TRSO 10-Q
Transuite.Org Inc. (TRSO)
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) |
| 7370 |
| ||
(State or Other Jurisdiction of Incorporation or Organization) |
| (Primary Standard Industrial Classification Number) |
| (IRS Employer Identification Number) |
(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
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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| 2 |
| Table of Contents |
Transuite.Org Inc.
Condensed Consolidated Balance Sheets
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| June 30, |
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| December 31, |
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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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Accrued interest |
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Due to related parties |
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Convertible note (net of note discount of $ |
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Derivative 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' DEFICIT |
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Preferred Stock, par value $ |
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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 deficit attributed to Transuite.Org. Inc. |
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Non-controlling interest |
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Total Stockholders' Deficit |
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TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
| 3 |
| Table of Contents |
Transuite.Org Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
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| Three Months Ended |
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| June 30, |
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| 2026 |
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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 $4,305,637 and $6,651,250 for three months ended June 30, 2026 and 2025 and $7,612,148 and $7,060,100 for six months ended June 30, 2026 and 2025, respectively) |
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Professional fees - related party (including stock-based compensation of $11,219 and $0 for the three months ended June 30, 2026 and 2025 and $22,315 and $0 for six months ended June 30, 2026 and 2025, respectively) |
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Amortization and Depreciation |
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Total operating expenses |
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Net loss from operations |
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Other income (expense) |
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Loss on change in fair value of derivative liabilities |
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Interest expense |
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Loss from accounts payable settlement |
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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 income (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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Foreign currency adjustment |
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Total comprehensive loss |
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Less: Comprehensive income (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.
| 4 |
| Table of Contents |
Transuite.Org Inc.
Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit)
For the six months ended June 30, 2026 and June 30, 2025
(Unaudited)
For six months ended June 30, 2026
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| Additional |
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| Other |
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| Non- |
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| Total |
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| Comprehensive |
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| controlling |
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| Shares |
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| Amount |
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| Capital |
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| Deficit |
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| Income |
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| Compensation |
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| Stock |
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| Total |
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| Interest |
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Balance, December 31, 2025 (Audited) |
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| $ |
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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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| $ |
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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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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, June 30, 2026 (Unaudited) |
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| 5 |
| Table of Contents |
For six months ended June 30, 2025
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| Additional |
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| Total |
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| Accumulated |
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| controlling |
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| Amount |
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| Capital |
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| Deficit |
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| Total |
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| Interest |
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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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Stock-based compensation |
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Issuance of common stock as commitment shares |
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Net loss |
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Balance, June 30, 2025 (Unaudited) |
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| $ |
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| $ |
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| $ | ( | ) |
| $ |
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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.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
|
| Six Months Ended |
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| June 30, |
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| 2026 |
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| 2025 |
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Cash Flows from Operating Activities: |
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Net loss |
| $ | ( | ) |
| $ | ( | ) |
Adjustments to reconcile net loss to net cash used in operating activities: |
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Amortization on intangible assets |
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Depreciation on property and equipment |
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Issuance of common stock to non-affiliates for services |
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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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Stock-based compensation incurred from deferred compensation |
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Loss on change in fair value of derivative liabilities |
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Amortization of debt discount |
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Changes in operating assets and liabilities: |
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Accounts receivable |
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Other receivable |
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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 Provided by (Used in) Operating Activities |
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Cash Flows from Investing Activities: |
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Acquisition of property and equipment |
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Net Cash Used in Investing Activities |
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Cash Flows from Financing Activities: |
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Proceeds from issuance of convertible note |
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Proceeds from loans |
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Repayment to related party |
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Advancement from related party |
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Proceeds from loan payable – related party |
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Net Cash Provided by Financing Activities |
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Effect of exchange rate changes on cash |
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Net Change in Cash and Cash Equivalents |
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Cash and Cash Equivalents, beginning of period |
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Cash and Cash Equivalents, end of period |
| $ |
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| $ |
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Supplemental Disclosure Information: |
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Cash paid for interest |
| $ |
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| $ |
| ||
Cash paid for taxes |
| $ |
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| $ |
| ||
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Non-Cash Disclosure: |
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Debt discount from derivative liabilities |
| $ |
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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 |
| $ |
|
| $ |
| ||
Issuance of common stock for debt settlement |
| $ |
|
| $ |
| ||
Issuance of common stock for acquisition of Goldfinch Group Co. Ltd. HK |
| $ |
|
| $ |
| ||
Cancellation of common stock issued to non-affiliates for services |
| $ | ( | ) |
| $ |
| |
Conversion of convertible notes payable |
| $ |
|
| $ |
| ||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| 7 |
| Table of Contents |
Transuite.Org Inc.
Notes to the Consolidated Financial Statements
June 30, 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, intelligent new-energy infrastructure, 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.
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.
| 8 |
| Table of Contents |
The following completed acquisitions and entity formations expanded the Company’s operating platform during fiscal 2025 and the six months ended June 30, 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 AEEC International Pty Ltd. (“AEEC”). Under the Agreement, TRSO, through Crestar Holdings Limited, intends to acquire
As of June 30, 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.
| 9 |
| 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 unaudited 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., 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 |
| Date | ||
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 |
| |||
Crestar Holdings Ltd. (Hong Kong) |
| Subsidiary |
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| % |
| HKD |
| |||
Jiansheng (Shenzhen) Technology Co., Ltd. (Note 2) |
| Subsidiary |
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| % |
| CNY |
| |||
Solan (Shenzhen) Technology Co., Ltd. |
| Subsidiary |
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| % |
| CNY |
| |||
Xirangsheng (Shenzhen) Health Technology Co., Ltd. |
| Subsidiary |
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| % |
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| |||
Goldfinch Group Co., Ltd. (Hong Kong) |
| Subsidiary |
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| % |
| HKD |
| |||
Goldfinch-Chong (Fuzhouu) Technology Co., Ltd. |
| Subsidiary |
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| % |
| CNY |
| |||
SolanAI Global Ltd. (Hong Kong) |
| Subsidiary |
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| % |
| HKD |
| |||
Yuan Qi (Shenzhen) AI Co., Ltd. |
| Subsidiary |
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| % |
| CNY |
| |||
Note 1:
Note 2: Remaining
| 10 |
| 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.
|
| Six Months Ended |
| |||||
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Spot USD:HKD exchange rate |
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| 11 |
| Table of Contents |
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.
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 June 30, 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 June 30, 2026 and December 31, 2025, accounts receivable was $
| 12 |
| Table of Contents |
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 June 30, 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.
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 |
|
|
| |
Amortization |
|
| ( | ) |
Net book value as of December 31, 2024 |
|
|
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Additions |
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| |
Disposal |
|
|
| |
Amortization |
|
| ( | ) |
Impairment |
|
| ( | ) |
Net book value as of December 31, 2025 |
| $ |
|
| 13 |
| Table of Contents |
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 June 30, 2026 and December 31, 2025, the Company has e-charging equipment of $
Balance as of December 31, 2024 |
| $ |
| |
Addition |
|
|
| |
Disposal |
|
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| |
Depreciation |
|
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| |
Balance as of December 31, 2025 |
| $ |
| |
Addition |
|
|
| |
Disposal |
|
|
| |
Depreciation |
|
| ( | ) |
Foreign Exchange Adjustment |
|
|
| |
Balance as of June 30, 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.
| 14 |
| Table of Contents |
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 six months ended June 30, 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.
| 15 |
| Table of Contents |
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 six months ended June 30, 2026 and 2025, the Company’s 51% owned subsidiary Goldfinch-Chong (Fuzhou) Technology Co., Ltd. recognized e-bike charging revenue of $
During the six months ended June 30, 2026 and 2025 the Company’s wholly owned subsidiary Solan (Shenzhen) Technology Co., Ltd. recognized online medical education revenue of $
During the six months ended June 30, 2025, the Company recognized revenue of $
During the six months ended June 30, 2026 and 2025, the Company recognized total revenue of $
Share-Based Compensation
The Company accounts for share-based compensation under the fair value method in accordance with ASC 718, “Compensation – Stock Compensation,” which requires all such compensation to employees and non-employees to be calculated based on its fair value of the equity instrument at the grant date and recognized in the earnings over the requisite service or vesting period.
During the six months ended June 30, 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 six months ended June 30, 2026, the Company recorded stock-based compensation of $
During the six months ended June 30, 2026 and 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.
| 16 |
| Table of Contents |
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.
In December 2025, the FASB issued ASU 2025-12 “Codification Improvements”. This ASU represents changes to the Codification that (1) clarify, (2) correct errors, or (3) make minor improvements. This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim periods within those annual reporting periods. Early adoption is permitted.
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.
| 17 |
| Table of Contents |
NOTE 4 – DEFERRED SHARE ISSUANCE COST
On January 25, 2025, the Company entered into an
| · | |
|
|
|
| · |
During the year ended December 31, 2025, upon the execution of the Equity Purchase Agreement, the Company issued
As of June 30, 2026 and December 31, 2025, the deferred share issuance cost aggregated to $
As of June 30, 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 $
On June 15, 2026, the Company entered into a loan agreement with a non-affiliate party at $
Interest expense for the six months ended June 30, 2026 and 2025 were $
As of June 30, 2026 and December 31, 2025, the loan payable was $
| 18 |
| Table of Contents |
NOTE 6 – CONVERTIBLE NOTES
The Company had the following unsecured convertible notes payable as of June 30, 2026 and December 31, 2025:
|
| June 30, |
|
| December 31, |
| ||
|
| 2026 |
|
| 2025 |
| ||
Convertible Note |
| $ |
|
| $ |
| ||
Less: Unamortized debt discount |
|
| ( | ) |
|
|
| |
|
| $ |
|
| $ |
| ||
On June 23, 2026, the Company entered into an agreement to issue a convertible promissory note to CFI Capital LLC, an unrelated third-party investor, for an amount of $
As of June 30, 2026 and December 31, 2025, the principal due on the note is $
Amortization of note discount
For the three months ended June 30, 2026, the total amortization on note discount was $
Accrued interest on convertible notes
During the six months ended June 30, 2026, the accrued interest expense was $
NOTE 7 - DERIVATIVE LIABILITY
The Company analyzed the conversion option for derivative accounting consideration under ASC 815, “Derivatives and Hedging,”and determined that the convertible notes should be classified as a liability since the conversion option becomes effective at issuance resulting in there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options. The Company accounts for convertible note as a derivative liability due to there being no explicit limit to the number of shares to be delivered upon settlement of all conversion options.
The Company determined its derivative liabilities to be a Level 3 fair value measurement and used the Black-Scholes pricing model to calculate the fair value as of June 30, 2026 and December 31, 2025. The Black-Scholes model requires six basic data inputs: the exercise or strike price, time to expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement.
The table below shows the Black-Scholes option-pricing model inputs used by the Company to value the derivative liability for convertible notes at each measurement date:
|
| Six Months Ended |
| |||||
|
| June 30, |
|
| June 30, |
| ||
|
| 2026 |
|
| 2025 |
| ||
Expected term |
|
|
|
| - |
| ||
Expected average volatility |
|
|
|
|
| |||
Expected dividend yield |
|
|
|
|
|
| ||
Risk-free interest rate |
|
|
|
|
| |||
| 19 |
| Table of Contents |
The following table summarizes the derivative liabilities included in the balance sheets at June 30, 2026 and December 31, 2025:
Balance - December 31, 2025 |
| $ |
| |
Addition of new derivative liabilities upon issuance of convertible notes as debt discount |
|
|
| |
Loss on change in fair value of the derivative |
|
|
| |
Balance - June 30, 2026 |
| $ |
|
The following table summarizes the loss on derivative liability included in the statements of operations for the six months ended June 30, 2026 and 2025, respectively.
|
| Six Months Ended |
| |||||
|
| June 30, |
|
| June 30, |
| ||
|
| 2026 |
|
| 2025 |
| ||
Day one loss due to derivative liabilities on convertible note |
| $ |
|
| $ |
| ||
Loss on change in fair value of derivative liabilities on convertible note |
|
|
|
|
|
| ||
Loss on change in fair value of derivative liabilities |
| $ |
|
| $ |
| ||
NOTE 8 – 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 six months ended June 30, 2026 and 2025 and recorded balances as of June 30, 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 | |
| 20 |
| Table of Contents |
2) Balances with related parties
|
| As of |
|
| As of |
| ||
|
| June 30, 2026 |
|
| December 31, 2025 |
| ||
Amount due from related party |
|
|
|
|
|
| ||
|
|
|
|
|
|
| ||
Non-trade |
|
|
|
|
|
| ||
Amount due from Mengqing Fan |
| $ |
|
| $ |
| ||
|
| $ |
|
| $ |
| ||
Amount due to related parties |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-trade |
|
|
|
|
|
|
|
|
Amount due to Xiaohuan Song |
| $ |
|
| $ |
| ||
Amount due to Zeng Lianghui |
|
|
|
|
|
| ||
Amount due to Hailiang Li |
|
|
|
|
|
| ||
|
| $ |
|
| $ |
| ||
3) Transactions with related parties
|
| For the |
|
| For the |
| ||
|
| six months ended |
|
| six months ended |
| ||
|
| June 30, 2026 |
|
| June 30, 2025 |
| ||
|
|
|
|
|
|
| ||
|
|
|
|
|
|
| ||
Advancement from Mengqing Fan for Transuite.Org. Inc. operation expenses |
| $ |
|
| $ |
| ||
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 |
| $ |
|
| $ |
| ||
NOTE 9 - EQUITY
Preferred Shares
On April 14, 2026, the Company filed Amended and Restated Articles of Incorporation establishing
Common Shares
On April 14, 2026, the Company filed Amended and Restated Articles of Incorporation establishing
| 21 |
| Table of Contents |
Six Months Ended June 30, 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
From January to February 2026, the Company issued an aggregate of
On February 23, 2026, pursuant to the agreement signed on February 21, 2026, the Company issued
Pursuant to termination agreements, from January to March 2026, the Company cancelled an aggregate of
On May 21, 2026, the Company issued
On June 1, 2026,
On May 28, 2026, pursuant to a cooperation agreement with AEEC International Pty Ltd, the Company issued an aggregate of
On June 1, 2026, pursuant to a consulting agreement entered with Everpolar Int’l HK Holding Ltd. , the Company issued
In June 2026, the Company issued an aggregate of
Six Months Ended June 30, 2025
On February 25 2025, the Company issued an aggregate of
During the six months ended June 30, 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 $
During the six months ended June 30, 2025, the Company issued an aggregate of
As of June 30, 2026 and December 31, 2025, the issued and outstanding common stock was
| 22 |
| 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 June 30, 2026 and December 31, 2025, the stock payable was $
NOTE 10 – CONCENTRATION OF RISK
Major Customers
For the six ended June 30, 2026, the Company generated total revenue of $
As of June 30, 2026,
NOTE 11 - INCOME TAX
The Company provides for income taxes under ASC 740, “Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax basis of assets and liabilities and the tax rates in effect when these differences are expected to reverse. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.
The loss from operation before income tax of the Company for the six months ended June 30, 2026 and June 30, 2025 were comprised of the following:
|
| For the |
|
| For the |
| ||
|
| six months ended |
|
| six months ended |
| ||
|
| June 30, |
|
| June 30, |
| ||
|
| 2026 |
|
| 2025 |
| ||
Tax jurisdiction from: |
| $ |
|
| $ |
| ||
- Local |
|
|
|
|
| ( | ) | |
- Foreign, representing: |
|
|
|
|
|
|
|
|
China |
|
|
|
|
| ( | ) | |
Hong Kong |
|
| ( | ) |
|
|
| |
Income (Loss) before income taxes |
| $ |
|
| $ | ( | ) | |
| 23 |
| Table of Contents |
A reconciliation between expected income taxes and the income tax net expense included in the statements of operations for the six months ended June 30, 2026 and 2025 is as follows:
|
| For the |
|
| For the |
| ||
|
| six months ended |
|
| six months ended |
| ||
|
| June 30, 2026 |
|
| June 30, 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 June 30, 2026 and December 31, 2025, are as follows:
|
| June 30, |
|
| June 30, |
|
| June 30, |
|
| June 30, |
|
| December 31, |
|
| December 31, |
|
| December 31, |
|
| December 31, |
| ||||||||
|
| 2026 |
|
| 2026 |
|
| 2026 |
|
| 2026 |
|
| 2025 |
|
| 2025 |
|
| 2025 |
|
| 2025 |
| ||||||||
|
| USA |
|
| China/HK |
|
| Foreign rate differential |
|
| Total |
|
| USA |
|
| China/HK |
|
| Foreign rate differential |
|
| Total |
| ||||||||
Net operating loss carryforward |
| $ |
|
| $ |
|
| - |
|
| $ |
|
| $ |
|
| $ |
|
| - |
|
| $ |
| ||||||||
Statutory tax rate |
|
| % |
|
| % |
| - |
|
|
| % |
|
| % |
|
| % |
| - |
|
|
| % | ||||||||
Deferred tax asset |
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
| ||||||
Less: Valuation allowance |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) | ||
Net deferred asset |
| $ |
|
| $ |
|
|
|
|
| $ |
|
| $ |
|
| $ |
|
|
| - |
|
| $ |
| |||||||
The valuation allowance increased by $
| 24 |
| Table of Contents |
NOTE 12 – SEGMENT REPORTING
Operating segments are components of an entity for which separate financial information is available and evaluated by the Company’s chief operating decision maker (“CODM”) in determining how to allocate resources and assess performance.
As of June 30, 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 six months ended June 30, 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 six months ended June 30, 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.
| 25 |
| Table of Contents |
Segment by Entity and Operations
Six Months Ended June 30, 2026
|
|
| Solan (Shenzhen) |
|
| Xirangsheng |
|
|
|
| Goldfinch- |
|
| SolanAI |
|
| Jiansheng & |
|
| Goldfinch |
|
|
| |||||||||||||
|
| Transuite |
|
| Online |
|
| Online |
|
| Goldfinch HK |
|
| Chong |
|
| Global HK |
|
| Yuan Qi |
|
| BVI & |
|
|
|
| |||||||||
Entity |
| Technology & |
|
| medical |
|
| health |
|
| Charging |
|
| E-bike |
|
| Web 3 |
|
| AI Software |
|
| Crestar HK |
|
|
| ||||||||||
Operation |
| Consulting |
|
| Education |
|
| Technology |
|
| Infrastructure |
|
| Charging |
|
| Infrastructure |
|
| Development |
|
| Corporate/Holding |
|
| Total |
| |||||||||
Revenue |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||||||
Cost of sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Gross Profit |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment Loss |
| $ | ( | ) |
| $ |
|
| $ | ( | ) |
| $ |
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) | |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||||||
Six Months Ended June 30, 2025
|
|
| Solan (Shenzhen) |
|
| Xirangsheng |
|
| Goldfinch HK |
|
| Goldfinch-Chong |
|
| SolanAI Global HK |
|
|
|
|
|
|
| ||||||||||||||
|
| Transuite |
|
| Online |
|
| Online |
|
| Online |
|
| Online |
|
| Online |
|
| Yuan Qi |
|
| Goldfinch BVI |
|
|
|
| |||||||||
Entity |
| Technology & |
|
| medical |
|
| medical |
|
| medical |
|
| medical |
|
| medical |
|
| Software |
|
| & Crestar HK |
|
|
| ||||||||||
Operation |
| Consulting |
|
| Education |
|
| Education |
|
| Education |
|
| Education |
|
| Education |
|
| Development |
|
| Corporate |
|
| Total |
| |||||||||
Revenue |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||||||
Cost of sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Gross Profit |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment Loss |
| $ | ( | ) |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||||||
| 26 |
| Table of Contents |
Segment by Geographical locations
Six Months Ended June 30, 2026
|
| USA |
|
| China |
|
| Hong Kong |
|
| Total |
| ||||
Revenue |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Cost of sales |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Gross profit |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from operations |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
| ( | ) | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expenses) |
|
| ( | ) |
|
|
|
|
|
|
|
| ( | ) | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
| $ | ( | ) |
| $ |
|
| $ | ( | ) |
| $ | ( | ) | |
As of June 30, 2026
|
| USA |
|
| China |
|
| Hong Kong |
|
| Total |
| ||||
Current Assets |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Property and Equipment, net |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Six Months Ended June 30, 2025
|
| USA |
|
| China |
|
| Hong Kong |
|
| Total |
| ||||
Revenue |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Cost of sales |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Gross profit |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from operations |
|
| ( | ) |
|
|
|
|
|
|
|
| ( | ) | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expenses) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
| $ | ( | ) |
| $ | ( | ) |
|
|
|
| $ | ( | ) | |
| 27 |
| Table of Contents |
As of June 30, 2025
|
| USA |
|
| China |
|
| Hong Kong |
|
| Total |
| ||||
Current Assets |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Intangible Assets, net |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
NOTE 13 – SUBSEQUENT EVENTS
In accordance with ASC 855, “Subsequent Events,” the Company has analyzed its operations subsequent to June 30, 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.
Effective July 6, 2026, the Company engaged a non-affiliated corporate consultant as a non-exclusive corporate management and PR consultant for a one-year term. As compensation, the Company issued 1,000,000 restricted shares, fully vesting at the end of the term.
Effective July 6, 2026, a non-affiliated corporate consultant voluntarily agreed to surrender 3,000,000 restricted common shares, reducing the Company's outstanding shares by 3,000,000 as of the agreement date.
On July 7, 2026, the Company entered into an agreement to issue a convertible promissory note with a one-year maturity term to Quick Capital LLC, an unrelated third-party investor, for an amount of $
On July 8, 2026, the Company’s Board of Directors approved the cancellation and correction of 1,000,000 restricted shares that had been inadvertently issued or recorded as management incentive shares on May 28, 2026 before the application closing conditions under the March 10, 2026 Cooperation Agreement with AEEC International Pty Ltd. were satisfied. The shares related to the incomplete proposed acquisition.
On July 13, 2026, the Company entered into an agreement to issue a convertible promissory note with a one-year maturity term to Jefferson Street Capital LLC, an unrelated third-party investor, for an amount of $
On July 13, 2026, the Company entered into an agreement to issue a convertible promissory note with a one-year maturity term to Lambda Ventures LLC, an unrelated third-party investor, for an amount of $
Except as described above, the Company did not identify any additional material subsequent events requiring disclosure through the date these financial statements were issued.
| 28 |
| 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 Quarterly 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 intelligent new-energy infrastructure, AI-enabled applications, Web3 infrastructure, and digital asset technologies. Management believes that the convergence of digital finance, enterprise technology, and real-world infrastructure digitization may create long-term commercial opportunities across multiple markets. Management currently expects electric two-wheeler charging infrastructure, primarily through Goldfinch-Chong, to be a principal focus of the Company’s near-term business development.
During the six months ended June 30, 2026, the Company generated revenue primarily from e-bike charging management solutions. For the six months ended June 30, 2026, the Company reported consolidated revenue of $248,036.
Our Business
The Company is a technology-focused holding company dedicated to developing and integrating business lines that combine intelligent new-energy infrastructure management solutions, enterprise technology services, Web3-related infrastructure, and digital asset connectivity. As of June 30, 2026, the Company’s operations were organized around the following principal business initiatives: The Company’s primary near-term operating focus is the electric two-wheeler charging infrastructure business conducted through Goldfinch-Chong.
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. The Company may continue to evaluate strategic partnerships, technology integrations and commercialization models relating to digital payment and merchant-facing technology services, subject to market conditions, regulatory requirements and the execution of definitive agreements, as applicable. The Company currently views this initiative as complementary to its primary near-term focus on new-energy charging 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. As of June 30, 2026, the acquisition had not been completed, and the Company currently views this initiative as a complementary longer-term opportunity.
Goldfinch – Electric Two-Wheeler Charging and Intelligent Infrastructure
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. On June 30, 2026, Goldfinch-Chong entered into a strategic cooperation agreement with Sichuan Wochuang Kedian IoT Technology Co., Ltd. to expand AI-enabled charging infrastructure for electric two-wheelers. Under the cooperation arrangement, Sichuan Wochuang intends to deploy an initial RMB 200 million (approximately $30 million) capital investment for electric two-wheeler charging pile projects. As reported by the Company, Goldfinch-Chong has deployed more than 100,000 charging piles, serves more than 1.7 million users, and owns two invention patents and 26 software copyrights.
Technology and Consulting Services
During the six months ended June 30, 2026, the Company’s primary revenue-generating activities consisted principally of intelligent infrastructure and e-bike charging management solutions. 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.
| 29 |
| Table of Contents |
Strategy
The Company’s strategy is centered on building a diversified operating platform with a primary near-term emphasis on intelligent new-energy and electric two-wheeler charging infrastructure, supported by enterprise technology and selected Web3 and digital asset initiatives. 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 prioritize AI-enabled electric two-wheeler charging infrastructure and intelligent infrastructure management, while selectively developing digital payment and digital asset-related systems. |
| 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, 2025 and the six months ended June 30, 2026:
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 20, 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 April 20, 2026, the Company acquired the remaining 20% interest, resulting in 100% indirect ownership of Jiansheng.
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. During the six months ended June 30, 2026, 4,000,000 shares were issued as consideration, with 1,000,000 shares remaining to be issued in 2026.
As of June 30, 2026, management believes that the Company has continued its strategic asset integration and capital structure repositioning and has established an initial foundation for future commercialization and business expansion, with electric two-wheeler charging infrastructure expected to be a principal area of future development.
Competition
The Company operates in competitive markets that include electric two-wheeler charging and intelligent infrastructure management, technology consulting, AI-enabled services, digital payment infrastructure, Web3-related systems, and digital asset-related platform development. 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.
| 30 |
| Table of Contents |
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. Goldfinch-Chong also owns two invention patents and 26 software copyrights related to its charging and technology operations.
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, new-energy charging infrastructure and equipment safety, 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
Three Months Ended June 30, 2026 and June 30, 2025
The following summary of our operations should be read in conjunction with our unaudited financial statements for the three months ended June 30, 2026 and 2025, which are included herein.
|
| Three Months Ended |
|
|
|
|
|
|
| |||||||
|
| June 30, |
|
|
|
|
|
|
| |||||||
|
| 2026 |
|
| 2025 |
|
| Changes |
|
| % |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Gross Profit |
| $ | 117,420 |
|
| $ | 50,000 |
|
| $ | 67,420 |
|
|
| 135% | |
Operating Expenses |
|
| 4,387,653 |
|
|
| 6,645,444 |
|
|
| (2,257,791 | ) |
| (34%) |
| |
Other expenses |
|
| 477,638 |
|
|
| 5,326 |
|
|
| 472,312 |
|
|
| 8,868% | |
Net Loss |
| $ | 4,747,871 |
|
| $ | 6,600,770 |
|
| $ | (1,852,899 | ) |
| (28%) |
| |
During the three months ended June 30, 2026 and 2025, the Company generated revenue of $126,252 and $50,000, incurred cost of sales of $8,832 and $0, resulting in gross profit of $117,420 and $50,000, respectively.
During the three months ended June 30, 2026, the Company’s 51% owned subsidiary Goldfinch-Chong (Fuzhou) Technology Co., Ltd. recognized e-bike charging revenue of $126,242 and wholly owned subsidiary Solan (Shenzhen) Technology Co., Ltd. recognized online medical education revenue of $10.
During the three months ended June 30, 2025, the Company recognized revenue of $50,000 through its AI-Driven Ecosystem Product Planning consulting service.
Net loss decreased during the three months ended June 30, 2026 mainly due to the decrease in operating expense.
Operating expenses decreased during the three months ended June 30, 2026 primarily due to the decreases in stock-based compensation.
| 31 |
| Table of Contents |
Six Months Ended June 30, 2026 and June 30, 2025
The following summary of our operations should be read in conjunction with our unaudited financial statements for the six months ended June 30, 2026 and 2025, which are included herein.
|
| Six Months Ended |
|
|
|
|
| |||||||||
|
| June 30, |
|
|
|
|
| |||||||||
|
| 2026 |
|
| 2025 |
|
| Changes |
|
| % |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Revenue |
| $ | 248,036 |
|
| $ | 50,000 |
|
|
| 198,036 |
|
|
| 396 | % |
Operating expenses |
|
| 7,751,009 |
|
|
| 7,128,772 |
|
|
| 622,237 |
|
|
| 9 | % |
Other expenses |
|
| 477,719 |
|
|
| 8,395 |
|
|
| 469,324 |
|
|
| 5,591 | % |
Net Loss |
| $ | 8,001,684 |
|
| $ | 7,087,167 |
|
| $ | 914,517 |
|
|
| 13 | % |
During the six months ended June 30, 2026 and 2025, the Company generated revenue of $248,036 and $50,000 and incurred cost of sales of $20,992 and $0, resulting in gross profit of $227,044 and $50,000, respectively. During the six months ended June 30, 2026, the Company’s 51% owned subsidiary Goldfinch-Chong (Fuzhou) Technology Co., Ltd. recognized e-bike charging revenue of $246,882 and the Company’s wholly owned subsidiary Solan (Shenzhen) Technology Co., Ltd. recognized online medical education revenue of $1,154. During the six months ended June 30, 2025, the Company recognized revenue of $50,000 through its AI-Driven Ecosystem Product Planning consulting service.
Net loss increased during the six months ended June 30, 2026 mainly due to the increase in operating expense and other expenses.
Operating expenses increased during the six months ended June 30, 2026 primarily due the increases in stock-based compensation, audit fees and accounting fees.
Other expenses increased during the six months ended June 30, 2026 primarily due the loss on change in fair value of derivative liabilities of $474,191 incurred resulted from the issuance of convertible note of $130,000 during the period.
Liquidity and Capital Resources
The following table provides selected financial data about the Company as of June 30, 2026 and December 31, 2025
Working Capital
|
| As of |
|
| As of |
|
|
|
|
| ||||||
|
| June 30, |
|
| December 31, |
|
|
|
|
| ||||||
|
| 2026 |
|
| 2025 |
|
| Changes |
|
| % |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Current Assets |
| $ | 575,282 |
|
| $ | 320,301 |
|
| $ | 254,981 |
|
|
| 80 | % |
Current Liabilities |
| $ | 877,611 |
|
| $ | 809,897 |
|
| $ | 67,714 |
|
|
| 8 | % |
Working Capital (Deficiency) |
| $ | (302,329 | ) |
| $ | (489,596 | ) |
| $ | 187,267 |
|
| (38%) |
| |
As at June 30, 2026, our Company had a working capital deficiency of $302,329 compared with a working capital deficiency of $489,596 as at December 31, 2025. The decrease in working capital deficiency was mainly due to the increase in prepaid expenses, cash and decrease in stock payable.
| 32 |
| Table of Contents |
Cash Flows
|
| Six Months Ended |
|
|
|
|
|
|
| |||||||
|
| June 30, |
|
|
|
|
|
|
| |||||||
|
| 2026 |
|
| 2025 |
|
| Changes |
|
| % |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Cash flows provided by (used in) operating activities |
| $ | 4,589 |
|
| $ | (92,639 | ) |
| $ | 97,228 |
|
| (105%) |
| |
Cash flows used in investing activities |
|
| (76,046 | ) |
|
| - |
|
|
| (76,046 | ) |
|
| 100 | % |
Cash flows provided by financing activities |
|
| 178,320 |
|
|
| 76,636 |
|
|
| 101,684 |
|
|
| 133 | % |
Effect of exchange rate changes on cash |
|
| (3,575 | ) |
|
| - |
|
|
| - |
|
| (100%) |
| |
Net changes in cash |
| $ | 103,288 |
|
| $ | (16,003 | ) |
| $ | 119,291 |
|
|
| 745 | % |
Cash Flow from Operating Activities
During the six months ended June 30, 2026, net cash provided by operating activities was $4,589 compared to net cash used in operating activities of $92,639 during the six months ended June 30, 2025.
Cash flows used in operating activities during the six months ended June 30, 2026, comprised of a net loss of $8,001,684, which was reduced by total stock-based compensation of $7,634,463, depreciation of $6,205, loss on change in fair value of derivative liabilities of $474,191 and amortization of debt discount of $2,137and net changes in operating assets and liabilities of $110,723, and was increased by loss on change in fair value of derivative liabilities of $474,191.
Cash flows used in operating activities during the six months ended June 30, 2025, comprised of a net loss of $7,087,167, which was increased by net changes in operating assets and liabilities of $72,028, and was reduced by stock-based compensation of $7,060,100 and amortization on intangible assets of $6,456.
Cash Flow from Investing Activities
During the six months ended June 30, 2026, the Company acquired equipment of $76,046.
During the six months ended June 30, 2025, we did not have any investing activities.
Cash Flow from Financing Activities
During the six months ended June 30, 2026 and 2025, we had net cash provided by financing activities of $178,320 and $76,636, respectively.
During the six months ended June 30, 2026, we received proceeds from issuance of convertible note of $112,000, advancement from a non-affiliate of $95,038 and advancement from the director of Xirangsheng (Shenzhen) Health Technology Co., Ltd. and Solan (Shenzhen) Technology Co., Ltd. of $3,982 offset by repayment to the director of Transuite of $32,700.
During the six months ended June 30, 2025, we received advancement from non-affiliates of $53,620 and advancement from the former director of Transuite of $23,016 for payment made to vendors on behalf of the Company.
Going Concern
As of June 30, 2026, we had an accumulated deficit of $45,587,093, Management notes, however, that a substantial portion of the Company’s reported loss and operating expenses for the six months ended June 30, 2026 consisted of non-cash items, including stock-based compensation.
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.
| 33 |
| Table of Contents |
To improve its financial position, the Company has implemented a comprehensive strategy focused on:
| 1. | Revenue Growth – expanding strategic consulting, enterprise technology, and infrastructure-related service opportunities; |
| 2. | Strategic Expansion – integrating acquired businesses and developing scalable Web3, digital asset, and infrastructure platforms; |
| 3. | Market Development – building strategic partnerships and expanding commercial relationships across multiple jurisdictions; |
| 4. | Technology Advancement – strengthening platform capabilities, intellectual property development, and commercialization readiness. |
| 5. | Capital Structure and Liquidity Management – pursuing equity and debt financing opportunities, related party support, strategic capital arrangements, and liability restructuring where appropriate. |
Management believes these initiatives will support long-term financial improvement and future business expansion. The Company will continue to monitor and report on their operational and financial progress.
Management notes that a substantial portion of the Company’s operating expenses for the six months ended June 30, 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 six months ended June 30, 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.
| 34 |
| Table of Contents |
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 3 in the accompanying consolidated financial statements.
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 June 30, 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 June 30, 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.
| 35 |
| 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 May 21, 2026, the Company issued 66,667 common shares for the settlement of loan payable to Williamsburg Venture Holdings LLC of $10,000 for prepaid legal fees made on behalf of the Company.
On June 1, 2026, 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 1,000,000 common shares will be issued within year 2026.
On May 28, 2026, pursuant to a cooperation agreement with AEEC International Pty Ltd, the Company issued an aggregate of 1,000,000 common shares valued at $120,000 to as management incentive shares.
On June 1, 2026, pursuant to a consulting agreement entered with Everpolar Int’l HK Holding Ltd., the Company issued 2,000,000 common shares valued at $240,000 for corporate management and marketing service with a one-year term starting from June 1, 2026.
In June 2026, the Company issued an aggregate of 5,000,000 common shares valued at $627,000 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
| Certification of Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act | |
|
|
|
|
| 36 |
| 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 August 13, 2026 | By: | /s/ Mengqing Fan |
|
|
| Mengqing Fan |
|
|
| Title: CEO, Director, Chairwoman of the Board |
|
Dated August 13, 2026 | By: | /s/ Hailiang Li |
|
|
| Hailiang Li |
|
|
| Title: CFO |
|
| 37 |