OTC: UTKN
Universal TokenCIK 0001919182 · SIC 6199 · Finance Services
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,”… About this business →
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Latest financial statements
From 10-Q filed Nov 3, 2026 (period ending Sep 30, 2026). As printed on the EDGAR/iXBRL face — not generated by the model.
Consolidated Statements of Operations (Unaudited)
| Description | Three months ended September 30, 2026 | Three months ended September 30, 2025 | Nine months ended September 30, 2026 | Nine months ended September 30, 2025 |
|---|---|---|---|---|
| OPERATING EXPENSES | ||||
| Professional fees | 11,518 | 18,301 | 37,507 | 299,721 |
| General and administrative | 4,029 | 14,174 | 14,401 | 47,333 |
| Total operating expenses | 15,547 | 32,475 | 51,908 | 347,054 |
| Operating Loss | (15,547) | (32,475) | (51,908) | (347,054) |
| OTHER EXPENSES | ||||
| Other expenses | — | (32) | — | (1,005) |
| Total other expenses | — | (32) | — | (1,005) |
| Consolidated Net Loss | (15,547) | (32,507) | (51,908) | (348,059) |
| Consolidated net loss attributable to noncontrolling interest | — | — | — | 1 |
| Consolidated Net Loss Attributable to Parent | (15,547) | (32,507) | (51,908) | (348,058) |
| OTHER COMPREHENSIVE INCOME (LOSS) | ||||
| Foreign currency translation | — | 39 | — | 391 |
| Consolidated Total Comprehensive Loss | (15,547) | (32,468) | (51,908) | (347,667) |
| BASIC AND DILUTED LOSS PER COMMON SHARE | (0.00) | (0.00) | (0.00) | (0.00) |
| BASIC AND DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING | 101,561,000 | 101,457,065 | 101,561,000 | 101,302,692 |
Consolidated Balance Sheets (Unaudited)
| Description | September 30, 2026 | December 31, 2025 |
|---|---|---|
| ASSETS | ||
| CURRENT ASSETS | ||
| Cash | 558 | 1,842 |
| Other current assets | 15,196 | 11,088 |
| Total current assets | 15,754 | 12,930 |
| NON-CURRENT ASSETS | ||
| Intangible assets | 4,806 | 4,806 |
| Software development | 1,143,500 | 1,133,500 |
| Total non-current assets | 1,148,306 | 1,138,306 |
| TOTAL ASSETS | 1,164,060 | 1,151,236 |
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||
| Current liabilities: | ||
| Accounts payable and accrued expenses | 2,799 | 30,000 |
| Advances payable, related party | 47,933 | — |
| Total current liabilities | 50,732 | 30,000 |
| Non-current liabilities: | ||
| Loans payable, related party | 44,000 | — |
| Total non-current liabilities | 44,000 | — |
| TOTAL LIABILITIES | 94,732 | 30,000 |
| STOCKHOLDERS' EQUITY | ||
| Preferred stock; $0.001 par value, 100,000,000 shares authorized and 10,000,000 shares issued and outstanding | 10,000 | 10,000 |
| Common stock; $0.001 par value, 750,000,000 and 750,000,000 shares authorized, 101,561,000 and 101,561,000 shares issued and outstanding, respectively | 101,561 | 101,561 |
| Additional paid-in capital | 1,544,894 | 1,544,894 |
| Accumulated deficit | (587,127) | (535,219) |
| Total Stockholders’ Equity Attributable to Parent | 1,069,328 | 1,121,236 |
| Equity Attributable to Noncontrolling interest | (7) | (7) |
| Total Stockholders' Equity | 1,069,321 | 1,121,229 |
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 1,164,060 | 1,151,236 |
Consolidated Statements of Cash Flows (Unaudited)
| Description | Nine months ended September 30, 2026 | Nine months ended September 30, 2025 |
|---|---|---|
| Cash flows from operating activities: | ||
| Net loss | (51,908) | (348,059) |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||
| Currency translation | — | 391 |
| Changes in operating assets and liabilities: | ||
| Other current assets | (4,108) | (16,052) |
| Accounts payable and accrued expenses | (27,201) | (2,350) |
| Advances payable, related party | 47,933 | — |
| Net cash used in operating activities | (35,284) | (366,070) |
| Cash flows from investing activities: | ||
| Software development costs | (10,000) | (585,000) |
| Net cash used in investing activities | (10,000) | (585,000) |
| Cash flows from financing activities: | ||
| Common stock issued for cash | — | 1,054,000 |
| Loans from related party | 44,000 | — |
| Repayment of loans from related party | — | (162,726) |
| Net cash provided by financing activities | 44,000 | 891,274 |
| Net change in cash | (1,284) | (59,796) |
| Cash, beginning of period | 1,842 | 67,784 |
| Cash, end of period | 558 | 7,988 |
| 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 | — | 487,500 |
Amounts as printed on the EDGAR/iXBRL face. Labels, columns, and figures are the filing face, not a GAAP stencil. Interactive statements & notes on EDGAR ↗
About Universal Token
Source: Item 1 (Business) from the 10-K filed March 31, 2026. Description as filed by the company with the SEC.
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.
Read full description ↓
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.