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Winning Catering Group, Inc. filed an amended annual report mainly to add its former auditor’s consent, correct a cash flow statement line, and note adoption of ASU 2023-09. The filing shows a sharp shift in 2025 as the company sold or spun out its real estate assets, distributed Alset Real Estate Holdings to shareholders as a special dividend of about $34.8 million, and became a shell company.
For 2025, revenue dropped to $21,290 from $16.8 million in 2024, turning a prior-year profit of $6.7 million into a net loss of about $1.0 million. Total assets fell to $5,912 with no liabilities, and the auditor and management highlighted substantial doubt about the company’s ability to continue as a going concern. Management is pursuing a merger with Winning Catering Management Limited, issuing new shares so Winning Holdings would own about 80% of the company, effectively pivoting into a Hong Kong food and beverage business built around the Wing Nin brand.
Winning Catering Group, Inc. filed its annual report showing a major strategic shift. In August 2025, it spun off Alset Real Estate Holdings to shareholders as a one-time special dividend with an aggregate carrying value of approximately $34.8 million, removing substantially all net assets.
After the distribution, the company became a shell with total assets of $5,912, no liabilities, and no material operations. Revenue fell to $21,290 in 2025 from $16,767,986 in 2024, and results swung to a net loss of $981,966 from net income of $6,673,727.
Management and the auditor highlight substantial doubt about the company’s ability to continue as a going concern. To address this, the company agreed to merge with Winning Catering Management Limited, issuing 3,754,897,728 new shares to Winning Holdings and 234,681,108 shares to Pure Talent Group Limited, after which Winning Holdings, existing shareholders (including SeD), and PTGL are expected to own 80%, 15%, and 5% of the company’s shares, respectively. As of February 24, 2026, 704,043,324 common shares were outstanding, and the stock was not trading.