10-K: Universal Token Reports Zero Revenue, Significant Losses in 2025

Universal Token, Inc. filed its annual 10-K report for 2025, revealing no revenue, increased net losses, and a going concern warning, despite progress in software development and capital raises.

Summary

• Universal Token, Inc. (formerly Eco Bright Future, Inc.) is a financial technology and blockchain company developing an open-source platform for Real-World Assets (RWA) tokenization using Universa Blockchain.
• The company reported no revenue for the years ended December 31, 2025, and 2024.
• Net loss increased to $356,248 in 2025, up from $166,378 in 2024.
• Operating expenses rose to $355,026 in 2025, primarily due to increased professional fees and general and administrative expenses related to software development.
• The company has accumulated losses since inception and has negative cash flows from operations, leading to substantial doubt about its ability to continue as a going concern.
• Universal Token raised $1,149,200 from common stock sales for cash in 2025 and converted $487,500 of related party debt into common stock.
• Total assets increased to $1,151,236 in 2025, largely driven by capitalized software development costs of $1,133,500.
• Cash balance significantly decreased to $1,842 as of December 31, 2025, from $65,705 in 2024.
• The company disposed of its Tunisian subsidiary, Universa Hub Africa (UHA), in November 2025, recognizing a net loss of $2,860 on the disposition.
• Universal Token is awaiting approval for its Digital Asset Service Provider (DASP) licensing application with the National Commission of Digital Assets (NCDA) in El Salvador.
• Management identified material weaknesses in internal control over financial reporting, including no segregation of duties, limited oversight, lack of control documentation, and insufficient GAAP expertise.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this filing with low sentiment due to the complete lack of revenue, increasing net losses, and explicit going concern warning, despite some progress in capital raising and software development. The significant operational and regulatory risks further dampen the outlook.

Positives

• Successfully raised $1,149,200 from common stock sales for cash in 2025.
• Converted $487,500 in related party notes payable into common stock, significantly reducing current liabilities from $670,846 in 2024 to $30,000 in 2025.
• Increased capitalized software development costs to $1,133,500 in 2025, indicating ongoing progress in platform development.
• Working capital deficit improved from $590,744 in 2024 to $17,070 in 2025.

Negatives

• Reported no revenue for both the 2025 and 2024 fiscal years.
• Net loss increased to $356,248 in 2025 from $166,378 in 2024.
• Operating expenses significantly increased to $355,026 in 2025 from $156,838 in 2024.
• Cash balance declined sharply to $1,842 at year-end 2025 from $65,705 at year-end 2024.
• The company has accumulated losses since inception and negative cash flows from operations, raising substantial doubt about its ability to continue as a going concern.
• Internal controls over financial reporting were deemed not effective due to limited internal resources, lack of segregation of duties, and insufficient management oversight.

Risks

• Need for additional capital: The company requires $5,000,000 to $25,000,000 over the next two years to grow operations, with no assurance of securing it on acceptable terms or at all, potentially leading to delayed growth or cessation of operations.
• Dependence on key personnel: Highly dependent on Chief Technology Officer Tomaz Strgar; his termination would negatively impact the business.
• Limited trading market for securities: Common stock trades on OTC Markets, which is illiquid and subject to SEC rules that may reduce potential buyers and stock value.
• Management control: Current officers and directors own approximately 74% of outstanding common stock, and Alexander Borodich holds 49% of voting securities via Class A Preferred Stock, enabling them to control corporate decisions.
• Going concern issue: Recurring losses and negative cash flows raise substantial doubt about the company's ability to continue operations without additional financing and achieving profitability.
• Licensing delays or denials: Licensing and permissions to tokenize real-world assets in target jurisdictions (El Salvador, UAE, Thailand, Indonesia) could be delayed or denied, negatively impacting growth potential.
• Highly competitive and fragmented RWA tokenization market: Many better-funded competitors exist, with no guarantee of achieving expected market share.
• Government intervention and regulation: Future government regulation could limit revenue activities or create technological difficulties.
• Costly reporting requirements and Sarbanes-Oxley Act compliance: Maintaining public company status and internal controls is expensive and may adversely affect the ability to continue as a going concern.
• Uncertainty of exchange listing: No assurance that common stock will be uplisted to a larger exchange or maintain its current OTCQB listing.
• Penny stock status: Common stock is considered a penny stock, making it more difficult for investors to sell shares due to suitability requirements and potentially reducing market liquidity.
• No dividends paid: The company has never paid dividends and does not anticipate doing so in the foreseeable future.
• Emerging growth company status: Reduced disclosure requirements may make common stock less attractive to investors and challenging to raise capital.
• Preferred stock issuance: The ability to issue more preferred stock with superior rights, preferences, and privileges could adversely affect common stock holders.
• Risks of internal policies and procedures for crypto asset classification: Risk that the company's risk-based judgments on crypto assets being non-securities may not align with regulatory bodies or courts, especially with evolving laws.
• Potential requirement to register as an investment company: Future changes in regulations or business operations could require registration under the Investment Company Act of 1940, adding significant expenses and restrictions.
• Risks associated with AI use: AI can be expensive, unpredictable, carry security risks, and lead to more regulatory stipulations.
• Geopolitical and regulatory risks in operating jurisdictions: Governments and regulations in El Salvador, UAE, Thailand, and Indonesia could change, affecting development, growth, and viability.
• Risks related to RWA tokenization: Includes damage or theft of underlying assets, storage/maintenance costs, liquidity risks, and theft of tokens.
• Third-party KYC/AML provider risks: Material risks if unauthorized individuals access the platform, potentially leading to fines or regulatory issues.
• Blockchain technology risks: Heavy regulation, cyber criminals, fraud, infrastructure vulnerability to natural disasters/power outages, and increased expenses due to regulation.

Future Outlook

The company expects to continue incurring losses for the immediate future and will require additional equity or debt financing to achieve profitability and positive cash flows. Future capital requirements depend on revenue generation and capital access. The company plans to market its software solution to businesses and governments, targeting central and local banks. It intends to apply for DASP licensing in countries like UAE and Thailand, believing these licenses will open opportunities in other regions like Indonesia and South America. Executive compensation is expected to begin in Q4 2026.

Management Comments

• "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."
• "Our ability to adapt to the changing regulatory environments is critical to the success of our business plan."
• "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 waiting for our Digital Asset Service Provider (DASP) licensing application with the National Commission of Digital Assets (NCDA) in El Salvador to be approved."
• "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."
• "Our current business operating plan to digitize RWA tokens does not qualify as an 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 peoples efforts."
• "We expect that we will continue to have net losses from operations for several years until revenues become sufficient to offset operating expenses."
• "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."

Industry Context

StockSavvy.ai notes that Universal Token operates in the highly competitive and rapidly evolving financial technology and blockchain sector, specifically targeting Real-World Asset (RWA) tokenization. The company's strategy to focus on government and central bank partnerships in emerging digital asset markets like El Salvador, UAE, and Thailand is a common approach for blockchain firms seeking regulatory clarity and large-scale adoption. However, the lack of revenue and significant losses are typical for early-stage technology companies in this space, which often require substantial capital investment in development and licensing before commercialization. The disposal of the Tunisian subsidiary highlights the challenges of navigating diverse and changing international regulatory landscapes.

Comparison to Industry Standards

• Universal Token's zero revenue and recurring losses are common for early-stage blockchain and fintech startups, which often prioritize platform development and regulatory compliance over immediate revenue generation. This contrasts with established fintech players like Block (formerly Square) or Coinbase, which have diversified revenue streams from transaction fees, subscriptions, and other services.
• The substantial investment in capitalized software development ($1.13 million) is comparable to the R&D expenditures seen in other emerging blockchain infrastructure companies, such as ConsenSys or Ripple, which also focus on building foundational technology before widespread commercial adoption.
• The company's reliance on a small team (one full-time, one part-time employee) is lean, even for a startup, and contributes to the identified material weaknesses in internal controls, a common issue for smaller reporting companies but a significant deviation from the robust governance structures of larger, more mature financial institutions or publicly traded tech firms.
• The pursuit of Digital Asset Service Provider (DASP) licenses in multiple jurisdictions (El Salvador, UAE, Thailand) is a strategic move to gain regulatory legitimacy, similar to how crypto exchanges like Binance or FTX (before its collapse) sought licenses globally, but it also exposes the company to diverse and rapidly changing regulatory risks, unlike traditional financial services that operate under more stable, established frameworks.

Management Changes

Corporate Governance

Legal Proceedings

• There are no pending material legal proceedings to which the company is a party or to which any of its property is subject.

Related Party Transactions

• On November 30, 2025, the company's subsidiary, UHS, entered into a Share Return Agreement to return the shares of UHA to an entity controlled by Alexander Borodich (a significant shareholder and Chairman of the Board) and former ownership of UHA.
• As of December 31, 2024, the company had a note payable to George Athanasiadis (CEO/Director) for short-term advances totaling $613,423. On February 19, 2025, 195,000 restricted shares of common stock were issued in exchange for $487,500 of this amount, and the remaining $125,932 was repaid in cash.
• During 2025, the company repaid $36,802 in short-term advances from Alexander Borodich.
• During 2025, the company paid Alexander Borodich $20,000 in consulting fees.

Stakeholder Impact

• Shareholders: Face significant dilution risk from future equity raises, substantial doubt about the company's going concern, and no prospects for dividends in the foreseeable future. Management's significant control (74% of common stock, 49% voting power for preferred stock holder) limits influence of other shareholders.
• Employees: Limited staff (one full-time, one part-time) indicates a lean operation, but also highlights potential for overwork and lack of internal controls. Future growth could lead to more hiring.
• Customers (potential): Prohibited from using services if they cannot pass KYC/AML processes, including those in the United States and European Union, limiting potential market reach. Delays in licensing could impact service availability.
• Creditors: The company's going concern warning and reliance on future financing pose risks to creditors, although current liabilities were significantly reduced in 2025.

Next Steps

• Obtain Digital Asset Service Provider (DASP) licensing approval from the National Commission of Digital Assets (NCDA) in El Salvador.
• Provide required information to NCDA, including an external audit of the platform, security manuals, and operational procedure manuals.
• Apply for licensing in other target countries such as United Arab Emirates (UAE) and Thailand.
• Review licensing and application requirements for other jurisdictions, including Indonesia.
• Continue software development activities for the UTKN platform and tools for mobile and digital services.
• Negotiate and finalize partnership agreements with banks in Thailand to facilitate market entry.
• Address material weaknesses in internal control over financial reporting.
• Begin executive compensation in Q4 2026, with a specific Compensation Committee to be established as revenues and growth increase.

Key Dates

Recommendation

The company has reported zero revenue for two consecutive years, coupled with increasing net losses and a critical 'going concern' warning from its auditors. Its cash balance is critically low at $1,842, indicating an unsustainable burn rate. While it has raised capital and reduced liabilities through debt-to-equity conversion, the fundamental business model has yet to generate any income. The identified material weaknesses in internal controls and the highly speculative nature of its RWA tokenization business in a rapidly evolving regulatory landscape present extreme risks. Given these severe financial and operational challenges, a seasoned investor would likely recommend a strong sell, as the probability of significant capital loss is exceptionally high.

Keywords

Real-World Assets Tokenization, Blockchain Technology, Fintech, Digital Assets, SEC Filing, 10-K, Universal Token, UTKN, El Salvador, UAE, Thailand, Indonesia, KYC, AML, Going Concern, Capital Raise, Software Development