Universal Token (OTCQB: UTKN) posts 2025 loss and flags going concern risk
Rhea-AI Filing Summary
Universal Token, Inc., a Wyoming-based blockchain and real-world asset tokenization company, filed its annual report for the year ended December 31, 2025. The company generated no revenue in 2024 or 2025 and reported a 2025 net loss of $356,248, driven mainly by professional fees and general and administrative costs.
Total assets reached $1,151,236, largely from $1,133,500 of capitalized software development, while cash was only $1,842 and the working capital deficit was $17,070. Auditors and management highlighted substantial doubt about the company’s ability to continue as a going concern.
The business is building a regulated platform in El Salvador and other jurisdictions to tokenize real-world assets like gold and other commodities, supported by strict KYC/AML controls, but remains pre-revenue and dependent on future licensing approvals and additional capital.
Positive
- None.
Negative
- Going concern uncertainty: Recurring losses, minimal cash ($1,842 at December 31, 2025) and a pre-revenue profile led auditors and management to state substantial doubt about the company’s ability to continue as a going concern.
- Pre-revenue with rising costs: No revenue in 2024 or 2025 while operating expenses more than doubled to $355,026, increasing reliance on external financing.
- Execution and regulatory risk: The business model depends on obtaining and maintaining multiple digital-asset licenses across jurisdictions with rapidly evolving crypto and AI regulations.
Insights
Pre-revenue blockchain issuer with heavy software spend and going concern risk.
Universal Token remains in a pre-revenue stage, posting a $356,248 net loss in 2025 and capitalizing $1,133,500 of software development. This creates an asset-heavy balance sheet supported by unproven future cash flows, typical for early fintech platforms.
Liquidity is tight: cash was only $1,842 with a working capital deficit of $17,070, even after raising $1,149,200 through common stock in 2025 and eliminating related-party debt. Auditors explicitly raised substantial doubt about the company’s ability to continue as a going concern.
The strategy depends on securing digital asset licenses in El Salvador, the UAE, Thailand and Indonesia and on navigating fast-changing crypto and AI regulation. Until the UTKN platform generates meaningful revenue, results will hinge on access to new equity or debt financing and the timely completion and commercialization of its software.
Key Figures
Key Terms
Real World Assets (RWA) tokenisation financial
Digital Asset Service Provider (DASP) regulatory
Howey Test regulatory
emerging growth company regulatory
going concern financial
Software development in progress technical
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ending
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from______to______
Commission
File Number:
(Formerly Eco Bright Future, Inc.)
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification No.) |
(Address of principal executive offices) (Zip Code)
Registrant’s telephone
number, including area code: (
Securities to be registered under Section 12(b) of the Act: None
Securities to be registered under Section 12(g) of the Exchange Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| OTCQB |
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mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
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mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐
Indicate by check
mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.
Indicate by check
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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 such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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.
| Large accelerated filer ☐ | Accelerated filer ☐ |
| 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 check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.
If securities
are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included
in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐
The aggregate market value
of the voting stock held by non-affiliates of the registrant, based upon the closing sale price of the registrant’s common stock
of $4.15 per share on September 30, 2025, the last business day of the registrants most recent completed third quarter, and 26,566,000
shares held by non-affiliates was $
As of December 31, 2025, the Registrant had issued and outstanding shares of Common Stock.
TABLE OF CONTENTS
| PART I | |||
| Page | |||
| Item 1. | Business | 1 | |
| Item 1A. | Risk Factors | 3 | |
| Item 1B. | Unresolved Staff Comments | 9 | |
| Item 1C. | Cybersecurity | 9 | |
| Item 2. | Properties | 10 | |
| Item 3. | Legal Proceedings | 10 | |
| Item 4. | Mine Safety Disclosures | 10 | |
| PART II | |||
| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 11 | |
| Item 6. | Reserved | 11 | |
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 11 | |
| Item 7A. | Quantitative and Qualitative Disclosures about Market Risk | 15 | |
| Item 8. | Financial Statements and Supplementary Data | 15 | |
| Item 9. | Changes In and Disagreements With Accountants On Accounting and Financial Disclosure | 33 | |
| Item 9A. | Controls and Procedures | 33 | |
| Item 9B. | Other Information | 34 | |
| Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 34 | |
| PART III | |||
| Item 10. | Directors, Executive Officers, and Corporate Governance | 35 | |
| Item 11. | Executive Compensation | 36 | |
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 37 | |
| Item 13. | Certain Relationships and Related Transactions and Director Independence | 38 | |
| Item 14. | Principal Accounting Fees and Services | 38 | |
| PART IV | |||
| Item 15. | Exhibits and Financial Statement Schedules | 39 | |
| Signatures | 40 | ||
Part 1
Item 1. Business.
Forward-Looking and Cautionary Statements
There are statements in this registration statement that are not historical facts. These “forward-looking statements” can be identified by the use of terminology such as “believe,” “hope,” “may,” “anticipate,” “should,” “intend,” “plan,” “will,” “expect,” “estimate,” “project,” “positioned,” “strategy” and similar expressions. You should be aware that these forward-looking statements are subject to risks and uncertainties beyond our control. To discuss these risks, you should read this entire registration statement carefully, especially the risks discussed under the “Risk Factors” section. Although management believes that the assumptions underlying the forward-looking statements included in this registration statement are reasonable, they do not guarantee our future performance, and actual results could differ from those contemplated by these forward-looking statements. The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and additional information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results. Accordingly, no opinion is expressed on the achievability of those forward-looking statements. In light of these risks and uncertainties, there can be no assurance that the results and events contemplated by the forward-looking statements contained in this registration statement will transpire. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. We do not undertake any obligation to update or revise any forward-looking statements.
Website Access to SEC Reports
Our website at www.universaltoken.com provides information about our company as well as copies of our reports filed with the SEC including annual and quarterly financial reports. To view the filings visit the website above and click on “filings” to view SEC filings. The SEC also maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information regarding public companies, including Universal Token, Inc. Any reports filed with the SEC may also be obtained from the SEC’s Reference Room at 100F Street, NE, Washington, DC 20549.
ORGANIZATIONAL HISTORY
Universal Token, Inc., (together with its subsidiaries the “Company”), was incorporated in the State of Wyoming in August 2021 under the name Eco Bright Future, Inc. We changed our name to Universal Token, Inc. during October 2025 to better reflect the change in business operations as discussed below. In December of 2023, we completed a reverse recapitalization with United Heritage, an El Salvador Corporation (“United Heritage”), and its wholly owned subsidiary, Universa Hub Africa (“UHA”), a Tunisian Corporation. United Heritage was established to obtain licensing in El Salvador as a digital asset service provider to allow tokenization of certain assets and commodities and was the parent company of UHA until its disposition in November 2025. The operations of United Heritage and UHA were minimal during 2025. During November 2025, United Heritage disposed of UHA and stopped consolidating its operations. Our current jurisdictions that we consolidate financials in and own any tangible or intangible assets are El Salvador and the United States.
Present Operations
The Company intends to engage in the financial technology and blockchain business and is developing an open-source platform and developer infrastructure using Universa Blockchain, to create the UTKN platform, which we believe will enable anyone to access and participate in the global economy and Real-World Assets (“RWA”) tokenisation. We believe our platform will allow digital assets to be transferred safely across a variety of “wallets” due to robust Know Your Customer (“KYC”) and AML (“Anti Money Laundering”) processes that will track and monitor suspicious activities. We are also developing tools to access the platform via mobile and digital services. The Company does not, and does not plan to, engage in crypto asset trading and does not own crypto assets. The Company currently does not meet the requirements to register as an investment company but will continue to monitor current regulations and changes in regulations and reporting requirements, especially as it relates to dealing with foreign jurisdictions. Our ability to adapt to the changing regulatory environments is critical to the success of our business plan. We consult on a regular basis with legal counsel to review our strategies for compliance with regulations and guidelines.
1
Our business plan is to market a software solution to businesses and governments allowing them to provide our platform to their clients and populations. We are targeting central and local banks having robust API systems we believe will allow quick, inexpensive and effective integration of our platform. The platform will require back-end programming with central banks and other organizations to interface with each banking platform, including currency conversions from gold backed currencies to local currencies and conform with local regulations and rules. Integrations are expected to take anywhere from one to six months to complete. The Company will not take custody of RWA tokens, custody remains with the customer, who utilizes the platform to transfer the RWA token directly to the buyer. Holders of RWA tokens can chose to hold tokens in digital “wallets” or locally on their personal device, documented and recoverable with proper credentials if lost.
The RWA tokenization process will allow us to take a commodity such as gold and tokenize it using the Universa Blockchain. Owning the RWA tokens gives rights and ownership to the registered owner. The process allows the underlying commodity to be held in a secure location with tracking using serial numbers assigned to RWA tokens. This process will be facilitated using a bank that will hold and store the commodity in a secure location covered by bank insurance.
We are waiting for our Digital Asset Service Provider (“DASP”) licensing application with the National Commission of Digital Assets (“NCDA”) in El Salvador to be approved. Once approved, the Company will be allowed to legally issue digital assets as tokens and transfer assets on its blockchain platform. We are still in the process of providing the required information with NCDA such as an external audit of our platform, certain security manuals and operational procedure manuals. We also intend to apply for licensing in other countries such as United Arab Emirates (“UAE”) and Thailand, countries that have been passing and modifying laws quickly regarding blockchain and cryptocurrency technologies and currencies.
We believe licensing in Thailand will open up opportunities in Indonesia under a cooperative license agreement between the two countries. We also believe that our license in El Salvador will open opportunities in other south american countries, allowing us to enter these jurisdictions using the licenses from other countries. Licensing requirements could change based on geopolitical policies or other policies outside of our control. Growth into other jurisdictions will be selected based on the highest probability of approval of the licenses. We have had talks with the other jurisdictions and are reviewing licensing and application requirements, but applications have not yet been submitted.
El Salvador and UAE do not require an escrow account for licensing. The cost to obtain licenses is generally less than $10,000, but there can be capital requirements with banks requiring escrowed amounts of cash up to $500,000. Failure to fund escrow requirements would result in delay in our ability to operate in that jurisdiction. If we are unable to obtain licenses in the countries we are targeting, we will be required to re-evaluate our business plan for viability.
As a US company we will also have disclosure documents that will need to be provided under US law even if we are not operating or accepting clients in the USA. Our current business operating plan to digitize RWA tokens does not qualify as a investment contract under the “Howey Test” requiring SEC regulation as current assets and commodities that are tokenized are not expected to give returns based on the reliance of other people’s efforts.
2
Individuals, countries or businesses that cannot pass our KYC/AML process, including the United States of America and European Union countries, are prohibited from using our service, stopping end users trying to access our platform from setting up accounts. The KYC and AML service verifies users, businesses and transactions while simultaneously managing cases and deterring fraud. The system includes email and phone risk assessments and device intelligence. We go through a very thorough ID Verification, Liveness face match, address verification, live agent video call, QES/eIDAS, NFC, Known face search, blocklist check and duplicate check. Our AML screening screens for PEP and sanctions amongst other important factors such as ongoing fraud monitoring and suspicious transaction reporting. Our KYC and AML policies are provided by SumSub, a third-party service provider which monitors and protects our platform.
Our Tokenization process and current plans for exchanging digital assets do not currently meet the Howey Test as the current items planned to be tokenized are commodities and are not expected to give returns based on the reliance of other people’s efforts. There could be a need to register an offering with the SEC when certain real estate transactions are tokenized or other digital assets that meet the “Howey Test”. We will review each tokenization process and register the appropriate offerings with the SEC.
Employees
We have one full time employee, our President, George Athanasiadis and a part time CTO Tomaz Strgar. The Board retains consultants and advisors on as needed basis. They are compensated with cash and the issuance of the Company’s common stock.
Facilities
Our corporate offices are located in El Salvador. Our main operations will be spread across Central America and Asia. Consultants, advisors and contract service providers will work from home offices and from a location in El Salvador.
ITEM 1A. RISK FACTORS
Any investment in our securities is highly speculative. The Company's business and ownership of shares of our common stock are subject to numerous risks. You should not purchase our shares if you cannot afford to lose your entire investment. You should consider the following risks before acquiring any of our shares.
We need additional capital.
We need additional financing to grow our operations. The amount required depends upon our business operations, and how quickly we grow. Varying based on growth strategies, it is estimated between $5,000,000 and $25,000,000 will have to be raised over the next 2 years. We may be unable to secure this additional required financing on a timely basis, under terms acceptable to us, or at all. To obtain additional financing, we will sell additional equity securities, which will further dilute shareholders' ownership in us. Ultimately, if we do not raise the required capital, we may experience delayed growth or need to cease operations.
We are dependent upon our key personnel.
We are highly dependent upon the services of Tomaz Strgar, our Chief Technology Officer. If he terminated his services with us, our business would suffer.
There is only a limited trading market for our securities.
Our Common Stock is traded on the OTC Markets. The prices quoted may not reflect the price at which you can resell your shares. Because of the illiquid nature of our stock, we are subject to rules of the U.S. Securities and Exchange Commission that make it difficult for stockbrokers to solicit customers to purchase our stock. This reduces the number of potential buyers of our stock and may reduce the value of your shares. There can be no assurance that a trading market for our stock will continue or that you will ever be able to resell your shares at a profit, or at all.
Our management controls us.
Our current officers and directors own approximately 74% of our outstanding common stock and are able to affect the election of the members of our Board of Directors and make corporate decisions. Alexander Borodich, by his ownership of Class A Preferred Stock, has the right to vote 49% of our voting securities.
3
We have a going concern issue.
Our consolidated financial statements are prepared using Generally Accepted Accounting Principles applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, we have accumulated losses since inception and have had negative cash flows from operations, which raise substantial doubt about our ability to continue as a going concern. Management's plans with respect to alleviating the adverse financial conditions that caused management to express substantial doubt about our ability to continue as a going concern are as follows:
The ability to continue our operations depends on our ability to generate and grow revenue and results of operations as well as our ability to access capital markets when necessary to accomplish strategic objectives. We expect to continue to incur losses for the immediate future and will need additional equity or debt financing until we can achieve profitability and positive cash flows from operating activities. Our future capital requirements for operations will depend on many factors, including the ability to generate revenues and obtain capital.
There can be no assurance that we will be able to achieve its business plans, raise any more required capital or secure the financing necessary to achieve its current operating plan. The ability to continue as a going concern is dependent upon our ability to successfully accomplish the plan described in the preceding paragraph and eventually attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the company is unable to continue as a going concern.
Licensing and permissions to tokenize real world assets could take longer than expected in different jurisdictions.
Licensing and permission to tokenize real world assets legally in the jurisdictions in which we operate could be delayed or denied. If we are unable to obtain all the licenses, we are expecting it could negatively impact our growth potential.
The Real World Asset (RWA) Tokenization Market is Highly Competitive and Fragmented.
There are a substantial number of companies attempting to enter this highly competitive market. We feel we have a good competitive advantage, however there are many companies we will compete with that are better funded than we are. There is no guarantee we will be able to take the market share we are expecting. Other risks associated can come from government intervention including, but not necessarily limited to, future government regulation limiting the scope of activities available to generate revenue and creating technological difficulties.
Reporting requirements under the Exchange Act and compliance with the Sarbanes-Oxley Act of 2002, including establishing and maintaining acceptable internal controls over financial reporting, are costly and may increase substantially.
The rules and regulations of the SEC require a public company to prepare and file periodic reports under the Exchange Act, which will require that the Company engage in legal, accounting, auditing, and other professional services. The engagement of such services is costly, and we are likely to incur losses that may adversely affect our ability to continue as a going concern. Additionally, the Sarbanes-Oxley Act of 2002 requires, among other things, that we design, implement and maintain adequate internal controls and procedures over financial reporting. The costs of complying with the Sarbanes-Oxley Act may make it difficult for us to design, implement and maintain adequate internal controls over financial reporting. If we fail to maintain an effective system of internal controls or discover material weaknesses in our internal control. In that case, we may not be able to produce reliable financial reports or report fraud, which may harm our overall financial condition and result in a loss of the investor confidence and a decline in our share price.
We cannot assure you that our Common Stock will be listed on an exchange.
Our common stock is currently traded on the OTC Markets OTCQB under the symbol UTKN. Our goal is to uplist to a larger exchange. However, we cannot assure you that we will be able to meet the initial listing standards of the stock exchanges or quotation medium we are hoping to uplist to, or that we will be able to maintain a listing of our common stock on any stock exchange. In addition, we may be subject to an SEC rule that, if we failed to meet the criteria outlined in such rule, imposes various practice requirements on broker-dealers who sell securities governed by such rule to persons other than established customers and accredited investors. Consequently, such a rule may deter broker-dealers from recommending or trading shares in our common stock, which may further affect its liquidity. This would also make it more difficult for us to raise additional capital following a business combination.
4
Our Common Stock will likely be considered a “penny stock,” which may make it more difficult for investors to sell their shares due to suitability requirements.
Our common stock is currently deemed “penny stock,” as that term is defined under the Exchange Act. Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that the exchange or system provides current price and volume information concerning transactions in such securities). Penny stock rules impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors.” The term “accredited investor” generally refers to institutions with assets over $5,000,000 or individuals with a net worth in excess of $1,000,000 or an annual income exceeding $200,000 or $300,000 jointly with their spouse.
The penny stock rules require a broker-dealer, before a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized disclosure document in a form prepared by the SEC, which provides information about penny stocks and the nature and level of risks in the penny stock market. Moreover, brokers/dealers are required to determine whether an investment in a penny stock is suitable for a prospective investor. A broker/dealer must receive a written agreement to the transaction from the investor setting forth the identity and quantity of the penny stock to be purchased. These requirements may reduce the potential market for our common stock by reducing the number of potential investors. This may make it more difficult for investors in our common stock to sell shares to third parties or dispose of them. This could cause our stock price to decline.
We have never paid dividends on our Common Stock, and it is not guaranteed that we will in the future.
We have never paid dividends on our common stock, we have this option as valid to discuss on the management level and approve it. There are no assurances or guarantees that we will be able to pay dividends.
We are an “emerging growth company” under the JOBS Act of 2012. We cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.
We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”). We may take advantage of certain exemptions from various reporting requirements that apply to other public companies that are not “emerging growth companies,” including, but not limited to, not being required to comply with the auditor attestation requirements of section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive, there may be a less active trading market for our common stock, and our stock price may be more volatile.
In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of specific accounting standards until those standards would otherwise apply to private companies. We are taking advantage of the extended transition period to comply with new or revised accounting standards.
We will remain an “emerging growth company” for up to five years, although we will lose that status sooner if our revenues exceed $1 billion, if we issue more than $1 billion in non-convertible debt in three years, or if the market value of our common stock that is held by non-affiliates exceeds $700 million as of any June 30.
Our status as an “emerging growth company” under the JOBS Act of 2012 may make it more challenging to raise capital as and when we need it.
5
Because of the exemptions from various reporting requirements provided to us as an “emerging growth company” and because we will have an extended transition period for complying with new or revised financial accounting standards, we may be less attractive to investors, and it may be difficult for us to raise additional capital as and when we need it. Investors may be unable to compare our business with other companies in our industry if they believe that our financial accounting is not as transparent as other companies in our industry. If we cannot raise additional capital as and when we need it, our financial condition and results of operations may be materially and adversely affected.
We have the right to issue shares of preferred stock. If we were to issue preferred stock, it is likely to have rights, preferences, and privileges that may adversely affect the common stock.
We have preferred stock currently issued and outstanding and do have the ability to issue more. The issuance of these shares could adversely affect the common stock already outstanding. The aforementioned preferred stock allows the holder to vote 10 times for each share owned. Currently Alexander Borodich owns 10,000,000 shares representing 100,000,000 votes. These shares hold special voting rights but are not convertible into common stock of the company.
There are inherent risks associated with our limitation of our internal policies and procedures to determine whether crypto assets and crypto-asset related services and products offered or that we intend to offer are “securities” within the meaning of Section 2(a)(1)
Some of our policies and procedures are risk-based judgments made by the company and not a legal standard or determination binding on any regulatory body or court. This includes the risk that we could be compliant within the jurisdiction we are operating in but out of compliance within the Securities Division and Governing Boards of Public Companies. The laws are often changing and keeping up with the specific changes is very important and difficult to manage.
We have a potential requirement to register as an investment company under the Investment Company Act of 1940
The company could be required to register as an investment company in the future. This could add additional requirements and additional expenses that could negatively impact the company and restrict our ability to implement certain aspects of our business plan. We do not currently meet The “Howey Test” and we do not custody any investments. We currently do not meet the definition of an investment company under Section 2(a)(1). In certain jurisdictions and depending on how certain assets are held in “custody” (meaning who holds the asset or commodity in question in their custody) there could be a need in the future to register as an investment company. We have consulted with our legal counsel and although right now we do not meet the requirement to register we could at a future date be required to register either through change in who has to register as an investment company or due to a change in how we operate and do business. We will continue to monitor the situation as it changes and maintain compliance with SEC governing rules even when we are dealing with foreign jurisdictions. The changing laws and regulations regarding what is considered an investment company is evolving with current blockchain and crypto technologies. This could change our regulatory expenses significantly and we could be required to register as an investment company.
We are currently applying for several licenses in different Jurisdictions. If licenses are not approved it could affect our growth rate.
We are currently applying for licenses in El Salvador and plan to quickly apply for licensing in Thailand and UAE. If these licenses do not get issued it would affect our ability to grow and would prohibit us from tokenizing many of the assets and commodities we are planning on tokenizing.
The use of AI can be expensive, unpredictable and carries its own risks that are not associated with our individual blockchain technology.
The use of AI can also create more regulatory stipulations and the everchanging environment could make AI implementation difficult or not profitable. Certain AI engines also carry with them security risks from an encryption aspect.
6
We plan to operate in El Salvador, United Arab Emirates, Thailand and Indonesia. The risks associated with the various regimes and government oversite in these countries could impact our business.
The governments and regulations in the countries we plan to operate in could pass legislation affecting our plans for development and growth within the regions. Dealing with the regulatory environments in these countries can be risky and therefore could affect the growth, expansion and viability of the company in the future.
We plan to operate using licenses with El Salvador, United Arab Emirates, Thailand and Indonesia. Any country can change regulations and make licensing and compliance more difficult and/or more expensive.
The operation of licensing across multiple jurisdictions can be difficult to keep up with current regulations and restrictions. Changes in leadership in the countries can also affect our licenses even after they are issued.
Regulatory developments are rapidly changing related to crypto assets, the crypto asset markets and artificial intelligence products in El Salvador
El Salvador has become a global leader in crypto assets and crypto markets. They have been aggressively marketing crypto assets and have created regulations within El Salvador that govern their digital asset markets. This can provide risk if they begin to be more restrictive in certain activities that the company is involved with. We will be using the Digital Asset Provider License from El Salvador and the revocation or suspension of this license could cause harm to the company.
CNAD is the regulating entity in El Salvador and they have very specific licensing requirements and they update regulations very often. The ongoing compliance has required us to hire a local individual that is approved by CNAD to assist in the rolling out of new and changing regulations. Licensing requirements are currently our main focus. In order to be granted a license you must show that your platform meets the guidelines and regulations of the CNAD and that you have the ability to adapt your platform to their future changes. This is a challenging environment to do business in because things change quickly and often.
Regulatory developments are rapidly changing related to crypto assets, the crypto asset markets and artificial intelligence products in Tunisia.
Tunisia is relatively new to the crypto asset market and will be changing and evolving as they learn and grow. This could be a risk as we are one of the first companies operating with the government in crypto assets and blockchain technologies in the country.
Tunisia has fewer regulatory changes currently happening than other jurisdictions, but licensing requirements exist and ongoing compliance with their regulatory statutes requires supervision and a knowledgeable individual to monitor compliance. We have been operating in Tunisia for several years and we have a good understanding of their changing regulations and compliance issues.
Regulatory developments are rapidly changing related to crypto assets, the crypto asset markets and artificial intelligence products in United Arab Emirates.
UAE is on the cutting edge of crypto asset markets and is evolving and designing regulations and restrictions on many aspects of digital assets. As they introduce more regulations, we could have an increased expense in conforming with new policies and procedures.
DMCC issues new rules and regulations including licensing requirements for operating within the UAE. Restrictions include not being able to operate without a license. To obtain licensing you must prove competence as a company, and you must provide detail structure of your KYC/AML process and your overall platform security. Failure to obtain licensing could adversely affect the company.
Regulatory developments are rapidly changing related to crypto assets, the crypto asset markets and artificial intelligence products in Thailand.
Thailand is relatively new to the digital asset market and we expect to be one of the first companies operating in the way we expect to operate once we get the necessary licenses. Thailand will monitor closely our actions as a company and will be heavily involved in the way we roll out our products and services. We could experience delays or additional costs due to regulatory compliance.
7
Thailand has a growing digital market and as they continue to grow they are adapting their laws and regulations to prevent issues and fraud. The changes include limiting the licenses they are issuing. We intend to partner with a bank that currently has a license and in order to do this we must comply with the regulatory compliance from the bank we will work with. This process is ongoing in negotiations and we will release more information on this when we have reached a final agreement and have permission from our partners to disclose our agreement. If we are unable to proceed with this partnership we will need to find another partner or apply for our own license. Applying for our own license will greatly increase the timeline in which we expect to enter the Thai market.
Regulatory developments are rapidly changing related to crypto assets, the crypto asset markets and artificial intelligence products in Indonesia.
Indonesia is relatively new to the digital asset market. Indonesia will likely introduce new and widespread policies and procedures regarding crypto asset markets. We could experience delays or additional costs due to regulatory compliance.
Thailand licenses with the bank we are planning to work with would allow us to enter Indonesia. Indonesia has their own set of regulations that would also need to be complied with. Our partners in Thailand will work with our legal team and review the specific requirements before we enter the Indonesian market. If we are unable to obtain the license through partnership, we will apply for a license individually in Indonesia and this would greatly increase our timeline for entering this market.
Risks Related to Real World Asset Tokenization.
There are risks associated with dealing with and issuing real world asset tokens. These risks include but are not limited to: risks of the underlying asset being damaged or stolen, storage costs, maintenance costs, the liquidity risks associated with selling the real world assets and the overall risk of theft of not only the tangible asset but also the token.
Our KYC Process and AML process is using a third-party program called SubSum. There are material risks if unauthorized individuals access our platform.
There are risks of Fines or regulatory issues if unauthorized individuals access our platform. We have taken steps to ensure this does not occur. In the event that it does happen we could be adversely affected in our business and there could be regulatory fines, penalties or levies associated with unauthorized or impermissible access or activities.
Blockchain Technology carries with is certain risks and compliance issues.
Blockchain technologies are heavily regulated and will likely become more regulated as it becomes more integrated in business and personal use cases. There are also risks associated with cyber criminals and fraud throughout the world. Blockchain also uses infrastructure that can be slowed or destroyed by natural disasters, power outages and other uncontrollable circumstances. There are also risks associated with blockchain due to cyber criminals and fraud throughout the world.
Blockchain Cyber criminals are causing issues throughout the world and have created the need for more regulation from countries attempting to protect companies and consumers. These regulations can create additional substantial expenses for blockchain companies to operate. Fraudulent activities such as setting up fake accounts and trying to create fake transactions have created the need for further regulation. “hacking wallets” has become a significant risk when dealing with blockchain and crypto asset companies. Hacking wallets can be defined as an unauthorized individual accessing your individual wallet.
As regulation increases and more resources are put into stopping cyber criminals it is likely that a large financial burden will be put on companies operating blockchains.
8
Blockchain Technology Regulatory developments could present the company with certain risks and compliance issues.
The blockchain technology regulatory environment is ever changing. Changes to the regulations could affect our ability to implement certain parts or all of our business plan. The areas in which we intend to operate are evolving their blockchain requirements and maintaining compliance with these changes can become expensive and very cumbersome for the company. Licensing requirements in many of the jurisdictions in which we intend to operate are evolving and also many are under their initial development stage. Historically countries have introduced more and more legislation as they continue to resolve issues related to blockchain regulation.
Blockchain Technology outage or impairment could significantly harm our company.
If our blockchain experienced an outage or impairment or attack from cyber criminals we could have our business model affected in many ways including but not limited to a complete loss of customer base, loss of a large portion of our customers, bad reputation for being an unsable blockchain or a questionable reputation for securing information as advertised.
Item 1B. Unresolved Staff Comments
Not required for a smaller reporting company.
Item 1C. Cybersecurity Risks
Material Effects from Cybersecurity Incidents
Our business is subject to risk from cybersecurity threats and incidents, including attempts to gain unauthorized access to our systems or networks, or those of our managers, employees, and third-party vendors and service providers, to disrupt operations, corrupt data or steal confidential or personal information and other cybersecurity breaches. We consider cybersecurity risk a serious threat to our assets and our people and have put processes in place designed to mitigate the risk and impact of any such cybersecurity threat or incident.
Our operations rely on the secure, accurate and timely receipt, storage, transmission, use, disclosure, and other processing of confidential and other information (including personal information) in our systems and networks. We also rely on the secure, accurate and timely receipt, storage, transmission, use, disclosure, and other processing of confidential and other information in the systems and networks of our customers and third parties, including suppliers, sellers and servicers, financial market utilities, and other third parties. Cybersecurity risks for companies like ours continue to increase. Like many companies and government entities, from time to time we have been, and expect to continue to be, the target of attempted cybersecurity incidents and other information security threats, including those from nation-state and nation-state supported actors.
As of the date of this
report
Additionally, insider
threats also remain a risk given our workforce diversification to include contractors, remote workers, part-time employees, and full-time
employees. As referenced above,
Cybersecurity Risk Management and Strategy
Cybersecurity Governance
9
Item 2. Properties
Our corporate offices are located in El Salvador. Our main operations will be spread across Central America and Asia. Consultants, advisors and contract service providers will work from home offices and from our location in El Salvador.
Item 3. Legal Proceedings
There are no pending material legal proceedings to which we are a party or to which any of our property is subject.
Item 4. Mine Safety Disclosures
Not Applicable
10
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
Our common stock is quoted on the OTC markets under the symbol “UTKN”. As of March 1, 2026, there were 252 registered stockholders of Universal Token, Inc.
Repurchases
The company did not purchase any shares under any stock repurchase programs in 2025 or 2024, respectively, and there is no allocation of funds set aside for future repurchases under any stock repurchase plans at the current time.
Dividends and Restrictions
Holders of common stock are entitled to dividends when, as, and if declared by the Board of Directors, out of funds legally available, therefore. We have never declared cash dividends on its common stock and our Board of Directors does not anticipate paying cash dividends in the foreseeable future as it intends to retain future earnings to finance the growth of our businesses. There are no restrictions in our articles of incorporation or bylaws that restrict us from declaring dividends.
Item 6. Reserved
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Management’s discussion and analysis (“MD&A”) should be read in conjunction with the consolidated financial statements and accompanying notes included in Item 8 of this Annual Report on Form 10-K (annual report), which include additional information about our accounting policies, practices, and the transactions underlying our financial results. The preparation of our consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP) requires us to make estimates and assumptions that affect the reported amounts in our consolidated financial statements and the accompanying notes, including various claims and contingencies related to lawsuits, taxes, environmental and other matters arising during the normal course of business. We apply our best judgment, our knowledge of existing facts, circumstances, and actions that we may undertake in the future in determining the estimates that affect our consolidated financial statements. We evaluate our estimates on an ongoing basis using our historical experience, as well as other factors we believe appropriate under the circumstances, such as current economic conditions, and adjust or revise our estimates as circumstances change. As future events and their effects cannot be determined with precision, actual results may differ from these estimates. Our MD&A contains forward-looking statements that discuss, among other things, future expectations and projections regarding future developments, operations, and financial condition. All forward-looking statements are based on management’s existing beliefs about present and future events outside of management’s control and on assumptions that may prove to be incorrect. If any underlying assumptions prove incorrect, our actual results may vary materially from those anticipated, estimated, projected, or intended. We undertake no obligation to publicly update or revise any forward-looking statements to reflect actual results, changes in expectations, events or circumstances after the date of this Report is filed. Universal Token, Inc. and its subsidiaries are referred to collectively as “Universal Token” “the Company,” “we, “us” or “our” in the following discussion and analysis.
Going Concern
At December 31, 2025, we had $1,151,236 in assets, $12,930 of them current assets and a $505,219 accumulated deficit. Our current liquidity resources are not sufficient to fund anticipated level of operations for at least the next 12 months from the date these consolidated financial statements were issued. As a result, there is substantial doubt regarding the Company’ ability to continue as a going concern.
11
The ability to continue Universal Token’s operations depends on its ability to generate and grow revenue and results of operations as well as our ability to access capital markets when necessary to accomplish strategic objectives. We expect to continue to incur losses for the immediate future and will need additional equity or debt financing until we can achieve profitability and positive cash flows from operating activities. Our future capital requirements for operations will depend on many factors, including the ability to generate revenues and obtain capital.
There is no assurance that we will ever be profitable or that debt or equity financing will be available to us. The consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should we be unable to continue as a going concern. There is no assurance we will be successful in any of these goals.
Results of Operations
For the Years Ended December 31, 2025 and 2024
Revenues and Cost of Sales
We did not recognize any revenue during the years ended December 31, 2025 and 2024.
Operating Expenses
Operating expenses were $355,026 during the year ended December 31, 2025, compared to $156,838 during the year ended December 31, 2024. Operating expenses consisted of $303,264 and $147,234 in professional fees and $51,762 and $9,604 in general and administrative expenses during the years ended December 31, 2025 and 2024, respectively. Increases in professional fees and general and administrative expenses are a result of increased software development activities requiring administrative support.
Other Income and Expenses
Total other income was $2,860 as a result of a gain from disposal of subsidiary during the year ended December 31, 2025, compared to $0 in during the year ended December 31, 2024.
Net Loss Before Discontinued Operations
As a result of the above, we recognized a net loss before discontinued operations of $352,166 and $156,838 for the years ended December 31, 2025 and 2024, respectively.
Loss From Discontinued Operations
We recognized net losses from discontinued operations of $4,082 and $9,540 for the years ended December 31, 2025 and 2024, respectively.
Net Loss
As a result of the above, we recognized a net loss of $356,248 and $166,378 for the years ended December 31, 2025 and 2024, respectively.
We anticipate losses from operations will increase during the next twelve months due to anticipated increased payroll expenses as we add necessary staff to continue planned operations and increases in legal and accounting expenses associated with maintaining a reporting company. We expect that we will continue to have net losses from operations for several years until revenues become sufficient to offset operating expenses.
12
Liquidity and Capital Resources of the Company
Current Assets
Current assets as of December 31, 2025 totaled $12,930, consisting of $1,842 in cash and $11,088 in other current assets. Current assets as of December 31, 2024 totaled $84,733, consisting of $67,705 in cash and other current assets of $1,560.
Non-Current Assets
Non-current assets as of December 31, 2025 totaled $1,138,306, consisting of $1,133,500 in capitalized software and $4,806 in intangible assets. Non-current assets as of December 31, 2024 totaled $447,774, consisting of $425,500 in software development costs, $4,806 in intangible assets and assets of discontinued operations of $17,468.
.
Current Liabilities
Total liabilities were $30,000 and $658,009 as of as of December 31, 2025 and 2024, respectively, and were all current. Total current liabilities at December 31, 2025 consisted of accounts payable and accrued expenses totaling $30,000. Total current liabilities at December 31, 2024 consisted of accounts payable and accrued expenses totaling $7,783 and notes payable to related parties of $650,226.
Non-Current Liabilities
There were no non-current liabilities at December 31, 2025. Non-current liabilities as of December 31, 2024 totaled $12,837, all liabilities of discontinued operations.
Net Cash Used in Operating Activities
During the years ended December 31, 2025 and 2024, our operating activities used net cash of $372,889 and $166,897, respectively. Uses of cash during the year ended December 31, 2025 were mainly due to the $356,248 in net loss as well as and $2,560 in gain from disposal of subsidiary and net changes in non-cash currency translation, partially offset by $15,919 in net changes in other current liabilities. Uses of cash during the year ended December 31, 2024 were mainly due to the $166,378 in net loss as well as a $15,967 net increase in other current assets. Uses are partially offset by $11,743 in changes in cash used from accounts receivable and payable and $3,705 in non-cash expenses such as depreciation and currency translation.
Net Cash Used in Investing Activities
During the years ended December 31, 2025 and 2024, we used $709,527 and $430,306 in cash investing activities, respectively. Uses of cash during the year ended December 31, 2025 were due to $708,000 in software development costs and $1,527 in cash distributed in the disposal of its subsidiary UHA. Uses of cash during the year ended December 31, 2024 are due to $425,500 in software development costs and $4,806 in purchases of intangible assets.
Net Cash Provided by Financing Activities
During the years ended December 31, 2025 and 2024, we recognized $986,474 and $650,226 in cash provided by financing activities, respectively. During the years ended December 31, 2025 and 2024, we received $1,149,200 and $0 from common stock sold for cash, respectively. During the years ended December 31, 2025 and 2024, we received $0 and $650,226 in cash from related party advances and repaid $162,726 and $0 in notes payable, related party, respectively.
At December 31, 2025 and 2024, we had working capital deficits of $17,070 and $590,744, respectively.
Off-Balance Sheet Arrangements
We had no off-balance sheet arrangements of any kind for the years ended December 31, 2025 or 2024.
13
Critical Accounting Policies
Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. We continuously evaluate our critical accounting policies and estimates. We base our estimates on historical experience and on various assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from these estimates under different assumptions or conditions.
We believe the following critical accounting policies are important to the portrayal of our financial condition and results of operations and require our management’s subjective or complex judgment because of the sensitivity of the methods, assumptions and estimates used in the preparation of our financial statements.
Revenue Recognition Policy
Universal Token recognizes revenue in accordance with the provisions of Accounting Series Codification (“ASC”) 606, Revenue From Contracts With Customers (“ASC 606”), which provides guidance on the recognition, presentation, and disclosure of revenue in financial statements. ASC 606 outlines the basic criteria that must be met to recognize revenue and provides guidance for disclosure related to revenue recognition policies. In general, the Company recognizes revenue based on the allocation of the transaction price to each performance obligation as each performance obligation in a contract is satisfied.
The Company intends to provide digital assets from El Salvador for sale, tokenize assets for sale and develop blockchain tools for sale that will provide entry to the market for countries such as Tunisia and United Arab Emirates. During 2025, the Company plans to enter into agreements in connection with its blockchain products in Thailand and Indonesia. Revenue recognition for the sale of digital and tokenized assets will be based on the allocation of the transaction price to each performance obligation as each performance obligation in a contract is satisfied, title or access to digital assets are transferred and amounts are due are collected or collectible.
Accounts Receivable
Trade accounts receivable are recorded at invoiced amounts. Universal Token does not provide any unusual contractual trade terms, sales incentive programs or discounts. Allowances for doubtful accounts are established for estimated losses resulting from the inability of customers to make required payments. Allowances are determined based on a review of specific customer accounts where collection is doubtful, as well as an assessment of the collectability of total receivables. Receivables are written off against the allowance when it is determined that the amounts will not be recovered.
Software Development Costs
In accordance with ASC 350-40, Internal Use Software, Universal Token capitalizes certain internal use software development costs associated with creating and enhancing internally developed software related to its platforms. Software development activities generally consist of three stages (i) the research and planning stage, (ii) the application and development stage, and (iii) the post-implementation stage. Costs incurred in the planning and post-implementation stages of software development, or other maintenance and development expenses that do not meet the qualification for capitalization are expensed as incurred. Costs incurred in the application and infrastructure development stage, including significant enhancements and upgrades, are capitalized. Capitalized costs include personnel and related employee benefits expenses for employees or consultants who are directly associated with and who devote time to software projects, and external direct costs of materials obtained in developing the software. Software development costs, when placed in service, are amortized on a straight-line basis over their estimated useful life upon initial release of the software or additional features. A related license fee shall also commence the amortization only upon capitalization of software development.
14
Income Tax
We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Not required for a smaller reporting company.
Item 8. Financial Statements and Supplementary Data
15
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
NEW AUDITOR REPORT
Report of Independent Registered Public Accounting Firm
To the shareholders and the board of directors of Universal Token, Inc
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheet of Universal Token, Inc. And its subsidiaries (the "Company") as of December 31, 2025 and the related consolidated statements of operations, comprehensive income, stockholders' equity, and cash flows for the year then ended December 31,2025 and the related notes (collectively referred to as the "consolidated financial statements").In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2025 and the consolidated results of its operations and its cash flows of the period ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America.
Substantial doubt about the entity's ability to continue as a going concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 5 to the financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 5. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on ·the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
16
Discontinued Operations
As described in Note 9, the Company ceased operations through the disposition of its subsidiary, UHA, as it was no longer considered viable to pursue licensing activities in Tunisia. Accordingly, the results of such operations have been presented as discontinued operations, reflecting a significant strategic shift in the Company's operation s. Prior period amounts have been appropriately reclassified to con form to the current presentation. Our opinion is not modified with respect to this matter.
Other Matters
We were not engaged to audit, review, or apply any procedures to the financial statements for the year ended December 31 , 2024 and, accordingly, we do not express an opinion or any other form of assurance on those financial statements.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgements. We determined that there are no critical audit matters to communicate.
For CNGSN & Associates LLP
Chartered Accountants
PCAOB Firm ID:
We have served as the Company’s auditor since 2025
Date — 30th March 2026
UDIN- 26269079DWJGEZ9564
17
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Audit Committee/Board of Directors
| Eco Bright Future. Inc. |
| 32 N. Gould Str |
| Sheridan, WY 82801 |
Opinion on the financial statements
We audited the accompanying balance sheet of Eco Bright Future. Inc. (“the Company”) as of December 31, 2024 and the related statements of operations, stockholders’ equity, and cash flows for year then ended and the related notes (collectively referred to as “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The Company’s financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of the liabilities in the normal course of business. The Company has an accumulated deficit of $178,971 for the year ended December 31, 2024. These factors as discussed in Note 2 of the financial statements raise substantial doubt about the Company’s ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis of Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits. we are required to obtain an understanding of internal control over financial reporting not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
F-2
Critical Audit Matters
Critical audit matters arising from the current period of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosure that are material to the financial statements and (2) involve especially challenging, subjective, or complex judgements. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit below, providing separate opinions on the critical audit matters or the accounts or disclosures to which they relate.
Related party transactions.
As discussed in Note 6 to the financial statement, the Company has borrowed from related parties an amount $650,226 as of the date of December 31, 2024. The procedure performed to address the matter included: obtaining confirmation from related party.
We have served as the Company’s auditor since 2024.
April 8, 2025
0
19
UNIVERSAL TOKEN, INC. AND SUBSIDIARIES
(FORMERLY ECO BRIGHT FUTURE, INC.)
CONSOLIDATED BALANCE SHEETS
| December 31, | |||||||||
| 2025 | 2024 | ||||||||
| ASSETS | |||||||||
| Current Assets: | |||||||||
| Cash | $ | $ | |||||||
| Prepaid and other current assets | |||||||||
| Assets from discontinued operations | |||||||||
| Total Current Assets | |||||||||
| Non-Current Assets: | |||||||||
| Software development in progress | |||||||||
| Intangible assets | |||||||||
| Total Non-Current Assets | |||||||||
| Total Assets | $ | $ | |||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | |||||||||
| Current Liabilities: | |||||||||
| Accounts payable and accrued expenses | $ | $ | |||||||
| Advances payable, related party | |||||||||
| Liabilities from discontinued operations | |||||||||
| Total Current Liabilities | |||||||||
| Total Liabilities | $ | $ | |||||||
| Stockholders' Equity (Deficit) | |||||||||
| Preferred Stock Series A; $ par value, and shares authorized and and shares issued and outstanding, respectively | |||||||||
| Common stock; $ par value, and shares authorized and and shares issued and outstanding, respectively | |||||||||
| Additional paid-in capital | ( | ) | |||||||
| Other comprehensive (loss) income | |||||||||
| Accumulated deficit | ( | ) | ( | ) | |||||
| Total Stockholders' (Deficit) Equity Attributable to Parent | ( | ) | |||||||
| Equity Attributable to Noncontrolling interest | ( | ) | |||||||
| Total Stockholders' Equity (Deficit) | ( | ) | |||||||
| Total Liabilities and Stockholders' Equity (Deficit) | $ | $ | |||||||
20
UNIVERSAL TOKEN, INC. AND SUBSIDIARIES
(FORMERLY ECO BRIGHT FUTURE, INC.)
CONSOLIDATED STATEMENTS OF OPERATIONS
| For the Years Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| REVENUES | ||||||||
| Service revenue | $ | $ | ||||||
| Total revenues | ||||||||
| OPERATING EXPENSES | ||||||||
| Professional Fees | ||||||||
| General and administrative | ||||||||
| Total Operating Expenses | ||||||||
| OPERATING LOSS | ( | ) | ( | ) | ||||
| OTHER INCOME (EXPENSES) | ||||||||
| Gain on disposal of subsidiary | ||||||||
| Total Other Income (Expenses) | ||||||||
| LOSS BEFORE INCOME TAXES | ( | ) | ( | ) | ||||
| Provision for income taxes | ||||||||
| CONSOLIDATED NET LOSS FROM CONTINUING OPERATIONS | ( | ) | ( | ) | ||||
| Loss from discontinued operations | ( | ) | ( | ) | ||||
| CONSOLIDATED NET LOSS | $ | ( | ) | $ | ( | ) | ||
| Consolidated net income (loss) attributable to noncontrolling interest | ( | ) | ( | ) | ||||
| CONSOLIDATED NET LOSS | $ | ( | ) | $ | ( | ) | ||
| OTHER COMPREHENSIVE INCOME | ||||||||
| Foreign currency translation | ||||||||
| COMPREHENSIVE NET LOSS | $ | ( | ) | $ | ( | ) | ||
| LOSS PER COMMON SHARE, BASIC AND DILUTED | ||||||||
| Continuing operations | $ | ) | $ | ) | ||||
| Discontinued operations | ) | ) | ||||||
| Basic net income per common share | ( | ) | ( | ) | ||||
| WEIGHTED AVERAGE COMMON SHARES OUTSTANDING | ||||||||
21
UNIVERSAL TOKEN, INC. AND SUBSIDIARIES
(FORMERLY ECO BRIGHT FUTURE, INC.)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
| Preferred Stock | Common Stock | Additional Paid-In Capital | Retained (Deficit) Earnings | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interest | Total Stockholders’ (Deficit) Equity | ||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||
| Balance, December 31, 2023 | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | $ | |||||||||||||||||||||||
| Foreign currency translation | — | — | ||||||||||||||||||||||||||||||||||
| Net income for the year ended December 31, 2024 | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | $ | ( | ) | |||||||||||||||||||||||
| Preferred Stock | Common Stock | Additional Paid-In Capital | Retained (Deficit) Earnings | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interest | Total Stockholders’ (Deficit) Equity | ||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | $ | ( | ) | |||||||||||||||||||||||
| Common stock issued for cash | — | |||||||||||||||||||||||||||||||||||
| Common stock issued for related party debt | — | |||||||||||||||||||||||||||||||||||
| Foreign currency translation | — | — | ||||||||||||||||||||||||||||||||||
| Recognition of other comprehensive income | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Net loss for the year ended December 31, 2025 | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Balance, December 31, 2025 | $ | $ | $ | $ | ( | ) | $ | $ | $ | |||||||||||||||||||||||||||
22
UNIVERSAL TOKEN, INC. AND SUBSIDIARIES
(FORMERLY ECO BRIGHT FUTURE, INC.)
CONSOLIDATED STATEMENTS OF CASH FLOWS
| For
the Years Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Cash Flows From Operating Activities | ||||||||
| Net income (loss) | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net income (loss) to net | ||||||||
| cash provided (used) by operating activities: | ||||||||
| Depreciation | ||||||||
| Loss on foreign currency translation | ||||||||
| Gain on disposal of subsidiary | ( | ) | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ||||||||
| Other current assets | ( | ) | ( | ) | ||||
| Accounts payable and accrued expenses | ||||||||
| Net cash provided by (used in) operating activities | ( | ) | ( | ) | ||||
| Cash Flows from Investing Activities | ||||||||
| Software development costs | ( | ) | ( | ) | ||||
| Cash disbursed in disposition of subsidiary | ( | ) | ||||||
| Purchase of domain name | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash Flows from Financing Activities | ||||||||
| Common stock issued for cash | ||||||||
| Advances from related party | ||||||||
| Repayment of advances from related party | ( | ) | ||||||
| Net cash provided by financing activities | ||||||||
| Net change in cash | ( | ) | ||||||
| Cash, beginning of year | ||||||||
| Cash, end of year | $ | $ | ||||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for taxes | $ | $ | ||||||
| NON-CASH FINANCING ACTIVITIES: | ||||||||
| Common stock issued for related party debt | $ | $ | ||||||
23
NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
The financial
statements presented are those of Universal Token, Inc. and its wholly owned subsidiary (“Universal Token”, or the “Company”)
United Heritage, Sociedad Anonmima De Capital Variable (“UHS”) and UHS’s formerly wholly owned subsidiary, Universa
Hub Africa (“UHA”). Universal Token was incorporated on
The Company is an artificial intelligence and blockchain technology company that intends to utilize real world asset tokenization to create a virtual investment vehicle on the blockchain linked to tangible assets such as real estate, precious metals, art and collectibles. The Company intends to provide digital assets from El Salvador, tokenize assets and develop blockchain tools for entry to countries such as the United Arab Emirates and Thailand.
Basis of Presentation
The Financial Statements and related disclosures have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States. Universal Token has elected a calendar year-end.
Cash Equivalents
Universal Token considers all highly liquid investments with maturities of three months or less when purchased to be cash equivalents.
Use of Estimates
The preparation of consolidated financial statements 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Revenue Recognition Policy
Universal Token recognizes revenue in accordance with the provisions of Accounting Series Codification (“ASC”) 606, Revenue From Contracts With Customers (“ASC 606”), which provides guidance on the recognition, presentation, and disclosure of revenue in financial statements. ASC 606 outlines the basic criteria that must be met to recognize revenue and provides guidance for disclosure related to revenue recognition policies. In general, the Company recognizes revenue based on the allocation of the transaction price to each performance obligation as each performance obligation in a contract is satisfied.
The Company intends to provide digital assets from El Salvador for sale, tokenize assets for sale and develop blockchain tools for sale that will provide entry to the market for countries such as Tunisia and United Arab Emirates. During 2026, the Company plans to enter into agreements in connection with its blockchain products in Thailand and Indonesia. Revenue recognition for the sale of digital and tokenized assets will be based on the allocation of the transaction price to each performance obligation as each performance obligation in a contract is satisfied, title or access to digital assets are transferred and amounts are due are collected or collectible.
Universal Token did
24
Accounts Receivable
Trade accounts receivable are
recorded at invoiced amounts. Universal Token does not provide any unusual contractual trade terms, sales incentive programs or discounts.
Allowances for doubtful accounts are established for estimated losses resulting from the inability of customers to make required payments.
Allowances are determined based on a review of specific customer accounts where collection is doubtful, as well as an assessment of the
collectability of total receivables. Receivables are written off against the allowance when it is determined that the amounts will not
be recovered. There were
Software Development Costs
In accordance with ASC 350-40, Internal Use Software, Universal Token capitalizes certain software development costs associated with creating and enhancing internally developed software related to its platforms. Software development activities generally consist of three stages (i) the research and planning stage, (ii) the application and development stage, and (iii) the post-implementation stage. Costs incurred in the planning and post-implementation stages of software development, or other maintenance and development expenses that do not meet the qualification for capitalization are expensed as incurred. Costs incurred in the application and infrastructure development stage, including significant enhancements and upgrades, are capitalized. Capitalized costs include personnel and related employee benefits expenses for employees or consultants who are directly associated with and who devote time to software projects, and external direct costs of materials obtained in developing the software. These software development costs, when placed in service, will be amortized on a straight-line basis over the estimated useful life upon initial release of the software or additional features. A related license fee shall also commence the amortization only upon capitalization of software development. See Note 3 for further details.
Stock-Based Compensation
Universal Token records stock-based compensation using the fair value method. Equity instruments issued to employees and the cost of the services received as consideration are accounted for in accordance with ASC 718, Stock Compensation and are measured and recognized based on the fair value of the equity instruments issued. All transactions with non-employees in which goods or services are the consideration received for the issuance of equity instruments are accounted for in accordance with ASC 515, Equity-Based Payments to Non-Employees, based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. There are no outstanding stock-based compensation plans or awards issued as of December 31, 2025.
Fair Value of Financial Instruments
ASC 820, Fair Value Measurements (“ASC 820”) and ASC 825, Financial Instruments (“ASC 825”), requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. It establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. It prioritizes the inputs into three levels that may be used to measure fair value:
Level 1 - Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Level 2 - Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
Level 3 - Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
25
The carrying values of cash, other current assets, in-process software development and intangibles approximate fair value. Pursuant to ASC 820 and 825, the fair value of cash is determined based on "Level 1" inputs, which consist of quoted prices in active markets for identical assets.
New Accounting Pronouncements
Universal Token has implemented all new accounting pronouncements that are in effect and that may impact its financial statements. The Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
In August 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Series Update (“ASU”) No. 2023-05, Business Combinations – Joint Venture Formations (Subtopic 805-60):Recognition and Initial Measurement (“ASU 2023-05”). ASU 2023-05 addresses the accounting for contributions made to a joint venture, upon formation, in a joint venture’s separate financial statements. ASU 2023-05 was effective January 1, 2025 for the Company. The adoption of ASU 2023-05 did not have a significant impact on the Company’s consolidated financial statements.
In December 2023, the FASB issued ASU 2023-08, Intangibles – Goodwill and Other Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets(“ASU 2023-08”). ASU 2023-08 was issued to improve the accounting for and disclosure of certain crypto assets in light of their expanded use in the investment community. The changes made by ASU 2023-08 were effective for the Company January 1, 2025. The adoption of ASU 2023-08 did not have a significant impact on the Company’s consolidated financial statements.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 address investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. The amendments require that public business entities provide on an annual basis to (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold. ASU 2023-09 also requires all entities disclose on an annual basis the amount of income taxes paid disaggregated by federal, state and foreign and disaggregated by individual jurisdictions for amounts greater than 5% of income taxes paid. The changes made by ASU 2023-09 were effective for the Company January 1, 2025. The adoption of ASU 2023-09 did not have a significant impact on the Company’s consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement- Reporting Comprehensive Income - Expense Disaggregations Disclosures (Subtopic 220-40) (“ASU 2024-03”). ASU 2024-03 requires an entity to disaggregate, in a tabular format, disclosure in the notes to financial statements of all relevant expense captions presented on the face of the income statement in continuing operations into the following expense categories: a) Purchases of inventory b) Employee compensation (disclosing separately any one-time employee termination benefits, if applicable) c) Depreciation for the period in total d) Intangible asset amortization (for separate requirement to disclose intangible asset amortization expense for the period in total) e) Depreciation, depletion, and amortization of capitalized acquisition, exploration, and development costs recognized as part of oil- and gas- producing activities or other amounts of depletion expense. ASU 2024-03 is effective for the Company effective for the Company January 1, 2028. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s consolidated financial position and results of operations.
In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810) Determining the Accounting Acquirer in the Acquisition of a Variable Interest (“ASU 2025-03”). ASU 2025-03 revises current guidance for determining the accounting acquirer for a transaction effected primarily by exchanging equity interests in which the legal acquiree is a VIE that meets the definition of a business. The amendments require that an entity consider the same factors that are currently required for determining which entity is the accounting acquirer in other acquisition transactions. ASU 2025-03 is effective for the Company January 1, 2028. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s consolidated financial position and results of operations.
In May 2025, the FASB issued ASU 2025-04, Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606) Clarifications to Share-Based
26
Consideration Payable to a Customer (“ASU 2025-04”). ASU 2025-04 revises the Master Glossary definition of the term performance condition for share-based consideration payable to a customer. The revised definition incorporates conditions (such as vesting conditions) that are based on the volume or monetary amount of a customer’s purchases (or potential purchases) of goods or services from the grantor (including over a specified period of time). The revised definition also incorporates performance targets based on purchases made by other parties that purchase the grantor’s goods or services from the grantor’s customers. The revised definition of the term performance condition cannot be applied by analogy to awards granted to employees and nonemployees in exchange for goods or services to be used or consumed in the grantor’s own operations. ASU 2025-04 is effective for the Company January 1, 2028. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s consolidated financial position and results of operations.
In July 2025, the FASB issued ASU 2025-05, Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606) Financial Instruments—Credit Losses (Topic 326) Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”). ASU 2025-05 was issued to address challenges encountered when applying the guidance in Topic 326, Financial Instruments—Credit Losses, to current accounts receivable and current contract assets arising from transactions accounted for under Topic 606, Revenue from Contracts with Customers. ASU 2025-05 introduces a practical expedient for all entities and an accounting policy election for entities other than public business entities related to applying Subtopic 326-20 to current accounts receivable and current contract assets arising from transactions accounted for under Topic 606. ASU 2025-04 is effective for the Company January 1, 2026 and is not expected to have a significant impact on the Company’s consolidated financial position and results of operations.
In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”). ASU 2025-06 was issued to modernize the accounting for software costs that are accounted for under Subtopic 350-40, Intangibles—Goodwill and Other—Internal-Use Software (referred to as “internal-use software”). ASU 2025-06 removes all references to prescriptive and sequential software development stages (referred to as “project stages”) throughout Subtopic 350-40. Therefore, an entity is required to start capitalizing software costs when both of the following occur: 1. Management has authorized and committed to funding the software project. 2. It is probable that the project will be completed and the software will be used to perform the function intended (referred to as the “probable-to-complete recognition threshold”). ASU 2025-06 is effective for the Company January 1, 2028. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s consolidated financial position and results of operations.
Other accounting standards that have been issued by the FASB or other standards-setting bodies are not currently expected to have a material effect on the Company’s consolidated financial position, results of operations or cash flows.
Universal Token presents basic earnings per share (EPS) on the face of the statements of operation. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including convertible debt, stock options, and warrants, using the treasury stock method, and convertible debt instrument, using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.
The calculation of basic and diluted net loss per share is as follows:
| For
the Years Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Basic and Diluted Loss Per Share: | ||||||||
| Numerator: | ||||||||
| Net loss from continuing operations | $ | ( | ) | $ | ( | ) | ||
| Net loss from discontinued operations | ( | ) | ( | ) | ||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Denominator: | ||||||||
| Weighted average common shares outstanding, basic and diluted | ||||||||
| Basic and diluted net loss per share from continuing operations | $ | ) | $ | ) | ||||
| Basic and diluted net loss per share from discontinued operations | $ | ) | $ | ) | ||||
| Basic and diluted net loss per share | $ | ) | $ | ) | ||||
27
Income Taxes
Universal Token records income taxes under the asset and liability method, whereby deferred tax assets and liabilities are recognized based on the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and attributable to operating loss and tax credit carryforwards. Accounting standards regarding income taxes requires a reduction of the carrying amounts of deferred tax assets by a valuation allowance, if based on the available evidence, it is more likely than not that such assets will not be realized. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed at each reporting period based on a “more likely than not” realization threshold. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carryforward periods, the Company’s experience with operating loss and tax credit carryforwards not expiring unused, and tax planning alternatives.
Significant judgment is required in evaluating the Company’s tax positions and determining its provision for income taxes. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. Accounting standards regarding uncertainty in income taxes provides a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount which is more than 50% likely, based solely on the technical merits, of being sustained on examinations. Universal Token considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments and which may not accurately anticipate actual outcomes.
NOTE 2 - INCOME TAXES
Universal Token files income tax returns in the U.S. federal jurisdiction. Universal Token’s policy is to recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
Net deferred tax assets consist of the following components:
| For the Years Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Deferred tax assets: | ||||||||
| Net operating loss carry forward | $ | $ | ||||||
| Valuation allowance | ( | ) | ( | ) | ||||
| Net deferred tax asset | $ | $ | ||||||
The federal income tax provision
differs from the amount of income tax determined by applying the U.S. federal income tax rate of
28
| For the Years Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Pre-tax book income (loss) | $ | ( | ) | $ | ( | ) | ||
| Meals | ||||||||
| Valuation allowance | ||||||||
| Federal Income Tax | $ | $ | ||||||
The Company had net operating
losses of approximately $
Supplemental income tax disclosures for the year ended December 31, 2025 follow:
| Income taxes paid: | ||||
| Federal | $ | |||
| State | ||||
| Foreign | ||||
| Total income taxes paid | $ | |||
| Income from continuing operations before income taxes: | ||||
| Domestic | $ | |||
| Foreign | ||||
| $ | ||||
| Income tax expense from continuing operations: | ||||
| Federal | $ | |||
| State | ||||
| Foreign |
A reconciliation of income tax expense to the income tax expense computed at the statutory rate follows:
| Amount | % | |||||||
| Federal income tax expense (benefit)- at the statutory rate of 21% | $ | ( | ) | ( | )% | |||
| Adjustments: | ||||||||
| Other nontaxable and nondeductible items | ||||||||
| Valuation allowance | $ | ( | ) | ( | )% | |||
NOTE 3 - SOFTWARE DEVELOPMENT COSTS
The Company is developing an open-source platform and developer infrastructure to enable access to a global economy using real-world asset tokenization built on a proprietary blockchain. Research and planning phase costs are expensed as incurred. Costs incurred in the application and infrastructure development stage, including significant enhancements and upgrades, are capitalized. These costs to date have only included external consultants, but in the future could include Company personnel and related employee benefits expenses for employees who are directly associated with and who devote time to software projects and external direct costs of materials obtained in developing the software.
We incurred and capitalized
software development costs of $
29
NOTE 4 - COMMON STOCK
On January 11, 2025, the Company
issued restricted shares of common stock for $
On February 19, 2025, the Company
issued of restricted shares of common stock in exchange for a $
On April 24, 2025, the Company
issued restricted shares of common stock for $
On August 11, 2025, the Company
issued restricted shares of common stock for $
On September 29, 2025, the
Company issued restricted shares of common stock for $
On November 25, 2025, the Company
issued restricted shares of common stock for $
On December 17, 2025, the Company
issued restricted shares of common stock for $
NOTE 5 - GOING CONCERN
Universal Token's consolidated financial statements are prepared using Generally Accepted Accounting Principles applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, Universal Token has recently accumulated losses since its inception and has had recent negative cash flows from operations, which raise substantial doubt about its ability to continue as a going concern. Management's plans with respect to alleviating the adverse financial conditions that caused management to express substantial doubt about Universal Token's ability to continue as a going concern are as follows:
The ability to continue Universal Token’s operations depends on its ability to generate and grow revenue and results of operations as well as our ability to access capital markets when necessary to accomplish strategic objectives. We expect to continue to incur losses for the immediate future and will need additional equity or debt financing until we can achieve profitability and positive cash flows from operating activities. Our future capital requirements for operations will depend on many factors, including the ability to generate revenues and obtain capital.
There can be no assurance that Universal Token will be able to achieve its business plans, raise any more required capital or secure the financing necessary to achieve its current operating plan. The ability of Universal Token to continue as a going concern is dependent upon its ability to successfully accomplish the plan described in the preceding paragraph and eventually attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
NOTE 6 - FOREIGN CURRENCY OPERATIONS
Universal Token operated in
foreign countries, specifically, Tunisia during the years ended December 31, 2025 and 2024. As such, assets and liabilities of foreign
subsidiaries are translated into United States dollars at the rate of exchange in effect at year-end. The related translation adjustments
are made directly to other comprehensive income or loss. Income and expenses are translated at the average rates of exchange in effect
during the year. Foreign currency gains and losses are included in the results of operations and are generally classified in other income
(expense) in the Consolidated Statements of Operations. During November 2025, UHA was disposed of through a return of its stock to its
original owners. As such, accumulated income through November 30, 2025 related to the conversion of Tunisian dinar into United States
dollars was recognized as part of the gain on disposal of subsidiary. Accumulated other comprehensive loss was $
30
NOTE 7 - RELATED PARTY TRANSACTIONS
Share Return Agreement
On November 30, 2025, the Company’s wholly owned El Salvadorian subsidiary, UHS, entered into a Share Return Agreement to return the shares of UHA to an entity controlled by a significant shareholder of the Company and former ownership of UHA. The Share Return Agreement provides for the transfer of the ownership of UHA from UHS and the acceptance and assumption of all assets and liabilities of UHA as of November 30, 2025. As a result of the Share Return Agreement, the Company recognized a net loss on disposition of $2,860, which, due to the related party relationship, was recorded as a reduction of capital to additional paid-in capital.
Related Party Advances
As of December 31, 2024, Eco
Bright had a note payable to an officer and director for short-term advances totaling $
During the year ended December 31, 2025, the Company repaid $ in short-term advances to a significant shareholder and director of the Company. The balance of the advances was $ and $ as of as December 31, 2025 and 2024, respectively.
Consulting Fees
During the year ended December
31, 2025, the Company paid a significant shareholder $
NOTE 8 - PRIOR PERIOD PRESENTATION CORRECTION
During the preparation of the
consolidated financial statements for the three months ended March 31, 2025, it was discovered that there were unintentional errors in
the presentation of two balance sheet accounts, resulting in immaterial errors. As such, the December 31, 2024 presented amounts for
Other current assets, originally reported as $
31
NOTE 9 - DISCONTINUED OPERATIONS
During November 2025, the Company determined it no longer viable to continue to pursue licensing in the country of Tunisia and ceased operations through a disposition of its subsidiary UHA as discussed above. As such, the operations of UHA qualified as discontinued operations as it represented a significant strategic shift in the Company’s operations and financial results. In addition, the operations and cash flows of the UHA operations business can be distinguished, operationally and for financial reporting purposes, from the remaining operations of the Company. The historical statement of operations of UHA as of December 31, 2025 and 2024 have been presented as discontinued operations in the consolidated financial statements. The previous year numbers are regrouped and reclassified wherever necessary on account of disposal of subsidiary.
The operating results of the Company’s discontinued operations for the years ended December 31, 2025 and 2024 are as follows:
| For
the Years Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Operating Expenses: | ||||||||
| General and administrative | ||||||||
| Total operating expenses | ||||||||
| Operating Loss | ( | ) | ( | ) | ||||
| Other Income (Expenses) | ||||||||
| Other expense | ( | ) | ||||||
| Other income | ||||||||
| Total other income (expense) | ( | ) | ||||||
| Loss from discontinued operations | $ | ( | ) | $ | ( | ) | ||
Assets and liabilities from discontinued operations as of December 31, 2024 are as follows:
| December 31, | ||||
| 2024 | ||||
| ASSETS | ||||
| Current Assets: | ||||
| Cash | $ | |||
| Prepaid and other current assets | ||||
| Total Current Assets | $ | |||
| LIABILITIES | ||||
| Current Liabilities: | ||||
| Accounts payable and accrued expenses | $ | |||
| Total Current Liabilities | $ | |||
NOTE 10 - SUBSEQUENT EVENTS
The Company reviewed subsequent events through March 30, 2026, the date the financial statements were available to be issued.
32
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are the controls and other procedures that are designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
As of December 31, 2025, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our financial disclosure controls and procedures were not effective due to our limited internal resources and lack of ability to have multiple levels of transaction review.
Management’s Report on Internal Control Over Financial Reporting
The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. Internal control over financial reporting is a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers, and effected by the board of directors, management, and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP including those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP and that receipts and expenditures are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that the controls may become inadequate because of changes in conditions or that the degree of compliance with policies and procedures may deteriorate.
Management has assessed our internal control system in relation to criteria for effective internal control over financial reporting described in “Internal Control-Integrated Framework” issued in 2013 by the Committee of Sponsoring Organizations (“COSO”) of the Treadway Commission. Based upon these criteria, we believe that, as of December 31, 2025, our system of internal control over financial reporting was not effective due to material weaknesses that were identified. The material weaknesses are caused by our limited internal resources and limited personnel. We presently have only two officers. The material weaknesses include: 1) no segregation of duties within the Company; 2) no management oversight or multiple levels of supervision and review; 3) no control documentation being produced and no one to review control documentation; and, 4) a lack of expertise in the application of generally accepted accounting principles.
This annual report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the SEC that permit the Company to provide only management’s report in this annual report.
33
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the year ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
During the three months ended
December 31, 2025, no director or officer (as defined in SEC Rule 16a-1(f) of the Company
Item 9C. Disclosures Regarding Foreign Jurisdictions That Prevent Inspection
Not Applicable.
34
Part III
Item 10. Directors, Executive Officers, and Corporate Governance
Information Concerning Directors
Each of the persons named below currently serve as a director of the Company.
| Name | Position | Age | Start Date |
| George Athanasiadis | CEO/Director | 49 | August 2021 |
| Tomaz Strgr | CTO/Director | 63 | December 2023 |
| Alexander Borodich | Chairman of the Board | 50 | August 2025 |
George Athanasiadis Director, President, Chief Executive Officer, Treasurer, Secretary, Age 49, director until Dec 31, 2027
Mr. Athanasiadis joined the Company as Chief Executive Officer, Secretary, and Principal Financial Officer in August 2021. Mr. Athanasiadis has a history of managing multiple successful businesses. He has experience at an executive level and has served on multiple boards and as an officer of multiple companies. He graduated from University of Florida with a Bachelor’s of Science in electrical engineering. He also has a masters degree in business and a masters degree in information technology. Mr. Athanasiadis has been elected to serve as director of the Company until December 31, 2027.
Recent Work History:
Bright Business LLC – Owner and operator of import of LED light fixtures for multi family construction for the last 15 years.
2G Group LLC – Managing director of marketing group that specializes in information technology and business development
Tomaz Strgar Director, Chief Technology Officer, Age 63, director until Dec 31, 2027
Mr. Strgar has served as a Director of the Company since December 2023. Mr. Strgar has over 30 years experience in managing companies and assisting with technological advancement within companies. Mr. Strgar also has worked for the Ministry of Defense and is a retired colonel of the Slovenian Armed Forces. Mr. Strgar has been elected to serve as director of the Company until December 31, 2025.
Recent Work History
Mr. Strgar retired from the military as a Colonel and has been involved in consulting multiple international technology companies during his retirement. He has been consulting companies for the last 8 years since his retirement. He works primarily with companies that are looking to grow infrastructure and need a strong manager to assist in corporate structure and technology.
Alexander Borodich, Chairman of the Board, Age 50, Director until Dec. 31, 2027
Alexander Borodich has served as Chairman of the Board since August 2025 and is the founder of the Universa blockchain platform. Mr Borodich graduated from the Moscow State Institute of Electronics and Mathematics, completing his graduate studies in 2003.
Recent Work History
Mr. Borodich is a private investor and the managing partner of the marketing communication agency FutureAction, the founder of FutureLabs, and the VentureClub.ru investor club, a crowd-investment platform. He is the former principal of the Economic School at Moscow State University (2010–2013), and current Chairman of the Scientific Research & Innovative Technologies Commission at the International Aerospace Committee.
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Corporate Governance
Director Independence
Applying the definition of independence under Nasdaq rules, the board has determined that there are no independent directors on the board currently.
Family Relationships
There are no family relationships among any of our executive officers or directors.
Attendance of Directors at Board Meetings and Annual Meeting of the Shareholders
During 2025, the Board of Directors met (or acted via written consent) 10 times. Each director during this time frame attended at least 75% of the aggregate number of meetings held during his term of service.
Board Committees
The board does not have committees established at this time.
Item 11. Executive Compensation
During the previous 2 years Executive Compensation has been zero. Executive Compensation will begin as revenues increase. It is expected that compensation will begin in 4th quarter of 2026 and will initially be $120,000 per year for executive board members that are working full time. Any additional board members that are not full time will be compensated on a contract basis and will be individually negotiated. Amount paid will not exceed the full time board members.
Review process for executive compensation is currently done between executives. As we increase revenues and growth there will be a specific committee established for the future. This committee will be The Compensation Committee. It is not yet established.
The following table illustrates compensation accrued to directors during the most recently ended fiscal year:
| Name | Fees earned or paid in cash ($) (Wages Earned and Accrued) | Stock awards ($) | Option awards ($) | Non-equity incentive compensation plan ($) | Nonqualified deferred compensation earnings ($) | All other compensation ($) | Total ($) |
| George Athanasiadis | — | — | — | — | — | — | — |
| Tomaz Strgr | — | — | — | — | — | — | — |
| Alexander Borodich | — | — | — | — | — | — | — |
There are no outstanding equity awards and no new employment contracts have been signed during the most recent fiscal year.
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Indemnification
Our articles of incorporation, by-laws and director indemnification agreements provide that each person who was or is made a party or is threatened to be made a party to or is otherwise involved (including, without limitation, as a witness) in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director or an officer of the Company or, in the case of a director, is or was serving at our request as a director, officer, or trustee of another corporation, or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan, whether the basis of such proceeding is alleged action in an official capacity as a director, officer or trustee or in any other capacity while serving as a director, officer or trustee, shall be indemnified and held harmless by us to the fullest extent authorized by the Wyoming General Corporation Law against all expense, liability and loss reasonably incurred or suffered by such.
Section 17 of the Wyoming Statutes permits a corporation to indemnify any director or officer of the corporation against expenses (including attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with any action, suit or proceeding brought by reason of the fact that such person is or was a director or officer of the corporation, if such person acted in good faith and in a manner that he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, if he or she had no reason to believe his or her conduct was unlawful. In a derivative action, ( i.e ., one brought by or on behalf of the corporation), indemnification may be provided only for expenses actually and reasonably incurred by any director or officer in connection with the defense or settlement of such an action or suit if such person acted in good faith and in a manner that he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, except that no indemnification shall be provided if such person shall have been adjudged to be liable to the corporation, unless and only to the extent that the court in which the action or suit was brought shall determine that the defendant is fairly and reasonably entitled to indemnity for such expenses despite such adjudication of liability.
Item 12. Security Ownership of Beneficial Owners and Management, and Related Stockholder Matters
Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities. In computing the number of shares beneficially owned by a person and the percentage of ownership of that person, shares of common stock subject to options and warrants held by that person that are exercisable as of the Record Date or become exercisable within 60 days of the Record Date are deemed outstanding even if they have not actually been exercised. Those shares, however, are not deemed outstanding for the purpose of computing the percentage ownership of any other person.
The following tables set forth certain information with respect to beneficial ownership of the Company’s common stock as of February 20, 2026, based on 101,561,000 issued and outstanding shares of common stock, by:
| ● | Each director and director nominee; |
| ● | Each named executive officer; and |
| ● | All of the executive officers and directors as a group. |
| ● | Each person known to be the beneficial owner of 5% or more of the Company’s outstanding common stock |
To our knowledge each person named in the tables below has sole voting and investment power with respect to the number of shares of common stock set forth opposite such person’s name.
| Title of Class | Name
and address of Beneficial Owner |
Amount
of shares owned |
Nature
of beneficial ownership |
Percent
of class |
Voting Power |
| Common | George Athanasiadis (Puerto Rico) | 19,800,000 | Officer/Director | 19.5% | 9.5% |
| Common | Tarasov Law (Alexander Borodich) | 20,195,000 | Over 5% | 19.9% | 10% |
| Common | United Digital Holdings LLC | 35,000,000 | Over 5% | 34.4% | 17.4% |
| Preferred Series A | Alexander Borodich | 10,000,000 | Over 5% | 100% | 49% |
| Tomaz Strgr (Slovenia) | — | Officer | — | — |
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Item 13. Certain Relationships and Related Transactions, and Director Independence
Share Return Agreement
On November 30, 2025, our wholly owned El Salvadorian subsidiary, UHS, entered into a Share Return Agreement to return the shares of UHA to an entity controlled by a Alexander Borodich and former ownership of UHA. The Share Return Agreement provides for the transfer of the ownership of UHA from UHS and the acceptance and assumption of all assets and liabilities of UHA as of November 30, 2025.
Related Party Advances
As of December 31, 2024, we had a note payable to George Athanasiadis for short-term advances totaling $613,423. On Feb 19, 2025, the Company issued 195,000 of restricted shares of common stock in exchange for a $487,500 of the amount. During the year ended December 31, 2025, we repaid the balance of $125,932 in cash.
During the year ended December 31, 2025, we repaid $36,802 in short-term advances from Alexander Borodich.
Consulting Fees
During the year ended December 31, 2025, the Company paid Alexander Borodich $20,000 in consulting fees.
Item 14. Principal Accountant Fees and Services
Our auditor for the fiscal year ended December 31, 2025, is CNGSN & Associates LLP. The Company has ratified CNGSN & Associates LLP, Independent Registered Public Accounting Firm, to audit our books, records and accounting for the year ended December 31, 2025. Our auditor for the fiscal year ended December 31, 2024, was M.S. Madhava Rao.
The aggregate fees billed for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the principal accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:
| Year | Audit Fees | Audit Related Fees | Total Fees | |||||||||
| 2025 | $ | 48,000 | $ | 0 | $ | 48,000 | ||||||
| 2024 | $ | 47,500 | $ | 0 | $ | 47,500 | ||||||
Audit Fees: The aggregate fees billed for professional services rendered by the principal accountant for the audit of our annual financial statements and review of financial statements included in our Form 10-K and other services that are normally provided by the principal accountant in connection with statutory and regulatory filings or engagements for those fiscal years.
Audit-Related Fees: The aggregate fees billed for assurance and related services rendered by the former principal accountant that are reasonably related to the performance of the audit or review of our financial statements and are not reported under the previous item, Audit Fees.
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PART IV
Item 15. Exhibits and Financial Statement Schedules
The following Exhibits are filed with this Report:
| Exhibit Number | Exhibit Name | |
| 3.1 | Articles of Incorporation of Eco Bright Future, Inc. (incorporated by reference) | |
| 3.2 | Articles of Incorporation Amended and Restated of Eco Bright Future, Inc. (incorporated by reference) | |
| 3.3 | Corporate Bylaws of Eco Bright Future, Inc. (incorporated by reference) | |
| 20.1 | Bitcoin Digital Service License | |
| 23.1 | Consent of Independent Registered Accounting Firm for the year ending December 31, 2025 | |
| 23.2 | Consent of Independent Registered Accounting Firm for the year ending December 31, 2024 | |
| 31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 32.1 | Certification pursuant to 18 U.S.C. Section 1350, as Adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |
| 101.XSD | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File - formatted in Inline XBRL and contained in Exhibit 101 |
Item 16. Form 10-K Summary
None
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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 caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| UNIVERSAL TOKEN, INC. | |||
| By: | /s/ George Athanasiadis | ||
| Name: | George Athanasiadis | ||
| Title: | Chief Executive Officer | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Alexander Borodich | Chairman of the Board of Directors | March 31, 2026 | ||
| Alexander Borodich | ||||
| /s/ George Athanasiadis | Chief Executive Officer, President, Secretary and Director (Principal Executive Officer and Principal Accounting and Financial Officer) |
March 31, 2026 | ||
| George Athanasiadis | ||||
| /s/ Tomaz Strgar | Chief Technology Officer and Director | March 31, 2026 | ||
| Tomaz Strgar |
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FAQ
What does Universal Token, Inc. (UTKN) do?
Universal Token, Inc. develops a financial technology and blockchain platform to tokenize real-world assets such as gold and other commodities. The company aims to offer regulated digital asset services using Universa Blockchain, supported by strong KYC/AML controls, targeting banks, governments and institutional users.
How did Universal Token, Inc. perform financially in 2025?
Universal Token reported no revenue and a 2025 net loss of $356,248. Operating expenses rose to $355,026, mainly professional fees and general and administrative costs, reflecting heavier software development and corporate activity while the business remains in a pre-revenue build-out phase.
What is the financial position of Universal Token as of December 31, 2025?
At December 31, 2025, Universal Token had total assets of $1,151,236, including $1,133,500 of capitalized software and cash of only $1,842. Current liabilities were $30,000, leaving a working capital deficit of $17,070 and highlighting tight liquidity.
Why is there a going concern warning for Universal Token, Inc.?
Auditors cited recurring operating losses, negative cash flows, minimal cash and ongoing dependence on external financing as reasons for substantial doubt about Universal Token’s ability to continue as a going concern. Management similarly expects continued losses until the platform generates sufficient revenue.
How is Universal Token funding its operations and software development?
In 2025 Universal Token raised $1,149,200 by issuing common stock for cash and converted $487,500 of related-party debt into equity. These financings supported $708,000 of software development spending and operating costs but left the company with limited year-end cash.
What markets and licenses is Universal Token, Inc. pursuing?
The company is awaiting a Digital Asset Service Provider license from El Salvador’s NCDA and plans to seek licenses in the UAE, Thailand and Indonesia. These approvals are needed to issue tokens and operate its platform and represent a key regulatory execution risk.