Transuite.org notifies late 2025 10-K filing

Transuite.org Inc. submitted a Form 12b-25 notifying the SEC that its Form 10-K for the year ended December 31, 2025 could not be filed on time due to difficulties finalizing audit materials that could not be eliminated without unreasonable effort or expense.

Accepted by SEC EDGAR 03/30/2026 - 05:33 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Transuite.org Inc. submitted a Form 12b-25 notifying the SEC that its Form 10-K for the year ended December 31, 2025 could not be filed on time due to difficulties finalizing audit materials that could not be eliminated without unreasonable effort or expense.

The filing discloses a $32,000,000 net loss for 2025 versus $375,000 in 2024, largely driven by approximately $32,000,000 of stock-based compensation issued to consultants. The company recognized total revenue of approximately $118,000 in 2025, reported total assets of roughly $15,000,000 as of December 31, 2025 (including about $14,700,000 of goodwill), and total liabilities of approximately $82,000.

Insights

Financial Reporting Specialist

Late 10-K stems from audit completion issues tied to complex acquisitions and sizable noncash charges.

The company states the Form 10-K was delayed because audit materials could not be finalized without unreasonable effort or expense. The filing explicitly links large, noncash stock-based compensation (~$32,000,000) and acquisition-related items to the 2025 results.

Key dependencies include completion of audit work around purchase accounting and valuation of goodwill and deferred share issuance cost; subsequent periodic filings should confirm auditors' adjustments and any revised metrics.

M&A / Accounting Analyst

Multiple 2025 acquisitions created material balance-sheet items requiring audit scrutiny.

The filing notes eight acquired entities producing about $14,700,000 of goodwill and an increase in deferred share issuance cost (~$690,000), which explain most of the asset growth to $15,000,000 as of December 31, 2025.

Future filings should disclose purchase price allocation details and any impairment testing results; until the 10-K is filed, the precise accounting treatment and potential adjustments remain to be reported.

Key Figures

Net loss 2025: $32,000,000 Net loss 2024: $375,000 Stock-based compensation: $32,000,000 +5 more

8 metrics

Net loss 2025 $32,000,000 year ended December 31, 2025

Net loss 2024 $375,000 year ended December 31, 2024

Stock-based compensation $32,000,000 common stock issued to consultants in 2025

Revenue 2025 $118,000 recognized from acquired entities in 2025

Total assets $15,000,000 as of December 31, 2025

Goodwill $14,700,000 generated from acquisitions in 2025

Total liabilities $82,000 as of December 31, 2025

Deferred share issuance cost $690,000 increase recorded in 2025

Key Terms

Rule 12b-25, stock-based compensation, goodwill, deferred share issuance cost

4 terms

Rule 12b-25 regulatory

"filed a Form 12b-25 notifying the SEC that its Form 10-K could not be filed on time"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

stock-based compensation financial

"incurred stock-based compensation of approximately $32,000,000"

Stock-based compensation is when a company pays employees, directors or consultants with shares or the right to buy shares instead of or in addition to cash. It matters to investors because issuing stock or options spreads ownership thinner (like cutting a pie into more slices), which can reduce each existing share’s claim on profits and can also change reported earnings; investors watch it to assess true cost of running the business and how management is incentivized.

goodwill financial

"goodwill of approximately $14,700,000 generated from acquisition"

Goodwill is the extra value a buyer pays for a company above the measurable worth of its buildings, inventory and other tangible items, reflecting things like brand reputation, customer loyalty and expected future profits. Think of paying more for a café because of its famous name and regulars rather than its furniture alone. It matters to investors because changes in goodwill — for example a write-down if expected benefits don’t materialize — can reduce reported earnings and signal that past acquisitions aren’t delivering as hoped.

deferred share issuance cost financial

"increase in deferred share issuance cost of approximately $690,000"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Why did TRSO file a Form 12b-25 instead of the 2025 10-K?

Because audit materials could not be finalized without unreasonable effort or expense. The company cites difficulties completing audit work tied to acquisitions and related accounting, delaying the timely filing of the Form 10-K for the year ended December 31, 2025.

How large was Transuite.org's net loss for 2025 as disclosed in the notification?

Net loss for 2025 was approximately $32,000,000. The filing attributes most of this to about $32,000,000 of stock-based compensation issued to consultants, while reported revenue for 2025 was approximately $118,000.

What balance-sheet changes did TRSO report for year-end 2025?

Total assets rose to about $15,000,000 as of December 31, 2025. This increase mainly reflects roughly $14,700,000 of goodwill from acquisitions and approximately $690,000 of deferred share issuance cost recognized in 2025.

Did Transuite.org report significant liability changes in 2025?

Total liabilities decreased to approximately $82,000 as of December 31, 2025. The filing attributes the decline to conversion of a convertible note (~$154,000) and settlement of loans (~$148,000) through the issuance of common stock.

Will TRSO file the delayed Form 10-K and when?

The Form 12b-25 states the delay is due to audit finalization issues. The notification does not provide a specific filing date for the Form 10-K; the company must file the report within the relief period allowed under Rule 12b-25 if eligible.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check One):	☒     Form 10-K            ☐     Form 20-F            ☐     Form 11-K            ☐     Form 10-Q            ☐     Form 10-D            ☐     Form N-CEN           ☐     Form N-CSR
	For period ended: December 31, 2025 ☐     Transition Report on Form 10-K ☐     Transition Report on Form 20-F ☐     Transition Report on Form 11-K ☐     Transition Report on Form 10-Q ☐     Transition Report on Form N-SAR For the transition period ended:

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates:

PART I—REGISTRANT INFORMATION

TRANSUITE.ORG INC.

Full Name of Registrant

732 S 6th St # 4304

Address of Principal Executive Office (Street and Number)

Las Vegas, NV 89101

City, State and Zip Code

PART II—RULE 12b-25(b) and (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

☒	(a)	The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
☒	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
☐	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III—NARRATIVE

State below in reasonable detail the reason why Forms 10-K, 20-F, 11-K, 10-Q, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period. 

The Registrant’s Form 10-K for the year ended December 31, 2025 could not be filed within the prescribed time period due to difficulties finalizing the materials required to complete the Registrant’s audit, which could not be eliminated without unreasonable effort or expense.

PART IV—OTHER INFORMATION

(1) Name and telephone number of person to contact with regard to this notification.

Mengqing Fan		(775)		295-4295
(Name)		(Area Code)		(Telephone Number)

(2)	Have all other periodic reports required under Section 13 or 15(d) or the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).
	☒ Yes          ☐ No
(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
	☒ Yes          ☐ No

During the year ended December 31, 2025, net loss increased to approximately $32,000,000 from $375,000 during the year ended December 31, 2024. During the year ended December 31, 2025, the Company incurred stock-based compensation of approximately $32,000,000 for common stock issued to consultants for service rendered. During the year ended December 31, 2025, the Company acquired eight entities and recognized total revenue of approximately $118,000.

Total assets increased from approximately $72,000 as of December 31, 2024 to approximately $15,000,000 as of December 31, 2025 mainly due to an increase in deferred share issuance cost of approximately $690,000 and goodwill of approximately $14,700,000 generated from acquisition of multiple entities during the year 2025.

Total liabilities decreased from approximately $374,000 as of December 31, 2024 to $82,000 as of December 31, 2025 mainly due to the conversion of convertible note of approximately $154,000 and settlement of loans of approximately $148,000 through the issuance of common stock.

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reason why a reasonable estimate of the results cannot be made.

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TRANSUITE.ORG INC.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned heretofore duly authorized.

Date:  March 30, 2025	By:	/s/ Mengqing Fan
		Mengqing Fan
		Chief Executive Officer

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