What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-05-11 compared with 2026-02-11 · 832 added, 724 removed, 293 unchanged (84% of the section changed)

FINANCIAL STATEMENTS.

SOLUTIONS, INC.

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheets as of December 31, 2025 (Unaudited) and June 30, 2025

Condensed Consolidated Statements of Operations for the Three and Six Months Ended December 31, 2025 and 2024 (Unaudited)

Condensed Consolidated Statements of Stockholders’ Equity for the Three and Six Months Ended December 31, 2025 and 2024 (Unaudited)

Condensed Consolidated Statements of Cash Flows for the Six Months Ended December 31, 2025 and 2024 (Unaudited)

CLEANCORE SOLUTIONS, INC.

UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheets as of March 31, 2026 (Unaudited) and June 30, 2025

Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Nine Months Ended March 31, 2026 and 2025 (Unaudited)

Condensed Consolidated Statements of Stockholders’ Equity for the Three and Nine Months Ended March 31, 2026 and 2025 (Unaudited)

Condensed Consolidated Statements of Cash Flows for the Nine Months Ended March 31, 2026 and 2025 (Unaudited)

Notes to Condensed Consolidated Financial Statements (Unaudited)

SOLUTIONS, INC.

CONDENSED CONSOLIDATED BALANCE

December 31, 2025

CONSOLIDATED BALANCE SHEETS

Current assets:

4 unchanged sentences

Deferred offering costs

Note receivable, related party

Prepaid expenses and other current assets

4 unchanged sentences

Intangibles, net

$ 101,105,378

Liabilities and Stockholders’ Equity

14 unchanged sentences

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

0 and 1,875,795 shares issued and outstanding as of December 31, 2025 and June 30, 2025, respectively

0 and 1,875,795 shares issued and outstanding as of March 31, 2026 and June 30, 2025, respectively

Class B Common Stock;

$ 0.0001 par value, 6,942,000,000 shares authorized;

210,439,401 and 9,961,227 shares issued and outstanding as of December 31, 2025 and June 30, 2025, respectively

221,836,229 and 9,961,227 shares issued and outstanding as of March 31, 2026 and June 30, 2025, respectively

Additional paid-in capital

5 unchanged sentences

Total liabilities and stockholders’ equity

$ 101,105,378

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

The accompanying notes are an integral part of

these unaudited condensed consolidated financial statements.

SOLUTIONS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

Three Months Ended

Six Months Ended

Nine Months Ended

Cost of sales (exclusive of depreciation shown separately below)

Gross profit (loss)

Operating expenses:

19 unchanged sentences

( 2,670,469 )

$ ( 1,861,109 )

Foreign currency translation adjustment

3 unchanged sentences

( 2,670,469 )

$ ( 1,861,109 )

Net loss per share, basic and diluted

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

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

The accompanying notes are an integral part of

these unaudited condensed consolidated financial statements.

CLEANCORE SOLUTIONS, INC.

1 unchanged sentence

STATEMENTS OF STOCKHOLDERS’ EQUITY

For the Three and Six Months Ended December 31, 2025

For the Three and Nine Months Ended March 31, 2026

(formerly Class B)

35 unchanged sentences

( 131,775,275

Issuance of common stock for services

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

Issuance of common stock – 2022 Equity Incentive Plan

Stock based compensation – 2022 Equity Incentive Plan

Currency translation adjustment

Net loss for the period

Balance at March 31, 2026

( 162,579,050

CLEANCORE SOLUTIONS, INC.

1 unchanged sentence

STATEMENTS OF STOCKHOLDERS’ EQUITY

For the Three and Six Months Ended December 31, 2024

For the Three and Nine Months Ended March 31, 2025

(formerly Class B)

15 unchanged sentences

$ ( 9,166,061 )

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

Issuance of class B common stock under separation agreement

Issuance of class B common stock upon vesting of restricted stock units – 2025 Equity Incentive Plan

Stock based compensation – 2022 Equity Incentive Plan

Modification of related party debt

Net loss for the period

Balance at March 31, 2025

$ ( 9,975,415 )

The accompanying notes are an integral part of

these unaudited condensed consolidated financial statements.

SOLUTIONS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended

Nine Months Ended

Cash flows from operating activities

10 unchanged sentences

Provision for bad debt and write-off on uncollectable accounts

Provision for inventory reserve and write-off

Foreign exchange (gain)/loss

12 unchanged sentences

( 148,605,650 )

Sale of digital assets

Purchase of digital assets, net

( 130,237,290 )

Net cash used in investing activities

6 unchanged sentences

Proceeds from subscription advance

Funds provided for note receivable

( 1,000,000 )

Payments of deferred offering costs

6 unchanged sentences

( 1,237,790 )

Cash and cash equivalents at beginning of period

Cash and cash equivalents at the end of period

Cash, cash equivalents, and restricted cash at beginning of period

Cash, cash equivalents, and restricted cash at the end of period

Supplementary cash flow disclosure

3 unchanged sentences

Digital assets received in connection with pre-funded warrants

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

The accompanying notes are an integral part of

these unaudited condensed consolidated financial statements.

SOLUTIONS, INC.

TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025 AND 2024

31, 2026 AND 2025

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.

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.

January 29, 2025, CleanCore established CleanCore Global Limited (“CleanCore Global,” and together with CleanCore US, the

“Company”) as a wholly owned subsidiary in Ireland.

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.

September 5, 2025, the Company adopted a digital asset treasury strategy focused on Dogecoin.

Pursuant to an asset management agreement

that the Company entered into with Dogecoin Ventures, Inc.

(the “Asset Manager”) and 21Shares US LLC (“21Shares”),

on September 5, 2025 (the “Asset Management Agreement”), the Company established a multiyear advisory and asset-management

program with the Asset Manager (which is a wholly-owned subsidiary of House of Doge Inc., the commercial arm of the Dogecoin Foundation)

and 21Shares to manage the Company’s treasury assets, which include available cash or digital assets placed in the Company’s

account to be utilized for such purpose (the “Treasury Account”), as well as all investments thereof, proceeds of, income

on and additions or accretions to the same, including all assets which are or were in the Treasury Account, but which are deployed in

decentralized finance or similar blockchain transactions from time to time in accordance with the investment strategy described in the

Asset Management Agreement (the “Treasury Assets”).

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

Company has incurred losses and negative cash flows from operations.

From October 17, 2022 (the date of the acquisition) through December

31, 2025, the Company has financed its operations primarily through investor funding.

As of December 31, 2025, the Company had cash of

$ 7,403,390 and for the six months ended December 31, 2025, had a net loss of $ 117,728,051 and cash used in operating activities of $ 7,167,396 .

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.

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

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

If management concludes that substantial

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

September 5, 2025, the Company completed an offering of pre-funded warrants to purchase an aggregate of 175,000,420 shares of common

stock for aggregate gross proceeds of $ 175,000,420 , of which $ 148,650,530 was paid in cash and $ 26,349,890 was paid in cryptocurrency.

After deducting placement agent fees, reimbursed expenses, and other offering expenses from the total gross proceeds, including both

cash and cryptocurrency gross proceeds, the Company received net proceeds of approximately $ 164,257,145 .

Of this amount, approximately

$ 1,075,000 was used to pay off outstanding indebtedness and $ 4,400,000 will be used for working capital and general corporate purposes,

with the balance of the net proceeds being used to acquire Dogecoin.

SOLUTIONS, INC.

TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025 AND 2024

August 29, 2025, the Company entered into an amended and restated sales agreement (the “Sales Agreement”) with Maxim Group

LLC and Curvature Securities LLC (the “Sales Agents”), which amends and restates that certain sales agreement, dated June

20, 2025, between the Company and Curvature Securities LLC in its entirety.

Pursuant to the terms of the Sales Agreement, the Company

may, from time to time, in transactions that are deemed to be “at the market offerings” as defined in Rule 415 under the

Securities Act of 1933, as amended, issue and sell through or to the Sales Agents up to a maximum aggregate amount of $ 1,150,000,000 of

shares of common stock.

During the six months ended December 31, 2025, the Company issued an aggregate of 8,579,273 shares of common

stock under the Sales Agreement for gross proceeds of $ 26,399,778 and net proceeds of approximately $ 25,608,235 .

these offerings, 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

as of and for the three months ended December 31, 2025.

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.

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.

On September 5, 2025, the Company adopted a digital

asset treasury strategy focused on Dogecoin.

Pursuant to an asset management agreement that the Company entered into with Dogecoin Ventures,

(the “Asset Manager”) and 21Shares US LLC (“21Shares”), on September 5, 2025 (the “Asset Management

Agreement”), the Company established a multiyear advisory and asset-management program with the Asset Manager (which is a wholly-owned

subsidiary of House of Doge Inc., the commercial arm of the Dogecoin Foundation) and 21Shares to manage the Company’s treasury assets,

which include available cash or digital assets placed in the Company’s account to be utilized for such purpose (the “Treasury

Account”), as well as all investments thereof, proceeds of, income on and additions or accretions to the same, including all assets

which are or were in the Treasury Account, but which are deployed in decentralized finance or similar blockchain transactions from time

to time in accordance with the investment strategy described in the Asset Management Agreement (the “Treasury Assets”).

The headquarters, principal address and records

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

The Company has incurred losses and negative cash

flows from operations.

From October 17, 2022 (the date of the acquisition) through March 31, 2026, the Company has financed its operations

primarily through investor funding.

As of March 31, 2026, the Company had cash of $ 17,053,301 and for the nine months ended March 31,

2026, had a net loss of $ 148,531,825 and cash used in operating activities of $ 14,815,558 .

In accordance with Accounting Standards Codification

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

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

Management must first evaluate whether there are conditions

and events that raise substantial doubt about the Company’s ability to continue as a going concern for a period of 12 months from

the date the financial statements are issued.

If management concludes that substantial doubt is raised, management is also required to

consider whether its plans alleviate that doubt.

On September 5, 2025, the Company completed

an offering of pre-funded warrants to purchase an aggregate of 175,000,420 shares of common stock for aggregate gross proceeds of

$ 175,000,420 , of which $ 148,650,530 was paid in cash and $ 26,349,890 was paid in cryptocurrency.

After deducting placement agent

fees, reimbursed expenses, and other offering expenses from the total gross proceeds, including both cash and cryptocurrency gross

proceeds, the Company received net proceeds of approximately $ 164,257,145 .

Of this amount, approximately $ 1,075,000 was used to pay

off outstanding indebtedness and $ 4,400,000 will be used for working capital and general corporate purposes, with the balance of the

net proceeds being used to acquire Dogecoin.

For the three months ended March, 31, 2026, the company sold an aggregate of

200,000,000 units of Dogecoin for net proceeds of $18,368,360 , resulting in a loss of $ 29,364,518 , which is included in Change in

Fair Value of Digital Assets on the Financial Statements (Note 11).

On August 29, 2025, the Company entered into an

amended and restated sales agreement (the “Sales Agreement”) with Maxim Group LLC and Curvature Securities LLC (the “Sales

Agents”), which amends and restates that certain sales agreement, dated June 20, 2025, between the Company and Curvature Securities

LLC in its entirety.

Pursuant to the terms of the Sales Agreement, the Company may, from time to time, in transactions that are deemed

to be “at the market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended, issue and sell through

or to the Sales Agents up to a maximum aggregate amount of $ 1,150,000,000 of shares of common stock.

During the nine months

ended March 31, 2026, the Company issued an aggregate of 8,579,273 shares of common stock under the Sales Agreement for gross proceeds

of $ 26,399,778 and net proceeds of approximately $ 25,608,235 .

Despite these offerings, 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 as of and for the three months ended

March 31, 2026.

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 financial statements

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

be unable to continue as a going concern.

The accompanying financial statements have been

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

the normal course of business.

Summary of Significant Accounting Policies

of Presentation

accompanying unaudited interim condensed consolidated financial statements as of and for the three and six months ended December 31,

2025 and 2024 have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.

GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim

financial information, and include the accounts of the Company and its wholly owned subsidiary.

In the opinion of management, all adjustments

considered necessary for a fair presentation have been included.

The unaudited interim consolidated financial statements are condensed

and should be read in conjunction with the Company’s latest annual audited 2025 condensed consolidated financial statements, which

are included in the Company’s Annual Report on Form 10-K filed with the SEC on August 22, 2025 (the “Form 10-K”).

results of operations for interim periods are not necessarily indicative of results to be expected for the fiscal year ending June 30,

2026 or for any other future annual or interim period.

preparation of financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect the

reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements

and the reported amounts of revenues and expenses during the reporting period.

Although management believes these estimates and assumptions

are adequate, actual results could differ from the estimates and assumptions used.

fiscal 2025 year-end balance sheet data was derived from audited financial statements, and certain information and note disclosures normally

included in annual financial statements prepared in accordance with U.S.

GAAP have been condensed or omitted pursuant to SEC rules or

however, the Company believes the disclosures made are adequate to make the information presented not misleading.

complete listing of the Company’s significant accounting policies is discussed in Note 2 – Summary of Significant Accounting

Policies in the Notes to Financial Statements included in the Form 10-K.

SOLUTIONS, INC.

TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025 AND 2024

of Consolidation

condensed consolidated financial statements are presented in U.S.

dollars and include the accounts of the Company and its wholly owned

All intercompany balances and transactions have been eliminated in consolidation.

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.

Basis of Presentation

The accompanying unaudited interim condensed consolidated

financial statements as of and for the three and nine months ended March 31, 2026 and 2025 have been prepared in accordance with accounting

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

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

Securities and Exchange Commission (the “SEC”) for interim financial information, and include the accounts of the Company

and its wholly owned subsidiary.

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

The unaudited interim consolidated financial statements are condensed and should be read in conjunction with the Company’s

latest annual audited 2025 condensed consolidated financial statements, which are included in the Company’s Annual Report on Form

10-K filed with the SEC on August 22, 2025 (the “Form 10-K”).

The results of operations for interim periods are not necessarily

indicative of results to be expected for the fiscal year ending June 30, 2026 or for any other future annual or interim period.

The preparation of financial statements in conformity

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure

of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during

the reporting period.

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

estimates and assumptions used.

The fiscal 2025 year-end balance sheet data was

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

prepared in accordance with U.S.

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

however, the Company believes

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

A complete listing of the Company’s significant

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

included in the Form 10-K.

Principles of Consolidation

The condensed consolidated financial statements

are presented in U.S.

dollars and include the accounts of the Company and its wholly owned subsidiary.

All intercompany balances and transactions

have been eliminated in consolidation.

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 December 31, 2025 and June 30, 2025, 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 (see also Concentration of Credit Risk below).

maintains restricted cash, which is to be used for the purchase of Dogecoin as part of its treasury strategy.

Concentration

of Credit Risk

instruments, which potentially subject the Company to significant concentration of credit risk, consist of cash for both the CleanCore

and Treasury operating segments (see Note 16).

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.

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 December 31, 2025 and June 30, 2025, the Company maintained an allowance for slow-moving and inventory obsolescence

of $ 215,527 and $ 37,420 , respectively.

December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

2023-08, Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60):

Accounting for and Disclosure of Crypto Assets

(“ASU 2023-08”).

ASU 2023-08 requires in-scope crypto assets (including the Company’s dogecoin holdings) to be measured at

fair value in the statement of financial position, with gains and losses from changes in the fair value of such crypto assets recognized

in the statement of operations each reporting period.

As of March 31, 2026 and June 30, 2025, 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 (see also Concentration of Credit Risk below).

Restricted Cash

The Company maintains restricted cash, which is

to be used for the purchase of Dogecoin, and related operating expenses, as part of its treasury strategy.

Concentration of Credit Risk

Financial instruments, which potentially subject

the Company to significant concentration of credit risk, consist of cash for both the CleanCore and Treasury operating segments (see Note

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.

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 March 31,

2025 and June 30, 2025, the Company maintained an allowance for slow-moving and inventory obsolescence of $ 685,466 and $ 37,420 , respectively.

Digital Assets

In December 2023, the Financial Accounting

Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

2023-08, Intangibles—Goodwill

and Other—Crypto Assets (Subtopic 350-60):

Accounting for and Disclosure of Crypto Assets (“ASU 2023-08”).

2023-08 requires in-scope crypto assets (including the Company’s dogecoin holdings) to be measured at fair value in the

statement of financial position, with gains and losses from changes in the fair value of such crypto assets recognized in the

statement of operations each reporting period.

ASU 2023-08 also requires certain interim and annual disclosures for crypto assets

1 unchanged sentence

The Company adopted this guidance effective September 2025.

Company accounts for its digital assets, which are currently comprised solely of Dogecoin, as indefinite-lived intangible assets in accordance

with ASC 350-60 (Intangibles – Goodwill and Other – Crypto Assets).

The Company has ownership and control over its digital

assets and uses a well-known crypto custodian to secure it.

Company’s digital assets are initially recorded at cost, with the cost basis determined using the weighted average cost (“WAC”)

Upon disposal, the cost basis of the digital assets sold is determined using the WAC method.

assets are measured at fair value at each reporting period.

The Company determines the fair value of Dogecoin in accordance with ASC

820 (Fair Value Measurement), based on the period-end quoted (unadjusted) prices in the Company’s principal market.

fair value are recognized at each reporting date within the change in fair value of digital assets line item in the statement of operations.

SOLUTIONS, INC.

TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025 AND 2024

vast majority of the Company’s assets are concentrated in its Dogecoin holdings.

Dogecoin is a digital asset, which is a novel

asset class that is subject to significant legal, commercial, regulatory and technical uncertainty.

Holding Dogecoin does not generate

any cash flows and involves custodial fees and other costs.

Additionally, the price of Dogecoin has historically experienced significant

price volatility, and a significant decrease in the price of Dogecoin would adversely affect the Company’s financial condition

and results of operations.

The Company’s strategy of acquiring and holding Dogecoin also exposes it to counterparty risks with

respect to the custody of its Dogecoin, cybersecurity risks, and other risks inherent to holding a digital asset.

In particular, the

Company is subject to the risk that, if its private keys with respect to its digital assets are lost or destroyed or other similar circumstances

or events occur, the Company may lose some or all of its digital assets, which could materially adversely affect the Company’s

financial condition and results of operations.

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 pre-funded warrants offering closed on September 5, 2025, a total of $ 1,078,967 deferred

costs were charged against the gross proceeds of the offering for the six months ended December 31, 2025.

These offering costs included

fees paid to underwriters, attorneys, accountants as well as printers and other third parties directly related to the offering.

such as management salaries or other general administrative expenses that are not incremental to the offering are not included in the

deferred costs.

Loss Per Share of Common Stock

net loss per share is calculated by dividing the net loss by the weighted-average number of common shares 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, warrants and convertible debt are considered to be potentially

dilutive securities.

As of December 31, 2025 and June 30, 2025, there were 27,225,926 and 1,729,477 , 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 three and six months ended December 31, 2025 and 2024, diluted net loss per common share is the same as basic net

loss per common share for such periods.

Accounting Standards

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.

adopted this guidance effective September 2025.

December 2023, the FASB issued ASU No.

The Company accounts for its digital assets, which

are currently comprised solely of Dogecoin, as indefinite-lived intangible assets in accordance with ASC 350-60 (Intangibles – Goodwill

and Other – Crypto Assets).

The Company has ownership and control over its digital assets and uses a well-known crypto custodian

to secure it.

The Company’s digital assets are initially

recorded at cost, with the cost basis determined using the weighted average cost (“WAC”) method.

Upon disposal, the cost basis

of the digital assets sold is determined using the WAC method.

Digital assets are measured at fair value at each

reporting period.

The Company determines the fair value of Dogecoin in accordance with ASC 820 (Fair Value Measurement), based on the

period-end quoted (unadjusted) prices in the Company’s principal market.

Changes in fair value are recognized at each reporting

date within the change in fair value of digital assets line item in the statement of operations.

Upon disposal, the net cash received

is subtracted from the cost basis of assets sold to determine the change in fair value of digital assets for the disposed assets.

The vast majority of the Company’s assets

are concentrated in its Dogecoin holdings.

Dogecoin is a digital asset, which is a novel asset class that is subject to significant legal,

commercial, regulatory and technical uncertainty.

Holding Dogecoin does not generate any cash flows and involves custodial fees and other

Additionally, the price of Dogecoin has historically experienced significant price volatility, and a significant decrease in the

price of Dogecoin would adversely affect the Company’s financial condition and results of operations.

The Company’s strategy

of acquiring and holding Dogecoin also exposes it to counterparty risks with respect to the custody of its Dogecoin, cybersecurity risks,

and other risks inherent to holding a digital asset.

In particular, the Company is subject to the risk that, if its private keys with

respect to its digital assets are lost or destroyed or other similar circumstances or events occur, the Company may lose some or all of

its digital assets, which could materially adversely affect the Company’s financial condition and results of operations.

Deferred Offering Costs

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

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

As the pre-funded warrants offering closed on September 5, 2025, a total of $ 1,078,967 deferred costs were charged against

the gross proceeds of the offering for the nine months ended March 31, 2026.

These offering costs included fees paid to underwriters,

attorneys, 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.

Net Loss Per Share of Common Stock

Basic net loss per share is calculated by dividing

the net loss by the weighted-average number of common shares outstanding during the period, without consideration for potentially dilutive

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

As of March 31, 2026 and

June 30, 2025, there were 33,866,681 and 1,729,477 , 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 three and nine months ended

March 31, 2026 and 2025, diluted net loss per common share is the same as basic net loss per common share for such periods.

Recent Accounting Standards

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

Segment Reporting (Topic 280):

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

primarily through enhanced disclosures about significant segment expenses.

The Company adopted this guidance effective September 2025.

In December 2023, the FASB issued ASU No.

Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60):

for and Disclosure of Crypto Assets (“ASU 2023-08”).

ASU 2023-08 requires in-scope crypto assets (including the Company’s

dogecoin holdings) to be measured at fair value in the statement of financial position, with gains and losses from changes in the fair

value of such crypto assets recognized in the statement of operations each reporting period.

ASU 2023-08 also requires certain interim

and annual disclosures for crypto assets within the scope of the standard.

Accounting for and Disclosure of Crypto Assets (“ASU

ASU 2023-08 requires in-scope crypto assets (including the Company’s dogecoin holdings) to be measured at fair

value in the statement of financial position, with gains and losses from changes in the fair value of such crypto assets recognized in

the statement of operations each reporting period.

ASU 2023-08 also requires certain interim and annual disclosures for crypto assets

within the scope of the standard.

The Company adopted this guidance effective September 2025.

Pronouncements Pending Adoption

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 is effective for fiscal

years beginning after December 15, 2024.

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 is effective for fiscal years beginning after December 15, 2024.

Early adoption is permitted for annual financial statements that have not yet been issued.

amendments should be applied on a prospective basis although retrospective application is permitted.

The Company is currently evaluating

the effects of this pronouncement on its financial statements and disclosures.

SOLUTIONS, INC.

TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025 AND 2024

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.

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 after December15,

The amendments should be applied on a prospective

basis although retrospective application is permitted.

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

statements and disclosures.

In November 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 after December 15, 2027.

Early adoption is permitted.

The Company is evaluating the impact that adoption of this provision may have on its consolidated

financial statements.

December 2024, the FASB issued ASU 2024-03, Debt—Debt with Conversion and Other Options (Subtopic 470- 20):

Induced Conversions

of Convertible Debt Instruments .

The 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 statements.

The Company is evaluating the

impact that adoption of this provision may have on its consolidated financial statements.

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:

The following table disaggregates revenue by product

category for the following periods:

Three Months Ended

Six Months Ended

Nine Months Ended

Janitorial and Sanitation

Total revenue

“Other” category of revenue consists primarily of sales ice and laundry units, parts, accessories, shipping and handling,

and equipment rental income.

following table disaggregates revenue by geographical region for the following periods:

The “Other” category of revenue consists

primarily of sales ice and laundry units, parts, accessories, shipping and handling, and equipment rental income.

The following table disaggregates revenue by geographical

region for the following periods:

Three Months Ended

Six Months Ended

Nine Months Ended

International

1 unchanged sentence

Cash and Cash Equivalents

and cash equivalents consists of the following at:

Cash and cash equivalents consists of the following

Checking and savings

Restricted cash

Total cash and cash equivalents

Restricted Cash

Restricted cash consists of the following at:

Restricted cash

Total restricted cash

Asset Acquisition

April 15, 2025, the Company completed its acquisition of specified assts of Sanzonate Europe Ltd.

On April 15, 2025, the Company completed its acquisition

of specified assts of Sanzonate Europe Ltd.

(“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 Europe.

SOLUTIONS, INC.

TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025 AND 2024

total cost of the assets consisted of the following:

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 Europe.

The total cost of the assets consisted of the following:

Consideration

2 unchanged sentences

Direct acquisition-related costs

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 was due and payable on April 15, 2027.

The promissory note was issued at market and therefore, the carrying amount represents

On August 26, 2025, all remaining principal and interest due under this note in the amount of $ 819,766 was converted into

415,584 shares of common stock.

warrant is for the purchase up to 425,000 shares of 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 .

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.

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 acquired.

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.

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 .

total cost of the assets was allocated to the acquired assets in accordance with ASC 805-50, Acquisition of Assets Rather than a Business ,

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 was due and payable on April

The promissory note was issued at market and therefore, the carrying amount represents fair value.

On August 26, 2025, all remaining

principal and interest due under this note in the amount of $ 819,766 was converted into 415,584 shares of common stock.

The warrant is for the purchase up to 425,000

shares of 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:

Allocated Cost

1 unchanged sentence

Distribution agreements

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.

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 .

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 .

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 .

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.

Key inputs and assumptions include projected cash flows and the discount rate used to calculate

the present value of such cash flows.

In addition, all long-lived assets will be tested for impairment when events and circumstances

indicate the assets might be impaired.

SOLUTIONS, INC.

TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025 AND 2024

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

Note Receivable, Related Party

Note Receivable consists of the following at:

Note Receivable

Total Note Receivable

During the three months ended March 31, 2026, the Company entered into a loan agreement with a company to which a significant shareholder,

Devlin DeFrancesco, is a paid advisor.

The loan agreement is for $ 1,000,000 for one year, with a maturity date of February 20, 2027 , paying

interest monthly at an annualized rate of 15 %.

No principal payments have been received or are due until the maturity date.

8, 2026, the Company has received $ 13,819 in interest payments.

Prepaid Expenses and Other Current Assets

expenses and other current assets consists of the following at:

Prepaid expenses and other current assets consists

of the following at:

Prepaid inventory parts

3 unchanged sentences

Total prepaid expenses and other current assets

consists of the following at:

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 adjusted the inventory reserve to $ 215,527

as of December 31, 2025 from $ 37,420 as of June 30, 2025.

Company’s digital asset holdings are comprised of the following at:

The Company values inventory at the balance sheet

date using the weighted average method.

The Company adjusted the inventory reserve to $ 685,466 as of March 31, 2026 from $ 37,420 as of

June 30, 2025.

Digital Assets

The Company’s digital asset holdings are

comprised of the following at:

Number of Dogecoin held

3 unchanged sentences

Unrealized loss on digital assets

fair value per share used to compute the digital assets carrying fair value as of December 31, 2025 was $ 0.117665 .

SOLUTIONS, INC.

TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025 AND 2024

$ ( 78,020,010 )

Loss on digital assets

( 29,364,518 )

Change in fair value of digital assets

$ ( 107,384,528 )

For the three months ended March, 31, 2026, the

company sold an aggregate of 200,000,000 units of Dogecoin for net proceeds of $ 18,368,360 , resulting in a loss of $ 29,364,518 , which

is included in Change in Fair Value of Digital Assets on the Financial Statements.

The fair value per share used to compute the digital

assets carrying fair value as of March 31, 2026 was $ 0.092303 .

Intangible Assets

assets consist of the following at:

Intangible assets consist of the following at:

Distribution agreements

1 unchanged sentence

Total intangible assets, net

Company holds 16 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 $ 58,239 and $ 38,499 for the three months ended December 31, 2025 and 2024, respectively, and $ 132,791

and $ 76,998 for the six months ended December 31, 2025 and 2024, respectively.

The Company holds 16 patents, which are included

in technology.

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

of nanobubbles.

Amortization expense related to intangibles was

$ 58,526 and $ 38,499 for the three months ended March 31, 2026 and 2025, respectively, and $ 193,375 and $ 115,497 for the nine months ended

March 31, 2026 and 2025, 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

3 unchanged sentences

Accrued legal

Executive compensation

Digital asset management fees

Consulting fees

Contract termination

1 unchanged sentence

Total accounts payable and other accrued expenses

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.

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

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

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

SOLUTIONS, INC.

TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025 AND 2024

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 Note”).

Promissory Notes

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 Note”).

The Burlington Note had a new principal amount of $ 2,366,160 , accrued

1 unchanged sentence

$ 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 .

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 common stock.

On August 27, 2025, the Company and Burlington entered into a conversion

agreement pursuant to which all remaining principal and accrued interest due under the Burlington Note in the amount of $ 1,785,342 was

converted into 1,000,000 shares of common stock.

to the Burlington Assignment Agreement, the Company also issued a promissory note to WW in the principal amount of $ 633,840 (the “WW

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 .

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”).

The Rohwer Note was due and payable

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 common stock.

On August 27, 2025, the

Company and Burlington entered into a conversion agreement pursuant to which all remaining principal and accrued interest due under

the Burlington Note in the amount of $ 1,785,342 was converted into 1,000,000 shares of common stock.

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”).

The Rohwer Note was due and payable on December 31, 2024.

On December 30, 2024,

On December 30, 2024, the Company repaid the Rohwer Note in full.

Please see Note 13 for a description of the promissory

note issued to Gary Hollst.

April 15, 2025, CleanCore Global issued a 10 % subordinated promissory note in the principal amount of $ 800,000 to Sanzonate.

bore interest at a rate of 10 % per annum, payable quarterly, and was due and payable on April 15, 2027 .

On August 26, 2025, the Company

and Sanzonate entered into a conversion agreement pursuant to which all remaining principal and accrued interest due under this note

in the amount of $ 819,766 was converted into 415,584 shares of common stock.

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 common stock at an exercise price of $ 1.06 per share for an aggregate purchase price of $ 1,010,000 .

The notes bore interest at a rate

of 12 % per annum, payable quarterly, and were due and payable on April 16, 2027 .

On August 26, 2025, the Company and the holder of a

12 % unsecured promissory note in the principal amount of $ 350,000 entered into a conversion agreement pursuant to which all remaining

principal and accrued interest due under this note in the amount of $ 405,417 was converted into 85,366 shares of common stock.

5, 2025, the outstanding principal balance of the remaining notes of $ 660,000 and accrued interest balance of $ 14,300 was paid in full.

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 common stock at an exercise price

of $ 1.06 per share for a purchase price of $ 500,000 .

The note bore interest at a rate of 12 % per annum, payable quarterly, and was due

and payable on June 6, 2027 .

On August 26, 2025, the Company and the holder entered into a conversion agreement pursuant to which all

remaining principal and accrued interest due under this note in the amount of $ 579,167 was converted into 243,902 shares of common stock.

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 common stock at an exercise price of $ 2.00 per share for a purchase

price of $ 500,000 .

This note was due and payable on October 10, 2025 and accrued interest at a rate of 15 % per annum.

On August 26, 2025,

the Company and the holder entered into a conversion agreement pursuant to which all remaining principal and accrued interest due under

this note in the total amount of $ 532,181 was converted into 126,829 shares of common stock.

SOLUTIONS, INC.

TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025 AND 2024

the Company repaid the Rohwer Note in full.

Please see Note 15 for a description of the promissory note issued to Gary Hollst.

On April 15, 2025, CleanCore Global issued a 10 %

subordinated promissory note in the principal amount of $ 800,000 to Sanzonate.

The note bore interest at a rate of 10 % per annum, payable

quarterly, and was due and payable on April 15, 2027 .

On August 26, 2025, the Company and Sanzonate entered into a conversion agreement

pursuant to which all remaining principal and accrued interest due under this note in the amount of $ 819,766 was converted into 415,584

shares of common stock.

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 common stock at an exercise price of $ 1.06 per

share for an aggregate purchase price of $ 1,010,000 .

The notes bore interest at a rate of 12 % per annum, payable quarterly, and were due

and payable on April 16, 2027 .

On August 26, 2025, the Company and the holder of a 12 % unsecured promissory note in the principal amount

of $ 350,000 entered into a conversion agreement pursuant to which all remaining principal and accrued interest due under this note in

the amount of $ 405,417 was converted into 85,366 shares of common stock.

On September 5, 2025, the outstanding principal balance of the

remaining notes of $ 660,000 and accrued interest balance of $ 14,300 was paid in full.

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 common stock at an exercise price of $ 1.06 per share for a purchase price of $ 500,000 .

The note bore interest at a rate of 12 % per annum, payable quarterly, and was due and payable on June 6, 2027 .

On August 26, 2025, the

Company and the holder entered into a conversion agreement pursuant to which all remaining principal and accrued interest due under this

note in the amount of $ 579,167 was converted into 243,902 shares of common stock.

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 common stock at an exercise price of $ 2.00 per share for a purchase price of $ 500,000 .

This note was due and payable on October

10, 2025 and accrued interest at a rate of 15 % per annum.

On August 26, 2025, the Company and the holder entered into a conversion agreement

pursuant to which all remaining principal and accrued interest due under this note in the total amount of $ 532,181 was converted into

126,829 shares of common stock.

Related Party Transactions

of December 31, 2025 and June 30, 2025, the Company had a short-term amount due to Clayton Adams, its Chief Executive Officer and founder,

in the amount of $ 3,195 and $ 41,895 , respectively, for operational expenses paid by a credit card in his name.

The Company has a verbal

agreement with Mr.

Adams to pay the credit card charges directly to the issuing financial institution as they become due and is current

on these payments.

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.

to the consulting agreement, the Company agreed to pay Birddog a monthly fee of $ 6,000 commencing on October 17, 2022.

The Company also

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

As of March 31, 2026 and June 30, 2025, the Company

had a short-term amount due to Clayton Adams, its former Chief Executive Officer and founder, in the amount of $ 11,070 and $ 41,895 , respectively,

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

The Company has a verbal agreement with Mr.

Adams to pay the credit card charges

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

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.

Pursuant to the consulting agreement, the Company

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

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

business expenses.

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

1, 2024, the Company entered into a new consulting agreement with Birddog which provides for a monthly fee of $ 22,000 .

In addition, the

Company agreed to pay Birddog $ 175,000 upon completion of the initial public offering and grant Birddog 500,000 restricted stock units,

with 250,000 shares vesting immediately and 250,000 shares vesting eighteen months after issuance.

The Company did not make such payment

or issue such shares upon completion of the initial public offering.

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.

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

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

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

of the initial public offering and grant Birddog 500,000 restricted stock units, with 250,000 shares vesting immediately and 250,000 shares

vesting eighteen months after issuance.

The 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 paid the $ 175,000 in full in August 2025.

On September 5, 2025, the Company entered into an Executive Employment Agreement with Clayton Adams, which immediately nullified

the consulting agreement, which was set to expire on October 23, 2025 .

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 at such time 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.

As of December 31, 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 $ 13,550 .

March 26, 2024, the Company entered into a loan agreement with Clayton Adams, pursuant to which the Company issued a revolving credit

Adams in the principal amount of up to $ 500,000 .

On September 5, 2025, the Company entered into an Executive Employment

Agreement with Clayton Adams, which immediately nullified the consulting agreement, which was set to expire on October 23, 2025 .

On July 27, 2023, the Company agreed to purchase

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

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

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

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

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

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

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

As of March 31, 2026, the Company has purchased $ 12,578 of the inventory, with an outstanding payable balance of $ 105,000 , and has an

accrued interest balance of $ 15,372 .

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.

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;

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 December 31, 2025, no advances have been made, and the principal amount of this note is $ 0 .

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 to Mr.

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 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 common stock, which shares were subsequently surrendered by Mr.

and cancelled.

SOLUTIONS, INC.

TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025 AND 2024

December 24, 2024, the Company issued a 20 % original issue discount promissory note in the principal amount of $ 415,241 to Clayton Adams.

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 March 31, 2026, 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 to Mr.

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 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 common stock, which shares were subsequently surrendered by Mr.

Hollst and cancelled.

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.

entered into a note sale assignment and cancellation agreement with Travis Buchanan, the Company’s President, pursuant to

Adams sold and assigned $ 125,000 of the note to Mr.

Buchanan for a purchase price of $ 100,000 .

such assignment, the Company issued a 20 % original issue discount promissory note in the principal amount of $ 290,241.25 to Mr.

This note accrued interest at a rate of 8 % per annum and 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

Following such assignment,

the Company issued a 20 % original issue discount promissory note in the principal amount of $ 290,241.25 to Mr.

accrued interest at a rate of 8 % per annum and 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

On September 5, 2025, the outstanding principal balance and accrued interest due in the amount of $ 304,295 was paid in

the assignment described above, the Company issued a 20 % original issue discount promissory note in the principal amount of $ 125,000

This note accrued interest at a rate of 8 % per annum and was originally due and payable on June 30, 2025.

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.

On September 5, 2025, the outstanding principal balance of this note and accrued interest due in

the amount of $ 131,053 was paid in full.

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 10) 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 common stock at an exercise price of $ 1.06

On September 5, 2025, the outstanding principal balance of this note and accrued interest due in the amount of $ 10,217 was

paid in full.

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 US.

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 December 31, 2025, the outstanding principal balance of this

note is $ 475,000 and it has an accrued interest balance of $ 17,572 .

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 accrued interest

at a rate of 8 % per annum and 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.

On September 5,

2025, the outstanding principal balance of this note and accrued interest due in the amount of $ 131,053 was paid in full.

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 10) 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 common stock at an exercise price of $ 1.06 per share.

On September 5, 2025, the outstanding principal

balance of this note and accrued interest due in the amount of $ 10,217 was paid in full.

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 March 31, 2026, the outstanding principal balance of this note is $ 475,000 and it has an accrued interest

balance of $ 25,606 .

This loan and related interest is eliminated in consolidation.

September 5, 2025, the Company entered into an option agreement with Clayton Adams, pursuant to which the Company granted Mr.

irrevocable option to elect, in his sole discretion, at any time commencing on the date that is one hundred eighty (180) days after the

closing of the offering that was completed on September 5, 2025, and ending on the third (3 rd ) anniversary of such date, to

either (i) direct the Company to consummate a spin-off of the Company’s business and operations as conducted immediately prior

to the closing of such offering, excluding any digital asset treasury business or other business lines commenced after such date, and

including all assets, liabilities and employees primarily related thereto (the “Legacy Business”), or (ii) acquire, or cause

one or more entities designated by Mr.

Adams to acquire, the Legacy Business at a price proposed by Mr.

Adams that he believes falls

within a range that is considered fair, from a financial point of view, for the Legacy Business and that is confirmed as fair from a

financial point of view by a fairness opinion (the “Option Price”).

The Option Price will assume that the Legacy Business

will have at least $ 500,000 in unrestricted cash and cash equivalents at the time of such spin-off or acquisition, and if the unrestricted

cash and cash equivalents of the Legacy Business are less than such amount, the Option Price shall be reduced, dollar for dollar, by

the amount of such shortfall.

In accordance with ASC 718 ( Share-based Compensation ) and ASC 815 ( Derivatives and Hedging ),

as the contingent arrangement has no economic value at grant or exercise, no accounting treatment is required by the Company as of December

On September 5, 2025, the Company entered into

an option agreement with Clayton Adams, pursuant to which the Company granted Mr.

Adams an irrevocable option to elect, in his sole discretion,

at any time commencing on the date that is one hundred eighty (180) days after the closing of the offering that was completed on September

5, 2025, and ending on the third (3 rd ) anniversary of such date, to either (i) direct the Company to consummate a spin-off

of the Company’s business and operations as conducted immediately prior to the closing of such offering, excluding any digital asset

treasury business or other business lines commenced after such date, and including all assets, liabilities and employees primarily related

thereto (the “Legacy Business”), or (ii) acquire, or cause one or more entities designated by Mr.

Adams to acquire, the Legacy

Business at a price proposed by Mr.

Adams that he believes falls within a range that is considered fair, from a financial point of view,

for the Legacy Business and that is confirmed as fair from a financial point of view by a fairness opinion (the “Option Price”).

The Option Price will assume that the Legacy Business will have at least $ 500,000 in unrestricted cash and cash equivalents at the time

of such spin-off or acquisition, and if the unrestricted cash and cash equivalents of the Legacy Business are less than such amount, the

Option Price shall be reduced, dollar for dollar, by the amount of such shortfall.

In accordance with ASC 718 ( Share-based Compensation )

and ASC 815 ( Derivatives and Hedging ), as the contingent arrangement has no economic value at grant or exercise, no accounting

treatment is required by the Company as of March 31, 2026.

Stockholders’ Equity

October 13, 2025, the Company filed Amended and Restated Articles of Incorporation which (i) removed the dual class structure of the

Company’s common stock and (ii) increased the number of shares of common stock that the Company is authorized to issue to 6,942,000,000

Accordingly, as of December 31, 2025, the Company’s authorized capital stock consists of 6,942,000,000 shares of common

stock, par value $ 0.0001 per share, and 50,000,000 shares of “blank check” preferred stock, par value $ 0.0001 per share.

In connection with this change, all shares of the Company’s class B common stock were reclassified as common stock.

all references herein to “common stock” issued prior to October 13, 2025 are to the Company’s prior class B common

SOLUTIONS, INC.

TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025 AND 2024

the Six Months Ended December 31, 2025

August 20, 2025, the Company issued 375,000 shares of common stock pursuant to the terms of a settlement agreement with Boustead Securities,

August 27, 2025, the Company issued 200,000 shares of common stock to a service provider in exchange for the cancellation of amounts

owed for legal services in the amount of $ 416,904 .

August 29, 2025, the Company issued 90,172 shares of common stock upon a cashless exercise of stock options granted under the Company’s

2022 Equity Incentive Plan, as amended (the “2022 Plan”).

September 2, 2025, the Company issued 200,000 shares of common stock to a service provider in exchange for the cancellation of amounts

owed for legal services in the amount of $ 250,000 .

September 5, 2025, all remaining 1,875,795 shares of class A common stock were converted into 1,875,795 shares of common stock.

September 23, 2025, the Company issued an aggregate of 163,805,420 shares of common stock upon the exercise of pre-funded warrants issued

on September 5, 2025 (see Warrants below).

October 13, 2025, the Company issued 4,999,750 shares of common stock upon the cashless exercise of a pre-funded warrant issued on September

November 17, 2025, the Company issued 4,000,000 shares of common stock to a service provider.

the six months ended December 31, 2025, the Company issued an aggregate of 44,114 shares of common stock upon the cashless exercise of

other warrants.

the six months ended December 31, 2025, the Company issued an aggregate of 300,686 shares of common stock upon the exercise of warrants

for proceeds of $ 370,288 .

the six months ended December 31, 2025, the Company issued an aggregate of 1,871,681 shares of common stock upon the settlement of debt

in the amount of $ 4,089,692 (see also Notes 12 and 13).

the six months ended December 31, 2025, the Company issued an aggregate of 14,765,000 shares of common stock upon the grant of restricted

stock awards under the 2022 Plan, as described in more detail below.

the six months ended December 31, 2025, the Company issued an aggregate of 280,904 shares of common stock upon the vesting of restricted

stock unit awards granted under the 2022 Plan.

the six months ended December 31, 2025, the Company issued an aggregate of 8,579,273 shares of common stock under the Sales Agreement

for gross proceeds of $ 26,399,778 and net proceeds of approximately $ 25,608,235 .

December 31, 2025, stockholders surrendered an aggregate of 909,621 shares of common stock to the Company for cancellation.

of December 31, 2025, there were 210,439,401 shares of common stock issued and outstanding.

the Six Months Ended December 31, 2024

October 30, 2024, 270,000 shares of class A common stock were converted into 270,000 shares of common stock.

the six months ended December 31, 2024, the Company issued an aggregate of 39,664 shares of common stock upon the vesting of a restricted

stock unit awards granted under the 2022 Plan.

SOLUTIONS, INC.

TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025 AND 2024

options were issued during the six months ended December 31, 2025.

During the six months ended December 31, 2025, a holder exercised

a stock option issued under the 2022 Plan on a cashless basis for 90,172 shares of common stock, resulting in the forfeiture of 29,828

In addition, an aggregate of 238,125 options were forfeited following termination of service.

September 5, 2025, the Company completed an offering of pre-funded warrants to purchase an aggregate of 175,000,420 shares of common

stock for aggregate gross proceeds of $ 175,000,420 , of which $ 148,650,530 was paid in cash and $ 26,349,890 was paid in cryptocurrency.

After deducting placement agent fees, reimbursed expenses, and other offering expenses from the total gross proceeds, including both

cash and cryptocurrency gross proceeds, the Company received net proceeds of approximately $ 164,257,145 .

The pre-funded warrants have

a nominal exercise price of $ 0.0001 (subject to standard adjustments for stock splits, stock dividends, recapitalizations, mergers and

similar transactions), include a cashless exercise provision, and may be exercised at any time until all of the pre-funded warrants are

exercised in full.

On September 23, 2025, 163,805,420 of the pre-funded warrants were exercised for 163,805,420 shares of common stock.

On October 13, 2025, 5,000,000 of the pre-funded warrants were exercised on a cashless basis for 4,999,750 shares of common stock, resulting

in the forfeiture of 250 pre-funded warrants.

As of December 31, 2025, the Company has a remaining current liability of $ 6,195,000 for

the unexercised pre-funded warrants.

connection with this offering and as partial compensation for their services, on September 5, 2025, the Company issued a five-year warrant

to purchase 3,150,008 shares of common stock to Maxim Group LLC and a five-year warrant to purchase 2,100,005 shares of common stock

to Curvature Securities LLC and its affiliates.

These warrants have an exercise price of $ 1.33 (subject to standard adjustments for stock

splits, stock dividends, recapitalizations, mergers and similar transactions) and may be exercised on a cashless basis if there is no

effective registration statement registering the shares underlying the warrants or the prospectus contained therein is not available

for the resale of such shares by the holder.

September 5, 2025, the Company also issued to the Asset Manager (i) a five-year warrant to purchase 8,750,021 shares of common stock

at an exercise price of $ 1.00 (subject to standard adjustments for stock splits, stock dividends, recapitalizations, mergers and similar

transactions) and (ii) a five-year warrant to purchase 5,250,013 shares of common stock at an exercise price of $ 1.33 (subject to standard

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

These warrants may be exercised

on a cashless basis if there is no effective registration statement registering the shares underlying the warrants or the prospectus

contained therein is not available for the resale of such shares by the holder.

of the foregoing warrants contain a beneficial ownership limitation which provides that the Company will not effect any exercise, and

a holder will not have the right to exercise, any portion of a warrant to the extent that, after giving effect to the exercise, such

holder (together with such holder’s affiliates) would beneficially own in excess of 4.99 % (or, at the election of the holder, 9.99 %)

of the number of shares of common stock outstanding immediately after giving effect to the issuance of shares issuable upon such exercise, which

such percentage may be increased or decreased, but not in excess of 9.99 %, by the holder upon at least sixty-one ( 61 ) days’

prior notice to the Company.

the six months ended December 31, 2025, an aggregate of 300,686 previously issued warrants were exercised for proceeds of $ 370,288 .

addition, an aggregate of 44,114 other warrants were exercised on a cashless basis, resulting in the forfeiture of 55,886 warrants.

July 1, 2025, the Company granted a restricted stock award under the 2022 Plan for 30,000 shares of common stock, which vested in full

on the date of grant.

July 21, 2025, the Company granted a restricted stock award under the 2022 Plan for 250,000 shares of common stock, with half of the

shares vesting on the date of grant and the remaining shares vesting quarterly for 5 quarters.

On December 31, 2025, the Company entered

into a share surrender agreement with the holder, pursuant to which this restricted stock award agreement was terminated and all shares

granted pursuant thereto were surrendered to the Company for cancellation.

SOLUTIONS, INC.

TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025 AND 2024

July 21, 2025, the Company granted a restricted stock unit award under the 2022 Plan for 100,000 shares of common stock, which vest based

on certain revenue targets.

August 21, 2025, the Company granted a restricted stock award under the 2022 Plan for 725,000 shares of common stock, which vested in

full on the date of grant.

September 5, 2025, the Company granted a restricted stock unit award under the 2022 Plan for 360,000 shares of common stock, which vest

monthly over one year commencing on October 5, 2025.

September 5, 2025, the Company granted a restricted stock unit award under the 2022 Plan for 120,000 shares of common stock, which vest

monthly over one year commencing on October 5, 2025.

September 9, 2025, the Company granted a restricted stock award under the 2022 Plan for 15,000 shares of common stock, which vested in

full on the date of grant.

September 9, 2025, the Company granted a restricted stock award under the 2022 Plan for 20,000 shares of common stock, which vested in

full on the date of grant.

September 25, 2025, the Company granted a restricted stock award under the 2022 Plan for 175,000 shares of common stock, which vested

in full on the date of grant.

On December 31, 2025, the Company entered into a share surrender agreement with the holder, pursuant to

which this restricted stock award agreement was terminated and all shares granted pursuant thereto were surrendered to the Company for

cancellation.

October 6, 2025, the Company granted a restricted stock unit award under the 2022 Plan for 94,340 shares of common stock, which vest

quarterly commencing on January 1, 2026.

October 13, 2025, the Company granted a restricted stock award under the 2022 Plan for 4,000,000 shares of common stock, which vested

in full on the date of grant.

October 13, 2025, the Company granted a restricted stock award under the 2022 Plan for 3,250,000 shares of common stock, which vested

in full on the date of grant.

October 20, 2025, the Company granted two restricted stock awards for an aggregate of 300,000 shares of common stock, which vested in

full on the date of grant.

November 17, 2025, the Company granted a restricted stock award under the 2022 Plan for 6,000,000 shares of common stock, which vested

in full on the date of grant.

stock compensation expense was $ 6,673,580 and $ 149,403 for the three months ended December 31, 2025 and 2024, respectively, and was $ 7,841,355

and $ 331,802 for the six months ended December 31, 2025 and 2024, respectively.

In addition, $ 45,640,112 of warrants issued to consultants

was recorded as an offset to equity as of December 31, 2025.

As of December 31, 2025, total unrecognized stock compensation expense was

$ 1,829,777 with the weighted average period over which it is expected to be recognized of 0.86 years.

SOLUTIONS, INC.

TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025 AND 2024

On October 13, 2025, the Company filed Amended

and Restated Articles of Incorporation which (i) removed the dual class structure of the Company’s common stock and (ii) increased

the number of shares of common stock that the Company is authorized to issue to 6,942,000,000 shares.

Accordingly, as of December 31,

2025, the Company’s authorized capital stock consists of 6,942,000,000 shares of common stock, par value $ 0.0001 per share, and

50,000,000 shares of “blank check” preferred stock, par value $ 0.0001 per share.

In connection with this change, all shares

of the Company’s class B common stock were reclassified as common stock.

Accordingly, all references herein to “common stock”

issued prior to October 13, 2025 are to the Company’s prior class B common stock.

For the Nine Months Ended March 31, 2026

On August 20, 2025, the Company issued 375,000

shares of common stock pursuant to the terms of a settlement agreement with Boustead Securities, LLC.

On August 27, 2025, the Company issued 200,000

shares of common stock to a service provider in exchange for the cancellation of amounts owed for legal services in the amount of $ 416,904 .

On August 29, 2025, the Company issued 90,172

shares of common stock upon a cashless exercise of stock options granted under the Company’s 2022 Equity Incentive Plan, as amended

(the “2022 Plan”).

On September 2, 2025, the Company issued 200,000

shares of common stock to a service provider in exchange for the cancellation of amounts owed for legal services in the amount of $ 250,000 .

On September 5, 2025, all remaining 1,875,795

shares of class A common stock were converted into 1,875,795 shares of common stock.

On September 23, 2025, the Company issued an aggregate

of 163,805,420 shares of common stock upon the exercise of pre-funded warrants issued on September 5, 2025 (see Warrants below).

On October 13, 2025, the Company issued 4,999,750

shares of common stock upon the cashless exercise of a pre-funded warrant issued on September 5, 2025.

On November 17, 2025, the Company issued 4,000,000

shares of common stock to a service provider.

On December 31, 2025, stockholders surrendered

an aggregate of 909,621 shares of common stock to the Company for cancellation.

On February 10, 2026, an aggregate of 840,000 shares of

common stock were reissued these stockholders.

On February 10, 2026, an aggregate of 840,000

shares of common stock were issued to stockholders who had previously surrendered restricted shares as described below.

On February 10, 2026 and February 27, 2026, the

Company issued an aggregate of 10,400,000 shares of common stock to service providers.

During the nine months ended March 31, 2026, the

Company issued an aggregate of 44,114 shares of common stock upon the cashless exercise of other warrants.

During the nine months ended March 31, 2026, the

Company issued an aggregate of 300,686 shares of common stock upon the exercise of warrants for proceeds of $ 370,288 .

During the nine months ended March 31, 2026, the

Company issued an aggregate of 1,871,681 shares of common stock upon the settlement of debt in the amount of $ 4,089,692 (see also Notes

During the nine months ended March 31, 2026, the

Company issued an aggregate of 14,765,000 shares of common stock upon the grant of restricted stock awards under the 2022 Plan, as described

in more detail below.

During the nine months ended March 31, 2026, the

Company issued an aggregate of 437,733 shares of common stock upon the vesting of restricted stock unit awards granted under the 2022

During the nine months ended March 31, 2026, the

Company issued an aggregate of 8,579,273 shares of common stock under the Sales Agreement for gross proceeds of $ 26,399,778 and net proceeds

of approximately $ 25,608,235 .

As of March 31, 2026, there were 221,836,230 shares

of common stock issued and outstanding.

For the Nine Months Ended March 31, 2025

On October 30, 2024, 270,000 shares of class A

common stock were converted into 270,000 shares of common stock.

On January 2, 2025, 20,000 shares of common stock

were issued under a separation agreement.

During the nine months ended March 31, 2025, the

Company issued an aggregate of 127,162 shares of common stock upon the vesting of a restricted stock unit awards granted under the 2022

Stock Options

No options were issued during the nine months

ended March 31, 2026.

During the nine months ended March 31, 2026, a holder exercised a stock option issued under the 2022 Plan on a cashless

basis for 90,172 shares of common stock, resulting in the forfeiture of 29,828 options.

In addition, an aggregate of 238,125 options were

forfeited following termination of service.

On September 5, 2025, the Company completed an

offering of pre-funded warrants to purchase an aggregate of 175,000,420 shares of common stock for aggregate gross proceeds of $ 175,000,420 ,

of which $ 148,650,530 was paid in cash and $ 26,349,890 was paid in cryptocurrency.

After deducting placement agent fees, reimbursed expenses,

and other offering expenses from the total gross proceeds, including both cash and cryptocurrency gross proceeds, the Company received

net proceeds of approximately $ 164,257,145 .

The pre-funded warrants have a nominal exercise price of $ 0.0001 (subject to standard adjustments

for stock splits, stock dividends, recapitalizations, mergers and similar transactions), include a cashless exercise provision, and may

be exercised at any time until all of the pre-funded warrants are exercised in full.

On September 23, 2025, 163,805,420 of the pre-funded

warrants were exercised for 163,805,420 shares of common stock.

On October 13, 2025, 5,000,000 of the pre-funded warrants were exercised

on a cashless basis for 4,999,750 shares of common stock, resulting in the forfeiture of 250 pre-funded warrants.

As of December 31, 2025,

the Company has a remaining current liability of $ 6,195,000 for the unexercised pre-funded warrants.

In connection with this offering and as partial

compensation for their services, on September 5, 2025, the Company issued a five-year warrant to purchase 3,150,008 shares of common stock

to Maxim Group LLC and a five-year warrant to purchase 2,100,005 shares of common stock to Curvature Securities LLC and its affiliates.

These warrants have an exercise price of $ 1.33 (subject to standard adjustments for stock splits, stock dividends, recapitalizations,

mergers and similar transactions) and may be exercised on a cashless basis if there is no effective registration statement registering

the shares underlying the warrants or the prospectus contained therein is not available for the resale of such shares by the holder.

On September 5, 2025, the Company also issued

to the Asset Manager (i) a five-year warrant to purchase 8,750,021 shares of common stock at an exercise price of $ 1.00 (subject to standard

adjustments for stock splits, stock dividends, recapitalizations, mergers and similar transactions) and (ii) a five-year warrant to purchase

5,250,013 shares of common stock at an exercise price of $ 1.33 (subject to standard adjustments for stock splits, stock dividends, recapitalizations,

mergers and similar transactions).

These warrants may be exercised on a cashless basis if there is no effective registration statement

registering the shares underlying the warrants or the prospectus contained therein is not available for the resale of such shares by the

All of the foregoing warrants contain a beneficial

ownership limitation which provides that the Company will not effect any exercise, and a holder will not have the right to exercise, any

portion of a warrant to the extent that, after giving effect to the exercise, such holder (together with such holder’s affiliates)

would beneficially own in excess of 4.99 % (or, at the election of the holder, 9.99 %) of the number of shares of common stock outstanding

immediately after giving effect to the issuance of shares issuable upon such exercise, which such percentage may be increased or

decreased, but not in excess of 9.99 %, by the holder upon at least sixty-one ( 61 ) days’ prior notice to the Company.

During the nine months ended March 31, 2026, an

aggregate of 300,686 previously issued warrants were exercised for proceeds of $ 370,288 .

In addition, an aggregate of 44,114 other warrants

were exercised on a cashless basis, resulting in the forfeiture of 55,886 warrants.

Restricted Stock Awards

On July 1, 2025, the Company granted a restricted

stock award under the 2022 Plan for 30,000 shares of common stock, which vested in full on the date of grant.

On July 21, 2025, the Company granted a restricted

stock unit award under the 2022 Plan for 100,000 shares of common stock, which vest based on certain revenue targets.

On August 21, 2025, the Company granted a restricted

stock award under the 2022 Plan for 725,000 shares of common stock, which vested in full on the date of grant.

On September 5, 2025, the Company granted a restricted

stock unit award under the 2022 Plan for 360,000 shares of common stock, which vest monthly over one year commencing on October 5, 2025.

On September 5, 2025, the Company granted a restricted

stock unit award under the 2022 Plan for 120,000 shares of common stock, which vest monthly over one year commencing on October 5, 2025.

On September 9, 2025, the Company granted a restricted

stock award under the 2022 Plan for 15,000 shares of common stock, which vested in full on the date of grant.

On September 9, 2025, the Company granted a restricted

stock award under the 2022 Plan for 20,000 shares of common stock, which vested in full on the date of grant.

On October 6, 2025, the Company granted a restricted

stock unit award under the 2022 Plan for 94,340 shares of common stock, which vest quarterly commencing on January 1, 2026.

On October 13, 2025, the Company granted a restricted

stock award under the 2022 Plan for 4,000,000 shares of common stock, which vested in full on the date of grant.

On October 13, 2025, the Company granted a restricted

stock award under the 2022 Plan for 3,250,000 shares of common stock, which vested in full on the date of grant.

On October 20, 2025, the Company granted two restricted

stock awards for an aggregate of 300,000 shares of common stock, which vested in full on the date of grant.

On November 17, 2025, the Company granted a restricted

stock award under the 2022 Plan for 6,000,000 shares of common stock, which vested in full on the date of grant.

On December 31, 2025, the Company entered into

share surrender agreements with various holders, pursuant to which a total of 640,000 shares of previously-granted restricted awards were

terminated and all shares granted pursuant thereto were surrendered to the Company for cancellation.

Stock-based Compensation

Total stock compensation expense was $ 760,088

and $ 229,965 for the three months ended March 31, 2026 and 2025, respectively, and was $ 8,601,771 and $ 561,767 for the nine months ended

March 31, 2026 and 2025, respectively.

In addition, $ 45,640,112 of warrants issued to consultants was recorded as an offset to equity

as of March 31, 2026.

As of March 31, 2026, total unrecognized stock compensation expense was $ 3,667,704 with the weighted average period

over which it is expected to be recognized of 2.27 years.

Net Loss Per Share

following tables set forth the computation of basic and dilutive net loss per share of common stock:

The following tables set forth the computation

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

Three Months Ended

Six Months Ended

Nine Months Ended

Basic and Diluted Net Loss Per Share

3 unchanged sentences

( 2,670,469 )

$ ( 1,861,109 )

Weighted average number of shares used in computation

1 unchanged sentence

Segment Information

to the establishment of the official Dogecoin treasury strategy on September 5, 2025 as part of the $ 175 million private placement offering

(see Note 1), the Company now has two reportable operating segments:

(i) the CleanCore Segment, which is engaged in the development and

production of cleaning products and solutions that are marketed for professional, industrial, or home use;

and (ii) the Treasury Segment,

which executes the Company’s digital asset treasury strategy focused on Dogecoin and includes the Company’s Treasury Assets.

The Treasury Segment also includes dedicated resources assigned to execute on the digital asset strategy, unrealized gain or loss on

digital assets, and other third-party costs associated with the Company’s digital assets holdings, and income tax effects generated

from the Company’s Dogecoin holdings to better align with their activities and utilization.

Company’s chief operating decision maker (“CODM”) is the Company’s Chief Executive Officer , who manages the Company

as two discrete segments as well as on a consolidated basis.

The CODM uses net income (loss) to assess the profitability of the CleanCore

Segment by comparing actual to budgeted results on a quarterly basis.

In doing so, he focuses on revenue, gross profit, and operating

profit (loss) of the CleanCore Segment.

The CODM, in conjunction with the Chief Investment Officer, assesses the Treasury Segment using

the value of the Dogecoin and number of tokens held.

Both segments allocate personnel and budget accordingly to maximize potential profitability.

The CODM also uses net income (loss) to understand the impact from income taxes and financing costs for general tax and liquidity planning

following tables present for each Segment and on a consolidated basis, the Company’s revenues, gross profit and operating profit

(loss) regularly provided to the CODM and reconciled to net income (loss) for each of the periods presented.

Total segment assets provided

to the CODM are also disclosed in the tables below for each period presented.

Three Months Ended December 31, 2025

Six Months Ended December 31, 2025

Due to the establishment of the official Dogecoin

treasury strategy on September 5, 2025 as part of the $ 175 million private placement offering (see Note 1), the Company now has two reportable

operating segments:

(i) the CleanCore Segment, which is engaged in the development and production of cleaning products and solutions that

are marketed for professional, industrial, or home use;

and (ii) the Treasury Segment, which executes the Company’s digital asset

treasury strategy focused on Dogecoin and includes the Company’s Treasury Assets.

The Treasury Segment also includes dedicated resources

assigned to execute on the digital asset strategy, unrealized gain or loss on digital assets, and other third-party costs associated with

the Company’s digital assets holdings, and income tax effects generated from the Company’s Dogecoin holdings to better align

with their activities and utilization.

The Company’s chief operating decision maker

(“CODM”) is the Company’s Chief Executive Officer, Tyler Hassen, who was appointed on March 16, 2026, who manages the

Company as two discrete segments as well as on a consolidated basis, in conjunction with the Company’s General Manager, who is the

former Chief Executive Officer , Clayton Adams.

The CODM uses net income (loss) to assess the profitability of the CleanCore Segment by

comparing actual to budgeted results on a quarterly basis.

In doing so, he focuses on revenue, gross profit, and operating profit (loss)

of the CleanCore Segment.

The CODM assesses the Treasury Segment using the value of the Dogecoin and number of tokens held.

Both segments

allocate personnel and budget accordingly to maximize potential profitability.

The CODM also uses net income (loss) to understand the

impact from income taxes and financing costs for general tax and liquidity planning purposes.

The following tables present for each Segment

and on a consolidated basis, the Company’s revenues, gross profit and operating profit (loss) regularly provided to the CODM and

reconciled to net income (loss) for each of the periods presented.

Total segment assets provided to the CODM are also disclosed in the

tables below for each period presented.

Three Months Ended March 31, 2026

Nine Months Ended March 31, 2026

Loss from Operations

11 unchanged sentences

( 148,531,826 )

$ 101,105,377

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 currently not aware of any such legal proceedings or claims that it believes will have a material

adverse effect on its business, financial condition or operating results.

SOLUTIONS, INC.

TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025 AND 2024

Company does not maintain a defined contribution plan or any other type of retirement plan for its employees.

Company has a non-cancellable operating lease commitment for its office facility expiring in 2028.

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

for the three months ended December 31, 2025 and 2024, respectively, and $ 80,832 and $ 80,832 for the six months ended December 31, 2025

and 2024, respectively.

following table discloses the lease cost, weighted average discount rate, and weighted average remaining lease term for operating leases

as of December 31, 2025 and 2024:

2025 December 31,

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 $ 40,416 and $ 40,416 for the three months ended March 31, 2026

and 2025, respectively, and $ 121,248 and $ 121,248 for the nine months ended March 31, 2026 and 2025, respectively.

The following table discloses the lease cost,

weighted average discount rate, and weighted average remaining lease term for operating leases for the nine months ended March 31, 2026

2026 March 31,

Operating lease cost $ 121,248 $ 121,248

1 unchanged sentence

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 December 31, 2025:

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 December 31, 2025:

Year Ended June 30,

5 unchanged sentences

Noncurrent lease liabilities

Management Agreement

to the terms of the Asset Management Agreement, the Company agreed to pay the Asset Manager and 21Shares a monthly fee in arrears computed

at an annual rate as follows:

(i) 2 % in the aggregate on amounts up to and including $ 1,000,000,000 in Treasury Account value, with 1.75 %

paid to the Asset Manager and 0.25 % paid to 21Shares;

(ii) 1.75 % in the aggregate on amounts above $ 1,000,000,000 up to and including

Asset Management Agreement

Pursuant to the terms of the Asset Management

Agreement, the Company agreed to pay the Asset Manager and 21Shares a monthly fee in arrears computed at an annual rate as follows:

2 % in the aggregate on amounts up to and including $ 1,000,000,000 in Treasury Account value, with 1.75 % paid to the Asset Manager and

0.25 % paid to 21Shares;

(ii) 1.75 % in the aggregate on amounts above $ 1,000,000,000 up to and including $ 1,500,000,000 in Treasury Account

value, with 1.5 % paid to the Asset Manager and 0.25 % paid to 21Shares;

and (iii) 1.5 % in the aggregate on amounts above $ 1,500,000,000

in Treasury Account value, with 1.25 % paid to the Asset Manager and 0.25 % paid to 21Shares.

and (iii) 1.5 % in the aggregate

on amounts above $ 1,500,000,000 in Treasury Account value, with 1.25 % paid to the Asset Manager and 0.25 % paid to 21Shares.

Such payments

may be made, in the sole discretion of the Asset Manager or 21Shares, in shares of common stock, cash, or Dogecoin and shall be pro-rated

for partial periods.

Advisor Agreement

November 17, 2025, the Company entered into a strategic advisor agreement with Dogecoin Ventures LLC (which, for the avoidance of doubt,

is not related to the Asset Manager), pursuant to which the Company engaged Dogecoin Ventures LLC to provide certain advisory services

relating to the Company’s digital asset treasury business in exchange for, among other things, a monthly advisory fee of $ 83,333 .

SOLUTIONS, INC.

TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025 AND 2024

Such payments may be made, in the sole discretion

of the Asset Manager or 21Shares, in shares of common stock, cash, or Dogecoin and shall be pro-rated for partial periods.

These agreements

were terminated on February 27, 2026, with the final monthly payment paid on February 5, 2026.

The Company transferred 70,000,000 Dogecoin

tokens in relation to the termination of the agreements.

Strategic Advisor Agreement

On November 17, 2025, the Company entered into

a strategic advisor agreement with Dogecoin Ventures LLC (which, for the avoidance of doubt, is not related to the Asset Manager), pursuant

to which the Company engaged Dogecoin Ventures LLC to provide certain advisory services relating to the Company’s digital asset

treasury business in exchange for, among other things, a monthly advisory fee of $ 83,333 .

This agreement was terminated on February 27,

2026, with the final monthly payment paid on January 15, 2026.

The Company paid $ 5,000,000 cash and issued 3,800,000 shares of common

stock in relation to the termination of the agreement.

Subsequent Events

Asset Activity

During the period between January 1, 2026 and February 10, 2026, the Company did not purchase or sell any units of Dogecoin.

As of February 10, 2026, the Company’s digital asset fair value is $ 67,937,151 , representing an unrealized loss of $ 18,318,460 since

December 31, 2025.

On January 1, 2026, the Company issued an aggregate of 36,828 shares of common stock upon the vesting of restricted stock units granted

under the 2022 Plan.

January 5, 2026, the Company issued an aggregate of 40,000 shares of common stock upon the vesting of restricted stock units granted

under the 2022 Plan.

February 5, 2026, the Company issued an aggregate of 40,000 shares of common stock upon the vesting of restricted stock units granted

under the 2022 Plan.

Digital Asset Activity

During the period between April 1, 2026 and May

8, 2026, the Company did not purchase or sell any units of Dogecoin.

As of May 8, 2026, the Company’s digital

asset fair value is $ 60,098,886 , representing an unrealized gain of $ 10,895,768 since March 31, 2026.

Stock Issuances

On April 1, 2026, the Company issued an aggregate

of 22,627 shares of common stock upon the vesting of restricted stock units granted under the 2022 Plan.

On April 5, 2026, the Company issued an aggregate

of 40,000 shares of common stock upon the vesting of restricted stock units granted under the 2022 Plan.

On May 5, 2026, the Company issued an aggregate

of 40,000 shares of common stock upon the vesting of restricted stock units granted under the 2022 Plan.

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

What changed 10-Q

Item 1. Financial Statements