Quarterly Report for Quarter Ending September 30, 2026 (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. 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.

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 Articles 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, 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 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.

Results of Operations for the Three and Nine Months Ended September 30, 2026 and 2025:

Revenue

Revenue was $0 for the three and nine months ended September 30, 2026 as compared to $3,479 and $21,290 for the three and nine months ended September 30, 2025, respectively. The decrease in revenue is mainly caused by the fact that the Company has no more material operations following the Distribution.

In May 2023, the Company entered into lease agreement for its model house located in Montgomery County, Texas. The revenue from the lease was $0 in the three months ended September 30, 2026 and $0 in the three months ended September 30, 2025. 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 $0 and $3,479 in the three months ended September 30, 2026 and 2025, respectively. The revenue from the lease was $0 and $16,683 in the nine months ended September 30, 2026 and 2025, respectively.

Cost of Revenue

The cost of revenue in the three and nine months ended September 30, 2026 was $0. All cost of revenue in the three and nine months ended September 30, 2025 came from model homes lease agreements. The gross margin ratio for model homes lease agreements in the three and nine months ended September 30, 2026 was approximately 0%. The gross margin ratio for model homes lease agreements in the three and nine months ended September 30, 2025 was approximately 30% and 45%, respectively.

General and Administrative Expenses

The general and administrative expenses changed from $211,070 and $1,474,672 for the three and nine months ended September 30, 2025, respectively, to $5,648 and $88,262 for the three and nine months ended September 30, 2026, respectively. The decrease in general and administrative expenses was caused by the Distribution.

Other Non-operating Income (Expense)

In the three and nine months ended September 30, 2026, the Company had other non-operating income of $0 compared to other non-operating income of $187,049 and $468,553 in the three and nine months ended September 30, 2025, respectively. The decrease in other non-operating income was caused by the Distribution.

Net Loss

The Company had a net loss of $5,648 and $88,262 for the three and nine months ended September 30, 2026, respectively and a net loss of $23,004 and $1,006,245 for the three and nine months ended September 30, 2025.

Liquidity and Capital Resources

As of September 30, 2026, the Company had cash in the amount of $0, compared to $5,912 as of December 31, 2025.

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, 2026 and 2025 are as follows:

Cash Flows from Operating Activities

In the nine months ended September 30, 2026, cash used in operating activities was $5,912 compared to cash used of $1,214,901 in the nine months ended September 30, 2025. Administrative expenses were the main reason for the cash used in the nine months ended September 30, 2025.

Cash Flows from Investing Activities

Cash flows provided by investing activities in the nine months ended September 30, 2026 were $0. Cash flows provided by investing activities in the nine months ended September 30, 2025 of $2,030,000 were for repayment of promissory note receivable from a related party.

Cash Flows from Financing Activities

Cash used in financing activities in the nine months ended September 30, 2026 was $0 compared to $3,679,996 in the nine months ended September 30, 2025, primarily due to the special distribution to shareholders.

Off-Balance Sheet Arrangements

As of September 30, 2026, we did not have any off-balance sheet arrangements, as defined under applicable SEC rules.

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.