TRSO 10-K & 10-Q changes, risk factors and insider trading

The following summary of our operations should be read in conjunction with our audited financial statements for the yearsyear ended NovemberDecember 30,31, 20242025 and 2023,2024, which are included herein.

Net loss increased to $369,101 forduring the year ended NovemberDecember 30,31, 20242025 from $14,819 for the year ended November 30, 2023mainly due to the decrease in revenues and increase in operating expenses.expense.

We have not generated positive cash flow from operating activities. During the year ended NovemberDecember 30,31, 2024,2025, net cash used in operating activities was $191,882$69,282 compared to $114,334$180,533 used during the year ended NovemberDecember 30,31, 2023.2024.

Cash flows used in operating activities during the year ended NovemberDecember 30,31, 2024,2025, comprised of a net loss of $369,101,$37,157,151, which was reduced by stock-based compensation of $22,320,670, impairment loss on goodwill of $14,685,271, impairment loss on intangible assets of $27,619, amortization of $13,070 and imputed interest of $3,321 and$12,912, net changes in operating assets and liabilities of $160,828.$58,054 and was increased by gain on loan settlement of $16,657.

Cash flows used in operating activities during the year ended NovemberDecember 30,31, 2023,2024, comprised of a net loss of $14,819,$374,877, which was reduced by amortization of $8,781 and$13,070, imputed interest of $5,677$2,605 and net changes in operating assets and liabilities of $113,973.$148,632.

During the year ended NovemberDecember 30,31, 2024, we did not have any investing activities.

During the yearsyear ended NovemberDecember 30,31, 20242025 and 2023,2024, we had net cash provided by financing activities of $202,620$50,678 and $147,112,$185,820, respectively.

During the year ended NovemberDecember 30,31, 2024,2025, we received proceedadvancement from loansnon-affiliates of $148,442$64,720 offset by repayment to the non-affiliate of $5,000, and advancement from formerthe directors of $27,158 for payment made to vendors on behalf of the Company offset by repayment to the director of $54,178.$36,200.

During the year ended NovemberDecember 30,31, 2023,2024, we received proceedadvancement from a convertible note payableon-affiliates of $153,520$183,666 and proceedsadvancement from athe relatedformer party loan payabledirector of $24,086,$2,154 offsetfor bypayment repaymentsmade to vendors on the related party loan payablebehalf of $30,494.the Company.

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.

Transuite.OrgTransuite. 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 AnnualQuarterly Report.

Historically, the Company operated an online translation and related service platform. During 2025, the Company undertook a strategic repositioning and expanded into a broader technology-focused holding company model through a series of acquisitions, subsidiary formations, and strategic cooperation arrangements. As a result, the Company is now focused on developing integrated solutions involving intelligent new-energy infrastructure, AI-enabled applications, Web3 infrastructure, and digital asset technologies, AI-enabled applications, and intelligent infrastructure systems.technologies. Management believes that the convergence of digital finance, enterprise technology, and real-world infrastructure digitization may create long-term commercial opportunities across multiple markets. Management currently expects electric two-wheeler charging infrastructure, primarily through Goldfinch-Chong, to be a principal focus of the Company’s near-term business development.

During the yearsix months ended DecemberJune 31,30, 2025,2026, the Company generated revenue primarily from strategice-bike consultingcharging andmanagement 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.solutions. For the yearsix months ended DecemberJune 31,30, 2025,2026, the Company reported consolidated revenue of $117,765.$248,036.

The Company is a technology-focused holding company dedicated to developing and integrating business lines that combine intelligent new-energy infrastructure management solutions, enterprise technology services, Web3-related infrastructure, and digital asset connectivity, and intelligent infrastructure management solutions.connectivity. As of DecemberJune 31,30, 2025,2026, the Company’s operations were organized around the following principal business initiatives: The Company’s primary near-term operating focus is the electric two-wheeler charging infrastructure business conducted through Goldfinch-Chong.

Through SolanAI Global Ltd., a Hong Kong-based subsidiary, the Company is developing digital payment infrastructure intended to connect blockchain-based digital assets with real-world commercial payment environments. Management intends for this platform to support enterprise payment integration, cross-platform settlement capabilities, and digital asset-related transaction infrastructure. The Company may continue to evaluate strategic partnerships, technology integrations and commercialization models relating to digital payment and merchant-facing technology services, subject to market conditions, regulatory requirements and the execution of definitive agreements, as applicable. The Company currently views this initiative as complementary to its primary near-term focus on new-energy charging infrastructure.

The Company has entered into strategic cooperation arrangements with Australian Fintech Group Pty Ltd. and has also entered into an arrangement to acquire a 51% equity interest in AEEC International Pty Ltd., which operates under the brand name AUXSTO. Based on the Company’s current strategic plans, this initiative is intended to expand the Company’s capabilities in digital asset infrastructure, digital payment systems, trading platform technology, and cross-border financial technology services. As of June 30, 2026, the acquisition had not been completed, and the Company currently views this initiative as a complementary longer-term opportunity.

Goldfinch – Electric Two-Wheeler Charging and Intelligent Infrastructure 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. AsOn ofJune December30, 31,2026, 2025,Goldfinch-Chong entered into a strategic cooperation agreement with Sichuan Wochuang Kedian IoT Technology Co., Ltd. to expand AI-enabled charging infrastructure for electric two-wheelers. Under the Companycooperation alsoarrangement, Sichuan Wochuang intends to deploy an initial RMB 200 million (approximately $30 million) capital investment for electric two-wheeler charging pile projects. As reported inventoryby associatedthe withCompany, e-bikeGoldfinch-Chong has deployed more than 100,000 charging equipment.piles, serves more than 1.7 million users, and owns two invention patents and 26 software copyrights.

During 2025,the six months ended June 30, 2026, the Company’s primary revenue-generating activities consisted principally of strategicintelligent consultinginfrastructure and technology-relatede-bike services,charging includingmanagement business solution development and digital platform-related deliverables.solutions. The Company’s segment reporting reflects technology and consulting services conducted through Transuite.OrgTransuite. 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.

The Company’s strategy is centered on building a diversified operating platform acrosswith a primary near-term emphasis on intelligent new-energy and electric two-wheeler charging infrastructure, supported by enterprise technology,technology Web3-relatedand infrastructure,selected Web3 and digital asset enablement, and intelligent infrastructure systems.initiatives. The principal elements of this strategy include:

The following acquisitions and entity formations significantly expanded the Company’s operating structure during 20242024, 2025 and 2025the six months ended June 30, 2026:

On September 16, 2025, Jiansheng (Shenzhen) Technology Co., Ltd. was formed as an 80% subsidiary of Crestar Holdings Ltd. On April 20, 2026, the Company acquired the remaining 20% interest, resulting in 100% indirect ownership of Jiansheng.

On 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. AsDuring ofthe Decembersix 31,months 2025,ended 3,500,000June 30, 2026, 4,000,000 shares had beenwere issued as initial consideration, with 1,500,000 additional1,000,000 shares remaining to be issued in 2026.

As of DecemberJune 31,30, 2025,2026, management believedbelieves that the Company hadhas completed a substantial portion ofcontinued its strategic asset integration and capital structure repositioning and hadhas established an initial foundation for future platform commercialization and business expansion.expansion, with electric two-wheeler charging infrastructure expected to be a principal area of future development.

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

The Company seeks to protect its proprietary interests through applicable intellectual property laws, contractual protections, internal controls, and confidentiality arrangements, as appropriate. AsGoldfinch-Chong ofalso Decemberowns 31,two 2025,invention the Company reported website developmentpatents and database-related26 intangiblesoftware assets,copyrights netrelated of accumulated amortization, into its consolidatedcharging balanceand sheet.technology operations.

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

The following summary of our operations should be read in conjunction with our auditedunaudited financial statements for the three months ended MarchJune 31,30, 2026 and 2025, which are included herein.

During the three months ended MarchJune 31, 2026 and 2025, the Company generated revenue of $121,784 and $0, respectively. During the three months ended March 31,30, 2026, the Company generated revenue from itCompany’s 51% owned subsidiary Goldfinch-Chong (Fuzhou) Technology Co., Ltd.’sLtd. recognized e-bike charging management solutionsrevenue of $120,640$126,242 and its wholly owned subsidiary Solan (Shenzhen) Technology Co., Ltd.’sLtd. recognized online medical education revenue of $1,144, respectively.$10.

Net loss increaseddecreased during the three months ended MarchJune 31,30, 2026 mainly due to the increasedecrease in operating expense.

Operating expenses increaseddecreased during the three months ended MarchJune 31,30, 2026 primarily due to the increasesdecreases 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.compensation.

The following table provides selected financial data about the Company as of MarchJune 31,30, 2026 and December 31, 2025 Working Capital

As at DecemberJune 31,30, 2025,2026, our Company had a working capital deficiency of $108,897$302,329 compared with a working capital deficiency of $489,596 as at December 31, 2025. The increasedecrease in working capital deficiency was primarilymainly due to the increase in accountsprepaid receivableexpenses, cash and prepaid expense and the decrease in stock payable.

We have not generated positive cash flow from operating activities. During the threesix months ended MarchJune 31,30, 2026, net cash provided by operating activities was $4,589 compared to net cash used in operating activities wasof $5,484 compared to $72,146 used$92,639 during the threesix months ended MarchJune 31,30, 2026.2025.

Cash flows used in operating activities during the threesix months ended MarchJune 31,30, 2026, comprised of a net loss of $3,253,813,$8,001,684, which was reduced by total stock-based compensation of $3,317,607and$7,634,463, depreciation of $2,196,$6,205, loss on change in fair value of derivative liabilities of $474,191 and wasamortization increasedof bydebt discount of $2,137and net changes in operating assets and liabilities of $71,474.$110,723, and was increased by loss on change in fair value of derivative liabilities of $474,191.

Cash flows used in operating activities during the threesix months ended MarchJune 31,30, 2025, comprised of a net loss of $486,397$7,087,167, which was reducedincreased by stock-based compensation of $408,851 and amortization of $3,228 and net changes in operating assets and liabilities of $2,172.$72,028, and was reduced by stock-based compensation of $7,060,100 and amortization on intangible assets of $6,456.

During the threesix months ended MarchJune 31,30, 2026, the Company acquired equipment of $26,521.$76,046.

During the threesix months ended MarchJune 31,30, 2025, we did not have any investing activities.

During the threesix months ended MarchJune 31,30, 2026 and 2025, we had net cash provided by financing activities of $33,427$178,320 and $56,426,$76,636, respectively.

During the threesix months ended MarchJune 31,30, 2026, we received proceeds from issuance of convertible note of $112,000, advancement from non-affiliatesa non-affiliate of $40,692$95,038 and advancement from the director of Xirangsheng (Shenzhen) Health Technology Co., Ltd. and Solan (Shenzhen) Technology Co., Ltd. of $27,158$3,982 offset by repayment to the director of Transuite of $10,900.$32,700.

During the threesix months ended MarchJune 31,30, 2025, we received advancement from on-affiliatesnon-affiliates of $46,820$53,620 and advancement from the former director of Transuite of $2,154$23,016 for payment made to vendors on behalf of the Company.

As of MarchJune 31,30, 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.$45,587,093, Management notes, however, that a substantial portion of the Company’s reported loss and operating expenses for threethe six months ended MarchJune 31,30, 2026 consisted of non-cash items, including stock-based compensation, which did not have a corresponding impact on near-term operating cash flows.compensation.

Management notes that a substantial portion of the Company’s operating expenses for the threesix months ended MarchJune 31,30, 2026 consisted of non-cash stock-based compensation associated with strategic services, corporate restructuring, and platform expansion initiatives. Management believes the Company’s 2026 financial results should be evaluated in the context of its broader strategic repositioning and non-cash capitalization activities.

Management believes that 2026 should be evaluated as a strategic repositioning and platform-buildout year, during which a significant portion of reported operating expense was non-cash in nature. Management further believes that the strategic acquisitions, platform development efforts, and financing initiatives undertaken during and after threesix months ended MarchJune 31,30, 2026 provide an initial foundation for future commercialization, revenue expansion, and improved operating scale.