Transuite.Org (OTCQB: TRSO) pivots to Web3 with heavy 2025 loss and dilution
Rhea-AI Filing Summary
Transuite.Org Inc. (TRSO) has transformed from an online translation platform into a technology holding company focused on Web3 infrastructure, digital assets, AI applications and intelligent infrastructure systems. In 2025 it generated only $117,765 of revenue, mainly from consulting and online medical education.
The company reported a net loss of $37,157,151, driven by operating expenses of $37,275,852, including non‑cash stock-based compensation of $22,320,670 and goodwill impairment of $14,685,271. Cash was $3,705 with a working capital deficit of $489,596, and the auditor highlighted substantial doubt about its ability to continue as a going concern.
Transuite dramatically expanded its structure through multiple acquisitions and new subsidiaries in Hong Kong, mainland China and Australia, while its common share count rose from 4,046,760 to 61,254,427 outstanding at December 31, 2025. An Equity Purchase Agreement with Williamsburg Venture Holdings allows up to $10,000,000 of future equity funding, but no funds had been drawn by year-end.
Positive
- None.
Negative
- Going concern uncertainty: With cash of $3,705, a working capital deficit of $489,596, and an accumulated deficit of $37,619,073 as of December 31, 2025, both management and the auditor highlight substantial doubt about the company’s ability to continue as a going concern.
- Severe imbalance of revenue vs. losses and dilution: 2025 revenue was $117,765 versus a net loss of $37,157,151, while shares outstanding rose from 4,046,760 to 61,254,427 through equity-funded acquisitions, compensation and debt settlements.
Insights
Tiny revenue, massive non-cash loss and going concern risk define TRSO’s 2025.
Transuite.Org reported 2025 revenue of only $117,765 against a net loss of $37,157,151. Operating expenses reached $37,275,852, heavily influenced by stock-based compensation of $22,320,670 and goodwill impairment of $14,685,271, reflecting an aggressive equity-funded expansion strategy.
Liquidity is tight: year-end cash was $3,705 with a working capital deficit of $489,596 and an accumulated deficit of $37,619,073. The auditor issued a going concern paragraph, meaning there is substantial doubt about the company’s ability to meet obligations without new capital.
The share count expanded from 4,046,760 to 61,254,427 by December 31, 2025, largely via acquisitions, debt settlements and services paid in equity. An Equity Purchase Agreement permits up to $10,000,000 of future stock sales, but no cash had been drawn, so actual improvement depends on successfully accessing that facility and growing revenues.
Key Figures
Key Terms
going concern financial
stock-based compensation financial
Equity Purchase Agreement financial
penny stock regulatory
Web3 infrastructure technical
goodwill impairment financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
☐ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended
OR
☒ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended
Commission file number
(Exact name of registrant as specified in its charter) |
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| 7370 | ||
(State or Other Jurisdiction of Incorporation or Organization) |
| (I.R.S. Employer Identification Number) |
| (Primary Standard Industrial Classification Code Number) |
(Address, including Zip Code, and Telephone Number, including Area Code, of Registrant's Principal Executive Office)
Securities registered under Section 12(b) of the Exchange Act:
Title of each class |
| Trading Symbol |
| Name of each exchange on which registered |
N/a |
| N/a |
| N/a |
Securities registered under Section 12(g) of the Exchange Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☐
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 ☐
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.
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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated Filer | ☐ | Accelerated Filer | ☐ |
☒ | Smaller reporting company | ||
| Emerging growth company | ||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities 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 statements 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
The aggregate market value of 7,700,680 Common Stock held by non-affiliates of the Registrant on June 30, 2025, was $
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:
TABLE OF CONTENTS
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PART I |
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Item 1. | Description of Business. |
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Item 1A. | Risk Factors. |
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Item 1B. | Unresolved Staff Comments. |
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Item 1C. | Cybersecurity |
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Item 2 | Properties. |
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Item 3. | Legal proceedings. |
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Item 4. | Mine Safety Disclosures. |
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PART II |
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Item 5. | Market for Common Equity and Related Stockholder Matters. |
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Item 6. | Selected Financial Data. |
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Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
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Item 7A. | Quantitative and Qualitative Disclosures About Market Risk. |
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Item 8. | Financial Statements and Supplementary Data. |
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Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. |
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Item 9A. | Controls and Procedures |
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Item 9B. | Other Information. |
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PART III |
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Item 10 | Directors, Executive Officers, Promoters and Control Persons of the Company. |
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Item 11. | Executive Compensation. |
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Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. |
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Item 13. | Certain Relationships and Related Transactions, and Director Independence. |
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Item 14. | Principal Accounting Fees and Services. |
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PART IV |
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Item 15. | Exhibits |
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Signatures |
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PART I
Item 1. Description of Business
DESCRIPTION OF BUSINESS
Overview
Transuite.Org Inc. (“TRSO,” the “Company”) was incorporated in the State of Nevada on June 15, 2018. The Company’s common stock is quoted on the OTCQB market under the ticker symbol “TRSO.” Our principal website is located at https://www.transuite.org. The information contained on, or accessible through, our website is not incorporated by reference into this Annual Report.
Historically, the Company operated an online translation and related service platform. During 2025, the Company undertook a strategic repositioning and expanded into a broader technology-focused holding company model through a series of acquisitions, subsidiary formations, and strategic cooperation arrangements. As a result, the Company is now focused on developing integrated solutions involving Web3 infrastructure, digital asset technologies, AI-enabled applications, and intelligent infrastructure systems. Management believes that the convergence of digital finance, enterprise technology, and real-world infrastructure digitization may create long-term commercial opportunities across multiple markets.
During the year ended December 31, 2025, the Company generated revenue primarily from strategic consulting and technology-related services supporting enterprise digital infrastructure initiatives. In addition, the Company continued to build its broader operating platform through acquisitions and strategic business expansion efforts. For the year ended December 31, 2025, the Company reported consolidated revenue of $117,765.
Our Business
The Company is a technology-focused holding company dedicated to developing and integrating business lines that combine enterprise technology services, Web3-related infrastructure, digital asset connectivity, and intelligent infrastructure management solutions. As of December 31, 2025, the Company’s operations were organized around the following principal business initiatives:
SolanAI – Web3 Payment and Digital Asset Infrastructure
Through SolanAI Global Ltd., a Hong Kong-based subsidiary, the Company is developing digital payment infrastructure intended to connect blockchain-based digital assets with real-world commercial payment environments. Management intends for this platform to support enterprise payment integration, cross-platform settlement capabilities, and digital asset-related transaction infrastructure.
AUXSTO – Digital Asset Exchange and Financial Infrastructure
The Company has entered into strategic cooperation arrangements with Australian Fintech Group Pty Ltd. and has also entered into an arrangement to acquire a 51% equity interest in AEEC International Pty Ltd., which operates under the brand name AUXSTO. Based on the Company’s current strategic plans, this initiative is intended to expand the Company’s capabilities in digital asset infrastructure, digital payment systems, trading platform technology, and cross-border financial technology services.
Goldfinch – Intelligent Infrastructure and Real-World Asset Integration
Through Goldfinch Group Co. Ltd. (Hong Kong) and Goldfinch-Chong (Fuzhou) Technology Co., Ltd., the Company operates intelligent infrastructure systems focused on the management and optimization of distributed energy and charging infrastructure assets. This business line is intended to support data-driven asset management, infrastructure digitization, and technology-enabled operation of real-world infrastructure systems. As of December 31, 2025, the Company also reported inventory associated with e-bike charging equipment.
Technology and Consulting Services
During 2025, the Company’s primary revenue-generating activities consisted of strategic consulting and technology-related services, including business solution development and digital platform-related deliverables. The Company’s segment reporting reflects technology and consulting services conducted through Transuite.Org Inc., online medical education services conducted through Solan (Shenzhen) Technology Co., Ltd., and intelligent infrastructure and e-bike charging management solutions conducted through Goldfinch-Chong (Fuzhou) Technology Co., Ltd.
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Strategy
The Company’s strategy is centered on building a diversified operating platform across enterprise technology, Web3-related infrastructure, digital asset enablement, and intelligent infrastructure systems. The principal elements of this strategy include:
| 1. | Strategic Repositioning. The Company has transitioned from a legacy translation and consulting business into a broader technology-focused holding company platform. |
| 2. | Platform Development. The Company intends to continue developing business lines relating to digital payment infrastructure, AI-enabled applications, digital asset-related systems, and intelligent infrastructure management. |
| 3. | Business Integration. The Company is focused on integrating acquired subsidiaries and newly formed entities into a more scalable operating structure. |
| 4. | Market Expansion. Through subsidiaries, acquisitions, and strategic cooperation arrangements in the United States, Hong Kong, mainland China, and Australia, the Company seeks to expand commercial reach and develop international opportunities. |
| 5. | Capital and Partnership Development. Management intends to continue pursuing debt and equity financing, strategic partnerships, and business combinations that may strengthen the Company’s capabilities and market position. |
Corporate Development
The following acquisitions and entity formations significantly expanded the Company’s operating structure during 2024 and 2025:
On November 24, 2024, the Company and other founders formed Goldfinch Group Holdings Ltd., in which the Company initially held a 70% controlling interest.
On August 8, 2025, the Company entered into a share exchange agreement to acquire the remaining 30% equity interest in Goldfinch Group Holdings Ltd., after which Goldfinch Group Holdings Ltd. became a wholly owned subsidiary of the Company.
On August 25, 2025, the Company completed the acquisition of 51% of SolanAI Global Ltd. through the issuance of 10,000,000 restricted common shares as initial consideration.
On September 16, 2025, Jiansheng (Shenzhen) Technology Co., Ltd. was formed as an 80% subsidiary of Crestar Holdings Ltd.
On September 29, 2025, Solan (Shenzhen) Technology Co., Ltd. was formed as a 100% subsidiary of Crestar Holdings Ltd.
On September 30, 2025, the Company completed the acquisition of Xirangsheng (Shenzhen) Health Technology Co., Ltd. through the issuance of 10,000,000 restricted common shares as initial consideration.
On November 28, 2025, Yuan Qi (Shenzhen) AI Co., Ltd. was formed as a 100% subsidiary of Crestar Holdings Ltd.
On December 31, 2025, the Company entered into a share exchange agreement for the acquisition of 51% of Goldfinch Group Co. Ltd. (Hong Kong), which holds 100% of Goldfinch-Chong (Fuzhou) Technology Co., Ltd. As of December 31, 2025, 3,500,000 shares had been issued as initial consideration, with 1,500,000 additional shares to be issued in 2026.
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As of December 31, 2025, management believed that the Company had completed a substantial portion of its strategic asset integration and capital structure repositioning and had established an initial foundation for future platform commercialization and business expansion.
Competition
The Company operates in competitive markets that include technology consulting, AI-enabled services, digital payment infrastructure, Web3-related systems, digital asset-related platform development, and intelligent infrastructure management. These markets are characterized by rapid technological change, evolving customer demand, and the presence of both established companies and emerging market participants.
The principal competitive factors affecting the Company’s business include product and platform development capability, quality and reliability of services, speed of execution, access to capital, management experience, strategic relationships, and the ability to navigate different regulatory and commercial environments.
Competitive Challenges
The Company faces a number of business and competitive challenges, including limited operating history in several of its newer business lines, the need to integrate acquired entities, competition from larger and more established market participants, dependency on external financing, and regulatory complexity associated with cross-border operations and digital infrastructure-related business initiatives. The Company’s future success will depend in part on its ability to execute its integration strategy, develop commercially viable platforms, and expand revenue-generating operations.
Intellectual Property
The Company seeks to protect its proprietary interests through applicable intellectual property laws, contractual protections, internal controls, and confidentiality arrangements, as appropriate. As of December 31, 2025, the Company reported website development and database-related intangible assets, net of accumulated amortization, in its consolidated balance sheet.
Regulation
The Company’s operations may be subject to various laws and regulations in the jurisdictions in which it conducts business, including those relating to corporate governance, securities reporting, cross-border operations, technology services, payments, digital assets, data handling, and other commercial activities. As the Company continues to develop its business lines, it may become subject to additional laws, regulations, licensing requirements, and compliance obligations in the United States and other jurisdictions.
Employees
As of May 15, 2026, the Company had approximately 11 employees.
Item 1A. Risk Factors
Not applicable to smaller reporting companies.
Item 1B. Unresolved Staff Comments
Not applicable to smaller reporting companies.
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Item 1C. Cybersecurity
We have implemented cybersecurity risk management procedures, in accordance with our risk profile and business size. We rely on our information technology to operate our business. As such, we have policies and processes designed to protect our information technology systems, some of which are
We have designed our business applications to minimize the impact that cybersecurity incidents could have on our business and have identified back-up systems where appropriate. We seek to further mitigate cybersecurity risks through a
As of December 31, 2025, we have
Item 2. Description of Property
Our executive and administrative office is located at 706, Tower 4, Excellence Century Center, 2030 Jintian Road, Futian District, Shenzhen 518126, China. The space is adequate for our needs.
Item 3. Legal Proceedings
We know of no legal proceedings to which we are a party or to which any of our property is the subject which are pending, threatened or contemplated or any unsatisfied judgments against us.
Item 4. Mine Safety Disclosures
Not applicable.
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PART II
Item 5. Market for Common Equity and Related Stockholder Matters
MARKET INFORMATION
TRANSUITE.ORG Inc.’s Class A common stock is traded on the OTC Markets. Effective March 29, 2023, Class A common stock began trading under the ticker symbol TRSO.
In 2024, the shares are quoted on the OTCQB tier of the OTC Markets operated by the OTC Markets Group, Inc.
Even if our common stock is quoted on the OTCQB, a purchaser of our common stock may not be able to resell their shares. Broker-dealers may be discouraged from effecting transactions in our common stock because they will be considered penny stocks and will be subject to the penny stock rules: Rules 15g-1 through 15g-9 promulgated under the Exchange Act which imposes sales practice and disclosure requirements on FINRA broker-dealers who make a market in a “penny stock.” A penny stock generally includes any non-NASDAQ equity security that has a market price of less than $5.00 per share.
Under the penny stock regulations, a broker-dealer selling penny stock to anyone other than an established customer or “accredited investor” (generally, an individual with net worth in excess of $1,000,000 or an annual income exceeding $200,000, or $300,000 together with his or her spouse) must make a special suitability determination for the purchaser and must receive the purchaser’s written consent to the transaction prior to sale, unless the broker-dealer or the transactions is otherwise exempt.
In addition, the penny stock regulations require the broker-dealer to deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the Commission relating to the penny stock market, unless the broker-dealer or the transaction is otherwise exempt.
A broker-dealer is also required to disclose commissions payable to the broker-dealer and the registered representative and current quotations for the securities. Finally, a broker-dealer is required to send monthly statements disclosing recent price information with respect to the penny stock held in a customer’s account and information with respect to the limited market in penny stocks.
The additional sales practice and disclosure requirements imposed upon broker-dealers may discourage broker-dealers from effecting transactions in our common stock, which could severely limit the market liquidity of the common stock and impede the sale of our common stock in the secondary market, assuming one develops.
HOLDERS
As of May 15, 2026, the Company had 71,783,325 shares of our common stock issued and outstanding held by a total of 146 shareholders of record.
DIVIDEND POLICY
We have not declared or paid dividends on our common stock since our formation, and we do not anticipate paying dividends in the foreseeable future. Declaration or payment of dividends, if any, in the future, will be at the discretion of our Board of Directors and will depend on our then current financial condition, results of operations, capital requirements and other factors deemed relevant by the Board of Directors. There are no contractual restrictions on our ability to declare or pay dividends.
SECURITIES AUTHORIZED UNDER EQUITY COMPENSATION PLANS
We have no equity compensation or stock option plans.
RECENT SALES OF UNREGISTERED SECURITIES
None.
OTHER STOCKHOLDER MATTERS
None.
Item 6. Selected Financial Data
Not applicable to smaller reporting companies.
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Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
The following summary of our operations should be read in conjunction with our audited financial statements for the year ended December 31, 2025 and 2024, which are included herein.
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Revenue |
| $ | 117,765 |
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| $ | - |
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| 117,765 |
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| 100 | % |
Cost of Sales |
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| 256 |
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| - |
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| 256 |
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| 100 | % |
Gross Profit |
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| 117,509 |
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| - |
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| 117,509 |
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| 100 | % |
Operating expenses |
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| 37,275,852 |
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| 369,018 |
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| 36,906,834 |
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| 10,001 | % |
Other expenses (income) |
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| (1,192 | ) |
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| 5,859 |
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| (7,051 | ) |
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| (120 | )% |
Net Loss |
| $ | 37,157,151 |
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| $ | 374,877 |
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| $ | 36,899,783 |
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| 9,843 | % |
During the year ended December 31, 2025 and 2024, the Company generated revenue of $117,765 and $0, respectively. During the year ended December 31, 2025, the Company generated revenue from its AI-Driven Ecosystem Product Planning consulting service of $115,000 and the Company’s wholly owned subsidiary Solan (Shenzhen) Technology Co., Ltd. recognized online medical education revenue of $2,765.
Net loss increased during the year ended December 31, 2025 mainly due to the increase in operating expense.
Operating expenses increased during the year ended December 31, 2025 primarily due to goodwill impairment of $14,685,271, as well as the increases in stock-based compensation, audit fees, accounting fees and legal fees. During the year ended December 31, 2025, the Company incurred stock-based compensation of $22,320,670 from the issuance of 27,960,000 shares of common stock to consultants and a related party for service rendered.
Liquidity and Capital Resources
The following table provides selected financial data about the Company as of December 31, 2025 and 2024
Working Capital
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Current Assets |
| $ | 320,301 |
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| $ | 31,103 |
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| $ | 298,198 |
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| 930 | % |
Current Liabilities |
| $ | 809,897 |
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| $ | 225,294 |
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| $ | 584,603 |
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| 259 | % |
Working Capital (Deficiency) |
| $ | (489,596 | ) |
| $ | (194,191 | ) |
| $ | 873,801 |
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| (450 | )% |
As at December 31, 2025, our Company had a working capital deficiency of $489,596 compared with a working capital deficiency of $194,191 as at December 31, 2024. The increase in working capital was primarily due to the increase in stock payable of $688,934 and accounts payable and accrued liabilities of $42,914.
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Cash Flows
Year Ended December 31, 2025 compared to the year ended December 31, 2024
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Cash flows used in operating activities |
| $ | (69,282 | ) |
| $ | (180,533 | ) |
| $ | 111,250 |
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| (62 | )% |
Cash flows provided by investing activities |
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| 3,360 |
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| 3,360 |
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Cash flows provided by financing activities |
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| 50,678 |
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| 185,820 |
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| (135,142 | ) |
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| (73 | )% |
Net changes in cash |
| $ | (12,398 | ) |
| $ | 5,287 |
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| $ | (20,532 | ) |
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| (100 | )% |
Cash Flow from Operating Activities
We have not generated positive cash flow from operating activities. During the year ended December 31, 2025, net cash used in operating activities was $69,282 compared to $180,533 used during the year ended December 31, 2024.
Cash flows used in operating activities during the year ended December 31, 2025, comprised of a net loss of $37,157,151, which was reduced by stock-based compensation of $22,320,670, impairment loss on goodwill of $14,685,271, impairment loss on intangible assets of $27,619, amortization of $12,912, net changes in operating assets and liabilities of $58,054 and was increased by gain on loan settlement of $16,657.
Cash flows used in operating activities during the year ended December 31, 2024, comprised of a net loss of $374,877, which was reduced by amortization of $13,070, imputed interest of $2,605 and net changes in operating assets and liabilities of $148,632.
Cash Flow from Investing Activities
During the year ended December 31, 2025, the Company received aggregate $3,360 from net funds from acquisition of Xirangsheng (Shenzhen) Health Technology Co., Ltd., Goldfinch-Chong (Fuzhou) Technology Co., Ltd. and SolanAI Global Ltd. HK.
During the year ended December 31, 2024, we did not have any investing activities.
Cash Flow from Financing Activities
During the year ended December 31, 2025 and 2024, we had net cash provided by financing activities of $50,678 and $185,820, respectively.
During the year ended December 31, 2025, we received advancement from non-affiliates of $64,720 offset by repayment to the non-affiliate of $5,000, and advancement from the directors of $27,158 for payment made to vendors on behalf of the Company offset by repayment to the director of $36,200.
During the year ended December 31, 2024, we received advancement from on-affiliates of $183,666 and advancement from the former director of $2,154 for payment made to vendors on behalf of the Company.
Going Concern
As of the year ended December 31, 2025, we had an accumulated deficit of $37,619,073 and negative operating cash flow of $69,282 for the year ended December 31, 2025. Management notes, however, that a substantial portion of the Company’s reported operating expenses for 2025 consisted of non-cash items, including stock-based compensation, which did not have a corresponding impact on near-term operating cash flows.
The Company's ability to continue as a going concern is contingent upon achieving future profitable operations and securing sufficient financing to meet operational obligations. Management plans to fund operations over the next twelve months through existing cash resources, related party support, additional debt or equity financing, and potential capital raises via public or private offerings. Management is actively pursuing these financing and business development initiatives and believes that such efforts, together with ongoing strategic expansion and liability management measures, may support the Company’s operations over the next twelve months. However, there can be no assurance that the Company will be successful in obtaining sufficient financing or achieving profitable operations.
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To improve its financial position, the Company has implemented a comprehensive strategy focused on:
| 1. | Revenue Growth – expanding strategic consulting, enterprise technology, and infrastructure-related service opportunities; |
| 2. | Strategic Expansion – integrating acquired businesses and developing scalable Web3, digital asset, and infrastructure platforms; |
| 3. | Market Development – building strategic partnerships and expanding commercial relationships across multiple jurisdictions; |
| 4. | Technology Advancement – strengthening platform capabilities, intellectual property development, and commercialization readiness. |
| 5. | Capital Structure and Liquidity Management – pursuing equity and debt financing opportunities, related party support, strategic capital arrangements, and liability restructuring where appropriate. |
Management believes these initiatives will support long-term financial improvement and future business expansion. The Company will continue to monitor and report on their operational and financial progress.
Management notes that a substantial portion of the Company’s operating expenses for the year ended December 31, 2025 consisted of non-cash stock-based compensation associated with strategic services, corporate restructuring, and platform expansion initiatives. Management believes the Company’s 2025 financial results should be evaluated in the context of its broader strategic repositioning and non-cash capitalization activities.
Management believes that 2025 should be evaluated as a strategic repositioning and platform-buildout year, during which a significant portion of reported operating expense was non-cash in nature. Management further believes that the strategic acquisitions, platform development efforts, and financing initiatives undertaken during and after 2025 provide an initial foundation for future commercialization, revenue expansion, and improved operating scale.
Off Balance Sheet Arrangements
We have no off-balance sheet arrangements including arrangements that would affect our liquidity, capital resources, market risk support and credit risk support or other benefits.
Critical Accounting Policies
The preparation of financial statements in accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. A change in managements’ estimates or assumptions could have a material impact on our financial condition and results of operations during the period in which such changes occurred. Actual results could differ from those estimates. Our financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented.
Fair Value of Financial Instruments
ASC 820 “Fair Value Measurements and Disclosures” establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.
These tiers include:
Level 1: defined as observable inputs such as quoted prices in active markets;
Level 2: defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and
Level 3: defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.
The carrying value of cash, prepayments and the Company’s loan from shareholder approximates its fair value due to their short-term maturity.
Recent Accounting Pronouncements
Management has considered all recent accounting pronouncements issued. Our Company’s management believes that these recent pronouncements will not have a material effect on our financial statements. Refer to Note 2 in the accompanying consolidated financial statements.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
Not applicable to smaller reporting companies.
| 10 |
| Table of Contents |
Item 8. Financial Statements and Supplementary Data
TRANSUITE.ORG INC.
CONSOLIDATED FINANCIAL STATEMENTS
TABLE OF CONTENTS
Report of Independent Registered Public Accounting Firm (PCAOB ID: |
| F-2 |
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Consolidated Balance Sheets as of December 31, 2025 and December 31, 2024 |
| F-3 |
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Consolidated Statements of Operations for the year ended December 31, 2025 and 2024 |
| F-4 |
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Consolidated Statements of Changes in Stockholder’s Deficit for the year ended December 31, 2025 and 2024 |
| F-5 |
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Consolidated Statements of Cash Flows for the year ended December 31, 2025 and 2024 |
| F-6 |
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Notes to the Consolidated Financial Statements |
| F-7 |
|
| F-1 |
| Table of Contents |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders of
Transuite.Org Inc.
732 S 6th
#4304 Las Vegas
NV 89101
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Transuite.Org Inc. (the ‘Company’) as of December 31, 2025 and 2024, and the related consolidated statements of operations, consolidated statements of changes in stockholders’ deficit, and consolidated statements of cash flows for the each of the years in the two-year period ended December 31, 2025 and 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the each of the years in the two-year period ended December 31, 2025 and 2024, in conformity with accounting principles generally accepted in the United States of America.
Substantial Doubt About the Entity’s Ability to continue as a Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, as of December 31, 2025, the Company had an accumulated deficit of $37,619,073 and cash used in operations of $69,282. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. 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 audits 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 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 audits 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 audits included performing procedures to assess the risks of material misstatement of the 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 financial statements. Our audits 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 audits provide a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current year audit of the financial statements that were communicated or required to be communicated to those charged with governance that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgements. We determined that there are no critical audit matters.
/s/ JP CENTURION & PARTNERS PLT |
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| |
We have served as the Company’s auditor since 2025.
| |
| |
May 22, 2026 |
|
| F-2 |
| Table of Contents |
Transuite.Org Inc.
Consolidated Balance Sheets
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| December 31, |
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| December 31, |
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| 2025 |
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| 2024 |
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ASSETS |
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Current Assets |
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Cash and cash equivalents |
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| $ |
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Fund held in trust |
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Accounts receivable |
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Other receivable |
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Prepaid expense |
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Due from related party |
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Deferred share issuance cost |
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Total Current Assets |
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Other Assets |
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Property and Equipment |
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Intangible assets, net |
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Total Assets |
| $ |
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| $ |
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LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) |
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Current Liabilities |
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Accounts payable and accrued liabilities |
| $ |
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| $ |
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Accrued interest |
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Due to related party |
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Convertible note |
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Stock payable |
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Total Current Liabilities |
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Loan payable |
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Total Liabilities |
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STOCKHOLDERS' DEFICIT |
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Common Stock: $ |
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Additional paid-in capital |
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Accumulated deficit |
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Accumulated other comprehensive income |
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Less: Deferred compensation (including $ |
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Total equity (deficit) attributed to Transuite.Org. Inc. |
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Non-controlling interest |
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Total Stockholders' Deficit |
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| ( | ) |
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TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT |
| $ |
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| $ |
| ||
The accompanying notes are an integral part of these consolidated financial statements.
| F-3 |
| Table of Contents |
Transuite.Org Inc.
Consolidated Statements of Operations
|
| Year Ended |
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| December 31, |
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| 2025 |
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| 2024 |
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Revenues |
| $ |
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| $ |
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Cost of sales |
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Gross Profit |
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Operating Expenses |
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General and administrative expenses |
| $ |
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| $ |
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Professional fees (including stock-based compensation of $22,310,560 and $0 for year ended December 31, 2025 and 2024, respectively) |
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Professional fees – related party (including stock-based compensation of $10,110 and $0 for year ended December 31, 2025 and 2024, respectively) |
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Amortization |
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Impairment loss on goodwill |
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Impairment loss on intangible assets |
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Total operating expenses |
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Net loss from operations |
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Other income (expense) |
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Interest expense |
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Gain from debt settlement |
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Write off of cash |
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Other expense |
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Other income |
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Total other income (expense) |
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Net loss before taxes |
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Provision for income taxes |
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Net loss |
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| ( | ) |
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Less: Net loss attributable to non-controlling interest |
|
| ( | ) |
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| ( | ) |
Net loss attributable to Transuite.Org. Inc. |
| $ | ( | ) |
| $ | ( | ) |
|
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Comprehensive loss |
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Net loss |
| $ | ( | ) |
| $ | ( | ) |
Foreign currency adjustment |
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Total comprehensive loss |
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| ( | ) |
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| ( | ) |
Less: Comprehensive loss (income) attributable to non-controlling interests |
|
| ( | ) |
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Net comprehensive loss attributed to stockholders of Transuite.Org. Inc. |
| $ | ( | ) |
| $ | ( | ) |
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Net Loss Per Common Share – Basic and Diluted |
| $ | ( | ) |
| $ | ( | ) |
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Weighted Average Common Shares Outstanding |
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| ||
The accompanying notes are an integral part of the consolidated financial statements.
| F-4 |
| Table of Contents |
Transuite.Org Inc.
Consolidated Statements of Changes in Stockholders’ Deficit
For the year ended December 31, 2025 and 2024
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| Additional |
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| Other |
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| Non- |
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| Total |
| ||||||||||||
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| Common stock |
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| Paid-in |
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| Accumulated |
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| Comprehensive |
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| Deferred |
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| controlling |
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| Shareholders' |
| ||||||||||||
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| Shares |
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| Amount |
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| Capital |
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| Deficit |
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| Income |
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| Compensation |
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| Total |
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| Interest |
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| Deficit |
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Balance, December 31, 2023 (Unaudited) |
|
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| $ |
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| $ |
|
| $ | ( | ) |
| $ |
|
| $ |
|
| $ | ( | ) |
| $ |
|
| $ | ( | ) | ||||||
Acquisition of Goldfinch Group Holdings Ltd. BVI |
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| - |
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Imputed interest |
|
| - |
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Forgiveness of loan payable to related party |
|
| - |
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Net loss |
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| - |
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| ( | ) |
|
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| ( | ) |
|
| ( | ) |
|
| ( | ) | ||||
Balance, December 31, 2024 (Audited) |
|
|
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ |
|
| $ |
|
| $ | ( | ) |
| $ |
|
| $ | ( | ) | ||||||
Issuance of common stock to non-affiliates for services |
|
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| ( | ) |
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Issuance of common stock to related party for services |
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| ( | ) |
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Issuance of common stock as commitment shares |
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Issuance of common stock for debt settlement |
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Issuance of common stock for conversion of convertible note |
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Issuance of common stock for acquisition of Goldfinch Group Holdings Ltd. BVI |
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| ( | ) |
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| ( | ) |
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| ( | ) |
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| ( | ) |
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Issuance of common stock for acquisition of SolanAI Global Ltd. |
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| ( | ) |
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Issuance of common stock for acquisition of Xirangsheng (Shenzhen) Health Technology Co., Ltd. |
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Acquisition of Goldfinch Group Co. Ltd. HK |
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| - |
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Other comprehensive income |
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| - |
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| ( | ) |
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Net loss |
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| - |
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| ( | ) |
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| ( | ) |
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| ( | ) |
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| ( | ) | ||||
Balance, December 31, 2025 (Audited) |
|
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| $ |
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| $ |
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| $ | ( | ) |
| $ |
|
| $ | ( | ) |
| $ | ( | ) |
| $ |
|
| $ | ( | ) | |||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-5 |
| Table of Contents |
Transuite.Org Inc.
Consolidated Statements of Cash Flows
|
| Year Ended |
| |||||
|
| December 31, |
| |||||
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| 2025 |
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| 2024 |
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Cash Flows from Operating Activities: |
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Net loss |
| $ | ( | ) |
| $ | ( | ) |
Adjustments to reconcile net loss to net cash used in operating activities: |
|
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Amortization |
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Imputed interest |
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Impairment loss on goodwill |
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Impairment loss on intangible assets |
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Issuance of common stock to non-affiliates for services |
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Issuance of common stock to related party for services |
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Gain on loan settlement |
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Changes in operating assets and liabilities: |
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Other receivable |
|
| ( | ) |
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Prepaid expense |
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| ( | ) |
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Deferred Share Issuance Cost |
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| ( | ) |
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Accounts payable and accrued liabilities |
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Accrued Interest |
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Net Cash Used in Operating Activities |
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Cash Flows from Investing Activities: |
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Net funds from acquisition of Xirangsheng (Shenzhen) Health Technology Co., Ltd. |
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Net funds from acquisition of Goldfinch-Chong (Fuzhou) Technology Co., Ltd. |
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Net funds from acquisition of SolanAI Global Ltd. HK |
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Net Cash Provided by Investing Activities |
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Cash Flows from Financing Activities: |
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Proceeds from loans |
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Repayment of loans |
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Advancement from related party |
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Proceeds from loan payable – related party |
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Repayment of loan payable – related party |
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Net Cash Provided by Financing Activities |
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Effect of exchange rate changes on cash |
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Net Change in Cash and Cash Equivalents |
|
| ( | ) |
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Cash and Cash Equivalents, beginning of period |
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Cash and Cash Equivalents, end of period |
| $ |
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| $ |
| ||
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Cash consists of: |
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Cash at bank |
| $ |
|
| $ |
| ||
Funds held in trust |
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| $ |
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| $ |
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Supplemental Disclosure Information: |
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Cash paid for interest |
| $ |
|
| $ |
| ||
Cash paid for taxes |
| $ |
|
| $ |
| ||
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Non-Cash Disclosure: |
|
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Forgiveness of loan payable to related party |
| $ |
|
| $ |
| ||
Issuance of common stock as commitment shares |
| $ |
|
| $ |
| ||
Issuance of common stock to non-affiliates for services |
| $ |
|
| $ |
| ||
Issuance of common stock to related party for services |
| $ |
|
| $ |
| ||
Issuance of common stock for debt settlement |
| $ |
|
| $ |
| ||
Stock payable for debt settlement |
| $ |
|
| $ |
| ||
Conversion of convertible notes payable |
| $ |
|
| $ |
| ||
Issuance of common stock for acquisition of Goldfinch Group Holdings Ltd. BVI |
| $ |
|
| $ |
| ||
Issuance of common stock for acquisition of SolanAI Global Ltd. |
| $ |
|
| $ |
| ||
Issuance of common stock for acquisition of Xirangsheng (Shenzhen) Health Technology Co., Ltd. |
| $ |
|
| $ |
| ||
The accompanying notes are an integral part of these consolidated financial statements.
| F-6 |
| Table of Contents |
Transuite.Org Inc.
Notes to the Audited Consolidated Financial Statements
December 31, 2025 and 2024
NOTE 1 - NATURE OF OPERATIONS
Transuite.Org Inc. (“TRSO” or the “Company”) is a Nevada corporation incorporated on June 15, 2018. The Company’s common stock is publicly traded on the OTCQB market under the ticker symbol TRSO.
The Company is a technology-focused holding company dedicated to developing integrated solutions that combine Web3 infrastructure, digital asset technologies, and artificial intelligence-enabled enterprise systems. Through strategic acquisitions, partnerships, and platform development initiatives, the Company is positioning itself to build a scalable ecosystem designed to connect digital financial systems with real-world commercial and infrastructure applications.
The Company’s long-term strategy centers on connecting digital assets, Web3 blockchain infrastructure, and real-world assets (“RWA”) through compliant, enterprise-grade platforms. Management believes that the convergence of digital finance, distributed infrastructure, and intelligent automation technologies represents a significant growth opportunity across global markets.
The Company’s operations are currently organized around three primary strategic business initiatives:
SolanAI – Web3 Payment and Digital Asset Infrastructure
Through its subsidiary SolanAI Global Limited, a Hong Kong-based technology entity led by experienced Web3 technology professionals, the Company is developing digital payment infrastructure designed to connect blockchain-based digital assets with real-world commercial payment environments. The SolanAI platform is intended to support compliant digital asset transactions, enterprise payment integration, and cross-platform settlement capabilities. This infrastructure is designed to serve as a foundational bridge between decentralized financial technologies and traditional business systems.
AUXSTO – Digital Asset Exchange and Financial Infrastructure
The Company has entered into strategic cooperation arrangements with Australian Fintech Group Pty Ltd. (“AFT Group”), a global technology-finance group headquartered in Sydney, Australia. Under these arrangements, the parties intend to engage in long-term strategic collaboration in the areas of Web3 financial infrastructure, digital payment systems, and digital asset trading platform development.
In addition, the Company has entered into an arrangement to acquire a
AEEC has represented that it operates as a digital asset service provider registered with the Australian Transaction Reports and Analysis Centre (“AUSTRAC”) as a Digital Currency Exchange provider, supporting regulatory compliance in anti-money laundering and counter-terrorism financing programs. Through this cooperation framework, the Company intends to expand its capabilities in regulated digital asset infrastructure, cross-border settlement systems, and institutional-grade digital finance services.
Goldfinch – Intelligent Infrastructure and Real-World Asset Integration
Through its subsidiary Goldfinch-Chong (Fuzhou) Technology Co., Ltd., the Company operates intelligent infrastructure systems focused on the management and optimization of distributed energy and charging infrastructure assets. The Goldfinch platform is designed to support intelligent infrastructure deployment, data-driven asset management, and technology-enabled digitization of real-world infrastructure systems. These capabilities align with the Company’s broader strategy to integrate physical infrastructure assets with digital financial technologies.
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Strategic Development and Future Outlook
During the year ended December 31, 2025, the Company generated revenue primarily from strategic consulting and technology-related services that supported enterprise digital infrastructure initiatives. Concurrently, the Company executed a series of strategic acquisitions and cooperation agreements intended to expand its technological capabilities and global market presence.
Management continues to focus on the integration of acquired businesses, the development of scalable infrastructure platforms, and the expansion of strategic partnerships across multiple jurisdictions. The Company’s future growth is expected to be driven by continued platform development, commercialization of digital asset infrastructure, and expansion into regulated financial technology markets.
As a developing technology holding company, the Company’s future operations depend on its ability to successfully integrate acquired entities, develop scalable technology platforms, obtain additional financing, and execute its long-term strategic initiatives in global digital infrastructure and financial technology sectors.
The Company is advancing a long-term strategy focused on building regulated digital asset infrastructure, enterprise payment connectivity, and real-world asset integration platforms across multiple markets.
The following completed acquisitions and entity formations expanded the Company’s operating platform during 2024 and 2025.
On November 24, 2024, the Company and other founders formed Goldfinch Group Holdings Ltd, in which the Company held a
On August 14, 2025, Crestar Holdings Ltd. was formed as a
On August 20, 2025, the Company entered into a share exchange agreement with Fidelity World Holdings Ltd. for the acquisition of the remaining
On August 25, 2025, the Company completed the acquisition of
On September 3, 2025, Yuan Qi (Shenzhen) AI Co., Ltd. was formed as a
On September 16, 2025, Jiansheng (Shenzhen) Technology Co., Ltd. was formed as an
On September 29, 2025, Solan (Shenzhen) Technology Co., Ltd. was formed as a
On September 30, 2025, the Company completed the acquisition of
On December 31, 2025, the Company entered into a share exchange agreement for the acquisition of
The Company evaluated certain additional opportunities during 2025; however, no definitive agreements were executed with respect to those preliminary discussions.
As of December 31, 2025, the Company had completed a substantial portion of its strategic asset integration and capital structure repositioning, which management believes provides an initial foundation for future platform commercialization and business expansion.
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NOTE 2 – GOING CONCERN
As reflected in the financial statements, the Company had an accumulated deficit of $
The Company's ability to continue as a going concern is contingent upon achieving future profitable operations and securing sufficient financing to meet operational obligations. Management plans to fund operations over the next twelve months through existing cash resources, related party support, additional debt or equity financing, and potential capital raises via public or private offerings. Management is actively pursuing these funding and business development initiatives and believes that such efforts, together with ongoing liability management and strategic expansion activities, may support the Company’s operations and business objectives over the next twelve months. However, there can be no assurance that the Company will ultimately be successful in obtaining sufficient financing or achieving profitable operations.
To improve its financial position, the Company has implemented a comprehensive strategy focused on:
| 1. | Revenue Growth – expanding strategic consulting, enterprise technology, and infrastructure-related service opportunities; |
| 2. | Strategic Expansion – integrating acquired businesses and developing scalable Web3, digital asset, and infrastructure platforms; |
| 3. | Market Development – building strategic partnerships and expanding commercial relationships across multiple jurisdictions; |
| 4. | Technology Advancement – strengthening platform capabilities, intellectual property development, and commercialization readiness. |
| 5. | Capital Structure and Liquidity Management – pursuing equity and debt financing opportunities, related party support, strategic capital arrangements, and liability restructuring where appropriate. |
Management believes these initiatives will support long-term financial improvement and future business expansion. The Company will continue to monitor and report on their operational and financial progress.
Management notes that a substantial portion of the Company’s operating expenses for the year ended December 31, 2025 consisted of non-cash stock-based compensation associated with strategic services, corporate restructuring, and platform expansion initiatives. Management believes the Company’s 2025 financial results should be evaluated in the context of its broader strategic repositioning and non-cash capitalization activities.
Management believes that 2025 should be evaluated as a strategic repositioning and platform-buildout year, during which a significant portion of reported operating expense was non-cash in nature. Management further believes that the strategic acquisitions, platform development efforts, and financing initiatives undertaken during and after 2025 provide an initial foundation for future commercialization, revenue expansion, and improved operating scale.
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying audited consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP") and are presented in US dollars. The Company uses the accrual basis of accounting and has a December 31 fiscal year end.
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Basis of Consolidation
These consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries of Goldfinch Group Holdings Ltd. (including its wholly owned subsidiary Crestar Holding Ltd.), Solan (Shenzhen) Technology Co., Ltd., Xirangsheng (Shenzhen) Health Technology Co., Ltd., 80% owned Jiansheng (Shenzhen) Technology Co., Ltd. and 51% owned SolanAI Global Ltd. (including its wholly owned subsidiary Yuan Qi (Shenzhen) AI Co., Ltd. and Goldfinch Group Co., Ltd. (including its wholly subsidiary Goldfinch-Chong (Fuzhou) Technology Co., Ltd.. All material intercompany balances and transactions have been eliminated.
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Transuite. Org. Inc. | Parent |
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Goldfinch Group Holdings Ltd. (BVI) (Note 1) | Subsidiary |
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Crestar Holdings Ltd. (Hong Kong) | Subsidiary |
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Jiansheng (Shenzhen) Technology Co., Ltd. | Subsidiary |
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Solan (Shenzhen) Technology Co., Ltd. | Subsidiary |
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Xirangsheng (Shenzhen) Health Technology Co., Ltd. | Subsidiary |
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Goldfinch Group Co., Ltd. (Hong Kong) | Subsidiary |
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Goldfinch-Chong (Fuzhouu) Technology Co., Ltd. | Subsidiary |
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SolanAI Global Ltd. (Hong Kong) | Subsidiary |
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Yuan Qi (Shenzhen) AI Co., Ltd. | Subsidiary |
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Note 1: 70% interest acquired on November 24, 2024 and remaining 30% interest acquired on August 20, 2025
Foreign Currency Translations
The Company’s functional and reporting currency is the U.S. dollar. Goldfinch Group Holdings Ltd.’s, Solan (Shenzhen) Technology Co., Ltd.’s, Xirangsheng (Shenzhen) Health Technology Co., Ltd.’s, Goldfinch-Chong (Fuzhouu) Technology Co., Ltd.’s, Yuan Qi (Shenzhen) AI Co., Ltd.’s and Jiansheng (Shenzhen) Technology Co., Ltd.’s functional currency is the Chinese Renminbi (RMB). Crestar Holdings Ltd.’s, Goldfinch Group Co., Ltd.’s and SolanAI Global Ltd.’s functional currency is Hong Kong Dollar (HKD). All transactions initiated in RMB and HKD are translated into U.S. dollars in accordance with ASC 830-30, “Translation of Financial Statements,” as follows:
| 1) | Monetary assets and liabilities at the rate of exchange in effect at the balance sheet date. |
| 2) | Equity at historical rates. |
| 3) | Revenue and expense items at the average rate of exchange prevailing during the period. |
Adjustments arising from such translations are deferred until realization and are included as a separate component of stockholders’ equity as a component of comprehensive income or loss. Therefore, translation adjustments are not included in determining net income (loss) but reported as other comprehensive income (loss). Gains and losses from foreign currency transactions are included in earnings in the period of settlement.
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Use of Estimates
The preparation of 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 of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
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Fair Value of Financial Instruments
ASC 820, “Fair Value Measurements and Disclosures”, defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows:
Level 1 - inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.
Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value.
The carrying amounts of financial instruments such as accounts payable and note payable approximate their fair values because of the short maturity of these instruments.
Business Combinations
In accordance with Accounting Standards Codification (“ASC”) 805-10, Business Combinations (“ASC 805-10”), the Company accounts for all business combinations using the acquisition method of accounting. Under this method, assets and liabilities, including any remaining non-controlling interests, are recognized at fair value at the date of acquisition. The excess of the purchase price over the fair value of assets acquired, net of liabilities assumed, and non-controlling interests is recognized as goodwill. Certain adjustments to the assessed fair values of the assets, liabilities, or non-controlling interests made subsequent to the acquisition date, but within the measurement period, which is up to one year, are recorded as adjustments to goodwill. Any adjustments subsequent to the measurement period are recorded in income. Any cost or equity method interest that the Company holds in the acquired company prior to the acquisition is re-measured to fair value at acquisition with a resulting gain or loss recognized in income for the difference between fair value and the existing book value. Results of operations of the acquired entity are included in the Company’s results from the date of the acquisition onward and include amortization expense arising from acquired tangible and intangible assets.
Cash and Cash Equivalents
For the purposes of the statement of cash flows, the Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. As of December 31, 2025 and December 31, 2024, the Company had bank balances of $
Funds held in trust comprise funds held in a trust account by the Company’s legal counsel. As of December 31, 2025 and December 31, 2024, the Company had $
Accounts Receivable
Accounts receivables are recorded in accordance with ASC 310, “Receivables,” at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable. The Company does not currently have any amount recorded as an allowance for doubtful accounts. Based on the management’s estimate and based on all accounts being current, the Company has not determined it necessary to establish a reserve for doubtful accounts at this time.
As of December 31, 2025 and December 31, 2024, accounts receivable was $
Prepaid Expenses
Prepaid expenses are amounts paid to secure the use of assets or the receipt of services at a future date or continuously over one or more future periods. When the prepaid expenses are eventually consumed, they are charged to expense.
As of December 31, 2025 and December 31, 2024, there were $
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Goodwill
The Company accounts for goodwill in accordance with ASC 350 “Intangibles-Goodwill and Other.”
ASC 350 requires that goodwill and other intangibles with indefinite lives be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value of an asset has decreased below its carrying value. In addition, ASC 350 requires that goodwill be tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis and between annual tests when circumstances indicate that the recoverability of the carrying amount of goodwill may be in doubt. Application of the goodwill impairment test requires judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value. Significant judgments required to estimate the fair value of reporting units include estimating future cash flows, determining appropriate discount rates and other assumptions. Changes in these estimates and assumptions or the occurrence of one or more confirming events in future periods could cause the actual results or outcomes to materially differ from such estimates and could also affect the determination of fair value and/or goodwill impairment at future reporting dates.
As of December 31, 2025, goodwill of $
Based on the Company’s analysis of goodwill as of December 31, 2025, the fair value of the reporting unit based on estimated future cash flow falls below its carrying value and shows negative recoverability, goodwill was fully impaired and impairment loss on goodwill of $
Intangible Asset
The Company accounts for its intangible assets in accordance with ASC Subtopic 350-40, Internal-Use Software-Computer Software Developed or Obtained for Internal Use, and ASC Subtopic 360-10, Accounting for the Impairment or Disposal of Long-Lived Assets. ASC Subtopic 350-40 requires assets to be recorded at the cost to develop the asset and requires an intangible asset to be amortized over its useful life and for the useful life to be evaluated every reporting period to determine whether events or circumstances warrant a revision to the remaining period of amortization. If the estimate of useful life is changed the remaining carrying amount of the intangible asset is amortized prospectively over the revised remaining useful life.
We capitalized website development and databases costs of $
Based on the Company’s analysis of the website development and database as of December 31, 2025, the fair value of the reporting unit based on estimated future cash flow falls below its carrying value and shows negative recoverability, the intangible assets were fully impaired and impairment loss on intangible assets of $
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Long lived Assets
Long-lived assets are evaluated for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. Each impairment test is based on a comparison of the undiscounted future cash flows to the recorded value of the asset. If impairment is indicated, the asset is written down to its estimated fair value.
Property and Equipment
Property and equipment are stated at cost. Depreciation is computed using the straight-line method. The depreciation methods are designed to depreciate the cost of the assets over their estimated useful lives, in years
As of December 31, 2025, the Company has e-charging equipment of $
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Commitments and Contingencies
Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may, but probably will not, require an outflow of resources. Where there is a possible obligation or a present obligation in respect of which the likelihood of outflow of resources is remote, no provision or disclosure is made. Contingent assets are not recognized in the financial statements. A contingent asset is disclosed where an inflow of economic benefits is probable. Contingent assets are assessed continually and, if it is virtually certain that an inflow of economic benefits will arise, the asset and related income are recognized in the period in which the change occurs.
Related Party Balances and Transactions
The Company follows FASB ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transaction.
Convertible Financial Instruments
The Company account for our convertible financial instruments in accordance with ASC 470-20 “Debt with Conversion and Other Options.” The standard reduced the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting; and, (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. ASU2020-06 removes from U.S. GAAP the separation models for (1) convertible debt with a cash conversion feature (“CCF”) and (2) convertible instruments with a beneficial conversion feature (“BCF”). With the adoption of ASU2020-06, entities will not separately present in equity an embedded beneficial conversion feature from the convertible debts.
Expected credit losses
The Company estimates and records a provision for its expected credit losses related to its financial instruments, including its trade receivables. Management considers historical collection rates, the current financial status of the Company’s customers, macroeconomic factors, and other industry-specific factors when evaluating current expected credit losses. However, because of the short time to the expected receipt of accounts receivable, management believes that the carrying value, net of expected losses, approximates fair value and therefore, relies more on historical and current analysis of such financial instruments, including its trade receivables.
Credit loss rate is determined by historical collection based on aging schedule, adjusted for current conditions using reasonable and supportable forecasts. Based on the aging categorization and the adjusted loss rate per category, an allowance for credit losses is calculated by multiplying the adjusted loss rate with the amortized cost in the respective age category. The amendments in ASU 2025‑05 introduce a practical expedient for all qualifying assets that allows the Company to assume that current conditions at the balance-sheet date remain unchanged for the remaining life of an asset when estimating credit losses on current accounts receivable and current contract assets. The Company electing this expedient will therefore adjust historical loss experience only to reflect current conditions, without the need to incorporate forward‑looking forecasts.
Revenue Recognition
The Company recognizes revenue in accordance with ASC 606, “Revenue Recognition” following the five steps procedure:
Step 1: Identify the contract(s) with customers
Step 2: Identify the performance obligations in the contract
Step 3: Determine the transaction price
Step 4: Allocate the transaction price to performance obligations
Step 5: Recognize revenue when the entity satisfies a performance obligation
During the year ended December 31, 2025, the Company’s revenue was primarily derived from strategic consulting and technology-related services supporting enterprise digital infrastructure initiatives and solution development. These services included research, planning, and technology-related deliverables designed to enhance clients’ operational capabilities and digital infrastructure.
The transaction price is determined based on the consideration specified in the contract. Revenue is recognized when control of the goods or services deliverables defined in each contract are transferred to the customer. For online education solutions, revenue is recognized at a point in time or over time, depending on the nature of the arrangement and the transfer of control.
The Company’s payment terms vary by contract but generally require payment within a specified period following invoicing. In certain arrangements, the Company may receive advance payments, which are recorded as deferred revenue and recognized as revenue when the related performance obligations are satisfied.
During the year ended December 31, 2025, the Company’s wholly owned subsidiary Solan (Shenzhen) Technology Co., Ltd. recognized online medical education revenue of $
During the year ended December 31, 2025, the Company recognized total revenue of $
Share-Based Compensation
The Company accounts for share-based compensation under the fair value method in accordance with ASC 718, “Compensation – Stock Compensation,” which requires all such compensation to employees and non-employees to be calculated based on its fair value of the equity instrument at the grant date and recognized in the earnings over the requisite service or vesting period.
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During the year ended December 31, 2025, the Company granted restricted stock units to consultants and a related party for services at aggregate valuation of $
Net Income (Loss) Per Share
Basic net income (loss) per share is computed by dividing net income (loss) available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted net income per share is computed similar to basic net 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. If applicable, diluted net income per share assumes the conversion, exercise or issuance of all common stock instruments, such as convertible notes, unless the effect is to reduce a loss or increase earnings per share.
For the year ended December 31, 2025 and 2024, the following convertible note was excluded from the computation of diluted net loss per shares as the result of the computation was anti-dilutive:
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Income Taxes
The Company accounts for income taxes using the asset and liability method prescribed by ASC 740 “Income Taxes”. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the years in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.
The Company also conducts major business in China and Hong Kong and is subject to tax in these jurisdictions. As a result of its business activities, the Company will file separate tax returns that are subject to examination by the foreign tax authorities.
The Company adopted the ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which modifies the rules on income tax disclosures to require disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid.
Recent Accounting Pronouncements
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), which requires enhanced disclosures of certain income statement expenses. In January 2025, the FASB issued ASU 2025-01 to clarify the effective date of ASU 2024-03. The standard is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted, either prospectively or retrospectively.
In July 2025, the FASB issued Accounting Standards Update 2025-05, “Financial Instruments – Credit Losses” (Topic 326): “Measurement of Credit Losses for Accounts Receivable and Contract Assets” (“ASU 2025-05”). ASU 2025-05 provides a practical expedient that all entities can use when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC 606, Revenue from Contracts with Customers. Under this practical expedient, an entity is allowed to assume that the current conditions it has applied in determining credit loss allowances for current accounts receivable and current contract assets remain unchanged for the remaining life of those assets. ASU 2025-05 is effective for fiscal years beginning after December 15, 2025, and interim reporting periods in those years. Entities that elect the practical expedient and, if applicable, make the accounting policy election are required to apply the amendments prospectively. We are currently evaluating the potential impact of adopting ASU 2025-05 on our consolidated financial statements and disclosures.
In December 2025, the FASB issued ASU No.2025-11- “Interim Reporting” (Topic270): “Narrow-Scope Improvements” which is designed to improve the navigability of interim reporting guidance and clarify its applicability without fundamentally changing the nature of interim reporting. In introduces a principle requiring entities to disclose events or changes since the last annual reporting period that have a material impact on the entity. The new guidance is effective for annual reporting periods beginning December 15, 2027. Early adoption is permitted. We are currently evaluating the impact this update will have on our consolidated financial statements and disclosures.
We have evaluated all other recently issued, but not yet effective, accounting pronouncements and do not believe that these accounting pronouncements will have any material impact on our consolidated financial statements or disclosures upon adoption.
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Recent Adopted Accounting Standards
In November 2023, the FASB issued ASU No. 2023-07, “Segment Reporting” (Topic 280) – “Improvements to Reportable Segment Disclosures” ("ASU 2023-07"), which require public companies disclose significant segment expenses and other segment items on an annual and interim basis and to provide in interim periods all disclosures about a reportable segment's profit or loss and assets that are currently required annually. The guidance is effective for public entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The guidance is applied retrospectively to all periods presented in the financial statements, unless it is impracticable. The adoption of ASU 2023-07 has not had a material effect on the Company’s statements and disclosures.
The Company has adopted ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”, which requires disaggregated information about the reporting entity’s effective tax rate reconciliation as well as information on income taxes paid.
NOTE 4 – DEFERRED SHARE ISSUANCE COST
On January 25, 2025, the Company entered into an
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During the year ended December 31, 2025, upon the execution of the Equity Purchase Agreement, the Company issued
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As of December 31, 2025, the deferred share issuance cost aggregated to $
As of December 31, 2025, no investment funds had been received from Williamsburg Venture Holdings, LLC under the Equity Purchase Agreement. The commitment shares issued represent consideration for entering into the agreement and related services, and the deferred share issuance costs will be offset against proceeds from future stock issuances, if any, under the Equity Purchase Agreement.
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NOTE 5 – LOAN PAYABLE
On September 15, 2024, the Company entered into a loan agreement with a non-affiliate party at $
On November 25, 2024, Goldfinch Group Holdings Ltd. entered into a loan agreement with a non-affiliate party at $
On March 31, 2025, the Company entered into a loan agreement with a non-affiliate party at $
On March 31, 2025, the Company entered into a loan agreement with a non-affiliate party of $
The amendments executed on December 3, 2025 in connection with the above loan settlements state the loans being modified to non-interest bearing and any interest accrued prior to the debt settlement deemed fully satisfied pursuant to Section 3 of the respective agreements through the issuance of common stock. Accordingly, no accrued interest remained outstanding as of December 31, 2025.
Interest expense incurred prior to the settlement of the loans for the years ended December 31, 2025 and December 31, 2024 was $
As of December 31, 2025 and December 31, 2024, the loan payable was $
NOTE 6 – CONVERTIBLE NOTE PAYABLE
On November 8, 2023, the Company issued a convertible promissory note to a non-affiliate of $
On March 6, 2025, the convertible note was fully converted into
As of December 31, 2025 and December 31, 2024, convertible note payable was $
NOTE 7 – RELATED PARTY TRANSACTIONS AND BALANCES
1) Nature of relationships with related parties
The table below sets forth the major related parties and their relationships with the Company, with which the Company entered into transactions for the year ended December 31, 2025 and 2024 or recorded balances as of December 31, 2025 and December 31, 2024, respectively.
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Mengqing Fan | Director of Transuite.Org. Inc. | |
Xiaohuan Song | Director of Goldfinch Group Holdings Ltd. and Goldfinch Group Co., Ltd. (Hong Kong) | |
Hailiang Li | Director of Xirangsheng (Shenzhen) Health Technology Co., Ltd. | |
Zeng Lianghui |
| Director of Goldfinch-Chong (Fuzhou) Technology Co., Ltd. |
Qianglong Zeng | Director of Transuite.Org. Inc. | |
Fidelity World Holding | Entity holding 30% equity interest in Goldfinch Group Holdings Ltd. |
2) Balances with related parties
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| $ |
| ||
Amount due to Xiaohuan Song |
|
|
|
|
|
| ||
Amount due to Zeng Lianghui |
|
|
|
|
|
| ||
Amount due to Hailiang Li |
|
|
|
|
|
| ||
|
| $ |
|
| $ |
| ||
3) Transactions with related parties
|
| For the |
|
| For the |
| ||
|
| year ended |
|
| year ended |
| ||
|
| December 31, 2025 |
|
| December 31, 2024 |
| ||
|
|
|
|
|
|
| ||
Incorporation capital on Goldfinch Group Holdings Ltd. with 30% due from Fidelity World Holding |
| $ |
|
| $ | ( | ) | |
Repayment from Fidelity World Holding for acquisition of remaining 70% equity interest in Goldfinch Group Holdings Ltd. BVI |
| $ |
|
| $ |
| ||
Advancement from Mengqing Fan for Transuite.Org. Inc. operation expenses |
| $ |
|
| $ |
| ||
Repayment to Mengqing Fan |
| $ | ( | ) |
| $ |
| |
Advancement from Xiaohuan Song for Goldfinch Group Holdings Ltd. (BVI) and Goldfinch Group Co., Ltd. (Hong Kong) incorporation cost and operating expenses |
| $ |
|
| $ |
| ||
Advancement from Zeng Lianghui to Goldfinch-Chong (Fuzhou) Technology Co., Ltd. |
| $ |
|
| $ |
| ||
Advancement from Hailiang Li for Xirangsheng Health Technology operation expenses |
| $ |
|
| $ |
| ||
*Issuance of common stock to Qianglong Zeng for services |
| $ |
|
| $ |
| ||
*On October 10, 2025, the Company issued
| F-16 |
| Table of Contents |
NOTE 8 - EQUITY
The Company has
During the year ended December 31, 2025, the Company issued an aggregate of
On October 10, 2025, the Company issued
During the year ended December 31, 2025, upon the execution of the Equity Purchase Agreement with Williamburg Venture Holding, LLC, the Company issued an aggregate of
During the year ended December 31, 2025, the Company issued
During the year ended December 31, 2025, a convertible note of $
On August 20, 2025, the Company issued
| F-17 |
| Table of Contents |
On August 25, 2025, the Company issued
On September 30, 2025, the Company issued
As of December 31, 2025 and December 31, 2024, the issued and outstanding common stock was
Incentive Stock Option Plan
On October 14, 2025, the Company obtained written consent by the holders of the majority of the voting power of the Company's capital stock approving the adoption of the Company’s 2025 Stock Incentive Plan (the “Plan”). The Plan allows the Board of Directors of the Company to grant incentive stock options, nonqualified stock options and restricted stock awards to officers, directors, employees and consultants of the Company. At the time of consent, there were
Stock Payable
On December 31, 2025, the Company entered into a share exchange agreement for the acquisition of
On December 3, 2025, the Company entered into a loan settlement agreement with a non-affiliate for the settlement of loan at $
On December 3, 2025, the Company entered into a loan settlement agreement with a non-affiliate for the settlement of loan at $
On December 3, 2025, the Company entered into a loan settlement agreement with a non-affiliate for the settlement of trade payable balance at $
As of December 31, 2025, the stock payable was $
NOTE 9 – ACQUISITION
Xirangsheng (Shenzhen) Health Technology Co., Ltd.
On September 30, 2025, the Company entered into a share exchange agreement with Crestar Holdings Ltd., wholly owned subsidiary of Goldfinch Group Holdings Ltd., and Hailiang Li for the acquisition of
The acquisition was closed on September 30, 2025. XRS has been included in our consolidated balance sheets since the acquisition date.
| F-18 |
| Table of Contents |
The following table summarizes the preliminary identifiable assets acquired and liabilities assumed upon acquisition of XRS and the calculation of contingent liability:
Total purchase price |
| $ |
| |
|
|
|
|
|
Bank |
|
|
| |
Prepaid Expense |
|
|
| |
Other Receivable |
|
|
| |
Total identifiable assets |
|
|
| |
|
|
|
|
|
Other Payable |
|
| ( | ) |
Total identifiable liabilities |
|
| ( | ) |
|
|
|
|
|
Net assets (liabilities) |
|
| ( | ) |
|
|
|
|
|
Goodwill |
| $ |
|
SolanAI Global Ltd.
On August 25, 2025, the Company entered into a share exchange agreement with Crestar Holdings Ltd., wholly owned subsidiary of Goldfinch Group Holdings Ltd., and Hailiang Li for the acquisition of
The acquisition was closed on August 25, 2025. SolanAI has been included in our consolidated balance sheets since the acquisition date.
The following table summarizes the preliminary identifiable assets acquired and liabilities assumed upon acquisition of SolanAI and the calculation of goodwill:
Total purchase price |
| $ |
| |
|
|
|
|
|
Bank |
|
|
| |
Total identifiable assets |
|
|
| |
|
|
|
|
|
Other Payable |
|
| ( | ) |
Total identifiable liabilities |
|
| ( | ) |
|
|
|
|
|
Net assets (liabilities) |
|
| ( | ) |
|
|
|
|
|
Non-controlling interest |
|
|
| |
Total net assets (liabilities) |
|
| ( | ) |
|
|
|
|
|
Goodwill |
| $ |
|
| F-19 |
| Table of Contents |
Goldfinch Group Holdings Ltd.
On December 31, 2025, the Company entered a share exchange agreement with Crestar Holdings Ltd., wholly owned subsidiary of Goldfinch Group Holdings Ltd., for the acquisition of
The acquisition was closed on December 31, 2025. Goldfinch Group Holdings Ltd. and Goldfinch-Chong (Fuzhou) Technology Co., Ltd. have been included in our consolidated balance sheets since the acquisition date.
As of December 31, 2025,
The following table summarizes the preliminary identifiable assets acquired and liabilities assumed upon acquisition of Goldfinch and the calculation of goodwill:
Total purchase price |
| $ |
| |
|
|
|
|
|
Amount due from director |
|
|
| |
Bank |
|
|
| |
Accounts Receivable |
|
|
| |
Prepaid Expense |
|
|
| |
Other Receivable |
|
|
| |
Inventory |
|
|
| |
Total identifiable assets |
|
|
| |
|
|
|
|
|
Accounts Payable |
|
| ( | ) |
Salary Payable |
|
| ( | ) |
Tax Payable |
|
| ( | ) |
Other Payable |
|
| ( | ) |
Total identifiable liabilities |
|
| ( | ) |
|
|
|
|
|
Net assets (liabilities) |
|
|
| |
|
|
|
|
|
Non-controlling interest |
|
| ( | ) |
Total net assets (liabilities) |
|
|
| |
|
|
|
|
|
Goodwill |
| $ |
|
Based on the Company’s analysis of goodwill as of December 31, 2025, the fair value of the reporting unit based on estimated future cash flow falls below its carrying value and shows negative recoverability, goodwill was fully impaired and impairment loss on goodwill of $
NOTE 10 – CONCENTRATION OF RISK
Major Customers
For the year ended December 31, 2025, the Company generated total revenue of $
For the year ended December 31, 2024, the Company generated total revenue of $
NOTE 11 - INCOME TAX
The Company provides for income taxes under ASC 740, “Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax basis of assets and liabilities and the tax rates in effect when these differences are expected to reverse. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.
The loss from operation before income tax of the Company for the year ended December 31, 2025 and December 31, 2024 were comprised of the following:
|
| For the year ended December 31, |
|
| For the year ended December 31, |
| ||
|
| 2025 |
|
| 2024 |
| ||
Tax justrisdiction from: |
| $ |
|
| $ |
| ||
- Local |
|
| ( | ) |
|
| ( | ) |
- Foreign, representing: |
|
|
|
|
|
|
|
|
China |
|
| ( | ) |
|
| ( | ) |
Hong Kong |
|
| ( | ) |
|
|
| |
Loss before income taxes |
| $ | ( | ) |
| $ | ( | ) |
A reconciliation between expected income taxes and the income tax net expense included in the statements of operations for the years ended December 31, 2025 and 2024 is as follows:
|
| For Year Ended December 31, 2025 |
|
| For Year Ended December 31, 2024 |
| ||
Net loss before income tax |
| $ | ( | ) |
| $ | ( | ) |
Statutory tax Rate |
|
| % |
|
| % | ||
Tax (benefit) expense at the statutory tax rate |
|
| ( | ) |
|
| ( | ) |
Tax effect of |
|
|
|
|
|
|
|
|
Stock-based compensation |
|
|
|
|
|
| ||
Impairment loss on goodwill |
|
|
|
|
|
| ||
Impairment loss on intangible assets |
|
|
|
|
|
| ||
Changes in valuation allowance |
|
|
|
|
|
| ||
Income tax expense (benefit) per book |
| $ |
|
| $ |
| ||
| F-20 |
| Table of Contents |
The components of the Company’s deferred tax asset and reconciliation of income taxes computed at the statutory rate to the income tax amount recorded as of December 31, 2025 and December 31, 2024, are as follows:
|
| December 31, |
|
| December 31, |
|
| December 31, |
|
| December 31, |
| ||||
|
| 2025 |
|
| 2025 |
|
| 2025 |
|
| 2024 |
| ||||
|
| USA |
|
| China/HK |
|
| Total |
|
| Total |
| ||||
Net operating loss carryforward |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Statutory tax rate |
|
| % |
|
| % |
|
| % |
|
| % | ||||
Deferred tax asset |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Less: Valuation allowance |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Net deferred asset |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
The valuation allowance increased by $
NOTE 12 – SEGMENT REPORTING
Operating segments are components of an entity for which separate financial information is available and evaluated by the Company’s chief operating decision maker (“CODM”) in determining how to allocate resources and assess performance.
As of December 31, 2025, the Company operates through the following reporting segments:
· | Technology and consulting services conducted through Transuite.Org Inc.; |
|
|
· | Online medical education services conducted through Solan (Shenzhen) Technology Co., Ltd., which was acquired on September 29, 2025; and |
|
|
· | Intelligent infrastructure and e-bike charging management solutions conducted through Goldfinch-Chong (Fuzhou) Technology Co., Ltd., which was acquired on December 31, 2025. |
The Company’s chief operating decision makers (“CODM”) are the Chief Executive Officers and Directors of the respective entities.
Since September 2024, the Company has undertaken strategic restructuring efforts, including reorganization of management functions and expansion into technology-driven service offerings. During the year ended December 31, 2025, the Company’s primary operating activities consisted of strategic consulting and technology-related services, including business solution development and digital platform-related deliverables.
For the year ended December 31, 2025, the Company reported revenue of $
The online medical education segment commenced operations following the acquisition of Solan (Shenzhen) Technology Co., Ltd. in September 2025. The intelligent infrastructure segment related to Goldfinch-Chong (Fuzhou) Technology Co., Ltd. was acquired on December 31, 2025 and therefore did not significantly contribute to the Company’s operating results for the year ended December 31, 2025.
Management currently focuses on cost control, integration of acquired entities, and securing debt and equity financing to support ongoing business development. The CODM evaluates segment performance primarily based on operating results, including revenue and net income (loss). Segment assets are reported in the accompanying Consolidated Balance Sheets.
Segment by Entity and Operations
Entity Operation |
| Transuite Technology & Consulting |
|
| Solan (Shenzhen) Online medical Education |
|
| Xirangsheng Online health Technology |
|
|
Goldfinch HK Charging Infrastructure |
|
|
Goldfinch-Chong E-bike Charging |
|
|
SolanAI Global Web 3 Infrastructure |
|
|
Jiansheng & Yuan Qi AI Software Development |
|
| Goldfinch BVI & Crestar HK Corporate/Holding |
|
| Total |
| |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Revenue |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||||||
Cost of sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Gross Profit |
| $ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| $ |
|
| $ |
|
| $ |
| |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment Loss |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ |
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||||||
Year Ended December 31, 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
Entity Operation |
|
Transuite Technology & Consulting |
|
|
Solan (Shenzhen) Online medical Education |
|
|
Xirangsheng Online medical Education |
|
|
Goldfinch HK Online medical Education |
|
|
Goldfinch-Chong Online medical Education |
|
|
SolanAI Global Online medical Education |
|
|
Yuan Qi Software Development |
|
| Goldfinch BVI & Crestar HK Corporate |
|
| Total |
| |||||||||
Revenue |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||||||
Cost of sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Gross Profit |
| $ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| $ |
|
| $ |
|
| $ |
| |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment Loss |
| $ | ( | ) |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||||||
Segment by Geographical locations
| F-21 |
| Table of Contents |
Year Ended December 31, 2025
|
| USA |
|
| China |
|
| Hong Kong |
|
| Total |
| ||||
Revenue |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Cost of sales |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Gross profit |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from operations |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expenses) |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss before income taxes |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income Tax Provision |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
As of December 31, 2025
|
| USA |
|
| China |
|
| Hong Kong |
|
| Total |
| ||||
Current Assets |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Property and Equipment |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Year Ended December 31, 2024
|
| USA |
|
| China |
|
| Hong Kong |
|
| Total |
| ||||
Revenue |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Cost of sales |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Gross profit |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from operations |
|
| ( | ) |
|
|
|
|
|
|
|
| ( | ) | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expenses) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss before income taxes |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income Tax Provision |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss |
| $ | ( | ) |
| $ | ( | ) |
| $ |
|
| $ | ( | ) | |
As of December 31, 2024
|
| USA |
|
| China |
|
| Hong Kong |
|
| Total |
| ||||
Current Assets |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Intangible Assets |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
| F-22 |
| Table of Contents |
NOTE 13 – SUBSEQUENT EVENTS
In accordance with ASC 855, “Subsequent Events,” the Company has analyzed its operations subsequent to December 31, 2025 to the date these financial statements were issued and has determined that it has the below material subsequent event to disclose in these financial statements.
Loan Agreement
On March 31, 2026, the Company entered into a loan agreement with a non-affiliate party at $
Share Issuance
On January 2, 2026, the Company issued
On January 16, 2026, the Company issued
From January to February 2026,
On March 31 2026, the Company issued
From January to February 2026, the Company issued an aggregate of
Pursuant to termination agreements, from January to March 2026, the Company cancelled an aggregate of
| F-23 |
| Table of Contents |
Honwo Cooperation Agreement
On February 21, 2026, the Company entered into a Cooperation Agreement with Honwo Technology Holding Limited (“Honwo”) to establish a strategic collaboration framework in Web3 technology and related business development.
Pursuant to the agreement, Crestar Holdings Limited, a wholly owned subsidiary of the Company, agreed to transfer a
On February 24, 2026, the Company issued
On February 23, 2026, pursuant to the agreement signed on February 21, 2026, the Company issued
Strategic Cooperation with AFT Group and Proposed Acquisition of AEEC
On March 10, 2026, the Company entered into a Cooperation Agreement with Australian Fintech Group Pty Ltd. (“AFT Group”) and AEEC International Pty Ltd. (“AEEC”) to establish a strategic partnership in fields of Web3 financial infrastructure, digital payment systems, and digital asset trading platform development.
In connection with this cooperation, the Company, through its subsidiary Crestar Holdings Limited, intends to acquire a
Authorized Share Increase
On March 10, 2026, the Company filed a Definitive Information Statement on Schedule 14C with the Securities and Exchange Commission relating to the approval of an Amended and Restated Articles of Incorporation to increase the number of authorized shares of common stock.
The amendment is expected to become effective upon filing with the Nevada Secretary of State following expiration of the applicable notice period. The Company is currently completing the related corporate filings.
On April 14, 2026, the Company filed Amended and Restated Articles of Incorporation with the Nevada Secretary of State, and the Amended and Restated Articles became effective upon filing.
Among other things, the Amended and Restated Articles amended and restated the Company’s articles of incorporation to provide that the total number of shares of capital stock that the Company is authorized to issue is
These subsequent events reflect the Company’s continued execution of its platform expansion strategy following the 2025 reporting period.
| F-24 |
| Table of Contents |
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
On February 21, 2025, our Board of Directors approved the dismissal of Mac Accounting Group & CPAs, LLP (“Mac Accounting”) as the Company’s independent registered public accounting firm, effective immediately.
Mac Accounting’s reports on the Company’s financial statements as of and for the years ended November 30, 2023, and 2022 contained no adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles, except to indicate that there is substantial doubt as to their ability to continue as a going concern
In connection with the audits of the Company's financial statements for the fiscal years ended November 30, 2023 and 2022, and in the subsequent interim period through February 21, 2025, there were no disagreements with Mac Accounting on any matters of accounting principles or practices, financial statement disclosure or auditing scope and procedures which, if not resolved to the satisfaction of Mac Accounting, would have caused Mac Accounting to make reference to the matter in their report. There were no reportable events (as that term is described in Item 304(a)(1)(v) of Regulation S-K) during the two fiscal years ended November 30, 2023, and 2022, or in the subsequent interim period through February 21, 2025.
On February 21, 2025, the Board of Directors of the Company approved the appointment of JP Centurion & Partners PLT (“JP Centurion”) as the Company’s new independent registered public accounting firm for the fiscal year ending November 30, 2024. During the Company’s two most recent fiscal years November 30, 2023 and 2022, and in the subsequent interim period through February 21, 2025, neither the Company nor anyone acting on its behalf consulted with JP Centurion with respect to either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the financial statements of the Company, and no written report or oral advice was provided by JP Centurion to the Company that JP Centurion concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue, or (ii) any matter that was the subject of either a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).
Item 9A. Controls and Procedures
The Company is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
An assessment was conducted with the participation of our principal executive and principal financial officer of the effectiveness of the design and operation of our disclosure controls and procedures as of November 30, 2024. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.
Management’s Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025, using the criteria established in “Internal Control - Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO - 2013").
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A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of December 31, 2025, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.
| 1. | We lack an adequate internal control structure – Due to the size of the Company we do not have the appropriate control activities, risk assessment procedures, controls over information and communication, or effective monitoring controls. |
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| 2. | We did not implement appropriate information technology controls – As at December 31, 2025, the Company retains copies of all financial data and material agreements; however, there is no formal procedure or evidence of normal backup of the Company’s data or off-site storage of data in the event of theft, misplacement, or loss due to unmitigated factors. Further, there are no IT controls in place to prevent changes to, or misstatement in, financial reporting. |
Accordingly, the Company concluded that these control deficiencies resulted in a reasonable possibility that a misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.
As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of December 31, 2025 based on criteria established in Internal Control- Integrated Framework issued by COSO.
Changes in Internal Controls over Financial Reporting
There has been no change in our internal control over financial reporting occurred during the year ended December 31, 2025, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information.
None.
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PART III
Item 10. Directors, Executive Officers, Promoters and Control Persons of the Company
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
The following information sets forth the names of our officers and directors, their present positions as of May 20, 2026, and some brief information about their background.
Name |
| Age |
| Position(s) |
Mengqing Fan |
| 56 |
| Chief Executive Officer/ Director/Chairman of the Board/President/Treasurer |
Hailiang Li |
| 59 |
| Chief Financial Officer |
Weihua Huang |
| 47 |
| Director |
Shaoli Jiang |
| 47 |
| Director |
Kairui Yu |
| 52 |
| Director/Secretary |
Background of Officers and Directors
Mengqing Fan
Experienced investment advisor with twenty years. Entrepreneur and specialist with global experience in business development and management, financial management, financing, M&As, restructuring, resource integration.
Ms. Fan obtained the Master Degree in Computer Science from California State University in 2001.
Hailiang Li
Mr. Li graduated from the School of Management at Xi’an Jiaotong University. He previously served as Deputy Secretary-General of the Sun Yat-sen Center Foundation and as General Manager of Shanghai Shanguan Culture Communication Co., Ltd. He currently serves as the Founder and Chief Executive Officer of Xirangsheng (Shenzhen) Health Technology Co., Ltd. Mr. Li has over 20 years of experience in corporate management and operations, including experience in financial management, corporate governance, strategic planning, and digital transformation initiatives.
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Weihua Huang
Mr. Huang has over 20 years of experience in entrepreneurship, corporate management, and investment. He currently serves as the founder and CEO of Shenzhen Nth Quantitative Trading Technology Co., Ltd., a company focused on quantitative trading technology. Over the past decade, Mr. Huang has been an active investor and advisor in the financial technology and digital assets sector, with experience encompassing areas such as blockchain infrastructure and digital asset exchanges. He has also provided strategic advisory services to several large enterprises. Mr. Huang's background in strategic planning and digital transformation is expected to contribute to the Board's deliberations in these areas.
Shaoli Jiang
Mr. Jiang has over 15 years of experience in the financial technology and IT sectors. He previously held technology and management positions at companies including Yonyou Network Technology Co., Ltd. and Tencent Holdings Ltd., where he led the development of information systems for clients across various industries. He used to be the General Manager of the National Incubation Center at Shenzhen Cultural Property Exchange and as an Executive Director at Holistic Asset Finance Group. Currently, he is the founder and CEO of GloryEra Holdings, a firm focused on corporate advisory and investment banking services. The Board believes Mr. Jiang's expertise in corporate strategy, digitalization, and financial operations will be valuable to the Company.
Kairui Yu
Mr.Yu is a seasoned professional with a strong background in Web3, financial technology, and corporate management. He holds a Master's Degree of Computer Science and Management Engineering from Zhejiang University. Mr. Yu is the founder of Bee Digital Labs, and is recognized as seasoned Web3 professional, and one of the earliest practitioners of STO & RWA. His career spans the internet, fintech, and blockchain technology sectors, encompassing executive management experience at listed companies and participation in the incubation of unicorn enterprises. He previously served as a senior executive at Kingdee International (00268.HK) and EA(Eternal Asia, 002183.SZ). Mr. Yu has extensive experience in strategic planning, digital transformation, and the emerging digital asset economy.
Family Relationships
There are no family relationships among our directors and/or our officers.
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
No director, executive officer, significant employee or control person of the Company has been involved in any legal proceeding listed in Item 401(f) of Regulation S-K in the past 10 years.
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Item 11. Executive Compensation
EXECUTIVE COMPENSATION SUMMARY COMPENSATION TABLE
The following table sets forth information regarding each element of compensation that we pay or award to our named executive officers for the year ended December 31, 2025 and 2024.
SUMMARY COMPENSATION TABLE | ||||||||||||||||||||||||||||||||||
Name and Principal Position |
| Year |
| Salary ($) |
|
| Bonus ($) |
|
| Stock Awards ($) |
|
| Option Awards ($) |
|
| Non-Equity Incentive Plan Compensation ($) |
|
| Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) |
|
| All Other Compensation ($) |
|
| Total ($) |
| ||||||||
Qianglong Zeng, President |
| 2025 |
|
| - |
|
|
| - |
|
|
| 10,110 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
Note: Qianglong Zeng was appointed as President and Director on October 9, 2025, and was resigned on February 12, 2026.
EMPLOYMENT AGREEMENTS
The Company is not a party to any employment agreement with any officer. Other than the issuance of 100,000 shares of common stock to Zeng, the Company has no compensation agreement with any officer.
DIRECTOR COMPENSATION
We have not compensated our Directors.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of May 20, 2026 by: (i) each person (including any group) known to us to own more than five percent (5%) of any class of our voting securities, (ii) members of our Board of Directors, and or (iii) our executive officers. Unless otherwise indicated, the stockholder listed possesses sole voting and investment power with respect to the shares shown.
Name and Address of Beneficial Owner |
| Amount and Nature of Beneficial Ownership |
| Percentage of Class(1) |
| |
Hailiang Li No.1 Zhushu Road Lane 1, Pingdong Village, Sanxiang Town, Zhongshan City Guangdong Province, China |
| 20,152,000 Shares of Common Stock |
|
| 28.073 | % |
(1) | Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on May 20, 2026. As of May 20, 2026, there were 71,783,325 shares of our Company’s common stock issued and outstanding. |
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Item 13. Certain Relationships and Related Transactions
Share Issuance
On October 10, 2025, the Company issued 100,000 shares of restricted stock to the Director of the Company for service valued at $45,000. Vested portion was recorded to stock-based compensation at $10,110 and unvested portion though December 31, 2025 of $34,890 was recorded to deferred compensation.
Due from related parties
During the year ended December 31, 2025 and 2024, a director of the Company, who was appointed on October 28, 2024, made payment to vendors of $25,145 and $2,154 on behalf of the Company, respectively. During the year ended December 31, 2025, the director was repaid $27,299 and loaned $8,901$36,200. As of December 31, 2025 and December 31, 2024, the amount due from the director of the Company was $8,901 and the amount due to a director of the Company was $2,154, respectively.
During the year ended December 31, 2025, the director of Goldfinch Group Co., Ltd. (Hong Kong) contributed to share capital $1,287 (HKD10,000) and made payment on incorporation and registration costs on behalf of the Company of $1,516. As of December 31, 2025, the amount due from the director of Goldfinch Group Co., Ltd. (Hong Kong) was $229.
As of December 31, 2025 and 2024, the amount due from the related parties was $9,130 and $15,000, respectively.
Due to related parties
Effective June 15, 2018, the Company entered a loan agreement with its former CEO. The lender agreed to lend a total of $50,000 payable in applicable instalments over the Term of the loan. The CEO agreed to an interest rate of 0% and a term of 5 years. Effective October 6, 2022, the CEO agreed to increase maximum amount of the loan to $100,000 and extend the term to 7 years or until June 15, 2025. During the three months ended March 31, 2024, the former director of the Company who resigned on August 28, 2024 upon change of control, made payments to vendors on behalf of the Company of $27,491. During the year ended December 31, 2024, imputed interest of $2,605 was incurred and recorded to additional paid-in capital. Upon their resignation on August 28, 2024, the loan to the former director of $104,696 was forgiven and recorded to additional paid in capital. The amount due under the loan was $0 as of December 31, 2025 and December 31, 2024, respectively.
During the year ended December 31, 2025, a director of Goldfinch Group Holdings Ltd. BVI made payment on incorporation and registration costs on behalf of its wholly subsidiary Crestar Holding Ltd. of $2,013. As of December 31, 2025, the amount due to the director of Goldfinich BVI was $2,013.
As of December 31, 2025 and December 31, 2024, the amount due to the related parties was $2,013 and $2,154, respectively.
Item 14. Principal Accountant Fees and Services
The aggregate fees billed for the year ended December 31, 2025 and 2024 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:
Year Ended December 31, 2025 and 2024
Fee Category |
| Year Ended December 31, 2025 |
|
| Year Ended December 31, 2024 |
| ||
|
|
|
|
|
|
| ||
Audit Fees |
| $ | 49,775 |
|
| $ | 31,498 |
|
Audit-Related Fees |
|
| - |
|
|
| - |
|
Tax Fees |
|
| - |
|
|
| - |
|
All Other Fees |
|
| - |
|
|
| - |
|
Total Fees |
| $ | 49,775 |
|
| $ | 31,498 |
|
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PART IV
Item 15. Exhibits
Exhibit No. |
| Description |
31.1 |
| Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a). |
|
|
|
31.2 |
| Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a). |
|
|
|
32.1 |
| Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002. |
|
|
|
32.2 |
| Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002. |
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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, thereto duly authorized.
| Transuite.Org Inc. |
| |
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Dated May 22, 2026 | By: | /s/ Mengqing Fan |
|
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| Mengqing Fan |
|
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| Title: CEO, Director, Chairwoman of the Board |
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Dated May 22, 2026 | By: | /s/ Hailiang Li |
|
|
| Hailiang Li |
|
|
| Title: CFO |
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