Quarterly Report for Quarter Ending September 30, 2025 (Form 10-Q)

Management's Discussion and Analysis of Financial Condition and Results of Operations

This Form 10-Q contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. For this purpose, any statements contained in this Form 10-Q that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as "may", "will", "expect", "believe", "anticipate", "estimate" or "continue" or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending on a variety of factors, many of which are not within our control. These factors include but are not limited to economic conditions generally and in the industries in which we may participate, competition within our chosen industry, including competition from much larger competitors, technological advances and failure to successfully develop business relationships.

The Company's chief operating decision makers are the two Co-CEOs, who review and assess the performance of the Company as a whole. The Company reports its segment information to reflect the manner in which the chief operating decision makers (the "CODMs") review and assess performance. Both land development projects and rental business are included in our only reporting segment - real estate.

The primary financial measures used by the CODMs to evaluate performance and allocate resources are net income (loss) and operating income (loss). The CODMs use net income (loss) and operating income (loss) to evaluate the performance of the Company's ongoing operations and as part of the Company's internal planning and forecasting processes. Information on net income (loss) and operating income (loss) is disclosed in the Consolidated Statements of Income. Segment expenses and other segment items are provided to the CODMs on the same basis as disclosed in the Consolidated Statements of Income.

The CODMs do not evaluate performance or allocate resources based on segment assets, and therefore such information is not presented in the Notes to the Financial Statements.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Acquisition Agreement and Plan of Merger

On May 30, 2025, the Company entered into an Acquisition Agreement and Plan of Merger (the "Acquisition Agreement") with (i) SeD Intelligent Home Inc., a Nevada corporation and the majority shareholder of the Company ("SeD"); (ii) LVD Merger Corp., a Nevada corporation and wholly owned subsidiary of the Company (the "Merger Sub"); (iii) Winning Catering Management Limited, a British Virgin Islands corporation ("Winning Group"); (iv) Winning Holdings Limited, a British Virgin Islands corporation ("Winning Holdings"); and (v) Pure Talent Group Limited, a British Virgin Islands corporation ("PTGL" and collectively with SeD, the Merger Sub, the Winning Group and Winning Holdings, the "Parties").

Pursuant to the terms of the Acquisition Agreement, the Merger Sub will merge with and into Winning Group (the "Merger"), with Winning Group surviving the Merger. Following the Merger, Winning Group will become a wholly owned subsidiary of the Company.

In connection with the Merger and as part of the transaction structure, the Parties also agreed that: 3,754,897,728 new fully paid, non-assessable shares of the Company's common stock will be issued to Winning Holdings and 234,681,108 shares will be issued to PTGL. At the closing of these transactions (the "Closing"), (i) Winning Holdings will own 80% of the issued and outstanding shares of the Company; (ii) SeD and other existing stockholders will retain 15% of the Company's shares; and (iii) PTGL will own 5% of the Company's shares.

On July 10, 2025 the Company received the written consent of its majority shareholder to amend the Company's Certificate of Incorporation in order to authorize the issuance of common stock adequate to complete the transactions contemplated hereby. The Company intends to increase 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.

The Acquisition Agreement contains representations, warranties, covenants, and conditions to Closing. The boards of directors of the Company, the Merger Sub, and Winning Group have each approved the Acquisition Agreement and the transactions contemplated therein.

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

Pursuant to the terms of the Contribution Agreement, the Company agreed to transfer its ownership of all of the issued and outstanding shares of Alset EHome Inc., a subsidiary of the Company that owns substantially all of the assets and liabilities of the Company, to Alset Real Estate Holdings. In consideration for the transfer of 5,000 shares of Alset EHome Inc., Alset Real Estate Holdings agreed to issue 704,043,224 shares of its common stock to the Company. This transaction closed on August 1, 2025.

On August 18, 2025, the Company completed the distribution of substantially all of its assets to holders of the Company's common stock as of August 15, 2025, in the form of a one-time special distribution (the "Distribution").

The Distribution consisted of all of the issued and outstanding shares of the Company's wholly owned subsidiary Alset Real Estate Holdings Inc., having an aggregate fair market value of approximately $34.8 million as of the Distribution Date, and constituting substantially all of the Company's net asset value. Shareholders received shares on a pro rata basis, based on the number of shares of the Company's common stock.

Results of Operations for the Nine Months Ended September 30, 2025 and 2024:

Revenue

Revenue was $3,479 for the three months ended September 30, 2025 as compared to $3,827,902 for the three months ended September 30, 2024. Revenue was $21,290 for the nine months ended September 30, 2025 as compared to $8,886,207 for the nine months ended September 30, 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. The sale of remaining lots closed on January 4, 2024 generating approximately $5.0 million revenue.

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 $6,300 in the three months ended March 31, 2025 and 2024, respectively. This lease was terminated in February 2025.

In January 2024, the Company entered into lease agreement for another model house located in Montgomery County, Texas. The revenue from the lease was $3,479 and $6,602 in the three months ended September 30, 2025 and 2024, respectively. The revenue from the lease was $16,683 and $19,807 in the nine months ended September 30, 2025 and 2024, respectively.

Cost of Revenue

All cost of revenue in the three and nine months ended on September 30, 2025 came from model homes lease agreements. All cost of revenue in the three and nine months ended on September 30, 2024 came from our Lakes at Black Oak project and model homes lease agreements. The gross margin ratio for Lakes at Black Oak project in the first nine months ended 2025 and 2024 was approximately 0% and 37%, respectively. The decrease in cost of revenue and decrease in gross margin is caused by the decrease in property sales from the Lakes at Black Oak project in 2025. The last lots in Lakes at Black Oak project were sold during 2024. The gross margin ratio for model homes lease agreements in the first nine months ended September 30, 2025 and 2024 was approximately 45% and 58%, respectively.

General and Administrative Expenses

The general and administrative expenses decreased from $324,309 for the three months ended September 30, 2024 to $211,070 for the three months ended September 30, 2025, due to the special distribution of shares in August 2025. General and administrative expenses increased from $1,157,856 in the nine months ended September 30, 2024 to $1,474,672 in the nine months ended September 30, 2025, due to an increase in bonuses and professional fees paid.

Other Non-operating Income (Expense)

In the three months ended September 30, 2025, the Company had other non-operating income of $187,049 compared to other non-operating income of $250,436 in the three months ended September 30, 2024. In the nine months ended September 30, 2025, the Company's other non-operating income was $468,553 as compared to other non-operating income of $746,870 in the nine months ended September 30, 2024. The decrease in other income was caused by the reallocation of refund paid to customer from general and administrative expenses to other expense in nine months ended on September 30, 2025. The Company has been notified by a purchaser of certain lots that they mistakenly overpaid by $450,000 in December 2024. The repayment of $450,000 was recorded in the Company's books in the first quarter of 2025 as an expense.

Net Income (Loss)

The Company had a net loss of $23,004 for the three months ended on September 30, 2025 and a net income of $2,030,756 for the three months ended on September 30, 2024. The Company had a net loss of $1,006,245 for the nine months ended on September 30, 2025 and a net income of $2,835,450 for the nine months ended on September 30, 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.

Liquidity and Capital Resources

As of September 30, 2025, the Company had cash in the amount of $5,912, compared to $2,762,935 as of December 31, 2024.

In the three and nine months ended September 30, 2025, we incurred net losses, losses from operations and negative cash flow from operations.

In August 2025, the Company completed a special distribution of substantially all of its assets to shareholders. Following this transaction, the Company has no material operations or sources of revenue and is considered a shell company as defined under Rule 12b-2 of the Securities Exchange Act of 1934.

The Company's current cash resources are expected to be sufficient only to cover minimal administrative and reporting costs for a limited period. The Company does not have any commitments for additional financing and will require either additional capital or a strategic transaction to continue its existence and satisfy ongoing reporting obligations.

These conditions raise substantial doubt about the Company's ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from this uncertainty.

The planned merger, discussed under Acquisition Agreement and Plan of Merger paragraph above, represents management's strategy to secure a new business operation and address the substantial doubt regarding the Company's ability to continue as a going concern. While management is actively pursuing completion of the merger, the transaction had not been consummated as of the issuance date of this Quarterly Report on Form 10-Q and, therefore, does not currently alleviate the substantial doubt about the Company's ability to continue as a going concern.

Summary of Cash Flows

A summary of cash flows from operating, investing and financing activities for the nine months ended September 30, 2025 and 2024 are as follows:

		2025				2024
Net Cash (Used in) Provided by Operating Activities		$	(1,214,901	)		$	3,184,148
Net Cash Provided by (Used in) Investing Activities		$	2,030,000			$	(1,650	)
Net Cash Used in Financing Activities		$	(3,679,996	)		$	(2,594,351	)
Net (Decrease) Increase in Cash and Restricted Cash		$	(2,864,897	)		$	588,147
Cash and restricted cash at beginning of the period		$	2,870,809			$	1,882,081
Cash and restricted cash at end of the period		$	5,912			$	2,470,228

Cash Flows 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 the nine months ended September 30, 2025, cash used in operating activities was $1,214,901 compared to cash provided of $3,184,148 in the nine months ended September 30, 2024. Property sales from the Lakes at Black Oak project in 2024 was the main reason for the cash provided by operating activities in 2024.

Cash Flows from Investing Activities

Cash flows provided by investing activities in the nine months ended September 30, 2025 of $2,030,000 were from the repayment of note receivable from a related party. Cash flows used in investing activities in the nine months ended September 30, 2024 were for purchasing fixed asset. Additionally, in nine months ended September 30, 2024, the Company issues $2,443,692 in note to related party and received a repayment of the full amount in that same period.

Cash Flows from Financing Activities

In the nine months ended September 30, 2025, the Company distributed $3,679,996 in a special distribution to its shareholders. In the nine months ended September 30, 2024, the Company borrowed $3,776,308 and repaid $6,370,659 to a related party loan.

Seasonality

The real estate business is subject to seasonal shifts in costs as certain work is more likely to be performed at certain times of year. This may impact the expenses of Alset EHome Inc. from time to time. In addition, should we commence building homes, we are likely to experience periodic spikes in sales as we commence the sales process at a particular location.

Critical Accounting Policy and Estimates

The Company's condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP"). For detail accounting policy and estimates information, please see Note 1 in the condensed consolidated financial statements.