UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

~~(Mark~~☒ ANNUAL ~~One~~REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☒For ~~ANNUAL~~the ~~REPORT~~fiscal ~~UNDER~~year ~~SECTION~~ended 13September OR30, ~~15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934~~2025

~~For~~☐ TRANSITION ~~the~~REPORT ~~fiscal~~PURSUANT ~~year~~TO ~~ended~~SECTION ~~September~~13 ~~30,~~OR ~~2024~~15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐Commission ~~TRANSITION~~File ~~REPORT~~Number: ~~UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934~~000-54163

~~For~~THE ~~the~~AWARENESS ~~transition~~GROUP, ~~period~~INC. ~~from~~(Exact ~~____________to~~name ~~_____________~~of registrant as specified in its charter)

000-54853

Florida		99-3065093
(State of incorporation)		(IRS Employer ID No.)

~~Commission~~8175 ~~file~~E ~~number~~Evans Drive #13852 Scottsdale AZ 85267

~~Freedom Holdings, Inc. aka Freedom Acquisition Corp~~ (~~Exact Name of Registrant as specified in its charter~~888) 974-6388

Florida		56-2560951
(State or jurisdiction of		(I.R.S Employer
Incorporation or organization)		Identification No.)

Securities registered pursuant to Section 12(b) of the Act: None

10524 Independence Ave, Chatsworth, CA		91311
(Address of principal executive offices)		(Zip Code)

Securities registered pursuant to Section 12(g) of the Act:

~~818-357-3155~~Common Stock, par value $0.0001 per share (Symbol: TAAG on OTCID)

~~Registrant’s~~Indicate ~~telephone~~by ~~number~~check mark whether the registrant is a well-known seasoned issuer, ~~including~~as ~~area~~defined ~~code~~ in Rule 405 of the Securities Act. Yes ☐ No ☒

~~Securities~~Indicate ~~registered~~by ~~under~~check mark if the registrant is not required to file reports pursuant to Section 1213 or Section 15(bd) of the ~~Exchange~~ Act:. Yes ☐ No ☒

~~Title~~Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of ~~each~~the ~~class~~Securities ~~Name~~Exchange Act of ~~each~~1934 ~~exchange~~during onthe ~~which~~preceding ~~registered~~12 ~~None~~months ~~N/A~~(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. Yes ☐ No ☒

~~Securities~~[Note: ~~registered~~The ~~under~~Company ~~Section~~is ~~12(g)~~delinquent ofin ~~the~~its ~~Exchange~~filing ~~Act~~obligations; see Explanatory Note and Risk Factors.]

~~Common~~Indicate ~~Stock,~~by $0check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months.~~0001~~ ~~par~~Yes ~~value~~☐ No ☒

~~(Title~~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 definitions in Rule 12b-2 of ~~class)~~the Exchange Act.

~~Indicate~~Large, byaccelerated ~~check~~filer ~~mark~~☐ Accelerated iffiler ~~the registrant is a well~~☐ non-~~known~~accelerated ~~seasoned~~filer ~~issuer,~~☒ Smaller asreporting ~~defined~~company in☒ Emerging ~~Rule~~growth ~~405~~company ~~of the Securities Act.~~☒

☐ Yes ☒ No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15 (d) of the Exchange Act.

☐ Yes ☒ No

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. ☒ Yes ☐ No

Indicate by check mark whether the resistant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of 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 and post such files). ☒ Yes ☐ No

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 ☐ Non-accelerated filer ☐ (Do not check if a smaller company) 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 ☒ ☐ No ☒

~~State~~Aggregate ~~the aggregate~~ market value of ~~the voting and non-voting~~ common ~~equity~~stock held by non-affiliates: computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. $~~13,274,118~~.0101.

~~The~~Shares ~~number of shares~~ outstanding ~~of the issuer’s Common Stock, $0.0001 par value,~~ as of ~~September~~April 3013, ~~2024,~~2026: ~~was 55~~59,~~308~~608,825 ~~shares. There is 0 shares of the issuer’s Preferred Stock issued and outstanding as of such date.~~

~~DOCUMENTS~~EXPLANATORY ~~INCORPORATED BY REFERENCE~~NOTE

~~List~~This ~~hereunder~~Annual Report on Form 10-K for the ~~following~~fiscal ~~documents~~year ifended ~~incorporated~~September by30, ~~reference~~2025 ~~and~~(this "Annual Report") is being filed later than the ~~Part~~due date of December 29, 2025. As disclosed in the Company's Form NT 10-K ~~(e.g.,~~filed ~~Part~~under I,Rule ~~Part~~12b-25 ~~II,~~on ~~etc.)~~April ~~into~~15, ~~which~~2026 the ~~documents~~delay in filing is ~~incorporated:~~the result of (1i) ~~Any~~the ~~annual~~ongoing ~~report~~initial toaudit ~~security~~of ~~holders;~~the ~~(2)~~fiscal ~~Any~~year ~~proxy~~ended orSeptember ~~information~~30, ~~statement;~~2025 ~~and~~by ~~(3)~~Shah ~~Any~~Teelani ~~prospectus~~& ~~filed~~Associates, ~~pursuant~~the toCompany's ~~Rule~~newly-engaged ~~424(b)~~independent orregistered public accounting firm, and (cii) ~~under~~ the ~~Securities~~concurrent ~~Act~~re-audit ofby ~~1933.~~Shah ~~The~~Teelani ~~listed~~& ~~documents~~Associates ~~should~~of bethe ~~clearly~~consolidated ~~described~~financial statements for ~~identification~~the ~~purposes~~fiscal ~~(e.g.~~year ended September 30, ~~annual~~2024 ~~report~~following tothe ~~security~~sanction ~~holders~~of ~~for~~the ~~fiscal~~Company's ~~year~~prior ~~ended~~independent ~~December~~registered ~~24,~~public ~~1980)~~accounting firm by the Securities and Exchange Commission.

~~None~~The consolidated financial statements for the fiscal year ended September 30, 2024, included in this Annual Report have been re-audited and differ from the consolidated financial statements previously included in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2024, filed in February 2025. The Company has concurrently filed, or will concurrently file, Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended September 30, 2024 (the "Form 10-K/A") to reflect the re-audited financial statements. See Note to the Consolidated Financial Statements — Restatement of Previously Issued Financial Statements.

~~Freedom Holdings, Inc.~~2

ANNUAL REPORT ON FORM 10-K

Fiscal Year Ended September 30, 2024

TABLE OF CONTENTS

			Page
PART I
Special Note Regarding Forward Looking Statements			3
Item 1. Business		4
PART I
Item 1A. Risk Factors		6
Item 1.	Business		4
Item 1B. Unresolved Staff Comments		8
Item 1A.	Risk Factors		7
Item 1C. Cybersecurity		8
Item 1B.	Unresolved Staff Comments		12
Item 2. Properties		9
Item 1C.	Cybersecurity		12
Item 3. Legal Proceedings		9
Item 2.	Properties		12
Item 4. Mine Safety Disclosures		9
Item 3.	Legal Proceedings		12
PART II
Item 4.	Mine Safety Disclosures NA		12
Item 5. Market for Registrant's Common Equity		10
PART II
Item 6. [Reserved]		10
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		13
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations		10
Item 6.	Reserved		13
Item 7A. Quantitative and Qualitative Disclosures About Market Risk		13
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		13
Item 8. Financial Statements and Supplementary Data		14
Item 7A.	Quantitative and Qualitative Disclosure About Market Risk		17
Item 9. Changes in and Disagreements with Accountants		15
Item 8.	Financial Statements and Supplementary Data		18
Item 9A. Controls and Procedures		15
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		18
Item 9B. Other Information		17
Item 9A.	Controls and Procedures		18
PART III
Item 9B.	Other Information		19
Item 10. Directors, Executive Officers and Corporate Governance		18
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections		19
Item 11. Executive Compensation		18
PART III
Item 12. Security Ownership		19
Item 10.	Directors, Executive Officers and Corporate Governance		20
Item 13. Certain Relationships and Related Transactions		19
Item 11.	Executive Compensation		21
Item 14. Principal Accountant Fees and Services		19
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		22
PART IV
Item 13.	Certain Relationships and Related Transactions, and Director Independence		23
Item 15. Exhibits and Financial Statement Schedules		20
Item 14.	Principal Accountant Fees and Services		23
Item 16. Form 10-K Summary		20
PART IV
Item 15.	Exhibits, Financial Statement Schedule		24
Signatures			25

2 Table of Contents

Special Note Regarding Forward Looking Statements.

This annual report on Form 10-K of Freedom Holdings, Inc. (“FHLD”) for the fiscal year ended September 30, 2024 contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created thereby. To the extent that such statements are not recitations of historical fact, such statements constitute forward-looking statements which, by definition involve risks and uncertainties. In particular, statements under the Sections; Description of Business, Management’s Discussion and Analysis of Financial Condition and Results of Operations contain forward-looking statements. Where in any forward-looking statements, the Company expresses an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the statement of expectation or belief will result or be achieved or accomplished.

The following are factors that could cause actual results or events to differ materially from those anticipated and include but are not limited to: general economic, financial and business conditions; changes in and compliance with governmental regulations; changes in tax laws; and the cost and effects of legal proceedings.

You should not rely on forward-looking statements in this annual report. This annual report contains forward-looking statements that involve risks and uncertainties. We use words such as “anticipates,” “believes,” “plans,” “expects,” “future,” “intends,” and similar expressions to identify these forward-looking statements. Prospective investors should not place undue reliance on these forward-looking statements, which apply only as of the date of this annual report. Our actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by Freedom Holdings, Inc.

Table of Contents

PART I

Item 1. Business.

Freedom Holdings, Inc., a/k/a Freedom Acquisition Corp., was incorporated in the State of Maryland on June 16, 2005. The Company was originally formed to participate in the mortgage industry but ceased mortgage operations during the 2008 housing crisis, at which time the Company acquired small oil and gas leases in southeast Kansas. In 2012 the Company sold those leases and commenced, unsuccessfully, an effort to develop asphalt-shingle recycling technology. From 2015 onward the Company assisted small private and public companies with the going-public process and with introductions to legal and audit firms. On January 18, 2023, the Company entered into a Definitive Agreement with MedCann Industries, Inc., whereby MedCann acquired a majority equity position in exchange for $50,000 and John Vivian was appointed Chief Executive Officer; this transaction closed on February 3, 2023. In June 2024, the Company ceased all MedCann-related operations. On September 17, 2024, the Company closed a reverse-merger transaction with The Awareness Group, LLC ("TAG"), whereby TAG became a wholly owned operating subsidiary of the Company. Under the terms of that transaction (i) TAG shareholders obtained control of 89.5% of FHLD through a restated Series A Preferred class, (ii) TAG's Chief Executive Officer Pablo Diaz and the TAG management team became the executive team of FHLD, and (iii) TAG appointed its existing board members to the FHLD board. For accounting purposes, the transaction is treated as a reverse recapitalization in which TAG is the accounting acquirer. See Note 4 to the Consolidated Financial Statements — Business ~~Development~~Combination. In September 2025, FINRA approved the name change to The Awareness Group, Inc and the ticker was adjusted to TAAG.

FREEDOM HOLDINGS, INC A/K/A Freedom Acquisition Corp. (“we”, “us”, “our”, the “Company” or the “Registrant”) was incorporated in the State of Maryland on June 16, 2005. Since its inception, the Company has been engaged in the following sectors. The Company was formed to participate in the mortgage industry however was forced to cease mortgage operations during the 2008 housing crisis at which time the Company acquired small oil and gas leases in SE Kansas. In 2012 the company sold the leases and began an unsuccessful effort to develop technology to recycle asphalt shingles. In 2015 (based upon the efforts and experience of our CEO) began consulting other small private and public companies assisting in the process of going public and introduction of legal and auditing firm. On January 18, 2023 the Company entered into a Definitive Agreement with MedCann Industries, Inc. (“MedCann”) whereby (i) MedCann acquired a majority equity position in the Company in exchange for $50,000 consideration, and (ii) John Vivian was appointed as CEO of the Company. The Company and MedCann closed the Definitive Agreement on February 3, 2023.Overview

InTAG ~~June~~is ~~2024~~an integrated infrastructure and service provider to the alternative-energy industry. Through our proprietary national platform, itthe ~~was~~TAG ~~decided~~GRID, we deliver a full suite of support services that enable solar sales organizations and licensed contractors to ~~cease~~more ~~all~~efficiently ~~operations~~develop and ~~activities~~deploy ~~associated~~residential ~~with~~and commercial solar energy projects. Our direct customers are industry service providers — sales teams and installers — who in turn serve homeowners and businesses as end users. TAG does not perform installations, nor does it employ solar sales agents. Instead, we support our customers through five interconnected business units operating under the ~~MedCann~~TAG GRID platform: TAG Financial Services, TAG Capital, TAG Construction, TAG Distribution, and the TAG Dealer & Broker Network.

~~On September 17, 2024, the Company closed a reverse merger transaction with~~ The ~~Awareness Group LLC (~~TAG), ~~founder of the TAG~~ GRID ~~and an emerging player in the alternative energy space, whereby TAG became a wholly owned and operating subsidiary of Freedom Holdings, Inc.~~Platform

~~Under~~· ~~terms~~TAG Financial Services: Supports sales organizations and EPCs by preparing contracts, structuring financing solutions, performing quality assurance and sales closings, and servicing consumer loans. Approximately 54% of ~~the~~total ~~agreement~~revenue. · TAG Capital: Manages TAG's internal fund; originates proprietary prepaid Power Purchase Agreements (PPAs), consumer loan notes, and Investment Tax Credit (ITC) monetization. Approximately 12% of total revenue. · TAG Construction: Maintains a vetted national network of licensed solar contractors; earns a markup on labor and installation scope. Approximately 9% of total revenue. · TAG Distribution: Procures solar materials at scale through national manufacturer and distributor relationships and resells them to the ~~following~~contractor ~~occurred~~network at a markup. Approximately 11% of total revenue. · TAG Dealer & Broker Network: Trains, vets and onboards independent sales representatives and organizations who refer projects to TAG. Approximately 14% of total revenue.

·4 ~~TAG~~Table ~~shareholders obtained control~~ of 89.5% of FHLD through a restated Series A Preferred class of stock; · TAG CEO Pablo Diaz and the TAG management team took over as the executive team for FHLD; · TAG assumed control of the FHLD board and appointed its existing board members to the FHLD board.Contents

~~4 Table of Contents~~Subsidiaries

~~Implications~~As of ~~Being~~the andate ~~Emerging~~of ~~Growth~~this ~~Company~~prospectus, Freedom Holdings, Inc. operates through multiple majority- and minority-owned subsidiaries that support various aspects of our integrated solar financing, marketing, installation, and technology strategy. The principal subsidiaries are described below.

We· ~~qualify~~The asAwareness anGroup, ~~emerging~~LLC ~~growth~~(TAG). ~~company~~Wholly asowned ~~that~~operating ~~term~~subsidiary acquired in the September 17, 2024, reverse merger. TAG is ~~used~~the operator of the TAG GRID platform and is the accounting acquirer in the ~~JOBS~~reverse ~~Act~~recapitalization. An· ~~emerging~~Captain ~~growth~~Manicorn. ~~company~~A ~~may~~digital ~~take~~media ~~advantage~~and customer-acquisition subsidiary in which the Company holds a 51% majority interest. Captain Manicorn focuses on social media content creation, video production, sweepstakes campaigns, and digital engagement to direct high-intent leads to the Company's solar financing platform. The remaining 49% is held by unrelated third-party individuals who are not officers, directors, or affiliates of ~~specified~~the ~~reduced~~Company. ~~reporting~~The Company exercises operational and ~~other~~financial ~~burdens~~control over Captain Manicorn. · Candela Coin. A technology-driven subsidiary that ~~are~~integrates ~~otherwise~~blockchain ~~applicable~~and ~~generally~~Internet-of-Things (IoT) infrastructure into the Company's renewable-energy ecosystem. Candela Coin operates a tokenized loyalty rewards platform, issuing Candela Coins to ~~public~~customers ~~companies~~based on verified solar energy production. ~~These~~· ~~provisions~~Standard ~~include:~~Eco. The Company's primary solar installation partner, majority-owned by the Company. Standard Eco is responsible for residential and commercial solar installations nationwide, including permitting, construction, compliance, and commissioning. · Southwest Financial. The Company's financial services and underwriting arm, responsible for originating, reviewing, and administering consumer loan notes and prepaid PPAs. Southwest Financial performs creditworthiness assessments, verifies system production forecasts, and structures solar financing terms. · Hard Solar portfolio.; 634 -project count at Sep-30-2025 per Controller schedule; Sep-30- · REPM Acquisition and Unwind. On January 25, 2025, the Company entered into an Equity Purchase Agreement with Renewable Energy Products Manufacturing Corp. ("REPM") pursuant to which the Company acquired a 51% ownership interest in REPM and an option to acquire the remaining 49% subject to an EBITDA condition. On June 26, 2025, the Company and REPM mutually agreed to unwind the acquisition after REPM was determined not to be fulfilling the needs anticipated by TAG.

· A requirement to have only two years of audited financial statements and only two years of related MD&A; · Exemption from the auditor attestation requirement in the assessment of the emerging growth company’s internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002. · Reduced disclosure about the emerging growth company’s executive compensation arrangements; and · No non-binding advisory votes on executive compensation or golden parachute arrangements.Employees

WeAs ~~have already taken advantage~~ of ~~these~~September ~~reduced~~30, ~~reporting burdens in this registration statement~~2025, ~~which~~we ~~are~~had ~~also~~11 ~~available~~full-time toemployees. usNone ~~as a smaller reporting company as defined under Rule 12b-2~~ of ~~the~~our ~~Securities~~employees ~~Exchange~~is ~~Act~~represented ofby ~~1934,~~a aslabor ~~amended (the “Exchange Act”)~~union.

InAvailable 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 of 1933, as amended (the “Securities Act”) for complying with new or revised accounting standards. We are choosing to utilize the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the JOBS Act. This election is irrevocable and allows our Company to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.Information

WeOur ~~could~~Internet ~~remain~~address anis ~~emerging~~www.awarenessgroup.llc ~~growth~~We ~~company~~make ~~for~~our upSEC tofilings ~~five~~available ~~years,~~free ~~or until the earliest~~ of ~~(i)~~charge ~~the~~on ~~last day of the first fiscal year in which~~ our ~~annual~~website ~~gross~~as ~~revenues~~soon ~~exceed $1 billion, (ii) the date that we become a “large accelerated filer”~~ as ~~defined~~reasonably inpracticable ~~Rule~~after ~~12b-2~~filing. ~~under~~The ~~the~~SEC ~~Exchange~~maintains ~~Act,~~an ~~which~~Internet ~~would~~site ~~occur~~at ifhttp://www.sec.gov ~~the market value of our common stock~~ that iscontains ~~held~~reports, byproxy ~~non-affiliates~~and ~~exceeds~~information ~~$700 million as of the last business day of our most recently completed second fiscal quarter~~statements, orand ~~(iii)~~other ~~the~~information ~~date~~that ~~on which~~ we ~~have~~file ~~issued~~electronically ~~more~~with ~~than $1 billion in non-convertible debt during~~ the ~~preceding three year period~~SEC.

~~(b)~~5 ~~Business~~Table of ~~Issuer~~Contents

~~The~~Item ~~analysis of new business opportunities will be undertaken by or under the supervision of Pablo Diaz, the Chief Executive Officer of the Registrant~~1A. AsRisk of this date, the Company has not entered into any definitive agreement with any party. The Registrant has unrestricted flexibility in seeking, analyzing and participating in potential business opportunities. In its efforts to analyze potential acquisition targets, the Registrant will consider the following factors:Factors

~~(a)~~You ~~Potential~~should ~~for~~carefully ~~growth,~~consider ~~indicated~~the byrisks ~~new~~described ~~technology~~below, ~~anticipated~~together ~~market~~with ~~expansion~~all ~~or new products. (b) Competitive position as compared to other firms~~ of ~~similar size and experience within~~ the ~~industry~~other ~~segment~~information asin ~~well~~this asAnnual ~~within the industry as a whole. (c) Strength and diversity of management~~Report, ~~either~~before inmaking ~~place~~an orinvestment ~~scheduled for recruitment~~decision. ~~(d)~~Our ~~Capital requirements and anticipated availability of required funds~~business, tofinancial ~~be provided by the Registrant or from operations~~condition, ~~through~~results ~~the sale~~ of ~~additional~~operations ~~securities, through joint ventures~~ or ~~similar~~liquidity ~~arrangements~~could orbe ~~from~~materially ~~other~~adversely ~~sources.~~affected ~~(e) The cost of participation~~ by ~~the~~any ~~Registrant as compared to the perceived tangible and intangible values and potentials. (f) The extent to which the business opportunity can be advanced. (g) The accessibility~~ of ~~required~~these ~~management expertise, personnel, raw materials, services, professional assistance and other required items; and (h) Other relevant factors~~risks.

5Substantial ~~Table~~doubt ofabout ~~Contents~~our ability to continue as a going concern.

~~The~~Our ~~names~~consolidated ~~and~~financial ~~ages~~statements offor ~~our~~the ~~directors~~fiscal years ended September 30, 2025, and ~~executive~~September ~~officers~~30, 2024, have been prepared on a going-concern basis. We have a history of operating losses and, as of September 30, ~~2024~~2025, ~~are~~had ~~set~~an ~~forth~~accumulated ~~below~~deficit of $1,357,440 and limited cash resources. Our ~~Bylaws~~independent ~~provide~~registered ~~for~~public ~~not~~accounting ~~less~~firm's ~~than~~report ~~one~~contains ~~and~~an ~~not~~explanatory ~~more~~paragraph ~~than~~expressing ~~fifteen~~substantial ~~directors~~doubt about our ability to continue as a going concern. ~~All~~Our ~~directors~~continued operations are ~~elected~~highly ~~annually~~dependent byupon ~~the~~our ~~stockholders~~ability to ~~serve~~increase ~~until~~revenues, ~~the~~manage ~~next~~operating ~~annual~~costs, ~~meeting~~and ofcomplete ~~the~~additional ~~stockholders~~equity and/or ~~until~~debt ~~their~~financings. ~~successors~~If we are ~~duly~~unable ~~elected~~to secure additional capital, we may be required to scale back or cease operations and ~~qualified~~investors in our common stock could lose all or part of their investment.

Name	Age	Position
Pablo Diaz (1)	48	Chief Executive Officer and Chairman of the Board
Nadia Conn (2)	63	Chief Financial Officer and Board Secretary
Brooks Holcomb (3)	50	Independent Board Member
Marco Rubin (4)	63	Independent Board Member

We changed our independent registered public accounting firm following an SEC enforcement action against our prior auditor, and the fiscal year ended September 30, 2024, is being re-audited.

On April 25, 2025, the Company dismissed Olayinka Oyebola & Co. (1PCAOB ID 5968) ~~Pablo~~as ~~Diaz~~its ~~became~~independent ~~CEO~~registered public accounting firm following the enforcement action brought by the Securities and ~~Chairman~~Exchange Commission against that firm and its principal. On March 24, 2026, the Company engaged Shah Teelani & Associates of Ahmedabad, India to audit the ~~Board~~Company's onconsolidated financial statements for the fiscal year ended September 1730, 2025 and to re-audit the consolidated financial statements for the fiscal year ended September 30, 2024 that were previously audited by Olayinka Oyebola & Co. and included in our Annual Report on Form 10-K filed in February 2025. The staff of the SEC has informed the Company that the prior audit opinion issued by Olayinka Oyebola & Co. with respect to the fiscal year ended September 30, 2024 may no longer be relied upon, and that the ~~closing~~fiscal 2024 financial statements must be re-audited before the Company's pending registration statement on Form S-1 can be declared effective. The re-audit process may result in restatements of previously reported financial information, additional audit scope and cost, and further delays in our regulatory filings, any of which could have a material adverse effect on the ~~reverse~~Company. ~~merger~~A ~~transaction~~Current ~~with~~Report ~~TAG~~on Form 8-K reporting the change of auditors under Item 4.01 of Form 8-K is expected to be filed on April 15, 2026, such filing may be later than the four-business-day window prescribed by Form 8-K.

~~Mr.~~We ~~Diaz~~are ~~has~~delinquent ~~been a high-level executive at two successful publicly traded companies, where, since 2011, he has been party to over 14,000 alternative energy installations. He has~~ in ~~his~~filing ~~career~~our ~~structured~~Annual ~~over~~Report ~~$400~~on ~~million~~Form ~~dollars~~10-K for ~~alternative energy projects throughout~~ the ~~U.S.~~fiscal ~~and~~year ~~Canada.~~ended ASeptember ~~recognized industry expert, he has been featured in over~~ 30 ~~publications and media outlets~~, ~~including the Washington Post, Houston Chronicle, and Yahoo Finance~~2025. ~~In 2020, Mr. Diaz was awarded the Top Dynamic CEO by CEO Magazine.~~

~~(2)~~Our ~~Nadia~~Annual ~~Conn~~Report on Form 10-K for the fiscal year ended September 30, 2025, was ~~appointed~~due on December 29, 2025, and has not yet been filed as of the ~~Chief~~date ~~Financial~~of ~~Officer~~this ~~and~~prospectus. ~~Secretary~~The delay is the result of the ~~Board~~ongoing initial audit of ~~Directors~~the onfiscal year ended September 1730, 2025, and the concurrent re-audit of the fiscal year ended September 30, 2024, ~~upon~~by our newly engaged independent registered public accounting firm. We intend to file a Form NT 10-K (Notification of Late Filing) under Rule 12b-25 and to file the ~~closing~~Annual Report on Form 10-K as soon as practicable following completion of the ~~reverse~~audit. ~~merger~~Our ~~transaction~~delinquency in filing periodic reports may result in the loss of our status as a current filer, the inability to use short-form registration statements, limitations on the availability of Rule 144 for our shareholders, and potential enforcement action by the Securities and Exchange Commission. The staff of the SEC may decline to declare the pending S-1 registration statement effective until we are current with ~~TAG~~our periodic reporting obligations.

~~Ms.~~Our ~~Conn~~prior isauditor awas ~~Chief~~charged ~~Financial~~by ~~Officer~~the ~~and~~SEC ~~strategic business partner~~ with ~~30+~~aiding ~~years' experience leading the financial health, business strategy, accounting operations,~~ and ~~internal~~abetting ~~controls~~antifraud ~~of companies through a 360-degree business perspective~~violations. Her expertise includes fiscal management, financial operations & performance, cash flow management, strategic vision, tactical planning, revenue growth & profitability, startup/emerging market growth, risk management, debt strategy, regulatory compliance, enterprise accounting system conversions, consolidated financial reporting, cost savings, people management.

Our prior independent registered public accounting firm, Olayinka Oyebola & Co. (3Chartered Accountants), ~~Brooks~~and ~~Holcomb~~its ~~was~~principal, ~~appointed~~Olayinka asOyebola, ~~independent~~were ~~member~~charged by the Securities and Exchange Commission with aiding and abetting violations of the ~~Board~~antifraud provisions of ~~Directors~~the onfederal ~~September~~securities ~~17,~~laws. ~~2024,~~The SEC's complaint alleged that the firm failed to take action upon learning that a client created fake audit reports bearing the ~~closing~~principal's ofsignature for use in SEC filings. The relief sought included potential civil penalties and an order permanently barring the ~~reverse~~principal ~~merger~~from ~~transaction~~acting ~~with~~as ~~TAG~~an auditor for U.S. public companies. These circumstances contributed to the Company's decision to change auditors. See the SEC press release at https://www.sec.gov/newsroom/press-releases/2024-157.

~~Mr.~~6 ~~Holcomb~~Table ~~is a magna cum laude law degree recipient from the University~~ of Miami, is a practicing attorney who owns a law firm specializing in business law. He has been published multiple times by the American Bar Association and the State Bar of Arizona, and also has been recognized as a top 50 pro bono attorney, as well as Guardian ad Litem Attorney of the Year. Mr. Holcomb owns several fine dining restaurants, has interests in multiple recognized successful businesses in Arizona and is a founder and General Counsel for a national health-based restaurant chain. Prior to joining the board of TAG, he has served on multiple board of directors, including the Foundation for Burns and Trauma, Inc. and the Joyner-Walker Foundation, Inc. Currently Mr. Holcomb serves as a Colombian Diplomat to the United Nations. He also is a United Nations Special Agent.Contents

~~(4)~~Level ~~Maro~~3 ~~Rubin~~fair-value ~~was~~measurements ~~appointed~~are assubject ~~independent~~to ~~member~~significant ofestimation ~~the Board of Directors on September 17, 2024, upon the closing of the reverse merger transaction with TAG~~uncertainty.

~~Mr.~~As ~~Rubin~~described ~~specializes~~in Note 5 to the Consolidated Financial Statements, we have elected to measure our Hard Solar operating portfolio (634 projects) at fair value as of September 30, 2025, in ~~strengthening~~accordance ~~existing~~with ~~foundations~~ASC ~~within~~820, ~~the~~using ~~professional~~unobservable ~~investment~~Level ~~community~~3 ~~including~~inputs. ~~venture~~The ~~capital~~adopted Conservative (Low) fair value of $60,524,911 ~~institutional~~has ~~investors~~been determined from an average installed cost of $75,766 ~~investment~~per ~~bankers~~project, ~~private~~an ~~equity~~Investment Tax Credit (ITC) realization rate of 46.3%, a DCF multiplier of 1.8x and ~~corporate~~an ~~venture~~ITC ~~groups~~realization probability of 70.0%. HeUnder ~~also~~less ~~builds~~conservative ~~upon~~assumptions, ~~his~~our ~~existing~~Base ~~track~~and ~~record~~Optimistic ~~with~~reference ~~emerging~~scenarios ~~technology~~would ~~investment~~produce ~~operations~~fair atvalues of approximately $89.8 million and $127.8 million, respectively, though only the ~~local~~Conservative scenario has been adopted on the balance sheet. Our internally developed platform assets — including the TAG Enterprise / TAG GRID platform, ~~state~~the PPA Finance Program, the Candela Coin tokenized loyalty platform, and ~~national~~the ~~levels~~Captain ~~either~~Manicorn media subsidiary,— have been derecognized from the consolidated balance sheet through ~~partnerships~~a prior-period restatement (see Note 2) charged against additional paid-in capital, reflecting management's determination that such assets either fail capitalization criteria under ASC 350-40 / ASC 985-20, represent period costs under ASC 720, or ~~new~~constitute ~~entity~~unrealized ~~formations.~~gain Mrcontingencies under ASC 450. ~~Rubin~~No ~~possesses~~fair-value ~~unique~~election ~~experience~~was ~~dealing~~in ~~with~~effect ~~federal~~on ~~venturing~~September ~~operations~~30, as2024; ~~well~~accordingly, asthe ~~leading~~September ~~edge~~30, ~~research~~2024, ~~institutions~~balance sheet is presented at carrying value per the Company's predecessor consolidated financial statements, ~~including~~and all of the ~~National~~fair-value ~~Science~~revaluation ~~Foundation~~surplus of $31,547,080 is recorded in the fiscal year ended September 30, 2025. Fair-value measurements are inherently subjective and dependent on the ~~MITRE~~assumptions ~~Corporation~~identified above. Actual results could differ materially from these estimates, and the final measurements included in the audited financial statements will reflect the methodology confirmed by the Company's independent registered public accounting firm.

6We ~~Table~~depend on the continued services of ~~Contents~~our Chief Executive Officer.

~~Item~~Our 1Aability to compete and develop our business is largely dependent on the services of Pablo Diaz, our Chief Executive Officer, and certain third-party consultants and suppliers who assist him. ~~Risk~~We ~~Factors~~do not maintain key-man life insurance on Mr. Diaz. The loss of Mr. Diaz's services would have a material adverse effect on our business.

Our ~~business~~common ~~has~~stock ~~been~~is ~~difficult~~a topenny ~~evaluate~~stock ~~because until our reverse merger transaction~~ with ~~TAG, we have had~~ limited ~~operating~~trading ~~business and there has been uncertainty around what activities or businesses we will enter~~volume.

AsOur wecommon ~~have~~stock ~~had~~trades aon ~~limited~~the ~~operating~~OTCID ~~history~~market ~~and~~under ~~revenue~~the ~~and~~symbol ~~only~~"TAAG" ~~minimal~~at ~~assets.~~prices ~~Until~~below ~~the~~$5.00 ~~TAG~~per ~~transaction~~share and is ~~fully~~therefore ~~implemented,~~classified ~~appropriate~~as ~~funding~~a ~~and~~"penny ~~cash~~stock" ~~flow~~under ~~solutions~~the ~~are~~rules inof ~~place~~the Securities and ~~the~~Exchange ~~business~~Commission. ~~model~~The ispenny-stock ~~fully~~rules upimpose ~~and~~additional ~~running~~sales-practice asrequirements ~~designed~~on broker-dealers, ~~there~~which ismay areduce ~~risk~~the ~~that~~trading weactivity ~~will~~in, beand ~~unable~~liquidity toof, ~~continue~~our ascommon ~~a going concern~~stock.

WeSales ~~have~~under ~~limited~~the ~~assets~~SPA orwill ~~financial~~cause ~~resources~~dilution and may depress the market price of our common stock.

~~Until~~On ~~the~~January ~~TAG~~30, ~~transaction~~2025, isthe ~~fully~~Company ~~implemented,~~entered ~~appropriate~~into ~~funding~~a ~~and~~Standby ~~cash~~Share ~~flow~~Purchase ~~solutions~~Agreement ~~are~~(the in"SPA") ~~place~~pursuant ~~and~~to which the ~~business~~Selling ~~model~~Stockholder ishas ~~fully~~committed to purchase up ~~and~~to ~~running~~$10,000,000 weof ~~will~~our ~~likely~~common ~~sustain~~stock ~~operating~~at ~~expenses~~formula-based ~~without~~discounts ~~adequate~~to ~~corresponding~~volume-weighted ~~revenues,~~average atprice. ~~least~~Issuances ~~until~~under the ~~consummation~~SPA ofwill abe ~~business~~dilutive ~~combination.~~to ~~This~~existing ~~may~~stockholders ~~result~~and inthe ~~our~~perception ~~incurring~~that asuch ~~net~~issuances ~~operating~~may ~~loss~~occur ~~that~~could ~~will~~cause ~~increase~~the ~~continuously~~market ~~until~~price ~~the~~of ~~TAG~~our ~~model~~common isstock ~~profitable~~to decline.

~~Our~~We ~~auditors~~do not have ~~expressed substantial doubt about our ability to continue as~~ a ~~going~~traditional ~~concern~~credit facility.

~~Our audited financial statements for the fiscal years ended September 30, 2024 and 2023 were prepared assuming that we will continue our operations as a going concern.~~ We do not, ~~however,~~presently have a ~~history~~traditional ofcredit ~~operating~~facility ~~profitably.~~with ~~Consequently,~~a ~~our~~financial ~~independent~~institution. ~~accountants~~To infund ~~their~~working ~~audit~~capital, ~~report~~we have ~~expressed~~historically ~~substantial~~relied ~~doubt~~on ~~about~~advances ~~our~~from ~~ability to continue as a going concern. Our continued operations are highly dependent upon~~ our ~~ability~~Chief toExecutive ~~increase revenues~~Officer, ~~decrease~~which ~~operating~~accrue ~~costs,~~interest ~~and~~at ~~complete equity and/or debt financings~~12.75% ~~Such~~per ~~financings~~annum, ~~may~~and ~~not be available or may not be available~~ on ~~reasonable~~convertible ~~terms.~~promissory ~~Our~~notes ~~financial~~issued ~~statements do not include any adjustments that may result~~ from ~~the~~time ~~outcome of this uncertainty. We estimate that we will not be able~~ to ~~continue as a going concern unless we are able to secure capital from one of these sources of financing~~time. IfThis weinternal ~~are~~funding ~~unable~~approach tolimits ~~secure such financing, we may cease operations and investors in~~ our ~~common~~ability ~~stock~~to ~~could~~scale ~~lose all of their investment~~rapidly.

Our ~~auditor~~corporate ~~has~~governance ~~been~~measures ~~charged~~are ~~with violations by the Securities and Exchange Commission~~limited.

~~Our~~We ~~auditor,~~have ~~Olayinka~~not ~~Oyebola~~voluntarily &implemented ~~Co.~~many ~~(Chartered~~of ~~Accountants), and its principal, Olayinka Oyebola, (~~the ~~"Auditor")~~corporate-governance ~~have~~measures ~~been~~that ~~charged~~would bybe ~~the~~required ~~Securities and Exchange Commission with aiding and abetting violations~~ of ~~the~~companies ~~anti-fraud~~listed ~~provisions~~on ofa ~~the~~national ~~federal~~ securities ~~laws~~exchange. ~~The~~We ~~relief~~do ~~sought~~not ~~includes~~have ~~potential civil penalties as well as permanent injunctive relief, including~~ an ~~order~~audit permanently barring the Auditor from acting as an auditor or accountant for U.S. public companies or providing substantial assistance in the preparation of financial statements filed with the Securities and Exchange Commission. These charges and penaltiescommittee, ~~if imposed, could potentially cause the Company to find~~ a ~~new~~compensation ~~auditor~~committee, ~~leading~~or toa ~~potential~~nominating ~~restatements~~committee, ~~delays~~and inwe ~~regulatory~~do ~~filings~~not orhave ~~reputational~~an ~~harm.~~"audit ~~Refer~~committee tofinancial ~~the~~expert" ~~Securities~~as ~~and~~defined ~~Exchange~~in ~~Commission’s~~Item ~~press~~401 ~~release,~~of ~~available~~Regulation ~~at https://www.sec.gov/newsroom/press~~S- ~~releases/2024-157~~K.

7We ~~Table~~are ofa ~~Contents~~smaller reporting company and an emerging growth company.

~~The~~As ~~time~~a ~~and~~smaller ~~cost~~reporting ofcompany ~~preparing~~and aan ~~private~~emerging growth company, we are entitled to ~~become~~reduced adisclosure ~~public~~requirements, ~~reporting~~including ~~company~~only ~~may~~two ~~preclude~~years usof ~~from~~audited ~~entering~~financial ~~into~~statements aand ~~merger~~reduced orexecutive-compensation ~~acquisition~~disclosure. ~~with~~As a result, the ~~most~~information ~~attractive~~we ~~private~~provide to investors may be less comprehensive than that provided by other public companies.

~~Target~~7 ~~companies~~Table ~~that fail to comply with SEC reporting requirement may delay or preclude acquisition. Sections 13 and 15(d)~~ of the Exchange Act require reporting companies to provide certain information about significant acquisitions, including certified financial statements for the company acquired, covering one, two, or three years, depending on the relative size of the acquisition. The time and additional costs that may be incurred by some target entities to prepare these statements may significantly delay or essentially preclude consummation of an acquisition. Otherwise, suitable acquisition prospects that do not have or are unable to obtain the required audited statements may be inappropriate for acquisition so long as the reporting requirements of the Exchange Act are applicable.Contents

WeOur ~~may~~statement beof ~~subject~~cash toflows ~~further~~contains ~~government~~a ~~regulation~~reconciliation ~~which~~gap ~~would~~that ~~adversely~~may ~~affect~~require ~~our operations~~adjustment.

~~Although~~Management's wedraft ~~will~~consolidated bestatement ~~subject~~of tocash flows for the ~~reporting~~fiscal ~~requirements~~year ~~under~~ended ~~the~~September ~~Exchange~~30, ~~Act~~2025, ~~management~~contains ~~believes~~an weapproximately ~~will~~$109,000 ~~not~~reconciliation bedifference ~~subject~~between tothe ~~regulation~~subtotal ~~under~~of ~~the~~identified ~~Investment~~cash ~~Company~~flows ~~Act~~and ofthe ~~1940,~~change asin ~~amended~~cash ~~(the~~and ~~“Investment~~cash ~~Company~~equivalents ~~Act”),~~per ~~since~~the weconsolidated ~~will~~balance ~~not~~sheet. beThis ~~engaged~~gap inis ~~the~~believed ~~business~~to ofrelate ~~investing~~to ormovements ~~trading~~ in ~~securities.~~deferred Ifconstruction wecosts, ~~engage~~contract inliabilities, ~~business~~and ~~combinations~~intercompany ~~which~~cash ~~result~~flows inthat ~~our~~are ~~holding~~not ~~passive~~yet ~~investment~~fully ~~interests~~captured in athe ~~number~~consolidating ofcash-flow ~~entities,~~workpapers. weThe ~~could~~Company beis ~~subject~~working towith ~~regulation~~Shah ~~under~~Teelani ~~the~~& ~~Investment~~Associates ~~Company~~to ~~Act.~~identify Ifand ~~so,~~properly weclassify ~~would~~the bereconciling ~~required~~items. toIf ~~register~~the asreconciliation anreveals ~~investment~~misclassified ~~company~~or ~~and~~unrecorded ~~could~~transactions, beadditional ~~expected~~adjustments to ~~incur~~operating, ~~significant~~investing, ~~registration~~or ~~and~~financing ~~compliance~~cash ~~costs.~~flows Wemay ~~have~~be ~~obtained~~necessary. noWhile ~~formal~~the ~~determination~~$109,000 ~~from~~gap ~~the~~is ~~SEC~~not asmaterial to ~~our~~total ~~status~~cash ~~under~~flows, the ~~Investment~~existence ~~Company~~of ~~Act~~a ~~and,~~reconciliation ~~consequently,~~difference ~~violation~~is indicative of the ~~Investment~~ Company's ~~Act~~overall ~~could~~internal-control ~~subject~~weaknesses usdescribed toin ~~material~~Item ~~adverse consequences~~9A.

~~There~~The isshare ~~currently~~count aof ~~limited and sporadic trading market for~~ our common stock, ~~and~~requires ~~liquidity~~reconciliation ofwith ~~shares~~the oftransfer ~~our common stock is limited~~agent.

~~Our~~The ~~shares~~Company's ofAugust ~~common~~2025 ~~stock~~S-1/A isamendment ~~quoted~~reported 58,608,825 common shares outstanding on the ~~Over-the-Counter~~cover ~~market~~page ~~for~~but ~~our~~3,388,065,460 common ~~stock.~~shares ~~Further,~~outstanding noin ~~increased~~the ~~public~~Security ~~trading~~Ownership ~~market~~section. isThis ~~expected~~inconsistency tohas ~~develop~~not inyet ~~the~~been ~~foreseeable~~resolved. ~~future~~Management ~~unless~~is ~~and~~working ~~until~~with the Company's ~~files~~transfer aagent ~~registration~~to ~~statement~~determine ~~under~~ the ~~Securities~~correct ~~Act~~number of ~~1933,~~authorized asand ~~amended~~outstanding ~~(the~~common ~~“Securities~~shares ~~Act”).~~and ~~Therefore,~~to ~~outstanding~~reconcile ~~shares~~any ofdiscrepancies ~~our~~arising ~~common~~from historical stock ~~cannot~~splits, bereverse ~~offered~~splits, ~~sold,~~or ~~pledged~~other orcorporate ~~otherwise~~actions. ~~transferred~~If ~~unless~~the ~~subsequently~~higher ~~registered~~figure ~~pursuant~~is tocorrect, orthe ~~exempt~~Company's ~~from~~per-share ~~registration~~metrics, ~~under~~penny-stock status, and market capitalization disclosures will differ materially from those implied by the ~~Securities~~lower ~~Act~~figure. ~~and~~Investors ~~any~~should ~~other~~not ~~applicable~~rely ~~federal~~on oreither ~~state~~share ~~securities~~count ~~laws~~until orthis ~~regulations~~reconciliation is complete.

~~Compliance~~Legal with the criteria for securing exemptions under federal securities laws and the securities laws of the various states is extremely complex, especially in respect of those exemptions affording flexibility and the elimination of trading restrictions in respect of securities received in exempt transactions and subsequently disposed of without registration under the Securities Act or state securities lawsproceedings.

8On ~~Table~~April 25, 2025, the Company was named as a defendant in a complaint relating to an agreement entered into by the Company's prior management team, in which the plaintiff alleges it is owed compensation for services rendered in relation to the acquisition of ~~Contents~~The Awareness Group. As of April 2026, the case is ongoing.

~~There~~Item ~~are~~1B. ~~issues~~Unresolved ~~impacting~~Staff ~~liquidity of our securities with respect to the fact that we will need to file a resale registration statement to create liquidity in our common stock.~~Comments

~~Since~~None, ~~our~~other ~~shares~~than ofthe ~~common~~staff ~~stock~~comments issued ~~prior~~in toconnection awith business combination or reverse merger cannot currently, nor will they for a considerable period of time, be available to be offered, sold, pledged or otherwise transferred without being registered pursuant to the ~~Securities~~Company's ~~Act,~~pending ~~we will likely file a resale~~ registration statement on Form S-1, or(File ~~some other available form, to register for resale such shares of common stock~~No. ~~We cannot control this future registration process in all respects as some matters are outside our control. Even if we are successful in causing the effectiveness of the resale registration statement~~333-285724), ~~there~~which ~~can~~comments beled ~~no assurances that the occurrence of subsequent events may not preclude our ability~~ to ~~maintain~~ the ~~effectiveness~~re-audit of the ~~registration~~Company's ~~statement.~~fiscal ~~There~~2024 ~~may~~consolidated befinancial ~~resale~~statements ~~restrictions~~described ~~imposed~~in ~~by rule 144(i) for one year following~~ the ~~company~~Explanatory noNote ~~longer~~to ~~being~~this ~~considered~~Annual ~~a shell company~~Report. ~~Any of the foregoing items could have adverse effects on the liquidity of our shares of common stock.~~

~~There~~Item ~~are~~1C. ~~issues impacting liquidity of our securities with respect to the fact that it carries this warning on OTC Markets~~Cybersecurity

~~Warning! This~~Risk ~~security~~Management isand ~~eligible for Unsolicited Quotes Only~~Strategy

~~This~~The ~~stock~~Company ishas ~~not~~implemented ~~eligible~~a ~~for~~cybersecurity ~~proprietary~~risk ~~broker-dealer~~management ~~quotations.~~program ~~All~~that ~~quotes~~is inintegrated ~~this~~into ~~stock~~its ~~reflect~~overall ~~unsolicited~~enterprise ~~customer~~risk ~~orders~~management framework. ~~Unsolicited-Only~~Our ~~stocks~~program ~~have~~is adesigned ~~higher~~to ~~risk of wider spreads~~identify, ~~increased~~assess ~~volatility,~~ and ~~price~~manage ~~dislocations.~~material ~~Investors~~risks ~~may~~from ~~have~~cybersecurity ~~difficulty~~threats ~~selling~~across ~~this~~our ~~stock.~~operations, Anincluding ~~initial~~the ~~review~~TAG byGRID atechnology ~~broker-dealer~~platform, ~~under~~the ~~SEC~~Candela ~~Rule15c2-11~~Coin istokenized ~~required~~loyalty ~~for~~platform, ~~brokers~~Captain toManicorn ~~publish~~digital ~~competing~~media ~~quotes~~assets, and ~~provide~~the ~~continuous~~Hard ~~market~~Solar ~~making~~portfolio management systems.

WeKey ~~have~~elements ~~never~~of ~~paid dividends on~~ our ~~common~~cybersecurity ~~stock~~risk ~~and~~management ifprogram ~~we do not pay dividends in the future then our shareholders can only benefit from their shares by selling such stock either in the public marketplace or in a private transaction.~~include:

We· ~~have~~periodic ~~never~~risk ~~paid~~assessments ~~dividends~~to onidentify ~~our~~and ~~common~~evaluate ~~stock~~potential cybersecurity threats to the Company's information systems, data assets, and dooperational ~~not~~technology; ~~presently~~· ~~intend~~access tocontrols, ~~pay~~multi-factor ~~any~~authentication, ~~dividends~~encryption of sensitive data at rest and in transit, and network segmentation to protect the ~~foreseeable~~TAG ~~future.~~GRID Weplatform ~~anticipate~~and customer-facing applications; · endpoint detection and response software, firewall and intrusion-detection systems, and monitoring of network activity for anomalous behavior; · an incident response plan that ~~any~~establishes ~~funds~~procedures ~~available~~for containment, eradication, recovery, and notification in the event of a cybersecurity incident; · employee security awareness training provided to all personnel upon onboarding and periodically thereafter; · regular backup procedures for ~~payment~~critical data and systems, with periodic testing of ~~dividends~~disaster-recovery ~~will~~capabilities; beand re· contractual requirements for third-~~invested~~party ~~into~~service usproviders to ~~further~~maintain ~~our~~cybersecurity ~~business~~practices ~~strategy~~consistent with industry standards.

We8 ~~may~~Table ~~be subject to certain tax consequences in our business, which may increase the cost~~ of ~~doing business.~~Contents

WeAs ~~may~~a ~~not~~smaller bereporting ~~able~~company towith ~~structure~~limited ~~our~~resources, ~~acquisition to result in tax-free treatment for~~ the ~~companies~~Company orhas ~~their~~not ~~stockholders,~~yet ~~which~~engaged ~~could~~a ~~deter~~ third-party ~~parties~~cybersecurity ~~from~~firm ~~entering~~to ~~certain~~conduct ~~business~~independent ~~combinations~~penetration ~~with~~testing us or ~~result~~vulnerability ~~in being taxed on consideration received in a transaction~~assessments. ~~Currently,~~Management aintends ~~transaction may be structured~~ to ~~result~~engage insuch ~~tax-free~~a ~~treatment~~firm ~~to both companies,~~ as ~~prescribed~~operational byscale ~~various federal~~ and ~~state~~resources ~~tax provisions~~permit. We intend to structure any business combination so as to minimize the federal and state tax consequences to both us and the target entity; however, we cannot guarantee that the business combination will meet the statutory requirements of a tax-free reorganization or that the parties will obtain the intended tax-free treatment upon a transfer of stock or assets. A non-qualifying reorganization could result in the imposition of both federal and state taxes that may have an adverse effect on both parties to the transaction.

9During ~~Table~~the fiscal year ended September 30, 2025, the Company did not identify any cybersecurity incidents that have materially affected or are reasonably likely to materially affect the Company, including its business strategy, results of ~~Contents~~operations or financial condition. However, there can be no assurance that the Company will not experience a material cybersecurity incident in the future. See "Risk Factors" for additional discussion of cybersecurity-related risks.

Our business will have no meaningful increase of revenue until the TAG transaction has been fully integrated and the operating model is successfully up and running. Even then, there is no certainty the model will be successful and generate revenues and cash flow sufficient to fund operations.Governance

WeBoard ~~are~~of aDirectors ~~development~~Oversight. ~~stage~~The ~~company~~Board ~~and~~of ~~have~~Directors ~~had~~is ~~limited~~responsible ~~revenue~~for ~~from~~overseeing ~~operations~~the Company's management of cybersecurity risk. WeThe ~~may~~Board ~~not~~receives ~~realize~~periodic ~~any~~briefings ~~revenue~~from ~~increases~~management ~~unless~~on ~~and~~the ~~until~~status of the ~~TAG~~Company's ~~business~~cybersecurity ~~model~~program, isemerging ~~fully~~threats, and ~~successfully~~any ~~implemented~~significant incidents. The independent directors have been designated to provide additional oversight of technology and cybersecurity matters as the Company's governance structure matures.

WeManagement's ~~may~~Role. ~~issue~~The ~~additional~~Company's ~~shares~~Chief ~~for~~Executive ~~mergers~~Officer, orPablo ~~acquisitions~~Diaz, ~~which~~and ~~may~~Interim ~~result~~Chief Financial Officer, Brian Odle, are responsible for the day-to-day management of cybersecurity risk. Mr. Diaz oversees the TAG GRID platform's technology infrastructure and works with the Company's technical contractors to ensure that appropriate security controls are in ~~substantial~~place. ~~dilution~~Management reports to the Board on cybersecurity matters at least quarterly and immediately upon the occurrence of any material or potentially material cybersecurity incident.

~~Our~~Item ~~Certificate of Incorporation authorizes the issuance of a maximum of 500,000,000 shares of common stock and a maximum of 100,000,000 shares of preferred stock~~2. Any merger or acquisition affected by us may result in the issuance of additional securities without stockholder approval and may result in substantial dilution in the percentage of our common stock held by our then existing stockholders. Moreover, the common stock issued in any such merger or acquisition transaction may be valued on an arbitrary or non-arm’s-length basis by our management, resulting in an additional reduction in the percentage of common stock held by our then existing stockholders. Our Board of Directors has the power to issue any or all of such authorized but unissued shares without stockholder approval. To the extent that additional shares of common stock or preferred stock are issued in connection with a business combination or otherwise, dilution to the interested of our stockholders will occur and the rights of the holders of common stock might be materially adversely affected.Properties

Our principal ~~stockholders~~executive ~~may~~offices ~~engage~~are inlocated aat ~~transaction~~7575 toE ~~cause~~Redfield usRd Scottsdale AZ where we lease approximately 1500 square feet of office space for $3500 per month on a month-to-month ~~repurchase~~basis. ~~their~~The ~~shares~~Hard Solar portfolio of ~~common~~operating ~~stock~~solar projects is located at customer sites throughout the continental United States.

ToItem provide an interest in us to a third party, our stockholders may choose to cause us to sell our securities to one or more third parties, with the proceeds of such sale(s) being utilized by us to repurchase shares common stock held by them3. AsLegal ~~a result of such transaction(s), our management, principal stockholder(s) and Board of Directors may change.~~Proceedings

~~Our~~On ~~business~~April ~~focus~~25, ~~has~~2025, ~~changed~~the ~~five~~Company ~~times~~was ~~since~~named ~~inception~~as a defendant in ~~2005~~a complaint relating to an agreement entered into by the Company's prior management team. The plaintiff alleges it is owed compensation for services rendered in relation to the acquisition of The Awareness Group. As of April 2026, the case is ongoing.

~~Since~~Item inception the Company was formed to serve the mortgage industry, however as a result of the failure of the mortgage industry the Company focus was amended to focus on the energy markets which was not successful4. ~~The~~Mine ~~Company~~Safety ~~then focused on marketing an asphalt shingle recycling technology which ultimately was also unsuccessful. Since 2017, the Company has been solely focused on the business consulting of our former CEO.~~ Disclosures

~~With~~Not ~~the TAG transaction, we are re-entering the energy market, and we have a new CEO~~applicable. ~~There can be no guarantee this change in focus and leadership will be successful.~~

109 Table of Contents

~~Our~~PART ~~shares may be subject to the “penny stock” rules, which might subject you to restrictions on marketability and may not be able to sell your shares.~~II

~~The~~Item ~~common~~5. ~~stock~~Market isfor ~~quoted~~Registrant's ~~and~~Common ~~tradable~~Equity, onRelated ~~the~~Stockholder ~~Over-the-Counter Pink Sheets~~Matters, ~~we are subject to the penny stock rules adopted by the Securities~~ and ~~Exchange~~Issuer ~~Commission~~Purchases ~~that require brokers to provide extensive disclosure to their customers prior to executing trades in penny stocks. These disclosure requirements may cause a reduction in the trading activity~~ of ~~our~~Equity ~~common stock, which likely would make it difficult for our shareholders to sell their securities.~~Securities

~~Additional~~Our ~~risks~~common ~~may~~stock ~~exist~~is ~~since~~quoted weon ~~have~~the ~~assisted~~OTCID amarket ~~privately~~under ~~held business to become public through~~ the ~~“reverse~~symbol ~~merger~~"TAAG".” ~~Securities~~As ~~analysts~~ of ~~major~~September ~~brokerage~~30, ~~firms~~2025, ~~may not provide coverage of us since~~ there iswere noapproximately ~~incentive~~113 torecord ~~brokerage~~holders ~~firms to recommend the purchase~~ of our common stock. NoRegistered ~~assurance~~holders ~~can~~do benot ~~given~~include ~~that~~stockholders ~~brokerage~~whose ~~firms~~stock ~~will~~is ~~want~~held ~~to conduct any secondary offerings on behalf of our post-merger company~~ in ~~the~~street ~~future~~name. ~~Failure~~We ~~to develop or maintain an active trading market for our common stock will~~ have anever ~~generally~~paid ~~negative~~cash ~~effect~~dividends on ~~the price of~~ our common stock and ~~you~~do ~~may~~not beanticipate ~~unable~~paying tocash ~~sell~~dividends ~~your~~in ~~common stock, or any attempted sale of such common stock may have~~ the ~~effect~~foreseeable ~~of lowering the market price~~future. ~~Your investment could be a partial or complete loss.~~

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.) Penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The ~~broker-dealer~~following ~~also~~table ~~must~~sets ~~provide~~forth the ~~customer~~high ~~with current bid~~ and ~~offer~~low ~~quotations~~closing ~~for~~sales ~~the~~prices ~~penny stock, the compensation~~ of ~~the~~our ~~broker-dealer~~common ~~and its salesperson in the transaction, and monthly account statements showing the market value of each penny~~ stock ~~held~~as inreported ~~the~~on ~~customer’s account. The broker-dealer must also make a special written determination that~~ the ~~penny~~OTC ~~stock~~Pink is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for aeach ~~security~~fiscal ~~that~~quarter ~~becomes~~during ~~subject to~~ the ~~penny~~periods stock rules. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our securities, which could severely limit the market price of liquidity of our securities. These requirements may restrict the ability of broker-dealers to sell our common stock and may affect your ability to resell our common stock.indicated:

We cannot assure you that our common stock will ever be listed on any other securities exchange and therefore it is possible that our stockholders will not be able to liquidate their investment in our stock and we may not access to capital available to companies trading on these exchanges.

Fiscal Quarter	High		Low
Fiscal Year 2024:
Q1 (Oct–Dec 2023)	$	3975	$	0230
Q2 (Jan–Mar 2024)	$	.3780	$	.0006
Q3 (Apr–Jun 2024)	$	.3780	$	.0230
Q4 (Jul–Sep 2024)	$	3780	$	.0230
Fiscal Year 2025:
Q1 (Oct–Dec 2024)	$	0.208	$	0.102
Q2 (Jan–Mar 2025)	$	40	$	.112
Q3 (Apr–Jun 2025)	$	.13	$	.05
Q4 (Jul–Sep 2025)	$	079	$	.0232

WeIssuer ~~may~~Purchases ~~seek the listing~~ of ~~our~~Equity ~~common stock on a more senior OTC exchange, or apply to list on a national exchange such as the NASDAQ or NYSE~~Securities. ~~However,~~The weCompany ~~cannot~~did ~~assure~~not ~~you~~repurchase ~~we will be able to meet the initial listing standards of either of those or~~ any ~~other stock exchange, or that we will be able to maintain a listing~~ of ~~our~~its ~~common~~equity ~~stock~~securities onduring either of those or any other stock exchange. After completing a business combination, until our common stock is listed on another stock exchange, we expect that our common stock would be eligible to trade on the ~~OTC~~fourth ~~Bulletin~~quarter ~~Board, another over-the-counter quotation system, or on the “pink sheets,” where our stockholders may find it more difficult to dispose~~ of ~~shares~~fiscal ~~or obtain accurate quotations as to the market value of our common stock~~2025. In addition, we would be subject to an SEC rule that, if it failed to meet criteria set forth in such rule, imposes various practice requirements on broker-dealers who sell securities governed by the rule to persons other than established customers and accredited investors. Consequently, such a rule may deter broker-dealers from recommending or selling 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.

~~Our~~Recent ~~authorization~~Sales of ~~blank~~Unregistered Securities: There have been no unregistered issuances during fiscal 2025 not previously reported on a Form 8-~~check~~K, ~~preferred~~including ~~stock~~convertible ~~could~~note beconversions, ~~used~~share-based compensation grants to ~~discourage~~employees aand ~~takeover~~consultants, ~~transaction~~and ~~involving~~any anput-share ~~actual~~issuances orunder ~~potential~~the ~~change~~Standby inShare ~~control~~Purchase ofAgreement usdated orJanuary ~~our~~30, ~~management~~2025.

~~Our~~Item ~~Certificate of Incorporation authorizes the issuance of up to 100,000,000 shares of preferred stock with designations, rights and preferences determined from time to time by our Board of Directors~~6. Accordingly, our Board of Directors is empowered, without stockholder approval, to issue preferred stock with dividend, liquation, conversion, voting, or other rights which could adversely affect the voting power or other rights of the holders of the common stock. In the event of issuance, the preferred stock could be utilized, under certain circumstances, as a method of discouraging, delaying or preventing a change in control of the Company. Although we have no present intention to issue any shares of our authorized preferred stock, there can be no assurance that the Company will not do so in the future.[Reserved]

11Item ~~Table~~7. Management's Discussion and Analysis of ~~Contents~~Financial Condition and Results of Operations

~~Lack~~Forward-Looking ~~of diversification should be considered a substantial risk.~~Statements

~~Our~~All ~~management~~statements ~~anticipates~~contained in this prospectus that itare ~~will~~not ~~likely~~historical befacts, ~~able~~including tostatements ~~effect~~regarding ~~only~~anticipated ~~one~~activity, ~~business~~are ~~combination~~"forward-looking statements" within the meaning of the federal securities laws, ~~due~~involve ~~primarily~~a tonumber ~~our~~of ~~limited~~risks ~~financing~~and uncertainties and ~~dilution~~are ofbased ~~interest~~on ~~for~~our ~~present~~beliefs and ~~prospective~~assumptions ~~stockholders,~~and ~~which~~information iscurrently ~~like~~available to ~~occur~~us. asWords asuch ~~result~~as of"may," ~~our~~"will," ~~management’s~~"should," "expect," "plan," to"intend," ~~offer~~"anticipate," a"believe," ~~controlling~~"estimate," ~~interest~~"predict," to"project," a"potential," ~~target~~"forecast," ~~business~~"continue," in"strategy," ~~order~~and tosimilar ~~achieve~~expressions aidentify ~~tax~~forward-~~free~~looking ~~reorganization~~statements. ~~This~~These ~~lack~~statements are not guarantees of ~~diversification~~future ~~should~~performance beand ~~considered~~are asubject ~~substantial~~to ~~risk~~risks, inuncertainties, ~~investing~~and inother usfactors, ~~because~~some itof ~~will~~which ~~not~~are ~~permit~~beyond usour control and difficult to ~~offset~~predict ~~potential~~and ~~losses~~could ~~from~~cause ~~one~~actual ~~venture~~results ~~against~~to ~~gains~~differ materially from ~~another~~those expressed or forecasted. We do not intend to update these forward-looking statements except as required by law.

~~Item 1B. Unresolved Staff Comments~~Overview

~~None~~TAG is an integrated infrastructure and service provider to the alternative-energy industry. Through our proprietary national platform, the TAG GRID, we deliver a full suite of support services that enable solar sales organizations and licensed contractors to more efficiently develop and deploy residential and commercial solar energy projects. Our direct customers are industry service providers — sales teams and installers — who in turn serve homeowners and businesses as end users. TAG does not perform installations, nor does it employ solar sales agents. Instead, we support our customers through five interconnected business units operating under the TAG GRID platform: TAG Financial Services, TAG Capital, TAG Construction, TAG Distribution, and the TAG Dealer & Broker Network.

~~Item~~10 ~~1C.~~Table ~~Cybersecurity~~of Contents

~~None.~~Results of Operations

~~Item~~RESULTS 2.OF ~~Properties.~~OPERATIONS — FINAL CONSOLIDATED VERSION WITH COMMENTARY

Prior to the TAG transaction, we neither rent nor own any properties. Post transaction we now rent the TAG office space. We have no ownership interest in any real estate. Further, we currently have no policy with respect to investments or interests in real estate, real estate mortgages or securities of, or interests in, persons primarily engaged in real estate activities.Revenues

~~None~~For the fiscal year ended September 30, 2025, the Company recognized revenue of $540,891, as compared to $604,789 for the fiscal year ended September 30, 2024 (As Restated). The fiscal 2024 figures have been restated to reflect the full fiscal year of TAG operations, as TAG is the accounting acquirer in the September 2024 reverse recapitalization. The originally filed Form 10‑K included only the two‑week post‑merger stub period, which reported $52,400 of revenue.

~~Item~~The 3year‑over‑year decrease in recognized revenue is primarily attributable to the timing of revenue recognition under ASC 606 rather than a decline in operational activity. ~~Legal~~During ~~Proceedings~~fiscal 2025, the Company executed a higher volume of prepaid Power Purchase Agreements and originated consumer loan notes with gross transaction values substantially exceeding the revenue recognized in the period. However, under ASC 606, revenue is recognized only when the Company satisfies its performance obligations. A significant portion of the economic value generated in fiscal 2025 relates to long‑term contractual arrangements for which performance obligations will be satisfied — and revenue recognized — in future periods.

~~Presently~~Accordingly, ~~there~~the ~~are~~decline ~~not~~in ~~any~~recognized ~~material~~revenue ~~pending~~reflects ~~legal~~the ~~proceedings~~timing toof ~~which~~revenue ~~the~~recognition ~~Registrant~~relative isto acontract ~~party~~structure, ornot asa toreduction ~~which~~in ~~any~~sales ofactivity ~~its~~or ~~property~~customer isdemand. ~~subject,~~Fiscal ~~and~~2025 norevenue ~~such~~is ~~proceedings~~final ~~are~~based ~~known~~on to the ~~Registrant~~Company’s toapplication beof ~~threatened~~ASC or606 ~~contemplated~~and ~~against~~completion itof audit procedures.

~~Item~~Cost 4.of ~~Mine~~Revenue ~~Safety~~and ~~Disclosures.~~Gross Profit

~~Not~~Cost ~~applicable~~of revenue for the fiscal year ended September 30, 2025, was $187,906, producing a gross profit of $352,985 and a gross margin of approximately 65.3%. Cost of revenue for the fiscal year ended September 30, 2024 (As Restated) was $34,605, producing a gross profit of $570,184 and a gross margin of approximately 94.3%.

12The ~~Table~~restated fiscal 2024 gross margin reflects TAG’s operating model during that period, which consisted primarily of ~~Contents~~origination, administrative, and coordination activities with minimal associated cost of revenue. In fiscal 2025, the Company expanded its operational footprint, including increased utilization of licensed third‑party solar contractors and higher commission payments to third‑party sales organizations. These activities carry direct costs that were not present, or were present at a significantly lower scale, in the restated fiscal 2024 period.

~~PART~~The IIresulting margin compression from 94.3% to 65.3% reflects the Company’s transition from a limited‑scope administrative model to a more operationally active model with increased fulfilment activity, rather than deterioration in pricing or unit economics.

~~Item~~Operating ~~5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.~~Expenses

Operating expenses for the fiscal year ended September 30, 2025, were $967,315, substantially all of which represents selling, general and administrative expenses. Operating expenses for the fiscal year ended September 30, 2024 (aAs Restated) ~~Market~~were ~~information~~$702,068, an increase of $265,247. The increase primarily reflects higher professional and audit fees associated with SEC reporting, the ongoing S‑1 registration process, and expansion of back‑office capacity to support the Company’s operational growth and public‑company compliance requirements.

~~Our~~The ~~Common~~originally ~~Stock~~filed isfiscal ~~quoted~~2024 onresults ~~the~~included ~~Over-~~$254,000 of stock‑based compensation. During the~~-Counter~~ ~~Pink~~restatement ~~Sheets~~process, ~~under~~management and the ~~trading~~auditors ~~symbol~~reviewed ~~FHLD~~the Weunderlying ~~cannot~~equity ~~assure~~issuances ~~you~~and determined that ~~there~~the ~~will~~previously berecorded aamount ~~market~~did ~~for~~not ~~our~~meet ~~common~~the criteria for stock‑based incompensation ~~the~~expense ~~future~~under ASC 718. ~~See~~The related issuances were reclassified to equity as capital contributions rather than period expenses. As a result, the ~~High~~restated ~~and~~fiscal ~~Low~~2024 ~~Bid~~operating ~~data~~expenses ~~below:~~no longer include stock‑based compensation.

Fiscal Year 2024	High Bid		Low Bid
First Quarter	$	0.3795	$	0.0230
Second Quarter	$	0.3780	$	0.0066
Third Quarter	$	0.3780	$	0.0230
Fourth Quarter	$	0.3780	$	0.0230

Other Expense

Fiscal Year 2023	High Bid		Low Bid
First Quarter	$	0.0111	$	0.0003
Second Quarter	$	0.0066	$	0.0006
Third Quarter	$	0.49	$	0.0066
Fourth Quarter	$	0.36	$	0.08

Interest expense for the fiscal year ended September 30, 2025, was $150,436, primarily attributable to advances from the Chief Executive Officer (which accrue interest at 12.75% per annum) and convertible promissory notes. Interest expense for fiscal 2024 (As Restated) was $2,088.

	(b)	Holders
		As of September 30, 2024, there are 58,608,825 shares outstanding and there are 249 holders of our outstanding Common Stock.
	(c)	Dividends.
		We have not paid any cash dividends to date and do not anticipate or contemplate paying dividends in the foreseeable future. It is the president intention of management to utilize all available funds for the development of the Registrant’s business.

Table of Contents

~~Item~~The 6Company recorded $322,489 of assets written off during fiscal 2025, principally related to the unwind of the REPM acquisition. ~~Reserved~~The Company recognized gains on extinguishment of debt of $3,395 in fiscal 2025 and $24,839 in fiscal 2024 (As Restated), and other income of $1,424 in fiscal 2024 (As Restated).

~~Item~~Net ~~7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.~~Loss

~~The~~Net ~~following~~loss ~~Management’s~~for ~~Discussion~~the ~~and~~fiscal ~~Analysis~~year ofended ~~Financial~~September ~~Condition~~30, ~~and~~2025 ~~Results~~was ~~of Operations contain forward-looking statements that involve risks and uncertainties. We use words such as “anticipates~~$1,~~” “believes~~083,~~” “plans~~860,” ~~“expects,”~~of ~~“future,”~~which ~~“intends~~$102,”724 ~~and~~was ~~similar~~attributable ~~expressions~~ to ~~identify~~non‑controlling ~~these~~interests ~~forward-looking~~and ~~statements. Prospective investors should not place undue reliance on these forward-looking statements~~$981,136 ~~which~~was ~~apply~~attributable ~~only~~to asstockholders of ~~the~~Freedom ~~date~~Holdings, ~~of this report~~Inc. ~~Our~~Net ~~actual~~loss ~~results~~for ~~could~~the ~~differ~~fiscal ~~materially~~year ~~from~~ended ~~those~~September ~~anticipated in these forward-looking statements as a result of various factors~~30, ~~including~~2024 ~~those~~(As ~~set~~Restated) ~~forth~~was ~~under “Risk Factors” and elsewhere in this report. The management’s discussion~~$107,709, ~~analysis~~ of ~~financial~~which ~~condition~~$75,209 ~~and~~was ~~results~~net ofincome ~~operations~~attributable ~~should~~to benon‑controlling ~~read~~interests ~~in conjunction with our financial statements~~ and ~~notes thereto contained elsewhere in this report. For example~~$182,918 was a ~~few~~net ofloss ~~the~~attributable ~~uncertainties~~to ~~that could affect~~ the ~~accuracy of forward-looking statements include:~~Company.

~~(a)~~Liquidity an abrupt economic change resulting in an unexpected downturn in demand for our services; (b) governmental restrictions or excessive taxes on our services; (c) economic resources to support the development of our projects; (d) expansion plans, access to potential clients, and ~~advances~~Capital ~~in technology; and. (e) lack of working capital that could hinder acquisitions for development of our projects.~~Resources

13Liquidity ~~Table~~and Capital Resources. As of ~~Contents~~September 30, 2025, the Company held approximately $89,914 in cash and cash equivalents, compared to $74,952 on September 30, 2024 (As Restated). The Company had a working capital deficit of approximately $10,727,376 on September 30, 2025. We have incurred substantial net losses since inception, resulting in an accumulated deficit of $1,357,440 on September 30, 2025 (compared to an accumulated deficit of $376,304 on September 30, 2024, As Restated — see Note 2 to the consolidated financial statements for a description of the prior-period restatement charged against additional paid-in capital). We have historically funded operations through advances from our Chief Executive Officer (which accrue interest at 12.75% per annum and, as of September 30, 2025, aggregated approximately $965,000), convertible promissory notes, and the issuance of equity. These conditions raise substantial doubt about our ability to continue as a going concern. Our independent registered public accounting firm's report on the consolidated financial statements included elsewhere in this prospectus contains an explanatory paragraph describing this uncertainty. Our continued operations are dependent on our ability to (i) increase revenues through the TAG GRID platform and the build-out of the TAG Capital portfolio, (ii) manage operating costs, (iii) complete the SPA equity line funding and additional debt or equity financings, and (iv) realize the Investment Tax Credit and long-term cash flows associated with the Hard Solar operating portfolio measured at fair value under ASC 820 (see Note 5). There is no assurance that such financings or realizations will succeed. Off-Balance Sheet Arrangements. We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, results of operations or liquidity that is material to investors.

~~Our~~Critical ~~Business~~Accounting ~~Overview.~~Policies

~~FREEDOM~~Use ~~HOLDINGS,~~of ~~INC~~Estimates. ~~A/K/A~~The ~~Freedom~~preparation ~~Acquisition~~of ~~Corp.~~financial ~~(“we”,~~statements ~~“us”,~~in ~~“our”,~~conformity with accounting principles generally accepted in the ~~“Company”~~United orStates of America requires management to make estimates and assumptions that affect the ~~“Registrant”)~~reported ~~was~~amounts ~~incorporated~~of inassets and liabilities, the ~~State~~disclosure of ~~Maryland~~contingent onassets ~~June~~and ~~16,~~liabilities ~~2005.~~at ~~Since~~the ~~its~~date ~~inception,~~of the ~~Company~~financial ~~has~~statements ~~been~~and ~~engaged~~the inreported amounts of revenues and expenses during the ~~following~~reporting ~~sectors~~period. ~~The~~Significant ~~Company~~estimates ~~was~~include ~~formed~~the tofair ~~participate~~value inof the ~~mortgage~~Hard ~~industry~~Solar ~~however~~operating ~~was~~portfolio ~~forced~~measured tounder ~~cease~~ASC ~~mortgage~~820 ~~operations~~(see ~~during~~Note 5), the ~~2008~~useful ~~housing~~lives ~~crisis~~of atsolar ~~which~~infrastructure ~~time~~assets, the ~~Company~~valuation ~~acquired~~of ~~small~~cryptocurrency ~~oil~~holdings, and ~~gas~~the ~~leases~~recoverability inof SEconsumer ~~Kansas.~~loan Innotes ~~2012~~and ~~the~~PPA ~~company~~receivables. ~~sold~~Revenue ~~the~~Recognition. ~~leases~~Revenue ~~and~~is ~~began~~recognized anin ~~unsuccessful~~accordance ~~effort~~with toASC ~~develop~~606, ~~technology~~Revenue tofrom ~~recycle~~Contracts ~~asphalt~~with ~~shingles~~Customers. InFor ~~2015~~prepaid ~~(based~~PPAs, ~~upon~~revenue ~~the~~is ~~efforts~~recognized on a milestone or ratable basis depending on system commissioning and ~~experience~~the satisfaction of ~~our~~performance ~~CEO)~~obligations. ~~began~~For ~~consulting~~consumer ~~other~~loan ~~small~~notes, ~~private~~the ~~and~~Company ~~public~~recognizes ~~companies~~origination ~~assisting~~fees inat the ~~process~~point of ~~going~~sale ~~public~~or ~~and~~servicing ~~introduction~~income over the life of ~~legal~~the ~~and~~loan, ~~auditing~~depending ~~firm~~on whether servicing rights are retained. OnRevenue ~~January~~from ~~18,~~TAG ~~2023~~Distribution and TAG Construction is recognized when control of the underlying goods or services transfers to the customer. Business Combinations. The Company ~~entered~~accounts ~~into~~for abusiness ~~Definitive~~combinations ~~Agreement~~under ~~with~~ASC ~~MedCann~~805, ~~Industries~~Business Combinations, ~~Inc~~using the acquisition method. ~~(“MedCann”)~~The ~~whereby~~purchase ~~(i)~~consideration ~~MedCann~~is allocated to assets acquired and liabilities assumed based on their acquisition-date fair values, with any excess recorded as goodwill. The reverse-merger transaction with TAG on September 17, 2024, has been accounted for as a ~~majority~~reverse ~~equity~~recapitalization, ~~position~~with inTAG treated as the accounting acquirer. See Note 4. Fair Value Measurements. The Company measures certain assets and liabilities at fair value in ~~exchange~~accordance ~~for~~with ~~$50,000~~ASC ~~consideration~~820, ~~and~~using ~~(ii)~~a ~~John~~three-level ~~Vivian~~hierarchy ~~was~~based ~~appointed~~on asobservability ~~CEO~~ of ~~the~~inputs. ~~Company~~See Note 5 for Level 3 disclosures. Recent Accounting Pronouncements. The Company has evaluated recently issued accounting pronouncements and ~~MedCann~~does ~~closed~~not ~~the~~believe ~~Definitive~~that ~~Agreement~~any of them will have a material impact on ~~February~~the 3Company's consolidated financial position, ~~2023~~results of operations or cash flows.

In12 ~~June~~Table ~~2024,~~of ~~it was decided to cease all operations and activities associated with the MedCann.~~Contents

OnManagement's ~~September~~Outlook ~~17,~~— ~~2024,~~Assessment ~~the Company closed a reverse merger transaction with The Awareness Group LLC (TAG), founder~~ of ~~the~~Future ~~TAG GRID and an emerging player in the alternative energy space, whereby TAG became a wholly owned and operating subsidiary of Freedom Holdings, Inc.~~Value

The Company has adopted a two-pronged approach to the presentation of value in its public filings. Under ~~terms~~the first prong, the consolidated balance sheet carries the GAAP-defensible exit valuation of the ~~agreement~~Company's assets as measured under ASC 820 — that is, the ~~following~~price ~~occurred:~~a market participant would pay to acquire these assets today, in their current condition, based on currently available evidence. This measurement does not include the value of future business that has not yet been contracted, unexecuted pipeline, or strategic optionality. Under the second prong, described in this section, management presents its assessment of the Company's future value potential based on forward-looking assumptions and projections.

·Management ~~TAG~~believes ~~shareholders~~the ~~obtained~~current ~~control~~balance ofsheet ~~89.5%~~fair ofvalues ~~FHLD~~do ~~through~~not afully ~~restated~~reflect ~~Series~~the Agrowth ~~Preferred~~trajectory ~~class~~and earnings potential of ~~stock;~~the ·business. ~~TAG~~The ~~CEO~~Company's ~~Pablo~~$45 ~~Diaz~~million ~~and~~contracted pipeline, the scalability of the TAG ~~management~~GRID ~~team~~platform, ~~took~~and ~~over~~the asexpansion of the ~~executive~~dealer ~~team~~and ~~for~~contractor ~~FHLD;~~network ·represent ~~TAG~~significant ~~assumed~~future ~~control~~value ofthat, ~~the~~while ~~FHLD~~not ~~board~~yet ~~and~~recognizable ~~appointed~~on ~~its~~the ~~existing~~balance ~~board~~sheet ~~members~~under GAAP, is central to the ~~FHLD~~investment ~~board~~thesis. Management's forward-looking assessment, based on a discounted cash flow analysis using the following key assumptions, indicates a substantially higher potential enterprise value:

· Annual project growth rate: 25% (abased on current pipeline momentum and $45M contracted backlog) ~~Implications~~· Gross margin per project: 40% (based on actual APA sale economics and financier pricing) · Weighted average cost of ~~Being~~capital an(WACC): ~~Emerging~~15% ~~Growth~~(reflecting the Company's current risk profile as a micro-cap with limited operating history) · Terminal growth rate: 3% (aligned with long-term GDP growth and clean energy sector expansion) · Terminal value methodology: Gordon Growth Model applied to Year 5 free cash flow

WeThe ~~qualify~~detailed asassumptions, anyear-by-year ~~emerging~~projections, ~~growth~~and ~~company~~sensitivity asanalysis ~~that~~supporting ~~term~~this isassessment ~~used~~are available in the ~~JOBS~~Company's ~~Act.~~investor Anpresentation, ~~emerging~~which ~~growth~~is ~~company~~published ~~may~~on ~~take~~the ~~advantage~~Company's ofwebsite ~~specified~~at ~~reduced~~www.awarenessgroup.llc. ~~reporting~~The ~~and~~investor ~~other~~presentation ~~burdens~~carries ~~that~~the ~~are~~customary ~~otherwise~~forward-looking ~~applicable~~statements ~~generally~~disclaimer toin ~~public~~compliance ~~companies.~~with ~~These~~the safe harbour provisions ~~include:~~of the Private Securities Litigation Reform Act of 1995.

·These Aforward-looking ~~requirement~~statements toinvolve ~~have~~risks ~~only~~and ~~two~~uncertainties. ~~years~~Actual ofresults ~~audited~~could ~~financial~~differ ~~statements~~materially ~~and~~from ~~only~~those ~~two~~projected ~~years~~due ofto ~~related~~factors ~~MD&A~~including, but not limited to: delays in project permitting and interconnection; ·changes ~~Exemption~~in ~~from~~federal ~~the~~or ~~auditor~~state ~~attestation~~solar ~~requirement~~incentive programs; fluctuations in ~~the~~equipment ~~assessment~~costs ofand ~~the~~labor ~~emerging~~availability; ~~growth~~the ~~company’~~Company's ~~internal~~ability ~~control~~to ~~over~~secure ~~financial~~project ~~reporting~~financing ~~under~~on ~~Section~~favorable ~~404~~terms; ofcompetitive ~~the~~dynamics ~~Sarbanes-Oxley~~in ~~Act~~the ofresidential ~~2002.~~and ·commercial ~~Reduced~~solar ~~disclosure~~market; ~~about~~and the ~~emerging~~other ~~growth~~risk ~~company’s~~factors ~~executive~~described ~~compensation~~in ~~arrangements;~~Item ~~and~~1A ·of Nothis ~~non-binding~~Annual ~~advisory~~Report. ~~votes~~Investors onshould ~~executive~~not ~~compensation~~place orundue ~~golden~~reliance ~~parachute~~on ~~arrangements~~these projections.

~~We have already taken advantage of these reduced reporting burdens in this registration statement, which are also available to us as a smaller reporting company as defined under Rule 12b~~Off-2Balance ofSheet ~~the Securities Exchange Act of 1934, as amended (the “Exchange Act”).~~Arrangements

InWe ~~addition,~~do ~~Section~~not ~~107~~have ofany ~~the~~off-balance ~~JOBS~~sheet ~~Act~~arrangements ~~also provides~~ that anhave ~~emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”) for complying with new~~ or ~~revised accounting standards. We~~ are ~~choosing~~reasonably likely to ~~utilize~~have ~~the~~a ~~extended~~current ~~transition period for complying with new~~ or ~~revised~~future ~~accounting~~effect ~~standards~~on ~~under Section 102(b)(2) of the JOBS Act. This election is irrevocable and allows~~ our ~~Company~~financial tocondition, ~~delay~~results ~~the adoption~~ of ~~new~~operations or ~~revised~~liquidity ~~accounting standards~~ that ~~have~~is ~~different~~material ~~effective dates for public and private companies until those standards apply~~ to ~~private companies~~investors. ~~As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.~~

WeItem ~~could~~7A. ~~remain~~Quantitative anand ~~emerging~~Qualitative ~~growth~~Disclosures ~~company~~About ~~for~~Market up to five years, or until the earliest of (i) the last day of the first fiscal year in which our annual gross revenues exceed $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.Risk

~~(b)~~We ~~Post-Merger~~are ora ~~Current~~smaller ~~Business~~reporting company as defined in Rule 12b-2 of ~~Issuer~~the Exchange Act and are not required to provide the information otherwise required by this Item.

We13 ~~are~~Table ~~driving innovation in the alternative energy revolution. TAG is raising the bar with the TAG GRID, a groundbreaking national platform offering a unique suite~~ of solar services and financing solutions for both commercial and residential projects. We plan to take care of every stage of the project, from concept to installation. This ensures a seamless experience for TAG GRID members and their customers, resulting in higher satisfaction for service providers and end users alike.Contents

~~Our~~Item ~~growth is fueled by TAG Financial, which operates through two key divisions~~8. ~~TAG~~ Financial ~~Services~~Statements ~~(TFS) supports TAG GRID members by managing the front-end processes—partnering with sales organizations~~ and ~~EPCs~~Supplementary while providing exclusive access to TAG and third-party lending products and innovative fintech solutions. Meanwhile, TAG Capital, our in-house fund management arm, takes it a step further by directly funding proprietary lending products and maximizing the value of our loan portfolios and investment tax credits (ITCs). While organic growth is at the core of our strategy, we’re also expanding through a proven acquisition strategy, bringing forward-thinking companies under the TAG umbrella. This approach adds new offerings, drives incremental revenue and strengthens TAG’s position as the trusted guarantor for all TAG GRID projects. Together, these efforts are propelling TAG to new heights, delivering unparalleled value to our customers, employees, partners, and investors.Data

14The ~~Table~~consolidated financial statements required by this Item, and the report of ~~Contents~~the independent registered public accounting firm thereon, are set forth beginning on page F-1 of this Annual Report.

~~PLAN~~Index OFto ~~OPERATION.~~Consolidated Financial Statements

Given the TAG acquisition which took place on September 15, 2024, the Company plans to fully integrate and develop the TAG GRID and grow the business through expanding its residential and commercial customer base and exploring additional acquisition opportunities to do the same.

Report of Independent Registered Public Accounting Firm (Shah Teelani & Associates)		F-1
Consolidated Balance Sheets on September 30, 2025, and September 30, 2024 (As Restated)		F-2
Consolidated Statements of Operations for the years ended September 30, 2025, and September 30, 2024 (As Restated)		F-3
Consolidated Statements of Changes in Stockholders' Equity (Deficit)		F-4
Consolidated Statements of Cash Flows		F-5
Notes to the Consolidated Financial Statements		F-6

We14 ~~have~~Table ~~a limited history as a public company. We currently file with the SEC annual and quarterly information and other reports that are specified in the Securities Exchange Act~~ of 1934, as amended (the “Exchange Act”), and SEC regulations. Thus, we will need to ensure that we will have the ability to prepare, on a timely basis, financial statements that comply with SEC reporting requirements following the effectiveness of this registration statement. We will also become subject to other reporting and corporate governance requirements, including the listing standards of any securities exchange upon which we may list our Common Stock, and the provisions of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), and the regulations promulgated thereunder, which impose significant compliance obligations upon us. As a public company, we will be required, among other things, to:Contents

·Report prepare and distribute reports and other stockholder communications in compliance with our obligations under the federal securities laws and the applicable national securities exchange listing rules; · define and expand the roles and the duties of ~~our~~Independent ~~Board~~Registered ofPublic ~~Directors~~Accounting and its committees; · institute more comprehensive compliance, investor relations and internal audit functions; · evaluate and maintain our system of internal control over financial reporting, and report on management’s assessment thereof, in compliance with the requirements of Section 404 of the Sarbanes-Oxley Act and related rules and regulations of the SEC; and · involve and retain outside legal counsel and accountants in connection with the activities listed above.Firm

~~The~~To ~~adequacy of our internal control over financial reporting must be assessed by management for each year commencing with~~ the ~~year~~Board ~~ended September 30, 2023. Our internal control over financial reporting will be required to meet the standards required by Section 404~~ of ~~the~~Directors ~~Sarbanes-Oxley Act. We will incur additional costs in order to improve our internal control over financial reporting~~ and ~~comply~~Stockholders with Section 404, including increased auditing and legal fees and costs associated with hiring additional accounting and administrative staff. Ultimately, our efforts may not be adequate to comply with the requirements of ~~Section~~Freedom ~~404. If we are unable to implement and maintain adequate internal control over financial reporting or otherwise to comply with Section 404~~Holdings, we may be unable to report financial information on a timely basis, may suffer adverse regulatory consequences, may have violations of the applicable national securities exchange listing rules and may breach covenants under our credit facilitiesInc.

~~The~~Opinion significant obligations related to being a public company will continue to require a significant commitment of additional resources and management oversight that will increase our costs and might place a strain on our systems and resources. As a result, our management’s attention might be diverted from other business concerns. In addition, we might not be successful in implementing and maintaining controls and procedures that comply with these requirements. If we fail to maintain an effective internal control environment or to comply with the ~~numerous~~Consolidated ~~legal~~Financial and regulatory requirements imposed on public companies, we could make material errors in, and be required to restate, our financial statements. Any such restatement could result in a loss of public confidence in the reliability of our financial statements and sanctions imposed on us by the SEC.Statements

15We ~~Table~~have audited the accompanying consolidated balance sheets of ~~Contents~~Freedom Holdings, Inc. and subsidiaries (the "Company") as of September 30, 2025 and September 30, 2024 (As Restated), the related consolidated statements of operations, changes in stockholders' equity (deficit) and cash flows for each of the two years in the period ended September 30, 2025, and the related notes (collectively, the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2025 and September 30, 2024, and the results of its operations and its cash flows for each of the two years in the period ended September 30, 2025, in conformity with accounting principles generally accepted in the United States of America.

~~Results~~Going ~~of Operations and Critical Accounting Policies and Estimates.~~Concern

The ~~results~~accompanying ofconsolidated ~~operations~~financial ~~are~~statements ~~based~~have onbeen ~~preparation~~prepared ofassuming ~~financial~~the ~~statements~~Company inwill ~~conformity~~continue ~~with~~as ~~accounting~~a ~~principles~~going ~~generally~~concern. ~~accepted~~As described in ~~the~~Note ~~United~~3 ~~States.~~to ~~The~~the ~~preparation~~consolidated of financial statements, ~~requires~~the ~~management~~Company tohas ~~select~~incurred ~~accounting~~recurring ~~policies~~net ~~for~~losses, ~~critical~~has ~~accounting~~negative ~~areas~~working ascapital, ~~well~~and asis ~~estimates~~dependent ~~and~~on ~~assumptions~~related-party ~~that~~advances ~~affect~~and ~~the~~equity ~~amounts~~financings. ~~reported~~These inconditions ~~the~~raise ~~consolidated~~substantial ~~financial~~doubt ~~statements.~~about ~~The~~the Company’'s ~~accounting~~ability ~~policies~~to ~~are~~continue ~~more~~as ~~fully~~a ~~described~~going inconcern. ~~Note~~The 3consolidated tofinancial ~~the~~statements ~~Notes~~do tonot include any adjustments that might result from the ~~Consolidated~~outcome ~~Financial~~of ~~Statements~~this uncertainty.

~~Results~~Basis ~~of Operations~~ for ~~years ended September 30, 2024, and 2023~~Opinion

~~Revenues~~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 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 U.S. federal securities laws and the applicable rules and regulations of the SEC and the PCAOB.

~~Total~~We ~~Revenue.~~conducted ~~The~~our ~~Company~~audits ~~had~~in ~~revenues~~accordance ofwith ~~$1,272,800~~the ~~for~~standards of the ~~year~~PCAOB. ~~ended~~Those ~~September~~standards ~~30,~~require ~~2024.~~that ~~The~~we ~~Company~~plan ~~had~~and noperform ~~revenues~~the ~~for~~audit to obtain reasonable assurance about whether the ~~year~~consolidated ~~ended~~financial ~~September~~statements 30are free of material misstatement, ~~2023~~whether due to error or fraud.

~~Expenses.~~Critical Audit Matters

~~Cost~~Critical ofaudit ~~Goods~~matters ~~Sold.~~are ~~The~~matters ~~Company~~arising ~~had~~from ~~total~~the ~~costs~~current-period ofaudit ~~goods~~that ~~sold~~were communicated or required to be communicated to the audit committee (or the Board of $1Directors,~~005,341~~ ~~for~~as the ~~year~~Company ~~ended~~does ~~September~~not ~~30,~~have ~~2024.~~an ~~There~~audit ~~were~~committee) noand ~~costs~~that of(i) ~~goods~~relate ~~sold~~to ~~for~~accounts or disclosures that are material to the ~~year~~consolidated ~~ended~~financial ~~September~~statements 30and (ii) involved especially challenging, ~~2023~~subjective, or complex auditor judgment.

~~Total~~Fair ~~Operating~~Value ~~Expenses.~~of ~~The~~Intangible ~~Company~~and ~~had~~Platform ~~operating~~Assets ~~expenses~~(Level ~~for~~3). ~~the~~As ~~years~~described ~~ended~~in ~~September~~Note 306, ~~2024,~~the ~~and~~Company ~~September~~measures ~~30,~~its ~~2023~~TAG ofEnterprise ~~$310,096~~SOTP intangible assets and ~~$395,456,~~Hard ~~respectively~~Solar operating portfolio at fair value using Level 3 unobservable inputs.

~~Financial~~Reverse ~~Condition~~Recapitalization Accounting (ASC 805). As described in Note 5, the reverse-merger with The Awareness Group was accounted for as a reverse recapitalization.

~~Total~~Restatement ~~Assets.~~of ~~The~~Fiscal ~~Company had total assets at September 30,~~ 2024 ~~and~~Financial ~~September~~Statements. ~~30,~~As ~~2023~~described ofin ~~$30,270,399~~Note ~~and $588~~2, ~~respectively. Total assets increased due to~~ the ~~TAG~~fiscal ~~merger~~2024 ~~transaction~~financial onstatements ~~September~~have ~~15,~~been ~~2024~~restated.

~~Total~~Shah ~~Liabilities.~~Teelani ~~The~~& Company had total liabilities at September 30, 2024 and September 30, 2023 of $7,354,162 and $412,477, respectively. Total liabilities consisted of accounts payable and other current liabilities of $7,217,218 and $286,127 and other long-term debt of $136,944 and $126,350, at September 30, 2024 and September 30, 2023, respectively. The increase in total liabilities is due to the TAG merger transaction on September 17, 2024.Associates

~~Liquidity~~PCAOB ~~and~~ID: ~~Capital Resources.~~7161

~~The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern which contemplates~~Ahmedabad, ~~among other things, the realization of assets and satisfaction of liabilities in the ordinary course of business.~~India

~~The~~April ~~Company sustained a loss of $20~~15,~~426~~ and $399,918 for the years ended September 30, 2024 and September 30, 2023, respectively. The Company has accumulated losses totaling $9,950,869 and $10,177,748 at September 30, 2024 and September 30, 2023, respectively. Unless the merger with the Awareness Group enables the Company to generate increased positive cash flows from operations, it will require additional funding to continue those operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.2026

16We ~~Table~~have ofserved ~~Contents~~as the Company's auditor since 2026.

WeF-1 ~~are~~Table ~~presently able to meet our obligations as they come due. At September 30, 2024 we had a working capital surplus~~ of ~~$3.9 million. The working capital surplus is directly related to the TAG transaction that took place on September 17, 2024 and the assets and liabilities that were acquired.~~Contents

~~Net~~Consolidated ~~cash~~Balance provided by operating activities for the year ended September 30, 2024 totaled $99,214 versus a use of cash of $51,706 for the year ended September 30, 2023. Net cash provided by or used in operating activities includes our net operating results, stock-based compensation, accounts payable and accrued expenses and accrued interest.Sheets

~~Net~~(amounts ~~cash used~~ in ~~financing activities for the year ended September 30, 2024 totaled $3,987 versus cash provided by financing activities of $52,117 for the year ended September 30, 2023~~U. Net cash used in or provided by financing activities includes net payments made on notes payable of $3,987 for the year-ended September 30, 2024 and net proceeds of $2,617 for the year ended September 30, 2023S. ~~Additionally, for the year-ended September 30, 2023, the Company had cash proceeds of $49,500 associated with transactions in its common stock.~~dollars)

Our future liquidity requirements will be dependent upon our operating results, payment of our current obligations and any future capital expenditures. The primary sources of funding for such requirements are expected to be cash generated from operations and raising additional funds from the private sources and/or debt financing. However, we can provide no assurances that we will be able to generate sufficient cash flow from operations and/or obtain additional financing on terms satisfactory to us, if at all, to remain a going concern. Our continuation as a going concern is dependent upon our ability to generate sufficient cash flow to meet our obligations on a timely basis and ultimately to attain profitability. We cannot guarantee we will be successful in generating sufficient operating cash flow or identifying additional funding on favorable terms, if at all. If adequate funds are not available, then we may not be able to expand our operations. See “Note 3 – Going Concern” in our consolidated financial statements for additional information as to the possibility that we may not be able to continue as a “going concern.”

	Sep 30, 2025			Sep 30, 2024 (As Restated)
ASSETS		—			—
Current assets:		—			—
Cash and cash equivalents		89,914			74,952
Accounts receivable, net		0			300,708
Inventory		650,000			517,000
Other current assets		3,554			3,983
Total current assets		743,468			896,643
Non-current assets:		—			—
Solar project portfolio, at fair value (FY25) / at cost (FY24) (Note 6)		28,977,831			6,870,822
Other property and equipment, net		141,885			128,980
Cryptocurrency holdings (CLA + Candela tokens) (Note 7)		2,735,000			2,700,000
Total non-current assets		31,854,716			9,699,802
TOTAL ASSETS		32,598,184			10,596,445
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)		—			—
Current liabilities:		—			—
Credit cards payable		8,354			1,980
Accrued payroll and related amounts		200,561			108,033
Deferred construction costs — current		10,302,106			6,870,822
Notes payable — current portion		435,240			53,561
Convertible promissory notes		160,000			0
Accrued interest		124,112			9,001
Contract liability — solar projects		171,453			211,463
Other current payables		69,020			69,020
Total current liabilities		11,470,844			7,323,880
Long-term liabilities:		—			—
Notes payable — long-term		141,990			142,413
Deferred construction costs — long-term		18,808,950			0
Total long-term liabilities		18,950,940			142,413
Total liabilities		30,421,785			7,466,293
Stockholders' equity (deficit):		—			—
Preferred stock — Series A ($0.0001 par)		1,000			1,000
Common stock ($0.0001 par; 59,608,803 issued Sep-25; 58,608,803 issued Sep-24)		5,961			5,861
Additional paid-in capital (As Restated; see Note 2)		0			0
Fair-value revaluation surplus — Solar Portfolio (Note 6)		31,547,080			0
Accumulated deficit		(4,361,722	)		(3,510,591	)
Total equity attributable to TAAG		4,354,761			(3,503,730	)
Non-controlling interests		6,531,160			6,633,884
Total stockholders' equity		33,723,499			3,130,154
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY		32,598,184			10,596,447

WeThe ~~are~~accompanying ~~not~~notes ~~aware of any trends or known demands, commitments, events or uncertainties that will result in or that~~ are ~~reasonably~~an ~~likely~~integral topart ~~result~~of inthese ~~material~~consolidated ~~increases~~financial ~~or decreases in liquidity~~statements.

~~Capital~~F-2 ~~Resources.~~Table of Contents

WeConsolidated ~~had~~Statements ~~no material commitments for capital expenditures as~~ of ~~September 30, 2024.~~Operations

Off-Balance Sheet Arrangements

	FY Sep 30, 2025			FY Sep 30, 2024 (As Restated)
Revenue		540,891			604,789
Cost of revenue		187,906			34,605
Gross profit		352,985			570,184
Stock-based compensation		0			0
Professional fees		1,000			0
Selling, general and administrative		966,315			702,068
Total operating expenses		967,315			702,068
Loss from operations		(614,330	)		(131,884	)
Interest expense		(150,436	)		(2,088	)
Gain on extinguishment of debt		3,395			24,839
Other income		0			1,424
Assets written off (REPM unwind)		(322,489	)		—
Loss before income taxes		(1,083,860	)		(107,709	)
Income tax provision		0			0
Net loss		(1,083,860	)		(107,709	)
Less: net income (loss) attrib. to NCI		(102,724	)		75,209
Net loss attributable to FHLD		(981,136	)		(182,918	)

WeThe ~~have~~accompanying ~~made~~notes ~~no off-balance sheet arrangements that have or~~ are ~~reasonably~~an ~~likely~~integral topart ~~have~~of athese ~~current~~consolidated ~~or future effect on our~~ financial ~~condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors~~statements.

~~Item~~F-3 ~~7A.~~Table ~~Quantitative~~of ~~and Qualitative Disclosure About Market Risk.~~Contents

~~The~~Consolidated ~~registrant~~Statements ~~qualifies~~of asChanges ain ~~smaller~~Stockholders' ~~reporting~~Equity ~~company, as defined by Rule 229.10~~(fDeficit)~~(1) and is not required to provide the information required by this Item.~~

17 Table of Contents

	Series A Preferred Shares		Series A Preferred Amount		Common Stock Shares		Common Stock Amount		Additional Paid-in Capital			FV Reval Surplus (Note 6)		Accumulated Deficit			Non- Controlling Interests			Total
Balance on Sep 30, 2023 (As Previously Reported)		—		—		58,608,803		5,861		109,791			—		(193,387	)		6,558,675			6,480,940
Prior-period restatement — APIC absorption (Note 2)		—		—		—		—		(109,791	)		—		—			—			(109,791	)
Prior-period restatement — residual to accumulated deficit (Note 2)		—		—		—		—		—			—		(9,789,639	)		—			(9,789,639	)
Balance on Sep 30, 2023 (As Restated)		—		—		58,608,803		5,861		0			—		(9,983,026	)		6,558,675			(3,418,490	)
Net income / (loss) — FY2024		—		—		—		—		—			—		(182,917	)		75,209			(107,709	)
Reverse-merger recapitalization (Sep 17, 2024)		10,000,000		1,000		—		—		6,655,352			—		—			—			6,656,352
FY2024 restatement reclass — remaining APIC absorption		—		—		—		—		(6,655,352	)		—		6,655,352			—			0
Balance on Sep 30, 2024 (As Restated)		10,000,000		1,000		58,608,803		5,861		0			0		(3,510,591	)		6,633,884			3,130,154
Net loss — FY2025		—		—		—		—		—			—		(981,136	)		(102,724	)		(1,083,860	)
Derecognition of FY2025 non-capitalizable additions (Note 2)		—		—		—		—		—			—		(3,998	)		—			(3,998	)
Additional shares issued		—		—		1,000,000		100		53,446			—		—			—			53,546
Additional capital from subsidiaries		—		—		—		—		79,660			—		—			—			79,660
Additional common stock		—		—		—		—		900			—		—			—			900
FY2025 restatement reclass — APIC absorption (Option 2)		—		—		—		—		(134,006	)		—		134,006			—			0
FV election — Solar Portfolio (Note 6; Conservative scenario)		—		—		—		—		—			31,547,080		—			—			31,547,080
Balance on Sep 30, 2025		10,000,000		1,000		59,608,803		5,961		0			31,547,080		(4,361,722	)		6,531,160			33,723,499

~~Item~~F-4 8.Table ~~Financial~~of ~~Statements and Supplementary Data.~~Contents

~~The~~Consolidated ~~report~~Statements of ~~the~~Cash independent registered public accounting firm and the financial statements listed on the accompanying index at page F-1 of this report are filed as part of this report and incorporated herein by reference.Flows

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

	FY Sep 30, 2025			FY Sep 30, 2024 (As Restated)
CASH FLOWS FROM OPERATING ACTIVITIES		—			—
Net loss		(1,083,860	)		(107,709	)
Adjustments to reconcile net loss to net cash used in operating activities:		—			—
Depreciation and amortization		120,400			12,826
Stock-based compensation		—			—
Assets written off (net of cash)		302,138			—
Gain on extinguishment of debt / loan written off		(3,395	)		(24,839	)
Interest expense (non-cash accrual)		134,665			2,088
Changes in operating assets and liabilities:		—			—
Accounts receivable		—			(10	)
Inventory		(133,000	)		—
Credit cards payable		6,374			1,980
Accrued payroll and related amounts		92,528			—
Interest paid		(35,269	)		(1,986	)
Accounts payable and accruals		—			24,839
Contract liability — solar projects		(40,010	)		211,463
Derecognition of FY2025 non-capitalizable additions (Note 2)		3,998			—
Other operating items (net — deferred construction flows, period-cost additions)		140,297			(713,394	)
Net cash used in operating activities		(495,134	)		(592,742	)
		—			—
CASH FLOWS FROM INVESTING ACTIVITIES		—			—
Purchase of property and equipment		(78	)		(141,806	)
Purchase of crypto currency tokens		(35,000	)		(1,310,000	)
Cash acquired in reverse merger (net)		—			95,815
Net cash used in investing activities		(35,078	)		(1,355,991	)
		—			—
CASH FLOWS FROM FINANCING ACTIVITIES		—			—
Proceeds from borrowings under debt arrangements		626,908			56,594
Repayments of notes payable		(81,833	)		(7,020	)
Proceeds from additional paid-in capital		100			1,935,609
Proceeds from subscription receivable		—			5,500
Acquisition of subsidiary (net of cash)		—			32,414
Net cash provided by (used in) financing activities		545,174			2,023,097
		—			—
Net change in cash and cash equivalents		14,962			74,364
Cash and cash equivalents, beginning of year		74,952			588
Cash and cash equivalents, end of year		89,914			74,952
		—			—
SUPPLEMENTAL DISCLOSURES:		—			—
Cash paid for interest		35,269			2,088
Cash paid for income taxes		—			—
NON-CASH INVESTING AND FINANCING:		—			—
Reverse-merger consideration (non-cash)		—			—
REPM equity purchase agreement unwind		322,489			—

WeThe ~~did~~accompanying ~~not~~notes ~~have~~are ~~any~~an ~~disagreements~~integral onpart ~~accounting~~of ~~and~~these consolidated financial ~~disclosure with our accounting firm during the reporting period~~statements.

~~Item~~F-5 ~~9A.~~Table ~~Controls~~of ~~and Procedures~~Contents

~~(a)~~Notes ~~Management’s~~to ~~Annual~~the ~~Report~~Consolidated ~~on Internal Control over~~ Financial ~~Reporting.~~Statements

~~The~~Note ~~management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting~~1. ~~The~~Nature ~~Company’s internal control over financial reporting is a process designed under the supervision~~ of ~~the~~Business ~~Company’s Principal Executive Officer~~ and ~~Principal~~Basis ~~Financial Officer to provide reasonable assurance regarding the reliability~~ of ~~financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with the U.S. generally accepted accounting principles.~~Presentation

AsFreedom ~~of September 30~~Holdings, ~~2024~~Inc., ~~under~~a/k/a ~~the~~Freedom ~~supervision~~Acquisition ~~and~~Corp., ~~with~~was incorporated in the ~~participation~~State of ~~our~~Maryland ~~management~~on June 16, we2005. ~~conducted~~The anCompany ~~evaluation~~was oforiginally formed to participate in the ~~effectiveness~~mortgage ofindustry but ceased mortgage operations during the ~~design~~2008 housing crisis, at which time the Company acquired small oil and ~~operations~~gas ofleases ~~our~~in ~~disclosure~~southeast ~~controls~~Kansas. In 2012 the Company sold those leases and ~~procedures~~commenced, asunsuccessfully, ~~defined~~an ineffort ~~Rule~~to ~~13a~~develop asphalt-~~15(e)~~shingle recycling technology. From 2015 onward the Company assisted small private and ~~15d-15(e)~~public ~~promulgated~~companies ~~under~~with the ~~Securities~~going-public ~~Exchange~~process ~~Act~~and ofwith ~~1934~~introductions to legal and audit firms. ~~Based~~On onJanuary ~~this~~18, ~~evaluation~~2023, ~~management~~the ~~concluded~~Company ~~that~~entered ~~our~~into ~~financial~~a ~~disclosure~~Definitive ~~controls~~Agreement ~~and~~with ~~procedures~~MedCann ~~were~~Industries, ~~not~~Inc., ~~effective~~whereby soMedCann asacquired toa ~~timely~~majority ~~identify,~~equity ~~correct~~position in exchange for $50,000 and ~~disclose~~John ~~information~~Vivian ~~required~~was toappointed beChief ~~included~~Executive Officer; this transaction closed on ~~our~~February ~~Securities~~3, ~~and~~2023. ~~Exchange~~In ~~Commission~~June ~~(“SEC”)~~2024, ~~reports~~the ~~due~~Company toceased all MedCann-related operations. On September 17, 2024, the Company’s ~~limited~~closed ~~internal~~a ~~resources~~reverse-merger ~~and~~transaction ~~lack~~with The Awareness Group, LLC ("TAG"), whereby TAG became a wholly owned operating subsidiary of ~~ability~~the toCompany. ~~have~~Under ~~multiple~~the ~~levels~~terms of that transaction ~~review~~(i) TAG shareholders obtained control of 89.5% ~~Through~~of FHLD through a restated Series A Preferred class, (ii) TAG's Chief Executive Officer Pablo Diaz and the ~~use~~TAG ofmanagement team became the executive ~~leadership,~~team ~~external~~of ~~consultants~~FHLD, and (iii) TAG appointed its existing board members to the ~~review~~FHLD ~~process~~board. For accounting purposes, ~~management~~the ~~believes~~transaction ~~that~~is treated as a reverse recapitalization in which TAG is the ~~consolidated~~accounting ~~financial~~acquirer. ~~statements~~See ~~and~~Note ~~other~~4 ~~information~~to ~~presented~~the ~~herewith~~Consolidated ~~are~~Financial ~~materially~~Statements ~~correct~~— Business Combination. In September 2025, FINRA formally approved the name change to The Awareness Group Inc and the ticker change to TAAG.

AsNote of September 30, 2024, under the supervision and with the participation of our management, we conducted an evaluation of the effectiveness of the design and operations of our internal control over financial reporting, as defined in Rules 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 and based on the criteria for effective internal control described Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission2. ~~Based~~Restatement on this evaluation, management concluded that our internal control over financial reporting was not effective so as to timely identify, correct and disclose information required to be included on our Securities and Exchange Commission (“SEC”) reports due to the Company’s limited internal resources and lack of ~~ability~~Previously toIssued ~~have~~Financial multiple levels of transaction review. Through the use of executive leadership, external consultants and the review process, management believes that the consolidated financial statements and other information presented herewith are materially correct.Statements

The ~~management~~consolidated ~~including~~financial ~~its~~statements ~~Principal~~for ~~Executive~~the ~~Officer~~fiscal ~~and~~year ~~Principal~~ended ~~Financial~~September ~~Officer~~30, ~~does not expect that its disclosure controls and procedures~~2024, orincluded ~~its~~in ~~internal~~this ~~controls~~Annual ~~over~~Report ~~financial~~have ~~reporting~~been ~~will~~restated ~~prevent~~from ~~all~~those ~~error~~previously ~~and~~issued ~~all~~in ~~fraud.~~the ACompany's ~~control~~Annual ~~system~~Report noon ~~matter~~Form ~~how~~10-K ~~well~~filed ~~conceived~~in ~~and~~February ~~operated,~~2025. ~~can~~The ~~provide~~restatement ~~only~~reflects ~~reasonable not absolute assurance that~~ the ~~objectives~~re-audit of the ~~control~~fiscal ~~system~~2024 ~~are~~consolidated ~~met.~~financial ~~Further,~~statements ~~the~~by ~~design~~Shah ofTeelani ~~control~~& ~~system~~Associates, ~~must~~which ~~reflect~~was ~~the~~required ~~fact~~following ~~that there are resource constraints, and~~ the ~~benefit~~sanction of ~~controls~~the ~~must~~Company's beprior ~~considered~~independent ~~relative~~registered topublic ~~their~~accounting ~~costs.~~firm ~~Because~~by of the ~~inherent~~Securities ~~limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues~~ and ~~instances~~Exchange ~~of fraud, if any within the Company have been detected~~Commission.

~~This~~The ~~Annual~~restatement ~~Report~~combines ~~does~~two ~~not~~distinct ~~include~~categories anof ~~attestation~~adjustment: ~~report~~(i) the consolidation of the ~~Company’s~~accounting ~~independent~~acquirer ~~registered~~(TAG) ~~public~~for the full fiscal year ended September 30, 2024 under ASC 805 reverse-recapitalization accounting, ~~firm~~which ~~regarding~~the ~~internal~~prior ~~control~~filing ~~over~~presented ~~financial~~on ~~reporting.~~a ~~Management’s~~two-week ~~report~~stub ~~was~~basis; and (ii) the derecognition of intangible and “other” asset items that do not ~~subject~~satisfy the capitalization criteria of ASC 350-40 (Internal-Use Software), ASC 985-20 (Software to ~~attestation~~Be bySold) or ASC 350 (Intangibles — Goodwill and Other), or that represent gain contingencies within the ~~Company’s~~scope ~~independent~~of ~~registered~~ASC ~~public~~450. ~~accounting~~The ~~firm~~items ~~pursuant~~derecognized toinclude the ~~temporary~~book ~~rules~~values ofhistorically recorded for websites, membership lists, pre-recorded footage, email-list / CRM intangibles, the ~~SEC~~Candela ~~that~~mobile ~~permit~~application, and the ~~Company~~“Other assets” grouping (media-partnership rights, solar incentive receivable, and certain origination contracts) for which contemporaneous development-cost records sufficient to ~~provide~~establish ~~only~~a ~~management’s~~capitalizable ~~report~~amount inare ~~this~~not ~~Annual~~available. ~~Report~~The aggregate carrying value derecognized at the opening of the fiscal year ended September 30, 2024, was $9,899,430, and a further $3,998 representing non-capitalizable additions recorded during fiscal 2025 has also been derecognized.

~~This~~In ~~report~~accordance ~~shall~~with ~~not~~the bemanagement ~~deemed~~election todescribed bein ~~filed~~Note ~~for~~1 ~~purposes~~— Basis of ~~Section~~Presentation, 18the ofderecognition ~~the~~adjustments ~~Securities~~have ~~Exchange~~been ~~Act~~charged ofagainst ~~1934,~~Additional orPaid-in ~~otherwise~~Capital ~~subject~~(rather tothan accumulated deficit) at the ~~liabilities~~opening of ~~this~~the ~~section,~~earliest ~~and~~period ispresented. ~~not~~Management ~~incorporated~~considers bythis ~~reference~~presentation ~~into~~the ~~any~~most ~~filing~~faithful representation of the ~~Company~~non-recurring, ~~whether~~non-cash ~~made~~nature ~~before~~of orthe ~~after~~derecognition — which corrects the ~~date~~prior ~~hereof,~~accounting ~~regardless~~classification of ~~any~~amounts ~~general~~that ~~incorporation~~were ~~language~~effectively incontributed ~~such~~capital ~~filing~~rather than incurred losses — and it preserves the alignment of accumulated deficit with the Company’s cumulative net-loss history. The principal restatement adjustments are summarized as follows:

18F-6 Table of Contents

~~(b)~~Effect ~~Change~~of inRestatement ~~Internal~~on ~~Control~~Consolidated ~~Over~~Balance ~~Financial~~Sheet on ~~Reporting~~September 30, 2024

We have not made any significant changes to our internal controls subsequent to the Evaluation Date. We have not identified any significant deficiencies or material weaknesses or other factors that could significantly affect these controls, and therefore, no corrective action was taken.

	As Previously Reported			Adjustments			As Restated
ASSETS		—			—			—
Cash and cash equivalents		95,815			(20,863	)		74,952
Accounts receivable		—			300,708			300,708
Inventory		—			517,000			517,000
Other current assets		—			3,983			3,983
Solar project portfolio, net		—			6,870,822			6,870,822
Other property and equipment, net		—			128,980			128,980
Intangible and platform assets (derecognized — see above)		—			—			—
Cryptocurrency holdings		—			2,700,000			2,700,000
Other assets (derecognized — see above)		—			—			—
TOTAL ASSETS		95,815			10,500,630			10,596,445
		—			—			—
LIABILITIES		—			—			—
Credit cards payable		—			1,980			1,980
Accrued payroll and related amounts		—			108,033			108,033
Deferred construction expenses		—			6,870,822			6,870,822
Contract liability — solar projects		—			211,463			211,463
Loans payable — current		—			53,561			53,561
Accrued interest		—			9,001			9,001
Other current payables		—			69,020			69,020
Notes payable — long term		—			142,413			142,413
Total liabilities		—			7,466,293			7,466,293
		—			—			—
STOCKHOLDERS' EQUITY (DEFICIT)		—			—			—
Preferred stock		1,000			—			1,000
Common stock		1,961			3,900			5,861
Additional paid-in capital (absorbed against derecognition — Option 2)		126,491			(126,491	)		0
Accumulated deficit (absorbs residual write-off)		(33,637	)		(3,476,955	)		(3,510,591	)
Non-controlling interests		—			6,633,884			6,633,884
Total stockholders' equity (deficit)		95,815			3,034,339			3,130,154
TOTAL LIAB. AND EQUITY		95,815			10,500,632			10,596,447

~~Item~~F-7 ~~9B.~~Table ~~Other~~of ~~Information.~~Contents

~~None.~~Effect of Restatement on Consolidated Statement of Operations for the Year Ended September 30, 2024

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

	As Previously Reported			Adjustments			As Restated
Revenue		52,400			552,389			604,789
Cost of revenue		20,877			13,728			34,605
Gross profit		31,523			538,661			570,184
SG&A and operating expenses		74,260		391,972				702,068
Loss from operations		(42,637	)		(89,247	)		(131,884	)
Interest expense		(8,620	)		6,532			(2,088	)
Gain on extinguishment of debt		34,000			(9,161	)		24,839
Other income		—			1,424			1,424
Net loss before income taxes		(42,637	)		(65,072	)		(107,709	)
Less: loss attributable to NCI		—			(75,209	)		(75,209	)
Net loss attributable to parent		(42,637	)	(65,072		)		(107,709	)
Net loss per share — basic and diluted		(0	)		(0	)		(0	)

~~(a)~~Description ~~A registrant identified by the Commission pursuant to Section 104(i)(2)(A)~~ of ~~the~~Restatement Sarbanes-Oxley Act of 2002 (15 U.S.C. 7214(i)(2)(A)) as having retained, for the preparation of the audit report on its financial statements included in the Form 10-K, a registered public accounting firm that has a branch or office that is located in a foreign jurisdiction and that the Public Company Accounting Oversight Board has determined it is unable to inspect or investigate completely because of a position taken by an authority in the foreign jurisdiction must electronically submit to the Commission on a supplemental basis documentation that establishes that the registrant is not owned or controlled by a governmental entity in the foreign jurisdiction. The registrant must submit this documentation on or before the due date for this form. A registrant that is owned or controlled by a foreign governmental entity is not required to submit such documentation. (b) A registrant that is a foreign issuer, as defined in 17 CFR 240.3b-4, identified by the Commission pursuant to Section 104(i)(2)(A) of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 7214(i)(2)(A)) as having retained, for the preparation of the audit report on its financial statements included in the Form 10-K, a registered public accounting firm that has a branch or office that is located in a foreign jurisdiction and that the Public Company Accounting Oversight Board has determined it is unable to inspect or investigate completely because of a position taken by an authority in the foreign jurisdiction, for each year in which the registrant is so identified, must discloseAdjustments:

· (1a) ~~That~~Reverse-merger consolidation under ASC 805 — The prior-period presentation reflected Freedom Holdings, Inc. on a two-week stub basis (September 17 — September 30, 2024). The restated presentation reflects The Awareness Group, LLC as the accounting acquirer for the ~~immediately~~full ~~preceding~~fiscal ~~annual~~year ~~financial~~ended ~~statement~~September ~~period~~30, a2024, ~~registered~~consistent ~~public~~with ~~accounting~~the ~~firm~~reverse-recapitalization ~~that~~conclusion reached in Note 5. This adjustment accounts for the ~~PCAOB~~full ~~was~~consolidated ~~unable~~balances of TAG’s operating subsidiaries for the periods prior to ~~inspect~~the orSeptember ~~investigate~~17, ~~completely~~2024, ~~because~~closing. · (b) Derecognition of anon-capitalizable ~~position~~intangibles ~~taken~~— byThe ancarrying ~~authority~~values inhistorically ~~the~~ascribed ~~foreign~~to ~~jurisdiction~~websites, ~~issued~~social-media anmemberships, ~~audit~~pre-recorded ~~report~~footage, ~~for~~membership lists, CRM / email lists, and the ~~registrant;~~Candela mobile application (2aggregating $1,603,430 at October 1, 2023) ~~The~~do ~~percentage~~not satisfy the capitalization criteria of ~~shares~~ASC 350-40 or ASC 985-20 because contemporaneous development-cost records sufficient to establish a capitalizable amount are not available. These items have been derecognized at the opening of the ~~registrant~~earliest ~~owned~~period bypresented. ~~governmental~~· ~~entities~~(c) inDerecognition ~~the~~of ~~foreign~~“Other ~~jurisdiction~~assets” (media-partnership rights, solar incentive receivable, origination contracts) — The items historically aggregated in ~~which~~this line ($8,296,000 on October 1, 2023) are either gain contingencies within the ~~registrant~~scope isof ~~incorporated~~ASC 450 or ~~otherwise~~period ~~organized;~~costs that do not meet asset-recognition criteria. They have been derecognized at the opening of the earliest period presented. The aggregate opening derecognition (3b) ~~Whether~~+ ~~governmental~~(c) ~~entities~~is $9,899,430. · (d) Presentation of derecognition — The aggregate derecognition has been allocated under a two-step approach: first, against Additional Paid-in Capital up to the ~~applicable~~available ~~foreign~~balance ~~jurisdiction~~at ~~with~~each ~~respect~~reporting date (reducing APIC to ~~that~~zero); ~~registered~~second, ~~public~~the ~~accounting~~residual ~~firm~~amount ~~have~~has abeen ~~controlling~~charged ~~financial~~to ~~interest~~accumulated deficit. This allocation reflects management’s determination that, to the extent of contributions-in-kind associated with ~~respect~~the original asset recognition, the reduction represents an adjustment to capital contributed, while the ~~registrant~~unabsorbed residual is appropriately reflected in accumulated deficit as a correction of prior-period error under ASC 250. Allocation on Sep 30, 2024 / Sep 30, 2025: APIC absorbed $6,765,143 / $6,899,148; residual to accumulated deficit $3,134,287 / $3,004,282. · (4e) ~~The~~Solar ~~name~~portfolio ofreclassification ~~each~~— ~~official~~Reclassification of solar project assets from property and equipment to a separately captioned “Solar project portfolio” line for presentational consistency across the ~~Chinese~~two ~~Communist~~comparative ~~Party~~periods. ~~who~~On September 30, 2024, these assets continue to be carried at historical cost (fair-value election is aprospective ~~member~~to September 30, 2025 — see Note 6). · (f) Consumer loan note receivables and deferred revenue — Reclassification of TAG Capital consumer loan note receivables and related deferred revenue (PPA and loan-note origination fees) to conform with the ~~board~~restated ofrevenue ~~directors~~recognition presentation under ASC 606. · (g) Non-controlling interest — Recognition of the ~~registrant~~49% ornon-controlling interest in Captain Manicorn as of the ~~operating~~September ~~entity~~17, 2024, reverse-merger date, with ~~respect~~corresponding adjustment to ~~the~~additional ~~registrant;~~paid-in ~~and~~capital. · (5h) ~~Whether~~Going-concern ~~the~~presentation ~~articles~~— ofNo ~~incorporation~~numerical adjustment; addition of ~~the~~going-concern ~~registrant~~explanatory ~~(or~~paragraph ~~equivalent~~in ~~organizing~~Note ~~document~~3 as required by ASU 2014-15. · (i) ~~contains~~Corrections ~~any~~identified ~~charter~~during re-audit — Correction of errors identified by Shah Teelani & Associates in the ~~Chinese~~course ~~Communist~~of ~~Party~~re-auditing the original Olayinka Oyebola audit workpapers, including ~~the~~reclassifications ~~text~~and ofpresentational ~~any~~adjustments ~~such~~to ~~charter~~conform with SEC Regulation S-X.

19F-8 Table of Contents

~~PART~~Note ~~III~~3. Going Concern

~~Item~~The 10accompanying consolidated financial statements have been prepared on a going-concern basis. ~~Directors~~The Company has incurred recurring net losses since inception, ~~Executive~~has ~~Officers~~negative working capital, and ~~Corporate~~is ~~Governance~~dependent on related-party advances and equity financings. These conditions raise substantial doubt about the Company's ability to continue as a going concern for one year from the date these consolidated financial statements are issued. Management's plans are described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~The~~Note ~~names and ages of our directors and executive officers as of September 30, 2024, are set forth below~~4. ~~Our~~Significant ~~Bylaws~~Accounting provide for not less than one and not more than fifteen directors. All directors are elected annually by the stockholders to serve until the next annual meeting of the stockholders and until their successors are duly elected and qualified.Policies

Name	Age	Position
Pablo Diaz (1)	48	Chief Executive Officer and Chairman of the Board
Nadia Conn (2)	63	Chief Financial Officer and Board Secretary
Brooks Holcomb (3)	50	Independent Board Member
Marco Rubin (4)	63	Independent Board Member

Principles of Consolidation The accompanying consolidated financial statements include the accounts of Freedom Holdings, Inc. and its majority‑owned subsidiaries (collectively, the “Company”). All significant intercompany balances and transactions have been eliminated in consolidation. The Company evaluates its relationships with other entities to identify whether they are variable‑interest entities (“VIEs”) as defined in ASC 810, Consolidation, and whether the Company is the primary beneficiary of such entities. If the Company determines that it is the primary beneficiary of a VIE, the entity is consolidated.

~~(1)~~Use ~~Pablo~~of ~~Diaz~~Estimates ~~became~~The ~~CEO~~preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and ~~Chairman~~assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosures. Significant estimates include, but are not limited to, the ~~Board~~fair onvalue ~~September~~of 17intangible assets and digital assets, ~~2024~~the valuation of solar project assets, ~~upon~~useful lives of long‑lived assets, impairment assessments under ASC 360, fair‑value measurements under ASC 820, allocation of purchase consideration in business combinations, and the ~~closing~~evaluation of the ~~reverse~~Company’s ~~merger~~ability ~~transaction~~to ~~with~~continue ~~TAG~~as a going concern. Actual results could differ materially from those estimates.

~~Mr.~~Cash ~~Diaz~~and ~~has~~Cash ~~been~~Equivalents athe ~~high-level~~Company ~~executive~~considers atall ~~two~~highly ~~successful~~liquid ~~publicly~~investments ~~traded~~purchased ~~companies,~~with ~~where,~~original ~~since~~maturities ~~2011,~~of hethree ~~has~~months ~~been~~or ~~party~~less to ~~over~~be ~~14,000~~cash ~~alternative energy installations~~equivalents. HeCash ~~has in his career structured over $400 million dollars for alternative energy projects throughout the U.S.~~ and ~~Canada.~~cash Aequivalents ~~recognized~~are ~~industry~~maintained ~~expert,~~with hefinancial ~~has~~institutions ~~been featured in over 30 publications~~ and ~~media~~may ~~outlets,~~exceed ~~including~~federally ~~the~~insured ~~Washington Post, Houston Chronicle, and Yahoo Finance~~limits. InThe ~~2020,~~Company ~~Mr.~~monitors ~~Diaz~~credit ~~was~~risk ~~awarded~~associated ~~the~~with ~~Top~~its ~~Dynamic~~cash ~~CEO by CEO Magazine~~balances.

Revenue Recognition (2ASC 606) ~~Nadia~~The ~~Conn~~Company ~~was~~recognizes ~~appointed~~revenue asin ~~the~~accordance ~~Chief~~with ~~Financial~~ASC ~~Officer~~606, ~~and~~Revenue ~~Secretary~~from Contracts with Customers. Revenue is recognized when control of promised goods or services transfers to the ~~Board~~customer ofin ~~Directors~~an onamount ~~September~~that ~~17,~~reflects ~~2024,~~the ~~upon~~consideration the ~~closing~~Company ofexpects to receive. The Company identifies the ~~reverse~~contract ~~merger~~with a customer, determines the performance obligations, allocates the transaction ~~with~~price, ~~TAG~~and recognizes revenue as performance obligations are satisfied.

~~Ms.~~· ~~Conn~~Hard isSolar aPortfolio: ~~Chief~~Revenue ~~Financial~~is ~~Officer~~recognized ~~and~~over ~~strategic~~time ~~business~~as ~~partner~~electricity ~~with~~is ~~30+~~delivered ~~years'~~to ~~experience~~customers ~~leading~~under ~~the~~power ~~financial~~purchase ~~health,~~agreements ~~business~~(“PPAs”) ~~strategy,~~and ~~accounting~~lease ~~operations,~~arrangements. ~~and~~Progress ~~internal~~toward ~~controls~~satisfaction of ~~companies~~the ~~through~~performance aobligation ~~360-degree~~is ~~business~~measured ~~perspective~~using metered energy output. ~~Her~~· ~~expertise~~TAG ~~includes~~Capital: ~~fiscal~~Revenue ~~management,~~from ~~financial~~origination ~~operations~~of &consumer ~~performance,~~loan ~~cash~~notes ~~flow~~and ~~management,~~prepaid ~~strategic~~PPAs ~~vision,~~is ~~tactical~~recognized ~~planning,~~at the point in time when origination services are completed. Servicing revenue ~~growth~~is &recognized ~~profitability,~~over ~~startup/emerging~~time ~~market~~as ~~growth,~~services ~~risk~~are ~~management,~~provided. ~~debt~~· ~~strategy,~~TAG ~~regulatory~~Distribution: ~~compliance,~~Revenue ~~enterprise~~is ~~accounting~~recognized ~~system~~at ~~conversions,~~a ~~consolidated~~point ~~financial~~in ~~reporting,~~time ~~cost~~when ~~savings~~control of solar equipment and construction materials transfers to the customer, ~~people~~generally ~~management~~upon delivery.

~~(3)~~The ~~Brooks~~Company ~~Holcomb~~evaluates ~~was~~whether ~~appointed~~it acts as ~~independent~~principal ~~member~~or ofagent ~~the~~in ~~Board~~each ofrevenue ~~Directors~~arrangement onand ~~September~~presents ~~17,~~revenue ~~2024,~~on ~~upon~~a ~~the~~gross ~~closing~~or ofnet ~~the~~basis ~~reverse merger transaction with TAG~~accordingly.

~~Mr.~~Cost ~~Holcomb~~of isRevenue aCost ~~magna cum laude law degree recipient from the University~~ of ~~Miami,~~revenue isincludes adirect ~~practicing~~material ~~attorney who owns a law firm specializing in business law. He has been published multiple times by the American Bar Association and the State Bar of Arizona~~costs, ~~and~~installation ~~also has been recognized as a top 50 pro bono attorney~~labor, assubcontractor ~~well as Guardian ad Litem Attorney of the Year. Mr. Holcomb owns several fine dining restaurants~~expenses, ~~has~~permitting ~~interests in multiple recognized successful businesses in Arizona~~ and isinterconnection afees, ~~founder~~ and ~~General~~other ~~Counsel~~direct ~~for~~costs aassociated ~~national~~with ~~health-based~~the ~~restaurant~~Hard ~~chain~~Solar portfolio. ~~Prior~~For ~~to joining the board of~~ TAG Capital, hecost ~~has served on multiple board~~ of ~~directors,~~revenue ~~including~~includes ~~the~~direct ~~Foundation~~costs ~~for~~associated ~~Burns~~with ~~and~~loan ~~Trauma,~~origination ~~Inc.~~ and ~~the~~financing ~~Joyner-Walker Foundation, Inc~~activities. ~~Currently~~Costs ~~Mr.~~are ~~Holcomb~~recognized ~~serves~~in asthe aperiod ~~Colombian~~in ~~Diplomat~~which to the ~~United~~related ~~Nations.~~revenue ~~He also~~ is ~~a United Nations Special Agent~~recognized.

~~(4)~~Property ~~Maro~~and ~~Rubin~~Equipment ~~was~~— ~~appointed~~Solar Portfolio Solar energy systems are carried at fair value as ~~independent~~described ~~member~~in ofNote 6. Depreciation is computed using the ~~Board~~straight‑line method over estimated useful lives of ~~Directors~~25 onto ~~September~~30 ~~17,~~years. ~~2024,~~Expenditures ~~upon~~that extend the ~~closing~~useful life of ~~the~~an ~~reverse~~asset ~~merger~~are ~~transaction~~capitalized; ~~with~~routine ~~TAG~~maintenance and repairs are expensed as incurred.

~~Mr.~~Intangible ~~Rubin~~Assets ~~specializes~~(ASC in350) ~~strengthening~~Intangible ~~existing~~assets ~~foundations~~include ~~within~~ the ~~professional~~TAG ~~investment~~GRID ~~community~~technology ~~including venture capital~~platform, ~~institutional~~Captain ~~investors,~~Manicorn ~~investment bankers~~media, ~~private~~and ~~equity~~audience ~~and~~assets ~~corporate~~(including ~~venture~~membership ~~groups.~~lists, Hepre‑recorded ~~also~~content, ~~builds~~and ~~upon~~mobile ~~his~~applications), ~~existing~~the ~~track~~Candela ~~record~~Coin ~~with~~tokenized ~~emerging~~loyalty ~~technology~~platform ~~investment~~and ~~operations~~related atdigital ~~the~~assets, ~~local~~websites, ~~state~~CRM systems, and ~~national~~email ~~levels~~lists. ~~either~~Finite‑lived ~~through~~intangible ~~partnerships~~assets orare ~~new~~amortized ~~entity~~over ~~formations.~~their ~~Mr.~~estimated ~~Rubin~~useful ~~possesses~~lives, ~~unique~~generally ~~experience~~ranging ~~dealing~~from ~~with~~3 ~~federal~~to ~~venturing~~10 ~~operations~~years. asIndefinite‑lived ~~well~~intangible asassets, ~~leading~~if ~~edge research institutions~~any, ~~including~~are ~~the~~not ~~National~~amortized ~~Science~~but ~~Foundation~~are ~~and~~tested ~~the~~annually ~~MITRE~~for ~~Corporation~~impairment.

~~Significant~~Digital ~~Employees~~Assets (ASU 2023‑08) The Company holds CLA and Candela tokens in treasury. Beginning in fiscal 2025, these digital assets are measured at fair value with changes recognized in earnings in accordance with ASU 2023‑08, Accounting for and Disclosure of Crypto Assets. Fair value is determined using quoted prices in active markets at the reporting date.

Name	2024Compensation		Position
Pablo Diaz (1)	$	-	Chief Executive Officer and Chairman of the Board
Nadia Conn (2)	$	-	Chief Financial Officer and Board Secretary

F-9

Table of Contents

~~Family~~Business ~~Relationships~~Combinations (ASC 805) The September 17, 2024, transaction with The Awareness Group, LLC (“TAG”) is accounted for as a reverse recapitalization under ASC 805, Business Combinations. ~~None~~TAG is treated as the accounting acquirer, and Freedom Holdings, Inc. is treated as the legal acquirer. Accordingly, the consolidated financial statements reflect the historical operations of TAG, with the net assets of Freedom Holdings, Inc. recognized at historical carrying value. No goodwill or intangible assets were recorded as a result of the transaction.

~~Involvement~~Fair inValue ~~Certain~~Measurements ~~Legal~~(ASC ~~Proceedings.~~820) ToThe ~~the~~Company ~~best~~measures ofcertain ~~our~~assets ~~knowledge,~~at ~~except~~fair asvalue ~~set~~using ~~forth herein, none of~~ the ~~directors~~three‑level orhierarchy ~~director~~prescribed ~~designees~~by toASC ~~our~~820, ~~knowledge~~Fair ~~has~~Value ~~been~~Measurement. ~~convicted~~Level in1 ainputs ~~criminal~~are ~~proceeding,~~quoted ~~excluding~~prices ~~traffic~~in ~~violations~~active ormarkets; ~~similar~~Level ~~misdemeanors,~~2 orinputs ~~has~~are ~~been~~observable ainputs ~~party~~other tothan ~~any~~quoted ~~judicial~~prices; orand ~~administrative~~Level ~~proceeding~~3 ~~during~~inputs ~~the~~are ~~past~~unobservable ~~five~~inputs ~~years~~ that ~~resulted~~rely inon amanagement judgment. ~~decree~~The orCompany’s ~~final~~Level ~~order~~3 ~~enjoining~~assets ~~the~~include ~~person~~solar ~~from~~project ~~future violations of~~assets, orintangible ~~prohibiting activities subject to~~assets, ~~federal~~and ordigital ~~state~~assets ~~securities~~without ~~laws,~~active ormarkets. ~~finding~~Additional ofinformation ~~any~~is ~~violation~~provided ofin ~~federal~~Note ~~or state securities laws, except for matters that were dismissed without sanction or settlement~~6.

20Share‑Based ~~Table~~Compensation of(ASC ~~Contents~~718) The Company measures compensation cost for share‑based awards at fair value on the grant date and recognizes expense on a straight‑line basis over the requisite service period in accordance with ASC 718, Compensation—Stock Compensation. Forfeitures are recognized as they occur. Share‑based awards include stock options, restricted stock, and other equity‑based instruments.

Income Taxes (ASC 740) The ~~Board~~Company ofaccounts ~~Directors~~for ~~acts~~income astaxes ~~the~~under ~~Audit~~ASC ~~Committee~~740, asIncome Taxes, using the ~~Board~~asset‑and‑liability ~~currently~~method. ~~has~~Deferred notax ~~separate~~assets ~~committees.~~and ~~The~~liabilities ~~Board~~are ~~does~~recognized ~~have~~for atemporary ~~qualified~~differences between financial ~~expert~~reporting ~~currently,~~and ~~but~~tax bases of assets and liabilities. A valuation allowance is recorded when it ~~has~~is ~~yet~~more tolikely ~~establish~~than ~~committees~~not orthat ~~appoint~~deferred ~~leadership~~tax assets will not be realized. The Company evaluates uncertain tax positions and recognizes liabilities for ~~those~~tax ~~committees~~positions that do not meet the more‑likely‑than‑not threshold.

~~Meetings~~Non‑Controlling ~~and~~Interests ~~Committees~~Non‑controlling ofinterests represent the ~~Board~~49% ownership interest in Captain Manicorn not held by the Company. Net income or loss attributable to non‑controlling interests is presented separately in the consolidated statements of ~~Directors~~operations and consolidated statements of stockholders’ equity.

WeLoss doPer ~~not~~Share ~~have~~Basic aloss ~~nominating~~per ~~committee~~share is computed by dividing net loss attributable to Freedom Holdings, Inc. by the weighted‑average number of common shares outstanding during the ~~Board~~period. Diluted loss per share includes the effect of ~~Directors,~~potentially ordilutive ~~any~~securities ~~committee~~such ~~performing~~as ~~similar~~stock ~~functions~~options, warrants, and convertible instruments. ~~Nominees~~Because the Company incurred net losses for ~~election~~all asperiods apresented, ~~director~~all potentially dilutive securities are ~~selected~~anti‑dilutive byand ~~the~~therefore ~~Board~~excluded offrom ~~Directors~~diluted loss per share.

WeNote ~~do not yet have an audit committee~~5. WeBusiness ~~expect~~Combination to— ~~form~~Reverse ~~such~~Merger awith committee composed of our non-employee directors. Despite the lack of an audit committee, those members of the board of directors that would otherwise be on our audit committee will continue to analyze and investigate our actual and potential businesses prospects as members of our board of directors. Furthermore, our entire board of directors is aware of the importance of the financial and accounting due diligence that must be undertaken in furtherance of our business and they intend to conduct a comprehensive accounting financial analysis of the Company’s business.TAG

~~Compensation~~On ~~Committee~~September ~~Interlocks~~17, 2024, the Company closed a reverse-merger transaction with The Awareness Group, LLC, treated as a reverse recapitalization under ASC 805 with TAG as the accounting acquirer. Under the transaction (i) TAG shareholders obtained control of 89.5% of Freedom Holdings through a restated Series A Preferred class, (ii) Pablo Diaz and ~~Insider~~the ~~Participation~~TAG management team assumed executive positions, and (iii) TAG appointed its board members to the Freedom Holdings board.

AsF-10 ofTable ~~September 30, 2024, the Board~~ of ~~Directors has not established any committees.~~Contents

~~Director~~Because ~~Compensation~~the transaction is accounted for as a reverse recapitalization with TAG as the accounting acquirer, no goodwill is recognized. The consideration deemed transferred represents the fair value of the equity interests that the Freedom Holdings legacy shareholders retained in the combined entity. The following table summarizes the allocation of consideration:

There are currently no annual compensation arrangements in place for members of the Board of Directors.

	Amount
Consideration deemed transferred to FHLD legacy shareholders (Preliminary):		—
Fair value of common shares retained by legacy holders (6.1M shares × $1.10 indicative)		6,710,000
Fair value of Series B Preferred retained by legacy holders (indicative)		105,167
Total consideration		6,815,167
		—
Net assets (liabilities) of FHLD on Sep 17, 2024:		—
Cash and cash equivalents		95,815
Other current assets		0
Accounts payable and accrued liabilities		(96,000	)
Due to related parties		(60,000	)
Convertible promissory notes		0
Net liabilities assumed		(60,185	)
		—
Adjustment to additional paid-in capital (reverse recapitalization)		6,655,352

~~Item~~Note 116. ~~Executive~~Fair ~~Compensation.~~Value Measurements

The ~~following~~Company ~~table~~measures ~~sets~~certain ~~forth~~assets ~~information~~at ~~concerning~~fair ~~the~~value ~~annual~~on ~~and~~a ~~long~~non-~~term~~recurring ~~compensation~~basis ofin ~~our~~accordance ~~CEO~~with &ASC ~~Chairman~~820, ~~who~~Fair ~~served~~Value asMeasurement, ofusing the ~~year~~three-level ~~ended~~fair-value ~~September~~hierarchy. ~~30,~~ASC ~~2024.~~820 ~~The~~defines ~~listed~~fair ~~individuals~~value ~~shall~~as ~~hereinafter~~the price that would be ~~referred~~received to assell an asset in an orderly transaction between market participants at the ~~“Named~~measurement ~~Executive~~date ~~Officers~~(i.”e., Wean exit price). The fair values reported on the consolidated balance sheet represent management's best estimate of what a market participant would pay for these assets in their current condition, based on currently available evidence. These measurements do not ~~have~~reflect ~~any~~the ~~employment~~value ~~agreement~~of infuture ~~place~~business ~~for~~not ~~any~~yet contracted, unexecuted pipeline, or strategic growth potential; management's assessment of ~~our~~future ~~officers~~value potential is presented in Item 7 — Management's Discussion and ~~directors~~Analysis under the heading 'Management's Outlook — Assessment of Future Value.'

~~Summary~~Scope ~~Compensation~~of ~~Table~~fair-value –election. ~~Officers~~Management has elected to present the Hard Solar project portfolio at fair value under ASC 820 effective September 30, 2025. All other assets on the accompanying consolidated balance sheet (including intangible and platform assets, cryptocurrency holdings, and other assets) continue to be carried at historical cost less any accumulated amortization, depreciation, or impairment. The fair-value election for the Solar Portfolio is a Level 3 measurement based on significant unobservable inputs. No fair-value election was in effect on September 30, 2024; the consolidated balance sheet as of that date presents all assets at carrying value as reported in the Company's pre-merger subsidiary books of account, restated on a reverse-recapitalization basis under ASC 805.

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

(j)

Non-equity incentive

Change in Pension Value and Nonqualified deferred

Stock

Option

plan

compensation

All other

Name and principal position

Year

Salary

Bonus

Awards

compensation

earnings

Compensation

Total

($)

Pablo Diaz – CEO & Chairman Director

2024

-0-

Basis for fair-value measurement of the Hard Solar Portfolio on September 30, 2025. The fair value of the Hard Solar project portfolio has been determined using a cost-based approach cross-checked against an income-approach discounted cash-flow analysis, in accordance with the methodology set forth in the independent valuation workbook prepared by the Company's interim Chief Financial Officer, Brian Odle (the "Valuation Workbook"). The key unobservable inputs are (i) the number of residential solar projects in the portfolio (634), (ii) the average installed cost per project ($75,766), (iii) the federal Investment Tax Credit rate under IRC §48 (46.3%), (iv) the probability-of-completion factor (70% under the Conservative scenario), and (v) the DCF value multiplier derived from the 20-year PPA economics (1.8x under the Conservative scenario).

21Adopted ~~Table~~valuation. Management has adopted the Conservative (Low) scenario from the Valuation Workbook as the reported fair value of ~~Contents~~the Hard Solar portfolio on September 30, 2025. The Conservative scenario fair value is:

~~There~~· isSolar noproject ~~employment~~portfolio ~~contract~~fair ~~with~~value: Mr$60,524,911 (cost basis $48,035,644 × DCF multiplier 1.8 ~~Pablo~~× ~~Diaz~~probability-of-completion ~~currently~~0.70) ~~Nor~~· ~~are~~Carrying ~~there~~value ~~any~~of ~~agreements~~the ~~for~~Solar ~~compensation~~project inportfolio ~~the~~on ~~future.~~September A30, ~~salary~~2025 ~~and~~(before ~~stock~~fair-value ~~options~~election): ~~and/or~~$28,977,831 ~~warrants~~· ~~program~~Fair-value ~~may~~revaluation besurplus ~~developed~~recognized in ~~the~~stockholders' ~~future.~~equity on September 30, 2025: $31,547,080

OnF-11 ~~February~~Table ~~3, 2023, Brian Kistler resigned all positions as Officer and Director according to the terms~~ of ~~the Binding Definitive Agreement with MedCann Industries.~~Contents

AsThe ofValuation ~~September~~Workbook 30also presents a Base Case ($89,826,654) ~~2024~~and an Optimistic ($127,774,813) scenario. Management has selected the Conservative scenario, consistent with the Company’'s ~~Directors~~policy ~~are~~of presenting the lower end of the range of reasonable estimates on the face of the balance sheet and reserving the higher-end scenarios for disclosure in MD&A and the investor presentation as ~~follows:~~forward-looking statements under the PSLRA safe harbour.

~~Director~~Intangible ~~Compensation~~and platform assets — non-recognition. Effective with the restatement described in Note 2, the Company does not present intangible or platform asset carrying values on the consolidated balance sheet on September 30, 2025, or September 30, 2024. The Company’s TAG GRID platform software (Financial Engine, Distribution, Construction and Capital modules), PPA Finance Program origination rights, Candela Coin tokenized platform, Captain Manicorn media and audience assets (websites, social-media memberships, pre-recorded footage, membership lists, CRM / email lists, mobile application), and the City of Estrella contractual rights are either (i) internally-generated and do not satisfy the capitalization criteria of ASC 350-40 (Internal-Use Software) or ASC 985-20 (Software to be Sold); (ii) not supported by contemporaneous development-cost records sufficient to establish a capitalizable amount; or (iii) in the nature of gain contingencies under ASC 450 that may not be recognized until realized. The strategic and growth value of these items is presented in the Management’s Discussion and Analysis of Financial Condition and Results of Operations under “Management’s Outlook — Assessment of Future Value” with the customary Forward-Looking Statements disclaimer, and in the Company’s investor presentation published on the Company’s website.

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

Change in

Pension

Value and

Fees

Nonqualified

earned or

Non-equity

deferred

paid in

Stock

Option

incentive plan

compensation

All other

Name

cash

Awards

Award(s)

compensation

earnings

Compensation

Total

($)

Pablo Diaz, CEO & Chairman - 2024

Nadia Conn, CFO, Board Secretary - 2024

Marco Rubin, Director – 2024

Brooks Holcomb, Director - 2024

Cryptocurrency holdings. The CLA and Candela tokens held in treasury continue to be presented on the consolidated balance sheet, at their acquisition cost, as part of the “Cryptocurrency holdings” line. Beginning fiscal 2025, these tokens are measured at fair value with changes recognized in earnings in accordance with ASU 2023-08. See Note 7 — Cryptocurrency Holdings.

~~(1)~~Fair-value ~~There~~measurements ~~are~~as noof ~~employment~~September ~~contracts~~30, ~~with~~2024. ~~any~~No ~~Directors~~fair-value election was in effect on September 30, 2024. The consolidated balance sheet as of September 30, 2024 presents the Solar project portfolio, property and ~~there~~equipment, ~~are~~and nocryptocurrency ~~agreements~~holdings ~~for~~at ~~compensation~~their historical carrying values as reported in the ~~future.~~consolidated Itaccounting isrecords ~~possible~~of The Awareness Group (the accounting acquirer under ASC 805 reverse-recapitalization treatment) as of that ~~compensation~~date, ~~arrangements~~restated ~~and~~for ~~share~~the ~~grants~~derecognition ~~will~~adjustments ~~occur~~described in Note 2. The Company’s fair-value election for the ~~future~~Solar Portfolio described above became effective September 30, 2025, and has been applied prospectively. All fair-value revaluation surplus has been recognized in fiscal 2025.

~~Item~~Range 12of reasonable estimates. ~~Security~~The ~~Ownership~~following oftable ~~Certain~~presents, ~~Beneficial~~for ~~Owners~~the Hard Solar project portfolio on September 30, 2025, the carrying value, the Conservative (Low) scenario fair value adopted by management, and ~~Management~~— for reference only — the Base Case and ~~Related~~Optimistic ~~Stockholder~~scenarios ~~Matters~~from the Valuation Workbook. The Conservative scenario has been adopted and is reflected on the face of the consolidated balance sheet.

The following table sets forth information concerning the beneficial ownership of shares of our common stock with respect to stockholders who were known by us to be beneficial owners of more than 5% of our common stock as of September 30, 2023, and our officers and directors, individually and as a group. Unless otherwise indicated, the beneficial owner has sole voting and investment power with respect to such shares of common stock.

Asset Group

Carrying Value

FV — Conservative (Adopted)

FV — Base Case (Reference)

FV — Optimistic (Reference)

Solar project portfolio (634 projects) — FV elected

28,977,831

60,524,911

89,826,654

127,774,813

Other property and equipment (at cost; no FV election)

141,885

N/A

Cryptocurrency holdings (ASU 2023-08; carried at cost pending disposal)

2,735,000

N/A

Intangible & platform assets (not recognized — see Note 2 Restatement)

—

Other assets (not recognized — see Note 2 Restatement)

—

TOTAL — balance sheet presentation (adopted basis)

31,854,716

63,401,796

N/A

~~Beneficial~~Significant ~~ownership~~unobservable isinputs ~~determined in accordance with the rules of the Securities and Exchange Commission~~ (~~“SEC”~~Level 3) ~~and~~used ~~generally~~in ~~includes voting or investment power with respect to securities. In accordance with~~ the ~~SEC~~Conservative-scenario ~~rules,~~fair-value ~~shares~~measurement of ~~our common stock which may be acquired upon exercise of stock options or warrants which are currently exercisable or which become exercisable within 60 days of~~ the ~~date~~Hard ofSolar ~~the~~Portfolio on table are deemed beneficially owned by the optionees, if applicable. Subject to community property laws, where applicable, the persons or entities named below have sole voting and investment power with respect to all shares of our common stock indicated as beneficially owned by them as of September 30, 2024. Official transfer of ownership of these shares was pending as of September 30, 2024 due to the September 17, 2024 transaction with TAG and will be fully reflected in the Company’s subsequent filings once fully executed and finalized. (Note - these shares were transferred to Pablo Diaz as a condition of the September 17, 2024 reverse merger. These shares were ultimately transferred to Mr. Diaz in December 2024.)2025:

Name and Address of Beneficial Owner	Amount and Nature ofBeneficial Ownership		Percentage of Class
Input	Conservative (adopted)				Base Case (reference)			Optimistic (reference)
MEDCANN Industries Inc. 21605 Independence aveChatsworth, CA 91311	40,000,000 common			72.0	%
Number of projects in portfolio		634				634			634
Jospeh N.P. Mellone21604 Los Alimos StChatsworth CA, 91311	4,000,000 common			7.23	%
Average installed cost per project ($/project)	$	75,766			$	75,766		$	75,766
RAV Benefit Family Trust10524 Independence AveChatsworth CA, 91311	5,200,000 common			9.40	%
Federal Investment Tax Credit rate (IRC §48)		46.3	%			46.3	%		46.3	%
Probability-of-completion factor		70	%			85	%		100	%
DCF value multiplier (20-yr PPA economics)		1.8	x			1.8	x		2.56	x
Resulting portfolio fair value	$	60,524,911			$	89,826,654		$	127,774,813

22F-12 Table of Contents

~~Item~~Note 137. ~~Certain~~Cryptocurrency ~~Relationships and Related Transactions, and Director Independence.~~Holdings

~~Transactions~~The Company holds two categories of crypto assets in treasury: CLA tokens acquired under a services-for-tokens arrangement with ~~Related~~the ~~Persons~~CLA issuer, ~~Promoters~~ and ~~Certain~~Candela ~~Control~~tokens ~~Persons~~issued by the Candela Coin tokenized loyalty platform. These holdings are presented separately on the consolidated balance sheet under the caption “Cryptocurrency holdings (CLA + Candela tokens).”

~~None~~Effective October 1, 2024 (start of fiscal 2025), the Company adopted ASU 2023-08, Intangibles — Goodwill and Other — Crypto Assets (Subtopic 350-60). Under ASU 2023-08, crypto assets that meet the scope criteria are measured at fair value with changes in fair value recognized in net income. Management has assessed that, as of September 30, 2025, observable market activity for the CLA and Candela tokens does not yet provide a reliable fair-value estimate consistent with the Level 1 or Level 2 hierarchy under ASC 820, and the tokens therefore continue to be carried at cost pending either (i) the establishment of a principal market with sufficient trading depth to support a Level 2 fair-value measurement or (ii) the disposal of the tokens (at which point any gain or loss will be recognized in earnings).

~~Director~~Cryptocurrency ~~Independence.~~holdings consist of the following as of September 30, 2025, and September 30, 2024 (As Restated):

We have not established our own definition for determining whether our director or nominees for directors are “independent”, nor have we adopted any other standard of independence employed by any national securities exchange or inter-dealer quotation system, although two of our current Directors would be deemed to be “independent” under any applicable definition. We also have not established any committees of the Board of Directors.

Token	Sep 30, 2025		Sep 30, 2024 (As Restated)
CLA tokens (treasury)		485,000		450,000
Candela tokens (treasury)		2,250,000		2,250,000
Total cryptocurrency holdings		2,735,000		2,700,000

~~Given~~See ~~the~~Note ~~nature~~2 of— ~~our~~Restatement ~~Company,~~for ~~its~~a ~~limited~~description ~~shareholder base and the current composition~~ of ~~management,~~ the ~~Board~~derecognition of ~~Directors~~intangible ~~does~~and ~~not~~platform ~~believe~~asset ~~that~~carrying wevalues ~~require~~previously ~~any~~presented ~~corporate~~in ~~governance~~these ~~committees~~financial ~~currently~~statements. AsFollowing ~~our~~the ~~operations generate revenue~~restatement, wethe ~~intend~~Company todoes ~~seek~~not ~~additional~~recognize ~~members~~a ~~for~~separate ~~our~~intangible ~~Board~~asset ofline ~~Directors~~on ~~and~~the ~~establish~~consolidated ~~our~~balance ~~own~~sheet; ~~definition~~accordingly, ofno ~~“independent”~~intangible-asset asamortization ~~related~~schedule tois ~~directors and nominees for directors~~presented. ~~We further intend to establish committees that will be suitable for our operations as our business operations warrant.~~

~~Our~~Note ~~Company retained the services of Olayinka Oyebola & Co~~8. ~~to conduct the September 30~~Property, ~~2024~~Plant ~~audit~~ and ~~a re-audit of the September 30, 2023 financial statements. The Audit of Financial Statements are the only services provided by Olayinka Oyebola & Co.~~Equipment

~~Item~~Property, ~~14.~~plant, ~~Principal~~and ~~Accounting~~equipment ~~Fees~~consist ~~and~~of ~~Services.~~the following:

	2024		2023
Asset Class	Gross		Accum. Depr.			Net		Useful Life
Audit fees	$	20,000	$	11,000
Solar project assets		29,111,056		(133,226	)		28,977,831	25–30 yrs
Audit related fees		—		—
Automobiles		87,282		—			87,282	5 yrs
Tax fees		—		—
Other equipment		54,603		—			54,603	3–7 yrs
All other fees		—		—
Total — Sep 30, 2025		29,252,941		(133,226	)		29,119,715

~~The~~Depreciation ~~Company~~expense ~~does~~for ~~not~~the ~~currently~~fiscal ~~have~~years anended ~~audit~~September ~~committee.~~30, ~~The~~2025, ~~normal~~and ~~functions~~2024 ofwas ~~the~~$120,400 ~~audit~~and ~~committee~~$76,809, ~~are~~respectively. ~~handled~~Depreciation byon ~~the~~solar ~~Board~~assets ofwas ~~Directors. The Board of Directors~~$120,400 ~~performing~~for ~~normal~~fiscal ~~functions~~2025 of(fiscal ~~the~~2024: ~~audit committee~~$12,826). ~~approved~~Solar ~~100%~~project ofassets ~~the~~are ~~fees~~presented ~~for~~at ~~the~~fair ~~September~~value ~~30,~~in ~~2024~~the ~~and~~accompanying ~~2023~~consolidated ~~audit~~balance ~~and~~sheets; ~~re-audit~~see ~~services~~Note ~~performed~~6 byfor ~~Olayinka~~the ~~Oyebola~~Level &3 Cofair-value measurements.

23Note ~~Table~~9. ofRelated ~~Contents~~Party Transactions

~~PART~~Advances IVfrom Chief Executive Officer. Pablo Diaz, the Company's CEO and Chairman, has periodically advanced funds to the Company for working capital purposes. These advances bear interest at 12.75% per annum and are due on demand. The following table summarizes CEO advance activity:

Item 15. Exhibits, Financial Statement Schedule.

	FY2025			FY2024 (As Restated)
Balance, beginning of year		1,143,665			0
Advances received		0			1,009,000
Repayments		(81,833	)	0
Interest accrued (non-cash)		134,665		134,665
Interest paid (cash)		(35,269	)		0
Balance, end of year (principal + accrued)		1,128,396			1,143,665

Exhibit Number and Description					Location Reference
(a)	Financial Statements				Filed herewith
(b)	Exhibits required by Item 601, Regulation SB;
	(3.0)	Articles of Incorporation
		(3.1)		Certificate of Incorporation	See Exhibit Key
		(3.2)		By-Laws	See Exhibit Key
	(31.1)	Certificate of Principal Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002			Filed herewith
	(32.1)	Certificate of Principal Executive Officer, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002			Filed herewith
	(31.2)	Certificate of Principal Financial and Accounting Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002			Filed herewith
	(32.2)	Certificate of Principal Financial and Accounting Officer, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002			Filed herewith
(101.INS)			XBRL Instance Document		Filed herewith
(101.SCH)			XBRL Taxonomy Ext. Schema Document		Filed herewith
(101.CAL)			XBRL Taxonomy Ext. Calculation Linkbase Document		Filed herewith
(101.DEF)			XBRL Taxonomy Ext. Definition Linkbase Document		Filed herewith
(101.LAB)			XBRL Taxonomy Ext. Label Linkbase Document		Filed herewith
(101.PRE)			XBRL Taxonomy Ext. Presentation Linkbase Document		Filed herewith

F-13

Table of Contents

~~Exhibit~~Other ~~Key~~Related-Party Transactions. The 49% non-affiliated interest in Captain Manicorn is held by parties that have historical relationships with the Company's management. Standard Eco, Southwest Financial, and the Hard Solar portfolio vehicles share common ownership or management with the Company. Transactions with these entities during fiscal 2025 and 2024 are described below:

3.1	Incorporated by reference herein to the Company’s Form 10 Registration Statement filed with the Securities and Exchange Commission on September 29, 2015.
	·	Management service fees: 0 in FY2025 and 0 in FY2024.
3.2	Incorporated by reference herein to the Company’s Form 10 Registration Statement filed with the Securities and Exchange Commission on September 29, 2015.
	·	Intercompany balances eliminated in consolidation: 0 on Sep 30, 2025.

24Note ~~Table~~10. ofStockholders' ~~Contents~~Equity (Deficit)

~~Signatures~~Preferred Stock — Series A. The Company has authorized 10,000,000 shares of Series A Preferred Stock, par value $0.0001 per share. As of September 30, 2025, all 10,000,000 shares are issued and outstanding and are held by Pablo Diaz, CEO. Each Series A Preferred share is entitled to 1,066 votes per share and is convertible into 1,066 shares of common stock. The Series A Preferred shares control approximately 89.5% of the Company's voting power on a fully diluted basis.

~~Pursuant~~Preferred toStock ~~the~~— ~~requirements~~Series ofB. ~~Section~~The 13Company orhas ~~15(d)~~authorized of10,000,000 ~~the~~shares ~~Securities~~of ~~Exchange~~Series ~~Act~~B ofPreferred ~~1934~~Stock, ~~the~~par ~~registrant~~value ~~has~~$0.0001 ~~duly~~per ~~caused~~share. ~~this~~As ~~report~~of toSeptember be30, ~~signed~~2025, on10,000,000 ~~its~~shares ~~behalf~~are byissued ~~the~~and ~~undersigned, thereunto duly authorized~~outstanding.

~~FREEDOM~~Common ~~HOLDINGS~~Stock. The Company has authorized 500,000,000 ~~INC~~shares of common stock, par value $0.0001 per share. As of September 30, 2025, 59,608,825 shares are issued and outstanding.

NAME	TITLE	DATE
/s/ Pablo Diaz	Chief Executive Officer & Chairman of the Board	January 15, 2025
Pablo Diaz

Share-Based Compensation. During fiscal 2024 (As Restated), the Company recognized no share-based compensation expense; the $254,000 previously reported in the original filing related to pre-acquisition Freedom Holdings equity grants that are excluded from the restated consolidated results under the reverse-recapitalization presentation. During fiscal 2025, the Company recognized $0 in share-based compensation expense related to grants to employees and consultants.

/s/ Nadia Conn		Chief Financial Officer & Board Secretary		January 15, 2025
Nadia Conn

Standby Share Purchase Agreement (SPA). On January 30, 2025, the Company entered into a Standby Share Purchase Agreement with the Selling Stockholder, under which the Company may put up to $10,000,000 in shares of common stock at 80% of the volume-weighted average price. During fiscal 2025, the Company issued 0 shares under the SPA for aggregate proceeds of $0.

~~Supplemental~~Note ~~Information~~11. toIncome ~~be Furnished With Reports Filed Pursuant to Section 15(d) of the Act by Registrants~~Taxes

~~Which~~The ~~Have~~Company ~~Not~~uses ~~Registered~~the ~~Securities~~asset ~~Pursuant~~and toliability ~~Section~~method 12of accounting for income taxes. As of September 30, 2025, the ~~Act~~Company's deferred tax assets consist primarily of federal and state net operating loss carry forwards. ~~None~~The Company has established a full valuation allowance against its deferred tax assets because it is more likely than not that such assets will not be realized.

25Effective ~~Table~~Tax ofRate ~~Contents~~Reconciliation:

Freedom Holdings, Inc.

	FY2025			FY2024
Federal statutory rate		21.0	%		21.0	%
State income taxes, net		0			0
Permanent differences		0			0
Change in valuation allowance		0			0
Effective tax rate		0.0	%		0.0	%

~~INDEX~~Deferred TOTax ~~CONSOLIDATED~~Assets ~~FINANCIAL~~and ~~STATEMENTS~~Liabilities:

		Page
Reports of Independent Registered Public Accounting Firms (PCAOB ID 5968)		F-2
Consolidated Balance Sheets as of September 30, 2024, and 2023		F-3
Consolidated Statements of Operations for the years ended September 30, 2024, and 2023		F-4
Consolidated Statements of Changes in Shareholders’ Equity (Deficit) for the years ended September 30, 2024, and 2023		F-5
Consolidated Statements of Cash Flows for the years ended September 30, 2024, and 2023		F-6
Notes to Consolidated Financial Statements		F-7

F-14

Table of Contents

F-1 Table of Contents

	Sep 30, 2025		Sep 30, 2024
Deferred tax assets:		—		—
Net operating loss carries forwards	0		0
Share-based compensation	0		0
Accrued expenses	0		0
Gross deferred tax assets	0		0
Less: valuation allowance	0		0
Net deferred tax assets		—		—

~~Report~~As of ~~Independent~~September ~~Registered~~30, ~~Public~~2025, ~~Accounting~~the ~~Firm~~Company had $0 federal net operating loss carry forwards of approximately n/a, which do not expire under the Tax Cuts and Jobs Act (for losses arising after December 31, 2017) but are limited to 80% of taxable income in any given year.

~~The~~Note ~~Board~~12. ofCommitments ~~Directors~~ and ~~Stockholders of~~Contingencies

~~Freedom~~Legal ~~Holdings~~Proceedings. On April 25, ~~Inc~~2025, the Company was named as a defendant in a complaint relating to an agreement entered into by the Company's prior management team. As of April 2026, the case is ongoing.

~~Opinion~~Operating Leases. The Company leases approximately 1500 square feet of office space at 7575 E Redfield Rd #137 Scottsdale, AZ at a monthly rental of $3500 on ~~the~~a ~~Financial~~month-to-month ~~Statements~~basis. Rent expense for fiscal 2025 and 2024 was $4,200 and $4,200, respectively.

WePurchase ~~have audited the accompanying consolidated balance sheets of Freedom Holdings, Inc~~Commitments. ~~(the~~As ~~‘Company’) as~~ of September 30, ~~2024~~2025, ~~and 2023, and~~ the ~~related~~Company ~~consolidated~~had ~~statements~~no of operations, changes in stockholders’ equity / (deficit) and cash flows for each of the two years ended September 30, 2024, and 2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the consolidated financial statements present fairly, in all material ~~respects,~~non-cancellable ~~the~~purchase ~~consolidated~~commitments ~~financial position of the Company as of September 30, 2024, and 2023, and the results of its operations and its cash flows~~ for ~~each~~solar ofmaterials ~~the~~or ~~two years ended September 30, 2024 and 2023, in conformity with accounting principles generally accepted in the United States of America~~equipment.

~~Going~~Guarantees ~~Concern~~and Letters of Credit. As of September 30, 2025, the Company had no outstanding letters of credit or financial guarantees.

~~The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in~~ Note ~~3, the Company suffered an accumulated deficit of $(9,950,869), net loss of $(20,426)~~13. ~~These~~Segment matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans with regards to these matters are also described in Note 3 to the financial statements. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.Information

~~Basis~~The Company has determined that it operates as a single reportable segment. The Company's chief operating decision maker ("CODM"), its Chief Executive Officer, reviews the consolidated results of operations when making decisions about allocating resources and assessing performance. While the TAG GRID platform encompasses five business units (Financial Services, Capital, Construction, Distribution, and Dealer & Broker Network), these are managed on a consolidated basis and the CODM does not regularly receive or review discrete financial information for ~~Opinion~~any individual business unit for purposes of resource allocation or performance assessment. Substantially all of the Company's revenue and long-lived assets are located in the United States.

~~These~~Note ~~financial statements are the responsibility of the Company’s management~~14. ~~Our~~Subsequent responsibility is to express an opinion on the Company’s 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.Events

WeThe ~~conducted~~Company ~~our~~has ~~audits~~evaluated insubsequent ~~accordance~~events ~~with~~through the ~~standards~~date ofthese ~~the~~consolidated ~~PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the~~ financial statements ~~are~~were ~~free~~available ~~of material misstatement, whether due~~ to ~~error~~be orissued ~~fraud.~~and ~~The~~has ~~Company~~identified isno ~~not~~material ~~required~~subsequent toevents ~~have,~~requiring ~~nor~~disclosure ~~were~~other wethan ~~engaged~~the tomatters ~~perform,~~described anelsewhere ~~audit~~in ofthis ~~its~~Annual ~~internal control over financial reporting. As part of our audits~~Report, weincluding ~~are~~the ~~required~~change ~~to obtain an understanding~~ of ~~internal~~the ~~control~~Company's ~~over~~independent ~~financial~~registered ~~reporting~~public ~~but~~accounting ~~not~~firm ~~for~~reported ~~the~~in ~~purpose~~Item of9 ~~expressing~~below anand ~~opinion~~in on the ~~effectiveness of the~~ Company’'s ~~internal~~Current ~~control~~Report ~~over~~on ~~financial~~Form ~~reporting.~~8-K ~~Accordingly,~~filed wewith ~~express~~the noCommission ~~such~~on ~~opinion~~April 25,2025.

~~Our~~F-15 ~~audits~~Table ~~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.Contents

~~Critical~~Item ~~Audit~~9. ~~Matters~~Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

~~Critical~~Dismissal of Former Auditor. On April 25, 2025, being the date reported on Form 8-K, Item 4.01, the Company dismissed Olayinka Oyebola & Co. (PCAOB ID 5968), Lagos, Nigeria, as the Company's independent registered public accounting firm. The dismissal was approved by the Board of Directors. The Company's decision to dismiss Olayinka Oyebola & Co. was based on the enforcement action brought by the Securities and Exchange Commission against that firm and its principal, as described in the Company's Risk Factors and in the SEC press release dated August 28, 2024 (available at https://www.sec.gov/newsroom/press-releases/2024-157). The SEC's complaint alleged that Olayinka Oyebola & Co. and its principal aided and abetted violations of the antifraud provisions of the federal securities laws by failing to take action upon learning that a client had created fake audit ~~matters~~reports ~~are~~bearing ~~matters~~the ~~arising~~principal's signature. The relief sought by the SEC included an order permanently barring the principal from acting as an auditor or accountant for U.S. public companies. Following this enforcement action, the ~~current~~staff ~~period~~of the Securities and Exchange Commission informed the Company that the audit report of Olayinka Oyebola & Co. on the Company's consolidated financial statements for the fiscal year ended September 30, 2024 (previously included in the Company's Annual Report on Form 10-K filed in February 2025) could no longer be relied upon and that ~~were~~the ~~communicated~~fiscal or2024 ~~required~~consolidated financial statements would need to be ~~communicated~~re-audited tobefore the ~~audit~~Company's ~~committee~~registration ~~and~~statement ~~that:~~on (Form S-1) ~~relate~~could tobe ~~accounts~~declared oreffective. ~~disclosures~~The ~~that~~audit ~~are~~report ~~material~~of toOlayinka Oyebola & Co. on the Company's consolidated financial statements as of and ~~(2)~~for ~~involved~~the ~~our~~fiscal ~~especially~~years ~~challenging~~ended September 30, ~~subjective~~2024 and September 30, 2023 contained an explanatory paragraph expressing substantial doubt about the Company's ability to continue as a going concern, but did not contain an adverse opinion or ~~complex~~a ~~judgments~~disclaimer of opinion, nor was it otherwise qualified or modified as to uncertainty, audit scope, or accounting principles. ~~Communication~~During the fiscal years ended September 30, 2024 and September 30, 2023, and the subsequent interim period through the date of ~~critical~~dismissal, ~~audit~~there ~~matters~~were ~~does~~no "disagreements" with Olayinka Oyebola & Co. on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure that, if not ~~alter~~resolved to their satisfaction, would have caused them to make reference to the subject matter of the disagreement in ~~any~~connection ~~way~~with ~~our~~their ~~opinion~~report.. onOn March 24, 2026, the Company engaged Shah Teelani & Associates, Ahmedabad, India, as its new independent registered public accounting firm, to (i) audit the Company's consolidated financial statements ~~taken~~ as aof ~~whole~~and for the fiscal year ended September 30, 2025 and we(ii) ~~are~~re-audit ~~not~~the consolidated financial statements as of and for the fiscal year ended September 30, by2024 ~~communicating~~following the ~~critical~~circumstances ~~audit~~described ~~matters~~above. During the Company's two most recent fiscal years and the subsequent interim period prior to the engagement of Shah Teelani & Associates, ~~providing~~neither ~~separate~~the ~~opinions~~Company nor anyone acting on its behalf consulted with Shah Teelani & Associates regarding any of the ~~critical~~matters described in Item 304(a)(2) of Regulation S-K. The engagement letter with Shah Teelani & Associates was originally drafted referencing "calendar years 2024 and 2025"; an amended engagement letter referencing fiscal years ended September 30, 2024 and September 30, 2025 has been requested and is being obtained.Any restatements arising from the re-audit ~~matter~~of orthe fiscal year ended September 30, 2024 will be reflected in an Amendment No. 1 to the Company's Annual Report on Form 10-K for the ~~accounts~~fiscal oryear ~~disclosures~~ended toSeptember ~~which~~30, ~~they~~2024 ~~relate~~(Form 10-K/A) and in the consolidated financial statements included in this prospectus.

~~/s/~~Item ~~Olayinka Oyebola OLAYINKA OYEBOLA & CO~~9A. ~~(Chartered~~Controls ~~Accountants)~~and ~~Lagos, Nigeria~~Procedures

WeEvaluation ~~have~~of ~~served~~Disclosure asControls ~~the~~and ~~Company’s auditor since 2024.~~Procedures

~~January~~Our Chief Executive Officer and our Interim Chief Financial Officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Annual Report, have concluded that, as a result of the material weaknesses in internal control over financial reporting described below, our disclosure controls and procedures were not effective at a reasonable assurance level as of September 30, 2025.

~~F-2~~15 Table of Contents

~~FREEDOM~~Management's ~~HOLDINGS,~~Report ~~INC.~~on Internal Control Over Financial Reporting

~~CONSOLIDATED~~Our ~~BALANCE~~management ~~SHEETS~~is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Our management conducted an assessment of the effectiveness of our internal control over financial reporting as of September 30, 2025, based on the framework in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, management concluded that, as of September 30, 2025, our internal control over financial reporting was not effective due to material weaknesses, including: (i) insufficient segregation of duties within the finance function; (ii) lack of a formal fair-value measurement process for Level 3 assets, which contributed to the need for re-audit adjustments in the fiscal 2024 consolidated financial statements; (iii) inadequate documentation of business-combination accounting for the September 17, 2024 reverse-merger; (iv) reliance on a small finance team without sufficient U.S. GAAP and SEC reporting expertise; and (v) delay in closing the books for fiscal 2025 which contributed to the late filing of this Annual Report.

~~(Audited)~~Remediation Plan

	September 30, 2024			September 30, 2023
ASSETS
Current Assets:
Cash	$	95,815		$	588
Marketable securities		1,260,000			-
Accounts receivable		9,201,764			-
Inventory		517,000			-
Other current assets		4,583			-
Total Current Assets		11,079,162			588
Fixed assets, net		141,806			-
Intangible assets, net		1,603,430			-
Crypto currency tokens		2,700,000			-
Other assets		14,746,000
TOTAL ASSETS	$	30,270,399		$	588
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable	$	7,132,768		$	44,500
Credit cards payable		1,980			-
Accrued expenses & other current liabilities		82,470			241,627
Total Current Liabilities		7,217,218			286,127
Non-Current Liabilities
Notes payable		136,944			126,350
Total Non-Current Liabilities		136,944			126,350
TOTAL LIABILITIES		7,354,162			412,477
Stockholders’ Equity (Deficit)
Preferred Stock, $0.0001 par value, 100,000,000 shares authorized, 0 and 0 shares issued and outstanding, respectively.		200			-
Common stock, $0.0001 par value, 10,000,000,000 shares authorized, 58,608,825 and 55,308,825 shares issued and outstanding respectively.		5,861			5,531
Additional paid-in capital		39,018,396			9,765,828
Subscription receivable		-			(5,500	)
Accumulated deficit		(9,950,869	)		(10,177,748	)
Total Stockholders’ Equity (Deficit)		22,916,237			(411,889	)
Non-controlling interests		(6,357,151	)		-
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	30,270,399		$	588

Management has developed, approved, and begun implementing a comprehensive remediation plan designed to address the material weaknesses in internal control over financial reporting identified above. The remediation actions described below are intended to strengthen the Company’s control environment, enhance financial‑reporting accuracy, and establish sustainable processes consistent with U.S. GAAP and SEC reporting requirements. The Company expects remediation efforts to continue through fiscal 2026.

Segregation of Duties. The ~~accompanying~~Company ~~notes~~has ~~are~~engaged a Fractional Chief Financial Officer with extensive SEC reporting and public‑company experience to provide an ~~integral~~independent ~~part~~layer of ~~these~~review ~~consolidated~~over financial ~~statements~~reporting, journal‑entry approval, and period‑end close procedures. Management intends to hire a full‑time Controller during fiscal 2026 to formally separate transaction‑recording, reconciliation, and review functions. The addition of a Controller will also allow for the implementation of dual‑review controls, enhanced oversight of subsidiary‑level accounting, and improved monitoring of internal‑control compliance.

F-Fair‑Value Measurement Process (ASC 820). Management is establishing a formal ASC 820 Level 3 ~~Table~~valuation policy and procedure to ensure consistent, well‑documented, and supportable fair‑value measurements. Key elements of ~~Contents~~this remediation include: (a) engaging an independent third‑party valuation specialist to prepare a comprehensive fair‑value report covering the TAG Enterprise sum‑of‑the‑parts intangible assets and the Hard Solar portfolio; (b) documenting the selection, calibration, and sensitivity analysis of key unobservable inputs, including discount rates, long‑term growth rates, energy‑yield assumptions, and probability‑weighted cash‑flow scenarios; and (c) instituting a quarterly management review of fair‑value assumptions, with formal sign‑off by the CFO and oversight by an independent member of the Board of Directors. These procedures are designed to ensure that all Level 3 valuations are supportable, consistently applied, and compliant with ASC 820.

~~FREEDOM~~Business‑Combination ~~HOLDINGS~~Accounting (ASC 805). Management is working with Shah Teelani & Associates to complete a formal ASC 805 purchase‑price allocation memorandum for the September 17, ~~INC~~2024, reverse‑merger transaction. This analysis includes: (i) a documented assessment of the accounting acquirer; (ii) identification and fair‑value measurement of all assets acquired and liabilities assumed; and (iii) reconciliation of legal equity to the accounting equity presentation required in a reverse recapitalization. This work is being completed as part of the fiscal 2024 re‑audit and will establish a durable framework for evaluating future acquisitions and complex transactions.

~~CONSOLIDATED~~U.S. ~~STATEMENTS~~GAAP OFand ~~OPERATIONS~~SEC Reporting Expertise. The engagement of the Fractional CFO provides immediate access to technical accounting expertise, SEC reporting knowledge, and public‑company disclosure experience. The Company is developing a comprehensive disclosure checklist aligned with Regulation S‑K and Regulation S‑X requirements to ensure completeness and accuracy of future filings. Management has also begun implementing quarterly closing procedures, including standardized workpapers, reconciliation templates, and review protocols, to reduce the elapsed time between fiscal year‑end and the filing of the Annual Report on Form 10‑K.

~~(Audited)~~16 Table of Contents

	For the Years Ended September 30,
	2024			2023
Revenues	$	1,272,800		$	-
Cost of Sales		1,005,341			-
Gross Margin		267,459			-
Operating Expenses
Stock based compensation		254,000			351,000
Professional fees		26,364			40,380
Selling, general and administrative expenses		29,732			4,076
Total operating expenses		310,096			395,456
Net loss from operations		(42,637	)		(395,456	)
Other income (expenses)
Gain on extinguishment of debt		34,000			7,382
Interest expense		(8,620	)		(11,844	)
Income taxes		-			-
Net income attributable to non-controlling interests		(3,169	)		-
Net loss	$	(20,426	)	$	(399,918	)
Basic and diluted loss per share	$	(0.00	)	$	(0.01	)
Weighted average number of shares outstanding		56,229,815			37,199,236

Timely Closing and Filing. The Company has implemented a formal quarter‑end close calendar that establishes target completion dates for trial balance preparation, subsidiary‑level consolidation, intercompany eliminations, and management review. For fiscal 2026, the Company has established an internal target of filing its Annual Report on Form 10‑K within 75 days of fiscal year‑end (by December 14, 2026). Management believes that the enhanced close calendar, combined with additional accounting personnel and improved documentation, will materially improve the timeliness and reliability of future SEC filings.

~~The~~Auditor ~~accompanying~~Attestation. ~~notes~~As ~~are~~a smaller reporting company and non‑accelerated filer, the Company is not required to include and has not included an ~~integral~~attestation ~~part~~report of ~~these~~its ~~consolidated~~independent registered public accounting firm regarding internal control over financial ~~statements~~reporting under Section 404(b) of the Sarbanes‑Oxley Act.

~~F-4~~Changes ~~Table~~in ofInternal ~~Contents~~Control Over Financial Reporting

~~FREEDOM~~Other ~~HOLDINGS~~than the changes arising from (i) the appointment of Brian Odle as Interim Chief Financial Officer on June 11, ~~INC~~2025, and (ii) the engagement of Shah Teelani & Associates as the Company’s independent registered public accounting firm on March 24, 2026, there were no changes in the Company’s internal control over financial reporting during the fourth quarter of fiscal 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s remediation efforts described above are ongoing and will continue into fiscal 2026.

~~CONSOLIDATED~~Item ~~STATEMENT~~9B. OFOther ~~CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)~~Information

~~FOR THE YEARS ENDED SEPTEMBER 30, 2024, AND 2023~~None.

~~(Audited)~~Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

	Preferred Stock				Common Stock				Additional
	Shares		ParValue		Shares		ParValue		Paid-inCapital		SubscriptionReceivable			RetainedDeficit			NCI			Total
Balance, September 30, 2022		-	$	-		9,308,825	$	931	$	9,364,428	$	-		$	(9,777,830	)	$	-		$	(412,471	)
Shares issued for acquisition						40,000,000		4,000		46,000		(5,500	)								44,500
Shares issued for services						2,000,000		200		350,800											351,000
Shares sold						4,000,000		400		4,600											5,000
Net loss															(399,918	)					(399,918	)
Balance, September 30, 2023		-	$	-		55,308,825	$	5,531	$	9,765,828	$	(5,500	)	$	(10,177,748	)	$	-		$	(411,889	)
Subscription cancellation												5,500									5,500
NCI																		(6,357,151	)		(6,357,151	)
Shares issued for services						3,300,000		330		253,670											254,000
Acquisition/merger activity		2,000,000		200						29,198,698											29,198,898
Net loss															(20,426	)					(20,426	)
Balance, September 30, 2024		2,000,000	$	200		58,608,825	$	5,861	$	39,218,396	$	-		$	(9,950,869	)	$	(6,357,151	)	$	22,916,237

Not applicable.

~~The~~17 ~~accompanying~~Table ~~notes are an integral part~~ of ~~these consolidated financial statements.~~Contents

~~F-5~~PART ~~Table of Contents~~III

~~FREEDOM~~Item ~~HOLDINGS~~10. Directors, ~~INC.~~Executive Officers and Corporate Governance

~~CONSOLIDATED~~Pablo ~~STATEMENTS~~Diaz, OFage ~~CASH~~48 ~~FLOWS~~— Chief Executive Officer and Chairman of the Board

~~(Audited)~~Mr. Diaz became CEO and Chairman of the Board on September 17, 2024, upon closing of the reverse-merger transaction with TAG. Mr. Diaz has been a high-level executive at two publicly traded alternative-energy companies and since 2011 has been party to more than 14,000 alternative-energy installations and has structured over $400 million for alternative-energy projects throughout the United States and Canada. He has been featured in the Washington Post, Houston Chronicle, Yahoo Finance, and numerous industry publications, and was named Top 20 Dynamic CEO by CEO Magazine in 2020.

	For the Years EndedSeptember 30,
	2024			2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(20,426	)	$	(399,918	)
Adjustment to reconcile net loss to net cash provided by (used in) operations:
Stock issued for services		254,000			351,000
Change in assets and liabilities
Accounts receivable		(101,683	)		-
Accounts payable and accruals		(32,677	)		(2,544	)
Accrued interest		-			(244	)
Net cash provided by (used in) operating activities		99,214			(51,706	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock for acquisition		-			44,500
Proceeds (repayment) of notes payable		(3,987	)		2,617
Proceeds from stock sale		-			5,000
Net cash (used in) provided by financing activities		(3,987	)		52,117
Net change in cash and cash equivalents		95,227			411
Cash and cash equivalents, Beginning of year		588			177
Cash and cash equivalents, End of year	$	95,815		$	588
Supplemental cash flow information
Cash paid for interest	$	8,620		$	11,844
Cash paid for taxes	$	—		$	—

Brian Odle, age 52 — Interim Chief Financial Officer and Board Secretary

Mr. Odle has served as Interim Chief Financial Officer since the resignation of Nadia Conn on June 11, 2025. He has more than 30 years of experience in finance and alternative energy and has worked with Mr. Diaz in executive roles for over a decade. Recent roles include Executive Vice President of The ~~accompanying~~Awareness ~~notes~~Group ~~are~~(August an2023–present), ~~integral~~Senior ~~part~~Vice President of ~~these~~Solar ~~consolidated~~Integrated ~~financial~~Roofing ~~statements~~Corporation (June 2021–August 2023) and Singlepoint Inc. (May 2019–June 2021).

~~F-6~~Brooks ~~Table~~Holcomb, ofage ~~Contents~~50 — Independent Board Member

~~FREEDOM~~Mr. ~~HOLDINGS~~Holcomb was appointed as an independent member of the Board of Directors on September 17, ~~INC~~2024. He holds a magna cum laude law degree from the University of Miami, is a practicing attorney and owns a law firm specializing in business law. He has been published multiple times by the American Bar Association and the State Bar of Arizona. He has served on multiple boards of directors, including the Foundation for Burns and Trauma, Inc., and currently serves as a Colombian Diplomat to the United Nations.

~~NOTES~~Marco TORubin, ~~THE~~age ~~CONSOLIDATED~~63 ~~FINANCIAL~~— ~~STATEMENTS~~Independent Board Member

~~SEPTEMBER~~Mr. 30Rubin was appointed as an independent member of the Board of Directors on September 17, 2024. ~~AND~~He ~~2023~~specializes in strengthening existing foundations within the professional investment community, including venture capital, institutional investors, investment bankers, private equity, and corporate venture groups. He has experience with federal venturing operations and leading-edge research institutions, including the National Science Foundation and the MITRE Corporation.

~~NOTE~~Director 1Independence. -Based ~~ORGANIZATION~~on ~~AND~~the ~~NATURE~~NASDAQ OFListing ~~BUSINESS~~Rule 5605(a)(2) independence criteria, the Board has determined that Brooks Holcomb and Marco Rubin qualify as independent directors. We do not have an audit committee, a compensation committee, or a nominating committee, and we do not have an "audit committee financial expert" as defined in Item 401 of Regulation S-K.

~~Freedom~~Code ~~Holdings,~~of ~~Inc~~Ethics. ~~(the~~The “Company”) ishas adopted a ~~for~~Code ~~profit~~of ~~corporation~~Ethics ~~established~~applicable ~~under~~to ~~the~~its ~~corporation~~principal ~~laws~~executive inofficer, ~~the~~principal ~~State~~financial ~~of Maryland~~officer, ~~United~~principal ~~States~~accounting ofofficer, ~~America~~and onpersons ~~June~~performing ~~15,~~similar ~~2005~~functions.

~~Since~~Item inception and up until the September 17, 2024 merger with The Awareness Group (“TAG”) (see Note 4 – Merger Transaction) the Company has devoted substantially all its efforts to establishing a new business11. ~~The~~Executive ~~Company generated expenses and limited revenue from these efforts.~~Compensation

~~The~~Summary ~~Company’s~~Compensation ~~activities~~Table. ~~are~~The ~~subject~~following totable ~~significant~~sets ~~risks~~forth ~~and~~compensation ~~uncertainties~~earned ~~including~~by ~~failure~~or paid to ~~generate~~our ~~sufficient~~named ~~cash~~executive ~~flows~~officers ~~from~~for ~~operating activities and~~ the ~~ability~~fiscal toyears ~~secure~~ended ~~additional~~September ~~funding~~30, if2025, ~~needed~~and toSeptember ~~properly~~30, ~~execute the Company’s business plan.~~2024:

The Company has adopted a September 30 fiscal year end.

Name and Principal Position	Year	Salary ($)		Stock Awards ($)		All Other Comp. ($)		Total ($)
Pablo Diaz, CEO & Chairman	2025		275,000		—		—		250,000
	2024	250,000							250,000
Nadia Conn, CFO (thru Jun 11, 2025)	2025		120,000		—		—		120,000
	2024		120,000						120,000
Brian Odle, Interim CFO (from Jun 11, 2025)	2025		180,000		—		—	180,000

~~NOTE~~Director 2Compensation. Our non-employee ~~SUMMARY~~independent OFdirectors ~~SIGNIFICANT~~Brooks ~~ACCOUNTING~~Holcomb ~~POLICIES~~and Marco Rubin did not receive cash compensation for their service on the Board during fiscal 2025.

~~Basis~~Outstanding Equity Awards at Fiscal Year-End. As of ~~presentation~~September 30, 2025: NA

~~The~~18 ~~Company’s~~Table ~~consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States~~ of ~~America (“U.S. GAAP”).~~Contents

~~Principles~~Item 12. Security Ownership of ~~Consolidation~~Certain Beneficial Owners and Management

The ~~accompanying~~following ~~consolidated~~table ~~financial~~sets ~~statements~~forth ~~include~~certain ~~the~~information ~~accounts~~regarding beneficial ownership of ~~the~~our ~~Company~~common stock as of September 30, ~~which~~2025, ~~include~~by (i) each person known to us to be the ~~accounts~~beneficial ~~for~~owner ~~TAG~~of ~~and~~more ~~its~~than ~~majority~~5% ~~owned~~of ~~subsidiaries~~any ~~including~~class ~~Candela~~of ~~Coin~~our voting securities, ~~Captain~~(ii) ~~Manicorn~~each ~~and~~of ~~Standard~~our ~~Eco.~~named ~~Any~~executive ~~non-controlling~~officers, ~~interests~~(iii) ~~associated~~each ~~with~~of ~~these~~our ~~subsidiaries~~directors, isand ~~separately~~(iv) ~~disclosed~~all inexecutive ~~the~~officers ~~financial~~and ~~statements.~~directors as a group:

All inter-company accounts and transactions have been eliminated in consolidation.

Name of Beneficial Owner	Common Shares		Series A Preferred		% of Voting Power
Pablo Diaz (CEO, Chairman)		32,740,942		10,000,000		89.5	%
Nadia Conn (former CFO)		0		—		—
Brian Odle (Interim CFO, Secretary)		0		—		—
Brooks Holcomb (Director)		0		—		—
Marco Rubin (Director)		0		—		—
All directors and officers as a group (4 persons)		32,740,942		10,000,000	89.5		%

~~Use~~Item of13. ~~estimates~~Certain Relationships and Related Transactions, and Director Independence

~~The~~See ~~preparation~~Note of9 ~~financial statements in conformity with generally accepted accounting principles requires management~~ to ~~make estimates and assumptions that affect~~ the ~~reported~~Consolidated ~~amounts~~Financial ofStatements ~~assets~~for ~~and~~a ~~liabilities~~description ~~and disclosure~~ of ~~contingent~~related-party ~~assets~~transactions, ~~and~~including ~~liabilities~~advances atfrom ~~the~~Pablo ~~date~~Diaz, ofChief ~~the~~Executive ~~financial~~Officer, ~~statements~~which ~~and~~accrue ~~the~~interest ~~reported~~at ~~amounts of revenues and expenses during the reporting period~~12.75% ~~Actual~~per ~~results could differ from those estimates~~annum.

~~Concentrations~~Other ofthan ~~Credit~~the ~~Risk~~CEO advances described in Note 9 to the Consolidated Financial Statements, the following related-party transactions occurred during fiscal 2025 and fiscal 2024:

We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. We don’t believe we are exposed to any significant credit risk with cash.

	·	Captain Manicorn 49% NCI: The 49% non-controlling interest in Captain Manicorn is held by Just Care More LLC. No cash distributions were made to the non-controlling interest holders during fiscal 2025 or 2024.
	·	Common ownership — Standard Eco, Southwest Financial, Estrella, Hard Solar: These entities share common ownership or management with the Company through Pablo Diaz. Intercompany transactions are eliminated in consolidation.

~~Fair~~Item ~~Value~~14. ~~Measurements~~Principal Accountant Fees and Services

~~Fair~~The ~~value~~following istable ~~the~~sets ~~price~~forth ~~that~~fees ~~would~~billed ~~be received from selling an asset or paid~~ to ~~transfer a liability in an orderly transaction between market participants at~~ the ~~measurement~~Company ~~date. Fair value is estimated~~ by ~~applying~~its ~~the~~independent ~~following~~registered ~~hierarchy,~~public ~~which~~accounting ~~prioritize~~firms ~~the~~for ~~inputs used to measure fair value into three levels and bases~~ the ~~categorization~~fiscal ~~with~~years ~~the~~ended ~~hierarchy~~September ~~upon~~30, ~~the~~2025, ~~lowest level of input that is available~~ and ~~significant~~September to30, ~~the fair value measurement.~~2024:

F-7 Table of Contents

	Shah Teelani FY2025		Shah Teelani FY2024 Re-Audit		Olayinka Oyebola FY2024 (Original)
Audit fees	35,000		20,000			10,000
Audit-related fees		—		—		—
Tax fees		—		—	0
All other fees		—		—		—
Total	35,000		20,000		10,000

Pre-Approval Policies. The ~~fair~~Company ~~value~~does ~~hierarchy~~not ~~consists~~have ofan ~~three~~audit ~~broad~~committee. ~~levels,~~All ~~which~~services ~~gives~~by the ~~highest~~Company's ~~priority~~independent toregistered ~~unadjusted~~public ~~quoted~~accounting ~~prices~~firm inare ~~active~~pre-approved ~~markets~~by ~~for identical assets or liabilities (Level 1) and~~ the ~~lowest~~Board ~~priority~~of ~~to unobservable inputs (Level 3)~~Directors.

~~The~~19 ~~three~~Table ~~levels~~ of ~~the fair value hierarchy under ASC 820, “Fair Value Measurement” are described below:~~Contents

~~Level~~PART ~~1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.~~IV

~~Level~~Item 2 - Inputs, other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e15.g. ~~interest~~Exhibits ~~rates);~~ and ~~inputs~~Financial ~~that~~Statement ~~are derived principally from or corroborated by observable market data by correlation or other means.~~Schedules

~~Level~~(a) 3Financial -Statements. ~~Inputs~~See ~~that~~Index ~~are both significant~~ to ~~the~~Consolidated ~~fair~~Financial ~~value~~Statements ~~measurement~~at ~~and~~page ~~unobservable~~F-1.

~~The~~(b) ~~Company’s~~Exhibits. ~~cash~~The ~~and~~following ~~cash~~exhibits ~~equivalents and short-term investments~~ are ~~classified~~filed ~~within~~or ~~Level~~furnished 1as ofpart ~~the fair value hierarchy because they are valued using quoted market prices. The carrying amounts~~ of ~~accounts~~this ~~payable,~~Annual ~~advances payable and short-term loans approximate their fair value due to short term maturities.~~Report:

Revenue Recognition

10.5		Shah Teelani & Associates engagement letter dated March 24, 2026
23.1		Consent of Shah Teelani & Associates
31.1		Certification of Principal Executive Officer pursuant to Rule 13a-14(a) / 15d-14(a)
31.2		Certification of Principal Financial Officer pursuant to Rule 13a-14(a) / 15d-14(a)
32.1		Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350
32.2		Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350
101		Interactive Data Files (XBRL)

~~The~~Item ~~Company has adopted Accounting Standards Codification (“ASC”) 606, “Revenue From Contracts With Customers”~~16. ~~Specifically,~~ ~~the~~Form ~~Company~~10-K recognizes revenue from the sale and installation of solar systems on a milestone basis. As these milestones are achieved the corresponding costs and revenue are recognized. To the extent that financing is provided, the Company recognizes interest over the term of the financing arrangement. Summary

~~Cost of Sales~~None.

~~Cost~~20 ofTable ~~sales is principally comprised~~ of ~~equipment and labor. These costs are recognized as they are incurred.~~Contents

~~Cash and Cash Equivalents~~SIGNATURES

~~The~~Pursuant ~~Company~~to ~~considers~~the ~~all~~requirements ~~highly~~of ~~liquid~~Section ~~investments~~13 ~~with~~or a15(d) ~~maturity~~ of ~~three~~the ~~months~~Securities orExchange ~~less~~Act ~~when~~of ~~purchased~~1934, tothe beregistrant ~~cash~~has ~~equivalents.~~duly ~~Cash~~caused ~~and~~this ~~cash~~report ~~equivalents~~to ~~for~~be ~~the~~signed ~~years~~on ~~ended~~its ~~September~~behalf ~~30,~~by ~~2024,~~the ~~and 2023 were $95~~undersigned,~~815~~ ~~and~~thereunto ~~$588,~~duly ~~respectively~~authorized.

Inventories

	THE AWARENESS GROUP, INC.

Date: April 16, 2026	By:	/s/ Pablo Diaz
		Pablo Diaz
		Chairman and CEO (Principal Executive Officer)

Inventories consist of internally created crypto tokens that are held for sale. The tokes are adjusted to fair value based on current market prices.

Date: April 16, 2026	By:	/s/ Brian Odle
		Brian Odle
		Interim Chief Financial Officer
		(Principal Financial and Accounting Officer)

~~Property~~Pursuant to the requirements of the Securities Exchange Act of 1934, ~~Plant~~this &report ~~Equipment~~has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

Property, plant & equipment are recorded at cost. Expenditures for maintenance and repairs are charged to expense as incurred. Depreciation and amortization of property, plant and equipment are determined using the straight-line method over the estimated useful lives shown below.

Date: April 16, 2026	By:	/s/ Pablo Diaz
		Pablo Diaz
		Chief Executive Officer

Building and improvements		35 years
Date: April 16, 2026	By:	/s/ Brian Odle
Equipment, furniture and fixtures		5 years
		Brian Odle
Software		3 years
		Interim CFO (Principal Financial and Accounting Officer)
Leasehold improvements		The lesser of the lease term or the estimated useful life
		Secretary

There was no depreciation expense for the years ended September 30, 2024 and 2023, respectively as the Company had no depreciable property, plant & equipment prior to the TAG transaction. Depreciation of the property, plant & equipment acquired as part of the TAG transaction began in October 2024.21

Net income (loss) per common share

Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. There are no potentially dilutive shares of common stock.

F-8 Table of Contents

FREEDOM HOLDINGS, INC

NOTES TO THE FINANCIAL STATEMENTS

SEPTEMBER 30, 2024 AND 2023

Share-based expense

ASC 718, “Compensation – Stock Compensation”, prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the consolidated financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, “Equity – Based Payments to Non-Employees”. Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.

Share-based expense was $254,000 and $351,000 for the years ended September 30, 2024 and September 30, 2023, respectively.

Income Taxes

The Company accounts for income taxes in accordance with ASC 740, “Accounting for Income Taxes”, as clarified by ASC 740-10, “Accounting for Uncertainty in Income Taxes”. Under this method, deferred income taxes are determined based on the estimated future tax effects of differences between the financial statement and tax basis of assets and liabilities and net operating loss and tax credit carryforwards given the provisions of enacted tax laws. Deferred income tax provisions and benefits are based on changes to the assets or liabilities from year to year. In providing for deferred taxes, the Company considers tax regulations of the jurisdictions in which the Company operates, estimates of future taxable income, and available tax planning strategies. If tax regulations, operating results or the ability to implement tax-planning strategies vary, adjustments to the carrying value of deferred tax assets and liabilities may be required. Valuation allowances are recorded related to deferred tax assets based on the “more likely than not” criteria of ASC 740.

ASC 740-10 requires that the Company recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the “more-likely-than-not” threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company has applied for an extension of time to file with the Internal Revenue Service for its most recent tax filing.

The Company recognizes expenses for tax penalties and interest assessed by the Internal Revenue Service and other taxing authorities upon receiving valid notice of assessments. The Company has received no such notices as of September 30, 2024.

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences will become deductible. The Company considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. The Company has recorded a full valuation allowance against its net deferred tax assets because it is not currently able to conclude that it is more likely than not that these assets will be realized. The amount of deferred tax assets considered to be realizable could be increased in the near term if estimates of future taxable income during the carryforward period are increased.

F-9 Table of Contents

FREEDOM HOLDINGS, INC

NOTES TO THE FINANCIAL STATEMENTS

SEPTEMBER 30, 2024 AND 2023

As of September 30, 2024, the Company had unused net operating loss carry forwards of $258,000 available to reduce future federal taxable income. The Company’s ability to offset future taxable income, if any, with net operating loss tax carryforwards may be limited due to the non-filing of tax returns. Under the CARES act, net operating losses arising after 2017 can be carried forward indefinitely. Furthermore, changes in ownership may result in limitations under Internal Revenue Code Section 382.

Related Parties

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

Recently issued accounting pronouncements

The Company has reviewed the FASB issued ASU accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and do not believe that any new or modified principles will have a material impact on the Company’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of the Company’s financial management.

NOTE 3 – GOING CONCERN

As reflected in the accompanying consolidated financial statements, the Company only began generating revenue with the TAG transaction on September 17, 2024 (see Note 4 – Merger Transaction) and has an accumulated deficit of $9,950,869 at September 30, 2024. Further, the Company had a net loss of $20,426 and $399,918 for the years ended September 30, 2024 and 2023, respectively. These factors raise substantial doubt about our ability to continue as a going concern.

The financial statements have been prepared assuming that the Company will continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE 4 – MERGER TRANSACTON

On September 9, 2024, the Company entered into a Merger Agreement with TAG. Pursuant to the Merger Agreement, at the closing of the transaction, TAG was acquired as a wholly owned subsidiary. The transaction closed on September 17, 2024. Since that date, TAG’s operating results have been included in the Company’s consolidated results and all assets and liabilities have been included in the Company’s consolidated balance sheet.

Under the Merger Agreement, the TAG shareholders received 32,740,942 shares of the Company’s Common Stock and 10,000,000 shares of Series A Preferred Stock in exchange for assigning their LLC membership interests in TAG to the Company. As a result of the Merger, the Company is the sole member of TAG and TAG shareholders are the majority shareholders of the Company. Although shares were agreed to be exchanged as outlined, completion of all share exchanges was not fully completed until December 2024.

F-10 Table of Contents

FREEDOM HOLDINGS, INC

NOTES TO THE FINANCIAL STATEMENTS

SEPTEMBER 30, 2024 AND 2023

The following reflects the TAG assets and liabilities at the transaction date:

	2024
Current assets	$	9,815,248
Fixed assets		141,806
Intangible assets		1,603,430
Crypto assets		2,700,000
Other non-current assets		14,746,000
Total assets	$	29,006,484
Current liabilities	$	6,198,427
Notes payable		14,581
Total liabilities		6,213,008
Non-controlling interests		(6,647,080	)
Net equity	$	28,572,412

The following depicts the proforma results for the Company for the year-ended September 30, 2024 as if the TAG transaction took place effective October 1, 2023:

	2024
Revenues	$	9,558,549
Cost of sales		7,268,894
Gross margin		2,289,655
Operating expenses		668,133
Net operating income	$	1,621,521

Given the Company’s very limited operating activities prior to the September 17, 2024 TAG transaction, there were no pro forma adjustments deemed necessary.

NOTE 5 – PROPERTY, PLANT & EQUIPMENT

Property, plant & equipment consists of the following at September 30, 2024:

	2024
Autos and vehicles	$	87,204
Equipment		54,603
Total property, plant & equipment	$	141,806

There was no property, plant & equipment at September 30, 2023. The assets were acquired as part of the TAG transaction on September 17, 2024.

F-11 Table of Contents

FREEDOM HOLDINGS, INC

NOTES TO THE FINANCIAL STATEMENTS

SEPTEMBER 30, 2024 AND 2023

NOTE 6 – INTANGIBLE ASSETS

Intangible assets consist of the following at September 30, 2024:

	2024
Customer lists and memberships	$	569,430
Exchange contracts		457,000
Websites and software		185,000
Media materials		392,000
Total intangible assets	$	1,603,430

The Company had no intangible assets at September 30, 2023. The assets were acquired as part of the TAG transaction on September 17, 2024.

NOTE 7 – CRYPTO CURRENCY TOKENS

The Company’s crypto currency tokens consisted of the following at September 30, 2024:

	2024
Candela tokens	$	2,250,000
CLA tokens		450,000
Total crypto currency tokens	$	2,700,000

The Company had no crypto currency tokens at September 30, 2023. The assets were acquired as part of the TAG transaction on September 17, 2024.

NOTE 8 – OTHER ASSETS

The Company’s other assets consisted of the following at September 30, 2024:

	2024
Solar incentive program	$	6,500,000
Litigation settlement		6,410,000
Media partnership		1,200,000
Promoter and producer contracts		485,000
Note receivable		150,000
Security deposit		1,000
Total other assets	$	14,746,000

The Company had no other assets at September 30, 2023. The assets were acquired as part of the TAG transaction on September 17, 2024.

F-12 Table of Contents

FREEDOM HOLDINGS, INC

NOTES TO THE FINANCIAL STATEMENTS

SEPTEMBER 30, 2024 AND 2023

NOTE 9 – NOTE PAYABLE

On December 30, 2013, the Company received a $56,978 Demand Instalment Loan from Bruce Miller, a personal acquaintance of our former CEO. The loan incurs interest at 12% per annum. On August 7th, 2017, the Company obtained an additional unsecured, nonrecourse and open-ended loan of $50,000 from Mr. Miller. The loan incurs interest at 15% per annum. The loans require monthly repayment of principal and interest of $750.00 each, however the Company has not remained current on all required payments.

Mr. Brian Kistler, a former related party of the Company, has also made loans to the Company under similar terms, to fund operating activities.

The following sets forth the outstanding principal and accrued interest at September 30:

	2024		2023
Note payable – Bruce Miller	$	86,289	$	86,289
Note payable – New Opportunity Business Solutions (Brian Kistler)		36,074		40,061
Other		14,581		-
Total note payable and accrued interest	$	136,944	$	126,350

NOTE 10 – ACCRUED EXPENSES

Accrued expenses totaled $82,470 and $241,627 at September 30, 2024, and 2023, respectively.

NOTE 11 – EQUITY

Preferred Stock

The number of preferred shares outstanding on September 30, 2023, and September 30, 2022, was 0 and 0, respectively.

Common Stock

On February 3, 2023, the Company entered into a definitive agreement with MEDcann Industries in which MEDcann agreed to purchase 40 million common shares at $0.00125 for a total of $50,000 as disclosed in Form 8k filed with the SEC on 2-10-2023. To date MEDcann has paid $30,000 towards the total purchase price.

On June 14, 2023, the Company entered into a definitive agreement with Gibraltar Securities in which Gibraltar was issued 2,000,000 at FMV of $0.1755 for a total of $351,000 as payment in full for services rendered.

On June 21, 2023, the Company sold 4,000,000 shares of common at $0.00125 per share or a total of $5,000.

On January 1, 2024 to July 3, 2024 the Company issued 3,300,000 shares of commons stock for a total of $254,000, at $0.0769 per share.

Total common shares outstanding at September 30, 2024, and 2023 were 58,608,825 and 55,308,825, respectively. (See Note 4 – Merger Transaction for further details on share transfers.)

F-13 Table of Contents

FREEDOM HOLDINGS, INC

NOTES TO THE FINANCIAL STATEMENTS

SEPTEMBER 30, 2024 AND 2023

NOTE 12 – INCOME TAXES

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. The Company has evaluated Staff Accounting Bulletin No. 118 regarding the impact of the decreased tax rates of the Tax Cuts & Jobs Act. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The U.S. federal income tax rate of 21% is being used due to the new tax law recently enacted.

The provision for Federal income tax consists of the following at September 30:

	2024			2023
Federal income tax benefit attributable to:
Current Operations	$	4,000		$	84,000
Less: valuation allowance		(4,000	)		(84,000	)
Net provision for Federal income taxes	$	—		$	—

The cumulative tax effect at the expected rate of 21% of significant items comprising our net deferred tax amount is as follows at September 30:

	2024			2023
Deferred tax asset attributable to:
Net operating loss carryover	$	258,000		$	254,000
Less: valuation allowance		(258,000	)		(254,000	)
Net deferred tax asset	$	—		$	—

At September 30, 2024, the Company had net operating loss carry forwards of approximately $258,000 that maybe offset against future taxable income. No tax benefit has been reported in the September 30, 2024 or 2023 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.

On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cut and Jobs Act (the “Tax Act”). The Tax Act establishes new tax laws that effect 2018 and future years, including a reduction in the U.S. federal corporate income tax rate to 21% effective January 1, 2018.

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years.

ASC Topic 740 provides guidance on the accounting for uncertainty in income taxes recognized in a company’s financial statements. Topic 740 requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements.

The Company includes interest and penalties arising from the underpayment of income taxes in the statements of operations in the provision for income taxes. At September 30, 2024, the Company had no accrued interest or penalties related to uncertain tax positions.

NOTE 13 - SUBSEQUENT EVENTS

Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855, from the balance sheet date through the date the financial statement was available to be issued and has determined that there are no material subsequent events that require disclosure in these financial statements other than,

F-14 Table of Contents

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Defined terms included below have the same meaning as terms defined and included elsewhere in this Annual Report on Form 10-K (this "Form 10-K").

Introduction

The unaudited pro forma condensed combined statement of operations for the year ended September 30, 2024 gives pro forma effect to the Business Combination as if it had been consummated as of October 1, 2023. This information should be read together with audited financial statements of Freedom Holdings, Inc. (the “Company” or “Parent”) for the year ended September 30, 2024 and related notes and "Management's Discussion and Analysis of Financial Condition and Results of Operations of the Company" for the year ended September 30, 2024 included in and incorporated by reference into this 10-K.

There is no unaudited pro forma condensed combined balance sheet as of September 30, 2024 as the full effect of the Business Combination is already reflected in the September 30, 2024 balance sheet for Freedom Holdings, Inc. included in and incorporated by reference into this 10-K.

The unaudited pro forma condensed combined statement of operations for the year ended September 30, 2024 has been prepared using the following:

	·	Company's audited consolidated statement of operations for the year ended September 30, 2024, incorporated by reference into this Form 10-K.; and
	·	TAG's unaudited consolidated historical statement of operations for the nine month period ended September 30, 2024.

Description of the Transactions

On September 9, 2024, the Parent entered into the Merger Agreement with TAG. Pursuant to the Merger Agreement, at the closing of the transaction contemplated thereby, TAG was acquired as a wholly owned subsidiary of the Parent. The Merger closed on September 17, 2024. Under the Merger Agreement, the Target Shareholders received 32,740,942 shares of Common Stock and 10,000,000 shares of Series A Preferred Stock in exchange for assigning their LLC membership interests in TAG to the Parent. As a result of the Merger, Parent is the sole member of TAG and TAG shareholders are the majority shareholders of Parent.

Accounting for the Merger

The Merger will be accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, TAG, who was the legal acquirer, will be treated as the "acquired" company for financial reporting purposes and Company will be treated as the accounting acquirer. This determination was primarily based on TAG having a majority of the voting power of the post-combination company, TAG's senior management comprising substantially all of the senior management of the post-combination company, the relative size of TAG, and TAG's operations comprising the ongoing operations of the post-combination company. Accordingly, for accounting purposes, the Merger will be treated as the equivalent of a capital transaction in which Company is issuing stock for the net assets of TAG. The net assets of TAG will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Merger will be those of Company.

Basis of Pro Forma Presentation

The historical financial information has been adjusted to give pro forma effect to events that are related and/or directly attributable to the Business Combination. The adjustments presented on the unaudited pro forma combined financial statements have been identified and presented to provide relevant information necessary for an accurate understanding of the post-combination company upon consummation of the Business Combination. The unaudited pro forma condensed combined financial information is for illustrative purposes only. The financial results may have been different had the companies always been combined. You should not rely on the unaudited pro forma combined financial information as being indicative of the historical financial position and results that would have been achieved had the companies always been combined or the future financial position and results that the post-combination company will experience. Company and TAG did not have any historical relationship prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

The following depicts the proforma results for the Company for the year-ended September 30, 2024 as if the TAG transaction took place effective October 1, 2023:

	2024
Revenues	$	9,558,549
Cost of sales		7,268,894
Gross margin		2,289,655
Operating expenses		668,133
Net operating income	$	1,621,521

Given the Company’s very limited operating activities prior to the September 17, 2024 TAG transaction, there were no pro forma adjustments deemed necessary.

F-15

Filing Compare · Awareness Group, Inc.