Every finding, decision and determination made by the Company’s Compliance Officer shall, to the full extent permitted by law, be final and binding upon all parties. In addition, the Company reserves the right to update or amend this Policy at any time.

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Exhibit21

Subsidiaries

Name of Subsidiary	State or Other Jurisdiction of Incorporation or Organization
LVD<br> Merger Corp.	Nevada

Exhibit31.1a

Certificationof Chief Executive Officer

Pursuantto

Rules13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934

asAdopted Pursuant to

Section302 of the Sarbanes-Oxley Act of 2002

I, Fai H. Chan, certify that:

1.	I<br> have reviewed this annual report on Form 10-K of Winning Catering Group, Inc.;
2.	Based<br> on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary<br> to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to<br> the period covered by this report;
3.	Based<br> on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material<br> respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in<br> this report;
4.	The<br> registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures<br> (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange<br> Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:
(a)	Designed<br> such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,<br> to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others<br> within those entities, particularly during the period in which this report is being prepared;
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(b)	Designed<br> such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our<br> supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements<br> for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated<br> the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about<br> the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;<br> and
(d)	Disclosed<br> in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s<br> fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal<br> control over financial reporting; and
5.	The<br> registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial<br> reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing<br> the equivalent functions):
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(a)	All<br> significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are<br> reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;<br> and
---	---
(b)	Any<br> fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s<br> internal control over financial reporting.
Date:<br> February 24, 2026	By:	/s/ Fai H. Chan
---	---	---
		Fai<br> H. Chan
		Co-Chief<br> Executive Officer

Exhibit31.1b

Certificationof Chief Executive Officer

Pursuantto

Rules13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934

asAdopted Pursuant to

Section302 of the Sarbanes-Oxley Act of 2002

I, Moe T. Chan, certify that:

1.	I<br> have reviewed this annual report on Form 10-K of Winning Catering Group, Inc.;
2.	Based<br> on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary<br> to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to<br> the period covered by this report;
3.	Based<br> on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material<br> respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in<br> this report;
4.	The<br> registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures<br> (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange<br> Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:
(a)	Designed<br> such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,<br> to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others<br> within those entities, particularly during the period in which this report is being prepared;
---	---
(b)	Designed<br> such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our<br> supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements<br> for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated<br> the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about<br> the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;<br> and
(d)	Disclosed<br> in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s<br> fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal<br> control over financial reporting; and
5.	The<br> registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial<br> reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing<br> the equivalent functions):
---	---
(a)	All<br> significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are<br> reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;<br> and
---	---
(b)	Any<br> fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s<br> internal control over financial reporting.
Date:<br> February 24, 2026	By:	/s/ Moe T. Chan
---	---	---
		Moe<br> T. Chan
		Co-Chief<br> Executive Officer

Exhibit31.2a

Certificationof Chief Financial Officer

Pursuantto

Rules13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934

asAdopted Pursuant to

Section302 of the Sarbanes-Oxley Act of 2002

I, Rongguo Wei, certify that:

1.	I<br> have reviewed this annual report on Form 10-K of Winning Catering Group, Inc.;
2.	Based<br> on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary<br> to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to<br> the period covered by this report;
3.	Based<br> on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material<br> respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in<br> this report;
4.	The<br> registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures<br> (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange<br> Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:
(a)	Designed<br> such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,<br> to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others<br> within those entities, particularly during the period in which this report is being prepared;
---	---
(b)	Designed<br> such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our<br> supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements<br> for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated<br> the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about<br> the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;<br> and
(d)	Disclosed<br> in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s<br> fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal<br> control over financial reporting; and
5.	The<br> registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial<br> reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing<br> the equivalent functions):
---	---
(a)	All<br> significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are<br> reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;<br> and
---	---
(b)	Any<br> fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s<br> internal control over financial reporting.
Date:<br> February 24, 2026	By:	/s/ Rongguo (Ronald) Wei
---	---	---
		Rongguo<br> (Ronald) Wei
		Co-Chief<br> Financial Officer

Exhibit31.2b

Certificationof Chief Financial Officer

Pursuantto

Rules13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934

asAdopted Pursuant to

Section302 of the Sarbanes-Oxley Act of 2002

I, Alan W. L. Lui, certify that:

1.	I<br> have reviewed this annual report on Form 10-K of Winning Catering Group, Inc.;
2.	Based<br> on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary<br> to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to<br> the period covered by this report;
3.	Based<br> on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material<br> respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in<br> this report;
4.	The<br> registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures<br> (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange<br> Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:
(a)	Designed<br> such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,<br> to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others<br> within those entities, particularly during the period in which this report is being prepared;
---	---
(b)	Designed<br> such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our<br> supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements<br> for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated<br> the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about<br> the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;<br> and
(d)	Disclosed<br> in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s<br> fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal<br> control over financial reporting; and
5.	The<br> registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial<br> reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing<br> the equivalent functions):
---	---
(a)	All<br> significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are<br> reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;<br> and
---	---
(b)	Any<br> fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s<br> internal control over financial reporting.
Date:<br> February 24, 2026	By:	/s/ Alan W.L. Lui
---	---	---
		Alan<br> W. L. Lui
		Co-Chief<br> Financial Officer

Exhibit32.1

CERTIFICATIONPURSUANT TO 18 U.S.C. SECTION 1350,

ASADOPTED PURSUANT TO

SECTION906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 10-K of Winning Catering Group, Inc. (the “Company”) for the twelve month period ended December 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned officers hereby certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that to the best of his or her knowledge:

1.	The<br> Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2.	The<br> information contained in the Report fairly presents, in all material respects, the financial condition and results of operations<br> of the Company.
Date:<br> February 24, 2026	By:	/s/ Fai H. Chan
---	---	---
		Fai<br> H. Chan
		Co-Chief<br> Executive Officer
Date:<br> February 24, 2026	By:	/s/ Moe T. Chan
		Moe<br> T. Chan
		Co-Chief<br> Executive Officer
Date:<br> February 24, 2026	By:	/s/ Rongguo (Ronald) Wei
		Rongguo<br> (Ronald) Wei
		Co-Chief<br> Financial Officer
Date:<br> February 24, 2026	By:	/s/ Alan W.L. Lui
		Alan<br> W. L. Lui
		Co-Chief<br> Financial Officer