UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: March 31, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________.

Commission file number: 000-54853

FREEDOM HOLDINGS, INC.

a/k/a

FREEDOM ACQUISITION CORP

(Exact name of registrant as specified in its charter)

Florida	56-2560951
(State or Other Jurisdiction of Incorporation or Organization)	(IRS Employer Identification No.)

4343 N Scottsdale, Rd. #150 Scottsdale, AZ	85251
Address of Principal Executive Offices	Zip Code

1-888-974-6388

Registrant’s telephone number, including area code

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

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 registrant has submitted electronically every Interactive Data File required to be submitted 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 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	☐	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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares outstanding of the registrant’s common stock, $0.0001 par value per share, as of May 19, 2025, was 59,608,825.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

In this Quarterly Report on Form 10-Q, references to “Freedom Holdings, Inc.,” “Freedom,” “FHLD,” the “Company,” “we,” “us,” and “our” refer to Freedom Holdings, Inc. Also, any reference to “common shares or common stock” refers to our $0.0001 par value common stock.

This Quarterly Report contains 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. These statements relate to our business development plans, timing strategies, expectations, anticipated expense levels, business prospects, business outlook, technology spending and various other matters (including contingent liabilities and obligations and changes in accounting policies, standards, and interpretations). These statements express our current intentions, beliefs, expectations, strategies, or predictions as well as historical information. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “may,” “will,” “could,” “continue,” and similar expressions or variations of such words are intended to identify forward-looking statements but are not deemed to represent an all-inclusive means of identifying forward-looking statements as denoted in this Quarterly Report. Additionally, statements concerning future matters are forward-looking statements.

Although forward-looking statements in this Quarterly Report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by us. Consequently, forward-looking statements are inherently subject to risks and uncertainties and actual results and outcomes may differ materially from the results and outcomes discussed in or anticipated by the forward-looking statements. These statements are no guarantee of future performance and involve risks and uncertainties that are difficult to predict. Our future operating results are dependent upon many factors which are outside our control. You should not place undue reliance on forward-looking statements. Forward-looking statements may not be realized due to a variety of factors, including, without limitation, our ability to:

● manage our business given continuing operating losses and negative cash flows;

● obtain sufficient capital to fund our operations, development, and expansion plans;

● manage competitive factors and developments beyond our control;

● maintain and protect our intellectual property;

● obtain patents based on our current and/or future patent applications;

● obtain and maintain other rights to technology required or desirable to conduct or expand our business; and

● manage any other factors, if any, discussed in in this report and in the section titled “Risk Factors” in our most recent Annual Report on Form 10-K.

We undertake no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this Quarterly Report, except as required by federal securities laws. Readers are urged to carefully review and consider the various disclosures made throughout the entirety of this Quarterly Report, which are designed to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and prospects.

2

FREEDOM HOLDINGS, INC.

A/K/A

 FREEDOM ACQUISITION CORP

QUARTERLY REPORT ON FORM 10-Q

Fiscal Period Ended March 31, 2025

TABLE OF CONTENTS

		Page
PART I – FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Financial Statements	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosure About Market	19
Item 4.	Controls and Procedures	20
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	21
Item 1A.	Risk Factors	21
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	21
Item 3.	Defaults Upon Senior Securities	21
Item 4.	Mine Safety Disclosures NA	21
Item 5.	Other Information	21
Item 6.	Exhibits	22
Signatures		23

3

Item 1. Financial Statements.

FREEDOM HOLDINGS, INC.

a/k/a

 FREEDOM ACQUISITION CORP

Index to the Condensed Unaudited Consolidated Financial Statements

	Page
Condensed Consolidated Balance Sheets as of March 31, 2025 (unaudited) and September 30, 2024 (audited)	5
Condensed Consolidated Statements of Operations for the three and six months March 31, 2025 and 2024 (unaudited)	6
Condensed Consolidated Statements of Changes in Shareholders’ Deficit for the six months ended March 31, 2025 and 2024 (unaudited)	7
Condensed Consolidated Statements of Cash Flows for the six months ended March 31, 2025 and 2024 (unaudited)	8
Notes to the Condensed Consolidated Financial Statements (unaudited)	9

4

FREEDOM HOLDINGS, INC.

a/k/a

 FREEDOM ACQUISITION CORP

CONDENSED CONSOLIDATED BALANCE SHEETS

	March 31,			September 30, 2024
	2025			Restated
ASSETS	(unaudited)			(Audited)
Current Assets:
Cash	$	40,389		$	95,815
Marketable securities		1,260,000			1,260,000
Accounts receivable		-			300,708
Investment tax credits		3,546,414			-
Inventory		517,000			517,000
Notes receivable		140,591			-
Other current assets		5,209			4,583
Total Current Assets		5,509,603			2,178,106
Fixed assets, net		20,858,735			7,822,463
Intangible assets, net		1,620,430			1,603,430
Crypto currency tokens		3,300,000			2,700,000
Notes receivable		11,676,591			150,000
Other assets		14,595,000			14,596,000
TOTAL ASSETS	$	57,560,359		$	29,049,999
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accrued project costs	$	1,583,825		$	6,148,304
Credit cards payable		13,512			1,980
Deferred revenue		290,423			-
Accrued payroll & related amounts		128,762			-
Other current payables		202,470			82,470
Total Current Liabilities		2,218,992			6,232,754
Non-Current Liabilities
Deferred revenue		6,158,055			-
Accrued project costs		17,663,769			-
Notes payable		142,413			136,944
Total Non-Current Liabilities		23,964,237			136,944
TOTAL LIABILITIES		26,183,229			6,369,698
Stockholders’ Equity
Preferred Stock, $0.0001 par value, 100,000,000 shares authorized, 2,000,000 and 2,000,000 shares issued and outstanding, respectively.		200			200
Common stock, $0.0001 par value, 500,000,000 shares authorized, 58,608,825 and 58,608,825 shares issued and outstanding respectively.		5,861			5,861
Additional paid-in capital		48,291,695			39,465,501
Accumulated deficit		(10,689,228	)		(10,434,110	)
Total Stockholders’ Equity		37,608,528			29,037,452
Non-controlling interests		(6,231,398	)		(6,357,151	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	57,560,359		$	29,049,999

The accompanying notes are an integral part of these condensed consolidated financial statements.

5

FREEDOM HOLDINGS, INC.

a/k/a

 FREEDOM ACQUISITION CORP

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	For the Three Months Ended						For the Six Months Ended
	March 31,						March 31,
	2025			2024			2025			2024
Revenues	$	199,478		$	-		$	677,152		$	-
Costs of revenues		31,786			-			145,545			-
Gross margin		167,692			-			531,607			-
Operating Expenses
Professional fees		-			14,500			-			14,795
Selling, general & administrative expenses		616,036			72			923,142			137
Total operating expenses		616,036			14,572			923,142			14,932
Net (loss) from operations		(448,344	)		(14,572	)		(391,535	)		(14,932	)
Other income (expenses)
Other income		5,644			-			10,664
Interest expense		-			(2,863	)		-			(5,757	)
Net loss (income) attributable to non-controlling interests		152,792			-			125,753
Net (loss) prior to income taxes	$	(289,909	)	$	(17,435	)		(255,118	)		(20,689	)
Income tax provision (benefit)		-			-			-			-
Net (loss) attributable to parent	$	(289,909	)	$	(17,435	)		(255,118	)		(20,689	)
Basic and diluted (loss) per share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	0.00
Weighted average number of shares outstanding		58,608,825			55,979,155			56,608,825			55,642,158

The accompanying notes are an integral part of these condensed consolidated financial statements.

6

FREEDOM HOLDINGS, INC.

a/k/a FREEDOM ACQUISITION CORP

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE SIX MONTHS MARCH 31, 2025

(Unaudited)

	Preferred Stock				Common Stock				Paid-in		Subscription			Retained
	Shares		Par Value		Shares		Par Value		Capital		Receivable			Deficit			NCI			Total
2023
Balance, September 30, 2023		-	$	-		55,308,825	$	5,531	$	9,765,828	$	(5,500	)	$	(10,177,748	)	$	-		$	(411,889	)
Net loss for the three months ended (unaudited)		-		-		-		-		-		--			(3,254	)		-			(3,254	)
Balance, December 31, 2023		-	$	-		55,308,825	$	5,531	$	9,765,828	$	(5,500	)	$	(10,181,002	)	$	-		$	(415,143	)
Sold common stock						1,000,000		100		1,400		-									1,500
Net loss for the three months ended (unaudited)															(17,435	)					(17,435	)
Balance March 31, 2024			$	-		56,308,825	$	5,631	$	9,767,228	$	(5,500	)	$	(10,198,437	)	$	-		$	(431,078	)
2024
Balance, September 30, 2024 (Restated)		2,000,000	$	200		58,608,825	$	5,861	$	39,465,501	$	-		$	(10,434,110	)	$	(6,357,151	)	$	22,680,301
Net income for the three months ended (unaudited)		-				-		-		-		-			34,791			(27,039	)		7,752
Balance, December 31, 2024		2,000,000	$	200		58,608,825	$	5,861	$	39,465,501	$	-		$	(10,372,281	)	$	(6,384,190	)	$	22,688,053
Additional paid in capital		-		-		-		-	$	8,826,194		-			-			-			8,826,194
Net income for the three months ended (unaudited)		-		-		-								$	(289,909	)		152,792			(137,117	)
Balance, March 31, 2025		2,000,000	$	200		58,608,825	$	5,861	$	48,291,695	$	-		$	(10,689,228	)	$	(6,231,398	)	$	31,377,130

The accompanying notes are an integral part of these condensed consolidated financial statements.

7

FREEDOM HOLDINGS, INC.

a/k/a

 FREEDOM ACQUISITION CORP

STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Six months Ended
	March 31,
	2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss)	$	(255,118	)	$	(20,689	)
Adjustments to reconcile net (loss) to net cash provided by (used in) operations
Depreciation		62,706
Write-off of accounts receivable		300,708
Uncategorized expenses		13,505
Change in assets and liabilities
Investment tax credits		(3,546,414	)
Other current assets		(626	)
Notes receivable		11,667,182
Accrued project costs		13,099,290
Crypto currency coins		(600,000	)
Other current assets		1,000
Deferred revenues		6,448,479
Credit card payables		11,532
Other accrued expenses		248,762
Accrued interest		5,469			5,757
Accounts payable and accruals		-			1,865
Net cash provided by (used in) operations		4,108,606			(13,067	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Increase in intangible assets		(17,000	)		-
Increase in fixed assets		(13,098,979	)
Net cash (used in) investing activities		(13,115,979	)		-
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from additional paid in capital		8,826,194			11,000
Proceeds related party debt		125,753
Proceeds stock sales		-			1,500
Net cash provided by financing activities		8,951,947			12,500
Net change in cash and cash equivalents		(55,424	)		(567	)
Cash and cash equivalents, beginning of period		95,815			588
Cash and cash equivalents, end of period	$	40,389		$	21
Supplemental cash flow information
Cash paid for interest	$	-		$	-
Cash paid for taxes	$	-		$	-

The accompanying notes are an integral part of these condensed consolidated financial statements.

8

FREEDOM HOLDINGS, INC.

a/k/a

 FREEDOM ACQUISITION CORP

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2025

(Unaudited)

NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS

Freedom Holdings, Inc. (the “Company”) is a for profit corporation established under the corporation laws in the State of Maryland, United States of America on June 15, 2005.

Since inception and up until the September 17, 2024 merger with The Awareness Group (“TAG”), the Company has devoted substantially all its efforts to establishing a new business. The Company generated expenses and limited revenue from these efforts.

The Company’s activities are subject to significant risks and uncertainties including failure to generate sufficient cash flows from operating activities and the ability to secure additional funding if needed to properly execute the Company’s business plan.

The Company has adopted a September 30 fiscal year end.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

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

Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of the Company, which include the accounts for TAG and its majority owned subsidiaries including Candela Coin, Captain Manicorn and Standard Eco.  Any non-controlling interests associated with these subsidiaries are separately disclosed in the financial statements.

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

Use of estimates

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

Concentrations of Credit Risk

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.

9

FREEDOM HOLDINGS, INC.

a/k/a

 FREEDOM ACQUISITION CORP

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2025

(Unaudited)

Fair Value Measurements

Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is estimated by applying the following hierarchy, which prioritize the inputs used to measure fair value into three levels and bases the categorization with the hierarchy upon the lowest level of input that is available and significant to the fair value measurement.

The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).

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

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

Level 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 (e.g. interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3 - Inputs that are both significant to the fair value measurement and unobservable.

The Company’s cash and cash equivalents and short-term investments are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices. The carrying amounts of accounts payable, advances payable and short-term loans approximate their fair value due to short term maturities.

Revenue Recognition

The Company has adopted Accounting Standards Codification (“ASC”) 606, “Revenue From Contracts With Customers”. Specifically, the Company 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 for these transactions is provided by the Company, interest is recognized over the term of the financing arrangement.

Revenues from Power Purchase Agreements (“PPA”) are recognized over the applicable term of the PPA as the solar assets are utilized and power is consumed by the customer.

Cost of Sales

The cost of sales associated with revenues from the sale of solar equipment and batteries is principally comprised of materials, equipment, parts and labor. These costs are recognized as they are incurred. 

The costs associated with revenues recognized under PPA’s consist primarily of depreciation associated with the solar equipment used to generate the power being purchased under the PPA by third party customers.

Cash and Cash Equivalents

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents at March 31, 2025 and September 30, 2024 were $40,389 and $95,815, respectively.

10

FREEDOM HOLDINGS, INC.

a/k/a

 FREEDOM ACQUISITION CORP

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2025

(Unaudited)

Inventories

Inventories consist of energy devices to be used in the solar incentive programs offer by TAG. These devices will be used as activity in the incentive programs increases.

Property, Plant & Equipment

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

Building and improvements	35 years
Solar assets	30 years
Equipment, furniture & fixtures	5 years
Vehicles	5 years
Software	3 years
Leasehold improvements	The lesser of the lease term or the estimated useful life

Depreciation expense for the three and six months ended March 31, 2025 was $34,084 and $62,706, respectively. There was no depreciation expense for the three and six months ended March 31, 2024.

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. There are no potentially dilutive shares of common stock.

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.

11

FREEDOM HOLDINGS, INC.

a/k/a

 FREEDOM ACQUISITION CORP

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2025

(Unaudited)

There was no share-based expense for the three and six month periods ended March 31, 2025 and 2024.

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 March 31, 2025.

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.

As of March 31, 2025, the Company had unused net operating loss carry forwards of $10,689,228 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.

12

FREEDOM HOLDINGS, INC.

a/k/a

 FREEDOM ACQUISITION CORP

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2025

(Unaudited)

Reclassifications

Certain prior period amounts have been reclassified for comparison with current periods.

Explanatory Note

Subsequent to the issuance of our consolidated financial statements for the fiscal year ended September 30, 2024, management of Freedom Holdings, Inc. (the “Company”), in consultation with our independent registered public accounting firm, determined that the previously issued audited financial statements for the fiscal years ended September 30, 2024 and 2023 contained material misstatements and should no longer be relied upon.

The Company identified errors related primarily to the overstatement of accounts receivable and fixed assets, as well as the premature recognition of revenue and the incorrect accounting for certain acquisition-related transactions. As a result, the Company has restated its consolidated financial statements for the years ended September 30, 2024 and 2023.

The restatement adjustments reflect corrections to:

· Accounts receivable balances, which were previously overstated by approximately $8.9 million as of September 30, 2024.

· Fixed assets, which were previously understated due to the misclassification of acquisition costs and capitalized expenditures.

· Account payables, which were previously overstated due to misclassification of capitalized expenditures.

· Reported revenues for the year ended September 30, 2024, which have been adjusted to reflect proper revenue recognition in accordance with ASC 606.

· Additional paid-in capital, non-controlling interest, and other equity accounts related to merger and acquisition activity.

These corrections impacted the Company’s balance sheet, income statement, and statement of stockholders’ equity for the affected periods.

The following table summarizes selected financial line item changes for the year ended September 30, 2024:

Line Item	As Previously Reported			As Restated			Change
Revenues	$	1,272,800		$	52,400		$	(1,220,400	)
Cost of Sales	$	(1,005,341	)	$	(20,877	)	$	984,464
Net Loss	$	(20,426	)	$	(256,362	)	$	(235,936	)
Accounts Receivable	$	9,201,764		$	300,708		$	(8,901,056	)
Fixed Assets, net	$	141,806		$	7,822,463		$	7,680,657
Total Assets	$	30,270,399		$	29,049,999		$	(1,220,400	)
Account Payable	$	7,132768		$	6,148,304		$	(984,464	)

Significant reclassification and corrections were made to align the Company's reporting with generally accepted accounting principles in the United States (“U.S. GAAP”).

13

FREEDOM HOLDINGS, INC.

a/k/a

 FREEDOM ACQUISITION CORP

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2025

(Unaudited)

NOTE 3 – GOING CONCERN

As reflected in the accompanying condensed consolidated financial statements, the Company has only recently begun generating revenues as a result of the TAG transaction on September 17, 2024 and has an accumulated deficit of $10,689,228 at March 31, 2025.  The Company generated a consolidated net profit after non-controlling interest for the three months ended December 31, 2024 of $34,791 and generated a consolidated net loss after non-controlling interest for six month periods ended March 31, 2025 of $255,118, and until the Company can demonstrate the ability to consistently generate net income and cash flows sufficient to support operating activities, substantial doubt about our ability to continue as a going concern will remain.

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 – PROPERTY, PLANT & EQUIPMENT

Property, plant & equipment consists of the following at March 31, 2025 and September 30, 2024, respectively:

	March 31,			September 30,
	2025			2024
Solar equipment	$	20,779,946		$	7,680,657
Autos and vehicles		146,432			146,432
Other equipment		59,047			59,358
Total		20,985,425			7,886,446
Less: accumulated depreciation		(126,690	)		(63,983	)
Total property, plant & equipment, net	$	20,858,735		$	7,822,463

NOTE 5 – INTANGIBLE ASSETS

Intangible assets consist of the following at March 31, 2025 and September 30, 2024, respectively:

	March 31,		September 30,
	2025		2024
Customer lists and memberships	$	586,430	$	569,430
Exchange contracts		457,000		457,000
Websites and software		185,000		185,000
Media materials		392,000		392,000
Total intangible assets	$	1,620,430	$	1,603,430

NOTE 6 – CRYPTO CURRENCY TOKENS

The Company’s crypto currency tokens consisted of the following at March 31, 2025 and September 30, 2024, respectively

:

	March 31,		September 30,
	2025		2024
Candela tokens	$	2,750,000	$	2,250,000
CLA tokens		550,000		450,000
Total crypto currency tokens	$	3,300,000	$	2,700,000

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FREEDOM HOLDINGS, INC.

a/k/a

 FREEDOM ACQUISITION CORP

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2025

(Unaudited)

NOTE 8 – NOTES RECEIVABLE

The Company’s notes receivable consisted of the following at March 31, 2025 and September 30, 2024, respectively:

	March 31,		September 30,
	2025		2024
PPA notes	$	11,526,591	$	-
Related party		150,000		150,000
Total other assets	$	11,676,591	$	150,000

NOTE 9 – OTHER ASSETS

The Company’s other assets consisted of the following at March 31, 2025 and September 30, 2024, respectively:

	March 31,		September 30,
	2025		2024
Solar incentive program	$	6,500,000	$	6,500,000
Litigation settlement		6,410,000		6,410,000
Media partnership		1,200,000		1,200,000
Promoter and producer contracts		485,000		485,000
Security deposit		-		1,000
Total other assets	$	14,595,000	$	14,596,000

NOTE 10 – NOTES 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 7^th, 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 March 31, 2025 and September 30, 2024, respectively:

	March 31,		September 30,
	2025		2024
Note payable – Bruce Miller	$	86,289	$	86,289
Note payable – New Opportunity Business Solutions (Brian Kistler)		36,074		36,074
Other		20,050		14,581
Total note payable and accrued interest	$	142,413	$	136,944

15

FREEDOM HOLDINGS, INC.

a/k/a

 FREEDOM ACQUISITION CORP

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2025

(Unaudited)

NOTE 11 – OTHER CURRENT PAYABLES

Accrued expenses totaled $202,470 and $102,426 at March 31, 2025 and September 30, 2024, respectively.

NOTE 12 – EQUITY

Preferred Stock

The preferred shares outstanding on March 31, 2025 and September 30, 2024, were 2,000,000 and 2,000,000, respectively.

Common Stock

Total common shares outstanding at March 31, 2025 and September 30, 2024 were 58,608,825 and 58,608,825, respectively.

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 statements were available to be issued and has determined that there are no material subsequent events that require disclosure in these financial statements other than the following transaction.

As previously disclosed, on January 25, 2025, the Company acquired a 51% majority ownership in Renewable Energy Products Manufacturing Corp. (REPM), a leading provider of innovative commercial solar energy solutions. This strategic move is expected to integrate seamlessly into the TAG GRID and significantly enhance the Company's renewable energy capabilities, reinforcing the Company's commitment to sustainable energy development. Although this transaction was finalized it never really materialized from an operational perspective and in May of 2025 the parties decided to dissolve the agreement. No material funding was ever provided by TAG to REPM and no operating activities for REPM were ever consolidated in the operating results of TAG.

On April 22, 2025, TAG entered into a promissory note with a related party for $196,000. The note was used for general operating purposes and bears interest at 15% per annum, payable monthly at $2,450. The note is payable in full, including any unpaid interest, on July 22, 2025. The note is secured by the assets of TAG.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations contain 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 report. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” and elsewhere in this report. The management’s discussion, analysis of financial condition, and results of operations should be read in conjunction with our financial statements and notes thereto contained elsewhere in this report. For example, a few of the uncertainties that could affect the accuracy of forward-looking statements include:

(a)	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 in technology; and.
(e)	lack of working capital that could hinder acquisitions for development of our projects.

Results of Operations and Critical Accounting Policies and Estimates.

The results of operations are based on preparation of financial statements in conformity with accounting principles generally accepted in the United States. The preparation of financial statements requires management to select accounting policies for critical accounting areas as well as estimates and assumptions that affect the amounts reported in the financial statements. The Company’s accounting policies are more fully described in Note 2 to the Notes of Financial Statements.

Results of Operations for the three months ended March 31, 2025 and 2024

Revenues:

Total Revenues: The Company generated revenues of $199,478 for the three months ended March 31, 2025, which was materially related to Power Purchase Agreements entered into with third parties. 

There were no revenues generated during the three months ended March 31, 2024.

Expenses:

Total Costs of Revenues: Total costs of revenues for the three months ended March 31, 2025 were $31,786 and consisted primarily of depreciation and other costs related to the Power Purchase Agreements.

There were no costs of revenues for the three months ended March 31, 2024, as there were no revenues for that period.

Total Operating Expenses. Total operating expenses for the three months ended March 31, 2025 and March 31, 2024 were $616,036 and $14,932, respectively. Total operating expenses consisted of salaries and wages, accounting fees, legal fees, travel expenses and other normal recurring operating expenses.

The increase in operating expense for the three months ended March 31, 2025 compared to the three months ended March 31, 2024 was directly related to the TAG acquisition in September 2024, as prior to that time the Company had minimal operating activities.

Other Income (Expense): Total other income (expense) for the three months ended March 31, 2025 and 2024 was $5,644 and ($2,894), respectively.

17

Results of Operations for the six months ended March 31, 2025 and 2024

Revenues:

Total Revenues: The Company generated revenues of $677,152 for the six months ended March 31, 2025, which was materially related to Power Purchase Agreements entered into with third parties.

There were no revenues generated during the six months ended March 31, 2024.

Expenses.

Total Costs of Revenues: Total costs of revenues for the six months ended March 31, 2025 were $145,545 and consisted primarily of depreciation and other costs related to the Power Purchase Agreements.

There were no costs of revenues for the six months ended March 31, 2024, as there were no revenues for that period.

Total Operating Expenses. Total operating expenses for the six months ended March 31, 2025 and March 31, 2024 were $923,142 and $14,872, respectively. Total operating expenses consisted of salaries and wages, accounting fees, legal fees, travel expenses and other normal recurring operating expenses.

The increase in operating expense for the six months ended March 31, 2025 compared to the six months ended March 31, 2024 was directly related to the TAG acquisition in September 2024, as prior to that time the Company had minimal operating activities.

Other Income (Expense): Total other income (expense) for the six months ended March 31, 2025 and March 31, 2024 was $10,664 and ($5,757), respectively.

Financial Condition.

Total Assets. Total assets at March 31, 2025 and September 30, 2024 were $57,560,359 and $29,049,999, respectively. Total assets consisted primarily of net solar assets of $20,731,420 and zero; notes receivable of $11,676,591 and $150,000; Investment Tax Credits of $3,546,414 and zero; other assets of $14,595,000 and $14,596,000; and crypto currency tokens of $3,300,000 and $2,700,000, respectively.

Other assets consisted primarily of solar incentive programs of $6,500,000 and $6,500,000; litigation settlement of $6,410,000 and $6,410,000; and a media partnership of $1,200,000 and $1,200,000, respectively.

Total Liabilities. Total liabilities at March 31, 2025 and September 30, 2024 were $26,183,229 and $6,369,698, respectively. Total liabilities consisted primarily of accrued construction costs of $19,247,594 and $6,148,304; and deferred revenues of $6,448,479 and zero, respectively.

Liquidity and Capital Resources.

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

The Company generated a net loss of $289,909 for the three months ended March 31, 2025 and a net loss of $17,435 for the three months ended March 31, 2024, respectively. The Company has accumulated losses totaling $10,689,228 at March 31, 2025. Until the Company can consistently generate net income and positive cash flows from operations, it may require additional funding for continuing the development and marketing of products and future growth initiatives. As a result, this raises substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

18

At March 31, 2025, the Company had a working capital surplus of $3,290,611, which will be used to support continuing operations in the near-term.

For the six months ended March 31, 2025, we generated cash from operating activities of $4,108,606 versus using cash of $13,067 in operations during the six months ended March 31, 2024. The net cash generated from and used in operating activities includes our net operating results, and the changes in our operating assets and liabilities.

Net cash used in investing activities totaled $13,115,979 and $0 for the six months ended March 31, 2025 and 2024, respectively. The cash was used to increase intangible assets.

Net cash provided by financing activities for the six months ended March 31, 2025 and 2024 was $8,951,947 and $0, respectively. Net cash provided by financing activities includes proceeds from notes payable.

We anticipate that our future liquidity requirements will arise from the need to fund our growth from operations, pay current obligations and 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 as needed. 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. Our Plan of Operation for the next twelve months is to raise capital to implement our strategy, if we do not have the necessary cash and revenue to satisfy our cash requirements. We cannot guarantee that additional funding will be available on favorable terms, if at all. If adequate funds are not available, then we may not be able to expand our operations. If adequate funds are not available, we believe that our officers and directors will contribute funds to pay for some of our expenses. However, we have not made any arrangements or agreements with our officers and directors regarding such advancement of funds. We do not know whether we will issue stock for the loans or whether we will merely prepare and sign promissory notes. If we are forced to seek funds from our officers or directors, we will negotiate the specific terms and conditions of such loan when made, if ever.

We are not aware of any trends or known demands, commitments, events or uncertainties that will result in or that are reasonably likely to result in material increases or decreases in liquidity.

Capital Resources.

We had no material commitments for capital expenditures as of March 31, 2025.

Off-Balance Sheet Arrangements

We have made no off-balance sheet arrangements that have or are reasonably likely to have a current 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.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are not required to provide the information required by this item as we are considered a smaller reporting company, as defined by Rule 229.10(f)(1).

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ITEM 4. CONTROLS AND PROCEDURES

Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), such as this Form 10-Q, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Internal controls are procedures which are designed with the objective of providing reasonable assurance that (1) our transactions are properly authorized, recorded and reported; and (2) our assets are safeguarded against unauthorized or improper use, to permit the preparation of our condensed consolidated financial statements in conformity with GAAP. In designing and evaluating the disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

In connection with the preparation of this Form 10-Q, our management, with the participation of our Principal Executive Officer and Principal Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15(e)). Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer concluded that, as of the end of the period covered by this Form 10-Q, our disclosure controls and procedures were not effective. 

Limitations on Controls

Management does not expect that the Company’s disclosure controls and procedures or the Company’s internal control over financial reporting will prevent or detect all error and fraud. Any control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected.

Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions are being performed by separate individuals. Management evaluated the impact of our failure to have segregation of duties in all of our financially significant processes and have concluded that this control deficiency represented a material weakness. We plan to remediate this weakness over the next 12 months.

Notwithstanding the assessment that our disclosure controls and procedures and our internal controls over financial reporting were not effective and that there are material weaknesses as identified herein, we believe that our condensed consolidated financial statements contained in this Form 10-Q fairly present our financial position, results of operations and cash flows for the periods covered thereby in all material respects.

Changes in Internal Controls

During the three months ended March 31, 2025, there have been no changes in our internal control over financial reporting that have materially affected or are reasonably likely to materially affect our internal controls over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time-to-time we may be a defendant or plaintiff in various legal proceedings arising in the normal course of our business. We do not know of any material, active, pending or threatened proceeding against us or our subsidiaries, nor are we, or any subsidiary, involved as a plaintiff or defendant in any material proceeding or pending litigation.

ITEM 1A. RISK FACTORS

As a “smaller reporting company”, we are not required to provide this information under this item pursuant to Regulation S-K.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

There has been no default in the payment of principal, interest, sinking or purchase fund installment, or any other material default, with respect to any indebtedness of the Company.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable

ITEM 5. OTHER INFORMATION.

21

ITEM 6. EXHIBITS

INDEX TO EXHIBITS

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

Exhibit Key

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.
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.

22

Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

FREEDOM HOLDINGS, INC.

NAME	TITLE	DATE
/s/ Pablo Diaz	Chief Executive Officer (Principal Executive Officer)	July 07, 2025
Pablo Diaz

/s/ Brian Odle	Interim Chief Financial Officer (Principal Financial Officer)	July 07, 2025
Brian Odle

Supplemental Information to be Furnished With Reports Filed Pursuant to Section 15(d) of the Act by Registrants

Which Have Not Registered Securities Pursuant to Section 12 of the Act. None.

23