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
PART I - FINANCIAL INFORMATION |
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Item 1. | Unaudited Condensed Consolidated Financial Statements |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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| Table of Contents |
Transuite.Org Inc.
Condensed Consolidated Balance Sheets
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| December 31, |
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ASSETS |
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Current Assets |
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Bank |
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Fund held in trust |
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Accounts receivable |
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Due from related party |
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Prepaid |
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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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Intangible assets, 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 party |
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Convertible note |
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Total Current Liabilities |
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Loan payable |
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Total Liabilities |
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Commitments and Contingencies (Note 10) |
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STOCKHOLDERS' EQUITY (DEFICIT) |
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Common Stock: $ |
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Additional paid-in capital |
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Accumulated deficit |
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Total equity (deficit) attributed to Transuite.Org. Inc. |
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Non-controlling interest |
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Total Stockholders' Equity (Deficit) |
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) |
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The accompanying notes are an integral part of the condensed consolidated financial statements.
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| Table of Contents |
Transuite.Org Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
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| Three Months Ended |
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| Six Months Ended |
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Revenues |
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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 $6,651,250 and $0 for three months ended June 30, 2025 and 2024 and $7,060,100 and $0 for six months ended June 30, 2025 and 2024, respectively) |
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Amortization |
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Total operating expenses |
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Net loss from operations |
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Other expense |
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Interest expense |
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Other expense |
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Total other expense |
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Net loss before taxes |
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Provision for income taxes |
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Net loss |
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Less: Net loss attributable to non-controlling interest |
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Net loss attributable to Transuite.Org. Inc. |
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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, 2025 and June 30, 2024
(Unaudited)
For six months ended June 30, 2025
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| Additional |
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| Total Shareholders' |
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| Amount |
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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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Net loss |
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Balance, June 30, 2025 (Unaudited) |
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For six months ended June 30, 2024
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| Amount |
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| Interest |
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Balance, December 31, 2023 (Unaudited) |
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Imputed interest |
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Net loss |
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Balance, March 31, 2024 (Unaudited) |
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Imputed interest |
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Net loss |
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Balance, June 30, 2024 (Unaudited) |
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The accompanying notes are an integral part of the condensed consolidated financial statements.
| 5 |
| Table of Contents |
Transuite.Org Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
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Cash Flows from Operating Activities: |
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Net loss |
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Adjustments to reconcile net loss to net cash used in operating activities: |
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Amortization |
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Imputed interest |
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Share-based compensation |
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Changes in operating assets and liabilities: |
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Accounts receivable |
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Prepaid |
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Deferred Share Issuance Cost |
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Accounts payable and accrued liabilities |
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Accrued Interest |
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Net Cash Used in Operating Activities |
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Cash Flows from Financing Activities: |
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Proceeds from loans |
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Proceeds from loan payable – related parties |
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Net Cash Provided by Financing Activities |
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Net Change in Cash and Cash Equivalents |
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Cash and Cash Equivalents, beginning of period |
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Cash and Cash Equivalents, end of period |
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Supplemental Disclosure Information: |
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Cash paid for interest |
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Cash paid for taxes |
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Non-Cash Disclosure: |
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Issuance of common stock as commitment shares |
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Conversion of convertible notes payable |
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The accompanying notes are an integral part of the condensed consolidated financial statements.
| 6 |
| Table of Contents |
Transuite.Org Inc.
Notes to the Condensed Consolidated Financial Statements
June 30, 2025
(Unaudited)
NOTE 1 - NATURE OF OPERATIONS
Transuite.Org Inc. ("TRSO") is a Nevada-incorporated artificial intelligence solutions provider founded on June 15, 2018, with its common shares publicly traded on the OTCQB market under the symbol TRSO. As an SEC-reporting issuer, the company maintains a steadfast commitment to delivering sustainable value to shareholders through innovative AI technologies.
Led by top AI scientists and powered by elite research team, TRSO has developed the world-leading AI Social Agent platform. This groundbreaking technology integrates multimodal intelligence, real-time translation, deviation correction learning, knowledge fusion, and complex reasoning capabilities - creating the most creative AI "super employees" that deliver extraordinary value to enterprises. As the global pioneer in "AI Workforce as a Service" (AWaaS), our innovative model enables enterprises to either rent or purchase AI employees as permanent knowledge assets, setting the global standard for enterprise AI adoption.
TRSO has established itself as a leader in AI-driven business solutions, offering pioneering AI Social Agent platforms for global enterprises. We are dedicated to making AI workforce deployment more accessible and efficient, enabling businesses to meet growing demands for intelligent automation. Our platform allows enterprises to rapidly deploy industry-specific AI social agents that integrate natively with major global platforms including WhatsApp, Telegram, and WeChat. These advanced agents deliver 24/7, hyper-realistic customer interactions while automating complex business processes, ultimately driving superior operational outcomes. Our mission centers on empowering organizations to build their AI workforce, enhance efficiency, and transform customer engagement through our revolutionary technology.
Building upon our AI social agent foundation, TRSO is developing a comprehensive AI ecosystem that combines multimodal intelligence, seamless social platform integration, and sophisticated business process automation. This strategic expansion positions the company at the vanguard of AI innovation, addressing evolving enterprise needs across multiple sectors including healthcare, e-commerce, and education.
The company benefits from the leadership of an internationally recognized team with roots in Tsinghua University, bringing more than ten years of specialized expertise in artificial intelligence, machine learning, natural language processing, and enterprise-grade solutions. Through our proprietary technologies and deep experience in large-scale AI model implementation, TRSO develops transformative solutions that help businesses successfully navigate the AI revolution while delivering concrete, measurable value to users worldwide.
On November 24, 2024, the Company and other founders formed Goldfinch Group Holdings Ltd. In which the Company holds a
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the six months ended June 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025. Notes to the unaudited interim financial statements that would substantially duplicate the disclosures contained in the audited financial statements for fiscal year 2024 have been omitted. This report should be read in conjunction with the audited financial statements and the footnotes thereto for the fiscal year ended December 31, 2024 included in the Company’s Form 10-KT as filed with the Securities and Exchange Commission on March 28, 2025.
| 7 |
| Table of Contents |
Basis of Consolidation
These consolidated financial statements include the accounts of the Company and its 70% owned subsidiaries of Goldfinch Group Holdings Ltd. All material intercompany balances and transactions have been eliminated.
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, 2025 and December 31, 2024, the Company had bank balance of $
Funds held in trust comprise funds held in a trust account by the Company’s legal counsel. As of June 30, 2025 and December 31, 2024, the Company had $
Accounts Receivable
Accounts receivables are recorded in accordance with ASC 310, “Receivables,” at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable. The Company does not currently have any amount recorded as an allowance for doubtful accounts. Based on the management’s estimate and based on all accounts being current, the Company has not deemed it necessary to reserve for doubtful accounts at this time.
As of June 30, 2025 and December 31, 2024, the Company had accounts receivable of $
| 8 |
| 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, 2025 and December 31, 2024, there were $
Intangible Asset
The Company accounts for its intangible assets in accordance with ASC Subtopic 350-40, Internal-Use Software-Computer Software Developed or Obtained for Internal Use, and ASC Subtopic 360-10, Accounting for the Impairment or Disposal of Long-Lived Assets. ASC Subtopic 350-40 requires assets to be recorded at the cost to develop the asset and requires an intangible asset to be amortized over its useful life and for the useful life to be evaluated every reporting period to determine whether events or circumstances warrant a revision to the remaining period of amortization. If the estimate of useful life is changed the remaining carrying amount of the intangible asset is amortized prospectively over the revised remaining useful life.
We capitalized website development and databases costs of $
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.
Commitments and Contingencies
Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may, but probably will not, require an outflow of resources. Where there is a possible obligation or a present obligation in respect of which the likelihood of outflow of resources is remote, no provision or disclosure is made. Contingent assets are not recognized in the financial statements. A contingent asset is disclosed where an inflow of economic benefits is probable. Contingent assets are assessed continually and, if it is virtually certain that an inflow of economic benefits will arise, the asset and related income are recognized in the period in which the change occurs.
Related Party Balances and Transactions
The Company follows FASB ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transaction.
Convertible Financial Instruments
The Company account for our convertible financial instruments in accordance with ASC 470-20 “Debt with Conversion and Other Options.” The standard reduced the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting; and, (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. ASU2020-06 removes from U.S. GAAP the separation models for (1) convertible debt with a cash conversion feature (“CCF”) and (2) convertible instruments with a beneficial conversion feature (“BCF”). With the adoption of ASU2020-06, entities will not separately present in equity an embedded beneficial conversion feature from the convertible debts.
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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
The Company’s revenue derives from its AI-Driven Ecosystem Product Planning consulting service which enhances client’s operational capabilities, market reach, and technological infrastructure in the live e-commerce sector. In June 2025, the Company completed two core service contents “Research and Analysis” and “Strategic Proposal Development” and recognized service 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, 2025 and 2024, the Company recorded $
Net Income (Loss) Per Share
Basic net income (loss) per share is computed by dividing net income (loss) available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted net income per share is computed similar to basic net income (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. If applicable, diluted net income per share assumes the conversion, exercise or issuance of all common stock instruments, such as convertible notes, unless the effect is to reduce a loss or increase earnings per share.
For the six months ended June 30, 2025 and 2024, the following convertible note was excluded from the computation of diluted net loss per shares as the result of the computation was anti-dilutive:
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| June 30, |
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| June 30, |
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| 2025 |
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| 2024 |
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| (Shares) |
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| (Shares) |
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Convertible Notes |
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| - |
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Recent Accounting Pronouncements
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures ("ASU 2023-09"), which is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in ASU 2023-09 provide for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for the Company prospectively to all annual periods beginning after December 15, 2024. Early adoption is permitted. The Company has not yet adopted this standard and is currently evaluating the impact this update will have on its financial statements and disclosures retrospectively upon the future adoption.
We have evaluated all other recently issued, but not yet effective, accounting pronouncements and do not believe that these accounting pronouncements will have any material impact on our consolidated financial statements or disclosures upon adoption.
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Recent Adopted Accounting Standards
In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures ("ASU 2023-07"), which require public companies disclose significant segment expenses and other segment items on an annual and interim basis and to provide in interim periods all disclosures about a reportable segment's profit or loss and assets that are currently required annually. The guidance is effective for public entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The guidance is applied retrospectively to all periods presented in the financial statements, unless it is impracticable. The adoption of ASU 2023-07 has not had a material effect on the Company’s statements and disclosures.
NOTE 3 – GOING CONCERN
The Company’s financial statements have been prepared assuming that it will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.
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 necessary financing to meet operational obligations. Management plans to fund operations over the next twelve months through existing cash reserves, loans from related parties, and potential capital raises via public or private offerings. While management is confident in its ability to obtain financing, generate revenue, meet regulatory requirements, and achieve commercial objectives, there can be no assurance that such funding will be secured or that future operations will be successful.
To improve its financial position, the Company has implemented a comprehensive strategy focused on:
| 1. | Revenue Growth – Expanding contracts with government and multinational clients while enhancing global service delivery capabilities |
| 2. | Strategic Expansion – Acquiring high-potential AI and Web3 projects to strengthen technology offerings and attract top talent |
| 3. | Market Development – Increasing participation in global industry events and executing targeted brand-building initiatives |
| 4. | Technology Advancement – Systematically filing patents to protect core innovations and build intellectual property assets |
Management believes these initiatives will drive sustained financial improvement. The Company will continue to monitor and report on their operational and financial progress.
NOTE 4 – DEFERRED SHARE ISSUANCE COST
On January 25, 2025, the Company entered into an
On March 6, 2025, the
| · | 50% of the commitment shares (135,000 shares) issued on the execution date |
|
|
|
| · | 50% of the commitment shares (135,000 shares) will be issued once the investor reaches 50% of the maximum commitment amount. |
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During the six months ended June 30, 2025, upon the execution of the Equity Purchase Agreement, the Company issued
As of June 30, 2025, the deferred share issuance cost aggregated to $
NOTE 5 – LOAN PAYABLE
On September 15, 2024, the Company entered into a loan agreement with a non-affiliate party at $
On November 25, 2024, Goldfinch Group Holdings Ltd. entered into a loan agreement with a non-affiliate party at $
On March 31, 2025, the Company entered into a loan agreement with a non-affiliate party at $
On June 30, 2025, the Company entered into a loan agreement with the same non-affiliate party at $
On March 31, 2025, the Company entered into a loan agreement with a non-affiliate party at $
During the six months ending June 30, 2025 and 2024, interest expense was $
As of June 30, 2025 and December 31, 2024, the loan payable was $
NOTE 6 – CONVERTIBLE NOTE PAYABLE
On November 8, 2023, the Company issued a convertible promissory note to a non-affiliate at $
On March 06, 2025, the convertible note was fully converted into
As of June 30, 2025 and December 31, 2024, convertible note payable was $
NOTE 7 – RELATED PARTY TRANSACTIONS AND BALANCES
Loan payable – related parties
Effective June 15, 2018, the Company entered a loan agreement with its former CEO. The lender agreed to lend a total of $
During the six months ending June 30, 2025 and 2024, the current director of the Company, who was appointed on October 28, 2024, made payment to vendors of $
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Due from related party
As of June 30, 2025 and December 31, 2024, the amount due from the related party was $
NOTE 8 - EQUITY
The Company has
During the three months ended March 31, 2025, the Company issued an aggregate of
During the three months ended March 31, 2025, upon the execution of the Equity Purchase Agreement with Williamburg Venture Holding, LLC, the Company issued an aggregate of
On March 06, 2025, a convertible note of $
During the three months ended June 30, 2025, the Company issued an aggregate of
As of June 30, 2025 and December 31, 2024, the issued and outstanding common stock was
NOTE 9 – SEGMENT REPORTING
Operating segments comprised of the components of an entity in which separate information is available for evaluation by the Company’s chief operating decision maker, or group of decision makers, in determining how to allocate resources in evaluating performance. The Company consists of a single reporting segment: AI technology services. This segment is comprised of the Company's efforts to provide advanced AI solutions and related strategic consulting services. The Company’s chief operating decision maker (“CODM”) is its Chief Executive Officer.
Since September 2024, the Company has focused on comprehensive strategic transformation and business restructuring efforts. This included establishing a new management team,defining a new AI-centric business direction, and developing innovative AI-driven products and service portfolios. The Company is actively building a comprehensive AI ecosystem that integrates advanced AI Social Agent technology, multimodal intelligent interaction systems, and intelligent business process automation solutions.
As of June 30, 2025, the company reported revenue of $
With the full launch of our next-generation AI Social Agent products, we anticipate driving sustained revenue growth from AI technology services.
The accounting policies of the translation service segment are as described in the summary of significant accounting policies. The CODM will evaluate the performance of the translation service segment based on the Company’s net income (loss) as reported in the Statements of Operations upon resumption of the translation services. The Company’s segment assets are reported on the Balance Sheets.
The Company currently focuses on the cost control and debt and equity financing to achieve its reorganization objective. Upon the resumption of translation service, the CODM will review performance based on gross profit, operating profit, net earnings and net earnings excluding the impact of the fair value adjustment, a non-GAAP financial measure. Operating profit will be reviewed to monitor the operating and administrative expenses of the Company.
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NOTE 10 – COMMITMENT AND CONTINGENCIES
On February 12, 2025, the Company entered into an agreement with 5D Partners LLC, a non-affiliate investment banker and financial advisor for fundraising, private placements, mergers and acquisitions and related services. The agreement commences on February 12, 2025, the effective date, and continues for a period of 12 months.
The Company will issue common stock as follows:
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| · |
NOTE 11 – SUBSEQUENT EVENTS
In accordance with ASC 855, “Subsequent Events,” the Company has analyzed its operations subsequent to June 30, 2025 to the date these financial statements were issued and has determined that it has the below material subsequent event to disclose in these financial statements.
On July 8, 2025, the Company executed a Letter of Intent ("LOI") with SolanAI Global Limited (a Hong Kong-registered company), outlining a proposed transaction whereby TRSO would acquire
In July 2025, the Company issued an aggregate of
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
FORWARD-LOOKING STATEMENTS
This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. These statements often can be identified by the use of terms such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “approximate” or “continue,” or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management’s best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.
GENERAL
Transuite.Org Inc.(“TRSO”) has successfully completed a transformative evolution from a traditional translation service provider to a cutting-edge artificial intelligence solutions company, positioning itself at the forefront of the rapidly expanding AI market.
Led by an internationally recognized team with deep expertise from prestigious institutions including Tsinghua University, the Company has developed the revolutionary AI Social Agent platform, establishing TRSO as the global pioneer in "AI Workforce as a Service" (AWaaS).
This strategic transformation, combined with the formation of Goldfinch Group Holdings Ltd. where TRSO holds a commanding 70% controlling interest, has created a robust foundation for sustainable growth and market leadership in the AI sector.
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OUR CURENT BUSINESS
TRSO has successfully launched its flagship AI Social Agent platform, delivering breakthrough AI workforce solutions that seamlessly integrate with major global platforms including WhatsApp, Telegram, and WeChat. The Company's innovative AWaaS model enables enterprises to deploy sophisticated AI employees that provide 24/7 customer engagement while dramatically improving operational efficiency.
With the achievement of $50,000 in revenue during the first half of 2025 from AI-Driven Ecosystem Product Planning consulting services, TRSO has demonstrated strong commercial viability and market demand for its solutions.
The Company's comprehensive AI ecosystem addresses critical needs across healthcare, e-commerce,and education sectors, positioning TRSO to capture significant market share in the multi-billion dollar AI services market.
RECENT BUSINESS DEVELOPMENT
TRSO has achieved remarkable progress through strategic initiatives that have strengthened its market position and growth prospects.
The Company secured up to $10 million in committed funding through its amended equity purchase agreement with Williamsburg Venture Holdings, LLC, providing substantial financial resources for expansion.
The execution of a Letter of Intent to acquire 51% of SolanAI Global Limited represents a transformative opportunity to significantly enhance technological capabilities and accelerate market penetration.
Additionally, the strategic partnership with 5D Partners LLC for investment banking and M&A advisory services positions TRSO to pursue additional growth opportunities and optimize capital structure.
These developments,combined with systematic patent filing initiatives to protect core innovations, demonstrate management's commitment to building sustainable competitive advantages and long-term shareholder value.
Results of Operations for the three ended June 30, 2025 and June 30, 2024
The following summary of our operations should be read in conjunction with our audited financial statements for the three months ended June 30, 2025 and 2024, which are included herein.
|
| Three Months Ended |
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| June 30, |
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| 2024 |
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| Changes |
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| % |
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Revenue |
| $ | 50,000 |
|
| $ | - |
|
| $ | 50,000 |
|
|
| 100 | % |
Operating Expenses |
|
| 6,645,444 |
|
|
| 42,614 |
|
|
| 6,602,830 |
|
|
| 15,495 | % |
Other expenses |
|
| 5,326 |
|
|
| 2,658 |
|
|
| 2,668 |
|
|
| 100 | % |
Net Loss |
| $ | 6,600,770 |
|
| $ | 45,272 |
|
| $ | 6,555,498 |
|
|
| 14,480 | % |
During the three months ended June 30, 2025 and 2024, the Company generated revenue of $50,000 and $0, respectively. During the three months ended June 30, 2025, the Company generated revenue from its AI-Driven Ecosystem Product Planning consulting service.
Net loss increased to $6,600,770 for the three months ended June 30, 2025 from $45,272 for the three months ended June 30, 2024 mainly due to the increase in operating expense.
Operating expenses for three months ended June 30, 2025 increased to $6,645,444 from $42,614 for the three months ended June 30, 2024 mainly due to the increase in stock-based compensation, audit fees, accounting fees and legal fees. During the three months ended June 30, 2025, the Company incurred stock-based compensation of $6,651,250 from the issuance of 3,395,000 shares of common stock to consultants for service rendered.
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Results of Operations for the six months ended June 30, 2025 and June 30, 2024
The following summary of our operations should be read in conjunction with our audited financial statements for the six months ended June 30, 2025 and 2024, which are included herein.
|
| Six Months Ended |
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| June 30, |
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| 2024 |
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Revenue |
| $ | 50,000 |
|
| $ | - |
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|
| 50,000 |
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|
| 100 | % |
Operating expenses |
|
| 7,128,772 |
|
|
| 91,502 |
|
|
| 7,037,270 |
|
|
| 7,691 | % |
Other expenses |
|
| 8,395 |
|
|
| 3,987 |
|
|
| 4,408 |
|
|
| 111 | % |
Net Loss |
| $ | 7,087,167 |
|
| $ | 95,489 |
|
| $ | 7,041,678 |
|
|
| 7,374 | % |
During the six months ended June 30, 2025 and 2024, the Company generated revenue of $50,000 and $0, respectively. During the six months ended June 30, 2025, the Company generated revenue from its AI-Driven Ecosystem Product Planning consulting service.
Net loss increased to $7,087,167 for the six months ended June 30, 2025 from $95,489 for the six months ended June 30, 2024 mainly due to the increase in operating expense.
Operating expenses for six months ended June 30, 2025 increased to $7,128,772 from $91,502 for the six months ended June 30, 2024 mainly due to the increase in stock-based compensation, audit fees, accounting fees and legal fees. During the six months ended June 30, 2025, the Company incurred stock-based compensation of $7,060,100 from the issuance of 3,616,000 shares of common stock to consultants for service rendered.
Liquidity and Capital Resources
The following table provides selected financial data about the Company as of June 30, 2025 and December 31, 2024
Working Capital
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| As of |
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| As of |
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| December 31, |
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| 2024 |
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Current Assets |
| $ | 330,530 |
|
| $ | 31,103 |
|
| $ | 299,427 |
|
|
| 963 | % |
Current Liabilities |
| $ | 88,442 |
|
| $ | 225,294 |
|
| $ | (136,852 | ) |
| (61%) |
| |
Working Capital Deficiency |
| $ | 242,088 |
|
| $ | (194,191 | ) |
| $ | 162,575 |
|
| (84%) |
| |
As at June 30, 2025, our Company had a working capital of $242,088 compared with a working capital deficiency of $194,191 as at December 31, 2024. The increase in working capital was primarily due to the increase in deferred share issuance cost of $254,750, accounts receivable of $50,000 and prepaid expense of $10,680 and the decrease in convertible note of $153,250.
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Cash Flows
Six months ended June 30, 2025, compared to the six months ended June 30, 2024:
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Cash flows used in operating activities |
| $ | (92,639 | ) |
| $ | (35,026 | ) |
| $ | (57,613 | ) |
|
| 165 | % |
Cash flows used in investing activities |
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| - |
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| - |
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| - |
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| - |
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Cash flows provided by financing activities |
|
| 76,636 |
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|
| 35,026 |
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|
| 41,610 |
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|
| 119 | % |
Net changes in cash |
| $ | (16,003 | ) |
| $ | - |
|
| $ | (16,003 | ) |
| (100%) |
| |
Cash Flow from Operating Activities
We have not generated positive cash flow from operating activities. During the six months ended June 30, 2025, net cash used in operating activities was $92,639 compared to $35,026 used during the six months ended June 30, 2024.
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 reduced by amortization of $6,456, stock-based compensation of $7,060,100 and was increased by net changes in operating assets and liabilities of $72,028.
Cash flows used in operating activities during the six months ended June 30, 2024, comprised of a net loss of $95,489, which was reduced by amortization of $6,456, imputed interest of $3,321 and net changes in operating assets and liabilities of $50,686.
Cash Flow from Investing Activities
During the six months ended June 30, 2025 and 2024, we did not have any investing activities.
Cash Flow from Financing Activities
During the six months ended June 30, 2025 and 2024, we had net cash provided by financing activities of $76,636 and $35,026, respectively.
During the six months ended June 30, 2025, we received advancement from non-affiliates of $53,620 and advancement from the director of $23,016 for payment made to vendors on behalf of the Company.
During the six months ended June 30, 2024, we received advancement from the former director of $35,026 for payment made to vendors on behalf of the Company.
Going Concern
As of the six months ended June 30, 2025, we had an accumulated deficit of $7,545,784 and negative operating cash flow of $92,639 for six months ended June 30, 2025.
While TRSO continues to invest heavily in its transformative growth strategy, the Company has demonstrated significant progress in strengthening its financial foundation and operational capabilities.
The improvement in working capital from a deficit of $194,191 to a positive $242,088 reflects effective financial management and successful execution of the business transformation. Management has implemented a comprehensive strategy focused on accelerating revenue growth through expanded client relationships, strategic acquisitions to enhance technology offerings, and systematic intellectual property development.
With committed funding of up to $10 million available through the Williamsburg agreement and strong early revenue generation demonstrating market validation, TRSO is well-positioned to achieve sustainable profitability and deliver exceptional returns to shareholders as the AI market continues its rapid expansion.
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.
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Critical Accounting Policies
The preparation of financial statements in accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. A change in managements’ estimates or assumptions could have a material impact on our financial condition and results of operations during the period in which such changes occurred. Actual results could differ from those estimates. Our financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented.
Fair Value of Financial Instruments
ASC 820 “Fair Value Measurements and Disclosures” establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.
These tiers include:
Level 1: defined as observable inputs such as quoted prices in active markets;
Level 2: defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and
Level 3: defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.
The carrying value of cash, prepayments and the Company’s loan from shareholder approximates its fair value due to their short-term maturity.
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
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.
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.
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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, 2025. 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, 2025.
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.
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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
During the three months ended March 31, 2025, the Company issued an aggregate of 221,000 shares of common stock to consultants for service rendered valued at $408,850.
During the three months ended March 31, 2025, upon the execution of the Equity Purchase Agreement with Williamburg Venture Holding, LLC, the Company issued an aggregate of 135,000 shares of common stock valued at $249,750 as commitment shares.
On March 06, 2025, a convertible note of $153,250 was fully converted to 5,117,333 shares of common stock.
During the three months ended June 30, 2025, the Company issued an aggregate of 3,395,000 shares of common stock to consultants for service rendered valued at $6,651,250.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None
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Item 6. Exhibits
| Certification of Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act | |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.
| Transuite.Org Inc. |
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Dated August 13, 2025 | By: | /s/ Mengqing Fan |
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| Mengqing Fan |
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| Title: CEO, Director |
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Dated August 13, 2025 | By: | /s/ Wei Zhen |
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| Wei Zhen |
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| Title: CFO, Director |
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