Transuite.Org (OTCQB: TRSO) posts Q1 2026 loss as Web3 and e-bike ventures grow
Transuite.Org Inc. reported a larger Q1 2026 loss as it pivots into Web3, digital asset and infrastructure platforms. Revenue reached $121,784, up from zero a year earlier, mainly from e-bike charging and online medical education services. The company posted a net loss of $3,253,813, driven largely by $3,317,607 of non-cash stock-based compensation linked to strategic services and prior grants.
Total assets were $496,370, with cash of $4,545 and positive working capital of $108,897 after reducing stock payable. Stockholders’ equity improved to $109,931 from a prior deficit, helped by share issuances for debt settlement, acquisitions and services. However, the accumulated deficit rose to $40,815,538 and management again raised substantial doubt about the company’s ability to continue as a going concern, stating it will rely on additional debt and equity financing and an equity purchase agreement of up to $10 million with Williamsburg Venture Holdings to fund operations.
Positive
- First meaningful revenue and segment expansion: Q1 2026 revenue reached $121,784, up from zero a year earlier, driven by e‑bike charging solutions and online medical education, reflecting early traction from the company’s new digital infrastructure and technology segments.
- Improved balance sheet position: Stockholders’ equity improved from a deficit of $(472,436) to a positive $109,931, and working capital moved to $108,897, aided by converting debt and payables into equity and reducing stock payable liabilities.
Negative
- Persistent large losses and heavy stock-based compensation: Net loss was $3,253,813 for Q1 2026, with $3,317,607 of stock-based compensation, signaling substantial dilution and high non-cash expenses relative to the company’s small revenue base.
- Going concern uncertainty and minimal cash: Management disclosed substantial doubt about the ability to continue as a going concern, with only $4,545 of cash at March 31, 2026 and dependence on future debt and equity financing to fund operations.
Insights
Q1 shows first revenue but heavy non-cash losses and going‑concern pressure.
Transuite.Org generated Q1 2026 revenue of $121,784, its first meaningful sales, mainly from e-bike charging and online medical education. Yet the company reported a net loss of $3,253,813, largely from $3,317,607 in stock-based compensation tied to prior awards and strategic arrangements.
Working capital turned positive at $108,897, and stockholders’ equity moved to a small surplus of $109,931, helped by issuing shares for debt settlement, acquisitions and consultant services. However, cash remained very low at $4,545, and accumulated deficit climbed to $40,815,538, while operating cash outflow was modest at $5,483 only because expenses were mostly non-cash.
Management explicitly notes substantial doubt about continuing as a going concern and plans to rely on related‑party support, loans and equity issuance, including an equity purchase facility of up to $10,000,000. Future filings for periods after March 31, 2026 will show whether new capital actually arrives and whether revenue from e-bike charging and digital platforms scales enough to offset ongoing dilution and operating losses.
Key Figures
Key Terms
going concern financial
stock-based compensation financial
Equity Purchase Agreement financial
Web3 infrastructure technical
digital asset service provider regulatory
intelligent infrastructure technical
U.S.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Mark One
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ______ to _______
Commission File No.
(Exact name of registrant as specified in its charter) |
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(State or Other Jurisdiction of Incorporation or Organization) |
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(Address and telephone number of principal executive offices)
Indicate by checkmark whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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. (Check one)
Large accelerated filer | ☐ | Accelerated filer | ☐ |
☒ | Smaller reporting company | ||
(Do not check if a 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 13(a) of the Exchange Act.
Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
Applicable Only to Issuer Involved in Bankruptcy Proceedings During the Preceding Five Years. N/A
Indicate by checkmark whether the issuer has filed all documents and reports required to be filed by Section 12, 13 and 15(d) of the Securities Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court. Yes ☐ No ☒
Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date.
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION |
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Item 1. | Unaudited Condensed Consolidated Financial Statements |
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Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. | Quantitative and Qualitative Disclosures About Market Risk |
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Item 4. | Controls and Procedures |
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PART II - OTHER INFORMATION |
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Item 1. | Legal Proceedings |
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Item 1A. | Risk Factors |
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Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds |
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Item 3. | Defaults Upon Senior Securities |
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Item 4. | Mine Safety Disclosures |
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Item 5. | Other Information |
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Item 6. | Exhibits |
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SIGNATURES |
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Transuite.Org Inc.
Condensed Consolidated Balance Sheets
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ASSETS |
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Current Assets |
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Cash and cash equivalents |
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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, net |
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Total Assets |
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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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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' EQUITY (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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Less: Treasury Stock |
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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' Equity (Deficit) |
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
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Transuite.Org Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
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Revenues |
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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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Professional fees (including stock-based compensation of $3,306,511 and $408,851, respectively) |
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Professional fees - related party (including stock-based compensation of $11,096 and $0, respectively) |
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Depreciation and Amortization |
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Total operating expenses |
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Net loss from operations |
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Interest expense |
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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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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 |
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Total comprehensive loss |
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Less: Comprehensive loss attributable to noncontrolling interest |
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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 condensed consolidated financial statements.
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Transuite.Org Inc.
Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit)
For the three months ended March 31, 2026 and March 31, 2025
(Unaudited)
For three months ended March 31, 2026
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Balance, December 31, 2025 (Audited) |
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Issuance of common stock for debt settlement |
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Issuance of common stock for acquisition of Goldfinch Group Co. Ltd. HK |
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Issuance of common stock to non-affiliates for services |
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Issuance of common stock to SolanAI Global Ltd. as treasury stock |
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Cancellation of common stock issued to non-affiliates for services |
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Stock-based compensation incurred from deferred compensation |
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Other comprehensive loss |
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Net loss |
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Balance, March 31, 2026 (Unaudited) |
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For three months ended March 31, 2025
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Balance, December 31, 2024 (Audited) |
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Stock-based compensation |
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Issuance of common stock as commitment shares |
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Issuance of common stock for conversion of convertible note |
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Net loss |
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Balance, March 31, 2025 (Unaudited) |
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Transuite.Org Inc.
Condensed Consolidated Statements of Cash Flows
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Cash Flows from Operating Activities: |
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Net loss |
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Adjustments to reconcile net loss to net cash used in operating activities: |
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Accrual of unvested incentive stock |
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Cancellation of common stock issued to non-affiliates for services |
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Changes in operating assets and liabilities: |
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Prepaid expense |
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Deferred Share Issuance Cost |
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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 Financing Activities: |
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Proceeds from loan payable – related party |
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Net Cash Provided by Financing Activities |
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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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Cash at bank |
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Funds held in trust |
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Supplemental Disclosure Information: |
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Cash paid for interest |
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Cash paid for taxes |
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Non-Cash Disclosure: |
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Issuance of common stock as commitment shares |
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Issuance of common stock to non-affiliates for services |
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Issuance of common stock to SolanAI Global Ltd. as treasury stock |
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Issuance of common stock for debt settlement |
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Issuance of common stock for acquisition of Goldfinch Group Co. Ltd. HK |
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Cancellation of common stock issued to non-affiliates for services |
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| $ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
| 6 |
| Table of Contents |
Transuite.Org Inc.
Notes to the Consolidated Financial Statements
March 31, 2026
(Unaudited)
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.
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.
| 7 |
| Table of Contents |
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 fiscal 2025 and the three months ended March 31, 2026.
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
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
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
As of March 31, 2026, 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.
| 8 |
| Table of Contents |
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.
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.
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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| Acquisition | |||
Entity |
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| Currency |
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Transuite. Org. Inc. |
| Parent |
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| USD |
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Goldfinch Group Holdings Ltd. (BVI) (Note 1) |
| Subsidiary |
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| % |
| CNY |
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Crestar Holdings Ltd. (Hong Kong) |
| Subsidiary |
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| % |
| HKD |
| |||
Jiansheng (Shenzhen) Technology Co., Ltd. |
| Subsidiary |
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| % |
| CNY |
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Solan (Shenzhen) Technology Co., Ltd. |
| Subsidiary |
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| % |
| CNY |
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Xirangsheng (Shenzhen) Health Technology Co., Ltd. |
| Subsidiary |
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| % |
| CNY |
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Goldfinch Group Co., Ltd. (Hong Kong) |
| Subsidiary |
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| % |
| HKD |
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Goldfinch-Chong (Fuzhouu) Technology Co., Ltd. |
| Subsidiary |
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| % |
| CNY |
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SolanAI Global Ltd. (Hong Kong) |
| Subsidiary |
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| % |
| HKD |
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Yuan Qi (Shenzhen) AI Co., Ltd. |
| Subsidiary |
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| % |
| CNY |
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Note 1:
| 9 |
| Table of Contents |
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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Spot USD:HKD exchange rate |
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Average USD:HKD exchange rate |
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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.
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.
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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 March 31, 2026 and December 31, 2025, the Company had bank balances of $
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 March 31, 2026 and December 31, 2025, 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 March 31, 2026 and December 31, 2025, there were $
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.
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During fiscal year 2022 to 2023, the Company capitalized website development and databases costs of $
Net book value as of December 31, 2023 |
| $ |
| |
Additions |
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| |
Disposal |
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| |
Amortization |
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| ( | ) |
Net book value as of December 31, 2024 |
|
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Additions |
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Disposal |
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| |
Amortization |
|
| ( | ) |
Impairment |
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| ( | ) |
Net book value as of December 31, 2025 |
| $ |
|
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 March 31, 2026 and December 31, 2025, the Company has e-charging equipment of $
Balance as of December 31, 2024 |
| $ |
| |
Addition |
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|
| |
Disposal |
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Depreciation |
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Balance as of December 31, 2025 |
| $ |
| |
Addition |
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Disposal |
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| |
Depreciation |
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| ( | ) |
Foreign Exchange Adjustment |
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Balance as of March 31, 2026 |
| $ |
|
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.
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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 three months ended March 31, 2026, the Company’s revenue was primarily derived from our e-bike charging management solutions and on-line medical education.
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 three months ended March 31, 2026, and 2025 the Company’s 51% owned subsidiary Goldfinch-Chong (Fuzhou) Technology Co., Ltd. recognized e-bike charging revenue of $
During the three months ended March 31, 2026, and 2025 the Company’s wholly owned subsidiary Solan (Shenzhen) Technology Co., Ltd. recognized online medical education revenue of $
During the three months ended March 31, 2026 and 2025, the Company recognized total revenue of $
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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.
During the three months ended March 31, 2026, the Company granted restricted common stock to consultants for services at aggregate valuation of $
Pursuant to a cooperation agreement signed with Honwo Technology Holding Ltd, the Company issued
During the three months ended March 31, 2026, the Company recorded stock-based compensation of $
During the three months ended March 31, 2026 and March 31, 2025, the Company recorded total stock-based compensation 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.
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 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.
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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.
Recent Adopted Accounting Standards
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. The adoption of ASU 2025-05 has not had a material effect on the Company’s statements and disclosures.
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
.
As of March 31, 2026 and December 31, 2025, the deferred share issuance cost aggregated to $
As of March 31, 2026 and 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.
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 $
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On March 31, 2026, the Company entered into a loan agreement with a non-affiliate party at $
Interest expense for the three months ended March 31, 2026 and 2025 were $
As of March 31, 2026 and December 31, 2025, the loan payable was $
NOTE 6 – 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 three months ended March 31, 2026 and 2025 and recorded balances as of March 31, 2026 and December 31, 2025, respectively.
Name of Related Party |
| Relationship to the Company |
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. and Solan (Shenzhen) Technology Co., Ltd. |
Zeng Lianghui |
| Director of Goldfinch-Chong (Fuzhou) Technology Co., Ltd. |
Qianglong Zeng |
| Former Director of Transuite.Org. Inc. resigned on February 12, 2026 |
2) Balances with related parties
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Non-trade |
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Amount due from Mengqing Fan |
| $ |
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| $ |
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Amount due to related parties |
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Non-trade |
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Amount due to Xiaohuan Song |
| $ |
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| $ |
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Amount due to Zeng Lianghui |
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Amount due to Hailiang Li |
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| $ |
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| $ |
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3) Transactions with related parties
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| For the |
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| three months ended |
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| three months ended |
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| March 31, 2026 |
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| March 31, 2025 |
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Advancement from Mengqing Fan for Transuite.Org. Inc. operation expenses |
| $ |
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| $ |
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Repayment to Mengqing Fan for her advancement to Transuite Org. |
| $ | ( | ) |
| $ |
| |
Advancement from Hailiang Li for Xirangsheng Health Technology operation expenses |
| $ |
|
| $ |
| ||
Advancement from Hailiang Li for Solan (Shenzhen) Technology Co., Ltd.operation expenses |
| $ |
|
| $ |
| ||
Stock-based compensation expense incurred from issuance of common stock to Qianglong Zeng for services |
| $ |
|
| $ |
| ||
| 16 |
| Table of Contents |
NOTE 7 - EQUITY
Preferred Shares
On April 14, 2026, the Company filed Amended and Restated Articles of Incorporation establishing
Common Shares
Three Months Ended March 31, 2026
On April 14, 2026, the Company filed Amended and Restated Articles of Incorporation increasing the number of authorized common shares from
On January 2, 2026, the Company issued
On January 16, 2026, the Company issued
On March 31 2026, the Company issued
From January to February 2026,
Pursuant to a cooperation agreement entered with Honwo Technology Holding Limited (“Honwo”) to establish a strategic collaboration framework in Web3 technology and related business development on February 21, 2026, the Company issued
On February 23, 2026, pursuant to the agreement signed on February 21, 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
Three Months Ended March 31, 2025
On February 25, 2025, the Company issued an aggregate of
During the three months ended March 31, 2025, upon the execution of the Equity Purchase Agreement with Williamburg Venture Holding, LLC, the Company issued an aggregate of
On March 06, 2025, a convertible note of $
As of March 31, 2026 and December 31, 2025, the issued and outstanding common stock was
| 17 |
| Table of Contents |
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
Pursuant to a cooperation agreement signed with Honwo Technology Holding Ltd, the Company issued
As of March 31, 2026 and December 31, 2025, the stock payable was $
NOTE 8 – CONCENTRATION OF RISK
Major Customers
For the three months ended March 31, 2026, the Company generated total revenue of $
As of March 31, 2026
NOTE 9 - 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 three months ended March 31, 2026 and March 31, 2025 were comprised of the following:
|
| For the |
|
| For the |
| ||
|
| three months ended |
|
| three months ended |
| ||
|
| March 31, |
|
| March 31, |
| ||
|
| 2026 |
|
| 2025 |
| ||
Tax jurisdiction from: |
| $ |
|
| $ |
| ||
- Local |
|
|
|
|
| ( | ) | |
- Foreign, representing: |
|
|
|
|
|
|
|
|
China |
|
|
|
|
| ( | ) | |
Hong Kong |
|
| ( | ) |
|
|
| |
Income (Loss) before income taxes |
| $ |
|
| $ | ( | ) | |
| 18 |
| Table of Contents |
A reconciliation between expected income taxes and the income tax net expense included in the statements of operations for the three months ended March 31, 2026 and 2025 is as follows:
|
| For the |
|
| For the |
| ||
|
| three months ended |
|
| three months ended |
| ||
|
| March 31, 2026 |
|
| March 31, 2025 |
| ||
|
| Total |
|
| Total |
| ||
Net income (loss) before income tax |
| $ | ( | ) |
| $ | ( | ) |
Statutory tax Rate |
|
| % |
|
| % | ||
Tax (benefit) expense at the statutory tax rate |
|
| ( | ) |
|
| ( | ) |
Tax effect of |
|
|
|
|
|
|
|
|
Stock-based compensation |
|
|
|
|
|
| ||
Changes in valuation allowance |
|
| ( | ) |
|
|
| |
Income tax expense (benefit) per book |
| $ |
|
| $ |
| ||
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 March 31, 2026 and December 31, 2025, are as follows:
|
| March 31, |
|
| March 31, |
|
| March 31, |
|
| December 31, |
|
| December 31, |
|
| December 31, |
| ||||||
|
| 2026 |
|
| 2026 |
|
| 2026 |
|
| 2025 |
|
| 2025 |
|
| 2025 |
| ||||||
|
| USA |
|
| China/HK |
|
| Total |
|
| USA |
|
| China/HK |
|
| Total |
| ||||||
Net operating loss carryforward |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||||
Statutory tax rate |
|
| % |
|
| % |
|
| % |
|
| % |
|
| % |
|
| % | ||||||
Deferred tax asset |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Less: Valuation allowance |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Net deferred asset |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||||
The valuation allowance increased by $
NOTE 10 – 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 March 31, 2026, 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. |
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 three months ended March 31, 2026, 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 three months ended March 31, 2026 and 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.
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.
| 19 |
| Table of Contents |
Segment by Entity and Operations
Three Months Ended March 31, 2026
Entity |
| Transuite |
|
| Solan (Shenzhen) |
|
| Xirangsheng |
|
| Goldfinch HK |
|
| Goldfinch-Chong |
|
| SolanAI Global HK |
|
| Jiansheng & Yuan Qi |
|
| Goldfinch BVI & Crestar HK |
|
|
| ||||||||||
Operation |
| Technology & |
|
| Online medical |
|
| Online health |
|
| Charging |
|
| E-bike |
|
| Web 3 |
|
| AI Software |
|
| Corporate/ |
|
|
| ||||||||||
|
| Consulting |
|
| Education |
|
| Technology |
|
| Infrastructure |
|
| Charging |
|
| Infrastructure |
|
| Development |
|
| Holding |
|
| Total |
| |||||||||
Revenue |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||||||
Cost of sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Gross Profit |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment Loss |
| $ | ( | ) |
| $ |
|
| $ | ( | ) |
| $ |
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) |
| $ |
|
| $ | ( | ) | ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||||||
Three Months Ended March 31, 2025
Entity |
| Transuite |
|
| Solan (Shenzhen) |
|
| Xirangsheng |
|
| Goldfinch HK |
|
| Goldfinch-Chong |
|
| SolanAI Global HK |
|
| Yuan Qi |
|
| Goldfinch BVI & Crestar HK |
|
|
| ||||||||||
Operation |
| Technology & |
|
| Online medical |
|
| Online medical |
|
| Online medical |
|
| Online medical |
|
| Online medical |
|
| Software |
|
|
|
|
| |||||||||||
|
| Consulting |
|
| Education |
|
| Education |
|
| Education |
|
| Education |
|
| Education |
|
| Development |
|
| Corporate |
|
| Total |
| |||||||||
Revenue |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||||||
Cost of sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Gross Profit |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment Loss |
| $ | ( | ) |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||||||
| 20 |
| Table of Contents |
Segment by Geographical locations
Three Months Ended March 31, 2026
|
| USA |
|
| China |
|
| Hong Kong |
|
| Total |
| ||||
Revenue |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Cost of sales |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Gross profit |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from operations |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
| ( | ) | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expenses) |
|
| (111 | ) |
|
|
|
|
|
|
|
| ( | ) | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
| $ | ( | ) |
| $ |
|
| $ | ( | ) |
| $ | ( | ) | |
As of March 31, 2026
|
| USA |
|
| China |
|
| Hong Kong |
|
| Total |
| ||||
Current Assets |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Property and Equipment, net |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Three Months Ended March 31, 2025
|
| USA |
|
| China |
|
| Hong Kong |
|
| Total |
| ||||
Revenue |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Cost of sales |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Gross profit |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from operations |
|
| ( | ) |
|
|
|
|
|
|
|
| ( | ) | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expenses) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
| $ | ( | ) |
| $ | ( | ) |
| $ |
|
| $ | ( | ) | |
As of March 31, 2025
|
| USA |
|
| China |
|
| Hong Kong |
|
| Total |
| ||||
Current Assets |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Intangible Assets, net |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
| 21 |
| Table of Contents |
NOTE 11 – SUBSEQUENT EVENTS
In accordance with ASC 855, “Subsequent Events,” the Company has analyzed its operations subsequent to March 31, 2026 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.
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
Agreement with Williamsburg Venture Holdings, LLC
On May 21, 2026, the Company entered into a Prepayment Reimbursement and Stock Issuance Agreement with Williamsburg Venture Holdings, LLC and issued
Cooperation Agreement with AEEC
On March 10, 2026, the Company entered into a Cooperation Agreement with AEEC International Pty Ltd. (“AEEC”).Under the Agreement, TRSO, through Crestar Holdings Limited, intends to acquire
Other Share Issuances
On June 1, 2026, the Company entered into a consulting agreement with Everpolar Int’l HK Holding Ltd. for non-exclusive corporate management and marketing service with a one year service term for consideration of
From June 1 to June 3, 2026, the Company issued an aggregate of
Except as described above, the Company did not identify any additional material subsequent events requiring disclosure.
| 22 |
| Table of Contents |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
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.
| 23 |
| Table of Contents |
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.
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.
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.
| 24 |
| Table of Contents |
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.
Results of Operations for the three months ended March 31, 2026 and March 31, 2025
Results of Operations
The following summary of our operations should be read in conjunction with our audited financial statements for the three months ended March 31, 2026 and 2025, which are included herein.
|
| Three Months Ended |
|
|
|
|
|
|
| |||||||
|
| March 31, |
|
|
|
|
|
|
| |||||||
|
| 2026 |
|
| 2025 |
|
| Changes |
|
| % |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Revenue |
| $ | 121,784 |
|
| $ | - |
|
| $ | 121,784 |
|
|
| 100 | % |
Operating expenses |
|
| 3,363,356 |
|
|
| 483,328 |
|
|
| 2,880,028 |
|
|
| 596 | % |
Other expenses |
|
| 81 |
|
|
| 3,069 |
|
|
| (2,988 | ) |
| (97 | )% | |
Net Loss |
| $ | 3,253,813 |
|
| $ | 486,397 |
|
| $ | 2,877,040 |
|
|
| 592 | % |
| 25 |
| Table of Contents |
During the three months ended March 31, 2026 and 2025, the Company generated revenue of $121,784 and $0, respectively. During the three months ended March 31, 2026, the Company generated revenue from it 51% owned subsidiary Goldfinch-Chong Technology Co., Ltd.’s e-bike charging management solutions of $120,640 and its wholly owned subsidiary Solan (Shenzhen) Technology Co., Ltd.’s online medical education of $1,144, respectively.
Net loss increased during the three months ended March 31, 2026 mainly due to the increase in operating expense.
Operating expenses increased during the three months ended March 31, 2026 primarily due the increases in stock-based compensation, audit fees and accounting fees. During the three months ended March 31, 2026, the Company recorded total stock-based compensation of $3,317,607.
Liquidity and Capital Resources
The following table provides selected financial data about the Company as of March 31, 2026 and December 31, 2025
Working Capital
|
| As of |
|
| As of |
|
|
|
|
|
|
| ||||
|
| March 31, |
|
| December 31, |
|
|
|
|
|
|
| ||||
|
| 2026 |
|
| 2025 |
|
| Changes |
|
| % |
| ||||
|
|
|
|
|
|
|
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|
|
|
|
| ||||
Current Assets |
| $ | 454,646 |
|
| $ | 320,301 |
|
| $ | 134,345 |
|
|
| 42 | % |
Current Liabilities |
| $ | 345,749 |
|
| $ | 809,897 |
|
| $ | (464,148 | ) |
| (57 | )% | |
Working Capital (Deficiency) |
| $ | 108,897 |
|
| $ | (489,596 | ) |
| $ | (329,803 | ) |
|
| 67 | % |
As at December 31, 2025, our Company had a working capital of $108,897 compared with a working capital deficiency of $489,596 as at December 31, 2025. The increase in working capital was primarily due to the increase in accounts receivable and prepaid expense and the decrease in stock payable.
Cash Flows
Year Ended December 31, 2025 compared to the year ended December 31, 2024
|
| Three Months Ended |
|
|
|
|
|
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| |||||||
|
| March 31, |
|
|
|
|
|
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| |||||||
|
| 2026 |
|
| 2025 |
|
| Changes |
|
| % |
| ||||
|
|
|
|
|
|
|
|
|
|
|
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| ||||
Cash flows used in operating activities |
| $ | (5,484 | ) |
| $ | (72,146 | ) |
| $ | 66,662 |
|
| (92 | )% | |
Cash flows provided by investing activities |
|
| (26,521 | ) |
|
| - |
|
|
| (26,521 | ) |
|
| 100 | % |
Cash flows provided by financing activities |
|
| 33,427 |
|
|
| 56,426 |
|
|
| (22,999 | ) |
| (41 | )% | |
Net changes in cash |
| $ | 840 |
|
| $ | (15,720 | ) |
| $ | 17,142 |
|
| (109 | )% | |
| 26 |
| Table of Contents |
Cash Flow from Operating Activities
We have not generated positive cash flow from operating activities. During the three months ended March 31, 2026, net cash used in operating activities was $5,484 compared to $72,146 used during the three months ended March 31, 2026.
Cash flows used in operating activities during the three months ended March 31, 2026, comprised of a net loss of $3,253,813, which was reduced by total stock-based compensation of $3,317,607and depreciation of $2,196, and was increased by net changes in operating assets and liabilities of $71,474.
Cash flows used in operating activities during the three months ended March 31, 2025, comprised of a net loss of $486,397 which was reduced by stock-based compensation of $408,851 and amortization of $3,228 and net changes in operating assets and liabilities of $2,172.
Cash Flow from Investing Activities
During the three months ended March 31, 2026, the Company acquired equipment of $26,521.
During the three months ended March 31, 2025, we did not have any investing activities.
Cash Flow from Financing Activities
During the three months ended March 31, 2026 and 2025, we had net cash provided by financing activities of $33,427 and $56,426, respectively.
During the three months ended March 31, 2026, we received advancement from non-affiliates of $40,692 and advancement from the director of Xirangsheng (Shenzhen) Health Technology Co., Ltd. and Solan (Shenzhen) Technology Co., Ltd. of $27,158 offset by repayment to the director of Transuite of $10,900.
During the three months ended March 31, 2025, we received advancement from on-affiliates of $46,820 and advancement from the former director of Transuite of $2,154 for payment made to vendors on behalf of the Company.
Going Concern
As of March 31, 2026, we had an accumulated deficit of $40,815,538 and negative operating cash flow of $5,484 for the three months ended March 31, 2026. Management notes, however, that a substantial portion of the Company’s reported operating expenses for three months ended March 31, 2026 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.
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. |
| 27 |
| Table of Contents |
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 three months ended March 31, 2026 consisted of non-cash stock-based compensation associated with strategic services, corporate restructuring, and platform expansion initiatives. Management believes the Company’s 2026 financial results should be evaluated in the context of its broader strategic repositioning and non-cash capitalization activities.
Management believes that 2026 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 three months ended March 31, 2026 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.
| 28 |
| Table of Contents |
Item 3. Quantitative and Qualitative Disclosures About Market Risk
As a “smaller reporting company”, we are not required to provide the information required by this Item.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the SEC’s rules. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of March 31, 2026. Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective as of March 31, 2026.
Our disclosure controls and procedures reflect the company’s current stage of development and organizational structure. Currently, our Chief Executive Officer and Director assumes core responsibility for financial processes, including the identification, authorization, approval, accounting for, and disclosure of significant estimates, related-party transactions, and unusual transactions. We are evaluating and planning to implement additional control measures, including the introduction of independent review mechanisms, to further enhance the effectiveness and reliability of our internal controls.
Changes in Internal Control Over Financial Reporting
During the period covered by this report there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitations on the Effectiveness of Internal Controls
Our management do not expect that our disclosure controls and procedures or our internal control over financial reporting are or will be capable of preventing or detecting all errors or all fraud. Any control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements, due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns may occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risk.
| 29 |
| Table of Contents |
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 1A. Risk Factors
As a “smaller reporting company”, we are not required to provide the information required by this Item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On January 2, 2026, the Company issued 2,140,016 common shares for the settlement of loan payable of $128,401 in pursuant to the settlement agreement entered on December 3, 2025. (Note 5)
On January 16, 2026, the Company issued 666,666 common shares for the settlement of a trade payable of $40,000 in pursuant to the settlement agreement entered on December 3, 2025. (Note 5)
On March 31 2026, the Company issued 342,216 common shares for the settlement of loan payable of $20,533 in pursuant to the settlement agreement entered on December 3, 2025. (Note 5)
From January to February 2026, 3,500,000 common shares were issued as partial consideration for the acquisition of 51% equity interest in Goldfinch Group Co. Ltd. (Hong Kong) in pursuant to share exchange agreement entered on December 31, 2025. The remaining consideration of 1,500,000 common shares will be issued within year 2026.
Pursuant to a cooperation agreement entered with Honwo Technology Holding Limited (“Honwo”) to establish a strategic collaboration framework in Web3 technology and related business development on February 21, 2026, the Company issued 1,000,000 restricted common shares to Honwo as incentive shares valued at $190,000 on February 24, 2026.
On February 23, 2026, pursuant to the agreement signed on February 21, 2026, the Company issued 3,000,000 common shares to Solan AI Global Ltd for strategic support shares valued at $600,000. The shares were recorded as treasury stock in the Balance Sheet.
From January to February 2026, the Company issued an aggregate of 1,550,000 common shares valued at $155,000 to consultants for service rendered.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None
Item 6. Exhibits
31.1 |
| Certification of Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act |
|
|
|
32.1 |
| Certification of Chief Executive Officer and Chief Financial Officer Under Section 1350 as Adopted Pursuant Section 906 of the Sarbanes-Oxley Act |
| 30 |
| Table of Contents |
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. |
|
Dated June 16, 2026 | By: | /s/ Mengqing Fan |
|
|
| Mengqing Fan |
|
|
| Title: CEO, Director, Chairwoman of the Board |
|
Dated June 16, 2026 | By: | /s/ Hailiang Li |
|
|
| Hailiang Li |
|
|
| Title: CFO |
|
| 31 |