U.S.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Mark One
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
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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.
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(Exact name of registrant as specified in its charter) |
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7370 |
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(State or Other Jurisdiction of Incorporation or Organization) |
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(Primary Standard Industrial Classification Number) |
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(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)
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Large accelerated filer |
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Accelerated filer |
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☒ |
Smaller reporting company |
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(Do not check if a smaller reporting company) |
Emerging growth company |
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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.
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TABLE OF CONTENTS
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PART I - FINANCIAL INFORMATION |
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Item 1. |
Unaudited Condensed Consolidated Financial Statements |
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3 |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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| 2 |
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| Table of Contents |
Transuite.Org Inc.
Condensed Consolidated Balance Sheets
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September 30, |
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December 31, |
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2025 |
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2024 |
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(Unaudited) |
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(Audited) |
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ASSETS |
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Current Assets |
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Cash and cash equivalents |
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$ |
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$ |
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Fund held in trust |
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Accounts receivable |
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Other receivable and prepayment |
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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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$ |
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$ |
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Other Assets |
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Goodwill |
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Intangible assets, net |
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Total Assets |
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$ |
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$ |
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LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) |
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Current Liabilities |
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Accounts payable and accrued liabilities |
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$ |
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$ |
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Accrued interest |
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Due to related party |
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Convertible note |
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Stock payable |
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Total Current Liabilities |
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Loan payable |
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Contingent liability |
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Total Liabilities |
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Commitments and Contingencies (Note 12) |
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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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(
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(
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Total equity (deficit) attributed to Transuite.Org. Inc. |
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(
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Non-controlling interest |
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(
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Total Stockholders' Equity (Deficit) |
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(
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) |
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$ |
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$ |
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The accompanying notes are an integral part of the condensed consolidated financial statements.
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Transuite.Org Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
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Three Months Ended |
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Nine Months Ended |
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September 30, |
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September 30, |
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2025 |
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2024 |
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2025 |
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2024 |
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Revenues |
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$ |
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$ |
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$ |
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$ |
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Operating Expenses |
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General and administrative expenses |
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$ |
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$ |
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$ |
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$ |
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Professional fees (including stock-based compensation of $20,878,790 and $0 for three months ended September 30, 2025 and 2024 and $27,938,890 and $0 for nine months ended September 30, 2025 and 2024, respectively) |
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Amortization |
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Total operating expenses |
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Net loss from operations |
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(
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(
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(
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(
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Other expense |
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Interest expense |
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(
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(
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(
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Total other expense |
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(
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(
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(
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Net loss before taxes |
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(
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(
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(
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(
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Provision for income taxes |
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Net loss |
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$ |
(
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$ |
(
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$ |
(
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$ |
(
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Less: Net loss attributable to non-controlling interest |
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(
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(
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Net loss attributable to Transuite.Org.Inc. |
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$ |
(
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$ |
(
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$ |
(
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$ |
(
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Net Loss Per Common Share – Basic and Diluted |
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$ |
(
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$ |
(
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$ |
(
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$ |
(
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Weighted Average Common Shares Outstanding |
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The accompanying notes are an integral part of the condensed consolidated financial statements.
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Transuite.Org Inc.
Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit)
For the six months ended September 30, 2025 and September 30, 2024
(Unaudited)
For nine months ended September 30, 2025
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Common stock |
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Additional Paid-in |
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Accumulated |
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Non-controlling |
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Total Shareholders' Equity |
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Shares |
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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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(Deficit) |
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Balance, December 31, 2024 (Audited) |
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$ |
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$ |
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$ |
(
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$ |
(
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$ |
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$ |
(
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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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(
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(
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(
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(
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Balance, March 31, 2025 (Unaudited) |
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$ |
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$ |
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$ |
(
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$ |
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$ |
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$ |
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Stock-based compensation |
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Net loss |
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- |
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(
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(
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(
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(
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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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$ |
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$ |
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Stock-based compensation |
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Issuance of common stock for acquisition of Goldfinch Group Holdings Ltd. |
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(
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(
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(
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(
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(
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Issuance of common stock for acquisition of SolanAI Global Ltd. |
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(
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Issuance of common stock for acquisition of Xirangsheng (Shenzhen) Health Technology Co., Ltd. |
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Net loss |
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- |
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(
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(
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(
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(
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Balance, September 30, 2025 (Unaudited) |
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$ |
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$ |
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$ |
(
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$ |
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$ |
(
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$ |
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For nine months ended September 30, 2024
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Common stock |
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Additional Paid-in |
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Accumulated |
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Non-controlling |
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Total Shareholders' |
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Shares |
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Amount |
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Capital |
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Deficit |
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Total |
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Interest |
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Deficit |
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Balance, December 31, 2023 (Unaudited) |
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$ |
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$ |
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$ |
(
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$ |
(
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$ |
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$ |
(
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Imputed interest |
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- |
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Net loss |
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(
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(
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(
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Balance, March 31, 2024 (Unaudited) |
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$ |
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$ |
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$ |
(
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$ |
(
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$ |
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$ |
(
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Imputed interest |
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- |
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Net loss |
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(
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(
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(
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Balance, June 30, 2024 (Unaudited) |
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$ |
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$ |
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$ |
(
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$ |
(
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$ |
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$ |
(
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Forgiveness of loan payable to related party |
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- |
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Net loss |
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- |
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(
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(
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(
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Balance, September 30, 2024 (Unaudited) |
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$ |
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$ |
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$ |
(
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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 the condensed consolidated financial statements.
|
|
Transuite.Org Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
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|
Nine Months Ended |
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|||||
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September 30, |
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|||||
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2025 |
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2024 |
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Cash Flows from Operating Activities: |
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Net loss |
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$ |
(
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$ |
(
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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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(
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) |
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Prepaid Expense |
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(
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) |
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Deferred Share Issuance Cost |
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(
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) |
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Accounts payable and accrued liabilities |
|
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Accrued Interest |
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Net Cash Used in Operating Activities |
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(
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) |
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(
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) |
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Cash Flows from Investing Activities: |
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|
Net funds from acquisition of Xirangsheng (Shenzhen) Health Technology Co., Ltd. |
|
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Net Cash Provided by Investing Activities |
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Cash Flows from Financing Activities: |
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Proceeds from loans |
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Repayment of loans |
|
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(
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) |
|
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|
Proceed from related party |
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Proceeds from loan payable – related parties |
|
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|
Repayment of loan payable – related party |
|
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(
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) |
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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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(
|
) |
|
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|
Cash and Cash Equivalents, beginning of period |
|
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Cash and Cash Equivalents, end of period |
|
$ |
|
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$ |
|
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|
Cash consists of: |
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Cash at bank |
|
$ |
|
|
|
$ |
|
|
|
Funds held in trust |
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
$ |
|
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|
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|
|
Supplemental Disclosure Information: |
|
|
|
|
|
|
|
|
|
Cash paid for interest |
|
$ |
|
|
|
$ |
|
|
|
Cash paid for taxes |
|
$ |
|
|
|
$ |
|
|
|
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|
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|
|
Non-Cash Disclosure: |
|
|
|
|
|
|
|
|
|
Forgiveness of loan payable to related party |
|
$ |
|
|
|
$ |
|
|
|
Issuance of common stock as commitment shares |
|
$ |
|
|
|
$ |
|
|
|
Conversion of convertible notes payable |
|
$ |
|
|
|
$ |
|
|
|
Issuance of common stock for acquisition of Goldfinch Group Holdings Ltd. |
|
$ |
|
|
|
$ |
|
|
|
Issuance of common stock for acquisition of SolanAI Global Ltd. |
|
$ |
|
|
|
$ |
|
|
|
Issuance of common stock for acquisition of Xirangsheng (Shenzhen) Health Technology Co., Ltd. |
|
$ |
|
|
|
$ |
|
|
The accompanying notes are an integral part of the condensed consolidated financial statements.
| 3 |
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| Table of Contents |
Transuite.Org Inc.
Notes to the Condensed Consolidated Financial Statements
September 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
On August 8, 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 entered into a share exchange agreement with Crestar Holdings Ltd., wholly owned subsidiary of Goldfinch Group Holdings Ltd., and Hailiang Li for the acquisition of
| 4 |
|
|
| Table of Contents |
On September 15, 2025, the Company entered into a Letter of Intent (“LOI”) with Fujian Wochong Intelligent Technology Co., Ltd. (“Wochong”) outlining a proposed transaction for the acquisition of
On September 26, 2025, the Company entered into a Letter of Intent (“LOI”) with SYD GOLDX PTY LTD (“SGX”) outlining a proposed transaction for the acquisition of
On September 30, 2025, the Company entered into a share exchange agreement with Crestar Holdings Ltd., wholly owned subsidiary of Goldfinch Group Holdings Ltd., and Hailiang Li for the acquisition of
NOTE 2 – 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 3 – 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 nine months ended September 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.
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 Hold ing Ltd.) a nd Xirangsheng (Shenzhen) Health Technology Co., Ltd. and 51% owned SolanAI Global Ltd.. All material intercompany balances and transactions have been eliminated.
Foreign Currency Translations
The Company’s functional and reporting currency is the U.S. dollar. Xirangsheng (Shenzhen) Health Technology Co., Ltd.’s, SolanAI Global Ltd.’s and Goldfinch Group Holdings Ltd.’s functional currency is the Chinese Renminbi (RMB). All transactions initiated in RMB 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. |
| 5 |
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| Table of Contents |
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.
|
|
|
Nine Months Ended |
|
|||||
|
|
|
September 30, |
|
|||||
|
|
|
2025 |
|
|
2024 |
|
||
|
Spot USD:RMB exchange rate |
|
|
|
|
|
|
|
|
|
Average USD:RMB exchange rate |
|
|
|
|
|
|
|
|
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.
| 6 |
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| Table of Contents |
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 September 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 September 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 September 30, 2025 and December 31, 2024, accounts receivable was $
Prepaid Expenses
Prepaid expenses are amounts paid to secure the use of assets or the receipt of services at a future date or continuously over one or more future periods. When the prepaid expenses are eventually consumed, they are charged to expense.
As of September 30, 2025 and December 31, 2024, 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 September 30, 2025, goodwill of $12,501,149 was generated through the acquisition of 51% equity interest in SolanAI Global Ltd. (Note 9)
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 $
On September 30, 2025, the Company acquired AI Social Agent for Traditional Chinese Medicine of $
As of September 30, 2025 and December 31, 2024, the total intangible assets were $
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.
| 7 |
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| Table of Contents |
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.
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. During the nine months ended September 30, 2025, the Company 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 nine months ended September 30, 2025 and 2024, the Company recorded $
| 8 |
|
|
| Table of Contents |
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 nine months ended September 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:
|
|
|
September 30, |
|
|
September 30, |
|
||
|
|
|
2025 |
|
|
2024 |
|
||
|
|
|
(Shares) |
|
|
(Shares) |
|
||
|
Convertible Notes |
|
|
- |
|
|
|
|
|
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.
In July 2025, the FASB issued Accounting Standards Update 2025-05, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”). ASU 2025-05 provides a practical expedient that all entities can use when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC 606, Revenue from Contracts with Customers. Under this practical expedient, an entity is allowed to assume that the current conditions it has applied in determining credit loss allowances for current accounts receivable and current contract assets remain unchanged for the remaining life of those assets. ASU 2025-05 is effective for fiscal years beginning after December 15, 2025, and interim reporting periods in those years. Entities that elect the practical expedient and, if applicable, make the accounting policy election are required to apply the amendments prospectively. We are currently evaluating the potential impact of adopting ASU 2025-05 on our consolidated financial statements and disclosures.
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 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 4 – DEFERRED SHARE ISSUANCE COST
On January 25, 2025, the Company entered into an
|
|
· |
50% of the commitment shares (
|
|
|
|
|
|
|
· |
50% of the commitment shares (135,000 shares) will be issued once the investor reaches 50% of the maximum commitment amount. |
During the nine months ended September 30, 2025, upon the execution of the Equity Purchase Agreement, the Company issued
As of September 30, 2025, the deferred share issuance cost aggregated to $
| 10 |
|
|
| Table of Contents |
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 $
As of September 30, 2025, the loan payable to the non-affiliate was $
On March 31, 2025, the Company entered into a loan agreement with a non-affiliate party at $
During the nine months ending September 30, 2025 and 2024, interest expense was $
As of September 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 September 30, 2025 and December 31, 2024, convertible note payable was $
| 11 |
|
|
| Table of Contents |
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 nine months ending September 30, 2025 and 2024, the current director of the Company, who was appointed on October 28, 2024, made payment to vendors of $
During the nine months ended September 30, 2025, the director of
Goldfinch Group Holdings Ltd. made payment on incorporation and registration cost on behalf of its wholl
y subsidiary Crestar Holding Ltd. of $
As of September 30, 2025 and December 31, 2024, the amount due to the
related parties
was $
NOTE 8 - EQUITY
The Company has
During the nine months ended September 30, 2025, the Company issued an aggregate of
During the nine months ended September 30, 2025, upon the execution of the Equity Purchase Agreement with Williamburg Venture Holding, LLC, the Company issued an aggregate of
During the nine months ended September 30, 2025, a convertible note of $
On August 20, 2025, the Company issued
On August 25, 2025, the Company issued
On September 30, 2025, the Company issued
As of September 30, 2025 and December 31, 2024, the issued and outstanding common stock was
Stock Payable
On August 12, 2025, the Company accrued stock payable of $
| 12 |
|
|
| Table of Contents |
NOTE 9 – ACQUISITION
Xirangsheng (Shenzhen) Health Technology Co., Ltd.
On September 30, 2025, the Company entered into a share exchange agreement with Crestar Holdings Ltd., wholly owned subsidiary of Goldfinch Group Holdings Ltd., and Hailiang Li for the acquisition of
The acquisition was closed on September 30, 2025. XRS has been included in our consolidated balance sheets since the acquisition date.
The following table summarizes the preliminary identifiable assets acquired and liabilities assumed upon acquisition of XRS and the calculation of contingent liability:
|
Total purchase price |
|
$ |
|
|
|
|
|
|
|
|
|
Bank |
|
|
|
|
|
Prepaid Expense |
|
|
|
|
|
Other Receivable |
|
|
|
|
|
Intangible Assets |
|
|
|
|
|
Total identifiable assets |
|
|
24,587,845 |
|
|
|
|
|
|
|
|
Other Payable |
|
|
(
|
) |
|
Total identifiable liabilities |
|
|
(
|
) |
|
|
|
|
|
|
|
Net assets |
|
|
|
|
|
|
|
|
|
|
|
Contingent Liability |
|
$ |
(
|
) |
The Company, on consolidation of the acquired entity, has included the value of $
SolanAI Global Ltd.
On August 25, 2025, the Company entered into a share exchange agreement with Crestar Holdings Ltd., wholly owned subsidiary of Goldfinch Group Holdings Ltd., and Hailiang Li for the acquisition of
The acquisition was closed on August 25, 2025. SolanAI has been included in our consolidated balance sheets since the acquisition date.
The following table summarizes the preliminary liabilities assumed upon acquisition of SolanAI and the calculation of goodwill:
|
Total purchase price |
|
$ |
|
|
|
|
|
|
|
|
|
Total identifiable assets |
|
|
|
|
|
|
|
|
|
|
|
Other Payable |
|
|
(
|
) |
|
Total identifiable liabilities |
|
|
(
|
) |
|
|
|
|
|
|
|
Net assets (liabilities) |
|
|
(
|
) |
|
|
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Non-controlling interest |
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Total net assets (liabilities) |
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(
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) |
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Goodwill |
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$ |
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NOTE 10 – 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 September 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.
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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.
NOTE 11 – 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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· |
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· |
|
On September 30, 2025, the Company entered into a share exchange agreement with Crestar Holdings Ltd. (Note 10) for the acquisition of XRS. The Company made an initial share payment valued at $
NOTE 12 – SUBSEQUENT EVENTS
In accordance with ASC 855, “Subsequent Events,” the Company has analyzed its operations subsequent to September 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.
In October 2025, the Company issued an aggregate of
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
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overview
Transuite.Org Inc. (the “Company,” “we,” “us,” or “our”, Ticker: TRSO ) is a technology company focused on innovation in the artificial intelligence (AI) sector, having successfully completed a strategic transformation from a provider of traditional language services to a provider of AI-driven solutions. The Company’s mission is to develop and deploy advanced AI technologies that empower clients across various industries to enhance operational efficiency, strengthen customer engagement, and expand their global market reach. The Company is led by a diverse team of international talent with deep professional expertise and international experience in AI, Web3.0, the Internet of Things (IoT), and financial technology.
The Company executes its AI development strategy through its wholly-owned subsidiary, Goldfinch Group Holdings Ltd., and its underlying holding structure, which provides a solid organizational framework for our technological integration and global business expansion.
Business and Strategy
For the third quarter ended September 30, 2025, the Company got revenue from providing AI ecosystem-related products and consulting services. We believe this result provides an initial validation of the viability of our business model and the market demand for our solutions. The Company leverages its proprietary technology stack, including advanced AI models, big data analytics capabilities, and Web3/blockchain infrastructure, to establish a differentiated competitive advantage in the global market for intelligent customer support and cross-lingual automation services.
Recent Developments and Strategic Transactions
During the third quarter of 2025, the Company pursued a series of strategic transactions to accelerate business growth and solidify its market position. These initiatives are designed to enhance our technological capabilities, broaden our product portfolio, and ultimately increase shareholder value.
Proposed Material Acquisitions
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|
· |
Proposed Transaction with Fujian Wochong Intelligent Technology Co., Ltd.: On September 15, 2025, the Company entered into an LOI to acquire a 51% equity interest in Fujian Wochong Intelligent Technology Co., Ltd. (“Wochong”), a National High-Tech Enterprise in China. Wochong specializes in intelligent electric vehicle (EV) charging solutions and possesses a comprehensive product portfolio, including high-end intelligent charging piles, charging security management systems, and an IoT and AI cloud platform. This proposed acquisition is intended to enable the Company to enter the rapidly growing EV charging market and to explore synergies between AI technology and IoT infrastructure, including the joint development of applications for the tokenization of charging assets as Real World Assets (RWAs). The consummation of this transaction is contingent upon the results of due diligence and execution of a definitive agreement |
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· |
Proposed Transaction with SYD GOLDX PTY LTD: On September 26, 2025, the Company entered into an LOI to acquire a 51% equity interest in SYD GOLDX PTY LTD (“SGX”), a licensed digital currency exchange in Australia. This proposed transaction is intended to integrate digital currency exchange functionalities into the Company’s existing technology ecosystem, with the goal of further strengthening our Web3 and fintech service capabilities. The consummation of this transaction is also contingent upon the results of due diligence and execution of a definitive agreement |
Completed Material Acquisition
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|
· |
Completion of the Acquisition of SolanAI Global Limited: On July 8, 2025, the Company entered into a Letter of Intent (LOI) to acquire a 51% equity interest in SolanAI Global Limited, a Hong Kong-based AI technology company(“SolanAI”). Subsequently, on August 25, 2025, the parties entered into a definitive Share Exchange Agreement. Pursuant to the agreement, the Company has issued restricted shares of its common stock as initial consideration and may issue up to an additional shares based on a future independent valuation of SolanAI. This transaction, which is subject to the satisfaction of closing conditions, is expected to strengthen the Company’s AI research and development capabilities and expand its presence in the Asian market upon completion |
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· |
Completion of the Acquisition of Xirangsheng (Shenzhen) Health Technology Co., Ltd.: On September 30, 2025, the Company completed the acquisition of 100% of the equity of Xirangsheng (Shenzhen) Health Technology Co., Ltd. (“XRS”). XRS is an innovative enterprise that combines AI technology with Traditional Chinese Medicine (TCM) principles. Its core assets include an AI social agent based on a massive TCM knowledge base, a 21-day health supervision system, and a series of over 300 proprietary e-books on TCM health. This acquisition marks the Company’s official entry into the AI-driven wellness technology sector. The transaction was structured as a share exchange, with issued restricted shares of its common stock as initial consideration and includes an earn-out provision based on the future valuation of XRS |
The strategic initiatives described above reflect the Company’s commitment to building a diversified and vertically integrated AI-centric business ecosystem. We are actively pursuing both horizontal and vertical industry integration with the aim of strengthening our technological barriers to entry, expanding our market penetration, and leveraging our corporate structure to effectively integrate global resources and grow our international footprint. The proposed transactions are expected to complete due diligence and proceed to the definitive agreement stage by Dec 31, 2025. Our goal is to increase value to meet the requirements to uplist to Nasdaq or NYSE and bring more benefits to our shareholders and contribute the society as well.
Forward-Looking Statements
This Business section contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934. These statements are based on our current expectations, assumptions, estimates, and projections and involve known and unknown risks and uncertainties. Although we believe that the expectations reflected in these forward-looking statements are reasonable, actual results may differ materially from the results predicted in the forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements.
Outlook
We believe that the Company’s strategic transformation and recent strategic initiatives have established a foundation for our future growth and have positioned us favorably in the rapidly expanding AI market. In the future, we will focus on the successful integration of our acquired businesses, the continued development of innovative AI solutions, and the expansion of our global customer base. We believe that through our relentless pursuit of innovation, the leadership of our distinguished management team, and disciplined strategic execution, we are committed to creating long-term value for our shareholders.
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Results of Operations for the three months ended September 30, 2025 and September 30, 2024
The following summary of our operations should be read in conjunction with our audited financial statements for the three months ended September 30, 2025 and 2024, which are included herein.
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Three Months Ended |
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September 30, |
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2025 |
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2024 |
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Changes |
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% |
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Revenue |
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$ | 65,000 |
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$ | - |
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$ | 65,000 |
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100 | % |
|
Operating Expenses |
|
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20,939,131 |
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|
|
190,183 |
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20,748,948 |
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10,910 | % |
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Other expenses |
|
|
4,105 |
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- |
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|
|
4,105 |
|
|
|
100 | % |
|
Net Loss |
|
$ | 20,878,236 |
|
|
$ | 190,183 |
|
|
$ | 20,688,053 |
|
|
|
10,878 | % |
During the three months ended September 30, 2025 and 2024, the Company generated revenue of $65,000 and $0, respectively. During the three months ended September 30, 2025, the Company generated revenue from its AI-Driven Ecosystem Product Planning consulting service.
Net loss increased to $20,878,236 for the three months ended September 30, 2025 from $190,183 for the three months ended September 30, 2024 mainly due to the increase in operating expenses.
Operating expenses for three months ended September 30, 2025 increased to $20,939,131 from $190,183 for the three months ended September 30, 2024 mainly due to the increase in stock-based compensation, audit fees, accounting fees and legal fees. During the three months ended September 30, 2025, the Company incurred stock-based compensation of $20,828,790 from the issuance of 11954,000 shares of common stock to consultants for service rendered.
Results of Operations for the nine months ended September 30, 2025 and September 30, 2024
The following summary of our operations should be read in conjunction with our audited financial statements for the six months ended September 30, 2025 and 2024, which are included herein.
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Nine Months Ended |
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September 30, |
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2025 |
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2024 |
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Changes |
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% |
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Revenue |
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$ | 115,000 |
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$ | - |
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115,000 |
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|
|
100 | % |
|
Operating expenses |
|
|
28,069,179 |
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|
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281,685 |
|
|
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27,787,494 |
|
|
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9,865 | % |
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Other expenses |
|
|
11,224 |
|
|
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3,987 |
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|
|
7,237 |
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|
|
182 | % |
|
Net Loss |
|
$ | 27,965,403 |
|
|
$ | 285,672 |
|
|
$ | 27,794,731 |
|
|
|
9,730 | % |
During the nine months ended September 30, 2025 and 2024, the Company generated revenue of $115,000 and $0, respectively. During the nine months ended September 30, 2025, the Company generated revenue from its AI-Driven Ecosystem Product Planning consulting service.
Net loss increased to $27,965,403 for the nine months ended September 30, 2025 from $285,672 for the nine months ended September 30, 2024 mainly due to the increase in operating expense.
Operating expenses for nine months ended September 30, 2025 increased to $28,069,179 from $281,685 for the nine months ended September 30, 2024 mainly due to the increase in stock-based compensation, audit fees, accounting fees and legal fees. During the nine months ended September 30, 2025, the Company incurred stock-based compensation of $27,938,890 from the issuance of 15,570,000 shares of common stock to consultants for service rendered.
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Liquidity and Capital Resources
The following table provides selected financial data about the Company as of September 30, 2025 and December 31, 2024
Working Capital
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As of |
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As of |
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September 30, |
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December 31, |
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2024 |
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Changes |
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Current Assets |
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$ | 299,842 |
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$ | 31,103 |
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$ | 268,739 |
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864 | % |
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Current Liabilities |
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$ | 153,042 |
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$ | 225,294 |
|
|
$ | (72,252 | ) |
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(32 |
%) |
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Working Capital (Deficiency) |
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$ | 146,800 |
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$ | (194,191 | ) |
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$ | 196,487 |
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(101 |
%) |
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As at September 30, 2025, our Company had a working capital of $146,800 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 $15,000 and other receivable and prepayment of $16,062 and the decrease in convertible note of $153,250.
Cash Flows
Nine months ended September 30, 2025 compared to the nine months ended September 30, 2024:
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Nine Months Ended |
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September 30, |
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2025 |
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2024 |
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Changes |
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Cash flows used in operating activities |
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$ | (28,209 | ) |
|
$ | (123,877 | ) |
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$ | 95,668 |
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(77 |
%) |
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Cash flows provided by investing activities |
|
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1,458 |
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- |
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1,458 |
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|
100 | % |
|
Cash flows provided by financing activities |
|
|
24,678 |
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|
|
163,625 |
|
|
|
(138,947 | ) |
|
(85 |
%) |
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Net changes in cash |
|
$ | (2,073 | ) |
|
$ | 39,748 |
|
|
$ | (41,821 | ) |
|
(100 |
%) |
|
Cash Flow from Operating Activities
We have not generated positive cash flow from operating activities. During the nine months ended September 30, 2025, net cash used in operating activities was $28,209 compared to $123,877 used during the nine months ended September 30, 2024.
Cash flows used in operating activities during the nine months ended September 30, 2025, comprised of a net loss of $27,965,403, which was reduced by amortization of $9,684, stock-based compensation of $27,938,890 and was increased by net changes in operating assets and liabilities of $11,380.
Cash flows used in operating activities during the nine months ended September 30, 2024, comprised of a net loss of $285,672, which was reduced by amortization of $9,842, imputed interest of $3,321 and net changes in operating assets and liabilities of $148,632.
Cash Flow from Investing Activities
During the nine months ended September 30, 2025, the Company received $1,458 from net funds from acquisition of Xirangsheng (Shenzhen) Health Technology Co., Ltd.
During the nine months ended September 30, 2024, we did not have any investing activities.
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Cash Flow from Financing Activities
During the nine months ended September 30, 2025 and 2024, we had net cash provided by financing activities of $24,678 and $163,625, respectively.
During the nine months ended September 30, 2025, we received advancement from non-affiliates of $53,620 offset by repayment to the non-affiliate of $30,000, and advancement from the directors of $25,058 for payment made to vendors on behalf of the Company offset by repayment to the director of $24,000.
During the nine months ended September 30, 2024, we received advancement from the former director of $163,625 for payment made to vendors on behalf of the Company.
Going Concern
As of the nine months ended September 30, 2025, we had an accumulated deficit of $28,429,710 and negative operating cash flow of $28,209 for nine months ended September 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 $146,800 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.
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.
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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.
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 September 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 September 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 September 30, 2025, the Company issued an aggregate of 11,954,000 shares of common stock to consultants for service rendered valued at $20,828,790.
On August 20, 2025, the Company issued 3,000,000 shares of common stock at $2.00 per share with a fair value of $6,000,000 to acquire the remaining 30% equity interest in Goldfinch Group Holdings Ltd.
On August 25, 2025, the Company issued 10,000,000 shares of common stock at $1.25 per share with a fair value of $12,500,000 as initial consideration for the acquisition of 51% equity interest in SolanAI Global Ltd.
On September 30, 2025, the Company issued 10,000,000 restricted shares of common stock at $0.17 per share with a fair value of $1,700,000 as initial consideration for the acquisition of 100% equity interest in Xirangsheng (Shenzhen) Health Technology Co., Ltd.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None
Item 6. Exhibits
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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.
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Transuite.Org Inc. |
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Dated November 18, 2025 |
By: |
/s/ Mengqing Fan |
|
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|
|
Mengqing Fan |
|
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|
|
Title: CEO, Director |
|
|
Dated November 18, 2025 |
By: |
/s/ Wei Zhen |
|
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|
|
Wei Zhen |
|
|
|
|
Title: CFO, Director |
|
| 21 |