SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Mar. 31, 2026

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

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

Basis of Consolidation

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

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

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

Foreign Currency Translations

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

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

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

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

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

Use of Estimates

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

Fair Value of Financial Instruments

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

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

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

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

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

Business Combinations

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

Cash and Cash Equivalents

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

Accounts Receivable

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

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

Prepaid Expenses 

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

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

Goodwill

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

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

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

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

Intangible Asset

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

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

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

Long lived Assets

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

Property and Equipment

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

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

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

Commitments and Contingencies

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

Related Party Balances and Transactions

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

Convertible Financial Instruments

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

Expected credit losses

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

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

Revenue Recognition

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

Step 1: Identify the contract(s) with customers

Step 2: Identify the performance obligations in the contract

Step 3: Determine the transaction price

Step 4: Allocate the transaction price to performance obligations

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

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

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

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

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

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

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

Share-Based Compensation

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

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

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

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

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

Net Income (Loss) Per Share

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

Income Taxes

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

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

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

Recent Accounting Pronouncements

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

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

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

Recent Adopted Accounting Standards

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