UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
| (Check One): | ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR |
| | |
| | For period ended: December 31, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form N-SAR For the transition period ended: |
| Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates:
PART I—REGISTRANT INFORMATION
| TRANSUITE.ORG INC. |
| Full Name of Registrant |
| |
| 732 S 6th St # 4304 |
| Address of Principal Executive Office (Street and Number) |
| |
| Las Vegas, NV 89101 |
| City, State and Zip Code |
PART II—RULE 12b-25(b) and (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
| ☒ | (a) | The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
| | | |
| ☒ | (b) | The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and |
| | | |
| ☐ | (c) | The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III—NARRATIVE
State below in reasonable detail the reason why Forms 10-K, 20-F, 11-K, 10-Q, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
The Registrant’s Form 10-K for the year ended December 31, 2025 could not be filed within the prescribed time period due to difficulties finalizing the materials required to complete the Registrant’s audit, which could not be eliminated without unreasonable effort or expense.
PART IV—OTHER INFORMATION
| (1) | Name and telephone number of person to contact with regard to this notification. |
| Mengqing Fan | | (775) | | 295-4295 |
| (Name) | | (Area Code) | | (Telephone Number) |
| (2) | Have all other periodic reports required under Section 13 or 15(d) or the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s). |
| | ☒ Yes ☐ No |
| | |
| (3) | Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? |
| | ☒ Yes ☐ No |
During the year ended December 31, 2025, net loss increased to approximately $32,000,000 from $375,000 during the year ended December 31, 2024. During the year ended December 31, 2025, the Company incurred stock-based compensation of approximately $32,000,000 for common stock issued to consultants for service rendered. During the year ended December 31, 2025, the Company acquired eight entities and recognized total revenue of approximately $118,000.
Total assets increased from approximately $72,000 as of December 31, 2024 to approximately $15,000,000 as of December 31, 2025 mainly due to an increase in deferred share issuance cost of approximately $690,000 and goodwill of approximately $14,700,000 generated from acquisition of multiple entities during the year 2025.
Total liabilities decreased from approximately $374,000 as of December 31, 2024 to $82,000 as of December 31, 2025 mainly due to the conversion of convertible note of approximately $154,000 and settlement of loans of approximately $148,000 through the issuance of common stock.
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reason why a reasonable estimate of the results cannot be made.
TRANSUITE.ORG INC.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned heretofore duly authorized.
| Date: March 30, 2025 | By: | /s/ Mengqing Fan | |
| | | Mengqing Fan | |
| | | Chief Executive Officer | |
