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U.S.

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

Mark One

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

☐	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. 333-255178

TRANSUITE.ORG INC.

(Exact name of registrant as specified in its charter)

Nevada

7370

30-1129581

(State or Other Jurisdiction of

Incorporation or Organization)

(Primary Standard Industrial

Classification Number)

(IRS Employer

Identification Number)

732 S 6th St# 4304

Las Vegas NV 89101

775-295-4295

(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. Yes ☒ No ☐

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). Yes ☒ No ☐

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	☐
Non-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 ☐ No ☒

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.

79,849,992 Shares of Common Stock as of June 11, 2026

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

Item 1.	Unaudited Condensed Consolidated Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	29
Item 4.	Controls and Procedures	29

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	30
Item 1A.	Risk Factors	30
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	30
Item 3.	Defaults Upon Senior Securities	30
Item 4.	Mine Safety Disclosures	30
Item 5.	Other Information	30
Item 6.	Exhibits	30
SIGNATURES		31

Table of Contents

Transuite.Org Inc.

Condensed Consolidated Balance Sheets

	March 31,			December 31,
	2026			2025
	(Unaudited)			(Audited)
ASSETS
Current Assets
Cash and cash equivalents	$	4,545		$	3,705
Accounts receivable		120,781			19,299
Other receivable		16,059			14,889
Prepaid expense		38,710			18,757
Due from related party		19,801			8,901
Deferred share issuance cost		254,750			254,750
Total Current Assets	$	454,646		$	320,301

Other Assets
Property and Equipment, net		41,724			17,160
Total Assets	$	496,370		$	337,461

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accounts payable and accrued liabilities	$	160,412		$	109,281
Due to related parties		15,338			11,682
Stock payable		169,997			688,934
Total Current Liabilities		345,747			809,897

Loan payable		40,692			-

Total Liabilities		386,439			809,897

STOCKHOLDERS' EQUITY (DEFICIT)
Common Stock: $0.001 par value, 75,000,000 shares authorized, 71,783,325 shares and 61,254,427 shares issued and outstanding, respectively		71,783			61,254
Additional paid-in capital		47,871,921			46,928,116
Accumulated deficit		(40,815,538	)		(37,619,073	)
Accumulated other comprehensive income		2,022			2,379
Less: Deferred compensation (including $23,795 and $34,890 of deferred compensation to related party, respectively)		(6,375,609	)		(9,857,820	)
Less: Treasury Stock		(600,000	)		-
Total equity (deficit) attributed to Transuite.Org. Inc.		154,579			(485,144	)
Non-controlling interest		(44,648	)		12,708
Total Stockholders' Equity (Deficit)		109,931			(472,436	)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	496,370		$	337,461

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

Transuite.Org Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

	Three Months Ended
	March 31,
	2026			2025

Revenues	$	121,784		$	-
Cost of sales		12,160			-
Gross Profit		109,624			-

Operating Expenses
General and administrative expenses	$	15,250		$	103
Professional fees (including stock-based compensation of $3,306,511 and $408,851, respectively)		3,334,814			479,997
Professional fees - related party (including stock-based compensation of $11,096 and $0, respectively)		11,096			-
Depreciation and Amortization		2,196			3,228
Total operating expenses		3,363,356			483,328

Net loss from operations		(3,253,732	)		(483,328	)

Other income (expense)
Interest expense		(47	)		(3,069	)
Other expense		(111	)		-
Other income		77			-
Total other income (expense)		(81	)		(3,069	)

Net loss before taxes		(3,253,813	)		(486,397	)
Provision for income taxes		-			-
Net loss		(3,253,813	)		(486,397	)
Less: Net loss attributable to non-controlling interest		(57,348	)		(150	)
Net loss attributable to Transuite.Org. Inc.	$	(3,196,465	)	$	(486,247	)

Comprehensive loss
Net loss	$	(3,253,813	)	$	(486,397	)
Foreign currency adjustment		(365	)		-
Total comprehensive loss		(3,254,178	)		(486,397	)
Less: Comprehensive loss attributable to noncontrolling interest	(57,356		)		-
Net comprehensive loss attributed to stockholders of Transuite.Org. Inc.	$	(3,196,822	)	$	(486,397	)

Net Loss Per Common Share – Basic and Diluted	$	(0.05	)	$	(0.06	)

Weighted Average Common Shares Outstanding		69,202,911			7,579,048

The accompanying notes are an integral part of the condensed consolidated financial statements.

Table of Contents

Transuite.Org Inc.

Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit)

For the three months ended March 31, 2026 and March 31, 2025

(Unaudited)

For three months ended March 31, 2026

																												Total
							Additional						Other												Non-			Shareholders'
	Common stock						Paid-in			Accumulated			Comprehensive			Deferred			Treasury						controlling			Equity
	Shares			Amount			Capital			Deficit			Income			Compensation			Stock			Total			Interest			(Deficit)

Balance, December 31, 2025 (Audited)		61,254,427		$	61,254		$	46,928,116		$	(37,619,073	)	$	2,379		$	(9,857,820	)	$	-		$	(485,144	)	$	12,708		$	(472,436	)
Issuance of common stock for debt settlement		3,148,898			3,149			185,785			-			-			-			-			188,934			-			188,934
Issuance of common stock for acquisition of Goldfinch Group Co. Ltd. HK		3,500,000			3,500			346,500			-			-			-			-			350,000			-			350,000
Issuance of common stock to non-affiliates for services		2,550,000			2,550			342,450			-			-			-			-			345,000			-			345,000
Issuance of common stock to SolanAI Global Ltd. as treasury stock		3,000,000			3,000			597,000			-			-			-			(600,000	)		-			-			-
Cancellation of common stock issued to non-affiliates for services		(1,670,000	)		(1,670	)		(527,930	)		-			-			7,276			-			(522,324	)		-			(522,324	)
Stock-based compensation incurred from deferred compensation		-			-			-			-			-			3,474,935			-			3,474,935			-			3,474,935
Other comprehensive loss		-			-			-			-			(357	)		-			-			(357	)		(8	)		(365	)
Net loss		-			-			-			(3,196,465	)		-			-			-			(3,196,465	)		(57,348	)		(3,253,813	)
Balance, March 31, 2026 (Unaudited)		71,783,325		$	71,783		$	47,871,921		$	(40,815,538	)	$	2,022		$	(6,375,609	)	$	(600,000	)	$	154,579		$	(44,648	)	$	109,931

For three months ended March 31, 2025

																Total
					Additional								Non-			Shareholders'
	Common stock				Paid-in		Accumulated						controlling			Equity
	Shares		Amount		Capital		Deficit			Total			Interest			(Deficit)
Balance, December 31, 2024 (Audited)		4,046,760	$	4,047	$	143,843	$	(458,919	)	$	(311,029	)	$	8,927		$	(302,102	)

Stock-based compensation		221,000		221		408,629		-			408,850			-			408,850
Issuance of common stock as commitment shares		135,000		135		249,615		-			249,750			-			249,750
Issuance of common stock for conversion of convertible note		5,117,333		5,117		148,403		-			153,520			-			153,520
Net loss		-		-		-		(486,247	)		(486,247	)		(150	)		(486,397	)
Balance, March 31, 2025 (Unaudited)		9,520,093	$	9,520	$	950,490	$	(945,166	)	$	14,844		$	8,777		$	23,621

The accompanying notes are an integral part of these condensed consolidated financial statements.

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Transuite.Org Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	Three Months Ended
	March 31,
	2026			2025

Cash Flows from Operating Activities:
Net loss	$	(3,253,813	)	$	(486,397	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization on intangible assets		-			3,228
Depreciation on property and equipment		2,196
Issuance of common stock to non-affiliates for services		345,000			408,851
Accrual of unvested incentive stock		19,997			-
Cancellation of common stock issued to non-affiliates for services		(522,324	)		-
Stock-based compensation incurred from deferred compensation		3,474,935			-
Changes in operating assets and liabilities:
Accounts receivable		(101,482	)		-
Other receivable		(1,170	)		-
Prepaid expense		(19,953	)		(14,685	)
Deferred Share Issuance Cost		-			(5,002	)
Accounts payable and accrued liabilities		51,131			18,789
Accrued Interest		-			3,070
Net Cash Used in Operating Activities		(5,483	)		(72,146	)

Cash Flows from Investing Activities:
Acquisition of property and equipment		(26,521	)		-
Net Cash Used in Investing Activities		(26,521	)		-

Cash Flows from Financing Activities:
Proceeds from loans		40,692			46,820
Repayment to related party		(10,900	)		-
Advancement from related party		3,635			-
Proceeds from loan payable – related party		-			9,606
Net Cash Provided by Financing Activities		33,427			56,426

Effect of exchange rate changes on cash		(583	)		-

Net Change in Cash and Cash Equivalents		840			(15,720	)
Cash and Cash Equivalents, beginning of period		3,705			16,103
Cash and Cash Equivalents, end of period	$	4,545		$	383

Cash consists of:
Cash at bank	$	4,545		$	-
Funds held in trust		-			383
	$	4,545		$	383

Supplemental Disclosure Information:
Cash paid for interest	$	-		$	-
Cash paid for taxes	$	-		$	-

Non-Cash Disclosure:
Issuance of common stock as commitment shares	$	-		$	249,748
Issuance of common stock to non-affiliates for services	$	345,000		$	-
Issuance of common stock to SolanAI Global Ltd. as treasury stock	$	600,000		$	-
Issuance of common stock for debt settlement	$	188,934		$	-
Issuance of common stock for acquisition of Goldfinch Group Co. Ltd. HK	$	350,000		$	-
Cancellation of common stock issued to non-affiliates for services	$	(522,324	)	$	-

The accompanying notes are an integral part of these condensed consolidated financial statements.

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Transuite.Org Inc.

Notes to the Consolidated Financial Statements

March 31, 2026

(Unaudited)

NOTE 1 - NATURE OF OPERATIONS

Transuite.Org Inc. (“TRSO” or the “Company”) is a Nevada corporation incorporated on June 15, 2018. The Company’s common stock is publicly traded on the OTCQB market under the ticker symbol TRSO.

The Company is a technology-focused holding company dedicated to developing integrated solutions that combine Web3 infrastructure, digital asset technologies, and artificial intelligence-enabled enterprise systems. Through strategic acquisitions, partnerships, and platform development initiatives, the Company is positioning itself to build a scalable ecosystem designed to connect digital financial systems with real-world commercial and infrastructure applications.

The Company’s long-term strategy centers on connecting digital assets, Web3 blockchain infrastructure, and real-world assets (“RWA”) through compliant, enterprise-grade platforms. Management believes that the convergence of digital finance, distributed infrastructure, and intelligent automation technologies represents a significant growth opportunity across global markets.

The Company’s operations are currently organized around three primary strategic business initiatives:

SolanAI – Web3 Payment and Digital Asset Infrastructure

Through its subsidiary SolanAI Global Limited, a Hong Kong-based technology entity led by experienced Web3 technology professionals, the Company is developing digital payment infrastructure designed to connect blockchain-based digital assets with real-world commercial payment environments. The SolanAI platform is intended to support compliant digital asset transactions, enterprise payment integration, and cross-platform settlement capabilities. This infrastructure is designed to serve as a foundational bridge between decentralized financial technologies and traditional business systems.

AUXSTO – Digital Asset Exchange and Financial Infrastructure

The Company has entered into strategic cooperation arrangements with Australian Fintech Group Pty Ltd. (“AFT Group”), a global technology-finance group headquartered in Sydney, Australia. Under these arrangements, the parties intend to engage in long-term strategic collaboration in the areas of Web3 financial infrastructure, digital payment systems, and digital asset trading platform development.

In addition, the Company has entered into an arrangement to acquire a 51% equity interest in AEEC International Pty Ltd. (formerly known as Australian Equity Exchange Center Pty Ltd.) (“AEEC”), which operates under the brand name AUXSTO. The AUXSTO platform is an Australia-based digital asset trading and technology infrastructure provider focused on delivering compliant digital asset trading services, liquidity support, and fiat currency on-ramp and off-ramp capabilities.

AEEC has represented that it operates as a digital asset service provider registered with the Australian Transaction Reports and Analysis Centre (“AUSTRAC”) as a Digital Currency Exchange provider, supporting regulatory compliance in anti-money laundering and counter-terrorism financing programs. Through this cooperation framework, the Company intends to expand its capabilities in regulated digital asset infrastructure, cross-border settlement systems, and institutional-grade digital finance services.

Goldfinch – Intelligent Infrastructure and Real-World Asset Integration

Through its subsidiary Goldfinch-Chong (Fuzhou) Technology Co., Ltd., the Company operates intelligent infrastructure systems focused on the management and optimization of distributed energy and charging infrastructure assets. The Goldfinch platform is designed to support intelligent infrastructure deployment, data-driven asset management, and technology-enabled digitization of real-world infrastructure systems. These capabilities align with the Company’s broader strategy to integrate physical infrastructure assets with digital financial technologies.

Strategic Development and Future Outlook

During the year ended December 31, 2025, the Company generated revenue primarily from strategic consulting and technology-related services that supported enterprise digital infrastructure initiatives. Concurrently, the Company executed a series of strategic acquisitions and cooperation agreements intended to expand its technological capabilities and global market presence.

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Management continues to focus on the integration of acquired businesses, the development of scalable infrastructure platforms, and the expansion of strategic partnerships across multiple jurisdictions. The Company’s future growth is expected to be driven by continued platform development, commercialization of digital asset infrastructure, and expansion into regulated financial technology markets.

As a developing technology holding company, the Company’s future operations depend on its ability to successfully integrate acquired entities, develop scalable technology platforms, obtain additional financing, and execute its long-term strategic initiatives in global digital infrastructure and financial technology sectors.

The Company is advancing a long-term strategy focused on building regulated digital asset infrastructure, enterprise payment connectivity, and real-world asset integration platforms across multiple markets.

The following completed acquisitions and entity formations expanded the Company’s operating platform during fiscal 2025 and the three months ended March 31, 2026.

On August 14, 2025, Crestar Holdings Ltd. was formed as a 100% subsidiary of Goldfinch Group Holdings Ltd. in which the Company indirectly has a 100% equity interest.

On August 20, 2025, the Company entered into a share exchange agreement with Fidelity World Holdings Ltd. for the acquisition of the remaining 30% equity interest in Goldfinch Group Holdings Ltd. through the issuance of 3,000,000 restricted common shares. Upon completion of the transaction, the Goldfinch Group Holdings Ltd. became a wholly owned subsidiary of the Company.

On August 25, 2025, the Company completed the acquisition of 51% of SolanAI Global Ltd. through the issuance of 10,000,000 restricted common shares as initial consideration.

On September 3, 2025, Yuan Qi (Shenzhen) AI Co., Ltd. was formed as a 100% subsidiary of Crestar Holdings Ltd., in which the Company indirectly has a 100% equity interest.

On September 16, 2025, Jiansheng (Shenzhen) Technology Co., Ltd. was formed as an 80% subsidiary of Crestar Holdings Ltd., in which the Company indirectly has an 80% equity interest. Jiansheng (Shenzhen) Technology Co., Ltd. specializes in AI application software development.

On September 29, 2025, Solan (Shenzhen) Technology Co., Ltd. was formed as a 100% subsidiary of Crestar Holdings Ltd., in which the Company indirectly has a 100% equity interest.

On September 30, 2025, the Company completed the acquisition of 100% of Xirangsheng (Shenzhen) Health Technology Co., Ltd. through the issuance of 10,000,000 restricted common shares as initial consideration.

On December 31, 2025, the Company entered into a share exchange agreement for the acquisition of 51% of Goldfinch Group Co. Ltd. (Hong Kong), which holds 100% of Goldfinch-Chong (Fuzhou) Technology Co., Ltd., through the issuance of 5,000,000 restricted common shares. As of December 31, 2025, 5,000,000 shares remained outstanding and were recorded as stock payable. From January to February 2026, 3,500,000 shares were issued with 1,500,000 shares to be issued within year 2026.

On February 21, 2026, the Company entered into a Cooperation Agreement with Honwo Technology Holding Limited (“Honwo”) to establish a strategic collaboration framework in Web3 technology and related business development.

Pursuant to the agreement, Crestar Holdings Limited, a wholly owned subsidiary of the Company, agreed to transfer a 19% equity interest in SolanAI Global Limited to Honwo while retaining majority ownership and control. In connection with this arrangement, the Company agreed to issue an aggregate of 5,000,000 restricted shares of its common stock, consisting of 3,000,000 strategic support shares to SolanAI and 2,000,000 incentive shares to Honwo subject to specified service-related conditions.

On February 24, 2026, the Company issued 1,000,000 restricted common shares to Honwo.

On February 23, 2026, pursuant to the agreement signed on February 21, 2026, the Company issued 3,000,000 common shares to Solan AI Global Ltd for strategic support shares.

On March 10, 2026, the Company entered into a Cooperation Agreement with Australian Fintech Group Pty Ltd. (“AFT Group”) and AEEC International Pty Ltd. (“AEEC”) to establish a strategic partnership in fields of Web3 financial infrastructure, digital payment systems, and digital asset trading platform development.

In connection with this cooperation, the Company, through its subsidiary Crestar Holdings Limited, intends to acquire a 51% equity interest in AEEC, subject to the satisfaction of certain closing conditions. As consideration, the Company agreed to issue an aggregate of 8,000,000 restricted shares of its common stock to AEEC and/or its designated entities upon completion of the transaction.

As of March 31, 2026, the Company had completed a substantial portion of its strategic asset integration and capital structure repositioning, which management believes provides an initial foundation for future platform commercialization and business expansion.

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NOTE 2 – GOING CONCERN

As reflected in the financial statements, the Company had an accumulated deficit of $40,815,538 at March 31, 2026 and cash used in operations of $5,483 for the three months ended March 31, 2026. Management notes, however, that a substantial portion of the Company’s reported loss and operating expenses for the three months ended March 31, 2026 consisted of non-cash items, including stock-based compensation and impairment charges, which did not have a corresponding impact on near-term operating cash flows.

The Company's ability to continue as a going concern is contingent upon achieving future profitable operations and securing sufficient financing to meet operational obligations. Management plans to fund operations over the next twelve months through existing cash resources, related party support, additional debt or equity financing, and potential capital raises via public or private offerings. Management is actively pursuing these funding and business development initiatives and believes that such efforts, together with ongoing liability management and strategic expansion activities, may support the Company’s operations and business objectives over the next twelve months. However, there can be no assurance that the Company will ultimately be successful in obtaining sufficient financing or achieving profitable operations.

To improve its financial position, the Company has implemented a comprehensive strategy focused on:

	1.	Revenue Growth – expanding strategic consulting, enterprise technology, and infrastructure-related service opportunities;
	2.	Strategic Expansion – integrating acquired businesses and developing scalable Web3, digital asset, and infrastructure platforms;
	3.	Market Development – building strategic partnerships and expanding commercial relationships across multiple jurisdictions;
	4.	Technology Advancement – strengthening platform capabilities, intellectual property development, and commercialization readiness.
	5.	Capital Structure and Liquidity Management – pursuing equity and debt financing opportunities, related party support, strategic capital arrangements, and liability restructuring where appropriate.

Management believes these initiatives will support long-term financial improvement and future business expansion. The Company will continue to monitor and report on their operational and financial progress.

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying audited consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP") and are presented in US dollars. The Company uses the accrual basis of accounting and has a December 31 fiscal year end.

Basis of Consolidation

These consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries of Goldfinch Group Holdings Ltd. (including its wholly owned subsidiary Crestar Holding Ltd.), Solan (Shenzhen) Technology Co., Ltd., Xirangsheng (Shenzhen) Health Technology Co., Ltd., 80% owned Jiansheng (Shenzhen) Technology Co., Ltd. and 51% owned SolanAI Global Ltd. (including its wholly owned subsidiary Yuan Qi (Shenzhen) AI Co., Ltd. and Goldfinch Group Co., Ltd. (including its wholly subsidiary Goldfinch-Chong (Fuzhou) Technology Co., Ltd.. All material intercompany balances and transactions have been eliminated.

					Functional	Acquisition
Entity		% owned			Currency	Date
Transuite. Org. Inc.	Parent				USD
Goldfinch Group Holdings Ltd. (BVI) (Note 1)	Subsidiary		100	%	CNY	11/24/2024
Crestar Holdings Ltd. (Hong Kong)	Subsidiary		100	%	HKD	8/14/2025
Jiansheng (Shenzhen) Technology Co., Ltd.	Subsidiary		80	%	CNY	9/16/2025
Solan (Shenzhen) Technology Co., Ltd.	Subsidiary		100	%	CNY	9/29/2025
Xirangsheng (Shenzhen) Health Technology Co., Ltd.	Subsidiary		100	%	CNY	9/30/2025
Goldfinch Group Co., Ltd. (Hong Kong)	Subsidiary		51	%	HKD	12/31/2025
Goldfinch-Chong (Fuzhouu) Technology Co., Ltd.	Subsidiary		51	%	CNY	12/31/2025
SolanAI Global Ltd. (Hong Kong)	Subsidiary		51	%	HKD	8/25/2025
Yuan Qi (Shenzhen) AI Co., Ltd.	Subsidiary		51	%	CNY	9/3/2025

Note 1: 70% interest acquired on November 24, 2024 and remaining 30% interest acquired on August 20, 2025

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Foreign Currency Translations

The Company’s functional and reporting currency is the U.S. dollar. Goldfinch Group Holdings Ltd.’s, Solan (Shenzhen) Technology Co., Ltd.’s, Xirangsheng (Shenzhen) Health Technology Co., Ltd.’s, Goldfinch-Chong (Fuzhouu) Technology Co., Ltd.’s, Yuan Qi (Shenzhen) AI Co., Ltd.’s and Jiansheng (Shenzhen) Technology Co., Ltd.’s functional currency is the Chinese Renminbi (RMB). Crestar Holdings Ltd.’s, Goldfinch Group Co., Ltd.’s and SolanAI Global Ltd.’s functional currency is Hong Kong Dollar (HKD). All transactions initiated in RMB and HKD are translated into U.S. dollars in accordance with ASC 830-30, “Translation of Financial Statements,” as follows:

	1)	Monetary assets and liabilities at the rate of exchange in effect at the balance sheet date.
	2)	Equity at historical rates.
	3)	Revenue and expense items at the average rate of exchange prevailing during the period.

Adjustments arising from such translations are deferred until realization and are included as a separate component of stockholders’ equity as a component of comprehensive income or loss. Therefore, translation adjustments are not included in determining net income (loss) but reported as other comprehensive income (loss). Gains and losses from foreign currency transactions are included in earnings in the period of settlement.

	Three Months Ended
	March 31,
	2026		2025
Spot USD:RMB exchange rate		0.14499		-
Average USD:RMB exchange rate		0.14443		-

	Three Months Ended
	March 31,
	2026		2025
Spot USD:HKD exchange rate		0.12756		-
Average USD:HKD exchange rate		0.12799		-

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Fair Value of Financial Instruments

ASC 820, “Fair Value Measurements and Disclosures”, defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows:

Level 1 - inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.

Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value.

The carrying amounts of financial instruments such as accounts payable and note payable approximate their fair values because of the short maturity of these instruments.

Business Combinations

In accordance with Accounting Standards Codification (“ASC”) 805-10, Business Combinations (“ASC 805-10”), the Company accounts for all business combinations using the acquisition method of accounting. Under this method, assets and liabilities, including any remaining non-controlling interests, are recognized at fair value at the date of acquisition. The excess of the purchase price over the fair value of assets acquired, net of liabilities assumed, and non-controlling interests is recognized as goodwill. Certain adjustments to the assessed fair values of the assets, liabilities, or non-controlling interests made subsequent to the acquisition date, but within the measurement period, which is up to one year, are recorded as adjustments to goodwill. Any adjustments subsequent to the measurement period are recorded in income. Any cost or equity method interest that the Company holds in the acquired company prior to the acquisition is re-measured to fair value at acquisition with a resulting gain or loss recognized in income for the difference between fair value and the existing book value. Results of operations of the acquired entity are included in the Company’s results from the date of the acquisition onward and include amortization expense arising from acquired tangible and intangible assets.

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Cash and Cash Equivalents

For the purposes of the statement of cash flows, the Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. As of March 31, 2026 and December 31, 2025, the Company had bank balances of $4,545 and $3,705, respectively.

Accounts Receivable

Accounts receivables are recorded in accordance with ASC 310, “Receivables,” at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable. The Company does not currently have any amount recorded as an allowance for doubtful accounts. Based on the management’s estimate and based on all accounts being current, the Company has not determined it necessary to establish a reserve for doubtful accounts at this time.

As of March 31, 2026 and December 31, 2025, accounts receivable was $120,781 and $19,299, respectively. The Company assessed that the recognition for current expected credit losses is not required as of March 31, 2026.

Prepaid Expenses

Prepaid expenses are amounts paid to secure the use of assets or the receipt of services at a future date or continuously over one or more future periods. When the prepaid expenses are eventually consumed, they are charged to expense.

As of March 31, 2026 and December 31, 2025, there were $38,710 and $18,757 in prepaids, respectively.

Goodwill

The Company accounts for goodwill in accordance with ASC 350 “Intangibles-Goodwill and Other.”

ASC 350 requires that goodwill and other intangibles with indefinite lives be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value of an asset has decreased below its carrying value. In addition, ASC 350 requires that goodwill be tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis and between annual tests when circumstances indicate that the recoverability of the carrying amount of goodwill may be in doubt. Application of the goodwill impairment test requires judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value. Significant judgments required to estimate the fair value of reporting units include estimating future cash flows, determining appropriate discount rates and other assumptions. Changes in these estimates and assumptions or the occurrence of one or more confirming events in future periods could cause the actual results or outcomes to materially differ from such estimates and could also affect the determination of fair value and/or goodwill impairment at future reporting dates.

As of December 31, 2025, goodwill of $12,500,399 was generated through the acquisition of 51% equity interest in SolanAI Global Ltd., $1,701,719 was generated through the acquisition of 100% equity interest in Xirangsheng (Shenzhen) Health Technology Co., Ltd. and $483,153 was generated through the acquisition of 51% interest in Goldfinch Group Co., Ltd. (Hong Kong) and its wholly owned subsidiary Goldfinch-Chong (Fuzhouu) Technology Co., Ltd. (Note 9)

Based on the Company’s analysis of goodwill as of December 31, 2025, the fair value of the reporting unit based on estimated future cash flow falls below its carrying value and shows negative recoverability, goodwill was fully impaired and impairment loss on goodwill of $14,685,271 was incurred.

Intangible Asset

The Company accounts for its intangible assets in accordance with ASC Subtopic 350-40, Internal-Use Software-Computer Software Developed or Obtained for Internal Use, and ASC Subtopic 360-10, Accounting for the Impairment or Disposal of Long-Lived Assets. ASC Subtopic 350-40 requires assets to be recorded at the cost to develop the asset and requires an intangible asset to be amortized over its useful life and for the useful life to be evaluated every reporting period to determine whether events or circumstances warrant a revision to the remaining period of amortization. If the estimate of useful life is changed the remaining carrying amount of the intangible asset is amortized prospectively over the revised remaining useful life.

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During fiscal year 2022 to 2023, the Company capitalized website development and databases costs of $64,500, which were being amortized over a 5-year life. As of December 31, 2025, the intangible assets were fully impaired and written off. During the three months ended March 31, 2026 and 2025, we recognized $0 and $3,228 worth of amortization expense, respectively.

Net book value as of December 31, 2023	$	53,601
Additions		-
Disposal		-
Amortization		(13,070	)
Net book value as of December 31, 2024		40,531
Additions		-
Disposal		-
Amortization		(12,912	)
Impairment		(27,619	)
Net book value as of December 31, 2025	$	-

Long lived Assets

Long-lived assets are evaluated for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. Each impairment test is based on a comparison of the undiscounted future cash flows to the recorded value of the asset. If impairment is indicated, the asset is written down to its estimated fair value.

Property and Equipment

Property and equipment are stated at cost. Depreciation is computed using the straight-line method. The depreciation methods are designed to depreciate the cost of the assets over their estimated useful lives, in years

As of March 31, 2026 and December 31, 2025, the Company has e-charging equipment of $41,724 and $17,160, respectively, amortized over five years of useful life. During the three months ended March 31, 2026 and March 31, 2025, depreciation expense was $2,196 and $0, respectively.

Balance as of December 31, 2024	$	-
Addition		17,160
Disposal		-
Depreciation		-
Balance as of December 31, 2025	$	17,160
Addition		26,521
Disposal		-
Depreciation		(2,196	)
Foreign Exchange Adjustment		239
Balance as of March 31, 2026	$	41,724

Commitments and Contingencies

Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may, but probably will not, require an outflow of resources. Where there is a possible obligation or a present obligation in respect of which the likelihood of outflow of resources is remote, no provision or disclosure is made. Contingent assets are not recognized in the financial statements. A contingent asset is disclosed where an inflow of economic benefits is probable. Contingent assets are assessed continually and, if it is virtually certain that an inflow of economic benefits will arise, the asset and related income are recognized in the period in which the change occurs.

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Related Party Balances and Transactions

The Company follows FASB ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transaction.

Convertible Financial Instruments

The Company account for our convertible financial instruments in accordance with ASC 470-20 “Debt with Conversion and Other Options.” The standard reduced the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting; and, (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. ASU2020-06 removes from U.S. GAAP the separation models for (1) convertible debt with a cash conversion feature (“CCF”) and (2) convertible instruments with a beneficial conversion feature (“BCF”). With the adoption of ASU2020-06, entities will not separately present in equity an embedded beneficial conversion feature from the convertible debts.

Expected credit losses

The Company estimates and records a provision for its expected credit losses related to its financial instruments, including its trade receivables. Management considers historical collection rates, the current financial status of the Company’s customers, macroeconomic factors, and other industry-specific factors when evaluating current expected credit losses. However, because of the short time to the expected receipt of accounts receivable, management believes that the carrying value, net of expected losses, approximates fair value and therefore, relies more on historical and current analysis of such financial instruments, including its trade receivables.

Credit loss rate is determined by historical collection based on aging schedule, adjusted for current conditions using reasonable and supportable forecasts. Based on the aging categorization and the adjusted loss rate per category, an allowance for credit losses is calculated by multiplying the adjusted loss rate with the amortized cost in the respective age category. The amendments in ASU 2025‑05 introduce a practical expedient for all qualifying assets that allows the Company to assume that current conditions at the balance-sheet date remain unchanged for the remaining life of an asset when estimating credit losses on current accounts receivable and current contract assets. The Company electing this expedient will therefore adjust historical loss experience only to reflect current conditions, without the need to incorporate forward‑looking forecasts.

Revenue Recognition

The Company recognizes revenue in accordance with ASC 606, “Revenue Recognition” following the five steps procedure:

Step 1: Identify the contract(s) with customers

Step 2: Identify the performance obligations in the contract

Step 3: Determine the transaction price

Step 4: Allocate the transaction price to performance obligations

Step 5: Recognize revenue when the entity satisfies a performance obligation

During the three months ended March 31, 2026, the Company’s revenue was primarily derived from our e-bike charging management solutions and on-line medical education.

The transaction price is determined based on the consideration specified in the contract. Revenue is recognized when control of the goods or services deliverables defined in each contract are transferred to the customer. For online education solutions, revenue is recognized at a point in time or over time, depending on the nature of the arrangement and the transfer of control.

The Company’s payment terms vary by contract but generally require payment within a specified period following invoicing. In certain arrangements, the Company may receive advance payments, which are recorded as deferred revenue and recognized as revenue when the related performance obligations are satisfied.

During the three months ended March 31, 2026, and 2025 the Company’s 51% owned subsidiary Goldfinch-Chong (Fuzhou) Technology Co., Ltd. recognized e-bike charging revenue of $120,640 and $0, respectively.

During the three months ended March 31, 2026, and 2025 the Company’s wholly owned subsidiary Solan (Shenzhen) Technology Co., Ltd. recognized online medical education revenue of $1,144 and $0, respectively.

During the three months ended March 31, 2026 and 2025, the Company recognized total revenue of $121,784 and $0, respectively.

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Share-Based Compensation

The Company accounts for share-based compensation under the fair value method in accordance with ASC 718, “Compensation – Stock Compensation,” which requires all such compensation to employees and non-employees to be calculated based on its fair value of the equity instrument at the grant date and recognized in the earnings over the requisite service or vesting period.

During the three months ended March 31, 2026, the Company granted restricted common stock to consultants for services at aggregate valuation of $155,000 and cancelled restricted stock previously issued to consultants at aggregate valuation of $522,324. During the three months ended March 31, 2025, the Company granted restricted common stock to consultants for services for services at aggregate valuation of $408,850.

Pursuant to a cooperation agreement signed with Honwo Technology Holding Ltd, the Company issued 1,000,000 shares of restricted common stock to Honwo as incentive shares upon the execution date of the agreement valued at $190,000, with another 500,000 shares and 500,000 shares to be issued 6 months and 12 months from the execution date of the agreement, respectively. The Company has accrued stock-based compensation for February 21 to March 31, 2026 outstanding portion of incentive shares at $19,996 recorded under stock payable.

During the three months ended March 31, 2026, the Company recorded stock-based compensation of $3,474,935 for the Q1 2026 vested portion of the unvested portion of restricted shares previously recorded under deferred compensation during the year ended December 31, 2025.

During the three months ended March 31, 2026 and March 31, 2025, the Company recorded total stock-based compensation of $3,317,607 and $408,850, respectively.

Net Income (Loss) Per Share

Basic net income (loss) per share is computed by dividing net income (loss) available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted net income per share is computed similar to basic net income (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. If applicable, diluted net income per share assumes the conversion, exercise or issuance of all common stock instruments, such as convertible notes, unless the effect is to reduce a loss or increase earnings per share.

Income Taxes

The Company accounts for income taxes using the asset and liability method prescribed by ASC 740 “Income Taxes”. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the years in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.

The Company also conducts major business in China and Hong Kong and is subject to tax in these jurisdictions. As a result of its business activities, the Company will file separate tax returns that are subject to examination by the foreign tax authorities.

The Company adopted the ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which modifies the rules on income tax disclosures to require disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid.

Recent Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), which requires enhanced disclosures of certain income statement expenses. In January 2025, the FASB issued ASU 2025-01 to clarify the effective date of ASU 2024-03. The standard is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted, either prospectively or retrospectively.

In December 2025, the FASB issued ASU No.2025-11- “Interim Reporting” (Topic270): “Narrow-Scope Improvements” which is designed to improve the navigability of interim reporting guidance and clarify its applicability without fundamentally changing the nature of interim reporting. In introduces a principle requiring entities to disclose events or changes since the last annual reporting period that have a material impact on the entity. The new guidance is effective for annual reporting periods beginning December 15, 2027. Early adoption is permitted. We are currently evaluating the impact this update will have on our consolidated financial statements and disclosures.

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We have evaluated all other recently issued, but not yet effective, accounting pronouncements and do not believe that these accounting pronouncements will have any material impact on our consolidated financial statements or disclosures upon adoption.

Recent Adopted Accounting Standards

In July 2025, the FASB issued Accounting Standards Update 2025-05, “Financial Instruments – Credit Losses” (Topic 326): “Measurement of Credit Losses for Accounts Receivable and Contract Assets” (“ASU 2025-05”). ASU 2025-05 provides a practical expedient that all entities can use when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC 606, Revenue from Contracts with Customers. Under this practical expedient, an entity is allowed to assume that the current conditions it has applied in determining credit loss allowances for current accounts receivable and current contract assets remain unchanged for the remaining life of those assets. ASU 2025-05 is effective for fiscal years beginning after December 15, 2025, and interim reporting periods in those years. Entities that elect the practical expedient and, if applicable, make the accounting policy election are required to apply the amendments prospectively. The adoption of ASU 2025-05 has not had a material effect on the Company’s statements and disclosures.

NOTE 4 – DEFERRED SHARE ISSUANCE COST

On January 25, 2025, the Company entered into an Equity Purchase Agreement with Williamsburg Venture Holdings, LLC, a Nevada limited liability company, pursuant to which the Investor agreed to invest up to $5,000,000 over a 24-month period. During the term, the Company shall be entitled to put to Williamsburg, and Williamsburg shall be obligated to purchase, such number of shares of the Company’s common stock and at such price as are determined in accordance with the Equity Purchase Agreement. The per share purchase price for the Williamsburg Put Shares will be equal to 90% the lowest traded price of the Common Stock on the principal market during the five (5) consecutive trading days immediately preceding the date which Williamsburg received the Williamsburg Put Shares as DWAC Shares in its brokerage account (as reported by Bloomberg Finance L.P., or other reputable source).

On March 6, 2025, the Company amended the Equity Purchase Agreement with Williamsburg Venture Holdings, LLC to increase the maximum commitment amount from $5 million to $10 million. The Company shall issue up to 270,000 commitment shares to Williamsburg. These shares will be earned and issued in tranches according to the following milestones:

	·	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.

During the year ended December 31, 2025, upon the execution of the Equity Purchase Agreement, the Company issued 135,000 shares of common stock valued at $249,750 as commitment shares to the investor. During the year ended December 31, 2025, the Company also made a $5,000 payment to the investor as documentation fee for the preparation of the Equity Purchase Agreement and Registration Rights Agreement.

As of March 31, 2026 and December 31, 2025, the deferred share issuance cost aggregated to $254,750. These costs are deferred and will be deducted from the proceeds from future stock issuance to the investor under the Equity Purchase Agreement.

As of March 31, 2026 and December 31, 2025, no investment funds had been received from Williamsburg Venture Holdings, LLC under the Equity Purchase Agreement. The commitment shares issued represent consideration for entering into the agreement and related services, and the deferred share issuance costs will be offset against proceeds from future stock issuances, if any, under the Equity Purchase Agreement.

NOTE 5 – LOAN PAYABLE

On September 15, 2024, the Company entered into a loan agreement with a non-affiliate party at $128,401 to support operating expense of the Company. The loan has a maturity date of September 15, 2026 and interest rate at 8% per annum. On December 3, 2025, the Company entered into a loan settlement agreement through the issuance of 2,140,016 common shares. As of December 31, 2025, 2,140,016 shares remained outstanding and were recorded as stock payable. As of March 31, 2026 and December 31, 2025, the loan payable was $0.

On November 25, 2024, Goldfinch Group Holdings Ltd. entered into a loan agreement with a non-affiliate party at $20,533 (CNY145,172) to support legal set-up cost of the Company. The loan has a maturity date of November 25, 2026 and interest rate at 10% per annum. On December 3, 2025, the Company entered into a loan settlement agreement through the issuance of 342,216 common shares. As of December 31, 2025, 342,216 shares remained outstanding and were recorded as stock payable. As of March 31, 2026 and December 31, 2025, the loan payable was $0.

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On March 31, 2026, the Company entered into a loan agreement with a non-affiliate party at $40,692 to support operating expense of the Company during the three months ended March 31, 2026. The loan has a maturity date of March 31, 2028 and interest rate at 8% per annum. As of March 31, 2026, the loan payable was $40,692.

Interest expense for the three months ended March 31, 2026 and 2025 were $0 and $3,069.

As of March 31, 2026 and December 31, 2025, the loan payable was $40,692 and $0, respectively.

NOTE 6 – RELATED PARTY TRANSACTIONS AND BALANCES

1) Nature of relationships with related parties

The table below sets forth the major related parties and their relationships with the Company, with which the Company entered into transactions for the three months ended March 31, 2026 and 2025 and recorded balances as of March 31, 2026 and December 31, 2025, respectively.

Name of Related Party		Relationship to the Company
Mengqing Fan		Director of Transuite.Org. Inc.
Xiaohuan Song		Director of Goldfinch Group Holdings Ltd. and Goldfinch Group Co., Ltd. (Hong Kong)
Hailiang Li		Director of Xirangsheng (Shenzhen) Health Technology Co., Ltd. and Solan (Shenzhen) Technology Co., Ltd.
Zeng Lianghui		Director of Goldfinch-Chong (Fuzhou) Technology Co., Ltd.
Qianglong Zeng		Former Director of Transuite.Org. Inc. resigned on February 12, 2026

2) Balances with related parties

	As of		As of
	March 31, 2026		December 31, 2025
Amount due from related party

Non-trade
Amount due from Mengqing Fan	$	19,801	$	8,901
	$	19,801	$	8,901
Amount due to related parties

Non-trade
Amount due to Xiaohuan Song	$	1,786	$	1,785
Amount due to Zeng Lianghui		1,450		1,430
Amount due to Hailiang Li		12,102		8,467
	$	15,338	$	11,682

3) Transactions with related parties

	For the			For the
	three months ended			three months ended
	March 31, 2026			March 31, 2025

Advancement from Mengqing Fan for Transuite.Org. Inc. operation expenses	$	-		$	9,606
Repayment to Mengqing Fan for her advancement to Transuite Org.	$	(10,900	)	$	-
Advancement from Hailiang Li for Xirangsheng Health Technology operation expenses	$	360		$	-
Advancement from Hailiang Li for Solan (Shenzhen) Technology Co., Ltd.operation expenses	$	3,275		$	-
Stock-based compensation expense incurred from issuance of common stock to Qianglong Zeng for services	$	11,096		$	-

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NOTE 7 - EQUITY

Preferred Shares

On April 14, 2026, the Company filed Amended and Restated Articles of Incorporation establishing 100,000,000 shares of preferred stock, par value $0.001 per share in one or more series.

Common Shares

Three Months Ended March 31, 2026

On April 14, 2026, the Company filed Amended and Restated Articles of Incorporation increasing the number of authorized common shares from 75,000,000, to 1,000,000,000 $0.001 par value shares of common stock.

On January 2, 2026, the Company issued 2,140,016 common shares for the settlement of loan payable of $128,401 in pursuant to the settlement agreement entered on December 3, 2025. (Note 5)

On January 16, 2026, the Company issued 666,666 common shares for the settlement of a trade payable of $40,000 in pursuant to the settlement agreement entered on December 3, 2025. (Note 5)

On March 31 2026, the Company issued 342,216 common shares for the settlement of loan payable of $20,533 in pursuant to the settlement agreement entered on December 3, 2025. (Note 5)

From January to February 2026, 3,500,000 common shares were issued as partial consideration for the acquisition of 51% equity interest in Goldfinch Group Co. Ltd. (Hong Kong) in pursuant to share exchange agreement entered on December 31, 2025. The remaining consideration of 1,500,000 common shares will be issued within year 2026.

Pursuant to a cooperation agreement entered with Honwo Technology Holding Limited (“Honwo”) to establish a strategic collaboration framework in Web3 technology and related business development on February 21, 2026, the Company issued 1,000,000 restricted common shares to Honwo as incentive shares valued at $190,000 on February 24, 2026.

On February 23, 2026, pursuant to the agreement signed on February 21, 2026, the Company issued 3,000,000 common shares to Solan AI Global Ltd for strategic support shares valued at $600,000. The shares were recorded as treasury stock in the Balance Sheet.

From January to February 2026, the Company issued an aggregate of 1,550,000 common shares valued at $155,000 to consultants for service rendered.

Pursuant to termination agreements, from January to March 2026, the Company cancelled an aggregate of 1,670,000 common shares previously issued to consultants for service valued at $522,324.

Three Months Ended March 31, 2025

On February 25, 2025, the Company issued an aggregate of 221,000 shares of common stock to four 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.

As of March 31, 2026 and December 31, 2025, the issued and outstanding common stock was 71,783,325 and 61,254,427 shares, respectively.

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Incentive Stock Option Plan

On October 14, 2025, the Company obtained written consent by the holders of the majority of the voting power of the Company's capital stock approving the adoption of the Company’s 2025 Stock Incentive Plan (the “Plan”). The Plan allows the Board of Directors of the Company to grant incentive stock options, nonqualified stock options and restricted stock awards to officers, directors, employees and consultants of the Company. At the time of consent, there were 7,000,000 shares of common stock of the Company reserved for issuance under the Plan. As of March 31, 2026, 5,000,000 shares had been granted under the Plan, and 2,000,000 shares remained available for future grants.

Stock Payable

On December 31, 2025, the Company entered into a share exchange agreement for the acquisition of 51% of Goldfinch Group Co. Ltd. (Hong Kong), which holds 100% of Goldfinch-Chong (Fuzhou) Technology Co., Ltd., through the issuance of 5,000,000 restricted common shares. During the three months ended March 31, 2026, 3,500,000 shares were issued. As of March 31, 2026, 1,500,000 shares remained outstanding and were recorded as stock payable.

As of March 31, 2026 and December 31, 2025, the stock payable was $169,997 and $688,934 for outstanding 1,605,251 and 8,148,898 common shares, respectively.

NOTE 8 – CONCENTRATION OF RISK

Major Customers

For the three months ended March 31, 2026, the Company generated total revenue of $121,784 of which three customers accounted for 55.5%, 23.6% and 20.9% of the Company’s total revenue. For the three months ended March 31, 2025, the company generated $0 in revenue.

As of March 31, 2026 three customers represented 62.7%, 19.7% and 17.5% of the outstanding accounts receivable balance $120,781. As of December 31, 2025, one customer represented 100% of the outstanding accounts receivable balance of $19,299.

NOTE 9 - INCOME TAX

The Company provides for income taxes under ASC 740, “Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax basis of assets and liabilities and the tax rates in effect when these differences are expected to reverse. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.

The loss from operation before income tax of the Company for the three months ended March 31, 2026 and March 31, 2025 were comprised of the following:

	For the			For the
	three months ended			three months ended
	March 31,			March 31,
	2026			2025
Tax jurisdiction from:	$			$
- Local		181,214			(77,045	)
- Foreign, representing:
China		92,578			(501	)
Hong Kong		(209,998	)		-
Income (Loss) before income taxes	$	63,794		$	(77,546	)

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A reconciliation between expected income taxes and the income tax net expense included in the statements of operations for the three months ended March 31, 2026 and 2025 is as follows:

	For the			For the
	three months ended			three months ended
	March 31, 2026			March 31, 2025
	Total			Total
Net income (loss) before income tax	$	(3,253,813	)	$	(486,397	)
Statutory tax Rate		21	%		21	%
Tax (benefit) expense at the statutory tax rate		(687,998	)		(102,163	)
Tax effect of
Stock-based compensation		696,697			85,859
Changes in valuation allowance		(8,700	)		16,304
Income tax expense (benefit) per book	$	-		$	-

The components of the Company’s deferred tax asset and reconciliation of income taxes computed at the statutory rate to the income tax amount recorded as of March 31, 2026 and December 31, 2025, are as follows:

	March 31,			March 31,			March 31,			December 31,			December 31,			December 31,
	2026			2026			2026			2025			2025			2025
	USA			China/HK			Total			USA			China/HK			Total
Net operating loss carryforward	$	736,101		$	151,116		$	887,217		$	554,887		$	33,696		$	588,583
Statutory tax rate		21	%		25	%		21	%		21	%		25	%		21	%
Deferred tax asset		154,581			37,779			186,316			116,526			8,424			123,602
Less: Valuation allowance		(154,581	)		(37,779	)		(186,316	)		(116,526	)		(8,424	)		(123,602	)
Net deferred asset	$	-		$	-		$	-		$	-		$	-		$	-

The valuation allowance increased by $62,713 during the three months ended March 31, 2026. As of March 31, 2026, the Company had approximately $887,000 in net operating losses (“NOLs”) that may be available to offset future taxable income, which begin to expire between 2028 and 2036. In accordance with Section 382 of the U.S. Internal Revenue Code, the usage of the Company’s net operating loss carry forwards is subject to annual limitations following greater than 50% ownership changes. Tax returns for the years ended 2018 through 2025 are subject to review by the tax authorities.

NOTE 10 – SEGMENT REPORTING

Operating segments are components of an entity for which separate financial information is available and evaluated by the Company’s chief operating decision maker (“CODM”) in determining how to allocate resources and assess performance.

As of March 31, 2026, the Company operates through the following reporting segments:

·	Technology and consulting services conducted through Transuite.Org Inc.;

·	Online medical education services conducted through Solan (Shenzhen) Technology Co., Ltd., which was acquired on September 29, 2025; and

·	Intelligent infrastructure and e-bike charging management solutions conducted through Goldfinch-Chong (Fuzhou) Technology Co., Ltd.

The Company’s chief operating decision makers (“CODM”) are the Chief Executive Officers and Directors of the respective entities.

Since September 2024, the Company has undertaken strategic restructuring efforts, including reorganization of management functions and expansion into technology-driven service offerings. During the three months ended March 31, 2026, the Company’s primary operating activities consisted of strategic consulting and technology-related services, including business solution development and digital platform-related deliverables.

For the three months ended March 31, 2026 and 2025, the Company reported revenue of $121,784 and $0, respectively. The revenue was primarily derived from e-biking charging solution and on-line medical education.

The online medical education segment commenced operations following the acquisition of Solan (Shenzhen) Technology Co., Ltd. in September 2025. The intelligent infrastructure segment related to Goldfinch-Chong (Fuzhou) Technology Co., Ltd. was acquired on December 31, 2025.

Management currently focuses on cost control, integration of acquired entities, and securing debt and equity financing to support ongoing business development. The CODM evaluates segment performance primarily based on operating results, including revenue and net income (loss). Segment assets are reported in the accompanying Consolidated Balance Sheets.

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Segment by Entity and Operations

Three Months Ended March 31, 2026

Entity	Transuite			Solan (Shenzhen)		Xirangsheng			Goldfinch HK		Goldfinch-Chong		SolanAI Global HK			Jiansheng & Yuan Qi			Goldfinch BVI & Crestar HK
Operation	Technology &			Online medical		Online health			Charging		E-bike		Web 3			AI Software			Corporate/
	Consulting			Education		Technology			Infrastructure		Charging		Infrastructure			Development			Holding		Total
Revenue	$	-		$	1,144	$	-		$	-	$	120,640	$	-		$	-		$	-	$	121,784
Cost of sales		-			-		-			-		12,160		-			-			-		12,160
Gross Profit	$	-		$	1,144	$	-		$	-	$	108,480	$	-		$	-		$	-	$	109,624

Segment Loss	$	(3,136,393	)	$	-	$	(383	)	$	-	$	93,251	$	(209,998	)	$	(290	)	$	-	$	(3,253,813	)

Total Assets	$	302,990		$	2,875	$	16,315		$	99	$	173,515	$	416		$	160		$	-	$	496,370

Three Months Ended March 31, 2025

Entity	Transuite			Solan (Shenzhen)		Xirangsheng		Goldfinch HK		Goldfinch-Chong		SolanAI Global HK		Yuan Qi		Goldfinch BVI & Crestar HK
Operation	Technology &			Online medical		Online medical		Online medical		Online medical		Online medical		Software
	Consulting			Education		Education		Education		Education		Education		Development		Corporate			Total
Revenue	$	-		$	-	$	-	$	-	$	-	$	-	$	-	$	-		$	-
Cost of sales		-			-		-		-		-		-		-		-			-
Gross Profit	$	-		$	-	$	-	$	-	$	-	$	-	$	-	$	-		$	-

Segment Loss	$	(485,896	)	$	-	$	-	$	-	$	-	$	-	$	-	$	(501	)	$	(486,397	)

Total Assets	$	307,121		$	-	$	-	$	-	$	-	$	-	$	-	$	15,000		$	322,121

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Segment by Geographical locations

Three Months Ended March 31, 2026

	USA			China		Hong Kong			Total
Revenue	$	-		$	121,784	$	-		$	121,784
Cost of sales		-			12,160		-			12,160
Gross profit		-			109,624		-			109,624

Total operating expenses		3,136,282			17,076		209,998			3,363,356

Loss from operations		(3,136,282	)		92,548		(209,998	)		(3,253,732	)

Other income (expenses)		(111	)		30		-			(81	)

Net loss	$	(3,136,393	)	$	92,578	$	(209,998	)	$	(3,253,813	)

As of March 31, 2026

	USA		China		Hong Kong		Total
Current Assets	$	302,990	$	151,141	$	515	$	454,646
Property and Equipment, net	$	-	$	41,724	$	-	$	41,724

Three Months Ended March 31, 2025

	USA			China			Hong Kong		Total
Revenue	$	-		$	-		$	-	$	-
Cost of sales		-			-			-		-
Gross profit		-			-			-		-

Total operating expenses		483,328			-			-		483,328

Loss from operations		(483,328	)		-			-		(483,328	)

Other income (expenses)		(2,568	)		(501	)		-		(3,069	)

Net loss	$	(485,896	)	$	(501	)	$	-	$	(486,397	)

As of March 31, 2025

	USA		China		Hong Kong		Total
Current Assets	$	269,818	$	15,000	$	-	$	284,818
Intangible Assets, net	$	37,303	$	-	$	-	$	37,303

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NOTE 11 – SUBSEQUENT EVENTS

In accordance with ASC 855, “Subsequent Events,” the Company has analyzed its operations subsequent to March 31, 2026 to the date these financial statements were issued and has determined that it has the below material subsequent event to disclose in these financial statements.

Authorized Share Increase

On March 10, 2026, the Company filed a Definitive Information Statement on Schedule 14C with the Securities and Exchange Commission relating to the approval of an Amended and Restated Articles of Incorporation to increase the number of authorized shares of common stock.

The amendment is expected to become effective upon filing with the Nevada Secretary of State following expiration of the applicable notice period. The Company is currently completing the related corporate filings.

On April 14, 2026, the Company filed Amended and Restated Articles of Incorporation with the Nevada Secretary of State, and the Amended and Restated Articles became effective upon filing.

Among other things, the Amended and Restated Articles amended and restated the Company’s articles of incorporation to provide that the total number of shares of capital stock that the Company is authorized to issue is 1,100,000,000 shares, consisting of (i) 1,000,000,000 shares of common stock, par value $0.001 per share, and (ii) 100,000,000 shares of preferred stock, par value $0.001 per share. The Amended and Restated Articles also include provisions relating to the authorization of preferred stock in one or more series, director and officer liability limitations, indemnification, certain opt-out elections under the Nevada Revised Statutes, bylaw authority, and forum selection for internal corporate actions.

Agreement with Williamsburg Venture Holdings, LLC

On May 21, 2026, the Company entered into a Prepayment Reimbursement and Stock Issuance Agreement with Williamsburg Venture Holdings, LLC and issued 66,667 restricted shares of common stock to Williamsburg. The shares were issued in full settlement of a $10,000 legal fee prepayment made on behalf of the Company.

Cooperation Agreement with AEEC

On March 10, 2026, the Company entered into a Cooperation Agreement with AEEC International Pty Ltd. (“AEEC”).Under the Agreement, TRSO, through Crestar Holdings Limited, intends to acquire 51% of AEEC, subject to the satisfaction of the conditions precedent. The conditions precedent mainly include completion of due diligence, receipt of AEEC’s required financial information, board approvals, and compliance with applicable regulatory and disclosure requirements. Management expects these conditions to be fulfilled during Q2 2026, subject to the progress of the required documents and procedures. As of March 31, 2026, the acquisition had not yet been completed. The 8,000,000 restricted shares will be issued only after the applicable closing conditions are satisfied. Under the Agreement, 4,000,000 shares will be issued to AEEC or its designated entities upon completion of closing, and the remaining 4,000,000 shares are management incentive shares, to be released in installments: 2,000,000 shares upon closing, 1,000,000 shares six months after closing, and 1,000,000 shares twelve months after closing. On May 28, 2026, 1,000,000 common shares were issued as management incentive shares.

Other Share Issuances

On June 1, 2026, the Company entered into a consulting agreement with Everpolar Int’l HK Holding Ltd. for non-exclusive corporate management and marketing service with a one year service term for consideration of 2,000,000 common shares issued on the execution date of the agreement.

From June 1 to June 3, 2026, the Company issued an aggregate of 6,500,000 common shares to non-affiliated consultants for services rendered.

Except as described above, the Company did not identify any additional material subsequent events requiring disclosure.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

Transuite.Org Inc. (“TRSO,” the “Company”) was incorporated in the State of Nevada on June 15, 2018. The Company’s common stock is quoted on the OTCQB market under the ticker symbol “TRSO.” Our principal website is located at https://www.transuite.org. The information contained on, or accessible through, our website is not incorporated by reference into this Annual Report.

Historically, the Company operated an online translation and related service platform. During 2025, the Company undertook a strategic repositioning and expanded into a broader technology-focused holding company model through a series of acquisitions, subsidiary formations, and strategic cooperation arrangements. As a result, the Company is now focused on developing integrated solutions involving Web3 infrastructure, digital asset technologies, AI-enabled applications, and intelligent infrastructure systems. Management believes that the convergence of digital finance, enterprise technology, and real-world infrastructure digitization may create long-term commercial opportunities across multiple markets.

During the year ended December 31, 2025, the Company generated revenue primarily from strategic consulting and technology-related services supporting enterprise digital infrastructure initiatives. In addition, the Company continued to build its broader operating platform through acquisitions and strategic business expansion efforts. For the year ended December 31, 2025, the Company reported consolidated revenue of $117,765.

Our Business

The Company is a technology-focused holding company dedicated to developing and integrating business lines that combine enterprise technology services, Web3-related infrastructure, digital asset connectivity, and intelligent infrastructure management solutions. As of December 31, 2025, the Company’s operations were organized around the following principal business initiatives:

SolanAI – Web3 Payment and Digital Asset Infrastructure

Through SolanAI Global Ltd., a Hong Kong-based subsidiary, the Company is developing digital payment infrastructure intended to connect blockchain-based digital assets with real-world commercial payment environments. Management intends for this platform to support enterprise payment integration, cross-platform settlement capabilities, and digital asset-related transaction infrastructure.

AUXSTO – Digital Asset Exchange and Financial Infrastructure

The Company has entered into strategic cooperation arrangements with Australian Fintech Group Pty Ltd. and has also entered into an arrangement to acquire a 51% equity interest in AEEC International Pty Ltd., which operates under the brand name AUXSTO. Based on the Company’s current strategic plans, this initiative is intended to expand the Company’s capabilities in digital asset infrastructure, digital payment systems, trading platform technology, and cross-border financial technology services.

Goldfinch – Intelligent Infrastructure and Real-World Asset Integration

Through Goldfinch Group Co. Ltd. (Hong Kong) and Goldfinch-Chong (Fuzhou) Technology Co., Ltd., the Company operates intelligent infrastructure systems focused on the management and optimization of distributed energy and charging infrastructure assets. This business line is intended to support data-driven asset management, infrastructure digitization, and technology-enabled operation of real-world infrastructure systems. As of December 31, 2025, the Company also reported inventory associated with e-bike charging equipment.

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Technology and Consulting Services

During 2025, the Company’s primary revenue-generating activities consisted of strategic consulting and technology-related services, including business solution development and digital platform-related deliverables. The Company’s segment reporting reflects technology and consulting services conducted through Transuite.Org Inc., online medical education services conducted through Solan (Shenzhen) Technology Co., Ltd., and intelligent infrastructure and e-bike charging management solutions conducted through Goldfinch-Chong (Fuzhou) Technology Co., Ltd.

Strategy

The Company’s strategy is centered on building a diversified operating platform across enterprise technology, Web3-related infrastructure, digital asset enablement, and intelligent infrastructure systems. The principal elements of this strategy include:

	1.	Strategic Repositioning. The Company has transitioned from a legacy translation and consulting business into a broader technology-focused holding company platform.
	2.	Platform Development. The Company intends to continue developing business lines relating to digital payment infrastructure, AI-enabled applications, digital asset-related systems, and intelligent infrastructure management.
	3.	Business Integration. The Company is focused on integrating acquired subsidiaries and newly formed entities into a more scalable operating structure.
	4.	Market Expansion. Through subsidiaries, acquisitions, and strategic cooperation arrangements in the United States, Hong Kong, mainland China, and Australia, the Company seeks to expand commercial reach and develop international opportunities.
	5.	Capital and Partnership Development. Management intends to continue pursuing debt and equity financing, strategic partnerships, and business combinations that may strengthen the Company’s capabilities and market position.

Corporate Development

The following acquisitions and entity formations significantly expanded the Company’s operating structure during 2024 and 2025:

On November 24, 2024, the Company and other founders formed Goldfinch Group Holdings Ltd., in which the Company initially held a 70% controlling interest.

On August 8, 2025, the Company entered into a share exchange agreement to acquire the remaining 30% equity interest in Goldfinch Group Holdings Ltd., after which Goldfinch Group Holdings Ltd. became a wholly owned subsidiary of the Company.

On August 25, 2025, the Company completed the acquisition of 51% of SolanAI Global Ltd. through the issuance of 10,000,000 restricted common shares as initial consideration.

On September 16, 2025, Jiansheng (Shenzhen) Technology Co., Ltd. was formed as an 80% subsidiary of Crestar Holdings Ltd.

On September 29, 2025, Solan (Shenzhen) Technology Co., Ltd. was formed as a 100% subsidiary of Crestar Holdings Ltd.

On September 30, 2025, the Company completed the acquisition of Xirangsheng (Shenzhen) Health Technology Co., Ltd. through the issuance of 10,000,000 restricted common shares as initial consideration.

On November 28, 2025, Yuan Qi (Shenzhen) AI Co., Ltd. was formed as a 100% subsidiary of Crestar Holdings Ltd.

On December 31, 2025, the Company entered into a share exchange agreement for the acquisition of 51% of Goldfinch Group Co. Ltd. (Hong Kong), which holds 100% of Goldfinch-Chong (Fuzhou) Technology Co., Ltd. As of December 31, 2025, 3,500,000 shares had been issued as initial consideration, with 1,500,000 additional shares to be issued in 2026.

As of December 31, 2025, management believed that the Company had completed a substantial portion of its strategic asset integration and capital structure repositioning and had established an initial foundation for future platform commercialization and business expansion.

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Competition

The Company operates in competitive markets that include technology consulting, AI-enabled services, digital payment infrastructure, Web3-related systems, digital asset-related platform development, and intelligent infrastructure management. These markets are characterized by rapid technological change, evolving customer demand, and the presence of both established companies and emerging market participants.

The principal competitive factors affecting the Company’s business include product and platform development capability, quality and reliability of services, speed of execution, access to capital, management experience, strategic relationships, and the ability to navigate different regulatory and commercial environments.

Competitive Challenges

The Company faces a number of business and competitive challenges, including limited operating history in several of its newer business lines, the need to integrate acquired entities, competition from larger and more established market participants, dependency on external financing, and regulatory complexity associated with cross-border operations and digital infrastructure-related business initiatives. The Company’s future success will depend in part on its ability to execute its integration strategy, develop commercially viable platforms, and expand revenue-generating operations.

Intellectual Property

The Company seeks to protect its proprietary interests through applicable intellectual property laws, contractual protections, internal controls, and confidentiality arrangements, as appropriate. As of December 31, 2025, the Company reported website development and database-related intangible assets, net of accumulated amortization, in its consolidated balance sheet.

Regulation

The Company’s operations may be subject to various laws and regulations in the jurisdictions in which it conducts business, including those relating to corporate governance, securities reporting, cross-border operations, technology services, payments, digital assets, data handling, and other commercial activities. As the Company continues to develop its business lines, it may become subject to additional laws, regulations, licensing requirements, and compliance obligations in the United States and other jurisdictions.

Results of Operations for the three months ended March 31, 2026 and March 31, 2025

Results of Operations

The following summary of our operations should be read in conjunction with our audited financial statements for the three months ended March 31, 2026 and 2025, which are included herein.

	Three Months Ended
	March 31,
	2026		2025		Changes			%

Revenue	$	121,784	$	-	$	121,784			100	%
Operating expenses		3,363,356		483,328		2,880,028			596	%
Other expenses		81		3,069		(2,988	)	(97		)%
Net Loss	$	3,253,813	$	486,397	$	2,877,040			592	%

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During the three months ended March 31, 2026 and 2025, the Company generated revenue of $121,784 and $0, respectively. During the three months ended March 31, 2026, the Company generated revenue from it 51% owned subsidiary Goldfinch-Chong Technology Co., Ltd.’s e-bike charging management solutions of $120,640 and its wholly owned subsidiary Solan (Shenzhen) Technology Co., Ltd.’s online medical education of $1,144, respectively.

Net loss increased during the three months ended March 31, 2026 mainly due to the increase in operating expense.

Operating expenses increased during the three months ended March 31, 2026 primarily due the increases in stock-based compensation, audit fees and accounting fees. During the three months ended March 31, 2026, the Company recorded total stock-based compensation of $3,317,607.

Liquidity and Capital Resources

The following table provides selected financial data about the Company as of March 31, 2026 and December 31, 2025

Working Capital

	As of		As of
	March 31,		December 31,
	2026		2025			Changes			%

Current Assets	$	454,646	$	320,301		$	134,345			42	%
Current Liabilities	$	345,749	$	809,897		$	(464,148	)	(57		)%
Working Capital (Deficiency)	$	108,897	$	(489,596	)	$	(329,803	)		67	%

As at December 31, 2025, our Company had a working capital of $108,897 compared with a working capital deficiency of $489,596 as at December 31, 2025. The increase in working capital was primarily due to the increase in accounts receivable and prepaid expense and the decrease in stock payable.

Cash Flows

Year Ended December 31, 2025 compared to the year ended December 31, 2024

	Three Months Ended
	March 31,
	2026			2025			Changes			%

Cash flows used in operating activities	$	(5,484	)	$	(72,146	)	$	66,662		(92		)%
Cash flows provided by investing activities		(26,521	)		-			(26,521	)		100	%
Cash flows provided by financing activities		33,427			56,426			(22,999	)	(41		)%
Net changes in cash	$	840		$	(15,720	)	$	17,142		(109		)%

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Cash Flow from Operating Activities

We have not generated positive cash flow from operating activities. During the three months ended March 31, 2026, net cash used in operating activities was $5,484 compared to $72,146 used during the three months ended March 31, 2026.

Cash flows used in operating activities during the three months ended March 31, 2026, comprised of a net loss of $3,253,813, which was reduced by total stock-based compensation of $3,317,607and depreciation of $2,196, and was increased by net changes in operating assets and liabilities of $71,474.

Cash flows used in operating activities during the three months ended March 31, 2025, comprised of a net loss of $486,397 which was reduced by stock-based compensation of $408,851 and amortization of $3,228 and net changes in operating assets and liabilities of $2,172.

Cash Flow from Investing Activities

During the three months ended March 31, 2026, the Company acquired equipment of $26,521.

During the three months ended March 31, 2025, we did not have any investing activities.

Cash Flow from Financing Activities

During the three months ended March 31, 2026 and 2025, we had net cash provided by financing activities of $33,427 and $56,426, respectively.

During the three months ended March 31, 2026, we received advancement from non-affiliates of $40,692 and advancement from the director of Xirangsheng (Shenzhen) Health Technology Co., Ltd. and Solan (Shenzhen) Technology Co., Ltd. of $27,158 offset by repayment to the director of Transuite of $10,900.

During the three months ended March 31, 2025, we received advancement from on-affiliates of $46,820 and advancement from the former director of Transuite of $2,154 for payment made to vendors on behalf of the Company.

Going Concern

As of March 31, 2026, we had an accumulated deficit of $40,815,538 and negative operating cash flow of $5,484 for the three months ended March 31, 2026. Management notes, however, that a substantial portion of the Company’s reported operating expenses for three months ended March 31, 2026 consisted of non-cash items, including stock-based compensation, which did not have a corresponding impact on near-term operating cash flows.

The Company's ability to continue as a going concern is contingent upon achieving future profitable operations and securing sufficient financing to meet operational obligations. Management plans to fund operations over the next twelve months through existing cash resources, related party support, additional debt or equity financing, and potential capital raises via public or private offerings. Management is actively pursuing these financing and business development initiatives and believes that such efforts, together with ongoing strategic expansion and liability management measures, may support the Company’s operations over the next twelve months. However, there can be no assurance that the Company will be successful in obtaining sufficient financing or achieving profitable operations.

To improve its financial position, the Company has implemented a comprehensive strategy focused on:

	1.	Revenue Growth – expanding strategic consulting, enterprise technology, and infrastructure-related service opportunities;
	2.	Strategic Expansion – integrating acquired businesses and developing scalable Web3, digital asset, and infrastructure platforms;
	3.	Market Development – building strategic partnerships and expanding commercial relationships across multiple jurisdictions;
	4.	Technology Advancement – strengthening platform capabilities, intellectual property development, and commercialization readiness.
	5.	Capital Structure and Liquidity Management – pursuing equity and debt financing opportunities, related party support, strategic capital arrangements, and liability restructuring where appropriate.

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Management notes that a substantial portion of the Company’s operating expenses for the three months ended March 31, 2026 consisted of non-cash stock-based compensation associated with strategic services, corporate restructuring, and platform expansion initiatives. Management believes the Company’s 2026 financial results should be evaluated in the context of its broader strategic repositioning and non-cash capitalization activities.

Management believes that 2026 should be evaluated as a strategic repositioning and platform-buildout year, during which a significant portion of reported operating expense was non-cash in nature. Management further believes that the strategic acquisitions, platform development efforts, and financing initiatives undertaken during and after three months ended March 31, 2026 provide an initial foundation for future commercialization, revenue expansion, and improved operating scale.

Off Balance Sheet Arrangements

We have no off-balance sheet arrangements including arrangements that would affect our liquidity, capital resources, market risk support and credit risk support or other benefits.

Critical Accounting Policies

The preparation of financial statements in accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. A change in managements’ estimates or assumptions could have a material impact on our financial condition and results of operations during the period in which such changes occurred. Actual results could differ from those estimates. Our financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented.

Fair Value of Financial Instruments

ASC 820 “Fair Value Measurements and Disclosures” establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.

These tiers include:

Level 1: defined as observable inputs such as quoted prices in active markets;

Level 2: defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and

Level 3: defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

The carrying value of cash, prepayments and the Company’s loan from shareholder approximates its fair value due to their short-term maturity.

Recent Accounting Pronouncements

Management has considered all recent accounting pronouncements issued. Our Company’s management believes that these recent pronouncements will not have a material effect on our financial statements. Refer to Note 2 in the accompanying consolidated financial statements.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the SEC’s rules. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of March 31, 2026. Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective as of March 31, 2026.

Our disclosure controls and procedures reflect the company’s current stage of development and organizational structure. Currently, our Chief Executive Officer and Director assumes core responsibility for financial processes, including the identification, authorization, approval, accounting for, and disclosure of significant estimates, related-party transactions, and unusual transactions. We are evaluating and planning to implement additional control measures, including the introduction of independent review mechanisms, to further enhance the effectiveness and reliability of our internal controls.

Changes in Internal Control Over Financial Reporting

During the period covered by this report there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Internal Controls

Our management do not expect that our disclosure controls and procedures or our internal control over financial reporting are or will be capable of preventing or detecting all errors or all fraud. Any control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements, due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns may occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risk.

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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

On January 2, 2026, the Company issued 2,140,016 common shares for the settlement of loan payable of $128,401 in pursuant to the settlement agreement entered on December 3, 2025. (Note 5)

On January 16, 2026, the Company issued 666,666 common shares for the settlement of a trade payable of $40,000 in pursuant to the settlement agreement entered on December 3, 2025. (Note 5)

On March 31 2026, the Company issued 342,216 common shares for the settlement of loan payable of $20,533 in pursuant to the settlement agreement entered on December 3, 2025. (Note 5)

From January to February 2026, the Company issued an aggregate of 1,550,000 common shares valued at $155,000 to consultants for service rendered.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None

Item 6. Exhibits

31.1		Certification of Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act

32.1		Certification of Chief Executive Officer and Chief Financial Officer Under Section 1350 as Adopted Pursuant Section 906 of the Sarbanes-Oxley Act

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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.

Dated June 16, 2026	By:	/s/ Mengqing Fan
		Mengqing Fan
		Title: CEO, Director, Chairwoman of the Board

Dated June 16, 2026	By:	/s/ Hailiang Li
		Hailiang Li
		Title: CFO

TRANSUITE.ORG INC. 10-Q