What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-08-22 compared with 2024-09-20 · 1483 added, 1756 removed, 302 unchanged (91% of the section changed)

CONTROLS AND PROCEDURES.

of Disclosure Controls and Procedures

maintain “disclosure controls and procedures,” as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange

Act, that are designed to ensure information required to be disclosed in our reports that we file or furnish pursuant to the Exchange

Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such

information is accumulated and communicated to our management, including our Chief Executive Officer (our principal executive officer)

and Chief Financial Officer (our principal financial officer), as appropriate to allow for timely decisions regarding required disclosure.

Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness

of our disclosure controls and procedures as of the end of the period covered by this report.

Based on such evaluation, our principal

executive officer and principal financial officer have concluded that, as of such date, our disclosure controls and procedures were not

effective at a reasonable assurance level due to material weaknesses identified related to (1) the lack of a sufficient number of trained

professionals with the expertise to design, implement, and execute a formal risk assessment process and formal accounting policies, procedures,

and controls over accounting and financial reporting to ensure the timely and accurate recording of financial transactions while maintaining

a segregation of duties;

and (2) the lack of a sufficient number of trained professionals with the appropriate U.S.

GAAP technical expertise

to identify, evaluate, and account for complex transactions, including identification of related party transactions, and review valuation

reports prepared by external specialists.

Annual Report on Internal Control over Financial Reporting

annual report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation

report of our registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.

in Internal Controls over Financial Reporting

preparing our financial statements as of and for the year ended June 30, 2024, management identified material weaknesses in our internal

Evaluation of Disclosure Controls and Procedures

We maintain “disclosure controls and procedures,”

as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to ensure information required to be

disclosed in our reports that we file or furnish pursuant to the Exchange Act is recorded, processed, summarized, and reported within

the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management,

including our Chief Executive Officer (our principal executive officer) and Chief Financial Officer (our principal financial officer),

as appropriate to allow for timely decisions regarding required disclosure.

Our management, with the participation of our

principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures

as of June 30, 2025.

Based on such evaluation, our principal executive officer and principal financial officer have concluded that, as

of such date, our disclosure controls and procedures were not effective at a reasonable assurance level due to the material weaknesses

in internal control over financial reporting described below.

Management’s Annual Report on Internal

Control over Financial Reporting

The material weaknesses we identified related to (1) the lack of a sufficient number of trained professionals

with the expertise to design, implement, and execute a formal risk assessment process and formal accounting policies, procedures, and

controls over accounting and financial reporting to ensure the timely and accurate recording of financial transactions while maintaining

a segregation of duties;

and (2) the lack of a sufficient number of trained professionals with the appropriate U.S.

GAAP technical expertise

to identify, evaluate, and account for complex transactions and review valuation reports prepared by external specialists.

are planning on implementing measures designed to improve our internal control over financial reporting to remediate these material weaknesses,

including formalizing our processes and internal control documentation and strengthening supervisory reviews by our financial management

and hiring additional qualified accounting and finance personnel and engaging financial consultants to enable the implementation of internal

control over financial reporting and segregating duties amongst accounting and finance personnel.

we are implementing these measures, we cannot assure you that these efforts will remediate our material weaknesses and significant deficiencies

in a timely manner, or at all, or prevent restatements of our financial statements in the future.

If we are unable to successfully remediate

our material weaknesses, or identify any future significant deficiencies or material weaknesses, the accuracy and timing of our financial

reporting may be adversely affected, we may be unable to maintain compliance with securities law requirements regarding timely filing

of periodic reports, and the market price of our common stock may decline as a result.

accordance with the provisions of the JOBS Act, we and our independent registered public accounting firm were not required to, and did

not, perform an evaluation of our internal control over financial reporting as of June 30, 2024, nor any period subsequent in accordance

with the provisions of the Sarbanes-Oxley Act.

Accordingly, we cannot assure you that we have identified all, or that we will not in

the future have additional, material weaknesses.

Material weaknesses may still exist when we report on the effectiveness of our internal

control over financial reporting as required under Section 404 of the Sarbanes-Oxley Act.

Limitations on Effectiveness of Controls

management, including our principal executive officer and principal financial officer, do not expect that our disclosure controls and

procedures or our internal control over financial reporting will prevent all errors and all fraud.

Our management recognizes that any

controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control

objectives, and management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible controls

and procedures.

Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of

controls must be considered relative to their costs.

Because of the inherent limitations in all control systems, no evaluation of controls

can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

These inherent limitations

include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake.

Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management

override of the controls.

The design of any system of controls is also based in part upon certain assumptions about the likelihood of

future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions;

over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may

Due to inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be

Our management is responsible for establishing

and maintaining adequate internal control over financial reporting for our company.

Internal control over financial reporting refers to

the process designed by, or under the supervision of, our principal executive officer and principal financial and accounting officer,

and effected by our board of directors, management, and other personnel, to provide reasonable assurance regarding the reliability of

our financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, and includes those

policies and procedures that:

(1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions

and dispositions of our assets;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial

statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with the authorization of

our management and directors;

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use

or disposition of our assets that could have a material effect on the financial statements.

Our management evaluated the effectiveness of

our internal control over financial reporting as of June 30, 2025.

In making this evaluation, management used the framework established

in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO.

COSO framework summarizes each of the components of a company’s internal control system, including (i) the control environment,

(ii) risk assessment, (iii) control activities, (iv) information and communication, and (v) monitoring.

Based on our evaluation, we determined

that, as of June 30, 2025, our internal control over financial reporting was not effective due to the following material weaknesses:

● We lack a sufficient number of trained professionals with the expertise to design, implement, and execute

a formal risk assessment process and formal accounting policies, procedures, and controls over accounting and financial reporting to ensure

the timely and accurate recording of financial transactions while maintaining a segregation of duties.

● We lack a sufficient number of trained professionals with the appropriate GAAP technical expertise to

identify, evaluate, and account for complex transactions and review valuation reports prepared by external specialists.

We are planning on implementing measures designed

to improve our internal control over financial reporting to remediate these material weaknesses, including formalizing our processes and

internal control documentation and strengthening supervisory reviews by our financial management and hiring additional qualified accounting

and finance personnel and engaging financial consultants to enable the implementation of internal control over financial reporting and

segregating duties amongst accounting and finance personnel.

While we are implementing these measures, we cannot

assure you that these efforts will remediate our material weaknesses and significant deficiencies in a timely manner, or at all, or prevent

restatements of our financial statements in the future.

If we are unable to successfully remediate our material weaknesses, or identify

any future significant deficiencies or material weaknesses, the accuracy and timing of our financial reporting may be adversely affected,

we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports, and the market price

of our class B common stock may decline as a result.

Our management, including our principal executive

officer and principal financial officer, do not expect that our disclosure controls and procedures or our internal control over financial

reporting will prevent all errors and all fraud.

Our management recognizes that any controls and procedures, no matter how well designed

and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily is required

to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Further, the design of a control

system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control

issues and instances of fraud, if any, have been detected.

These inherent limitations include the realities that judgments in decision-making

can be faulty, and that breakdowns can occur because of a simple error or mistake.

Additionally, controls can be circumvented by the individual

acts of some persons, by collusion of two or more people, or by management override of the controls.

The design of any system of controls

is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will

succeed in achieving its stated goals under all potential future conditions;

over time, controls may become inadequate because of changes

in conditions, or the degree of compliance with policies or procedures may deteriorate.

Due to inherent limitations in a cost-effective

control system, misstatements due to error or fraud may occur and not be detected.

As a smaller reporting company, we are not required

to include an attestation report on internal control over financial reporting issued by our independent registered public accounting firm

in this report.

Changes in Internal Controls over Financial

We regularly review our system of internal control

over financial reporting and make changes to our processes and systems to improve controls and increase efficiency, while ensuring that

we maintain an effective internal control environment.

Changes may include such activities as implementing new, more efficient systems,

consolidating activities, and migrating processes.

Except for the matters described above, there

have been no changes in our internal control over financial reporting during the fourth quarter of fiscal year 2025 that have materially

affected, or are reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION.

We have no information to disclose that was required

to be in a report on Form 8-K during the fourth quarter of fiscal year 2025 but was not reported.

None of our directors or executive officers

adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation

S-K) during the fourth quarter of fiscal year 2025.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

and Executive Officers

forth below is information regarding our directors and executive officers as of the date of this report.

Chief Executive Officer and President

Financial Officer and Director

Revenue Officer

Adams has served as our Chairman, Chief Executive Officer and President since June 2024 and previously served as our

President, Chief Financial Officer and as a member of our board of directors from September 2022 until July 2023.

Since January 2020,

Adams has served as Principal at Bird Dog Capital LLC, where he leads various investments.

Adams gained experience developing

the growth of small companies as Chief Executive Officer of Carson Enterprises, Inc., a company engaged in landscaping and construction,

from March 2009 to February 2019.

At Carson Enterprises, Inc., Mr.

Adams expanded the company and successfully sold the company in February

Adams is also a member of the board of directors and serves on the audit, compensation and nominating committees of Signing

Day Sports, Inc.

Adams graduated from Red Oak High School in 2007.

We believe that Mr.

Adams is qualified to serve on our board of

directors due to his experience in small-cap companies, scaling operations, and financial background.

Enholm has served as our Chief Financial Officer since March 2023 and was appointed to our board of directors in

Enholm is a senior executive with over 35 years of experience in finance, including budgeting, forecasting, treasury and

cash flow operations, acquisitions and dispositions, and company restructuring.

Enholm worked with Monroe Capital, a private equity

firm located in Chicago, Illinois, to assist their portfolio companies with their financial reporting and accounting needs from October

2018 through September 2022.

As a result, from March 2020 to September 2022, Mr.

Enholm served as the Interim Chief Financial Officer,

and subsequently Chief Financial Officer, at Nelbud Services, a service company specializing in fire protection located in Indianapolis,

From October 2019 to March 2020, Mr.

Enholm was primarily engaged as a consultant for Nelbud Services.

During his tenure as

Chief Financial Officer, Mr.

Enholm led two acquisitions and worked with a senior executive team to develop new revenue sources for the

From October 2018 to August 2021, Mr.

Enholm was the Chief Financial Officer at Complete Nutrition, a private company in Omaha,

Nebraska, that specialized in the sale of health supplements.

As Chief Financial Officer at Complete Nutrition, Mr.

Enholm developed

a restructuring plan to transition the company from a traditional physical store to an e-commerce retailer.

Both Nelbud Services and

Complete Nutrition were wholly owned by Monroe Capital.

Prior to 2018, Mr.

Enholm has also served as Chief Financial Officer at FRGC

LLC, Corporate Controller at CoSentry LLC, and Vice President Corporate Controller at Pamida Operating Stores LLC.

Enholm graduated

from the University of Nebraska-Omaha with a Bachelor of Science in Business Administration, with a major in Accounting.

believe that Mr.

Enholm is qualified to serve on our board of directors due to his extensive finance experience.

Hollst has served as our Chief Revenue Officer since November 1, 2022 and previously served as President of CleanCore

LLC from April 19, 2019 to October 17, 2023.

Hollst has an extensive background in the janitorial, sanitation and refrigeration industry.

From 2015 to April 19, 2021, Mr.

Hollst served as the President of Walker Water, LLC d/b/a O-Z Tech, an ice machine and laundry cleaning

company based out of Omaha, Nebraska, that also specializes in the usage of aqueous ozone water.

Hollst also serves on the Yutan Board of Education in Yutan, NE.

Hollst earned his high school degree in 2003 from Yutan High School.

Cox has served as a member of our board of directors since April 2024.

Cox currently serves as the co-founder and

managing partner of The Inception Companies, a private investment firm, a position he has held since 2016.

From September 2008 to April

Cox served as a principal investor of the Yucaipa Companies, a Los Angeles, California based private equity firm where he was

responsible for sourcing, analyzing and executing investment opportunities, structuring financing for investments and monitoring the

performance and strategic initiatives of its portfolio companies.

From 2006 to 2008, Mr.

Cox served as an investment banking analyst

in the Leveraged Finance Group of Jefferies & Co., a multinational independent investment bank.

Cox received a Bachelor of Science

degree from the University of Southern California.

We believe Mr.

Cox is well-qualified to serve as a member of our board of directors

due to his experience in investment banking and prior corporate governance experience having served on corporate boards of directors.

Grisham has served as a member of our board of directors since April 2024 .

Grisham has worked in the telecommunications industry for over 25 years and has almost a decade of experience as an executive officer.

Since December 2013, Mr.

Grisham has served as the President and Chief Executive Officer of Shawnee Communications Inc., an Illinois

telecommunications company.

Prior to his tenure as the President and Chief Executive Officer as Shawnee Communications, Mr.

Grisham spent

15 years, from August 1998 to December 2013, as its Chief Financial Officer.

Grisham holds a Bachelor of Science in Accounting from

Southern Illinois University, Carbondale.

Our board of directors believes Mr.

Grisham is qualified to serve on the board due to his financial

background and his extensive experience as an executive.

Goldman has served as a member of our board of directors since April 2024 .

Since September 2018, Mr.

Goldman has served as the Chief Financial Officer of Lightbridge Corporation, a Nasdaq-listed nuclear fuel

technology company.

Prior to that, he worked with Lightbridge Corporation as a consultant from 2006 until 2015, and from 2015 until September

2018 served as its Chief Accounting Officer.

From 1985 to 2004, Mr.

Goldman was an Audit Assurance Partner for Livingston Wachtell &

Co., LLP, a New York City CPA firm, with over 20 years’ experience in assurance, tax and advisory services.

Since September 2004,

Goldman had also provided consulting services to numerous public companies on various financial projects and has government contracting

accounting experience.

Goldman has an M.S.

degree in Taxation from Pace University.

Goldman also holds a Bachelor’s degree

in Business Administration with a concentration in Accounting from the State University College at Oswego, NY.

Goldman is a member

of the New York State Society of CPAs and serves on its CFO Committee.

He has also served on the SEC Practice Committee and the Management

Consulting Committee.

He is a member of the American Institute of Certified Public Accountants.

We believe that Mr.

Goldman is qualified

to serve on our board of directors due to his extensive accounting experience and his prior corporate governance experience with numerous

public companies.

directors currently have terms which will end at our next annual meeting of the stockholders or until their successors are elected and

qualify, subject to their prior death, resignation or removal.

Officers serve at the discretion of the board of directors.

arrangement or understanding between any director or executive officer and any other person pursuant to which he was or is to be selected

as a director, nominee or officer.

Relationships

are no family relationships among any of our officers or directors.

in Certain Legal Proceedings

the best of our knowledge, except as described below, none of our directors or executive officers has, during the past ten years:

convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding

traffic violations and other minor offences);

any bankruptcy petition filed by or against the business or property of the person, or of

any partnership, corporation or business association of which he was a general partner or

executive officer, either at the time of the bankruptcy filing or within two years prior

to that time;

subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated,

of any court of competent jurisdiction or federal or state authority, permanently or temporarily

enjoining, barring, suspending or otherwise limiting, his involvement in any type of business,

securities, futures, commodities, investment, banking, savings and loan, or insurance activities,

or to be associated with persons engaged in any such activity;

found by a court of competent jurisdiction in a civil action or by the Securities and Exchange

Commission or the Commodity Futures Trading Commission to have violated a federal or state

securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

the subject of, or a party to, any federal or state judicial or administrative order, judgment,

decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement

of a civil proceeding among private litigants), relating to an alleged violation of any federal

or state securities or commodities law or regulation, any law or regulation respecting financial

institutions or insurance companies including, but not limited to, a temporary or permanent

injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent

cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting

mail or wire fraud or fraud in connection with any business entity;

the subject of, or a party to, any sanction or order, not subsequently reversed, suspended

or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange

Act (15 U.S.C.

78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the

Commodity Exchange Act (7 U.S.C.

1(a)(29))), or any equivalent exchange, association, entity

or organization that has disciplinary authority over its members or persons associated with

our Chief Executive Officer is also our Chairman of the Board.

Our board believes that, at this time, having a combined Chief Executive

Officer and Chairman is the appropriate leadership structure for our company.

In making this determination, the board considered, among

other matters, Mr.

Adams’ experience in small-cap companies, scaling operations, and financial

background and believed that Mr.

Adams is highly qualified to act as both Chairman and Chief Executive Officer due to his experience,

knowledge, and personality.

Among the benefits of a combined Chairman/Chief Executive Officer considered by the board is that such structure

promotes clearer leadership and direction for our company and allows for a single, focused chain of command to execute our strategic

initiatives and business plans.

Board’s Role in Risk Oversight

board of directors oversees that the assets of our company are properly safeguarded, that the appropriate financial and other controls

are maintained, and that our business is conducted wisely and in compliance with applicable laws and regulations and proper governance.

Included in these responsibilities is the board’s oversight of the various risks facing our company.

In this regard, our board

seeks to understand and oversee critical business risks.

Our board does not view risk in isolation.

Risks are considered in virtually

every business decision and as part of our business strategy.

Our board recognizes that it is neither possible nor prudent to eliminate

Indeed, purposeful and appropriate risk-taking is essential for our company to be competitive on a global basis and to achieve

its objectives.

the board oversees risk management, company management is charged with managing risk.

Management communicates routinely with the board

and individual directors on the significant risks identified and how they are being managed.

Directors are free to, and indeed often

do, communicate directly with senior management.

board administers its risk oversight function as a whole by making risk oversight a matter of collective consideration;

however, much

of the work is delegated to committees, which will meet regularly and report back to the full board.

We have established a standing audit

committee, compensation committee and nominating and corporate governance committee of our board of directors.

The audit committee will

oversee risks related to our financial statements, the financial reporting process, accounting and legal matters, the compensation committee

will evaluate the risks and rewards associated with our compensation philosophy and programs, and the nominating and corporate governance

committee will evaluate risk associated with management decisions and strategic direction.

board of directors has determined that all of our directors, other than Messrs.

Adams and Enholm, qualify as “independent”

directors in accordance with the rules and regulations of NYSE American.

Adams and Enholm are not considered independent

because they are employees of our company.

In making its independence determinations, the board considered, among other things, relevant

transactions between our company and entities associated with the independent directors, as described under the heading Item 13 “ Certain

Relationships and Related Party Transactions, and Director Independence ,” and determined that none have any relationship with

our company or other relationships that would impair the directors’ independence.

of the Board of Directors

board has established an audit committee, a compensation committee and a nominating and corporate governance committee, each with its

own charter approved by the board.

Each committee’s charter is available on our website at www.cleancoresol.com.

In addition, our

board of directors may, from time to time, designate one or more additional committees, which shall have the duties and powers granted

to it by our board of directors.

Cox, James M.

Grisham, and Larry Goldman, each of whom satisfies the “independence” requirements of Rule 10A-3 under

the Exchange Act and NYSE American’s rules, serve on our audit committee, with Mr.

Goldman serving as the chair.

Goldman qualifies

as “audit committee financial expert.” The audit committee oversees our accounting and financial reporting processes and

the audits of the financial statements of our company.

audit committee is responsible for, among other things:

(i) retaining and overseeing our independent accountants;

(ii) assisting the

board in its oversight of the integrity of our financial statements, the qualifications, independence and performance of our independent

auditors and our compliance with legal and regulatory requirements;

(iii) reviewing and approving the plan and scope of the internal

and external audit;

(iv) pre-approving any audit and non-audit services provided by our independent auditors;

(v) approving the fees

to be paid to our independent auditors;

(vi) reviewing with our chief executive officer and chief financial officer and independent auditors

the adequacy and effectiveness of our internal controls;

(vii) reviewing hedging transactions;

and (viii) reviewing and approving related

party transactions.

Cox, James M.

Grisham, and Larry Goldman, each of whom satisfies the “independence” requirements of NYSE American’s

rules, serve on our compensation committee, with Mr.

Grisham serving as the chair.

The members of the compensation committee are also

“non-employee directors” within the meaning of Section 16 of the Exchange Act.

The compensation committee assists the board

in reviewing and approving the compensation structure, including all forms of compensation relating to our directors and executive officers.

compensation committee is responsible for, among other things:

(i) reviewing and approving the remuneration of our executive officers;

(ii) determining the compensation of our independent directors;

and (iii) making recommendations to the board regarding equity-based

and incentive compensation plans, policies and programs.

and Corporate Governance Committee

Cox, James M.

Grisham, and Larry Goldman, each of whom satisfies the “independence” requirements of NYSE American’s

rules, serve on our nominating and corporate governance committee, with Mr.

Cox serving as the chair.

The nominating and corporate governance

committee assists the board of directors in selecting individuals qualified to become our directors and in determining the composition

of the board and its committees.

nominating and corporate governance committee is responsible for, among other things:

(i) recommending the number of directors to comprise

(ii) identifying and evaluating individuals qualified to become members of the board and soliciting recommendations for director

nominees from our Chief Executive Officer and Board Chair;

(iii) recommending to the board the director nominees for each annual stockholders’

(iv) recommending to the board the candidates for filling vacancies that may occur between annual stockholders’ meetings;

(v) reviewing independent director compensation and board processes, self-evaluations and policies;

(vi) overseeing compliance with our

code of ethics;

and (vii) monitoring developments in the law and practice of corporate governance.

nominating and corporate governance committee’s methods for identifying candidates for election to our board of directors (other

than those proposed by our stockholders, as discussed below) will include the solicitation of ideas for possible candidates from a number

of sources - members of our board of directors, our executives, individuals personally known to the members of our board of directors,

and other research.

The nominating and corporate governance committee may also, from time-to-time, retain one or more third-party search

firms to identify suitable candidates.

making director recommendations, the nominating and corporate governance committee may consider some or all of the following factors:

(i) the candidate’s judgment, skill, experience with other organizations of comparable purpose, complexity and size, and subject

to similar legal restrictions and oversight;

(ii) the interplay of the candidate’s experience with the experience of other board

(iii) the extent to which the candidate would be a desirable addition to the board and any committee thereof;

(iv) whether or

not the person has any relationships that might impair his or her independence;

and (v) the candidate’s ability to contribute to

the effective management of our company, taking into account the needs of our company and such factors as the individual’s experience,

perspective, skills and knowledge of the industry in which we operate.

stockholder may nominate one or more persons for election as a director at an annual meeting of stockholders if the stockholder complies

with the notice and information provisions contained in our bylaws.

Such notice must be in writing to our company not less than 120 days

and not more than 150 days prior to the anniversary date of the preceding year’s annual meeting of stockholders or as otherwise

required by the requirements of the Exchange Act.

In addition, stockholders furnishing such notice must be a holder of record on both

(i) the date of delivering such notice and (ii) the record date for the determination of stockholders entitled to vote at such

have adopted a code of ethics that applies to all of our directors, officers and employees, including our principal executive officer,

principal financial officer and principal accounting officer.

Such code of ethics addresses, among other things, honesty and ethical

conduct, conflicts of interest, compliance with laws, regulations and policies, including disclosure requirements under the federal securities

laws, and reporting of violations of the code.

are required to disclose any amendment to, or waiver from, a provision of our code of ethics applicable to our principal executive officer,

principal financial officer, principal accounting officer, controller, or persons performing similar functions.

We intend to use our

website as a method of disseminating this disclosure, as permitted by applicable SEC rules.

Any such disclosure will be posted to our

website within four (4) business days following the date of any such amendment to, or waiver from, a provision of our code of ethics.

Trading Policy

have adopted an insider trading policy which prohibits our directors, officers and employees from engaging in transactions in our common

stock while in the possession of material non-public information;

engaging in transactions in the stock of other companies while in possession

of material non-public information that they become aware of in performing their duties;

and disclosing material non-public information

to unauthorized persons outside our company.

insider trading policy restricts trading by directors, officers and certain key employees during blackout periods, which generally begin

15 calendar days before the end of each fiscal quarter and end two business days after the issuance of our earnings release for the quarter.

Additional blackout periods may be imposed with or without notice, as the circumstances require.

insider trading policy also prohibits our directors, officers and employees from purchasing financial instruments (such as prepaid variable

forward contracts, equity swaps, collars and exchange funds) designed to hedge or offset any decrease in the market value of our common

stock they hold, directly or indirectly.

In addition, directors, officers and employees are expressly prohibited from pledging our common

stock to secure personal loans or other obligations, including by holding their common stock in a margin account, unless such arrangement

is specifically approved in advance by the administrator of our insider trading policy, or making short-sale transactions in our common

16(a) Beneficial Ownership Reporting Compliance

Section 16(a)

of the Exchange Act requires our directors and executive officers, and persons who own more than 10% of a registered class of our equity

securities, to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities

of the company.

Officers, directors and greater than 10% stockholders are required by SEC regulations to furnish us with copies of all

Section 16(a) forms they file.

We believe, based solely on a review of the copies of such reports furnished to us and representations

of these persons, that all reports were timely filed for the year ended June 30, 2024.

The information required by this Item will be

included in our definitive proxy statement to be filed with the SEC within 120 days after June 30, 2025 in connection with the solicitation

of proxies for our 2025 annual meeting of stockholders, or the 2025 Proxy Statement, and is incorporated herein by reference.

EXECUTIVE COMPENSATION.

Compensation Table - Years Ended June 30, 2024 and 2023

following table sets forth information concerning all cash and non-cash compensation awarded to, earned by or paid to the named persons

for services rendered in all capacities during the noted periods.

No other executive officers received total annual salary and bonus

compensation in excess of $100,000.

Name and Principal Position

Option Awards

All Other Compensation

Clayton Adams,

Chief Executive Officer (3)

David Enholm,

Chief Financial Officer (4)

Chief Revenue Officer

former Chief Executive Officer (5)

Matthew Atkinson,

former Chief Executive Officer (6)

amount is equal to the aggregate grant-date fair value with respect to the awards, computed

in accordance with Financial Accounting Standards Board Accounting Standards Codification

compensation includes the compensation received for consulting services, as described below.

Adams has served as our Chief Executive Officer since June 7, 2024 and served as our President

from August 24, 2022 to July 13, 2023.

Enholm has served as our Chief Financial Officer since March 27, 2023.

Moore served as our Chief Executive Officer from February 5, 2024 to June 7, 2024.

Atkinson served as our Chief Executive Officer from August 24, 2022 to February 5, 2024,

and as our President from July 13, 2023 to February 5, 2024.

Consulting and Separation Agreements

October 17, 2022, we entered into a consulting agreement with Birddog Capital, LLC, or Birddog, a limited liability company owned by

Clayton Adams, pursuant to which we engaged Birddog to provide management services to our company.

Pursuant to the consulting agreement,

we agreed to pay Birddog a monthly fee of $6,000 commencing on October 17, 2022.

We also agreed to reimburse Birddog for all pre-approved

business expenses.

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

On April 1, 2024, we entered into a new consulting agreement

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

In addition, we agreed to pay Birddog $175,000 upon completion of our 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.

Birddog subsequently forfeited its right to receive

the payment upon completion of our initial public offering and the restricted stock units.

March 27, 2023, we entered into an employment agreement with David Enholm, our Chief Financial Officer, setting forth the terms of Mr.

Pursuant to the terms of the employment agreement, as amended, we agreed to pay Mr.

Enholm an annual base salary of

$185,000 and he is eligible for an annual incentive bonus of up to $55,000, as determined by our board of directors and subject to certain

criteria set forth in the employment agreement.

Enholm will also receive 325,000 shares of class B common stock options, with vesting

10% of the total options granted becoming vested on June 25, 2023, (ii) another 10% of the total options granted vesting

on September 23, 2023, and (iii) the remaining amount of the total unvested options vesting in equal amounts monthly over 36 months.

The term of the employment agreement is indefinite and may be terminated by us at any time upon fourteen (14) days’ notice or by

Enholm upon thirty (30) days’ written notice.

We may also terminate the employment agreement immediately for just cause (as

defined in the employment agreement).

If we terminate the employment agreement without cause, then Mr.

Enholm is entitled to severance

in an amount equal to the base salary for three (3) months, payable in a lump sum on the termination date, and all previously earned,

accrued, and unpaid benefits.

The employment agreement contains customary confidentiality and invention assignment provisions and restrictive

covenants prohibiting Mr.

Enholm from (i) directly or indirectly, as employee, owner, sole proprietor, partner, director, member,

consultant, agent, founder, co-venturer or otherwise, solely or jointly with others, engaging in, or giving advice or lending money to,

any business that completes with our company or (ii) soliciting our employees, in each case for a period of twelve (12) months following

termination of his employment.

November 1, 2022, we entered into an employment agreement with Gary Hollst, our Chief Revenue Officer, setting forth the terms of Mr.

Pursuant to the terms of the employment agreement, as amended, we agreed to pay Mr.

Hollst an annual base salary of

$120,000 and he is eligible to be considered for an annual incentive bonus, as determined by our board of directors and subject to certain

criteria set forth in the employment agreement.

The term of the employment agreement is indefinite and may be terminated by us at any

time upon fourteen (14) days’ notice or by Mr.

Hollst upon fourteen (14) days’ written notice.

We may also terminate the

employment agreement immediately for just cause (as defined in the employment agreement).

The employment agreement contains customary

confidentiality and invention assignment provisions and restrictive covenants prohibiting Mr.

Hollst from (i) working as an employee,

consultant, contractor or in any other capacity, for a business that competes with our company for a period of two (2) years, and from

(ii) soliciting our employees, for period of twelve (12) months, in each case following termination of his employment.

February 5, 2024, we entered into an employment agreement with Douglas T.

Moore, our former Chief Executive Officer, setting forth the

Moore’s employment.

Pursuant to the terms of the employment agreement, we agreed to pay Mr.

Moore an annual

base salary of $250,000 and he was eligible for an annual incentive bonus of up to $125,000, as determined by our board of directors.

On June 10, 2024, we entered into a separation agreement and release of claims with Mr.

Moore providing for the separation of his employment

with our company effective as of June 7, 2024.

Under the separation agreement and release of claims, we agreed to pay Mr.

Moore a severance

payment in the amount of $80,000, payable in $10,000 installments every two weeks consistent with our existing payroll practices, and

agreed to pay all previously earned, accrued, and unpaid benefits from our company and its employee benefit plans.

We also agreed to

issue 20,000 shares of class B common stock to Mr.

Moore on January 2, 2025.

July 18, 2023, we entered into an employment agreement with Matthew Atkinson, our former Chief Executive Officer, setting forth the terms

Atkinson’s employment.

Pursuant to the terms of the employment agreement, we agreed to pay Mr.

Atkinson an annual

base salary of $200,000 and he is eligible for an annual incentive bonus of up to $200,000, as determined by our board of directors.

The term of the employment agreement is indefinite and may be terminated by us at any time or by Mr.

Atkinson upon 14 days’ written

Atkinson’s employment is terminated by us without just cause (as defined in the employment agreement), then, subject

Atkinson’s execution of a release in favor of our company and his compliance with all obligations set forth in the employment

agreement, he will be entitled to severance equal to his base salary for a period equal to six (6) months following the date of termination.

The employment agreement contains customary confidentiality and invention assignment provisions and restrictive covenants prohibiting

Atkinson from (i) providing services in any capacity (as an employee, consultant, independent contractor, partner, principal,

agent or advisor), or having any financial interest in, any business that competes with our company for a period of one (1) year following

termination of his employment or (ii) soliciting any person employed or engaged by our company and its affiliates, or any customers,

clients or other business relationships of our company and its affiliates, for a period of twelve (12) months following the termination

of his employment.

Prior to entering into the employment agreement, Mr.

Atkinson provided full-time consulting and management services

through Elev8 Marketing, LLC, or Elev8.

On February 5, 2024, pursuant to Mr.

Atkinson’s resignation, we terminated Mr.

employment agreement and previous consulting agreement with Elev8.

October 17, 2022, we entered into a consulting agreement with Elev8, a business consulting company owned by Matthew Atkinson, pursuant

to which we engaged Elev8 to provide management services to our company.

Pursuant to the consulting agreement, we agreed to pay Elev8

a monthly fee of $6,000 commencing on October 17, 2022.

We also agreed to reimburse Elev8 for all pre-approved business expenses.

have not maintained, and do not currently maintain, a defined benefit pension plan, nonqualified deferred compensation plan, defined

contribution plan, or other retirement plan.

Payments Upon Termination or Change in Control

described under “— Employment and Consulting Agreements ” above, Mr.

Enholm will be entitled to severance if his

employment is terminated without cause.

Equity Awards at Fiscal Year-End

following table includes certain information with respect to the value of all unexercised options and unvested shares of restricted stock

previously awarded to the executive officers named above at the fiscal year ended June 30, 2024.

Option Awards

Unexercisable

Clayton Adams

April 30, 2024, each of our independent directors, Brent Cox, Larry Goldman and James M.

Grisham, was granted a stock option for the

purchase of 150,000 shares of class B common stock at an exercise price of $4.00 per share under our 2022 Equity Incentive Plan.

options are subject to vesting, with 10% of the option vesting immediately upon its grant and the remaining 90% of the option vesting

in equal installments each month over the next twenty-four (24) months.

Except for these stock option grants, no member of our board

of directors received compensation for services as a director the fiscal year ended June 30, 2024.

Equity Incentive Plan

September 16, 2022, our board of directors adopted our 2022 Equity Incentive Plan, or the Plan, which was adopted by stockholders on

November 18, 2022, and our board of directors and our stockholders adopted an amendment to the Plan on January 3, 2024.

The following

is a summary of certain significant features of the Plan.

The information which follows is subject to, and qualified in its entirety

by reference to, the Plan document itself, which is filed as an exhibit to this report.

The purposes of the Plan are to advance our interests and the interests of our stockholders by providing an incentive

to attract, retain and reward persons performing services for us and by motivating such persons to contribute to our growth and profitability.

Awards that may be granted include:

(a) incentive stock options, (b) non-qualified stock options,

These awards offer our officers, employees, consultants and directors the possibility of future value, depending on the long-term price

appreciation of our common stock and the award holder’s continuing service with our company.

Administration

of the Plan :

The Plan is currently administered by our board of directors and will be administered by our compensation committee

upon its establishment.

Among other things, the administrator has the authority to select persons who will receive awards, determine

the types of awards and the number of shares to be covered by awards, and to establish the terms, conditions, performance criteria, restrictions

and other provisions of awards.

The administrator has authority to establish, amend and rescind rules and regulations relating to the

Persons eligible to receive awards under the Plan will be those employees, consultants, and directors of our

company and its subsidiaries who are selected by the administrator.

Available Under the Plan :

The maximum number of shares of our class B common stock that may be delivered to participants

under the Plan is 3,240,000, subject to adjustment for certain corporate changes affecting the shares, such as stock splits.

the number of shares of class B common stock available for issuance under the Plan will automatically increase on January 1 of each calendar

year during the term of the Plan by an amount equal to five percent (5%) of the total number of shares of class B common stock issued

and outstanding on December 31 of the immediately preceding calendar year.

Shares subject to an award under the Plan for which the award

is canceled, forfeited or expires again become available for grants under the Plan.

Shares subject to an award that is settled in cash

will not again be made available for grants under the Plan.

options give the option holder the right to acquire from us a designated number of shares at a purchase price that is fixed at the time

of the grant of the option.

Stock options granted may be tax-qualified stock options (so-called “incentive stock options”)

or non-qualified stock options.

Subject to the provisions of the Plan, the administrator has the authority to determine all grants of

stock options.

That determination will include:

(i) the number of shares subject to any option;

(ii) the exercise price per

(iii) the expiration date of the option;

(iv) the manner, time and date of permitted exercise;

(v) other restrictions,

if any, on the option or the shares underlying the option;

and (vi) any other terms and conditions as the administrator may determine.

The exercise price for stock options will be determined at the time of grant.

Normally, the exercise price will not be

less than the fair market value on the date of the grant.

As a matter of tax law, the exercise price for any incentive stock option awarded

may not be less than the fair market value of the shares on the date of grant.

However, incentive stock option grants to any person owning

more than 10% of our voting stock must have an exercise price of not less than 110% of the fair market value on the grant date.

An option may be exercised only in accordance with the terms and conditions for the option agreement as established

by the administrator at the time of the grant.

The option must be exercised by notice to us, accompanied by payment of the exercise price.

Payments may be made in cash or, at the option of the administrator, by actual or constructive delivery of shares of common stock to

the holder of the option based upon the fair market value of the shares on the date of exercise.

or Termination.

Options, if not previously exercised, will expire on the expiration date established by the administrator at

the time of grant.

In the case of incentive stock options, such term cannot exceed ten years provided that in the case of holders

of more than 10% of our voting stock, such term cannot exceed five years.

Options will terminate before their expiration date if

the holder’s service with our company or a subsidiary terminates before the expiration date.

The option may remain exercisable

for specified periods after certain terminations of employment, including terminations as a result of death, disability or retirement,

with the precise period during which the option may be exercised to be established by the administrator and reflected in the grant evidencing

and Non-Qualified Options.

An incentive stock option is an option that is intended to qualify under certain provisions

of the Internal Revenue Code of 1986, as amended, or the Code, for more favorable tax treatment than applies to non-qualified stock

Any option that does not qualify as an incentive stock option will be a non-qualified stock option.

Under the Code, certain

restrictions apply to incentive stock options.

For example, the exercise price for incentive stock options may not be less than the fair

market value of the shares on the grant date and the term of the option may not exceed ten years.

In addition, an incentive stock

option may not be transferred, other than by will or the laws of descent and distribution and is exercisable during the holder’s

lifetime only by the holder.

In addition, no incentive stock options may be granted to a holder that is first exercisable in a single

year if that option, together with all incentive stock options previously granted to the holder that also first become exercisable in

that year, relate to shares having an aggregate fair market value in excess of $100,000, measured at the grant date.

Appreciation Rights:

Stock appreciation rights, or SARs, which may be granted alone or in tandem with options, have

an economic value similar to that of options.

When an SAR for a particular number of shares is exercised, the holder receives a payment

equal to the difference between the market price of the shares on the date of exercise and the exercise price of the shares under the

Again, the exercise price for SARs normally is the market price of the shares on the date the SAR is granted.

Under the Plan, holders

of SARs may receive this payment - the appreciation value - either in cash or shares valued at the fair market value on the date of exercise.

The form of payment will be determined by us.

Restricted awards are shares awarded to participants at no cost.

Restricted awards can take the form of awards of

restricted stock, which represent issued and outstanding shares subject to vesting criteria, or restricted stock units, which represent

the right to receive shares subject to satisfaction of the vesting criteria.

Restricted stock awards are forfeitable and non-transferable

until the shares vest.

The vesting date or dates and other conditions for vesting are established when the shares are awarded.

awards will be subject to such conditions, restrictions and contingencies as the administrator shall determine at the date of grant.

Those may include requirements for continuous service and/or the achievement of specified performance goals.

A performance award is an award that may be in the form of cash or shares or a combination, based on the attainment

of pre-established performance goals and other conditions, restrictions and contingencies identified by the administrator.

Under the Plan, one or more performance criteria will be used by the administrator in establishing performance

Any one or more of the performance criteria may be used on an absolute or relative basis to measure the performance of our company,

as the administrator may deem appropriate, or as compared to the performance of a group of comparable companies, or published or special

index that the administrator deems appropriate.

In determining the actual size of an individual performance compensation award, the administrator

may reduce or eliminate the amount of the award through the use of negative discretion if, in its sole judgment, such reduction or elimination

is appropriate.

The administrator shall not have the discretion to (i) grant or provide payment in respect of performance compensation

awards if the performance goals have not been attained or (ii) increase a performance compensation award above the maximum amount

payable under the Plan.

Material Provisions:

Awards will be evidenced by a written agreement, in such form as may be approved by the administrator.

In the event of various changes to the capitalization of our company, such as stock splits, stock dividends and similar re-capitalizations,

an appropriate adjustment will be made by the administrator to the number of shares covered by outstanding awards or to the exercise

price of such awards.

The administrator is also permitted to include in the written agreement provisions that provide for certain changes

in the award in the event of a change of control of our company, including acceleration of vesting.

Except as otherwise determined by

the administrator at the date of grant, awards will not be transferable, other than by will or the laws of descent and distribution.

Prior to any award distribution, we are permitted to deduct or withhold amounts sufficient to satisfy any employee withholding tax requirements.

Our board also has the authority, at any time, to discontinue the granting of awards.

The board also has the authority to alter or amend

the Plan or any outstanding award or may terminate the Plan as to further grants, provided that no amendment will, without the approval

of our stockholders, to the extent that such approval is required by law or the rules of an applicable exchange, increase the number

of shares available under the Plan, change the persons eligible for awards under the Plan, extend the time within which awards may be

made, or amend the provisions of the Plan related to amendments.

No amendment that would adversely affect any outstanding award made

under the Plan can be made without the consent of the holder of such award.

The information required by this Item will be

included in the 2025 Proxy Statement and is incorporated herein by reference.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information

with respect to the beneficial ownership of our common stock as of September 19, 2024 for (i) each of our named executive officers and

(ii) all of our named executive officers and directors as a group;

and (iii) each other stockholder known by us to be the beneficial

owner of more than 5% of our outstanding common stock.

Unless otherwise indicated, the address of each beneficial owner listed in the

table below is c/o our company, 5920 S 118th Circle, Omaha, NE 68137.

Beneficial ownership is determined in accordance

with SEC rules and generally includes voting or investment power with respect to securities.

For purposes of this table, a person or group

of persons is deemed to have “beneficial ownership” of any shares that such person or any member of such group has the right

to acquire within sixty (60) days.

For purposes of computing the percentage of outstanding shares of our common stock held by each person

or group of persons named below, any shares that such person or persons has the right to acquire within sixty (60) days of September 19,

2024 are deemed to be outstanding for such person, but not deemed to be outstanding for the purpose of computing the percentage ownership

of any other person.

The inclusion herein of any shares listed as beneficially owned does not constitute an admission of beneficial ownership

by any person.

Name and Address of Beneficial Owner

Class A Common Stock

Percent of Class A Common Stock (1)

Class B Common Stock

Percent of Class B Common Stock (1)

Percent of Total Voting Power (2)

Clayton Adams, Chairman & Chief Executive Officer (3)

David Enholm, Chief Financial Officer (4)

Gary Hollst, Chief Revenue Officer (5)

Brent Cox, Director (6)

Larry Goldman, Director (7)

Grisham, Director (8)

All directors and executive officers as a group

(6 persons named above)

Matthew Atkinson (9)

Mohammad Ansari (10)

Lisa Roskens (11)

Chris Etherington (12)

Mark Olivier (13)

Benjamin Lee Adams (14)

on 270,000 shares of class A common stock and 7,965,919 shares of class B common stock issued

and outstanding as of September 19, 2024.

(2) Percentage

of total voting power represents voting power with respect to all shares of our class A common

stock and class B common stock, as a single class.

The holders of our class A common stock

are entitled to ten votes per share and holders of our class B common stock are entitled

to one vote per share.

of 481,000 shares of class B common stock and 2,000,000 shares of class A common stock which

Adams has the right to acquire within 60 days through the exercise of vested stock options.

The address of Mr.

Adams is 1904 S.

183rd Circle, Omaha, NE 68130.

of 166,111 shares of class B common stock which Mr.

Enholm has the right to acquire within

60 days through the exercise of vested stock options.

of 116,667 shares of class B common stock which Mr.

Hollst has the right to acquire within

60 days through the exercise of vested stock options.

of 880,000 shares of class B common stock and 48,750 shares of class B common stock which

Cox has the right to acquire within 60 days through the exercise of vested stock options.

of 48,750 shares of class B common stock which Mr.

Goldman has the right to acquire within

60 days through the exercise of vested stock options.

of 100,000 shares of class B common stock held directly, 100,000 shares of class B common

stock held by Shawnee Communications Inc., 100,000 shares of class B common stock held by

Coyle Legacy Trust and 48,750 shares of class B common stock which Mr.

the right to acquire within 60 days through the exercise of vested stock options.

is the Chief Executive Officer of Shawnee Communications Inc.

and the Trustee of the James

Coyle Legacy Trust and has voting and investment power over the shares held by them.

Grisham disclaims beneficial ownership of such shares except to the extent of his pecuniary

interest, if any, in such shares.

address of Mr.

Atkinson is 255 Calamus Circle, Medina MN, 55340.

(10) Consists

of 1,250,000 shares of class B common stock held by Bethor Limited and 211,207 shares of

class B common stock held by Basestones, Inc.

Mohammad Ansari is the Director and President

of Bethor Limited and the President of Basestones, Inc.

and has voting and investment power

over the shares held by them.

Ansari disclaims beneficial ownership of such shares except

to the extent of his pecuniary interest, if any in such shares.

The address of Bethor Limited

is Nerine Chamber, P.O.

Box 905, Road Town, Tortola, British Virgin Islands and the address

of Basestones, Inc.

is 1901 Avenue of the Stars, Los Angeles, CA 90067.

(11) Consists

of 14,368 shares of class B common stock held directly and 777,778 shares of class B common

stock held by Burlington Capital, LLC.

Lisa Roskens is the Chairman and Chief Executive Officer

of Burlington Capital, LLC and has voting and investment power over the shares held by it.

Roskens disclaims beneficial ownership of such shares except to the extent of her pecuniary

interest, if any, in such shares.

The address of Burlington Capital, LLC is 1004 Farnam Street,

Suite 400, Omaha NE 68102.

(12) Consists

of 67,977 shares of class B common stock held directly and 581,902 shares of class B Common

stock held by Oleta Investments, LLC.

Chris Etherington is the Managing Director of Oleta

Investments, LLC, and has sole voting and investment power over the shares held by it.

Etherington disclaims beneficial ownership of such shares except to the extent of his pecuniary

interest, if any, in such shares.

The address of Oleta Investments, LLC is 318 North Carson

Street, Carson City, NV 89701.

address of Mr.

Olivier is 10882 Coronel Road, Santa Ana, CA 92705.

address of Mr.

Adams is 724 West 3rd, Maryville, MO 64468.

address of Mr.

Webb is 1900 Forest Ave., Red Oak, IA 50166.

noted elsewhere in this report, if Mr.

Adams exercises his stock options to purchase 2,000,000 shares of class A common stock, then Mr.

Adams will own more than 50% of our total voting power.

Except for the foregoing, we do not currently have any arrangements which if

consummated may result in a change of control of our company.

Authorized for Issuance Under Equity Compensation Plans

following table sets forth certain information about the securities authorized for issuance under our incentive plans as of June 30,

Plan Category

Number of securities to be issued upon exercise of outstanding options, warrants and rights

Weighted-average exercise price of outstanding options, warrants and rights

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

The information required by this Item will be

included in the 2025 Proxy Statement and is incorporated herein by reference.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

with Related Persons

following includes a summary of transactions since the beginning of our 2023 fiscal year, or any currently proposed transaction, in which

we were or are to be a participant and the amount involved exceeded or exceeds the lesser of $120,000 or one percent of the average of

our total assets at year-end for the last two completed fiscal years, and in which any related person had or will have a direct

or indirect material interest (other than compensation described under Item 11 “ Executive Compensation ” above).

believe the terms obtained or consideration that we paid or received, as applicable, in connection with the transactions described below

were comparable to terms available or the amounts that would be paid or received, as applicable, in arm’s-length transactions.

see the descriptions of the related party loans from Burlington, Matthew Atkinson and Clayton Adams under Item 7 “ Management’s

Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources .”

July 27, 2023, we agreed to purchase approximately $105,607 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 our predecessor

had with an inventory vendor that was not included in the liabilities assumed from our predecessor per the terms of the acquisition purchase

The 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 June 30, 2024, we have not purchased any of the inventory and as such, have accrued interest of $2,471.

board of directors has determined that Brent Cox, Larry Goldman and James M.

Grisham are independent within the meaning of the rules

of NYSE American.

The information required by this Item will be

included in the 2025 Proxy Statement and is incorporated herein by reference.

PRINCIPAL ACCOUNTING FEES AND SERVICES.

Auditors’ Fees

following is a summary of the fees billed to us for professional services rendered for the fiscal years ended June 30, 2024 and 2023:

Years Ended June 30,

Audit-Related Fees

All Other Fees

Fees” consisted of fees billed for professional services rendered by the principal accountant for the audit of our annual financial

statements and review of the financial statements included in our registration statement or services that are normally provided by the

accountant in connection with statutory and regulatory filings or engagements.

“Audit-Related

Fees” consisted of fees billed for assurance and related services by the principal accountant that were reasonably related to the

performance of the audit or review of our financial statements and are not reported under the paragraph captioned “Audit Fees”

Fees” consisted of fees billed for professional services rendered by the principal accountant for tax returns preparation.

Other Fees” consisted of fees billed for products and services provided by the principal accountant, other than the services reported

above under other captions of this Item 14.

Policies and Procedures

the Sarbanes-Oxley Act, all audit and non-audit services performed by our auditors must be approved in advance by our board of directors

to assure that such services do not impair the auditors’ independence from us.

In accordance with its policies and procedures,

our board of directors pre-approved the audit service performed by TAAD LLP for our financial statements as of and for the year ended

June 30, 2024.

The information required by this Item will be

included in the 2025 Proxy Statement and is incorporated herein by reference.

EXHIBIT AND FINANCIAL STATEMENT SCHEDULES.

of Documents Filed as a Part of This Report:

to Financial Statements:

(a) List of Documents Filed as a Part of This Report:

(1) Index to Financial Statements:

Report of Independent Registered Public Accounting Firm (PCAOB ID 05854)

Balance Sheets as of June 30, 2024 and 2023

Statements of Operations for the Year Ended June 30, 2024, the Period from October 17, 2022 to June 30, 2023 (Successor) and the Period from July 1, 2022 to October 16, 2022 (Predecessor)

Statements of Stockholders’ Equity (Deficit) for the Year Ended June 30, 2024, the Period from October 17, 2022 to June 30, 2023 (Successor) and the Period from July 1, 2022 to October 16, 2022 (Predecessor)

Statement of Cash Flows for the Year Ended June 30, 2024, the Period from October 17, 2022 to June 30, 2023 (Successor) and the Period from June 30, 2022 to October 16, 2022 (Predecessor)

Notes to Financial Statements

to Financial Statement Schedules:

schedules have been omitted because the required information is included in the financial statements or the notes thereto, or because

it is not required.

exhibits listed under Part (b) below.

Consolidated Balance Sheets as of June 30, 2025 and 2024

Consolidated Statements of Operations for the Years Ended June 30, 2025 and 2024

Consolidated Statements of Stockholders’ Equity for the Years Ended June 30, 2025 and 2024

Consolidated Statements of Cash Flows for the Years Ended June 30, 2025 and 2024

Notes to Consolidated Financial Statements

(2) Index to Financial Statement Schedules:

All schedules have been omitted because

the required information is included in the consolidated financial statements or the notes thereto, or because it is not required.

(3) Index to Exhibits:

See exhibits listed under Part (b) below.

(b) Exhibits:

of Incorporation of CleanCore Solutions, Inc., as amended (incorporated by reference to Exhibit 3.1 to the Registration Statement

on Form S-1 filed on October 10, 2023)

of CleanCore Solutions, Inc.

Articles of Incorporation of CleanCore Solutions, Inc., as amended (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 filed on October 10, 2023)

Bylaws of CleanCore Solutions, Inc.

(incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 filed on October 10, 2023)

of Securities of CleanCore Solutions, Inc.

B Common Stock Purchase Warrant issued by CleanCore Solutions, Inc.

to Boustead Securities, LLC on April 30, 2024 (incorporated by

reference to Exhibit 4.1 to the Current Report on Form 8-K filed on May 1, 2024)

Distributorship Contract, Dated September 10, 2024, between CleanCore Solutions, Inc.

and Consensus B.V.

Development Proposal, dated August 20, 2024, between CleanCore Solutions, Inc.

and Business International Incorporation

Agreement, dated September 7, 2023, between Quail Systems, LLC and CleanCore Solutions, Inc.

(incorporated by reference to Exhibit

10.14 to the Registration Statement on Form S-1 filed on October 10, 2023)

to the Distribution Agreement, dated September 18, 2023, between Quail Systems, LLC and CleanCore Solutions, Inc.

(incorporated by

reference to Exhibit 10.15 to the Registration Statement on Form S-1 filed on October 10, 2023)

dated July 27, 2023, between Nebraska C.

Description of Securities of CleanCore Solutions, Inc.

Common Stock Purchase Warrant issued by CleanCore Solutions, Inc.

to Boustead Securities, LLC on June 9, 2025 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on June 11, 2025)

Common Stock Purchase Warrant issued by CleanCore Solutions, Inc.

to Boustead Securities, LLC on June 9, 2025 (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on June 11, 2025)

Form of Common Stock Purchase Warrant issued by CleanCore Solutions, Inc.

on April 16, 2025 (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on April 21, 2025)

Common Stock Purchase Warrant issued by CleanCore Solutions, Inc.

to Sanzonate Global Inc.

on April 15, 2025 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on April 21, 2025)

Common Stock Purchase Warrant issued by CleanCore Solutions, Inc.

to MARS Capital Technologies LLC on July 11, 2024

Common Stock Purchase Warrant issued by CleanCore Solutions, Inc.

to MARS Capital Technologies LLC on July 11, 2024

Common Stock Purchase Warrant issued by CleanCore Solutions, Inc.

to MARS Capital Technologies LLC on July 11, 2024

Common Stock Purchase Warrant issued by CleanCore Solutions, Inc.

to MARS Capital Technologies LLC on July 11, 2024

Common Stock Purchase Warrant issued by CleanCore Solutions, Inc.

to Boustead Securities, LLC on April 30, 2024 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on May 1, 2024)

Sales Agreement, dated as of June 20, 2025, between CleanCore Solutions, Inc.

and Curvature Securities LLC (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed on June 20, 2025)

Asset Purchase Agreement, dated February 21, 2025, among CleanCore Global Limited, Sanzonate Europe Inc.

and Sanzonate Global Inc.

(incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on February 26, 2025)

Amendment No.

1 to Asset Purchase Agreement, dated April 15, 2025, among CleanCore Global Limited, Sanzonate Europe Ltd.

and Sanzonate Global Inc.

(incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on April 21, 2025)

10% Subordinated Promissory Note issued by CleanCore Global Limited to Sanzonate Europe Ltd.

on April 15, 2025 (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on April 21, 2025)

Memorandum of Understanding, dated January 10, 2025, between CleanCore Solutions, Inc.

and Kellermeyer Bergensons Services, LLC

Product Development Proposal, dated August 20, 2024, between CleanCore Solutions, Inc.

and Business International Incorporation (incorporated by reference to Exhibit 10.2 to the Annual Report on Form 10-K filed on September 20, 2024)

Agreement, dated July 27, 2023, between Nebraska C.

Ozone, LLC and CleanCore Solutions, Inc.

(incorporated by reference to Exhibit 10.16 to

the Registration Statement on Form S-1 filed on October 10, 2023)

and Restated Promissory Note issued by CleanCore Solutions, Inc.

to Burlington Capital, LLC on May 31, 2024 (incorporated by reference

to Exhibit 10.4 to the Current Report on Form 8-K filed on June 6, 2024)

Note issued by CleanCore Solutions, Inc.

to Walker Water LLC on May 31, 2024 (incorporated by reference to Exhibit 10.5 to the Current

Report on Form 8-K filed on June 6, 2024)

Agreement, dated March 26, 2024, between CleanCore Solutions, Inc.

and Clayton Adams (incorporated by reference to Exhibit 10.14

to Amendment No.

(incorporated by reference to Exhibit 10.16 to the Registration Statement on Form S-1 filed on October 10, 2023)

Original Issue Discount Promissory Note issued by CleanCore Solutions, Inc.

to Larry Little on June 30, 2025

12% Unsecured Promissory Note issued by CleanCore Solutions, Inc.

Nelson on June 6, 2025

Form of 12% Unsecured Promissory Note issued by CleanCore Solutions, Inc.

on April 16, 2025 (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed on April 21, 2025)

Promissory Note issued by CleanCore Solutions, Inc.

to Garry Hollst on December 24, 2024 (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on December 31, 2024)

Amended and Restated Promissory Note issued by CleanCore Solutions, Inc.

to Garry Hollst on May 2, 2025 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on May 7, 2025)

20% Original Issue Discount Promissory Note issued by CleanCore Solutions, Inc.

to Clayton Adams on December 24, 2024 (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed on December 31, 2024)

Note Sale Assignment and Cancellation Agreement, dated January 27, 2025, among Clayton Adams, Travis Buchanan and CleanCore Solutions, Inc.

(incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on January 31, 2025)

20% Original Issue Discount Promissory Note issued by CleanCore Solutions, Inc.

to Clayton Adams on January 27, 2025 (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on January 31, 2025)

Note Amendment Agreement, dated May 2, 2025, between CleanCore Solutions, Inc.

and Clayton Adams (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed on May 7, 2025)

20% Original Issue Discount Promissory Note issued by CleanCore Solutions, Inc.

to Travis Buchanan on January 27, 2025 (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed on January 31, 2025)

Note Amendment Agreement, dated May 2, 2025, between CleanCore Solutions, Inc.

and Travis Buchanan (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed on May 7, 2025)

Promissory Note issued by CleanCore Solutions, Inc.

to Garry Rohwer on December 24, 2024 (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed on December 31, 2024)

Amended and Restated Promissory Note issued by CleanCore Solutions, Inc.

to Burlington Capital, LLC on May 31, 2024 (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed on June 6, 2024)

Loan Agreement, dated March 26, 2024, between CleanCore Solutions, Inc.

and Clayton Adams (incorporated by reference to Exhibit 10.14 to Amendment No.

6 to the Registration Statement on Form S-1/A filed on March 27, 2024)

Credit Note issued by CleanCore Solutions, Inc.

to Clayton Adams on March 26, 2024 (incorporated by reference to Exhibit 10.15 to

Amendment No.

Revolving Credit Note issued by CleanCore Solutions, Inc.

to Clayton Adams on March 26, 2024 (incorporated by reference to Exhibit 10.15 to Amendment No.

6 to the Registration Statement on Form S-1/A filed on March 27, 2024)

of 10% Original Issue Discount Convertible Promissory Note relating to the 2024 private placement (incorporated by reference to Exhibit

10.2 to Amendment No.

3 to the Registration Statement on Form S-1/A filed on February 23, 2024)

Property Lease, dated November 9, 2022, between RMR Mercury I-80, LLC and CleanCore Solutions, Inc.

(incorporated by reference to

Exhibit 10.13 to the Registration Statement on Form S-1 filed on October 10, 2023)

Property Lease Amendment, dated October 3, 2023, between RMR Mercury I-80, LLC and CleanCore Solutions, Inc.

(incorporated by reference

to Exhibit 10.13 to the Registration Statement on Form S-1 filed on October 10, 2023)

Property Lease Second Amendment, dated March 20, 2024, between RMR Mercury I-80, LLC and CleanCore Solutions, Inc.

(incorporated

by reference to Exhibit 10.18 to Amendment No.

Settlement and Release Agreement, dated June 6, 2025, among Matthew Atkinson, CleanCore Solutions, Inc., Clayton Adams and David Enholm (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on June 11, 2025)

Settlement Agreement, dated June 5, 2025, between Boustead Securities, LLC and CleanCore Solutions, Inc.

Business Property Lease, dated November 9, 2022, between RMR Mercury I-80, LLC and CleanCore Solutions, Inc.

(incorporated by reference to Exhibit 10.13 to the Registration Statement on Form S-1 filed on October 10, 2023)

Business Property Lease Amendment, dated October 3, 2023, between RMR Mercury I-80, LLC and CleanCore Solutions, Inc.

(incorporated by reference to Exhibit 10.13 to the Registration Statement on Form S-1 filed on October 10, 2023)

Business Property Lease Second Amendment, dated March 20, 2024, between RMR Mercury I-80, LLC and CleanCore Solutions, Inc.

(incorporated by reference to Exhibit 10.18 to Amendment No.

6 to the Registration Statement on Form S-1/A filed on March 27, 2024)

Agreement, dated February 5, 2024, between CleanCore Solutions, Inc.

and Douglas T.

Moore (incorporated by reference to Exhibit 10.19

to Amendment No.

3 to the Registration Statement on Form S-1/A filed on February 23, 2024)

Agreement and Release of Claims, dated June 10, 2024, between CleanCore Solutions, Inc.

and Douglas T.

Agreement, dated March 27, 2023, between CleanCore Solutions, Inc.

and David Enholm (incorporated by reference to Exhibit 10.18 to

the Registration Statement on Form S-1 filed on October 10, 2023)

Agreement, dated November 1, 2022, between CleanCore Solutions, Inc.

and Gary Hollst (incorporated by reference to Exhibit 10.19

to the Registration Statement on Form S-1 filed on October 10, 2023)

Agreement, dated October 17, 2023, between CleanCore Solutions, Inc.

and Elev8 Marketing, LLC (incorporated by reference to Exhibit

10.20 to the Registration Statement on Form S-1 filed on October 10, 2023)

Agreement, dated October 17, 2023, between CleanCore Solutions, Inc.

and Birddog Capital, LLC (incorporated by reference to Exhibit

10.21 to the Registration Statement on Form S-1 filed on October 10, 2023)

Agreement, dated April 1, 2024, between CleanCore Solutions, Inc.

and Birddog Capital, LLC

CleanCore Solutions, Inc.

Stock Option Agreement, dated September 16, 2022, between CleanCore Solutions, Inc.

and Clayton Adams (incorporated by reference to Exhibit 10.23 to the Registration Statement on Form S-1 filed on October 10, 2023)

Consulting Agreement, dated April 1, 2024, between CleanCore Solutions, Inc.

and Birddog Capital, LLC (incorporated by reference to Exhibit 10.20 to the Annual Report on Form 10-K filed on September 20, 2024)

Amendment No.

1 to Consulting Agreement, dated June 11, 2025, between CleanCore Solutions, Inc.

and Birddog Capital, LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on June 17, 2025)

Employment Agreement, dated March 27, 2023, between CleanCore Solutions, Inc.

and David Enholm (incorporated by reference to Exhibit 10.18 to the Registration Statement on Form S-1 filed on October 10, 2023)

Amendment No.

1 to Executive Employment Agreement, dated May 1, 2025, between CleanCore Solutions, Inc.

and David Enholm (incorporated by reference to Exhibit 10.8 to the Current Report on Form 8-K filed on May 7, 2025)

Employment Agreement, dated January 1, 2025, between CleanCore Solutions, Inc.

and Travis Buchanan (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on January 7, 2025)

Employment Agreement, dated January 1, 2025, between CleanCore Solutions, Inc.

and Gary Hollst (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on January 7, 2025)

Form of Independent Director Agreement between CleanCore Solutions, Inc.

3 unchanged sentences

CleanCore Solutions, Inc.

2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.26 to the Registration Statement on Form S-1 filed on October 10, 2023)

CleanCore Solutions, Inc.

2022 Equity Incentive Plan (incorporated by reference to Exhibit 99.1 to the Registration Statement on Form S-8 filed on July 23, 2025)

Amendment No.

1 to the 2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.28 to Amendment No.

1 to CleanCore Solutions, Inc.

2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.28 to Amendment No.

2 to the Registration Statement on Form S-1/A filed on January 9, 2024)

Amendment No.

2 to CleanCore Solutions, Inc.

2022 Equity Incentive Plan (incorporated by reference to Exhibit 99.3 to the Registration Statement on Form S-8 filed on July 23, 2025)

Form of Stock Option Agreement (incorporated by reference to Exhibit 10.27 to the Registration Statement on Form S-1 filed on October 10, 2023)

1 unchanged sentence

Form of Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.29 to the Registration Statement on Form S-1 filed on October 10, 2023)

of Business Conduct and Ethics

Trading Policy

Code of Business Conduct and Ethics (incorporated by reference to Exhibit 14.1 to the Annual Report on Form 10-K filed on September 20, 2024)

Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Annual Report on Form 10-K filed on September 20, 2024)

List of Subsidiaries

Consent of TAAD, LLP

Certifications of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

2 unchanged sentences

Certifications of Principal Financial and Accounting Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

compensation plan or arrangement

Clawback Policy (incorporated by reference to Exhibit 97.1 to the Annual Report on Form 10-K filed on September 20, 2024)

Inline XBRL Document Set for the consolidated financial statements and accompanying notes included in this Annual Report on Form 10-K

Inline XBRL for the cover page of this Annual Report on Form 10-K, included in the Exhibit 101 Inline XBRL Document Set

* Filed herewith

** Furnished herewith

† Executive compensation plan or arrangement

FORM 10-K SUMMARY.

FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB ID 05854 ) F-2

Balance Sheets as of June 30, 2024 and 2023 F-3

Statements of Operations for the Year Ended June 30, 2024, the Period from October 17, 2022 to June 30, 2023 (Successor) and the Period from July 1, 2022 to October 16, 2022 (Predecessor) F-4

Statement of Cash Flows for the Year Ended June 30, 2024, the Period from October 17, 2022 to June 30, 2023 (Successor) and the Period from July 1, 2022 to October 16, 2022 (Predecessor) F-6

Notes to Financial Statements F-7

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Consolidated Balance Sheets as of June 30, 2025 and 2024 F-3

Consolidated Statements of Operations for the Years Ended June 30, 2025 and 2024 F-4

Consolidated Statements of Stockholders’ Equity for the Years Ended June 30, 2025 and 2024 F-5

Consolidated Statements of Cash Flows for the Years Ended June 30, 2025 and 2024 F-6

Notes to Consolidated Financial Statements F-7

REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of CleanCore

Solutions, Inc.

Opinion on the Financial Statements

We have audited the accompanying

Stockholders of CleanCore Solutions, Inc.

and its Subsidiary

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated

balance sheets of CleanCore Solutions, Inc.

(the Company) as of June 30, 2024 and 2023, and the related statements of operations, stockholders’

equity, and cash flows for each of the two years in the period ended June 30, 2024, and the related notes (collectively referred to as

the financial statements).

In our opinion, the financial statements present fairly, in all material respects, the financial position of

the Company as of June 30, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period

ended June 30, 2024 in conformity with accounting principles generally accepted in the United States of America.

and its Subsidiary(“the Company”) as of June 30, 2025 and 2024, and the related

consolidated statements of operations, comprehensive loss, stockholders’ equity, and cash flows for the two-year periods ended June

30, 2025 and 2024, and the related notes (collectively referred to as the consolidated financial statements).

In our opinion, the consolidated

financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2025 and 2024, and

the results of its operations and its cash flows for the two-year periods ended June 30, 2025 and 2024, in conformity with accounting

principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements

The accompanying consolidated financial statements

have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the financial statements, the

Company has an accumulated deficit and negative cash flows from operations.

As discussed in Note 1 to the consolidated financial statements,

the Company has an accumulated deficit and negative cash flows from operations.

These factors, among others, raise substantial doubt about

1 unchanged sentence

Management’s plans in regard to these matters are also described in

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the

These consolidated financial statements are the

responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements

based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB)

and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance

with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether

the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were

we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an

understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the

Company’s internal control over financial reporting.

Our responsibility is to express an opinion on the Company’s consolidated financial

statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United

States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and

the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated

financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we

engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding

of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s

internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures

to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that

respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as

evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

We have served as the Company’s auditor since 2022

Our audits included performing procedures to assess

the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures

that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the

consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by

management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide

a reasonable basis for our opinion.

/s/ TAAD, LLP

We have served as the Company’s auditor

Diamond Bar, CA

September 20, 2024

August 22, 2025

SOLUTIONS, INC.

BALANCE SHEETS

As of June 30,

15 unchanged sentences

Note payable – current

Note payable – related party

Due to related parties

5 unchanged sentences

Stockholders’ Equity

Series Seed Preferred Stock, $ 0 .001 par value, 4,000,000 shares authorized;

0 and 4,000,000 shares issued and outstanding as of June 30, 2024 and 2023, respectively

Class A Common Stock;

5 unchanged sentences

Additional paid-in capital

Other comprehensive income

Accumulated deficit

3 unchanged sentences

Total liabilities and stockholders’ equity

accompanying notes are an integral part of these financial statements.

The accompanying notes are an integral part of

these consolidated financial statements.

SOLUTIONS, INC.

OF OPERATIONS

(Predecessor)

STATEMENTS OF OPERATIONS

Years Ended June 30,

Cost of sales (exclusive of depreciation shown separately below)

6 unchanged sentences

( 1,946,734 )

Interest expense

Interest expense, net

Foreign exchange gain

$ ( 6,742,275 )

$ ( 2,281,742 )

Foreign currency translation adjustment

Total comprehensive loss

$ ( 6,721,016 )

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

( 2,281,742 )

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

accompanying notes are an integral part of these financial statements.

The accompanying notes are an integral part of

these consolidated financial statements.

SOLUTIONS, INC.

OF STOCKHOLDERS’ EQUITY (DEFICIT)

Preferred Stock

Stockholders’

Balance at July

( 8,224,933 )

STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

Other Comprehensive

Total Stockholders’

at July 1, 2024

$ ( 5,023,207 )

Imputed interest

loss for the period

at October 16, 2022

of class A common stock into class B common stock

( 4,390,000 )

of series seed preferred stock into class A common stock

( 4,000,000 )

Balance at October 17, 2022

Issuance of series seed preferred

Issuance of class A common

Issuance of class B common

Conversion of class A common

stock into class B common stock

Issuance of class B common

stock upon exercise of warrants

Warrants issued to consultants

Stock based compensation

– third party

Sock based compensation -

2022 Equity Incentive Plan

Issuance of class B common stock pursuant to initial public offering, net of issuance and deferred offering costs of $ 1,656,453

of class B common stock pursuant to convertible notes

of non-qualified stock options – 2022 Equity Incentive Plan

of class B common stock upon vesting of restricted stock units – 2022 Equity Incentive Plan

of restricted stock awards – 2022 Equity Incentive Plan

based compensation – 2022 Equity incentive plan

loss for the period

1 unchanged sentence

( 2,281,742 )

Balance at June 30, 2023

$ ( 5,023,207 )

Conversion of class A common

stock into class B common stock

( 4,390,000 )

Conversion of series seed

preferred stock into class A common stock

at June 30, 2024

$ ( 7,304,949 )

Stock based compensation

– 2022 Equity incentive plan

Issuance of class B common stock pursuant to initial public offering, net of issuance and deferred offering costs of $ 1,656,453

Issuance of common stock

pursuant to convertible notes

Issuance of Non-qualified

stock options

Issuance of restrictive stock

of class A common stock into class B common stock

of class A common stock upon exercise of options

of class B common stock upon vesting of restricted stock units – 2022 Equity Incentive Plan

of restricted stock awards – 2022 Equity Incentive Plan

of Class B common stock upon exercise of warrants

of Class B common stock pursuant to convertible notes

of Class B common stock upon settlement of debt

of class B common stock under separation agreement

of class B common stock under settlement agreement

based compensation – 2022 Equity incentive plan

of related party debt

Acquisition-related

translation adjustment

loss for the period

3 unchanged sentences

$ ( 14,047,224 )

accompanying notes are an integral part of these financial statements.

The accompanying notes are an integral part of

these consolidated financial statements.

SOLUTIONS, INC.

OF CASH FLOWS

(Predecessor)

STATEMENT OF CASH FLOWS

Years Ended June 30,

Cash flows from operating activities

1 unchanged sentence

$ ( 2,281,742 )

$ ( 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

Reversal of contingent liability

Modification of related party debt

Provision for bad debt and write-off on uncollectable accounts

Impairment of intangibles

Foreign exchange (gain)/loss

Changes in operating assets and liabilities:

Accounts receivable

Due from related parties, net

Prepaid expenses

Deferred revenue

Due to related parties

Accounts payable and accrued liabilities

1 unchanged sentence

( 2,337,659 )

( 1,547,880 )

Investing activities

1 unchanged sentence

Cash used in acquisition

( 2,000,000 )

Net cash used in investing activities

( 2,001,260 )

Financing activities

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 class B common stock pursuant to initial public offering, net of issuance costs

Proceeds from issuance of convertible notes

Payments from issuance of loans from related parties

Proceeds from related party loans

Proceeds from issuance of promissory notes and warrants

Proceeds from exercise of warrants

Proceeds from issuance of original issue discount notes

Payments for deferred offering costs

Repayments of long term debt

Payment on note payable

Payments on notes payable

Repayments of loans due to related parties

Net cash provided by (used in) financing activities

Net cash provided by financing activities

Effect of exchange rate changes on cash and cash equivalents

Net increase (decrease) in cash

2 unchanged sentences

Supplementary cash flow disclosure

Interest paid

Unpaid deferred offering costs

Cash paid for interest

Supplementary schedule of non-cash investing and financing activities

Shares issued for conversion from convertible note payable

accompanying notes are an integral part of these financial statements.

Unpaid deferred offering costs

Debt to equity conversion

Issuance of debt in connection with acquisition

Issuance of warrants in connection with acquisition

Fair value of assets acquired

The accompanying notes are an integral part of

these consolidated financial statements.

SOLUTIONS, INC.

TO THE FINANCIAL STATEMENTS

TO THE CONSOLIDATED FINANCIAL STATEMENTS

30, 2025 AND 2024

Organization and Business

Acquisition Corp.

was incorporated in the State of Nevada on August 23, 2022 for the sole purpose of acquiring substantially all of the

assets of CleanCore Solutions, LLC, TetraClean Systems, LLC, and Food Safety Technologies, LLC, pursuant to an asset purchase agreement

entered into by CC Acquisition Corp.

with these three entities and their owners on October 17, 2022.

On November 21, 2022, CC Acquisition

changed its name to CleanCore Solutions, Inc.

(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 (the “Predecessor”).

Company specializes in the development and 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.

Company offers products and solutions that are marketed for janitorial and sanitation, ice machine cleaning, laundry, and industrial

Its products are used in many types of environments including retail establishments, distribution centers, factories, warehouses,

restaurants, schools and universities, airports, healthcare, food service, and commercial buildings such as offices, malls, and stores.

headquarters, principal address and records of the Company are located at 5920 South 118th Circle, Suite 2, Omaha, Nebraska.

Public Offering

On April 30, 2024, the Company closed its initial public offering of 1,250,000 shares of 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 .

Company has incurred losses and negative cash flows from operations.

From acquisition through June 30, 2024, the Company has financed

its operations primarily through investor funding.

As of June 30, 2024, the Company had cash of $ 2,016,611 , a net loss of $ 2,281,742 ,

and cash used in operating activities of $ 1,547,880 .

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

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

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.

Company will be dependent upon the raising of additional capital through equity and/or debt financing in order to implement its business

plan and generate sufficient revenue in excess of costs.

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 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.

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.

CC Acquisition Corp.

was incorporated in the State

of Nevada on August 23, 2022 for the sole purpose of acquiring substantially all of the assets of CleanCore Solutions, LLC, TetraClean

Systems, LLC, and Food Safety Technologies, LLC, pursuant to an asset purchase agreement entered into by CC Acquisition Corp.

three entities and their owners on October 17, 2022.

On November 21, 2022, CC Acquisition Corp.

changed its name to CleanCore Solutions,

(“CleanCore US”).

Since CleanCore US 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 CleanCore US.

On January 29, 2025, CleanCore established CleanCore

Global Limited (“CleanCore Global,” and together with CleanCore US, the “Company”) as a wholly owned subsidiary

The Company specializes in the development and

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.

The Company offers products and solutions that

are marketed for janitorial and sanitation, ice machine cleaning, laundry, and industrial industries.

Its products are used in many types

of environments including retail establishments, distribution centers, factories, warehouses, restaurants, schools and universities, airports,

healthcare, food service, and commercial buildings such as offices, malls, and stores.

The headquarters, principal address and records

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

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

$ 5,000,000 , 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 October 17, 2022 (the date of the acquisition) through June 30, 2025, the Company has financed its operations

primarily through investor funding.

As of June 30, 2025, the Company had cash of $ 1,460,997 .

For the year ended June 30, 2025, the Company

had a net loss of $ 6,742,275 and cash used in operating activities of $ 2,337,659 .

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 consolidated 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 balance sheet date as of June 30, 2025.

The Company will be dependent upon the raising

of additional capital through equity and/or debt financing in order to implement its business plan and generate sufficient revenue in

excess of costs.

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 consolidated 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 consolidated 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 FINANCIAL STATEMENTS

TO THE CONSOLIDATED FINANCIAL STATEMENTS

30, 2025 AND 2024

Summary of Significant Accounting Policies

of Presentation and Consolidation

accompanying condensed financial statements 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

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

financial statements of the Company (Successor) are presented since the date of acquisition (October 17, 2022) through the period ended

June 30, 2023.

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 operation,

combined statement of members’ equity and combined statement of cash flows for the period July 1, 2022 through October 16, 2022.

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

In the opinion of predecessor management,

Basis of Presentation and Consolidation

The accompanying consolidated financial statements

have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.

and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and include the accounts of

the Company and its wholly owned subsidiary.

All intercompany balances and transactions have been eliminated.

In the opinion of management,

all adjustments considered necessary for a fair presentation have been included.

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, accrued contingent liabilities, and allowance for inventory obsolescence.

and Uncertainties

Company is subject to a number of risks similar to other early-stage companies including, but not limited to, profitability, the need

for additional financing to achieve its business strategy, ability to obtain regulatory approval, significant competition, and dependence

on key individuals.

and Cash Equivalents

consists of cash in readily available checking and money market accounts.

Use of Estimates

The preparation of the Company’s consolidated

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 consolidated 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,

accrued contingent liabilities, and allowance for inventory obsolescence.

Foreign Currency

The Company’s consolidated financial statements

are reported in U.S.

Dollars (“USD”), the CleanCore US’s functional currency.

The functional currency for the subsidiary

in Ireland, CleanCore Global, is the Euro (“EUR”).

The translation of EUR into USD is performed for balance sheet accounts

using the exchange rates in effect as of the balance sheet date and for revenues and expense accounts using an average exchange rate prevailing

during the respective period.

The gains or losses resulting from such translation are reported as currency translation adjustments under

other comprehensive income/loss, or under accumulated other comprehensive income/loss as a separate component of equity.

Monetary assets and liabilities of the Company

that are denominated in currencies other than EUR are translated into their respective functional currency at the rates of exchange prevailing

on the balance sheet date.

Transactions of the Company that are denominated in currencies other than EUR are translated into the respective

functional currencies at the average exchange rate prevailing during the period of the transaction.

The gains or losses resulting from

foreign currency transactions are included in the consolidated statements of operations.

Comprehensive Income (Loss)

Comprehensive income (loss) consists of two components,

net income (loss) and other comprehensive income (loss), net of tax.

Other comprehensive income (loss), net of tax, refers to revenue,

expenses, gains, and losses that under U.S.

GAAP are recorded as an element of stockholders’ equity but are excluded from net income

The Company’s other comprehensive income (loss), net of tax, consists of foreign currency translation adjustments that result

from consolidation of its foreign entity.

Risks and Uncertainties

The Company is subject to a number of risks similar

to other early-stage companies including, but not limited to, profitability, the need for additional financing to achieve its business

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

Cash and Cash Equivalents

Cash consists of cash in readily available checking

and money market accounts.

Cash is recorded at cost, which approximates fair value.

of June 30, 2024 and 2023, cash balances were deposited at a major financial institution.

Cash balances are subject to minimal credit

risk as the balances are with high credit quality financial institutions.

Concentration

of Credit Risk

instruments, which potentially subject the Company to significant concentration of credit risk, consist of cash.

The Company maintains

deposits in federally insured financial institutions in excess of respective insured limits.

The Company has not experienced any losses

in such accounts and management believes that the Company is not exposed to significant credit risk due to the financial position of

the depository institutions in which those deposits are held.

Company had one customer that accounted for of 14 % of its revenues for the year ended June 30, 2024 and two customers

that accounted for a total 66 % of revenue for the year ended June 30, 2023.

Collateral is not required for customer accounts receivable

The Company maintains an allowance for doubtful accounts as described in “Accounts Receivable” below.

had two customers that accounted for 28 % each of total accounts receivable at June 30, 2024, and two customers that accounted for 43 %

and 12 %, respectively, of total accounts receivable at June 30, 2023.

Company has one vendor each that it exclusively purchases a major component of its two main products.

As of June 30, 2025 and 2024, cash balances were deposited

at a major financial institution.

Cash balances are subject to minimal credit risk as the balances are with high credit quality financial

institutions.

SOLUTIONS, INC.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

30, 2025 AND 2024

Concentration of Credit Risk

Financial instruments, which potentially subject

the Company to significant concentration of credit risk, consist of cash.

The Company maintains deposits in federally insured financial

institutions in excess of respective insured limits.

The Company has not experienced any losses in such accounts and management believes

that the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those

deposits are held.

Major Customers

The Company had two customers that accounted for

42 % and 17 % of its revenues for the year ended June 30, 2025 and one customer that accounted for 14 % of its revenues for the year ended

June 30, 2024.

Collateral is not required for customer accounts receivable balances.

The Company maintains an allowance for doubtful accounts

as described in “Accounts Receivable” below.

The Company had one customer that accounted for 47 % of total accounts receivable

as of June 30, 2025 and two customers that accounted for 28 % each of total accounts receivable as of June 30, 2024.

Major Vendors

has a single vendor for each of its two main products from whom it exclusively purchases a major component.

The Company expects to maintain

this relationship with the vendor;

however, it does have a contingency plan in place to use other vendors if necessary, which would result

in minor production delays.

however, it does have a contingency plan in place to use

other vendors if necessary, which would result in minor production delays.

Accounts Receivable

Accounts receivable is comprised of trade receivables

from the Company’s customers.

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

The Company established

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

The Company recorded

an allowance for doubtful accounts of $ 122,009 and $ 2,535 as of June 30, 2025 and 2024, respectively.

Inventory consists of parts, work in progress

and finished goods.

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 June 30,

2025 and 2024, the Company maintained an allowance for slow-moving and inventory obsolescence of $ 37,420 and $ 14,791 , respectively.

The Company accounts for leases in accordance

with 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.

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 consolidated 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 the 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 consolidated

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.

an initial term of 12 months or less are not recorded on the consolidated balance sheet and the Company recognizes lease expense for these

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

SOLUTIONS, INC.

TO THE FINANCIAL STATEMENTS

TO THE CONSOLIDATED FINANCIAL STATEMENTS

30, 2025 AND 2024

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.

The 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 $ 2,535 and $ 4,419 as of June 30, 2024 and 2023, respectively.

consists of parts, work in progress and finished goods.

The Company values parts and finished goods at the lower of the actual costs

or net realizable value.

The Company values work in progress at cost.

The Company periodically reviews inventory for obsolete and potentially

impaired items.

As of June 30, 2024 and 2023, the Company had an allowance for inventory obsolescence of $ 14,791 and $ 14,940 , respectively.

Company accounts for leases in accordance with 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.

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.

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.

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

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

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 consolidated statements of operations.

Transaction costs associated

with business combinations are expensed as incurred and are included in general and administrative expenses in the consolidated statements

of operations.

Asset Acquisitions

of assets that do not meet the definition of a business are accounted for using the cost accumulation and allocation model.

The cost accumulation

and allocation model requires the Company to measure the assets acquired based on their cost, which is then allocated to the assets on

a relative fair value basis.

The cost of the assets includes direct acquisition-related costs such as fees paid to external advisors,

attorneys, and accountants.

When the cost of the acquired assets is greater than the fair value of the group, the excess cost is allocated

to the nonfinancial assets acquired.

Contingent consideration included in an asset acquisition is first assessed as to whether it qualifies

as a derivative instrument.

If it does, the Company would measure the contingent consideration at fair value with changes in fair value

reported in earnings.

If the contingent consideration is not a derivative instrument, the Company will recognize the contingent consideration

when it is probable and estimable and subsequent changes are recorded as adjustments to the carrying amount of the assets acquired.

the fair value of assets acquired, for purposes of allocating cost based on their relative fair values, requires management to use significant

judgment and estimates including the selection of valuation methodologies, estimates of future revenue and cash flows, discount rates,

2 unchanged sentences

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.

SOLUTIONS, INC.

TO THE FINANCIAL STATEMENTS

30, 2024 AND 2023

assets primarily consist of existing technology, customer relationships, and trademarks obtained as a result of the acquisition on October

Intangible assets with definite lives are amortized based on their pattern of economic benefit over their estimated useful

lives and reviewed periodically for impairment.

Intangible Assets

Intangible assets primarily consist of existing

technology, distribution agreements, licenses, and trademarks obtained as a result of the acquisitions on October 17, 2022 and April 15,

Intangible assets with definite lives are amortized based on their pattern of economic benefit over their estimated useful lives

and reviewed periodically for impairment.

The Company’s trademarks are deemed to have an indefinite life.

The estimated useful

life of the acquired technology is 15 years while the estimated useful life of the customer relationships is 5 years.

Company evaluates goodwill for impairment annually, as of June 30, or more frequently when indicators of impairment exist.

considers qualitative factors including 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 its carrying amount, including

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 value.

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.

The estimated useful life

of the acquired technology is 15 years while the estimated useful lives of the distribution agreements and licenses is 5 years.

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.

As a result of the analysis, the Company recognized an impairment loss of $ 261,250

in general and administrative expenses on its customer relationship intangible asset during the year ended June 30, 2025.

No other long-lived

assets were determined to be impaired for the years ended June 30, 2025 and 2024.

Subsequent evaluations will be performed annually on

June 30, per the Company’s policy.

SOLUTIONS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025 AND 2024

Impairment of Goodwill

The Company evaluates goodwill for impairment

annually, as of June 30, or more frequently when indicators of impairment exist.

The Company considers qualitative factors including 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 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

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 annual evaluation of

goodwill on June 30, 2025.

Based on the analysis, the Company did not recognize an impairment loss during the year ended June 30, 2025.

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

of Long-Lived Assets

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.

If the 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 June 30, 2024 and 2023.

Offering Costs

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 were deferred.

As the initial public offering closed on April 30, 2024, a total of $ 890,453 deferred

costs were charged against the gross proceeds of the offering for the year ended June 30, 2024.

These offering costs included 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.

related to filing and pursuing patent applications are expensed as incurred, as recoverability of such expenditures is uncertain.

costs are included in general and administrative expenses.

Company reports as expense the cost of advertising and promoting its services as incurred.

Such amounts totaled $ 116,007 for the year

ended June 30, 2024, and $ 4,621 and $ 14,944 for the period and year ended October 16, 2022 and June 30, 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 inputs.

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 or because their stated interest rates are indicative of market

interest rates.

Deferred Offering Costs

As of June 30, 2025, the Company incurred $ 124,062

of costs related to a sales agreement that the Company entered into on June 20, 2025, which allows the Company to issue additional shares

In accordance with ASC 340-10-S99-1 and SEC Accounting Bulletin Topic 5A, specific incremental costs incurred directly attributable

to a proposed offering of securities have been deferred, to be offset against gross proceeds of such offering.

These deferred offering

costs included fees paid to underwriters, attorney fees, accountants fees as well as printers and other third party expenses directly

related to the offering.

Costs such as management salaries or other general administrative expenses that are not incremental to the offering

are expensed as incurred.

As of June 30, 2025, the Company has not issued any additional shares.

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 totaled $ 92,598 and $ 116,007 for the year ended June 30, 2025 and 2024, respectively.

SOLUTIONS, INC.

TO THE FINANCIAL STATEMENTS

30, 2024 AND 2023

expense is recognized for all share-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.

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 share-based

compensation award.

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

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.

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

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.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025 AND 2024

Stock-based Compensation

Compensation expense is recognized for all share-based

payments to employees and non-employees, 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 share-based compensation award.

The Company accounts for

forfeitures of stock-based awards as they occur.

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 years ended June 30, 2024 and 2023, customer growth and volume-based incentives were minimal.

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 10 for warranty

Company accounts for income tax on the basis of the tax laws enacted at the balance sheet date in accordance with FASB ASC 740, Income

The income tax accounting guidance results in two components of income tax expense:

For the years ended June 30, 2025 and 2024, 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 10 for warranty reserve.

The Company accounts for income tax on the basis

of the tax laws enacted at the balance sheet date in accordance with ASC 740, Income Taxes .

The income tax accounting guidance

results in two components of income tax expense:

current and deferred.

Current income tax

expense reflects taxes to be paid or refunded for the current period by applying the provisions of the enacted tax law to the taxable

income or excess of deductions over revenues.

Current income tax expense reflects taxes to be paid or refunded

for the current period by applying the provisions of the enacted tax law to the taxable income or excess of deductions over revenues.

The Company determines deferred income taxes using the liability (or balance sheet) method.

Under this method, the net deferred tax asset or liability is based on the tax effects of the differences between the book and tax bases

of assets and liabilities, and enacted changes in tax rates and laws are recognized in the period in which they occur.

Deferred income

tax expense results from changes in deferred tax assets and liabilities between periods.

Deferred tax assets are reduced by a valuation

allowance if, based on the weight of evidence available, it is more-likely-than-not that some portion or all of a deferred tax asset

will not be realized.

positions are recognized if it is more-likely-than-not, based on technical merits, that the tax position will be realized or sustained

upon examination.

The term “more-likely-than-not” means a likelihood of more than 50 %;

the terms examined and upon examination

also include resolution of the related appeals or litigation processes, if any.

A tax position that meets the more-likely-than-not recognition

threshold is initially and subsequently measured as the largest amount of tax benefit that has a greater than 50 % likelihood of being

realized upon settlement with a taxing authority that has full knowledge of all relevant information.

The determination of whether or

not a tax position has met the more-likely-than-not recognition threshold considers the facts, circumstances and information available

at the reporting date and is subject to management’s judgment.

Under this method, the net deferred tax asset

or liability is based on the tax effects of the differences between the book and tax bases of assets and liabilities, and enacted changes

in tax rates and laws are recognized in the period in which they occur.

Deferred income tax expense results from changes in deferred tax

assets and liabilities between periods.

Deferred tax assets are reduced by a valuation allowance if, based on the weight of evidence available,

it is more-likely-than-not that some portion or all of a deferred tax asset will not be realized.

Tax positions are recognized if it is more-likely-than-not,

based on technical merits, that the tax position will be realized or sustained upon examination.

The term “more-likely-than-not”

means a likelihood of more than 50%.

The terms examined and upon examination also include resolution of the related appeals or litigation

processes, if any.

A tax position that meets the more-likely-than-not recognition threshold is initially and subsequently measured as

the largest amount of tax benefit that has a greater than 50 % likelihood of being realized upon settlement with a taxing authority that

has full knowledge of all relevant information.

The determination of whether or not a tax position has met the more-likely-than-not recognition

threshold considers the facts, circumstances and information available at the reporting date and is subject to management’s judgment.

SOLUTIONS, INC.

TO THE FINANCIAL STATEMENTS

30, 2024 AND 2023

Loss per Share of Common Stock

net loss per class A and class B common share is calculated by dividing the net loss distributed to class A and class B, respectively,

by the weighted-average number of common shares of each respective class outstanding during the period, without consideration for potentially

dilutive securities.

Diluted net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted-average

number of common shares and potentially dilutive securities outstanding for the period.

For purposes of the diluted net loss per share

calculation, stock options and warrants are considered to be potentially dilutive securities.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025 AND 2024

Net Loss per Share of Common Stock

Basic net loss per class A and class B common

share is calculated by dividing the net loss distributed to class A and class B, respectively, by the weighted-average number of common

shares of each respective class outstanding during the period, without consideration for potentially dilutive securities.

loss per share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common shares

and potentially dilutive securities outstanding for the period.

For purposes of the diluted net loss per share calculation, stock options,

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

As of June 30, 2025 and 2024, there were 1,729,477

3,382,500 and 2,816,263 , respectively, 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 years ended June 30, 2024 and 2023, diluted net loss

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

Accounting Pronouncements

December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09,

and 3,382,500 , respectively, 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 years ended June 30, 2025 and 2024, diluted net loss per common

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

Segment reporting

Operating segments are defined as components of

an entity where discrete financial information is evaluated regularly by the Chief Executive Officer as the chief operating decision maker

(“CODM”) in deciding how to allocate resources and in assessing performance.

The Company’s CODM reviews financial information

presented on a consolidated basis for the purposes of making operating decisions, fund raising, allocating resources and evaluating financial

Accordingly, the Company has determined that it operates in a single reporting segment.

Recent Accounting Pronouncements

Accounting Pronouncements Adopted

In November 2023, the Financial Accounting Standards

Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280):

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.

has adopted this pronouncement for the fiscal year beginning July 1, 2024, which did not result in a material impact on its consolidated

financial statements.

In June 2016, the FASB issued ASU 2016-13, Financial

Instruments — Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments .

ASU 2016-13 requires measurement

and recognition of expected credit losses for financial assets by requiring an allowance to be recorded as an offset to the amortized

cost of such assets.

The standard primarily impacts the amortized cost of the Company’s available-for-sale debt securities.

Company adopted this standard, which did not result in a material impact on its consolidated financial statements.

Accounting Pronouncements Pending Adoption

In December 2023, the FASB issued ASU 2023-09,

Income Taxes (Topic 740):

Improvements 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.

related to the income tax rate reconciliation and income taxes paid, and is effective for fiscal years beginning after December 15, 2024.

Early adoption is permitted for annual financial statements that have not yet been issued.

3 unchanged sentences

statements and disclosures.

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, with early adoption

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

In November 2024, the FASB issued ASU 2024-03,

Disaggregation of Income Statement Expenses , which requires public companies to disaggregate key expense categories such as inventory

purchases, employee compensation and depreciation in their financial statements.

Further, in January 2025, the FASB issued ASU 2025-01,

Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Clarifying the Effective

Date , which clarifies the effective date of ASU 2024-03.

The guidance is effective for all public entities with fiscal years beginning

after December 15, 2026, and interim periods within fiscal years beginning afterDecember15, 2027.

Early adoption is permitted.

is evaluating the impact that adoption of this provision may have on its consolidated financial statements.

SOLUTIONS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025 AND 2024

In December 2024, the FASB issued ASU 2024-03,

Debt—Debt with Conversion and Other Options (Subtopic 470- 20):

Induced Conversions of Convertible Debt Instruments .

amendments in this ASU are effective for annual reporting periods beginning after December 15, 2025 (and interim reporting periods within

those annual reporting periods).

Early adoption is permitted as of the beginning of a reporting period if the entity has also adopted

ASU 2020-06 for that period.

The Company is evaluating the impact that adoption of this provision may have on its consolidated financial

Disaggregated Revenue

following table disaggregates revenue by product category for the following periods ended:

(Predecessor)

Janitorial & Sanitation

Commercial and Residential Laundry

Sanitizing & Disinfecting Tablets

The following table disaggregates revenue by product

category for the following periods:

Years Ended June 30,

Janitorial and Sanitation

Total Revenue

“Other” category of revenue consists primarily of sales of parts, accessories, shipping and handling, and equipment rental

The “Other” category of revenue consists

primarily of sales of parts, accessories, shipping and handling, and equipment rental income.

Asset Acquisition

On April 15, 2025, the Company completed its acquisition

of specified assts of Sanzonate Europe Ltd.

(“Sanzonate”).

Sanzonate was a former customer of the Company that produces products

similar to the Company’s products.

The assets acquired included accounts receivable, inventory, and intangibles.

The intangibles

consisted of a license issued by the European Organization for Technical Assessment to sell ozone products in the European Union (“EOTA

license”), Sanzonate’s trade name, and distribution agreements.

The Company also retained one sales representative and one

administrative resource.

The Company entered into this transaction to expand its presence in the European Union.

The total cost of the assets consisted of the

Consideration

Total Asset Cost

Promissory note

Direct acquisition-related costs

The promissory note is a 10 % subordinated note

with a principal amount of $ 800,000 bearing interest at ten percent ( 10 %) per annum, payable quarterly, and is due and payable on April

The promissory note was issued at market and therefore, the carrying amount represents fair value.

The warrant is for the purchase

up to 425,000 shares of the Company’s class B common stock at an exercise price of $ 1.25 per share.

The Company obtained an external

valuation of the warrant noting a fair value of $ 181,475 .

In addition, the transaction includes contingent

consideration in the form of an earnout of up to $ 1,250,000 to the extent that Net Sales (as defined in the asset purchase agreement)

achieve certain milestones during the five-year period beginning on the closing date.

The Company determined that reaching such milestones

was not probable as of the acquisition date and therefore, the contingent consideration was not included in the total cost of the assets

If the Company determines that earnout payments will be made, the additional cost will be allocated to the non-financial assets

in the period the payments are determined to be probable.

Management concluded that the transaction does

not constitute a business combination and therefore will account for the transaction in accordance with ASC 805-50, Acquisition of

Assets Rather than a Business .

The total cost of the assets was allocated to

the acquired assets in accordance with ASC 805-50, Acquisition of Assets Rather than a Business , as follows:

SOLUTIONS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025 AND 2024

Allocated Cost

Accounts receivable

Distribution agreements

The accounts receivable were assessed for collectability

and recorded at fair value as of the closing date.

Similarly, inventory was reviewed for obsolescence and recorded at fair value as of

the closing date.

The EOTA license allows the Company to sell ozone

products in the European Union (“EU”).

The EOTA license will be amortized over an estimated useful life of five years .

Sanzonate’s trade name will continue to

be used, as necessary, when customers have preexisting relationship with Sanzonate.

The trade name will be amortized over an estimated

useful life of five years .

Sanzonate’s distribution agreements are

agreements with distributors in the EU that sell product to end users.

The Company intends to utilize the existing distributors, but also

expand on both distributors and non-distributor customers in the EU.

The distribution agreements will be amortized over an estimated useful

life of five years .

The Company engaged a third-party valuation firm

to determine the fair values of the intangible assets.

The intangible assets were valued using a discounted cash flow method.

and assumptions include projected cash flows and the discount rate used to calculate the present value of such cash flows.

all long-lived assets will be tested for impairment when events and circumstances indicate the assets might be impaired.

Accounts Receivable, Net

receivable, net consists of the following at:

Accounts receivable, net consists of the following

Trade accounts receivable

1 unchanged sentence

Total accounts receivable, net

SOLUTIONS, INC.

TO THE FINANCIAL STATEMENTS

30, 2024 AND 2023

Business Combinations

October 17, 2022, the Company acquired substantially all of the assets of the Predecessor and accounted for this transaction as a business

combination under ASC 805 as it falls under the definition.

The purpose of the transaction was to acquire and further develop and manufacture

patented cleaning products.

Total consideration for the acquisition consisted of a $ 2,000,000 payment made at closing and a $ 3,000,000

note payable, bearing interest at 7 % per annum, to the seller.

In addition, if the Company reaches certain metrics as defined in the

purchase agreement, in the 12-month period following the closing date, the Company shall make a one-time payment of $ 500,000 as an adjustment

to the purchase price.

However, due to forecasted net income being negative, the contingent consideration was valued at $ 0 .

following table summarizes the fair value of the consideration paid and the fair value of assets acquired and liabilities assumed on

October 17, 2022, the acquisition date.

Consideration

Total payments at closing

Note payable to seller at fair value

Contingent consideration at fair value

Fair value of total consideration

Recognized amounts of identifiable assets acquired and liabilities assumed

Accounts receivable

Prepaids assets

Existing technology

Customer relationships

Tradenames/trademarks

Accounts payable and current liabilities

Total identifiable net assets

acquired technology consisted of patented nanobubble technology that produces an aqueous ozone solution that requires no additives, filters,

or advanced chemicals.

The pure aqueous ozone product is a natural cleaner, sanitizer, and deodorizer produced through the infusion of

ozone into water using electricity.

The technology was valued using the multi-period excess earnings method.

Under this method, the fair

value of the asset reflects the present value of the projected stream of net cash flows that will be generated by the asset over the

projection period.

Key inputs and assumptions in determining the fair value include projected cash flows and the discount rate used to

calculate the present value of such cash flows.

The developed technology will be amortized over a useful life of 15 years.

Customer relationships

relate to contracts with distributors that were acquired while the trademarks refer to the predecessor’s trademarks that continue

The trademarks are deemed to have an indefinite life.

goodwill of $ 2,237,910 arising from the acquisition consists largely of the synergies, cost savings, and economies of scale expected

from combining the operations of the acquired assets and the Company and further developing its products.

The goodwill is deductible

over 15 years for tax purposes.

Company incurred $ 31,676 of acquisition-related costs which have been recorded within general and administrative expenses in the statement

of operations for the period ended June 30, 2023.

Fair Value Measurements

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).

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.

SOLUTIONS, INC.

TO THE FINANCIAL STATEMENTS

30, 2024 AND 2023

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:

Observable inputs such as quoted prices in active markets for

identical assets or liabilities.

Inputs, other than quoted prices in active markets, that are

observable for the asset or liability, either directly or indirectly.

Unobservable inputs in which there is little or no market data,

which requires the Company to develop its own assumptions.

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 combined

balance sheets of these financial assets are a reasonable estimate of fair value due to their short-term nature.

consists of the following at:

Prepaid Expenses and Other Current Assets

expenses and other current assets consists of the following at:

Prepaid inventory parts

Prepaid insurance

Prepaid certification and fees

Prepaid other

Total prepaid expenses and other current assets

Inventory consists of the following at:

Finished goods

1 unchanged sentence

Total inventory, net

Company values inventory at the balance sheet date using the weighted average method.

The Company recorded an inventory reserve of $ 14,790

and $ 14,940 for the years ended June 30, 2024 and 2023, respectively.

SOLUTIONS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025 AND 2024

The Company values inventory at the balance sheet

date using the weighted average method.

The Company recorded an inventory reserve of $ 37,420 and $ 14,790 as of June 30, 2025 and 2024,

respectively.

Property and Equipment, Net

and equipment, net, consist of the following at:

Furniture and fixtures

Property and equipment, net, consist of the following

Leasehold improvements

1 unchanged sentence

Total property and equipment, net

expense related to property and equipment was $ 1,063 and $ 63 for the years ended June 30, 2024 and 2023, respectively.

SOLUTIONS, INC.

TO THE FINANCIAL STATEMENTS

30, 2024 AND 2023

Depreciation expense related to property and equipment

was $ 10,414 and $ 1,063 for the years ended June 30, 2025 and 2024, respectively.

Intangible Assets

assets consist of the following at:

Intangible assets consist of the following at:

Customer relationships

Distribution agreements

accumulated amortization

Total intangible assets, net

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.

expense related to intangibles was $ 153,996 and $ 109,081 for the years ended June 30, 2024 and 2023, respectively.

The Company holds 15 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.

As a result of the Company’s annual impairment

evaluation, an impairment loss on customer relationships of $ 261,250 was recorded as of June 30, 2025.

Amortization expense related to intangibles was

$ 193,364 and $ 153,996 for the years ended June 30, 2025 and 2024, respectively.

Accounts Payable and Accrued Expenses

payable and accrued expenses consist of the following at:

Accounts payable and accrued expenses consist

of the following at:

Accounts payable

1 unchanged sentence

Accrued payroll and related expenses

Accrued pending litigation (Note 17)

Accrued pending litigation

Warranty reserve

Accrued severance

Accrued legal

Contract termination

Other accrued expenses

Total accounts payable and other accrued expenses

Promissory Note

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 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.

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.

On April 30, 2024, the Company and Burlington entered

into an extension agreement which extended the maturity date to May 9, 2024 .

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 in full.

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

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 June 30, 2024, the outstanding principal balance of this note is $ 1,885,493 and it has accrued interest of $ 13,673 .

On June 6, 2025, the Company entered into a settlement

and release agreement with its former Chief Executive Officer, which was effective June 21, 2025.

This settlement required the Company

to issue shares of class B common stock to an unrelated third party (Note 13) and released claims by each party, therefore the Company

released the $ 112,005 pending litigation accrual into miscellaneous income for the year ended June 30, 2025.

SOLUTIONS, INC.

TO THE FINANCIAL STATEMENTS

30, 2024 AND 2023

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 June 30, 2024, the outstanding principal balance of this note is $ 633,840

and it has accrued interest of $ 4,490 .

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025 AND 2024

Promissory Notes

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 accrued simple interest on the outstanding principal amount at the rate of 12 % per annum.

On May 2, 2024, the Company issued

an aggregate of 257,479 shares of class B common stock upon the conversion of these notes, which included principal of $ 225,000 and accrued

interest of $ 37,479 .

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.

On October 17, 2022, the Company issued a promissory

note in the principal amount of $ 3,000,000 to 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.

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.

On 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 “Burlington Assignment Agreement”), pursuant to

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

The Burlington 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 in full.

Also on May 31, 2024, the Company issued an amended and restated promissory note to Burlington (the “Burlington

The Burlington 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 Burlington Note may be

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

Although the Company

did not timely make certain payments as required under the Burlington Note, Burlington has agreed to waive any default caused by such

lack of payment and has not accelerated payment under the Burlington Note.

On June 30, 2025, the Company and Burlington entered into conversion

agreements pursuant to which the quarterly payments of $ 100,000 that were due on each of January 1, 2025, April 1, 2025 and July 1, 2025

were converted into an aggregate of 133,500 shares of the Company’s class B common stock.

As of June 30, 2025, the outstanding principal

balance of the Burlington Note is $ 1,760,314 and it has an accrued interest balance of $ 0 .

Pursuant to the Burlington Assignment Agreement,

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

The WW Note accrued 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 was

due on December 31, 2024 .

On December 24, 2024, the Company entered into

a note assignment and cancellation agreement (the “WW Assignment Agreement”) with WW, Gary Hollst, the Company’s Chief

Revenue Officer, and Gary Rohwer, a third party, pursuant to which WW assigned half of its right, title and interest in and to the WW

Note to Garry Hollst and the remaining half to Gary Rohwer.

Accordingly, the WW Note was cancelled and the Company issued a promissory

note in the principal amount of $ 316,920 to Gary Hollst and a promissory note in the principal amount of $ 316,920 and accrued interest

of $ 15,714 to Gary Rohwer (the “Rohwer Note”).

Please see Note 12 for a description of the promissory note issued to Gary

The Rohwer Note was due and payable on December

On December 30, 2024, the Company repaid the Rohwer Note in full.

On April 15, 2025, CleanCore Global issued a 10 %

subordinated promissory note in the principal amount of $ 800,000 to Sanzonate.

The note bears interest at a rate of 10 % per annum, payable

quarterly, and is due and payable on April 15, 2027 .

The note may be prepaid at any time without premium or penalty, is unsecured, and

contains customary events of default for a loan of this type.

As of June 30, 2025, the outstanding principal balance of this note is $ 800,000

and it has an accrued interest balance of $ 6,667 .

SOLUTIONS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025 AND 2024

On April 16, 2025, the Company entered into subscription

agreements with several accredited investors for the purchase of (i) 12 % unsecured promissory notes in the aggregate principal amount

of $ 1,010,000 and (ii) five-year warrants to purchase an aggregate of 134,666 shares of the Company’s class B common stock at an

exercise price of $ 1.06 per share for an aggregate purchase price of $ 1,010,000 .

The notes bear interest at a rate of 12 % per annum, payable

quarterly, and are due and payable on April 16, 2027 .

The notes may be prepaid at any time without premium or penalty, are unsecured,

and contain customary events of default for a loan of this type.

As of June 30, 2025, the outstanding principal balance of these notes

is $ 1,010,000 and they have an accrued interest balance of $ 10,100 .

On June 6, 2025, the Company entered into a subscription

agreement with an accredited investor for the purchase of (i) a 12 % unsecured promissory note in the principal amount of $ 500,000 and

(ii) a five-year warrant to purchase 66,667 shares of the Company’s class B common stock at an exercise price of $ 1.06 per share

for a purchase price of $ 500,000 .

The note bears interest at a rate of 12 % per annum, payable quarterly, and is due and payable on June

The note may be prepaid at any time without premium or penalty, is unsecured, and contains customary events of default for a

loan of this type.

As of June 30, 2025, the outstanding principal balance of this note is $ 500,000 and it has an accrued interest balance

On June 30, 2025, the Company issued to an accredited

investor (i) an original issue discount promissory note in the principal amount of $ 520,000 and (ii) a five-year warrant to purchase 25,000

shares of the Company’s class B common stock at an exercise price of $ 2.00 per share for a purchase price of $ 500,000 .

is due and payable on October 10, 2025 and accrues interest at a rate of 15 % per annum.

The note may be prepaid at any time without premium

or penalty, is unsecured, and contains customary events of default for a loan of this type.

Upon an event of default, the Company is required

to issue 200,000 shares of its class B common stock to the holder.

As of June 30, 2025, the outstanding principal balance of this note

is $ 520,000 and it has a discount balance of $ 20,000 and an accrued interest balance of $ 0 .

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.

No interest was required to be accrued as of June 30, 2024.

The principal and any outstanding accrued interest are due

in full on June 28, 2025.

The Company drew on the line during May 2025 and paid the outstanding balance and interest in full as well as

terminated the line of credit in June 2025.

Total interest payments during the year ended June 30, 2025 were $ 199 .

Related Party Transactions

following due to related party balances were outstanding at:

Due to founder – credit card

Due to founders

Total due to related parties

June 30, 2024, the Company had a short term amount due to Clayton Adams, its Chief Executive Officer and founder, in the amount of $ 91,119

As of June 30, 2025 and 2024, the Company had

a short-term amount due to Clayton Adams, its Chief Executive Officer and founder, in the amount of $ 41,895 and $ 91,119 , respectively,

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

At June 30, 2023, that amount was $ 12,402 .

The Company has a verbal agreement

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

October 4, 2022, the Company issued a promissory 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.

As of June 30, 2023, the Company 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 $ 7,698 .

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

notes, including interest accrued of $ 8,506 each.

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

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.

On October 4, 2022, the Company issued a promissory

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

SOLUTIONS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025 AND 2024

On October 17, 2022, the Company entered into

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

to which the Company engaged Birddog to provide management services to the Company.

7 unchanged sentences

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.

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 Company did not make such payment or issue such shares upon completion of the initial public

On June 11, 2025, the Company and Birddog entered into an amendment to the consulting agreement, pursuant to which the Company

agreed to pay Birddog a monthly fee of $ 22,000 and deferred expenses of up to $ 25,000 .

The Company also agreed to issue to Clayton Adams

500,000 restricted stock units, vesting immediately, and agreed to pay Birddog $ 175,000 no earlier than August 1, 2025 and no later than

December 31, 2025.

The Company has accrued $ 175,000 in full as of June 30, 2025.

The consulting agreement expires on October 23, 2025 .

October 17, 2022, the Company entered into a consulting agreement with Elev8, a business consulting company owned by Matthew Atkinson,

the Company’s President and a significant security holder at such time, pursuant to which the Company engaged Elev8 to provide

management services to the Company.

Pursuant to the consulting agreement, the Company agreed to pay Elev8 a monthly fee of $ 6,000 commencing

on October 17, 2022.

The Company also agreed to reimburse Elev8 for all pre-approved business expenses.

The Company has no outstanding

balances related to this agreement as of June 30, 2024.

SOLUTIONS, INC.

TO THE FINANCIAL STATEMENTS

30, 2024 AND 2023

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 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.

The 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 June 30, 2024, the Company has not purchased any of the inventory and as such, has accrued

interest of $ 2,471 .

March 26, 2024, the Company entered into a loan agreement with Clayton Adams, a significant stockholder, pursuant to which the Company

issued a revolving credit note to Mr.

Adams in the principal amount of up to $ 500,000 .

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.

The 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.

June 30, 2025, the Company has purchased $ 12,578 of the inventory, with an outstanding payable balance of $ 105,000 , and has an accrued

interest balance of $ 9,843 .

On March 26, 2024, the Company entered into a

loan agreement with Clayton Adams, pursuant to which the Company issued a revolving credit note to Mr.

Adams in the principal amount of

up to $ 500,000 .

Pursuant to the loan agreement and note, Mr.

agreed to provide advances to the Company 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 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 June 30, 2024, no advances have been made and the principal amount

of this note is $ 0 .

Adams agreed to provide advances to the Company upon request during the period

commencing on April 25, 2024 and continuing until the second anniversary of such date, or 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;

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 June 30, 2025, no advances

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

On December 24, 2024, the Company issued a promissory

note in the principal amount of $ 316,920 to Gary Hollst, the Company’s Chief Revenue Officer.

The note was originally due and payable

on May 31, 2025 and did not accrue interest.

On May 2, 2025, the note was amended and restated in its entirety and the Company issued

Hollst an amended and restated promissory note in the principal amount of $ 342,154.57 .

The amended and restated promissory note

was due and payable on May 31, 2026 and accrued interest at a rate of 8.5 % per annum.

The amended and restated promissory note could be

converted at the holder’s option at any time into shares of the Company’s class B common stock at a conversion price of $ 1.12

(subject to standard adjustments for stock splits, stock dividends, reclassifications and similar transactions).

On June 2, 2025, all

principal and interest due under the amended and restated promissory note in the amount of $ 344,625 was converted into 307,701 shares

of the Company’s class B common stock.

On December 24, 2024, the Company issued a 20 %

original issue discount promissory note in the principal amount of $ 415,241 to Clayton Adams.

On January 27, 2025, Mr.

Adams entered into

a note sale assignment and cancellation agreement with Travis Buchanan, the Company’s President, pursuant to which Mr.

and assigned $ 125,000 of the note to Mr.

Buchanan for a purchase price of $ 100,000 .

Following such assignment, the Company issued a 20 %

original issue discount promissory note in the principal amount of $ 290,241.25 to Mr.

This note accrues interest at a rate of 8 %

provided that upon an event of default (as defined in the note), such interest rate shall increase to 15 % per annum.

was originally due and payable on June 30, 2025.

On May 2, 2025, the parties entered into an amendment pursuant to which the maturity

date was changed to require repayment with sixty (60) days of written demand from Mr.

The note may be prepaid at any time without

premium or penalty, is unsecured, and contains customary events of default for a loan of this type.

As of June 30, 2025, the outstanding

principal balance of this note is $ 290,241 and it has a discount balance of $ 0 and an accrued interest balance of $ 9,797 .

SOLUTIONS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025 AND 2024

Following the assignment described above, the

Company issued a 20 % original issue discount promissory note in the principal amount of $ 125,000 to Mr.

This note accrues interest

at a rate of 8 % per annum;

provided that upon an event of default (as defined in the note), such interest rate shall increase to 15 % per

The note was originally due and payable on June 30, 2025.

On May 2, 2025, the parties entered into an amendment pursuant to which

the maturity date was changed to require repayment with sixty (60) days of written demand from Mr.

The note may be prepaid at

any time without premium or penalty, is unsecured, and contains customary events of default for a loan of this type.

As of June 30, 2025,

the outstanding principal balance of this note is $ 125,000 and it has a discount balance of $ 0 and an accrued interest balance of $ 4,219.18 .

ACME People Company, a company owned and controlled

by Travis Buchanan, the Company’s President, participated in the private placement of promissory notes and warrants that was completed

on April 16, 2025 (see Note 11) and was issued (i) a 12% unsecured promissory note in the principal amount of $ 10,000 and (ii) a five-year

warrant to purchase 1,333 shares of the Company’s class B common stock at an exercise price of $ 1.06 per share.

Intercompany Promissory Note

In connection with the acquisition of the assets

of Sanzonate, on April 15, 2025, CleanCore Global issued a 7% unsecured promissory note in the principal amount of $ 475,000 to CleanCore

The note bears interest at a rate of 7 % per annum commencing on April 15, 2027 with all principal and interest due and payable on

April 15, 2030.

The note may be prepaid at any time without premium or penalty, is unsecured, and contains customary events of default

for a loan of this type.

As of June 30, 2025, the outstanding principal balance of this note is $ 475,000 and it has an accrued interest

balance of $ 6,728 .

This loan and related interest is eliminated in consolidation.

Stockholders’ Equity

Company’s authorized capital stock as of June 30, 2024 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 stock.

Seed Preferred Stock

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.

In the event 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 such holder.

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.

The Company’s authorized capital stock as

of June 30, 2025 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.

Series Seed Preferred Stock

The Company was previously authorized to issue

shares of series seed preferred stock.

During the year ended June 30, 2024, the remaining 4,000,000 shares of series seed preferred stock

were converted into 4,000,000 shares of class A common stock.

As of June 30, 2025 and 2024, no 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 per share.

June 30, 2025, all of the outstanding class A common stock was held by one of the Company’s founders, which is also the current

Chief Executive Officer.

For the Year Ended June 30, 2025

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 Company’s 2022 Equity Incentive Plan, as

amended (the “2022 Plan”).

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.

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, 270,000 shares of class A

common stock were converted into 270,000 shares of class B common stock.

SOLUTIONS, INC.

TO THE FINANCIAL STATEMENTS

30, 2024 AND 2023

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.

the Year Ended June 30, 2023

September 2022, the Company issued an aggregate of 4,000,000 shares of series seed preferred stock at a purchase price of $ 0.25 per share.

of June 30, 2023, 4,000,000 shares of series seed preferred stock were issued and outstanding.

the Year Ended June 30, 2024

the year ended June 30, 2024, a total of 4,000,000 shares of series seed preferred stock were converted into 4,000,000 shares of class

A common stock.

of June 30, 2024, no shares of series seed preferred stock were issued and outstanding.

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 per share.

As of June 30, 2024, all of the outstanding class A common stock was held by one of the Company’s

founders, which is also the current Chief Executive Officer.

the Year Ended June 30, 2023

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.

In October and November 2022, the Company issued an aggregate of 660,921 shares of class B common stock at a purchase price of $ 1.74

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.

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

of June 30, 2023, there were 660,000 shares of class A common stock and 1,795,940 shares of class B common stock issued and outstanding.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025 AND 2024

On November 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 December 18, 2024, the Company issued 18,000

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

On December 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 January 2, 2025, the Company issued 20,000

shares of class B common stock pursuant to the terms of a separation agreement with the Company’s former Chief Executive Officer.

On January 2, 2025, the Company issued 75,000

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

On January 19, 2025, 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 February 19, 2025, 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 March 19, 2025, 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 April 1, 2025, the Company issued an aggregate

of 14,618 shares of class B common stock upon vesting of restricted stock unit awards granted under the 2022 Plan.

On April 15, 2025, the Company issued 50,000 shares

of class B common stock pursuant to a restricted stock award and 20,000 shares of class B common stock upon vesting of a restricted stock

unit award granted under the 2022 Plan.

On April 19, 2025, 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 May 6, 2025, the Company issued an aggregate

of 13,172 shares of class B common stock pursuant to restricted stock awards granted under the 2022 Plan.

On May 19, 2025, 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 May 30, 2025, the Company issued an aggregate

of 271,657 shares of class B common stock upon the exercise of warrants for proceeds of $ 339,171 .

On June 2, 2025, the Company issued 307,701 shares

of class B common stock upon conversion of the amended and restated promissory note issued on May 2, 2025 (see Note 12).

On June 3, 2025, the Company issued 1,875,795

shares of class A common stock to Clayton Adams upon the cashless exercise of stock options.

On June 9, 2025, the Company issued 13,333 shares

of class B common stock upon the exercise of warrants for proceeds of $ 14,133 .

On June 11, 2025, the Company issued 46,667 shares

of class B common stock upon the exercise of warrants for proceeds of $ 49,467 .

On June 11, 2025, the Company issued 500,000 shares

of class B common stock pursuant to a restricted stock award granted under the 2022 Plan.

On June 19, 2025, the Company issued 4,166 shares

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

SOLUTIONS, INC.

TO THE FINANCIAL STATEMENTS

30, 2024 AND 2023

the Year Ended June 30, 2024

July 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

In addition, the Company issued a total of 1,310,000 shares of class B common stock upon the conversion of 1,310,000 shares of

class A common stock.

In February 2024, the Company issued a total of 2,000,000 shares of class A common stock upon the conversion of

2,000,000 shares of series seed preferred stock, which were immediately converted into 2,000,000 shares of class B common stock upon

On 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 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.

In addition, upon closing of the initial public offering, the Company sold 1,250,000 shares of class

B common stock for proceeds of $ 3,343,547 , net of $ 1,656,453 of issuance and deferred offering costs.

On April 30, 2024, the Company

issued 175,000 shares of class B common stock pursuant to restricted stock award and 87,500 shares of class B common stock upon vesting

of a restricted stock unit award granted under the 2022 Plan (as defined below).

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 11), which included principal of $ 225,000 and accrued interest of $ 37,479 .

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

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025 AND 2024

On June 21, 2025, the Company issued 200,000 shares

of class B common stock pursuant to the terms of a settlement agreement with the Company’s former Chief Executive Officer.

On June 30, 2025, the Company issued 133,500 shares

of class B common stock to Burlington upon the conversion of quarterly payments of $ 100,000 that were due on each of January 1, 2025,

April 1, 2025 and July 1, 2025 under the terms of the amended and restated promissory note issued to Burlington on May 31, 2024 (see Note

As of June 30, 2025, there were 1,875,795 shares

of class A common stock and 9,961,227 shares of class B common stock issued and outstanding.

For the Year Ended June 30, 2024

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.

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

shares of class B common stock upon the conversion of 940,000 shares of class A common stock.

On June 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.

of June 30, 2024, there were 270,000 shares of class A common stock and 7,960,919 shares of class B common stock issued and outstanding.

On July 24, 2023, the Company issued 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.

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 April 30, 2024, the Company sold 1,250,000

shares of class B common stock in its initial public offering for proceeds of $ 3,343,547 , net of $ 1,656,453 of issuance and deferred offering

On April 30, 2024, the Company issued 175,000

shares of class B common stock pursuant to a restricted stock award and 87,500 shares of class B common stock upon vesting of a restricted

stock unit award granted under the 2022 Plan.

On May 2, 2024, the Company issued an aggregate

of 257,479 shares of class B common stock upon the conversion of 10 % original issue discount convertible promissory notes issued on January

30, 2024, which included principal of $ 225,000 and accrued interest of $ 37,479 .

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.

On June 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 of June 30, 2024, there were 270,000 shares

of class A common stock and 7,960,919 shares of class B common stock issued and outstanding.

SOLUTIONS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025 AND 2024

2022 Equity Incentive Plan

September 16, 2022, the Company’s board of directors adopted the Company’s 2022 Equity Incentive Plan (as amended, the “2022

Plan”), which was adopted by stockholders on November 18, 2022, which reserved a total of 1,736,819 share of the Company’s

class B common stock for issuance.

On January 3, 2024, the Company adopted an amendment to the 2022 Plan, 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

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

Company’s employees and advisors were granted awards under the 2022 Plan.

Therefore, an allocation of the share-based compensation

was made to the Company.

During the year ended June 30, 2023, the Company had 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 outside of the 2022 Plan and 770,000 shares of class B common stock at an average price of $ 2.21

per share under the 2022 Plan.

the year ended June 30, 2024, the Company issued additional options to purchase 525,000 shares of class B common stock at a weighted

average exercise price of $ 3.31 per share under the 2022 Plan.

of the class A options and 75,000 of the class B options were fully vested as of the grant date.

The remaining class B options have a

graded vesting term based on continuous service during the vesting period.

On September 16, 2022, the Company’s board

of directors adopted the 2022 Plan, which was adopted by stockholders on November 18, 2022, which reserved a total of 1,736,819 share

of the Company’s class B common stock for issuance.

On January 3, 2024, the Company adopted an amendment to the 2022 Plan, 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.

On January 1, 2025, the number of shares reserved under the 2022 Plan was increased to 3,653,529

pursuant to this provision.

On June 5, 2025, the number of shares reserved under the 2022 Plan was increased to 5,000,000 upon stockholder

approval of such increase on such date.

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 or forfeited, the surrendered

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

The Company’s employees and advisors were

granted awards under the 2022 Plan.

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

Stock Options

During the year ended June 30, 2025, the Company

issued options to purchase 150,000 shares of class B common stock at an exercise price of $ 3.73 per share under the 2022 Plan, of which

15,000 shares vest upon grant and the remaining shares vest over 24 months.

During the same year, options to purchase an aggregate of

461,875 shares of class B common stock were forfeited.

In addition, options to purchase 2,000,000 shares of class A common stock were

exercised on a cashless basis resulting in the issuance of 1,875,795 shares of class A common stock and the cancellation of the remaining

124,205 options.

During the year ended June 30, 2024, the Company

issued options to purchase 525,000 shares of class B common stock at an exercise price of $ 4.00 per share under the 2022 Plan.

For the Year Ended June 30, 2025

On July 11, 2024, the Company issued four warrants

for the purchase of 25,000 each ( 100,000 in the aggregate) at exercise prices of $ 2.20 , $ 3.00 , $ 4.00 and $ 5.00 , respectively (subject

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

On April 15, 2025, Company issued a five-year

warrant for the purchase of 425,000 shares of class B common stock at an exercise price of $ 1.25 per share (subject to adjustments for

stock dividends, stock splits, mergers, consolidations and similar transactions) in connection with the acquisition of the assets of Sanzonate.

Subsequently, an aggregate of 271,657 warrants were exercised for cash proceeds of $ 339,571 .

On April 16, 2025, the Company issued five-year

warrants for the purchase of an aggregate of 134,666 shares of class B common stock at an exercise price of $ 1.06 per share (subject to

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

Subsequently, an aggregate of 60,000

warrants were exercised for cash proceeds of $ 63,600 .

On June 6, 2025, the Company issued a five-year

warrant for the purchase of 66,667 shares of class B common stock at an exercise price of $ 1.06 per share (subject to adjustments for

stock dividends, stock splits, mergers, consolidations and similar transactions).

SOLUTIONS, INC.

TO THE FINANCIAL STATEMENTS

30, 2024 AND 2023

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 are 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).

5, 2024, the Company cancelled these warrants without issuing a replacement award.

As the warrants were already vested, previously recognized

compensation cost was not reversed.

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.

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

April 30, 2024, the Company issued a warrant for the purchase of 87,500 shares of class B common stock at an exercise price of $ 5.00 ,

subject to adjustments, to the representative of the underwriters in the initial public offering.

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.

April 30, 2024, the Company granted a restricted stock award under the 2022 Plan for 175,000 shares of class B common stock, of which

15,000 shares vested on the date of grant, 10,625 shares will vest quarterly through June 30, 2026 and the remaining 75,000 shares will

vest as the grantee reaches certain sales targets in a twelve month period.

April 30, 2024, the Company granted a restricted stock unit award 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.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025 AND 2024

On June 9, 2025, the Company issued to Boustead

Securities, LLC (“Boustead”), the representative of the underwriters in the Company’s initial public offering (i) a

five-year warrant for the purchase of 29,750 shares of class B common stock at an exercise price of $ 1.25 per share (subject to adjustments

for stock dividends, stock splits, mergers, consolidations and similar transactions) and (ii) a five-year warrant for the purchase of

9,426 shares of class B common stock at an exercise price of $ 1.06 per share (subject to adjustments for stock dividends, stock splits,

mergers, consolidations and similar transactions) as part of a settlement agreement.

On June 30, 2025, the Company issued a five-year

warrant for the purchase of 25,000 shares of class B common stock at an exercise price of $ 2.00 per share (subject to adjustments for

stock dividends, stock splits, mergers, consolidations and similar transactions).

For the Year Ended June 30, 2024

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 are 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 5, 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 April 30, 2024, the Company issued a warrant

for the purchase of 87,500 shares of class B common stock at an exercise price of $ 5.00 , subject to adjustments, to the representative

of the underwriters in the initial public offering.

The warrant is 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.

Restricted Stock Awards

For the Year Ended June 30, 2025

On September 19, 2024, the Company granted a restricted

stock unit award under the 2022 Plan for 295,000 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 period.

On January 2, 2025, the Company granted a restricted

stock unit award under the 2022 Plan for 200,000 shares of class B common stock, of which 75,000 shares vested on the date of grant, and

the remaining shares will vest quarterly over three years .

On March 20, 2025, the Company granted a restricted

stock unit award under the 2022 Plan for 16,807 shares of class B common stock which will vest quarterly over one year commencing on April

On April 15, 2025, the Company granted a restricted

stock unit award under the 2022 Plan for 100,000 shares of class B common stock, of which 20,000 shares vested immediately and the remaining

shares will vest quarterly over two years .

On April 15, 2025, the Company granted a restricted

stock award under the 2022 Plan for 50,000 shares of class B common stock, all of which vested in full on the date of grant.

On May 6, 2025, the Company granted restricted

stock awards under the 2022 Plan for an aggregate of 13,172 shares of class B common stock, all of which vested in full on the date of

On May 6, 2025, the Company granted a restricted

stock unit award under the 2022 Plan for 90,000 shares of class B common stock which will vest quarterly over one year commencing on July

On June 2, 2025, the Company granted a restricted

stock award under the 2022 Plan for 307,701 shares of class B common stock, all of which vested in full on the date of grant.

On June 11, 2025, the Company granted a restricted

stock award under the 2022 Plan for 500,000 shares of class B common stock, all of which vested in full on the date of grant.

SOLUTIONS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025 AND 2024

For the Year Ended June 30, 2024

On April 30, 2024, the Company granted a restricted

stock award under the 2022 Plan for 175,000 shares of class B common stock, of which 15,000 shares vested on the date of grant, 10,625

shares will vest quarterly through June 30, 2026 and the remaining 75,000 shares will vest as the grantee reaches certain sales targets

in a twelve-month period.

On April 30, 2024, the Company granted a restricted

stock unit award 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.

In June 2024, the participant and the Company agreed to separate.

a result, the participant kept the 87,500 shares that were vested and forfeited all other shares available under the award.

to the 87,500 shares, the participant will also receive 20,000 shares of class B common stock on January 2, 2025.

June 12, 2024, the Company granted a restricted stock unit award under the 2022 Plan for 188,000 shares of class B common

stock, of which 5,000 shares vested and were issued on the date of grant and, 5,000 will vest on July 12, 2024.

In addition, 18,000 shares

vest upon completion of tasks as outlined between the Company and grantee and an additional 160,000 shares will vest as the Company achieves

certain sales targets in a twelve-month period.

information presented in the following table represents the restricted stock awards, including performance-based awards, granted and

outstanding during the period:

Service-Based

As a result, the participant kept the 87,500 shares that

were vested and forfeited all other shares available under the award.

On June 12, 2024, the Company granted a restricted

stock unit award under the 2022 Plan for 188,000 shares of class B common stock, of which 5,000 shares vested and were issued on the date

of grant and 5,000 will vest on July 12, 2024.

In addition, 18,000 shares vest upon completion of tasks as outlined between the Company

and grantee and an additional 160,000 shares will vest as the Company achieves certain sales targets in a twelve-month period.

30, 2025, a total of 28,000 shares have vested under this award.

The information presented in the following table

represents the restricted stock awards, including performance-based awards, granted and outstanding during the period:

Performance- Based Restricted Shares

Service-Based Restricted Shares

Grant Date Fair Value

Beginning balance

( 1,212,500 )

Outstanding, unvested grants at June 30, 2024

1 unchanged sentence

Outstanding, unvested grants at June 30, 2025

options and warrants 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.

SOLUTIONS, INC.

TO THE FINANCIAL STATEMENTS

30, 2024 AND 2023

fair value of stock options and warrants was estimated at the date of grant using a Black-Scholes option-pricing model with the following

weighted average assumptions for the years ended June 30, 2024 and 2023:

Stock-based Compensation

Stock options and warrants 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 and warrants was

estimated at the date of grant using a Black-Scholes option-pricing model with the following weighted average assumptions for the years

ended June 30, 2025 and 2024:

2025 June 30,

4 unchanged sentences

Fair value of awards granted during the year $ 1.79 $ 0.90

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 per

share of total awards granted during the years ended June 30, 2024 and 2023 was $ 1.35 and $ 0.90 , respectively.

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

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.

SOLUTIONS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025 AND 2024

Warrants Stock

4 unchanged sentences

Granted 87,500 0.86 0.86

Exercised ( 777,778 ) -

Cancelled ( 46,263 ) -

Outstanding, June 30, 2024 ( 2,738,472 shares exercisable) 87,500 3,295,000 3.30 $ 4.17

1 unchanged sentence

Granted - 150,000 1.93 3.73

Cancelled ( 46,263 ) -

( 124,205 ) 0.25

( 461,875 ) 3.14

Exercised ( 331,657 ) ( 1,875,795 ) 0.40

Outstanding, June 30, 2025 ( 1,242,741 shares exercisable) 546,352 983,125 3.47 $ 2.71

The aggregate intrinsic value of the 2,738,472 shares exercisable at June 30, 2024 was $3,668,019.

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 year ended June 30, 2024.

The aggregate intrinsic value of the 1,242,741

shares exercisable at June 30, 2025 was $ 3,019,860 .

The intrinsic value and total cash received of awards exercised for the year ended

June 30, 2025 was $ 5,364,108 and $ 403,171 , respectively.

The aggregate intrinsic value of the 2,738,472 shares exercisable at June 30,

2024 was $ 3,668,019 .

No cash awards were exercised during the year ended June 30, 2024.

Total stock compensation expense for the year

ended June 30, 2025 was $ 3,203,230 .

Total stock compensation expense for the year ended June 30, 2024 was $ 670,958 .

In addition, $ 94,850 of warrants issued to representative

of the underwriters in the initial public offering during the year ended June 30, 2024 were recorded as an offset to equity.

compensation expense for the period ended June 30, 2023 consists of $ 3,231,443 related to stock options and $ 857,889 of warrants.

$ 42,835 of warrants issued to representative of the underwriters in the initial public offering were recorded as an offset to equity as

of June 30, 2024.

As of June 30, 2024, total unrecognized stock compensation expense was $ 930,433 with the weighted average period over

which it is expected to be recognized of 2.01 years.

In addition, $ 94,850

of warrants issued to representative of the underwriters in the initial public offering during the year ended June 30, 2024 were recorded

as an offset to equity.

As of June 30, 2025, total unrecognized stock compensation expense was $ 882,317 with the weighted average period

over which it is expected to be recognized of 1.45 years.

Net Loss Per Share

following table sets forth the computation of basic and dilutive net income per share of class A and class B common stock:

The following table sets forth the computation

of basic and dilutive net income per share of class A and class B common stock:

Year Ended June 30,

3 unchanged sentences

$ ( 6,561,765 )

Weighted average number of shares used in per share computation

Basic and diluted net loss per share

SOLUTIONS, INC.

TO THE FINANCIAL STATEMENTS

30, 2024 AND 2023

Period Ended June 30, 2023 (Successor)

Basic and diluted net loss per share:

Allocation of undistributed loss

$ ( 171,420 )

2 unchanged sentences

Basic and diluted net loss per share

Company files income tax returns in the U.S.

federal and applicable state jurisdictions.

is required to analyze all open tax years, as defined by the statute of limitations, for all major jurisdictions, which includes federal

and certain states.

The fiscal year ended June 30, 2023 was the entity’s initial year of existence, and is not subject to federal

or state tax examinations prior to this period.

Company’s provision for income taxes is comprised of the following components for the year ended June 30, 2024:

SOLUTIONS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025 AND 2024

The Company files income tax returns in the U.S.

for federal and applicable foreign and state jurisdictions.

Management is required to analyze all open tax years, as defined by the statute

of limitations, for all major jurisdictions, which includes federal and certain states.

The fiscal year ended June 30, 2023 was the entity’s

initial year of existence, and is not subject to federal or state tax examinations prior to this period.

The tax impact of the Irish subsidiary

formation in the current tax year did not have a material impact on the Company’s tax provision.

The One Big Beautiful Bill Act

was not enacted until after the fiscal year end, therefore the effects are not included.

The Company is still assessing what impact, if

any, it will have, however given the fact the Company has a valuation allowance, management does not believe there will be a material

The Company’s provision for income taxes

is comprised of the following components:

Years Ended June 30,

Current Tax Expense (Benefit)

3 unchanged sentences

Total Income Tax Expense (Benefit)

Company’s income tax expense from continuing operations for the year ended June 30, 2024 differed from the statutory federal rate

of 21 % as follows:

Pre-Tax Book Income

The Company’s income tax expense from continuing

operations for the year ended June 30, 2025 differed from the statutory federal rate of 21 % as follows:

Pre-Tax Book Net Loss

$ ( 6,742,275 )

Years Ended June 30,

Rate Reconciliation

Federal tax (benefit) at a statutory rate

$ ( 479,166 )

$ ( 1,054,873 )

State tax expense (benefit)

Federal effect of State tax expense (benefit)

Effect of rate change

True-up of deferred taxes

Other permanent differences

Increase (Decrease) in valuation allowance related to current period P&L activity

Increase (decrease) in valuation allowance related to current period profit and loss activity

Total tax expense

SOLUTIONS, INC.

TO THE FINANCIAL STATEMENTS

30, 2024 AND 2023

tax assets and liabilities consist of the following at June 30, 2024:

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025 AND 2024

Deferred tax assets and liabilities consist of

the following:

Years Ended June 30,

Deferred Tax Assets

17 unchanged sentences

Net Deferred Tax Asset (Liability)

assessing the realizability of deferred tax assets, management considers whether it is more-likely-than-not that some portion of the

deferred tax asset will not be realized.

The ultimate realization of deferred tax assets is dependent upon the generation of future taxable

income during the periods in which those temporary differences become deductible.

of June 30, 2024, the Company recognized a full valuation allowance on its net deferred tax asset to reflect the fact it is not more-likely-than-not

to realize any portion of the asset.

In assessing the realizability of deferred tax

assets, management considers whether it is more-likely-than-not that some portion of the deferred tax asset will not be realized.

ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those

temporary differences become deductible.

As of June 30, 2025, the Company recognized a

full valuation allowance on its net deferred tax asset to reflect the fact it is not more-likely-than-not to realize any portion of the

Years Ended June 30,

Other Items – All Gross

1 unchanged sentence

State NOL Carryovers

June 30, 2024 and 2023, the Company had net operating loss carryforwards for Federal income tax purposes of $ 2,715,784 and $ 808,741 ,

respectively, which would be available to offset future federal taxable income, if any, and would not be subset to expiration.

30, 2024 and 2023, the Company has net operating loss carryforwards for state income tax purposes of $ 2,715,784 and $ 808,741 , which are

available to offset future state taxable income, which is subject to expiration beginning in 2043.

At June 30, 2025 and 2024, the Company had net

operating loss carryforwards for Federal income tax purposes of $ 14,216,453 and $ 2,715,784 , respectively, which would be available to

offset future federal taxable income, if any, and would not be subset to expiration.

At June 30, 2025 and 2024, the Company has net operating

loss carryforwards for state income tax purposes of $ 14,216,453 and $ 2,715,784 , which are available to offset future state taxable income,

which is subject to expiration beginning in 2043.

Commitments and Contingencies

time to time, the Company may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business.

However, litigation is subject to inherent uncertainties and an adverse result in these or other matters may arise from time to time

that may harm our business.

The Company is aware of one legal claim and has accrued approximately $ 108,000 for such claim (Note 17).

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 results.

Successor does not maintain a defined contribution plan or any other type of retirement plan for its employees.

Legal Proceedings

From time to time, the Company may become involved

in various lawsuits and legal proceedings which arise in the ordinary course of business.

However, litigation is subject to inherent uncertainties

and an adverse result in these or other matters may arise from time to time that may harm our business.

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

Retirement Plans

The Company does not maintain a defined contribution

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

The Company has a non-cancellable operating lease

commitment for its office facility expiring in 2028.

Rent expense totaled $ 161,664 and $ 130,723 for the years ended June 30, 2025 and

2024, respectively.

SOLUTIONS, INC.

TO THE FINANCIAL STATEMENTS

30, 2024 AND 2023

the period of July 1, 2022 through October 16, 2022, the Predecessor maintained a defined contribution 401(k) plan available to eligible

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 .

Company has a non-cancellable operating lease commitment for its office facility expiring in 2028.

Rent expense totaled $ 130,723 and

$ 57,626 for the years ended June 30, 2024 and 2023, respectively.

following table discloses the lease cost, discount rate, and remaining lease term for operating leases as of June 30, 2024 and 2023:

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025 AND 2024

The following table discloses the lease cost,

discount rate, and remaining lease term for operating leases as of June 30, 2025 and 2024:

2025 June 30,

2 unchanged sentences

Discount rate 6.56 % 6.56 %

discount rate was determined using the Company’s external debt and was adjusted for collateralization, term and lease amount.

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 June 30, 2024:

Ended June 30,

The discount rate was determined using the Company’s

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

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 June 30, 2025:

Year Ended June 30,

Total undiscounted cash flows

3 unchanged sentences

Noncurrent lease liabilities

Settlement Agreement

On June 5, 2025, the Company entered into a settlement

agreement with Boustead relating to certain compensation that Boustead asserted was owed to it under an engagement letter between the

parties, dated September 21, 2022 and an underwriting agreement between the parties, dated April 25, 2024.

Pursuant to the settlement

agreement, the Company agreed, among other things, to pay Boustead $ 100,000 in cash within 45 days of signing of the settlement agreement

and $ 1,050,000 in cash upon the closing of a financing, offering or other transaction to raise capital (such a transaction, a “Financing

Transaction”) in an amount of at least $ 50 million;

provided that if the Company consummates one or more Financing Transactions

in an amount of less than $ 50 million, then the Company must pay Boustead no less than two percent ( 2 %) of the total amount of funds disbursed

to the Company pursuant to each such Financing Transaction until Boustead receives a total of $ 1,050,000 in cash.

In addition, upon closing

of a Financing Transaction, the Company agreed to issue to Boustead a warrant for the purchase of 160,824 shares of class B common stock

at an exercise price equal to the lower of (i) the price per share paid in such Financing Transaction or (ii) the exercise price of any

warrants issued to the placement agent or financial advisor in connection with such Financing Transaction.

The Company was also required

to pay $ 100,000 in cash to Boustead within 45 days from the date of the agreement.

Subsequent Events

The Company has evaluated events subsequent to June 30, 2024, to assess

the need for potential recognition or disclosure.

Such events were evaluated through September 20, 2024, the date the financial statements

were available to be issued.

The Company has evaluated events subsequent to

June 30, 2025 to assess the need for potential recognition or disclosure.

Such events were evaluated through August 22, 2025, the date

the consolidated financial statements were available to be issued.

The following were noted:

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

The Company has accrued approximately $ 108,000 for such claim (see Note 16).

Development Proposal

August 20, 2024, the Company entered into a product development proposal with E-Business International Incorporation, pursuant to which

Business International Incorporation, an engineering company, will look for more efficient ways to assemble some of the Company’s

units, and will then take over assembly of certain products using overseas facilities.

September 10, 2024, the Company entered into a sole distributorship agreement with Consensus B.V., pursuant to which Consensus B.V.

act as sole distributor of the Company’s products in the European Union, United Kingdom, Bahrain, Kuwait, Oman, Qatar, Saudi Arabia

and United Arab Emirates.

The agreement is for a term of five years and may be terminated by either party upon not less than four months’

provided that either party may terminate the agreement immediately upon a substantial breach of the agreement, as more particularly

described in the agreement.

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed

on its behalf by the undersigned, thereunto duly authorized.

September 20, 2024

SOLUTIONS, INC.

Clayton Adams

On July 1, 2025, the Company issued an aggregate

of 57,952 shares of class B common stock upon vesting of restricted stock unit awards granted under the 2022 Plan.

On July 1, 2025, the Company granted a restricted

stock award under the 2022 Plan for 30,000 shares of class B common stock, all of which vested in full on the date of grant.

On July 21, 2025, the Company granted a restricted

stock award under the 2022 Plan for 250,000 shares of class B common stock, of which 125,000 shares vested in full on the date of grant

and the remaining 125,000 shares will vest quarterly for 5 quarters.

On July 21, 2025, the Company granted a restricted

stock unit award under the 2022 Plan for 100,000 shares of class B common stock, which will vest based on the Company’s achievement

of certain revenue targets for the year ended June 30, 2025.

On August 21, 2025, the Company granted a restricted

stock award under the 2022 Plan for 725,000 shares of class B common stock, which vested in full on the date of grant.

In July and August 2025, the Company issued an

aggregate of 151,667 shares of class B common stock upon the exercise of warrants for gross proceeds of approximately $ 184,267 .

Pursuant to the requirements of Section 13 or

15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,

thereunto duly authorized.

August 22, 2025

CLEANCORE SOLUTIONS, INC.

/s/ Clayton Adams

Clayton Adams

1 unchanged sentence

(Principal Executive Officer)

/s/ David Enholm

Chief Financial Officer

(Principal Financial and Accounting Officer)

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the

registrant and in the capacities and on the dates indicated.

Pursuant to the requirements of the Securities

Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and

on the dates indicated.

/s/ Clayton Adams

Chairman and Chief Executive Officer (principal executive officer)

August 22, 2025

Clayton Adams

and Chief Executive Officer (principal executive officer)

Financial Officer (principal financial and accounting officer)

Larry Goldman

/s/ David Enholm

Chief Financial Officer (principal financial and accounting officer)

August 22, 2025

/s/ Brent Cox

August 22, 2025

/s/ Peter Frei

August 22, 2025

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-K

Item 9A. Controls and Procedures