What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-11-13 compared with 2024-06-10 · 376 added, 709 removed, 222 unchanged (83% of the section changed)

2 unchanged sentences

UNAUDITED CONDENSED FINANCIAL STATEMENTS

Balance Sheets as of March 31, 2024 and June 30, 2023 (Successor) (Unaudited)

Condensed Statement of Operations for the Three Months Ended March 31, 2024 and 2023 (Successor), for the Nine Months Ended March 31, 2024 (Successor), for the Period from October 17, 2022 to March 31, 2023 (Successor) and for the Period from July 1, 2022 to October 16, 2022 (Predecessor) (Unaudited)

Condensed Statement of Stockholders’ Equity for the Three Months Ended March 31, 2024 and 2023 (Successor), for the Nine Months Ended March 31, 2024 (Successor), for the Period from October 17, 2022 to March 31, 2023 (Successor) and for the Period from July 1, 2022 to October 16, 2022 (Predecessor) (Unaudited)

Condensed Statement of Cash Flows for the Nine Months Ended March 31, 2024, for the Period from October 17, 2022 to March 31, 2023 (Successor) and for the Period from July 1, 2022 to October 16, 2022 (Predecessor) (Unaudited)

Notes to Condensed Financial Statements (Unaudited)

CLEANCORE SOLUTIONS, INC.

CONDENSED BALANCE SHEETS

Balance Sheets as of September 30, 2024 and June 30, 2024 (Unaudited)

Statements of Operations for the Three Months Ended September 30, 2024 and 2023 (Unaudited)

Statements of Stockholders’ Equity for the Three Months Ended September 30, 2024 and 2023 (Unaudited)

Statements of Cash Flows for the Three Months Ended September 30, 2024 and 2023 (Unaudited)

to Condensed Financial Statements (Unaudited)

SOLUTIONS, INC.

BALANCE SHEETS

September 30,

Current assets:

Cash and cash equivalents

Accounts receivable, net

Inventory, net

Deferred offering costs

Prepaid expenses and other current assets

2 unchanged sentences

Right of use assets

Intangibles, net

Liabilities and Stockholders’ Equity

1 unchanged sentence

Accounts payable and accrued expenses

Deferred revenue

Lease liability - current

Note payable - current

Due to related parties

1 unchanged sentence

Lease liability – non current

Note payable – non current

Total liabilities

1 unchanged sentence

Stockholders’ Equity

Series Seed Preferred Stock, $ 0.0001 par value, 4,000,000 shares authorized;

1,000,000 and 4,000,000 shares issued and outstanding as of March 31, 2024 and June 30, 2023, respectively

Class A Common Stock;

$ 0.0001 par value, 50,000,000 shares authorized;

150,000 and 660,000 shares issued and outstanding as of March 31, 2024 and June 30, 2023, respectively

270,000 shares issued and outstanding as of September 30, 2024 and June 30, 2024, respectively

Class B Common Stock;

$ 0.0001 par value, 250,000,000 shares authorized;

5,305,940 and 1,795,940 shares issued and outstanding as of March 31, 2024 and June 30, 2023, respectively

7,970,085 and 7,960,919 shares issued and outstanding as of September 30, 2024 and June 30, 2024, respectively

Additional paid-in capital

6 unchanged sentences

these condensed unaudited financial statements.

CLEANCORE SOLUTIONS, INC.

CONDENSED STATEMENT

OF OPERATIONS

SOLUTIONS, INC.

STATEMENTS OF OPERATIONS

Three Months Ended

March 31, 2023

Nine Months Ended

(Predecessor)

Cost of Sales

September 30,

Cost of sales (exclusive of depreciation shown separately below)

Operating expenses:

1 unchanged sentence

Advertising expense

Depreciation expense

Depreciation and amortization expense

Loss from operations

( 1,069,658 )

( 4,395,600 )

Interest expense

$ ( 520,670 )

$ ( 323,757 )

$ ( 1,302,763 )

Interest expense, net

$ ( 856,082 )

$ ( 437,294 )

Net loss per share of Class A and Class B stock, basic and diluted

Weighted average shares used in computing net loss per Class A share, basic and diluted

Weighted average shares used in computing net loss per Class B share, basic and diluted

Net loss per share Class A and Class B stock, basic and diluted

Weighted average shares used in computing net loss per Class A share, basic and

Weighted average shares used in computing net loss per Class B share, basic and

The accompanying notes are an integral part of

these condensed unaudited financial statements.

CLEANCORE SOLUTIONS, INC.

CONDENSED STATEMENT OF STOCKHOLDERS’

the Three and Nine Months Ended March 31, 2024

CLEANCORE SOLUTIONS,

CONDENSED STATEMENTS OF STOCKHOLDERS’

For the Three Months Ended September 30, 2024

Stockholders’

Equity (Deficit)

at June 30, 2023

$ ( 5,023,207 )

of class A common stock into class B common stock

( 1,310,000 )

of series seed preferred stock into class A common stock

( 1,000,000 )

based compensation – 2022 Equity Incentive Plan

loss for the period

at September 30, 2023

$ ( 5,460,501 )

based compensation – 2022 Equity Incentive Plan

loss for the period

at December 31, 2023

$ ( 5,805,300 )

of class A common stock into class B common stock

( 2,200,000 )

of series seed preferred stock into class A common stock

( 2,000,000 )

based compensation – 2022 Equity Incentive Plan

loss for the period

at March 31, 2024

$ ( 6,325,970 )

the Three and Nine Months Ended March 31, 2023

Balance at June 30, 2024

Issuance of class B common stock upon vesting of restricted

stock units – 2022 Equity Incentive Plan

Stock based compensation – 2022 Equity Incentive

Net loss for the period

Balance at September 30, 2024

For the Three Months Ended September 30, 2023

Stockholders’

Equity (Deficit)

at June 30, 2022

$ ( 8,224,933 )

$ ( 6,009,017 )

loss for the period

at October 16, 2022

$ ( 8,544,997 )

$ ( 6,203,353 )

at October 17, 2022

of series seed preferred stock

of class A common stock

of class B common stock

of class B common stock upon exercise of warrants

issued to consultants for services

based compensation – officers

loss for the period

Balance at June 30, 2023

$ ( 5,023,207 )

Conversion of class A common stock into class B common

( 1,310,000 )

at December 31, 2022

Conversion of series seed preferred stock into class A

( 1,000,000 )

based compensation – 2022 Equity Incentive Plan

loss for the period

at March 31, 2023

Stock based compensation – 2022 Equity incentive

Net loss for the period

Balance at September 30, 2023

$ ( 5,460,501 )

1 unchanged sentence

these unaudited condensed financial statements.

CLEANCORE SOLUTIONS, INC.

CONDENSED STATEMENTS

OF CASH FLOWS

March 31, 2023

(Predecessor)

SOLUTIONS, INC.

STATEMENTS OF CASH FLOWS

Three Months Ended

September 30,

Cash flows from operating activities

1 unchanged sentence

$ ( 437,294 )

$ ( 320,064 )

Adjustments to reconcile net loss to net cash used in operating activities:

4 unchanged sentences

Non cash lease expense

Imputed interest

Provision for bad debt and write-off of on uncollectable accounts

1 unchanged sentence

Accounts receivable

Due from related parties, net

Prepaid expenses

Deferred revenue

Due to related parties

Accounts payable and accrued liabilities

Net cash used in operating activities

Cash flows from investing activities

Cash used in acquisition

( 2,000,000 )

Investing activities

Purchase of property and equipment

Net cash used in investing activities

( 2,000,000 )

Cash flows from financing activities

Financing activities

Repayment of loans from related parties

Payments for deferred offering costs

Proceeds from issuance of series seed preferred stock

Proceeds from issuance of class A common stock

Proceeds from issuance of class B common stock

Proceeds from issuance of convertible debt notes

Repayments of long term debt

Proceeds from issuance of loans from related parties

Repayments of loans due to related parties

Net cash provided by (used in) financing activities

Net increase (decrease) in cash

Cash at beginning of period

Cash at the end of period

Net cash used in financing activities

Net decrease in cash

Cash and cash equivalents at beginning of period

Cash and cash equivalents at the end of period

Supplementary cash flow disclosure

14 unchanged sentences

changed its name to CleanCore Solutions,

(“the Company” or “Successor”).

Since the Company acquired substantially all of the assets of each of CleanCore

Solutions, LLC, TetraClean Systems, LLC, and Food Safety Technologies, LLC, the business of these three entities is now operated by the

Company, with no subsidiaries.

The combined results of CleanCore Solutions, LLC, TetraClean Systems, LLC and Food Safety Technologies,

LLC presented in these financial statements represent the predecessor entity of the Company (“Predecessor”).

(the “Company”).

Since the Company acquired substantially all of the assets of each of CleanCore Solutions, LLC, TetraClean

Systems, LLC, and Food Safety Technologies, LLC, the business of these three entities is now operated by the Company, with no subsidiaries.

The Company specializes in the development and

manufacturing of cleaning products that produce pure aqueous ozone products for professional, industrial, or home use.

The Company has

a patented nanobubble technology using aqueous ozone that it believes is highly effective in cleaning, sanitizing, and deodorizing surfaces

production of cleaning products that produce pure aqueous ozone products for professional, industrial, or home use.

The Company has a

patented nanobubble technology using aqueous ozone that it believes is highly effective in cleaning, sanitizing, and deodorizing surfaces

and high-touch areas.

6 unchanged sentences

of the Company are located at 5920 South 118th Circle, Suite 2, Omaha, Nebraska.

Liquidity and Going Concern

Initial Public Offering

On April 30, 2024, the Company closed its initial

public offering of 1,250,000 shares of class B common stock at a price to the public of $ 4.00 per share for gross offering proceeds of

$5,000,0000 , before deducting underwriting discounts, commissions, and offering expenses payable by the Company.

After deducting underwriting

discounts, commissions and other offering costs, the Company received net proceeds of $ 3,343,547 .

The Company has incurred losses and negative

cash flows from operations.

From acquisition through March 31, 2024, the Company has financed its operations primarily through investor

As of March 31, 2024, the Company had cash of $ 56,082 , a net loss for the nine-month period ended of $ 1,302,763 and cash used

in operating activities of $ 485,530 .

In accordance with Accounting Standards Codification (ASC) Topic 205-40, Presentation of Financial

Statements - Going Concern , management is required to perform a two-step analysis over the Company’s ability to continue as

a going concern.

Management must first evaluate whether there are conditions and events that raise substantial doubt about the Company’s

ability to continue as a going concern for a period of 12 months from the date the condensed financial statements are issued.

If management

concludes that substantial doubt is raised, management is also required to consider whether its plans alleviate that doubt.

As noted above, the Company was formed in August

2022 and completed the acquisition in October 2022.

Since the acquisition, the Company has invested in further developing the Company’s

products, hiring key personnel, and engaging third party experts such as accountants and underwriters in connection with the Company’s

initial public offering described below.

On April 25, 2024, the Company entered into

an underwriting agreement with Boustead Securities, LLC, as the representative of the several underwriters named on Schedule 1

thereto, relating to the Company’s initial public offering of class B common stock.

Under the underwriting agreement, the

Company agreed to sell 1,250,000 shares of class B common stock to the underwriters, at a purchase price per share of $ 3.72 (the

offering price to the public of $ 4.00 per share minus the underwriters’ 7 % discount), and also agreed to grant to the

underwriters a 45-day option to purchase up to 187,500 additional shares of class B common stock, at a purchase price of $ 3.72 .

April 30, 2024, the closing of the initial public offering was completed.

The Company sold 1,250,000 shares of class B common stock

for total gross proceeds of $ 5,000,000 .

After deducting the underwriting commission and expenses, the Company received net proceeds

of approximately $ 4,239,500 .

SOLUTIONS, INC.

TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

31, 2024 AND 2023

Despite the initial public offering, management believes that currently

available resources will not be sufficient to fund the Company’s planned expenditures over the next 12 months.

These factors, individually

and collectively indicate that a material uncertainty exists that raises substantial doubt about the Company’s ability to continue

as a going concern for 12 months from the date of issuance of these unaudited condensed financial statements.

From October 17, 2022 (the date of the acquisition) through September 30, 2024, the Company has financed

its operations primarily through investor funding.

As of September 30, 2024, the Company had cash of $ 1,210,382 , a net loss of

$ 856,082 , and cash used in operating activities of $ 799,764 .

In accordance with Accounting Standards Codification

(“ASC”) Topic 205-40, Presentation of Financial Statements - Going Concern , management is required to perform a

two-step analysis over the Company’s ability to continue as a going concern.

Management must first evaluate whether there are

conditions and events that raise substantial doubt about the Company’s ability to continue as a going concern for a period of

12 months from the date the financial statements are issued.

If management concludes that substantial doubt is raised, management is

also required to consider whether its plans alleviate that doubt.

Despite the initial public offering described

above, management believes that currently available resources will not be sufficient to fund the Company’s planned expenditures

over the next 12 months.

These factors, individually and collectively indicate that a material uncertainty exists that raises substantial

doubt about the Company’s ability to continue as a going concern for 12 months from the date of issuance of these financial statements.

The Company will be dependent upon the raising

2 unchanged sentences

If the Company raises additional capital through the issuance of equity securities or securities convertible into equity,

stockholders will experience dilution, and such securities may have rights, preferences or privileges senior to those of the holders of

common stock.

If the Company raises additional funds by issuing debt, the Company may be subject to limitations on its operations, through

debt covenants or other restrictions.

There is no assurance that the Company will be successful with future financing ventures, and the

inability to secure such financing may have a material adverse effect on the Company’s financial condition.

These unaudited condensed

financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary

should the Company be unable to continue as a going concern.

The accompanying unaudited condensed

financial statements have been prepared on a going concern basis under which the Company is expected to be able to realize its

assets and satisfy its liabilities in the normal course of business.

stockholders will experience dilution, and such securities may have rights, preferences or privileges senior to those of the holders

of common stock.

If the Company raises additional funds by issuing debt, the Company may be subject to limitations on its operations,

through debt covenants or other restrictions.

There is no assurance that the Company will be successful with future financing ventures,

and the inability to secure such financing may have a material adverse effect on the Company’s financial condition.

These financial

statements do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary should

the Company be unable to continue as a going concern.

The accompanying financial statements have been

prepared on a going concern basis under which the Company is expected to be able to realize its assets and satisfy its liabilities in

the normal course of business.

SOLUTIONS, INC.

TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

30, 2024 AND 2023

Summary of Significant Accounting Policies

Basis of Presentation and Consolidation

Basis of Presentation

The accompanying unaudited interim financial

statements as of and for the three and nine-month periods ended March 31, 2024 and 2023 have been prepared in accordance with accounting

principles generally accepted in the United States of America (“U.S.

GAAP”) and pursuant to the rules and regulations of

the Securities and Exchange Commission (the “SEC”) for interim financial information.

In the opinion of management, all adjustments

considered necessary for a fair presentation have been included.

The interim financial statements are condensed and should be read in

conjunction with the Company’s latest annual audited 2023 financial statements.

The results of operations for interim periods are

not necessarily indicative of results to be expected for the fiscal year ending June 30, 2024 or for any other future annual or interim

The results of the Predecessor represent the

combined financial statements of the accounts of CleanCore Solutions, LLC, TetraClean Systems, LLC and Food Safety Technologies, LLC.

These combined financial statements include the accompanying combined statements of operations for the period ended July 1 to October

16, 2022, combined statement of members’ equity as of June 30, 2022 and October 16, 2022, and combined statement of cash flows

for the period July 1, 2022 to October 16, 2022.

All intercompany balances and transactions among the combined entities have been eliminated.

In the opinion of predecessor management, all adjustments considered necessary for a fair presentation have been included.

Use of Estimates

The preparation of the Company’s and Predecessor’s

financial statements require management to make estimates and assumptions that impact the reported amounts of assets, liabilities and

expenses and the disclosure in the Company’s combined financial statements and accompanying notes.

The Company bases its estimates

on historical experience and on various other assumptions that are believed to be reasonable under the circumstances.

By their nature,

estimates are subject to an inherent degree of uncertainty and, as such, actual results may differ from management’s estimates.

Significant estimates and assumptions made by the Company are allowance for bad debt, useful lives of fixed assets, warranty liabilities,

and allowance for inventory obsolescence.

statements as of and for the three months ended September 30, 2024 and 2023 have been prepared in accordance with accounting principles

generally accepted in the United States of America (“U.S.

GAAP”) and pursuant to the rules and regulations of the Securities

and Exchange Commission (the “SEC”) for interim financial information.

In the opinion of management, all adjustments considered

necessary for a fair presentation have been included.

The interim financial statements are condensed and should be read in conjunction

with the Company’s latest annual audited 2024 financial statements, which are included in the Company’s Annual Report on

Form 10-K filed with the SEC on September 20, 2024 (the “Form 10-K”).

The results of operations for interim periods are not

necessarily indicative of results to be expected for the fiscal year ending June 30, 2025 or for any other future annual or interim period.

The preparation of financial statements in conformity

GAAP 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.

Although management believes these estimates and assumptions are adequate, actual results could differ from the

estimates and assumptions used.

The fiscal 2024 year-end balance sheet data was

derived from audited financial statements, and certain information and note disclosures normally included in annual financial statements

prepared in accordance with U.S.

GAAP have been condensed or omitted pursuant to SEC rules or regulations;

however, the Company believes

the disclosures made are adequate to make the information presented not misleading.

A complete listing of the Company’s significant

accounting policies is discussed in Note 2 – Summary of Significant Accounting Policies in the Notes to Financial Statements

included in the Form 10-K.

Risks and Uncertainties

2 unchanged sentences

strategy, ability to obtain regulatory approval, significant competition, and dependence on key individuals.

Accounts Receivable

Accounts receivable is comprised of trade accounts

receivables from the Company’s customers.

Accounts receivable are recorded at the invoiced amount and do not bear interest.

Company established an allowance for bad debt of accounts receivables based on a percentage assigned to aged days outstanding categories.

The Predecessor established the allowance for bad debt based on various factors including credit profiles of the Company’s customers,

historical payments, outstanding balances and current economic trends, and performed this analysis periodically.

The Company recorded

an allowance for doubtful accounts of $ 20,585 and $ 4,419 as of March 31, 2024 and June 30, 2023, respectively.

SOLUTIONS, INC.

TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

31, 2024 AND 2023

Inventory consists of parts, work in progress

and finished goods.

The Company and its Predecessor value parts and finished goods at the lower of the actual costs or net realizable

The Company and its Predecessor value work in progress at cost.

The Company and Predecessor periodically review inventory for

obsolete and potentially impaired items.

As of March 31, 2024 and June 30, 2023, the Company had an allowance for inventory obsolescence

of $ 19,235 and $ 14,940 , respectively.

The Company accounts for leases in accordance

with Accounting Standards Codification (ASC) Topic 842 (Topic 842), Leases .

Right-of-use assets represent the Company’s

right to use an underlying asset for the lease term, and lease liabilities represent the Company’s obligation to make lease payments

arising from the lease.

The lease liability is measured as the present value of the unpaid lease payments, and the right-of-use asset

value is derived from the calculation of the lease liability.

Operating leases are included in right-of-use assets, current lease liabilities,

and noncurrent lease liabilities in the balance sheet.

Lease payments include fixed and in-substance

fixed payments, variable payments based on an index or rate, reasonably certain purchase options, termination penalties, and probable

amounts the lessee will owe under a residual value guarantee.

Variable lease payments are recognized as lease expenses as incurred, and

generally relate to variable payments made based on the level of services provided by the landlords of our leases.

Lease expense for

operating lease payments is recognized on a straight-line basis over the lease term within general and administrative expenses in the

statement of operations.

The Company uses its estimated incremental borrowing

rate, which is derived from information available at the lease commencement date, in determining the present value of lease payments

because the Company does not have the information necessary to determine the rate implicit in the lease.

The Company’s lease term

includes any option to extend the lease when it is reasonably certain to be exercised based on consideration of all relevant factors.

Leases with an initial term of 12 months or less are not recorded on the balance sheets and the Company recognizes lease expense for

these leases on a straight-line basis over the lease term.

Business Combinations

Business combinations are accounted for using

the acquisition method.

The fair value of total purchase consideration is allocated to the fair values of identifiable tangible and intangible

assets acquired and liabilities assumed, with the remaining amount being classified as goodwill.

All assets, liabilities and contingent

liabilities acquired or assumed in a business combination are recorded at their fair values at the date of acquisition.

Determining the

fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates including the selection

of valuation methodologies, estimates of future revenue and cash flows, discount rates, and selection of comparable companies.

of fair value are based on assumptions believed to be reasonable, but are inherently uncertain and unpredictable and, as a result, actual

results may differ from those estimates.

During the measurement period, not to exceed one year from the date of acquisition, the Company

may record adjustments to the assets acquired and liabilities assumed, with a corresponding offset to goodwill.

At the conclusion of

the measurement period, any subsequent adjustments are reflected in the statements of operations.

Transaction costs associated with business

combinations are expensed as incurred and are included in general and administrative expenses in the Company’s statements of operations.

The Company values parts and finished goods at the lower of the actual costs or net realizable value.

values work in progress at cost.

The Company periodically reviews inventory for obsolete and potentially impaired items.

As of September

30, 2024 and June 30, 2024, the Company had an allowance for inventory obsolescence of $ 15,471 and $ 14,791 , respectively.

Intangible Assets

14 unchanged sentences

market conditions, legal factors, operating performance indicators, and competition, among others, to determine whether it is more likely

than not that the fair value of the reporting unit is less than it’s carrying amount, including goodwill.

If the Company concludes

that it is more likely than not that the fair value of the reporting unit is less than it’s carrying amount, the Company performs

a quantitative impairment test.

In performing the quantitative impairment test, the Company compares the fair value of its reporting

unit to the carrying amount including the goodwill of the reporting unit.

If the carrying value, including goodwill, exceeds the reporting

unit’s fair value, the Company will recognize an impairment loss for the amount by which the carrying amount exceeds the reporting

unit’s fair value.

The Company performed its first evaluation of

goodwill on October 1, 2023.

Based on the analysis, the Company did not recognize an impairment loss during the period ended March 31,

than not that the fair value of the reporting unit is less than its carrying amount, including goodwill.

If the Company concludes that

it is more likely than not that the fair value of the reporting unit is less than its carrying amount, the Company performs a quantitative

impairment test.

In performing the quantitative impairment test, the Company compares the fair value of its reporting unit to the carrying

amount including the goodwill of the reporting unit.

If the carrying value, including goodwill, exceeds the reporting unit’s fair

value, the Company will recognize an impairment loss for the amount by which the carrying amount exceeds the reporting unit’s fair

The Company performed its annual evaluation of

goodwill on June 30, 2024.

Based on the analysis, the Company did not recognize an impairment loss during the year ended June 30, 2024.

Subsequent evaluations will be performed annually on June 30, per the Company’s policy.

Impairment of Long-Lived Assets

Long-lived assets consist primarily of property

and equipment and intangible assets.

Long-lived assets are tested for impairment when events and circumstances indicate the assets might

be impaired by first comparing the estimated future undiscounted cash flows of the asset or asset group to the carrying value.

carrying value exceeds the estimated future undiscounted cash flows, an impairment loss is recognized based on the amount that the carrying

value exceeds the fair value of the asset or asset group.

The Company did not recognize impairment losses during the periods ended March

31, 2024 and 2023.

Deferred Offering Costs

In accordance with ASC 340-10-S99-1 and SEC Accounting

Bulletin Topic 5A, specific incremental costs incurred by the Company directly attributable to a proposed offering of securities have

been deferred and will be charged against the gross proceeds of the offering.

These offering costs include fees paid to underwriters,

attorney, accountants as well as printers and other third parties directly related to the offering.

Costs such as management salaries

or other general administrative expenses that are not incremental to the offering are not included in the deferred costs.

31, 2024 and June 30, 2023, the Company had $ 773,749 and $ 302,755 , respectively, of deferred offering costs.

Costs related to filing and pursuing patent applications

are expensed as incurred, as recoverability of such expenditures is uncertain.

These costs are included in general and administrative

Advertising Costs

The Company reports as expense the cost of advertising

and promoting its services as incurred.

Such amounts are totaled $ 17,737 and $ 2,210 for the three-month periods ended March 31, 2024

and 2023, respectively, and $ 43,191 (successor), $ 12,814 (successor) and $ 4,621 (predecessor), for a total of $ 17,435 , for the nine month

periods ended March 31, 2024 and 2023, respectively.

Fair Value Measurements

The fair value of the Company’s financial

instruments reflects the amounts that the Company estimates it will receive in connection with the sale of an asset in an orderly transaction

between market participants at the measurement date (exit price).

The fair value hierarchy prioritizes the use of inputs used in valuation

techniques into the following three levels:

Level 1 – Quoted prices

in active markets for identical assets and liabilities.

Level 2 – Observable

inputs other than quoted prices in active markets for identical assets and liabilities;

quoted prices in markets that are not active;

or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets.

Level 3 – Unobservable

Assets and liabilities measured at fair value

are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

The Company’s

assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments

and consider factors specific to the asset or liability.

The Company’s financial assets are subject to fair value measurements

on a recurring basis.

The Company’s remaining carrying amounts reported in the condensed balance sheets of these financial assets

are a reasonable estimate of fair value due to their short-term nature or because their stated interest rates are indicative of market

interest rates.

Stock-based Compensation

Compensation expense is recognized for all share-based

payments to employees and non-employees, including stock options and warrants, in the statements of operation based on the fair value

of the awards that are granted.

The Company’s stock price at the date of grant was estimated using an acceptable valuation technique

such as the probability-weighted expected return model.

The fair value of stock options is estimated at the date of grant using the Black-Scholes

option-pricing model.

Generally, measured compensation cost, net of actual forfeitures, is recognized on a straight-line basis over the

vesting period of the related share-based compensation award.

The Company accounts for forfeitures of stock-based awards as they occur.

SOLUTIONS, INC.

TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

31, 2024 AND 2023

Revenue Recognition

The Company generates revenues from sales of

its products and recognizes revenue as control of its products is transferred to its customers, which is generally at the time of shipment

based on the contractual terms with the Company’s customers.

The Company provides customer programs and incentive

offerings, including growth incentives and volume-based incentives.

These customer programs and incentives are considered variable consideration.

The Company includes in revenue variable consideration only to the extent that it is probable that a significant reversal in the amount

of cumulative revenue recognized will not occur when the variable consideration is resolved.

This determination is made based upon known

customer program and incentive offerings at the time of sale, and expected sales volume forecasts as it relates to the Company’s

volume-based incentives.

This determination is updated every reporting period.

For the periods ended March 31, 2024 and 2023, customer

growth and volume-based incentives were minimal.

Certain product sales include a 2-year manufacturer’s

warranty that provides the customer with assurance that the product performs as intended.

Such warranties are assurance-type warranties

and are accounted for as contingencies under ASC 460-10.

Refer to Note 7 for warranty reserve.

Compensation expense is recognized for all stock-based

payments to employees and nonemployees, including stock options, restricted stock awards, and warrants, in the statements of operation

based on the fair value of the awards that are granted.

As necessary, the Company’s stock price at the date of grant was estimated

using an acceptable valuation technique such as the probability-weighted expected return model.

The fair value of stock options and warrants

are estimated at the date of grant using the Black-Scholes option-pricing model.

The fair value of restricted stock awards is based on

the fair market value of the Company’s class B common stock on the date of grant.

Compensation expense for restricted stock awards

with performance-based vesting conditions is calculated based on the number of awards that are expected to vest during the performance

period if it is probable that the performance metrics will be achieved.

Generally, measured compensation cost, net of actual forfeitures,

is recognized on a straight-line basis over the vesting period of the related stock-based compensation award.

The Company accounts for

forfeitures of stock-based awards as they occur.

Net Loss per Share of Common Stock

6 unchanged sentences

warrants and convertible debt are considered to be potentially dilutive securities.

As of March 31, 2024 and 2023, there

were 2,770,000 potential common stock equivalents excluded from the diluted loss per

share calculations as their effect is anti-dilutive .

As of September 30, 2024 and June 30, 2024, there

were 3,382,500 of potential common stock equivalents excluded from the diluted loss per share calculations as their effect is anti-dilutive.

Because the Company has reported a net loss for the three months ended September 30, 2024 and 2023, diluted net loss per common share

is the same as basic net loss per common share for such periods.

SOLUTIONS, INC.

TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

30, 2024 AND 2023

New Accounting Pronouncements

No recent accounting pronouncement or changes

in accounting pronouncements have been issued or adopted that are of material significance, or have potential material significance,

to the Company’s financial statements since those discussed in the Company’s fiscal year 2023 audited financial statements.

In December 2023, the Financial Accounting Standards

Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740):

to Income Tax Disclosures , which requires greater disaggregation of income tax disclosures related to the income tax rate reconciliation

and income taxes paid and effective for fiscal years beginning after December 15, 2024.

Early adoption is permitted for annual financial

statements that have not yet been issued.

The amendments should be applied on a prospective basis although retrospective application

is permitted.

The Company is currently evaluating the effects of this pronouncement on its financial statements and disclosures.

In November 2023, the FASB issued ASU 2023-07,

Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures , which improves reportable segment disclosure requirements,

primarily through enhanced disclosures about significant segment expenses.

The guidance in this update is effective for all public entities

for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early

adoption permitted.

The Company is currently evaluating the effects of this pronouncement on its financial statement disclosures.

Disaggregated Revenue

2 unchanged sentences

Three Months Ended

Janitorial and Sanitation

Commercial and Residential Laundry

Total revenue

SOLUTIONS, INC.

TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

31, 2024 AND 2023

Nine Months Ended

March 31, 2023

(Predecessor)

September 30,

Janitorial and Sanitation

5 unchanged sentences

Accounts receivable, net consists of the following

September 30,

Trade accounts receivable

1 unchanged sentence

Total accounts receivable, net

Fair Value Measurements

ASC Topic 820, Fair Value Measurement ,

establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data

(observable inputs) and the Company’s own assumptions (unobservable inputs).

Observable inputs are inputs that market participants

would use in pricing an asset or liability based on market data obtained from sources independent of the Company.

Unobservable inputs

are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability

and are developed based on the best information available in the circumstances.

ASC 820 identifies fair value as the exit price,

representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market

participants.

As a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a three-tier

fair value hierarchy that distinguishes between the following:

Level 1 – Observable

inputs such as quoted prices in active markets for identical assets or liabilities.

Level 2 – Inputs, other than

quoted prices in active markets, that are observable for the asset or liability, either directly or indirectly.

Level 3 – Unobservable inputs

in which there is little or no market data, which requires the Company to develop its own assumptions.

Assets and liabilities measured at fair value

are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

The Company’s

assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments

and consider factors specific to the asset or liability.

The Company’s financial assets are subject to fair value measurements

on a recurring basis.

The Company’s remaining carrying amounts reported in the consolidated balance sheets of these financial assets

are a reasonable estimate of fair value due to their short-term nature.

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consists

of the following at:

September 30,

Prepaid inventory parts

Prepaid insurance

Prepaid certification and fees

Prepaid other

Total prepaid expenses and other current assets

SOLUTIONS, INC.

2 unchanged sentences

Inventory consists of the following at:

September 30,

Finished goods

3 unchanged sentences

date using the weighted average method.

The Company adjusted the inventory reserve to $ 19,235 for the period ended March 31, 2024, from

$ 14,940 for the year ended June 30, 2023.

The Company adjusted the inventory reserve

to $ 15,471 for the three months ended September 30, 2024, from $ 14,790 for

the year ended June 30, 2024.

Intangible Assets

Intangible assets consist of the following at:

September 30,

Customer relationships

accumulated amortization

Total intangible assets, net

The Company holds 14 patents, which are included

in technology.

These patents cover the functions of the Company’s products that allow its machines to produce the ozone in the

form of nanobubbles.

Amortization expense related to intangibles was

$ 38,499 for the three months ended September 30, 2024 and 2023, respectively.

Accounts Payable and Accrued Expenses

1 unchanged sentence

of the following at:

September 30,

Accounts payable

1 unchanged sentence

Accrued payroll and related expenses

Accrued pending litigation (Note13)

Warranty reserve

Accrued severance

Accrued legal

Other accrued expenses

Total accounts payable and other accrued expenses

In connection with the acquisition of the Predecessor

on October 17, 2022, the Company issued a promissory note in the principal amount of $ 3,000,000 to the seller, Burlington Capital, LLC

(“Burlington”), which bears interest at 7 % per annum and matures on October 17, 2023.

On September 13, 2023, the parties

signed an extension agreement, pursuant to which the interest rate was increased to 10 % per annum and the maturity date was extended

to the earlier of (a) the closing of a firm commitment initial public offering and concurrent listing on a national securities exchange

or (b) December 17, 2023.

On December 17, 2023, the parties signed a second extension agreement, pursuant to which the maturity date

was extended to the earlier of (a) the closing of a firm commitment initial public offering and concurrent listing on a national securities

exchange or (b) April 4, 2024.

As of March 31, 2024, the Company recorded accrued interest related to the note in the amount of $ 355,726 .

January 30, 2024, the Company issued three 10 % original issue discount convertible promissory notes to three separate accredited

investors in the principal amounts of $ 27,778 , $ 111,111 , and $ 111,111 .

The purchase prices of the notes were $ 25,000 , $ 100,000 and $100, 000 ,

respectively.

These notes accrue with simple interest on the outstanding principal amount at the rate of 12 % per annum and the interest

shall commence on the date of issuance and continue to accrue until paid in full or until the note is converted.

The principal amounts

and all accrued and unpaid interest automatically convert into class B common stock upon the closing of the Company’s initial public

The notes contain customary beneficial ownership limitations.

Unless earlier converted into class B common stock, all unpaid

interest and principal is due and payable on December 31, 2024, which date may be extended at the election of the Company by up

to two additional 90-day periods.

As of March 31, 2024, the Company recorded accrued interest related to the notes in the

amount of $ 4,545 .

Related Party Transactions

The following due to related party balances were outstanding at:

Due to founder – credit card

Due to founders

Total due to related parties

SOLUTIONS, INC.

1 unchanged sentence

30, 2024 AND 2023

As of March 31, 2024, the Company had a short

term amount due to Clayton Adams, one of its founders, in the amount of $ 62,416 for operational expenses paid by a credit card in the

founder’s name.

Burlington Promissory Note

In connection with the acquisition on October

17, 2022, the Company issued a promissory note in the principal amount of $ 3,000,000 to the seller, Burlington Capital, LLC (“Burlington”),

which bore interest at 7 % per annum and was to mature on October 17, 2023 .

On September 13, 2023, the parties signed an extension agreement,

pursuant to which the interest rate was increased to 10 % per annum and the maturity date was extended to the earlier of (a) the closing

of a firm commitment initial public offering and concurrent listing on a national securities exchange or (b) December 17, 2023.

17, 2023, the parties signed a second extension agreement, pursuant to which the maturity date was extended to the earlier of (a) the

closing of a firm commitment initial public offering and concurrent listing on a national securities exchange or (b) April 4, 2024.

April 30, 2024, the Company and Burlington entered into an extension agreement which extended the maturity date to May 9, 2024 .

On May 31, 2024, Burlington and Walker Water

LLC (“WW”) entered into an allonge, assignment and agreement (the “Assignment Agreement”), pursuant to which

Burlington agreed to transfer $ 633,840 of the note to WW.

The Assignment Agreement also provided that the Company make a payment of $ 900,000

on May 31, 2024 to Burlington to reduce the principal amount of the note by $ 480,667 and pay the outstanding accrued interest of $ 419,333

Also on May 31, 2024, the Company issued an amended and restated promissory note to Burlington (the “Amended Note”).

The Amended Note has a new principal amount of $ 2,366,160 , accrues interest at 8.5 % per annum from October 17, 2022 (the date of the

original note), which shall increase to 10 % upon an event of default, and requires quarterly payments in the amount of $ 100,000 over

the course of the next two and a half years, with a final payment of $ 1,396,881 due on April 1, 2027 .

The Amended Note may be prepaid

at any time with no pre-payment penalty and contains customary events of default for a note of this type.

As of September 30, 2024, the

outstanding principal balance of this note is $ 1,885,493 and it has accrued interest of $ 59,006 .

Pursuant to the Assignment Agreement, the Company

also issued a promissory note to WW in the principal amount of $ 633,840 (the “New Note”).

The New Note accrues interest at

8.5 % per annum from October 17, 2022 (the date of the original note), which shall increase to 10 % upon an event of default and is due

on December 31, 2024 .

The New Note may be prepaid at any time with no pre-payment penalty and contains customary events of default for

a note of this type.

As of September 30, 2024, the outstanding principal balance of this note is $ 633,840 and it has accrued interest

of $ 17,959 .

Line of Credit

On June 28, 2024, the Company entered into a

loan agreement with Arbor Bank for a revolving line of credit in the amount of $ 100,000 with a variable interest rate tied to the U.S.

Monthly payments of accrued interest are due beginning July 28, 2024.

The principal and any outstanding accrued interest

are due in full on June 28, 2025.

As of September 30, 2024, there was no outstanding principal on this line of credit, and no required

accrued interest.

SOLUTIONS, INC.

TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

30, 2024 AND 2023

Related Party Transactions

The following due to related party balances were

outstanding at:

September 30,

Due to founder – credit card

As of September 30, 2024 and June 30, 2024, the

Company had a short term amount due to Clayton Adams, its Chief Executive Officer and founder, in the amount of $ 78,849 and $ 91,119 ,

respectively for operational expenses paid by a credit card in his name.

The Company has a verbal agreement with Mr.

Adams to pay the credit card charges directly to the issuing financial

institution as they become due and is current on these payments.

Adams to pay the

credit card charges directly to the issuing financial institution as they become due and is current on these payments.

On October 4, 2022, the Company issued a promissory

note to each of Matthew Atkinson, the Company’s Chief Executive Officer, and Clayton Adams, the Company’s President at such

time, in the principal amount of $ 104,450 each, for a total of $ 208,900 .

These notes bear interest at a rate of 5 % per annum beginning

on the 30th day after issuance and are due on the 60th day following written demand from the holder.

The Company has recorded this as

a short-term note payable on the balance sheet, due to the demand terms of the agreement, and recorded related accrued interest of $ 15,567

as of March 31, 2024.

As of March 31, 2024, the holders have not provided written demand to the Company.

note to each of Matthew Atkinson, the Company’s Chief Executive Officer at such time, and Clayton Adams, the Company’s President

at such time, in the principal amount of $ 104,450 each for a total of $ 208,900 .

These notes bore interest at a rate of 5 % per annum beginning

on the 30th day after issuance and were due on the 60th day following written demand from the holder.

On May 29, 2024, the Company repaid

these two promissory notes, including interest accrued of $ 8,506 each.

On October 17, 2022, the Company entered into

a consulting agreement with Birddog Capital, LLC (“Birddog”), a limited liability company owned by Clayton Adams, a significant

security holder at such time and the Company’s current Chief Executive Officer, pursuant to which the Company engaged Birddog to

provide management services to the Company.

Pursuant to the consulting agreement, the Company agreed to pay Birddog a monthly fee of

$ 6,000 commencing on October 17, 2022.

The Company also agreed to reimburse Birddog for all pre-approved business expenses.

of the consulting agreement was for one (1) year.

On April 1, 2024, the Company entered into a new consulting agreement with Birddog

which provides for a monthly fee of $ 22,000 .

In addition, the Company agreed to pay Birddog $ 175,000 upon completion of the initial public

offering and grant Birddog 500,000 restricted stock units, with 250,000 shares vesting immediately and 250,000 shares vesting eighteen

months after issuance.

The consulting agreement expires on October 23, 2025 .

On July 27, 2023, the Company agreed to purchase

approximately $ 105,000 worth of inventory from Nebraska C.

Ozone, LLC, a related party business owned by Lisa Roskens, a significant

stockholder and the principal officer of Burlington, due to an open purchase order that the Company’s predecessor had with an inventory

vendor that was not included in the liabilities assumed from the predecessor per the terms of the acquisition purchase agreement.

inventory is to be purchased as needed, consistent with other inventory purchases.

However, if the entire $ 105,000 amount is not purchased

by March 31, 2024, the balance at that date begins accruing interest at a rate of seven percent ( 7 %) per annum until it is paid in full.

As of September 30, 2024, the Company has not purchased any of the inventory and as such, has accrued interest of $ 13,570 .

On March 26, 2024, the Company entered into a

3 unchanged sentences

Adams agreed to provide advances to the Company

upon request during the period commencing on the effective date of the registration statement of which this prospectus forms a part and

continuing until the second anniversary of such date, which is referred to as the maturity date.

This note accrues simple interest on

the outstanding principal amount at the rate of 8 % per annum, with all principal and interest due on the maturity date;

provided that

upon an event of default (as defined in the note), such rate shall increase to 13 %.

The Company may prepay the note at any time without

penalty or premium.

The note is unsecured and contains customary events of default for a loan of this type.

As of March 31, 2024, no

advances have been made and the principal amount of this note is $ 0 .

Stockholders’ Equity

The Company’s authorized capital stock

currently consists of 350,000,000 shares, consisting of (i) 300,000,000 shares of common stock, par value $ 0.0001 per share, of

which 50,000,000 shares are designated class A common stock and 250,000,000 shares are designated as class B common stock;

and (ii) 50,000,000

shares of “blank check” preferred stock, par value $ 0.0001 per share, of which 4,000,000 are designated as series seed preferred

Series Seed Preferred Stock

Below is a summary of the terms of the series

seed preferred stock.

The series seed preferred

stock ranks, as to the payment of dividends and the distribution of assets upon liquidation, dissolution or winding up, senior to the

common stock.

Liquidation Rights .

of any voluntary or involuntary liquidation, dissolution or winding up of the Company or any deemed liquidation event (as defined in

the certificate of designation), before any payment shall be made to the holders of common stock by reason of their ownership thereof,

the holders of shares of series seed preferred stock shall be entitled to be paid out of the funds and assets available for distribution

to its stockholders, an amount per share equal to the greater of (a) $ 0.25 per share, plus any dividends declared but unpaid thereon,

or (b) such amount per share as would have been payable had all shares of series seed preferred stock been converted into class

A common stock immediately prior to such liquidation, dissolution or winding up or deemed liquidation event.

All dividends shall

be declared pro rata on the common stock and series seed preferred stock on a pari passu basis according to the number of shares

of common stock held by such holders.

For this purpose, each holder of shares of series seed preferred stock is to be treated as holding

the greatest whole number of shares of common stock then issuable upon conversion of all shares of series seed preferred stock held by

Voting Rights .

The holders of series

seed preferred stock shall have the right to one vote for each share of class A common stock into which such series seed preferred stock

could then be converted, and with respect to such vote, the holders shall have full voting rights and powers equal to the voting rights

and powers of the holders of class A common stock, and shall be entitled to vote together with holders of class A common stock with respect

to any question upon which holders of class A common stock have the right to vote.

SOLUTIONS, INC.

TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

31, 2024 AND 2023

Conversion Rights .

Each share of

series seed preferred stock shall be convertible at the option of the holder thereof into such number of shares of class A common stock

as is determined by dividing $ 0.25 per share by the conversion price in effect at the time of conversion.

The conversion price is initially

$ 0.25 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination, recapitalization, or

merger or consolidation).

In addition, all outstanding shares of series seed preferred stock shall automatically be converted into shares

of common A common stock upon (a) the closing of the sale of shares of class A common stock to the public in a public offering pursuant

to an effective registration statement under the Securities Act of 1933, as amended (or a qualified offering statement under Regulation

A of the Securities Act, as amended), (b) the date that the Company or a successor to the Company becomes an issuer with a class of securities

registered under Section 12 or subject to Section 15(d) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)

and is subject to the periodic and current reporting requirements of Section 13 or 15(d) of the Exchange Act or is required to file reports

under Regulation A of the Securities Act of 1933, as amended, or (c) the date and time, or the occurrence of an event, specified by vote

or written consent of holders of at least a majority of the outstanding shares of series seed preferred stock at the time of such vote

or consent, voting as a single class on an as-converted basis.

On September 16, 2022, the Company issued an

aggregate of 2,000,000 shares of series seed preferred stock at a purchase price of $ 0.25 per share.

On September 30, 2022, the Company issued 2,000,000

shares of series seed preferred stock at a purchase price of $ 0.25 per share.

On July 16, 2023, 1,000,000 shares of series

seed preferred stock were converted into 1,000,000 shares of class A common stock.

On February 5, 2024, 750,000 shares of series

seed preferred stock were converted into 750,000 shares of class A common stock.

On February 7, 2024, 1,250,000 shares of series

seed preferred stock were converted into 1,250,000 shares of class A common stock.

As of March 31, 2024, 1,000,000 shares of series

seed preferred stock were issued and outstanding.

The Company has two classes of authorized common

stock — class A common stock and class B common stock.

The rights of the holders of the class A common stock and

class B common stock are identical, except with respect to voting and conversion.

Each share of class A common stock is entitled to ten

votes per share and is convertible into one share of class B common stock.

Each share of class B common stock is entitled to one vote

As of March 31, 2024, all of the outstanding class A common stock was held by one

of the Company’s founders .

On August 26, 2022, the Company issued an aggregate

of 1,000,000 shares of class A common stock at a purchase price of $ 0.0001 per share.

On October 14, 2022, the Company issued an aggregate

of 603,450 shares of class B common stock at a purchase price of $ 1.74 per share.

On November 29, 2022, the Company issued 57,471

shares of class B common stock at a purchase price of $ 1.74 per share.

On November 29, 2022, the Company issued 777,778

shares of class B common stock upon the exercise of a warrant for an aggregate exercise price of $ 500,000 .

On April 1, 2023, the Company issued 17,241 shares

of class B common stock to a professional firm in exchange for services at $ 1.74 per share.

Accordingly, stock compensation expense in

the amount of $ 29,999 was recorded by the Company.

On June 1, 2023, an aggregate of 340,000 shares

of class A common stock were converted into an aggregate of 340,000 shares of class B common stock.

upon request during the period commencing on April 25, 2024 and continuing until the second anniversary of such date, which is referred

to as the maturity date.

This note accrues simple interest on the outstanding principal amount at the rate of 8 % per annum, with all

principal and interest due on the maturity date;

provided that upon an event of default (as defined in the note), such rate shall increase

The Company may prepay the note at any time without penalty or premium.

The note is unsecured and contains customary events of

default for a loan of this type.

As of September 30, 2024, no advances have been made and the principal amount of this note is $ 0 .

SOLUTIONS, INC.

1 unchanged sentence

30, 2024 AND 2023

Stockholders’ Equity

Series Seed Preferred Stock

For the Three Months Ended September 30,

On July 16, 2023, the Company issued 1,000,000

shares of class A common stock upon the conversion of 1,000,000 shares of series seed preferred stock.

As of September 30, 2023, 3,000,000 shares of

series seed preferred stock were issued and outstanding.

For the Three Months Ended September 30,

No shares of Series Seed Preferred Stock existed

as of September 30, 2024.

For the Three Months Ended September 30,

On July 17, 2023, the Company issued 940,000

2 unchanged sentences

370,000 shares of class B common stock upon the conversion of 370,000 shares of class A common stock.

On February 5, 2024, the Company issued 750,000

shares of class A common stock upon the conversion of 750,000 shares of series seed preferred stock, which were immediately converted

into 750,000 shares of class B common stock upon issuance.

February 6, 2024, the Company issued 200,000 shares of class

B common stock upon the conversion of 200,000 shares of class A common stock.

On February 7, 2024, the Company issued 1,250,000

shares of class A common stock upon the conversion of 1,250,000 shares of series seed preferred stock, which were immediately converted

into 1,250,000 shares of class B common stock upon issuance.

As of March 31, 2024, there were 150,000 shares

of class A common stock and 5,305,940 shares of class B common stock issued and outstanding

2022 Equity Incentive Plan

On September 16, 2022, the Company’s board

of directors adopted the Company’s 2022 Equity Incentive Plan, which was adopted by stockholders on November 18, 2022, which reserved

a total of 1,736,819 shares of the Company’s class B common stock for issuance.

January 3, 2024, the Company adopted an amendment to the 2022 Equity Incentive Plan (as amended, the “2022 Plan”) ,

which was adopted by stockholders on January 4, 2024, which increased the

total shares of class B common stock available for grant to 3,240,000 .

Additionally, the number of shares of class B common stock available

for issuance under the 2022 Plan will automatically increase on January 1 of each calendar year during the term of the 2022 Plan by an

amount equal to 5 % of the total number of shares of class B common stock issued and outstanding on December 31 of the immediately preceding

calendar year.

Incentive awards authorized under the 2022 Plan

include, but are not limited to, nonqualified stock options, incentive stock options, restricted stock awards, restricted stock units,

performance grants intended to comply with Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”),

and stock appreciation rights.

If an incentive award granted under the 2022 Plan expires, terminates, is unexercised for forfeited, the

surrendered shares will become available for future awards under the 2022 Plan.

The Company’s employees and advisors were

awarded options under the 2022 Plan.

Therefore, an allocation of the share-based compensation was made to the Company.

As of September 30, 2023, there were 350,000

shares of class A common stock and 3,105,940 shares of class B common stock issued and outstanding.

For the Three Months Ended September 30,

On July 12, 2024, the Company issued 5,000 shares

of class B common stock upon vesting of a restricted stock unit award granted under the 2022 Plan (as defined below).

On September 19,

2024, the Company issued 4,166 shares of class B common stock upon vesting of a restricted stock unit award granted under the 2022 Plan.

As of September 30, 2024, there were 270,000

shares of class A common stock and 7,970,085 shares of class B common stock issued and outstanding.

Stock Options

As of March 31, 2024, the Company has issued

options to purchase an aggregate of 2,000,000 shares of class A common stock at an exercise price of $ 0.25 per share.

In addition, the

Company issued options to purchase 770,000 shares of class B common stock at a weighted average exercise price of $ 2.21 per share under

the 2022 Plan.

The class A options were fully vested as of the grant date and the class B options have a graded vesting term based on

continuous service during the vesting period.

SOLUTIONS, INC.

TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

31, 2024 AND 2023

On October 14, 2022 and November 29,

2022, the Company issued warrants for the purchase of 42,241 and 4,022 shares of class B common stock, respectively, to a third party

as part of their compensation earned.

The warrants were exercisable for a period of five years at an exercise price of $ 1.74 (subject

to adjustments for stock dividends, stock splits, mergers, consolidations and similar transactions).

On March 6, 2024, the Company cancelled

these warrants without issuing a replacement award.

As the warrants were already vested, previously recognized compensation cost was

not reversed.

On October 17, 2022, the Company issued

a warrant for the purchase of 777,778 shares of class B common stock for an aggregate exercise price of $ 500,000 to Burlington.

November 29, 2022, Burlington exercised this warrant in full.

No options were issued during the three months

ended September 30, 2024.

No warrants were issued during the three months

ended September 30, 2024.

Restricted Stock Awards

On September 19, 2024, the Company granted a

restricted stock unit award under the 2022 Plan for 585,000 shares of class B common stock, of which 150,000 shares will vest in equal

parts over the course of thirty-six (36) months, with 1/36th vesting each month commencing on the grant date and thereafter on the same

day of the month as the grant date, and the remaining shares will vest as the Company achieves certain sales targets in a twelve-month

Stock-based Compensation

options are granted at the fair market value of the underlying common stock on the date of grant.

The Company recognizes

compensation expense for these awards using the straight-line recognition method over the

vesting period.

The fair value of stock options was estimated

at the date of grant using a Black-Scholes option-pricing model with the following assumptions:

Risk-free interest rate 3.71 %

Dividend yield 0.0 %

Expected volatility 53.05 %

Expected life of awards 4.8 years

The risk-free interest rate is based on U.S.

government issues with a remaining term equal to the expected life of the awards.

The determination of expected volatility is based on

historical volatility of an appropriate industry sector index.

The weighted average expected term was estimated for options using the

average of the vesting term and contractual term of the awards.

The weighted-average fair value of total awards granted during the period

ended March 31, 2024 was $ 1.34 .

The information presented in the following table

represents the awards granted and outstanding during the period:

Warrants Stock

Options Weighted

Life (years) Weighted

Beginning balance -

Granted 824,041 - 0.44 0.69

2,770,000 4.77 0.51

Cancelled - - - -

Exercised ( 777,778 ) - - 0.61

Outstanding, June 30, 2023 ( 2,125,152 shares exercisable) 46,263 2,770,000 5.01 $ 0.59

Granted - - - -

Cancelled ( 46,263 ) - ( 0.24 ) ( 0.08 )

Outstanding, March 31, 2024 ( 2,463,889 shares exercisable) - 2,770,000 4.77 $ 0.51

The intrinsic value and total cash received of

awards exercised for the period ending June 30, 2023 was $ 855,556 and $ 500,000 , respectively.

No cash awards were exercised during the

nine-month period ended March 31, 2024.

Total stock compensation expense recognized during the nine-month period ended March 31, 2024

consists of $ 151,978 related to stock options.

In addition, $ 42,835 of warrants issued to underwriters were recorded as an offset to

equity as of March 31, 2024.

As of March 31, 2024, total unrecognized stock compensation expense was $ 187,973 with the weighted average

period over which it is expected to be recognized of 3.25 years.

Total stock compensation expense for the three

months ended September 30, 2024 was $ 182,400 .

Total stock compensation expense for the three months ended September 30, 2023 was $ 63,960 .

As of September 30, 2024, total unrecognized stock compensation expense was $ 1,014,374 with the weighted average period over which it

is expected to be recognized of 2.11 years.

SOLUTIONS, INC.

4 unchanged sentences

of basic and dilutive net loss per share of common stock:

Three Months Ended March 31,

Basic and diluted net loss per share

Allocation of undistributed loss

$ ( 494,698 )

$ ( 132,758 )

$ ( 190,999 )

Weighted average number of shares used in per share computation

Basic and diluted net loss per share

Allocation of undistributed loss

$ ( 117,376 )

$ ( 1,185,387 )

Weighted average number of shares used in per share computation

Basic and diluted net loss per share

Period from October 17,

2022 to March 31, 2023

Three Months Ended September 30,

Basic and diluted net loss per share

11 unchanged sentences

The Company is

currently not aware of any such legal proceedings or claims that it believes will have a material adverse effect on its business, financial

condition or operating results.

Retirement Plans

The Successor does not maintain a defined contribution

plan or any other type of retirement plan for its employees.

For the period July 1, 2022 through October 16,

2022, the Predecessor maintained a defined contribution 401(k) plan available to eligible employees.

Employee contributions are voluntary

and are determined on an individual basis, limited to the maximum amount allowable under federal tax regulations.

Matching contributions

to the 401(k) plan are made for certain eligible employees to meet the non- discrimination provisions of the plan.

During this period,

the Predecessor made a contribution of $ 1,512 .

SOLUTIONS, INC.

TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

31, 2024 AND 2023

aware of one legal claim and has accrued approximately $ 108,000 for such claim.

On August 20, 2024, the Company’s former

Chief Executive Officer, Matthew Atkinson, filed a lawsuit against the Company in the State of Nebraska claiming compensation, unreimbursed

expenses and accrued and unpaid vacation owed to him prior to his resignation in February 2024.

The Company is currently not aware of any other

such legal proceedings or claims that it believes will have a material adverse effect on its business, financial condition or operating

The Company has a non-cancellable operating lease

commitment for its office facility expiring in 2028.

Rent expense totaled $ 90,307 for the nine months ended March 31, 2024.

Rent expense totaled $ 40,416 and $ 28,813

for the three months ended September 30, 2024 and 2023, respectively.

The following table discloses the lease cost,

discount rate, and remaining lease term for operating leases as of March 31, 2024:

discount rate, and remaining lease term for operating leases as of September 30, 2024 and 2023:

September 30,

2024 September 30,

Operating lease cost $ 40,416 $ 28,813

Remaining lease term 3.9 years

Remaining lease term 3.4 years 4.4 years

Discount rate 6.56 % 6.00 %

1 unchanged sentence

external debt and was adjusted for collateralization, term and lease amount.

SOLUTIONS, INC.

TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

30, 2024 AND 2023

The following table discloses the undiscounted

cash flows on an annual basis and a reconciliation of the undiscounted cash flows of operating lease liabilities recognized in the balance

sheet as of March 31, 2024:

Year Ending June 30,

sheet as of September 30, 2024:

2025 (remainder)

5 unchanged sentences

Subsequent Events

The Company has evaluated events subsequent to

March 31, 2024, to assess the need for potential recognition or disclosure.

Such events were evaluated through June 10, 2024, the date

these condensed financial statements were available to be issued.

The following were noted:

Initial Public Offering

On April 25, 2024, the Company entered into an

underwriting agreement with Boustead Securities, LLC, as the representative (the “Representative”) of the several underwriters

named on Schedule 1 thereto (the “Underwriters”), relating to the Company’s initial public offering of class B common

Under the Underwriting Agreement, the Company agreed to sell 1,250,000 shares of class B common stock to the Underwriters, at

a purchase price per share of $ 3.72 (the offering price to the public of $ 4.00 per share of class B common stock minus the Underwriters’

discount), and also agreed to grant to the Underwriters a 45-day option to purchase up to 187,500 additional shares of class B common

stock, at a purchase price of $ 3.72 , pursuant to the Company’s registration statement on Form S-1 (File No.

333-274928) under the

Securities Act of 1933, as amended.

On April 30, 2024, the closing of the initial

public offering was completed.

The Company sold 1,250,000 shares of class B common stock for total gross proceeds of $ 5,000,000 .

deducting the underwriting commission and expenses, the Company received net proceeds of approximately $ 4,239,500 .

On April 30, 2024, pursuant to the Underwriting

Agreement, the Company issued a class B common stock purchase warrant to the Representative for the purchase of 87,500 shares of class

B common stock at an exercise price of $ 5.00 , subject to adjustments.

The warrant will be exercisable at any time and from time to time,

in whole or in part, during the period commencing on April 30, 2024 and ending on April 25, 2029 and may be exercised on a cashless basis

under certain circumstances.

SOLUTIONS, INC.

TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

31, 2024 AND 2023

Stock Conversions

On April 30, 2024, the Company issued 1,000,000

shares of class A common stock upon the conversion of 1,000,000 shares of series seed preferred stock.

On May 15, 2024, the Company issued 880,000 shares

of class B common stock upon the conversion of 880,000 shares of class A common stock.

Conversion of Convertible Notes

On May 2, 2024, the Company issued an aggregate

of 257,479 shares of class B common stock upon the conversion of the 10 % original

issue discount convertible promissory notes issued on January 30, 2024 (see Note 8), which included principal of $ 250,000 and accrued

interest of $ 7,479 .

Equity Awards

On April 30, 2024, the Company granted a restricted stock award under

the 2022 Plan for 100,000 shares of class B common stock, of which 15,000 shares vested on the date of grant, 21,250 shares will vest

quarterly commencing on July 1, 2024 and the remaining 75,000 shares will vest upon the achievement of certain metrics.

On April 30, 2024, the Company granted a restricted stock unit under

the 2022 Plan for 1,300,000 shares of class B common stock, of which 87,500 shares vested and were issued on the date of grant, 37,500

shares will vest each quarter for seven quarters commencing on June 1, 2024, and the remaining shares will vest upon the achievement of

certain metrics.

On April 30, 2024, the Company granted options

under the 2022 Plan to the Company’s three independent directors, each for the purchase of 150,000 shares of class B common stock

at an exercise price of $ 4.00 per share, with 15,000 shares underlying each option vesting on the date of grant and the remaining shares

vesting monthly commencing on May 25, 2024.

On April 30, 2024, the Company granted an option under the 2022 Plan

for the purchase of 75,000 shares of class B common stock at an exercise price of $ 4.00 per share, which vested in full on the date of

Debt Repayment

On May 29, 2024, the Company repaid the two promissory

notes issued on October 4, 2022 in full (see Note 9).

Debt Extension and Amendment

On April 30, 2024, the Company and Burlington

entered into an extension agreement which extended the maturity date of the promissory note issued on October 17, 2022 (the “Original

Note”) to May 9, 2024 (see Note 8).

On May 31, 2024, Burlington and Walker Water

LLC (“WW”) entered into an allonge, assignment and agreement (the “Assignment Agreement”), pursuant to which

Burlington agreed to transfer $ 633,840.00 of the Original Note to WW.

The Assignment Agreement also provided that the Company would make

a payment of $ 900,000 on May 31, 2024 to Burlington to reduce the principal amount of the Original Note.

In conjunction with the Assignment Agreement,

the Company issued an amended and restated promissory note to Burlington (the “Amended Note”).

The Amended Note has a new

principal amount of $ 3,196,881 , accrues interest at 8.5 % per annum from October 17, 2022 (the date of the Original Note), which shall

increase to 10 % upon an event of default, and requires quarterly payments in the amount of $ 100,000 over the course of the next two and

a half years, with a final payment of $ 1,396,881 due on April 1, 2027.

The Amended Note may be prepaid at any time with no pre-payment

penalty and contains customary events of default for a note of this type.

Pursuant to the Assignment Agreement, the Company also issued a promissory

note to WW in the principal amount of $ 633,840 (the “New Note”).

The New Note accrues interest at 8.5 % per annum from October

17, 2022 (the date of the Original Note), which shall increase to 10 % upon an event of default, and is due on December 31, 2024.

Note may be prepaid at any time with no pre-payment penalty and contains customary events of default for a note of this type.

On October 19, 2024, the Company issued 4,166

shares of class B common stock upon vesting of a restricted stock unit award granted under the 2022 Plan.

On October 30, 2024, the Company issued 270,000 shares of class B common stock upon the conversion of 270,000 shares of class A common

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements