UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended
Commission File Number: 000-54163
(Exact name of registrant as specified in its charter; formerly Freedom Holdings, Inc.) |
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(State of incorporation) |
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8175 E Evans Road #13852, Scottsdale, AZ 85267 · (
(Address and telephone number of principal executive offices)
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
OTC Pink Marketplace (not a national securities exchange) |
Indicate by check mark whether the registrant (1) has filed all reports required by Section 13 or 15(d) during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes ☐
Large accelerated filer ☐ Accelerated filer ☐
Indicate by check mark whether the registrant is a shell company. Yes
As of March 31, 2026, the registrant had
The condensed consolidated interim financial statements in this report have not been reviewed by an independent registered public accounting firm. See Item 4.
TABLE OF CONTENTS
The Awareness Group, Inc. — Form 10-Q (Q2 FY2026) | Page 2 |
| Table of Contents |
PART I — FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements (Unaudited)
Unaudited and not reviewed by an independent registered public accounting firm. Reflect the restatement in Note 2 and the conditional consolidation of Prosper Energy in Note 4. Read together with the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2025.
Condensed Consolidated Balance Sheets
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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Accounts receivable and contract assets (Note 7) |
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Notes receivable — current |
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Other current assets |
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Inventory |
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Total current assets |
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Non-current assets: |
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Solar project portfolio, at cost, net |
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Cryptocurrency tokens |
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Other property and equipment, net |
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Intangible assets, net |
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Total non-current assets |
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TOTAL ASSETS |
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LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) |
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Total current liabilities |
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Total non-current liabilities |
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TOTAL LIABILITIES |
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Stockholders' equity (deficit): |
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Preferred stock ($ |
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Common stock ($ |
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Additional paid-in capital |
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Accumulated deficit |
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Total equity attributable to TAAG |
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Non-controlling interests |
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TOTAL STOCKHOLDERS' EQUITY (DEFICIT) |
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY |
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| The Awareness Group, Inc. — Form 10-Q (Q2 FY2026) | Page 3 |
| Table of Contents |
Condensed Consolidated Statements of Operations
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Revenue |
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Cost of revenue |
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Gross profit |
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Operating expenses |
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Net operating income (loss) |
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Interest expense |
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Net income (loss) before income taxes |
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Income tax provision |
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Net income (loss) |
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Less: net income attributable to NCI |
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Net income (loss) attributable to TAAG |
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Prior-year comparatives are unaudited and management-derived; see Note 2 and the MD&A.
Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit)
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Balance, Sep 30, 2024 (restated) |
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Net loss — 6 mo ended 3/31/25 (unaudited) |
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Balance, Mar 31, 2025 (unaudited) |
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Balance, Sep 30, 2025 (restated) |
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Shares issued — Prosper consideration (provisional; Note 4) |
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Net income (loss) attributable to TAAG — 6 mo |
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Net income attributable to NCI — 6 mo |
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Consolidation of Prosper Energy — provisional (opening net assets and NCI; pending closing-date balance sheet and ASC 805 valuation) |
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Balance, Mar 31, 2026 |
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Condensed Consolidated Statements of Cash Flows
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| 6 mo 3/31/26 |
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Net cash provided by (used in) operating activities |
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Net cash provided by (used in) investing activities |
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Net cash provided by (used in) financing activities |
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Net increase in cash and cash equivalents |
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Cash and cash equivalents, beginning of period |
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Cash and cash equivalents, end of period |
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Supplemental (non-cash): solar additions funded by deferred-construction obligation |
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The FY2025 comparative amounts are unaudited and management-derived on the same basis as the prior-year statement of operations; interim cash balances are estimates subject to confirmation in the re-audit. Solar additions are funded through the deferred-construction obligation and are non-cash.
| The Awareness Group, Inc. — Form 10-Q (Q2 FY2026) | Page 4 |
| Table of Contents |
Notes to the Condensed Consolidated Financial Statements (Unaudited)
Note 1 — Basis of presentation
The condensed consolidated financial statements include The Awareness Group, Inc. (“TAAG” or the “Company,” formerly Freedom Holdings, Inc.) and its majority-owned subsidiaries, prepared under U.S. GAAP for interim information and Article 8 of Regulation S-X; intercompany balances are eliminated. Fiscal year ends September 30. Unaudited and not reviewed by an independent registered public accounting firm.
Note 2 — Restatement of previously issued financial statements (ASC 250)
The September 30, 2025 comparative balance sheet is restated to derecognize self-minted Candela/CLA crypto tokens and related inventory (ASC 350-60-15; ASC 350-30-25-3) and to reflect the reverse-recapitalization derecognition of non-capitalizable intangible and other assets. The Company expects to file a restated FY2024 Form 10-K/A and FY2025 Form 10-K and, as advised by counsel, a non-reliance Form 8-K under Item 4.02. Because the FY2024 and FY2025 financial statements are still being re-audited/audited, the opening balances and comparatives herein are subject to change and this report may be amended.
Note 3 — Going concern
The Company reports a net stockholders' deficit of $(
Note 4 — Business combination — Prosper Energy
During the period the Company entered into arrangements to acquire a
Note 5 — Solar project portfolio and deferred-construction obligation
The Company owns the residential solar systems it develops and capitalizes them at milestone-weighted cost under ASC 360 (gross profit excluded), recognized as projects advance through five milestones (NTP, designs, permit, install, PTO). The matching construction obligation is a deferred-construction liability payable on receipt of the Investment Tax Credit; additions are non-cash. Systems for which revenue has not yet been recognized remain capitalized; revenue is recognized as described in Note 7, and on recognition the capitalized milestone-weighted cost of the related systems is released to cost of revenue. The three and six months ended March 31, 2026 include cost releases of $
Note 6 — Cryptocurrency tokens
Self-minted CLA and Candela tokens have been derecognized to $
| The Awareness Group, Inc. — Form 10-Q (Q2 FY2026) | Page 5 |
| Table of Contents |
Note 7 — Revenue recognition
Revenue on solar projects sold to Thrive Power LLC is recognized under ASC 606 over time at the contractual milestones (notice to proceed, design, permit, install, permission to operate). This reflects management’s written representation, dated July 13, 2026, that every project on the revenue recognition schedule has been approved in Thrive underwriting and has achieved notice to proceed; corroborating documentation (per-project Thrive approvals, notices to proceed, and the dealer-agreement terms establishing an enforceable right to payment for performance to date) has been requested and remains subject to securities-counsel and auditor review. Management has further clarified in writing that the schedule’s quarter marks denote calendar quarters; accordingly all milestone revenue is attributed to the three months ended March 31, 2026, pending written confirmation of the meaning of the “X” marks — year-to-date amounts are unaffected by this attribution. Amounts recognized ahead of Thrive settlement are carried as contract assets ($
Note 8 — Stockholders' equity and non-controlling interests
Note 9 — Commitments and contingencies
Ordinary-course claims; no material loss accrual recorded.
Note 10 — Subsequent events
Matters include the ongoing re-audit of fiscal 2024 and 2025, the anticipated non-reliance Form 8-K (Item 4.02), the pending execution of the Second Addendum to the Prosper Energy purchase agreement (prepared July 2026 — Note 4), and completion of the Prosper Energy acquisition accounting.
| The Awareness Group, Inc. — Form 10-Q (Q2 FY2026) | Page 6 |
| Table of Contents |
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Read together with the restated audited consolidated financial statements and MD&A in the Annual Report on Form 10-K for the fiscal year ended September 30, 2025. Contains forward-looking statements subject to risks and uncertainties.
Overview. The Company, through The Awareness Group, LLC, develops, finances and owns residential solar-plus-storage systems and sells completed/contracted portfolio interests to Thrive Power LLC. On December 16, 2025 it acquired 51% of Prosper Energy (Note 4).
Results of operations — three months ended March 31, 2026. Revenue was $2,224,925 (including $271,212 of normalized Prosper Energy revenue — Note 4 — and $1,172,274 recognized over time on in-progress projects — Note 7) and net income was $350,217 ($234,514 attributable to TAAG after the 49% Prosper non-controlling interest), compared with a net loss of $200,589 for the three months ended March 31, 2025.
Results of operations — six months ended March 31, 2026. Revenue was $2,556,881 and net income was $161,428 ($45,725 attributable to TAAG), compared with a net loss of $301,260 for the prior-year six-month period.
Liquidity and capital resources. At March 31, 2026 the Company held $512,626 in cash, compared with $89,914 at September 30, 2025. The Company reports a net stockholders' deficit and a working-capital deficit (Note 3).
Prosper Energy backlog and pipeline (operational metric — not revenue). Per management’s pipeline report dated July 10, 2026, Prosper Energy’s project pipeline comprised 63 residential solar and battery projects with aggregate gross contract value of approximately $3.18 million — $437,910 contracted in the three months ended March 31, 2026 and $2,740,742 in the three months ended June 30, 2026 — of which 13 projects (gross $652,469) had reached permission-to-operate, 3 (gross $178,600) were in installation or inspection, 27 (gross $1,441,722) were in permitting, and 20 (gross $905,859) were in survey, design or contract-signed stages. Gross contract value is the system price payable by the homeowner, substantially all of which is payable to third-party installation partners; Prosper Energy’s revenue from these projects consists principally of referral commissions recognized under ASC 606 as the related performance obligations are satisfied. No revenue is recognized in these financial statements in respect of unfulfilled projects.
Restatement and Prosper acquisition. As described in Notes 2 and 4, prior periods have been restated; the consolidation of Prosper Energy is conditional on execution of the Second Addendum and concurrence of securities counsel and the independent auditor, and the purchase-price allocation is preliminary. The figures are subject to change and this report may be amended.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not required; smaller reporting company.
Item 4. Controls and Procedures
Management, including the Principal Executive Officer and the Interim Principal Financial Officer, concluded that disclosure controls and procedures were not effective as of March 31, 2026, due to material weaknesses in internal control over financial reporting (digital assets, solar project assets, and acquisition accounting). Remediation is in progress.
These interim financial statements have not been reviewed by an independent registered public accounting firm as contemplated by Rule 10-01(d) of Regulation S-X. The Company has engaged its independent registered public accounting firm to audit fiscal years 2024 and 2025; an interim review and/or amendment is expected to follow.
| The Awareness Group, Inc. — Form 10-Q (Q2 FY2026) | Page 7 |
| Table of Contents |
PART II — OTHER INFORMATION
Item 1. Legal Proceedings
Other than ordinary-course matters and as previously disclosed, no material pending legal proceedings.
Item 1A. Risk Factors
Going-concern doubt; the pending re-audit and potential further restatements (including a non-reliance Form 8-K under Item 4.02); the preliminary Prosper Energy acquisition accounting and Rule 3-05/Article 11 requirements; reliance on ITC monetization; delinquent filings; and limited liquidity.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None during the period not previously reported.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None.
Item 6. Exhibits
The following exhibits are filed or furnished with this report:
Exhibit No. |
| Description |
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101.INS |
| Inline XBRL Instance Document |
101.SCH |
| Inline XBRL Taxonomy Extension Schema Document |
101.CAL |
| Inline XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF |
| Inline XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB |
| Inline XBRL Taxonomy Extension Label Linkbase Document |
101.PRE |
| Inline XBRL Taxonomy Extension Presentation Linkbase Document |
104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| The Awareness Group, Inc. — Form 10-Q (Q2 FY2026) | Page 8 |
| Table of Contents |
SIGNATURES
Pursuant to the requirements 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.
THE AWARENESS GROUP, INC.
By: | /s/ Pablo Diaz |
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| Pablo Diaz — Chief Executive Officer and Chairman (Principal Executive Officer) |
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| Date: July 15, 2026 |
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By: | /s/ Brian Odle |
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| Brian Odle — Interim Chief Financial Officer (Principal Financial and Accounting Officer) |
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| Date: July 15, 2026 |
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| The Awareness Group, Inc. — Form 10-Q (Q2 FY2026) | Page 9 |