What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2026-09-28 compared with 2025-08-22 · 957 added, 963 removed, 17 unchanged (99% of the section changed)

RISK FACTORS.

An investment in our securities involves a

high degree of risk.

You should carefully read and consider all of the risks described below, together with all of the other information

contained or referred to in this report, before making an investment decision with respect to our securities.

If any of the following

events occur, our financial condition, business and results of operations (including cash flows) may be materially adversely affected.

In that event, the market price of our stock could decline, and you could lose all or part of your investment.

Risks Related to Our Business and Industry

We are an early-stage company with a limited

operating history.

We are an early, startup stage company with a

limited history upon which you can evaluate our business and prospects.

Our prospects

must be considered in light of the risks encountered by companies in the early stages of development in highly competitive markets.

should consider the frequency with which early-stage businesses encounter unforeseen expenses, difficulties, complications, delays

and other adverse factors.

investment in our securities involves a high degree of risk.

You should carefully read and consider all of the risks described below,

together with all of the other information contained or referred to in this report, before making an investment decision with respect

to our securities.

If any of the following events occur, our financial condition, business and results of operations (including cash flows)

may be materially adversely affected.

In that event, the market price of our stock could decline, and you could lose all or part of your

Related to Our Business and Industry

are an early-stage company with a limited operating history.

are an early, startup stage company with a limited history upon which you can evaluate our business and prospects.

Our prospects must

be considered in light of the risks encountered by companies in the early stages of development in highly competitive markets.

consider the frequency with which early-stage businesses encounter unforeseen expenses, difficulties, complications, delays and other

adverse factors.

These risks are described in more detail below.

We have incurred losses since our inception,

and we may not be able to manage our business on a profitable basis.

We have generated losses since inception and have

relied on cash on-hand, sales of securities, proceeds from our initial public offering, external bank lines of credit, and issuance of

third-party and related party debt to support our operations.

For the year ended June 30, 2025, we generated an operating loss of

$6,386,341 and a net loss of $6,742,275.

The revenue and income potential of our business and market are unproven.

This makes an evaluation

of our company and its prospects difficult and highly speculative.

There can be no assurances that we will be able to develop products

or services on a timely and cost effective basis, that will be able to generate any increase in revenues, that we will have adequate financing

or resources to continue operating our business and to provide products to customers, that we will earn a profit, that we can raise sufficient

capital to support operations by attaining profitability, or that we can satisfy future liabilities.

Our auditors have issued a going concern

opinion on our audited consolidated financial statements.

The report of our independent registered public

accounting firm that accompanies our consolidated financial statements for the year ended June 30, 2025 contains a going concern qualification

in which such firm expressed substantial doubt about our ability to continue as a going concern, based on the financial statements at

We have generated losses since inception and have relied on cash on-hand, sales of securities, proceeds from our initial public

offering, external bank lines of credit, and issuance of third-party and related party debt to support cashflow from operations.

As of June 30, 2025, we had cash of $1,460,997, a net loss of $6,742,275, working capital of $970,461, and cash used in operating activities

of $2,337,659.

Management believes that currently available resources may not be sufficient to fund our planned expenditures over the

next 12 months.

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

about our company’s ability to continue as a going concern for 12 months from the balance sheet date as of June 30, 2025.

We will be dependent upon the raising of additional

capital through equity and/or debt financing in order to implement our business plan and generate sufficient revenue in excess of costs.

If we raise 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 we raise additional

funds by issuing debt, we may be subject to limitations on its operations, through debt covenants or other restrictions.

There is no assurance

that we will be successful with future financing ventures, and the inability to secure such financing may have a material adverse effect

on our financial condition.

The accompanying consolidated financial statements have been prepared on a going concern basis under which

our company is expected to be able to realize its assets and satisfy its liabilities in the normal course of business and do not include

any adjustments to the amounts and classifications of assets and liabilities that might be necessary should we be unable to continue as

a going concern.

If we are unable to continue as a going concern, our stockholders could potentially lose most or all of their investment

in our company.

We will require additional financing to

accomplish our business strategy.

We require substantial working capital to fund

our business development plans, and we expect to experience significant negative cash flow from operations.

Depending upon the sales volume

generated by our business during that time, we also anticipate the possibility of having to raise additional funds in order to achieve

our plans and accomplish our immediate and longer-term business strategy.

These additional funds likely will be raised through the issuance

of our securities in debt and/or equity financings.

If we are unable to raise these additional funds on terms acceptable to us, we will

be required to limit our expenditures for continuing our product development activities and expanding our sales and marketing operations,

reduce our work force, or find alternatives to fund our business on terms that are not as favorable to us.

Any such actions would impair

our product development and expansion plans, reduce potential revenues, increase operating losses, and adversely affect the value of our

We cannot accurately predict future revenues

or profitability in the emerging market for aqueous ozone technology.

The market for alternative green cleaning supplies

is rapidly evolving.

As is typical of a rapidly evolving industry, demand, and market acceptance for recently introduced products are

subject to a high level of uncertainty.

Moreover, since the market for our products is evolving, it is difficult to predict the future

growth rate, if any, and size of this market.

Because of our limited operating history and the emerging nature of the markets in which

we compete, we are unable to accurately forecast our revenues or our profitability.

The market for our products and the long-term acceptance

of our products are uncertain, and our ability to attract and retain qualified personnel with industry expertise, particularly sales and

marketing personnel, is uncertain.

To the extent we are unsuccessful in increasing revenues, we may be required to appropriately adjust

spending to compensate for any unexpected revenue shortfall, or to reduce our operating expenses, causing us to forego potential revenue

generating activities, either of which could have a material adverse effect on our business, results of operations and financial condition.

We may face significant challenges in obtaining market acceptance

of our products, which could adversely affect our potential sales and revenues.

We do not yet have an established market or customer

base for our products.

Acceptance of our products in the marketplace by both potential users and potential purchasers, including hospitals,

schools, universities, commercial facilities, transportation systems and other healthcare and non-healthcare providers, is uncertain,

and failure to achieve sufficient market acceptance will significantly limit our ability to generate revenue and be profitable.

acceptance will require substantial marketing efforts and the expenditure of significant funds by us to inform hospitals, schools, universities,

commercial facilities, transportation systems, residential spaces and other health care and non-healthcare providers of the benefits of

using our products.

We may encounter significant clinical and market resistance to our products, and our products may never achieve market

We may not be able to build key relationships with physicians, education administrators, and government agencies.

orders may be cancelled or customers that are beginning to use our products may cease their use of our products and customers expected

to begin using our products may not do so.

Factors that may affect our ability to achieve

acceptance of our products in the marketplace include, but are not limited, to whether:

● such products will work effectively;

● the products are cost-effective for our customers;

● we are able to demonstrate product safety, efficacy, and cost-effectiveness of the products;

● we are able to maintain customer relationships and acceptance.

Acceptance of our products in the marketplace

is also uncertain, and our failure to achieve sufficient market acceptance and any inability to sell such products at competitive prices

will limit our ability to generate revenue and be profitable.

Our products and technologies may not achieve expected reliability, performance,

and endurance standards.

Our products and technologies may also not achieve market acceptance, including among hospitals, or may not be

deemed suitable for other commercial applications.

If we do not build brand awareness and brand

loyalty, our business may suffer.

Due in part to the substantial resources available

to many of our competitors providing aqueous ozone technology, our opportunity to achieve and maintain a significant market share may

The importance of brand recognition will increase as competition in our market increases.

Successfully promoting and positioning

of our brand will depend largely on the effectiveness of our marketing efforts, our ability to offer reliable and desirable products at

competitive rates, and customer perceptions of the value of our products.

If our planned marketing efforts are ineffective or if customer

perceptions change regarding the effectiveness of our cleaning machines and products, we may need to increase our financial commitment

to creating and maintaining brand awareness and loyalty among customers, which could divert financial and management resources from other

aspects of our business or cause our operating expenses to increase disproportionately to our revenues.

This would cause our business

and operating results to suffer.

If we fail to properly manage our anticipated

growth, our business could suffer.

The planned growth of our commercial operations

may place a significant strain on our management and on our operational and financial resources and systems.

To manage growth effectively,

we will need to maintain a system of management controls, and attract and retain qualified personnel, as well as develop, train and manage

management-level and other employees.

Failure to manage our growth effectively could cause us to over-invest or under-invest in infrastructure,

and result in losses or weaknesses in our infrastructure, which could have a material adverse effect on our business, results of operations,

financial condition and cash flow.

Any failure by us to manage our growth effectively could have a negative effect on our ability to achieve

our development and commercialization goals and strategies.

If we are unable to maintain, train and

build an effective international sales and marketing infrastructure, we will not be able to commercialize and grow our brand successfully.

As we grow, we may not be able to secure sales

personnel or organizations that are adequate in number or expertise to successfully market and sell our brand and products on a global

We presently rely on individual independent sales representatives and an in-house sales team to market and sell our products.

we are unable to expand our sales and marketing capability, train our sales force effectively or provide any other capabilities necessary

to commercialize our brand internationally, we will need to contract with third parties to market and sell our brand, which will be an

additional expense.

If we are unable to establish and maintain compliant and adequate sales and marketing capabilities, we may not be

able to increase our revenue, may generate increased expenses, and may not continue to be profitable.

We operate in new and rapidly changing markets,

which makes it difficult to evaluate our future prospects and may increase the risk that we will not be successful.

The market for cleaning products is a rapidly

changing market, characterized by changing technologies, intense price competition, the introduction of new competitors and brand name

cleaning products, evolving industry standards, changing and diverse regulatory environments, frequent new service announcements, and

changing user demands and behaviors.

Our inability to anticipate these changes and adapt our business, platform, and offerings could undermine

our business strategy.

Our business strategy and projections, including those related to our revenue growth and profitability, rely on

a number of assumptions about the market for cleaning products, including the size and projected growth of the cleaning product markets

over the next several years.

Some or all of these assumptions may be incorrect.

Our growth strategy is dependent, in part, on our

ability to timely and effectively launch new products and services, the development of which is uncertain, complex, and costly.

we may be unable successfully and efficiently to address advancements in distribution technology, marketing and pricing strategies and

content breadth and availability in certain or all of these markets, which could materially and adversely affect our growth prospects

and results of operations.

The limited history of some of the markets in

which we operate makes it difficult to effectively assess our future prospects, and our business and prospects should be considered in

light of the risks and difficulties we may encounter in these evolving markets.

We cannot accurately predict whether our products and

services will achieve significant acceptance by potential users in significantly larger numbers or at the same or higher price points

than at present.

Our historic growth rates should therefore not be relied upon as an indication of future growth, financial condition,

or results of operations.

Our major customers account for a significant

portion of our revenue and the loss of any major customer could have a material adverse effect on our results of operations.

For the year ended June 30, 2025, two customers, KBS and Prolink, Inc., accounted for 42% and 17% of revenue, respectively, and one customer,

KBS, accounted for 47% of all accounts receivable as of June 30, 2025.

For the year ended June 30, 2024, one customer, Pro-Link, Inc.,

accounted for 14% of revenue, and two customers, Consensus Group and Tharaldson Hospitality, each accounted for 28% of all accounts receivable

as of June 30, 2024.

We do not have a long-term contract with any of these customers mentioned (the memorandum of understanding with KBS

is not binding and does not require the purchase of specific quantities of products) and primarily sell products to customers under individual

purchase orders placed by them under their standard terms and conditions of sale.

Our results of operations and ability to service our

debt obligations would also be impacted negatively to the extent that any major customer is unable to make payments to us or does not

make timely payments on outstanding accounts receivable.

We have historically depended on a limited

number of third parties to supply key raw materials to us and the failure to obtain a sufficient supply of these raw materials in a timely

fashion and at reasonable costs could significantly delay our delivery of products.

Since our company’s inception, we have historically

purchased certain key raw materials and components, such as chassis, generators, vacuum switches, and head sockets and other components

from a limited number of suppliers, and we have a single vendor for a major component of two of our main products.

For the years ended

June 30, 2025 and 2024, this vendor accounted for approximately 11% and 30%, respectively, of our total purchases.

We purchased raw materials

on the basis of purchase orders.

In the absence of firm and long-term contracts, we may not be able to obtain a sufficient supply

of these raw materials from our existing suppliers or alternates in a timely fashion or at a reasonable cost.

Although we have not experienced

any supply chain disruptions in the past, we cannot guarantee that we will not experience any disruptions in the future.

If we fail to

secure a sufficient supply of key raw materials in a timely fashion, it will result in a significant delay in our delivery of products.

Furthermore, failure to obtain a sufficient supply of these raw materials at a reasonable cost could also harm our revenue and gross profit

prices for raw materials could increase our cost of sales and decrease demand for our products, which could

adversely affect our revenue or profitability.

Our profitability is affected by the prices of

the raw materials used in the manufacturing and sale of our products.

These prices may fluctuate based on a number of factors beyond our

control, including, among others, changes in supply and demand, general economic conditions, labor costs, competition, import duties,

currency exchange rates and, in some cases, government regulation.

Increased prices could adversely affect our profitability or revenues.

We do not have long-term supply contracts for raw materials.

Significant increases in the prices of raw materials could adversely

affect our profit margins, especially if we are not able to recover these costs by increasing the prices we charge our customers for our

Changes to U.S.

have incurred losses since our inception, and we may not be able to manage our business on a profitable basis.

have generated losses since inception and have relied on cash on-hand, sales of securities, proceeds from our initial public offering,

external bank lines of credit, and issuance of third-party and related party debt to support our operations.

For the year ended June

30, 2026, we generated an operating loss of $57,978,720 and a net loss of $174,160,864.

The revenue and income potential of our business

and market are unproven.

This makes an evaluation of our company and its prospects difficult and highly speculative.

There can be no assurances

that we will be able to construct our data centers on a timely and cost effective basis, that we will be able to generate any increase

in revenues, that we will have adequate financing or resources to continue operating our business and to provide services to customers,

that we will earn a profit, that we can raise sufficient capital to support operations by attaining profitability, or that we can satisfy

future liabilities.

auditors have issued a going concern opinion on our audited consolidated financial statements.

report of our independent registered public accounting firm that accompanies our consolidated financial statements for the year ended

June 30, 2026 contains a going concern qualification in which such firm expressed substantial doubt about our ability to continue as a

going concern, based on the financial statements at that time.

We have generated losses since inception and have relied on cash on-hand,

sales of securities, proceeds from our initial public offering, external bank lines of credit, and issuance of third-party and related

party debt to support cashflow from operations.

As of June 30, 2026, we had cash of $15,435,213, a net loss of $174,160,864, working capital

of $17,828,233, and cash used in operating activities of $18,157,390.

Management believes that currently available resources may not be

sufficient to fund our planned expenditures over the next 12 months.

These factors, individually and collectively, indicate that a material

uncertainty exists that raises substantial doubt about our company’s ability to continue as a going concern for 12 months from the

balance sheet date as of June 30, 2026.

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

and generate sufficient revenue in excess of costs.

If we raise 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 we raise additional funds by issuing debt, we may be subject to limitations on its operations,

through debt covenants or other restrictions.

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

inability to secure such financing may have a material adverse effect on our financial condition.

The accompanying consolidated financial

statements have been prepared on a going concern basis under which our company is expected to be able to realize its assets and satisfy

its liabilities in the normal course of business and do not include any adjustments to the amounts and classifications of assets and liabilities

that might be necessary should we be unable to continue as a going concern.

If we cannot continue as a going concern, our stockholders

would likely lose most or all of their investment our company.

will require additional financing to accomplish our business strategy.

require substantial capital to fund our business development plans.

We anticipate the possibility of having to raise additional funds

in order to achieve our plans and accomplish our longer-term business strategy.

These additional funds likely will be raised through the

issuance of our securities in debt and/or equity financings.

If we are unable to raise these additional funds on terms acceptable to us,

we will be required to limit our expenditures for continuing our product development activities, or find alternatives to fund our business

on terms that are not as favorable to us.

Any such actions would impair our product development and expansion plans, reduce potential

revenues, and adversely affect the value of our company.

cannot accurately predict future revenues or profitability in the emerging market for aqueous ozone technology.

market for alternative green cleaning supplies is rapidly evolving.

As is typical of a rapidly evolving industry, demand, and market acceptance

for recently introduced products are subject to a high level of uncertainty.

Moreover, since the market for our products is evolving,

it is difficult to predict the future growth rate, if any, and size of this market.

Because of our limited operating history and the emerging

nature of the markets in which we compete, we are unable to accurately forecast our revenues or our profitability.

The market for our

products and the long-term acceptance of our products are uncertain, and our ability to attract and retain qualified personnel with industry

expertise, particularly sales and marketing personnel, is uncertain.

To the extent we are unsuccessful in increasing revenues, we may

be required to appropriately adjust spending to compensate for any unexpected revenue shortfall, or to reduce our operating expenses,

causing us to forego potential revenue generating activities, either of which could have a material adverse effect on our business, results

of operations and financial condition.

we fail to properly manage our anticipated growth, our business could suffer.

planned growth of our commercial operations may place a significant strain on our management and on our operational and financial resources

To manage growth effectively, we will need to maintain a system of management controls, and attract and retain qualified

personnel, as well as develop, train and manage management-level and other employees.

Failure to manage our growth effectively could cause

us to over-invest or under-invest in infrastructure, and result in losses or weaknesses in our infrastructure, which could have a material

adverse effect on our business, results of operations, financial condition and cash flow.

Any failure by us to manage our growth effectively

could have a negative effect on our ability to achieve our development and commercialization goals and strategies.

operate in new and rapidly changing markets, which makes it difficult to evaluate our future prospects and may increase the risk that

we will not be successful.

market for data centers is a rapidly changing market, characterized by changing technologies, high capital needs, the introduction of

new competitors, evolving industry standards, and changing and diverse regulatory environments.

Our inability to anticipate these changes

and adapt our business and offerings could undermine our business strategy and impact our expected revenue growth and profitability over

the next several years.

expect one major customer to account for all our revenue and the loss of that customer could have a material adverse effect on our results

of operations.

the year ended June 30, 2026, two customers accounted for 27% and 16% of

revenue, and two customers that accounted for 18% and 16% of all accounts receivable at June 30, 2026.

the year ended June 30, 2025, two customers accounted for 42% and 17% of revenue, and one customer accounted for 47% of all accounts

receivable at June 30, 2025.

the AI Critical Infrastructure segment, our flagship Minnesota data center has already been fully leased out to one customer on a ten-year

term, with two ten-year renewal period options.

Our results of operations and ability to service our debt obligations would also be impacted

negatively to the extent that this customer is unable to make payments to us or does not make timely payments on outstanding accounts

depend on a limited number of third parties to supply key equipment, raw materials, and labor to us to build our data centers, and the

failure to obtain a sufficient supply of these inputs in a timely fashion and at reasonable costs could significantly delay our delivery

These inputs could also increase in price, reducing the expected profitability.

used to build and operate data centers can be highly customized, expensive, require long lead times, and available from a small number

of vendors, for which there can be high demand.

Failure to secure critical equipment could result in delays or inability to generate revenue.

trade policy, tariff and import/export regulations may adversely affect our operating results.

The United States has

recently enacted and/or proposed to enact significant new tariffs on goods imported from numerous countries.

Additionally, President Trump

has directed various federal agencies to further evaluate key aspects of U.S.

trade policy and there has been ongoing discussion and commentary

regarding potential significant changes to U.S.

United States has recently enacted and/or proposed to enact significant new tariffs on goods imported from numerous countries.

Additionally,

President Trump has directed various federal agencies to further evaluate key aspects of U.S.

trade policy and there has been ongoing

discussion and commentary regarding potential significant changes to U.S.

trade policies, treaties and tariffs.

There continues to exist significant uncertainty

about the future relationship between the U.S.

and other countries with respect to such trade policies, treaties and tariffs.

The majority of the components

used to assemble our units are sourced from domestic suppliers, who may, in turn, obtain raw materials from overseas vendors.

purchase a small number of components from China.

In the event we determine to pass on increased costs to our customers, our customers

may reduce their orders from us, which could negatively affect our business, profitability and operating results.

We are closely monitoring

these developments and evaluating strategies to mitigate potential impacts.

Furthermore, as a result

of policy changes and government proposals, there may be greater restrictions and economic disincentives on international trade in general.

There continues to exist

significant uncertainty about the future relationship between the U.S.

and other countries with respect to such trade policies, treaties

the AI Critical Infrastructure business, all our suppliers are domestic and we are not aware of any material exposure to raw materials,

components, or finished goods that could be subject to tariffs.

are closely monitoring these developments and evaluating strategies to mitigate potential impacts.

as a result of policy changes and government proposals, there may be greater restrictions and economic disincentives on international

trade in general.

The new tariffs and other changes in U.S.

trade policy have triggered retaliatory actions by affected countries, and foreign governments

have instituted or are considering imposing trade sanctions on U.S.

Such changes have the potential to adversely impact the U.S.

economy or sectors thereof, our industry and the demand for our products, and as a result, could have a negative impact on our business,

financial condition and results of operations.

Interruptions in deliveries of raw materials

could adversely affect our revenue or profitability.

Our dependency upon regular deliveries from particular

suppliers means that interruptions or stoppages in such deliveries could adversely affect our operations until arrangements with alternate

suppliers could be made.

If any of our suppliers were unable to deliver raw materials to us for an extended period of time, as the result

of financial difficulties, catastrophic events affecting their facilities or other factors beyond our control, or if we were unable to

negotiate acceptable terms for the supply of raw materials with these or alternative suppliers, our business could suffer.

be able to find acceptable alternatives, and any such alternatives could result in increased costs for us.

Even if acceptable alternatives

are found, the process of locating and securing such alternatives might be disruptive to our business.

Extended unavailability of necessary

raw materials could cause us to cease producing or selling one or more of our products for a period of time.

We depend on third-party delivery services,

for both inbound and outbound shipping, to deliver our products to our distribution centers and subsequently to our customers on a timely

and consistent basis, and any deterioration in our relationship with any one of these third parties or increases in the fees that they

charge could harm our reputation and adversely affect our business and financial condition.

We rely on third parties for the shipment of our

products, both inbound and outbound shipping logistics, and we cannot be sure that these relationships will continue on terms favorable

to us, or at all.

Shipping costs have increased from time to time, and may continue to increase, and we may not be able to pass these

costs directly to our customers.

Any increased shipping costs could harm our business,

prospects, financial condition and results of operations by increasing our costs of doing business and reducing gross margins which could

negatively affect our operating results.

In addition, we utilize a variety of shipping methods for both inbound and outbound logistics.

For inbound logistics, we rely on trucking and ocean carriers and any increases in fees that they charge could adversely affect our business

and financial condition.

For outbound logistics, we rely on “Less-than-Truckload” and parcel freight based upon the product

and quantities being shipped and customer delivery requirements.

These outbound freight costs have increased on a year-over-year basis

and may continue to increase in the future.

We also ship a number of oversized products which may trigger additional shipping costs by

third-party delivery services.

Any increases in fees or any increased use of “Less-than-Truckload” shipping would increase

our shipping costs which could negatively affect our operating results.

In addition, if our relationships with these third

parties are terminated or impaired, or if these third parties are unable to deliver products for us, whether due to labor shortage, slow

down or stoppage, deteriorating financial or business condition, responses to terrorist attacks or for any other reason, we would be required

to use alternative carriers for the shipment of products to our customers.

Changing carriers could have a negative effect on our business

and operating results due to reduced visibility of order status and package tracking and delays in order processing and product delivery,

and we may be unable to engage alternative carriers on a timely basis, upon terms favorable to us, or at all.

If our fulfillment operations are interrupted

for any significant period of time or are not sufficient to accommodate increased demand, our sales could decline, and our reputation

could be harmed.

Our success depends on our ability to successfully

receive and fulfill orders and to promptly deliver our products to our customers.

Most of the orders for our products are filled from

our inventory in our distribution centers, where all our inventory management, packaging, labeling and product return processes are performed.

Increased demand and other considerations may require us to expand our distribution centers or transfer our fulfillment operations to

larger or other facilities in the future.

If we do not successfully expand our fulfillment capabilities in response to increases in demand,

our sales could decline.

In addition, our distribution centers are susceptible

to damage or interruption from human error, pandemics, fire, flood, power loss, telecommunications failures, terrorist attacks, acts of

war, break-ins, earthquakes and similar events.

We do not currently maintain back-up power systems at our fulfillment centers.

do not presently have a formal disaster recovery plan and our business interruption insurance may be insufficient to compensate us for

losses that may occur in the event operations at our fulfillment center are interrupted.

In addition, alternative arrangements may not

be available, or if they are available, may increase the cost of fulfillment.

Any interruptions in our fulfillment operations for any

significant period of time, including interruptions resulting from the expansion of our existing facilities or the transfer of operations

to a new facility, could damage our reputation and brand and substantially harm our business and results of operations.

If commodity prices such as fuel, plastic

and steel increase, our margins may be negatively impacted.

Our third-party delivery services have increased

fuel surcharges from time to time, and such increases negatively impact our margins, as we are generally unable to pass all of these costs

directly to consumers.

Increasing prices of the raw materials for the products we sell may impact the availability, the quality and the

price of our products, as suppliers search for alternatives to existing materials and increase the prices they charge.

We cannot ensure

that we can recover all the increased costs through price increases, and our suppliers may not continue to provide the consistent quality

of raw materials as they may substitute lower cost materials to maintain pricing levels, all of which may have a negative impact on our

business and results of operations.

Business interruptions in our facilities

may affect the distribution of our products and/or the stability of our computer systems, which may affect our business.

Weather, terrorist activities, war or other disasters,

or the threat of them, may result in the closure of one or more of our facilities, or may adversely affect our ability to timely provide

products to our customers, resulting in lost sales or a potential loss of customer loyalty.

Most of our raw materials are imported from

other countries and these goods could become difficult or impossible to bring into the United States, and we may not be able to obtain

such raw materials from other sources at similar prices.

Such a disruption in revenue could potentially have a negative impact on our

results of operations, financial condition and cash flows.

We rely extensively on our computer systems to

manage inventory, process transactions and timely provide products to our customers.

Our systems are subject to damage or interruption

from power outages, telecommunications failures, computer viruses, security breaches or other catastrophic events.

If our systems are

damaged or fail to function properly, we may experience loss of critical data and interruptions or delays in our ability to manage inventories

or process customer transactions.

Such a disruption of our systems could negatively impact revenue and potentially have a negative impact

on our results of operations, financial condition and cash flows.

Security threats, such as ransomware attacks,

to our IT infrastructure could expose us to liability, and damage our reputation and business.

It is essential to our business strategy that

our technology and network infrastructure remain secure and is perceived by our customers to be secure.

Despite security measures, however,

any network infrastructure may be vulnerable to cyber-attacks.

Information security risks have significantly increased in recent years

in part due to the proliferation of new technologies and the increased sophistication and activities of organized crime, hackers, terrorists

and other external parties, including foreign private parties and state actors.

We may face cyber-attacks that attempt to penetrate

our network security, including our data centers, to sabotage or otherwise disable our website, misappropriate our or our customers’

proprietary information, which may include personally identifiable information, or cause interruptions of our internal systems and services.

If successful, any of these attacks could negatively affect our reputation, damage our network infrastructure and our ability to sell

our products, harm our relationship with customers that are affected and expose us to financial liability.

We maintain a comprehensive system of preventive

and detective controls through our security programs;

however, given the rapidly evolving nature and proliferation of cyber threats, our

controls may not prevent or identify all such attacks in a timely manner or otherwise prevent unauthorized access to, damage to, or interruption

of our systems and operations, and we cannot eliminate the risk of human error or employee or vendor malfeasance.

In addition, any failure by us to comply with

applicable privacy and information security laws and regulations could cause us to incur significant costs to protect any customers whose

personal data was compromised and to restore customer confidence in us and to make changes to our information systems and administrative

processes to address security issues and compliance with applicable laws and regulations.

In addition, our customers could lose confidence

in our ability to protect their personal information, which could cause them to stop shopping on our sites altogether.

Such events could

lead to lost sales and adversely affect our results of operations.

We also could be exposed to government enforcement actions and private

We face significant competition.

We believe that our success will depend heavily

upon achieving market acceptance of our products before our competitors introduce more advanced competing products.

Current and new competitors,

however, may be able to develop and introduce better or more desirable products in advance of us or at a lower cost.

In addition, some

of our current and potential competitors have longer and/or more established operating histories, greater industry experience, greater

name recognition, established customer bases, and significantly greater financial, technical, marketing, and other resources than we do.

To be competitive, we must respond promptly and effectively to the challenges of technological change, evolving standards and regulations,

and our competitors’ innovations by continually working to improve the design of our products, enhancing our products, as well as

improving and increasing our marketing and distribution channels.

Increased competition could result in a decrease in the desirability

of our products, a decrease in the use of our products by customers, loss of market share and brand recognition, and a reduction in the

projected revenues from our products.

We cannot assure you that we will be able to compete successfully against current and future competitors.

Competitive pressures faced by us could have a material adverse effect on our business, operating results and financial condition.

Quality problems with, and product liability

claims in connection with, our aqueous ozone machines could lead to recalls or safety alerts, harm to our reputation, or adverse verdicts

or costly settlements, and could have a material adverse effect on our business, financial condition, and results of operations.

Quality is extremely important to us and our customers

due to the serious and costly consequences of product failure, and our business exposes us to potential product liability risks that are

inherent in the design, manufacture and marketing of cleaning devices and services.

In addition, our products may be used in intensive

care settings with immunocompromised and seriously ill patients.

Component failures, manufacturing defects or design flaws could result

in an unsafe condition or injury to, or death of, a patient or other user of our products.

These problems could lead to the recall of,

or issuance of a safety alert relating to, our products and could result in unfavorable judicial decisions or settlements arising out

of product liability claims and lawsuits, including class actions, which could negatively affect our business, financial condition and

results of operations.

In particular, a material adverse event involving one of our products could result in reduced market acceptance

and demand for all products offered under our brand and could harm our reputation and ability to market products in the future.

High quality products are critical to the success

of our business.

If we fail to meet the high standards that we set for ourselves and that our customers expect, and if our products are

the subject of recalls, safety alerts or other material adverse events, our reputation could be damaged, we could lose customers and our

revenue could decline.

Any product liability claim brought against us,

with or without merit, could be costly to defend and resolve.

Any of the foregoing problems, including product liability claims or product

recalls in the future, regardless of their ultimate outcome, could harm our reputation and have a material adverse effect on our business,

financial condition, and results of operations.

We may receive a significant number of warranty

claims or our aqueous ozone products may require significant amounts of service after sale.

Sales of our aqueous ozone products include a

product limited two-year warranty that covers any issues related to manufacturing defects, specifically relating to the CCS Caddy, POWER

CADDY, MINI CADDY, CCS 3.0 Fill Station, CCS 1.0 Fill Station, CCS 1000, CCS 2000L, CCS 5000 and the NuClean Pro Residential Fill Station.

If a product is provided that has a manufacturing defect, we or an authorized distributor will replace or repair the defective product

as long as a claim is submitted to us within the warranty period in writing within 30 days of the failure.

This warranty does not cover

abuse, misuse of the products, service or unit modifications not authorized by us, or environmental hazards.

As the possible number and

complexity of the features and functionalities of our products increase, we may experience a higher level of warranty claims.

returns or warranty claims are significant or exceed our expectations, we could incur unanticipated expenditures on parts and services,

which could have a material adverse effect on our operating results.

We could be subject to litigation.

Product liability claims are common.

we have not been subject to such claims in the past, we could be a named defendant in a lawsuit alleging product liability claims including,

but not limited to, defects in the design, manufacture or labeling of our aqueous ozone products and machines.

Any litigation, regardless

of its merit or eventual outcome, could result in significant legal costs and high damage awards or settlements.

Although we currently

maintain product liability insurance, the coverage is subject to deductibles and limitations, and may not be adequate to cover future

Additionally, we may be unable to maintain our existing product liability insurance in the future at satisfactory rates or at

adequate amounts.

If we are unable to protect our intellectual

property rights, our reputation and brand could be impaired, and we could lose customers.

We regard our patents, trademarks, trade secrets

and similar intellectual property as important to our success.

We rely on patent, trademark and copyright law, and trade secret protection,

and confidentiality and/or license agreements with employees, customers, partners and others to protect our proprietary rights.

15 patents in the United States, Canada and Mexico.

We cannot be certain that we have taken adequate steps to protect our proprietary

rights, especially in countries where the laws may not protect our rights as fully as in the United States.

In addition, our proprietary

rights may be infringed or misappropriated, and we could be required to incur significant expenses to preserve them.

We may commence litigation

to protect our intellectual property rights.

The outcome of such litigation can be uncertain, and the cost of prosecuting such litigation

may have an adverse impact on our earnings.

We have patent and trademark registrations for several patents and marks.

However, any registrations

may not adequately cover our intellectual property or protect us against infringement by others.

Effective patent, trademark, service

mark, copyright and trade secret protection may not be available in every country in which our products and services may be made available

We also currently own or control a number of Internet domain names and have invested time and money in the purchase of domain

names and other intellectual property, which may be impaired if we cannot protect such intellectual property.

We may be unable to protect

these domain names or acquire or maintain relevant domain names in the United States and in other countries.

If we are not able to protect

our patents, trademarks, domain names or other intellectual property, we may experience difficulties in achieving and maintaining brand

recognition and customer loyalty.

Assertions by third parties of infringement,

misappropriation or other violation by us of their intellectual property rights could result in significant costs and substantially harm

our business and operating results.

In recent years, there has been significant litigation

involving intellectual property rights.

Any infringement, misappropriation or related claims, whether or not meritorious, is time-consuming,

diverts technical and management personnel and is costly to resolve.

As a result of any such dispute, we may have to develop non-infringing technology,

pay damages, enter into royalty or licensing agreements, cease providing our product or take other actions to resolve the claims.

actions, if required, may be costly or unavailable on terms acceptable to us.

Any of these events could result in increases in operating

expenses, limit our product offerings or result in a loss of business.

The loss of key personnel, an inability

to attract and retain additional personnel or difficulties in the integration of new members of our management team into our company could

affect our ability to successfully grow our business.

Our future success depends in large part upon

the continued service of the members of our executive management team and key employees, including our Chief Executive Officer, Clayton

Adams, and our Chief Financial Officer, David Enholm.

trade policy have triggered retaliatory actions by affected countries, and

foreign governments have instituted or are considering imposing trade sanctions on U.S.

Such changes have the potential to adversely

impact the U.S.

economy or sectors thereof, our industry and the demand for our products, and as a result, could have a negative impact

on our business, financial condition and results of operations.

rely on utility inputs from a variety of sources to power our data centers.

If our fulfillment operations are interrupted for any significant

period or are not sufficient to accommodate our facilities, our sales could decline, and our reputation could be harmed.

data centers receive power from grid providers, renewable sources, and backup generators.

If we do not successfully provide adequate power

capabilities, our sales could decline.

Our data centers also require significant water resources.

If we are not able to source adequate

water for use in our data centers, that could impact compute capacity and our sales could decline.

addition, our data centers and computer systems are susceptible to damage or interruption from weather, human error, pandemics, fire,

flood, power loss, telecommunications failures, hackings, terrorist attacks, acts of war, break-ins, earthquakes and similar events.

maintain back-up power systems but they may not be sufficient, depending on the duration of interruption.

We do not presently have

a formal disaster recovery plan and our business interruption insurance may be insufficient to compensate us for losses that may occur

in the event operations at our data centers are interrupted.

In addition, alternative arrangements may not be available, or if they are

available, may increase the cost of fulfillment.

Any interruptions in our operations for any significant period of time, including interruptions

resulting from the expansion of our existing facilities or the transfer of operations to a new facility, could damage our reputation and

brand and substantially harm our business and results of operations.

threats, such as ransomware attacks, to our IT infrastructure could expose us to liability, and damage our reputation and business.

is essential to our business strategy that our technology and network infrastructure remain secure and is perceived by our customers to

Despite security measures, however, any network infrastructure may be vulnerable to cyber-attacks.

Information security risks

have significantly increased in recent years in part due to the proliferation of new technologies and the increased sophistication and

activities of organized crime, hackers, terrorists and other external parties, including foreign private parties and state actors.

may face cyber-attacks that attempt to penetrate our network security, including our data centers, to sabotage or otherwise disable

our website, misappropriate our or our customers’ proprietary information, which may include personally identifiable information,

or cause interruptions of our internal systems and services.

If successful, any of these attacks could negatively affect our reputation,

damage our network infrastructure and our ability to sell our services, harm our relationship with customers that are affected and expose

us to financial liability.

maintain a comprehensive system of preventive and detective controls through our security programs;

however, given the rapidly evolving

nature and proliferation of cyber threats, our controls may not prevent or identify all such attacks in a timely manner or otherwise prevent

unauthorized access to, damage to, or interruption of our systems and operations, and we cannot eliminate the risk of human error or employee

or vendor malfeasance.

addition, any failure by us to comply with applicable privacy and information security laws and regulations could cause us to incur significant

costs to protect any customers whose personal data was compromised and to restore customer confidence in us and to make changes to our

information systems and administrative processes to address security issues and compliance with applicable laws and regulations.

our customers could lose confidence in our ability to protect their personal information, which could cause them to stop shopping on our

sites altogether.

Such events could lead to lost sales and adversely affect our results of operations.

We also could be exposed to government

enforcement actions and private litigation.

face significant competition.

believe that our success will depend heavily upon attracting and retaining tenants.

Current and new competitors, however, may be able

to develop and introduce better or more desirable facilities in advance of us or at a lower cost.

In addition, some of our current and

potential competitors have longer and/or more established operating histories, greater industry experience, greater name recognition,

established customer bases, and significantly greater financial, technical, marketing, and other resources than we do.

To be competitive,

we must respond promptly and effectively to the challenges of technological change, evolving standards and regulations, and our competitors’

Increased competition could result in a decrease in the desirability of our services, a decrease in the use of our services

by customers, loss of market share and brand recognition, and a reduction in the projected revenues from our services.

We cannot assure

you that we will be able to compete successfully against current and future competitors.

Competitive pressures faced by us could have

a material adverse effect on our business, operating results and financial condition.

could be subject to litigation, including for businesses the Company no longer operates.

Cleaning business is being marketed for sale as of September 28, 2026 and the Treasury business was exited on July 20, 2026 but the Company

could still be liable for claims made related to these strategies.

liability claims are common.

Even though we have not been subject to such claims in the past, we could be a named defendant in a lawsuit

alleging product liability claims including, but not limited to, defects in the design, manufacture or labeling of our aqueous ozone products

and machines.

litigation, regardless of its merit or eventual outcome, could result in significant legal costs and high damage awards or settlements.

Although we currently maintain insurance, the coverage is subject to deductibles and limitations, and may not be adequate to cover future

Additionally, we may be unable to maintain our existing liability insurance in the future at satisfactory rates or at adequate

loss of key personnel, an inability to attract and retain additional personnel or difficulties in the integration of new members of our

management team into our company could affect our ability to successfully grow our business.

future success depends in large part upon the continued service of the members of our executive management team and key employees, including

our Chief Executive Officer, Tyler Hassen.

All members of our executive management team are subject to employment agreements.

In addition, our success also depends on our ability to attract and retain qualified technical, sales and marketing, product support,

financial and accounting, legal and other managerial personnel.

The competition for skilled personnel in the industries in which we operate

Our personnel generally may terminate their employment at any time for any reason.

We may incur significant costs to attract

and retain highly skilled personnel, and we may lose new employees to our competitors before we realize the benefit of our investment

in recruiting them.

As we move into new geographies, we will need to attract and recruit skilled personnel across functional areas.

we fail to attract new personnel or if we suffer increases in costs or business operations interruptions as a result of a labor dispute,

or fail to retain and motivate our current personnel, we might not be able to operate our business effectively or efficiently, serve our

users properly or maintain the quality of our content and services.

Failure to comply with privacy laws and

regulations and failure to adequately protect customer data could harm our business, damage our reputation and result in the loss of customers.

Federal and state regulations may govern the collection,

use, sharing and security of data that we receive from our customers.

In addition, we have and post on our website our own privacy policies

and practices concerning the collection, use and disclosure of customer data.

Any failure, or perceived failure, by us to comply with

our posted privacy policies or with any data-related consent orders, U.S.

Federal Trade Commission requirements or other federal,

state or international privacy-related laws and regulations could result in proceedings or actions against us by governmental entities

or others, which could potentially harm our business.

Further, failure or perceived failure to comply with our policies or applicable

requirements related to the collection, use or security of personal information or other privacy-related matters could damage our

reputation and result in a loss of customers.

The regulatory framework for privacy issues is currently evolving and is likely to remain

uncertain for the foreseeable future.

We will face growing

regulatory and compliance requirements in a variety of areas, which can be costly and time consuming.

Our business is, and may in the future be, subject

to a variety of laws and regulations, including working conditions, labor, immigration and employment laws, and health, safety and sanitation

requirements.

We are unable to predict the outcome or effects of any potential legislative or regulatory proposals on our business.

changes to the legal and regulatory framework applicable to our business could have an adverse impact on our business and results of operations.

Our failure to comply with applicable governmental laws and regulations, or to maintain necessary permits or licenses, could result in

liability that could have a material negative effect on our business and results of operations.

Legislation or government regulations may

be adopted which may affect our products and liability.

Nanobubble technology and aqueous ozone are subject

to considerable regulatory uncertainty as the law evolves to catch up with the rapidly evolving nature of the technology itself, all of

which are beyond our control.

Our products also may not achieve the requisite level of compatibility required for certification and rollout

to consumers or satisfy changing regulatory requirements which could require us to redesign, modify or update our products.

The industry may become subject to increased legislation

and regulation.

Further, the legislation or regulations in different countries may impose different standards, which may be conflicting.

Any legislation or regulations which impose standards, or which impose liability, is likely to increase our manufacturing cost as well

as the cost of compliance.

We are subject to, and must remain in compliance

with, numerous laws and governmental regulations concerning the manufacturing, use, distribution and sale of our products.

customers also require that it complies with their own unique requirements relating to these matters.

We produce and sell products that contain ozone,

and which may be subject to government regulation in the locations where we develop, manufacture, and assemble our products, as well as

the locations where we sell our products.

Among other things, certain applicable laws and regulations require or may in the future require

the submission of annual reports to certain governmental agencies certifying that such products comply with applicable performance standards,

the maintenance of manufacturing, testing, and distribution records, and the reporting of certain product defects to such regulatory agency

or consumers.

If our products fail to comply with applicable regulations, we and/or our products could be subjected to a variety of enforcement

actions or sanctions, such as product recalls, repairs or replacements, warning letters, untitled letters, safety alerts, injunctions,

import alerts, administrative product detentions or seizures, or civil penalties.

The occurrence of any of the foregoing could harm our

business, results of operations, and financial condition.

Economic, political and other risks associated

with our international operations could adversely affect our revenues and international growth prospects.

We intend to expand our international presence

as part of our business strategy.

As noted above, we formed CleanCore Global in Ireland and acquired the assets of Sanzonate in the fourth

quarter of fiscal 2025.

International operations are subject to a number of risks inherent to operating in foreign countries, and any

expansion of our international operations will amplify the effects of these risks, which include, among others:

● differences in culture, economic and labor conditions and practices;

● the policies of the U.S.

and foreign governments;

● disruptions in trade relations and economic instability;

● differences in enforcement of contract and intellectual property rights;

● social and political unrest;

● natural disasters, terrorist attacks, pandemics or other catastrophic events;

● complex, varying and changing government regulations and legal standards and requirements, particularly

with respect to tax regulations, price protection, competition practices, export control regulations and restrictions, customs and tax

requirements, immigration, anti-boycott regulations, data privacy, intellectual property, anti-corruption and environmental compliance,

including the Foreign Corrupt Practices Act;

● greater difficulty enforcing intellectual property rights and weaker laws protecting such rights;

● greater difficulty in accounts receivable collections and longer collection periods.

We are also affected by domestic and international

laws and regulations applicable to companies doing business abroad or importing and exporting goods and materials.

These include tax laws,

laws regulating competition, anti-bribery/anti-corruption and other business practices, and trade regulations, including duties and tariffs.

Compliance with these laws is costly, and future changes to these laws may require significant management attention and disrupt our operations.

Additionally, while it is difficult to assess what changes may occur and the relative effect on our international tax structure, significant

changes in how U.S.

and foreign jurisdictions tax cross-border transactions could materially and adversely affect our results of operations

and financial position.

Our results of operations and financial position

are also impacted by changes in currency exchange rates.

Unfavorable currency exchange rates between the US Dollar and foreign currencies

could adversely affect us in the future.

Fluctuations in currency exchange rates may present challenges in comparing operating performance

from period to period.

There are other risks that are inherent in our

international operations, including the potential for changes in socio-economic conditions, laws and regulations, including, among others,

competition, import, export, labor and environmental, health and safety laws and regulations, and monetary and fiscal policies, protectionist

measures that may prohibit acquisitions or joint ventures, or impact trade volumes, unsettled political conditions;

government-imposed

plant or other operational shutdowns, backlash from foreign labor organizations related to our restructuring actions, corruption;

and man-made disasters, hazards and losses, violence, civil and labor unrest, and possible terrorist attacks.

To expand our operations into new international

markets, we may enter into business combination transactions, make acquisitions or enter into strategic partnerships, joint ventures or

alliances, any of which may be material.

We may enter into these transactions to acquire other businesses or products to expand our products

or take advantage of new developments and potential changes in the industry.

Our lack of experience operating in new international markets

and our lack of familiarity with local economic, political and regulatory systems could prevent us from achieving the results that we

expect on our anticipated time frame or at all.

If we are unsuccessful in expanding into new international markets, it could adversely

affect our operating results and financial condition.

Our international operations require us

to comply with anti-corruption laws and regulations of the U.S.

government and various international jurisdictions in which we do business.

Doing business on a worldwide basis requires us

to comply with the laws and regulations of the U.S.

government and various international jurisdictions, and our failure to successfully

comply with these rules and regulations may expose us to liabilities.

These laws and regulations apply to companies, individual directors,

officers, employees, and agents, and may restrict our operations, trade practices, investment decisions and partnering activities.

particular, our international operations are subject to U.S.

and foreign anti-corruption laws and regulations, such as the Foreign Corrupt

Practices Act, or the FCPA.

The FCPA prohibits us from providing anything of value to foreign officials for the purposes of influencing

official decisions or obtaining or retaining business or otherwise obtaining favorable treatment, and requires us to maintain adequate

record- keeping and internal accounting practices to accurately reflect our transactions.

As part of our business, we may deal with state-owned

business enterprises, the employees and representatives of which may be considered foreign officials for purposes of the FCPA.

some of the international locations in which we operate lack a developed legal system and have elevated levels of corruption.

of the above activities, we are exposed to the risk of violating anti-corruption laws.

Violations of these legal requirements are punishable

by criminal fines and imprisonment, civil penalties, disgorgement of profits, injunctions, debarment from government contracts as well

as other remedial measures.

We have established policies and procedures designed to assist us and our personnel in complying with applicable

and international laws and regulations.

However, there can be no assurance that our policies and procedures will effectively prevent

us from violating these regulations in every transaction in which we may engage, and such a violation could adversely affect our reputation,

business, financial condition and results of operations.

The impact of geopolitical conflicts may

adversely affect our business and results of operations.

Our operations are affected by economic, political

and other conditions in the foreign countries in which we do business as well as U.S.

laws regulating international trade.

Specifically,

instability in the geopolitical environment in many parts of the world (including as a result of the on-going Russia and Ukraine war,

the conflicts in the Middle East and increasingly tense China-Taiwan relations) and other disruptions may continue to put pressure on

global economic conditions.

Our inability to respond to and manage the potential impact of such events effectively could have a material

adverse effect on our business, financial condition, and results of operations.

In addition, countries across the globe are instituting

sanctions and other penalties against Russia and are becoming more wary of China.

While we do not have operations in, and do not obtain

products from, Russia or Ukraine, the retaliatory measures that have been taken, and could be taken in the future, by the U.S., NATO,

and other countries have created global security concerns that could result in broader European military and political conflicts and otherwise

have a substantial impact on regional and global economies, any or all of which could adversely affect our business.

While the broader consequences are uncertain at

this time, the continuation and/or escalation of the Russian and Ukraine conflict, the conflicts in the Middle East, along with any expansion

of the conflict to surrounding areas, create a number of risks that could adversely impact our business, including:

● increased inflation and significant volatility in commodity

● disruptions to our technology infrastructure, including through

cyberattacks, ransom attacks or cyber-intrusion;

● adverse changes in international trade policies and relations;

● our ability to maintain or increase our prices, including

freight in response to rising fuel costs;

● disruptions in global supply chains;

● increased exposure to foreign currency fluctuations;

● constraints, volatility or disruption in the credit and capital

We have identified material weaknesses in

our internal control over financial reporting.

If we fail to develop or maintain an effective system of internal controls, we may not

be able to accurately report our financial results and prevent fraud.

As a result, current and potential stockholders could lose confidence

in our consolidated financial statements, which would harm the trading price of our class B common stock.

Companies that file reports with the

Securities and Exchange Commission, or the SEC, including us, are subject to the requirements of Section 404 of the Sarbanes-Oxley

Act of 2002, or SOX 404.

SOX 404 requires management to establish and maintain a system of internal control over financial reporting

and requires annual reports on Form 10-K filed under the Securities Exchange Act of 1934, as amended, or the Exchange Act, to

contain a report from management assessing the effectiveness of a company’s internal control over financial reporting.

Separately, under SOX 404, as amended by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, public companies

that are large accelerated filers or accelerated filers must include in their annual reports on Form 10-K an attestation report of

their regular auditors attesting to and reporting on management’s assessment of internal control over financial reporting.

Non-accelerated filers and smaller reporting companies, like us, are not required to include an attestation report of their auditors

in annual reports.

A report of our management is included under Item

our success also depends on our ability to attract and retain qualified technical, financial and accounting, legal and other managerial

The competition for skilled personnel in the industries in which we operate is intense.

Our personnel generally may terminate

their employment at any time for any reason.

We may incur significant costs to attract and retain highly skilled personnel, and we may

lose new employees to our competitors before we realize the benefit of our investment in recruiting them.

If we fail to attract new personnel

or if we suffer increases in costs or business operations interruptions as a result of a labor dispute, or fail to retain and motivate

our current personnel, we might not be able to operate our business effectively or efficiently, serve our users properly or maintain the

quality of our content and services.

to comply with privacy laws and regulations and failure to adequately protect customer data could harm our business, damage our reputation

and result in the loss of customers.

and state regulations may govern the collection, use, sharing and security of data that we receive from our customers.

In addition, we

have and post on our website our own privacy policies and practices concerning the collection, use and disclosure of customer data.

failure, or perceived failure, by us to comply with our posted privacy policies or with any data-related consent orders, U.S.

Trade Commission requirements or other federal, state or international privacy-related laws and regulations could result in proceedings

or actions against us by governmental entities or others, which could potentially harm our business.

Further, failure or perceived failure

to comply with our policies or applicable requirements related to the collection, use or security of personal information or other privacy-related matters

could damage our reputation and result in a loss of customers.

The regulatory framework for privacy issues is currently evolving and is

likely to remain uncertain for the foreseeable future.

will face growing regulatory and compliance requirements in a variety of areas, which can be costly and time consuming.

business is, and may in the future be, subject to a variety of laws and regulations, including working conditions, labor, immigration

and employment laws, and health, safety and sanitation requirements.

We are unable to predict the outcome or effects of any potential

legislative or regulatory proposals on our business.

Any changes to the legal and regulatory framework applicable to our business could

have an adverse impact on our business and results of operations.

Our failure to comply with applicable governmental laws and regulations,

or to maintain necessary permits or licenses, could result in liability that could have a material negative effect on our business and

results of operations.

have identified material weaknesses in our internal control over financial reporting.

If we fail to develop or maintain an effective system

of internal controls, we may not be able to accurately report our financial results and prevent fraud.

As a result, current and potential

stockholders could lose confidence in our financial statements, which would harm the trading price of our common stock.

that file reports with the Securities and Exchange Commission, or the SEC, including us, are subject to the requirements of Section 404

of the Sarbanes-Oxley Act of 2002, or SOX 404.

SOX 404 requires management to establish and maintain a system of internal control over

financial reporting and annual reports on Form 10-K filed under the Securities Exchange Act of 1934, as amended, or the Exchange Act,

to contain a report from management assessing the effectiveness of a company’s internal control over financial reporting.

under SOX 404, as amended by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, public companies that are large accelerated

filers or accelerated filers must include in their annual reports on Form 10-K an attestation report of their regular auditors attesting

to and reporting on management’s assessment of internal control over financial reporting.

Non-accelerated filers and smaller reporting

companies, like us, are not required to include an attestation report of their auditors in annual reports.

report of our management is included under Item 9A.

“ Controls and Procedures.

” We are a smaller reporting company and, consequently, are not required to include

an attestation report of our auditor in our annual report.

However, if and when we become subject to the auditor attestation requirements

under SOX 404, we can provide no assurance that we will receive a positive attestation from our independent auditors.

During its evaluation of the effectiveness of

internal control over financial reporting as of June 30, 2025, management identified material weaknesses as described under Item

” We are a smaller reporting company

and, consequently, are not required to include an attestation report of our auditor in our annual report.

However, if and when we become

subject to the auditor attestation requirements under SOX 404, we can provide no assurance that we will receive a positive attestation

from our independent auditors.

its evaluation of the effectiveness of internal control over financial reporting as of June 30, 2026, management identified material

weaknesses as described under Item 9A.

“ Controls and Procedures.

” We are undertaking remedial measures, which measures will take time to implement

and test, to address these material weaknesses.

There can be no assurance that such measures will be sufficient to remedy the material

weaknesses identified or that additional material weaknesses or other control or significant deficiencies will not be identified in the

If we continue to experience material weaknesses in our internal controls or fail to maintain or implement required new or improved

controls, such circumstances could cause us to fail to meet our periodic reporting obligations or result in material misstatements in

our consolidated financial statements, or adversely affect the results of periodic management evaluations and, if required, annual auditor

attestation reports.

Each of the foregoing results could cause investors to lose confidence in our reported financial information and

lead to a decline in our stock price.

Industry and other market data that may

be used in our periodic reports that we may file with the SEC and our other materials, including those undertaken by us or our engaged

consultants, may not prove to be representative of current and future market conditions or future results.

The periodic reports that we may file with the

SEC may include or refer to statistical and other industry and market data that we obtained from industry publications and research, surveys

and studies conducted by third parties and surveys and studies that we may have undertaken ourselves regarding the market potential for

our product candidates.

Although we believe that such information has been, and will be, obtained from reliable sources, the sources of

such data do not guarantee the accuracy or completeness of such information.

While we believe these industry publications and third-party

research, surveys and studies are reliable, we do not independently verify such data.

The results of this data represent various methodologies,

assumptions, research, analysis, projections, estimates, composition of respondent pool, presentation of data and adjustments, each of

which may ultimately prove to be incorrect or inaccurate and may cause actual results and market viability information to differ materially

from that presented in any such reports or other materials that we may prepare.

Risks Related to Ownership of Our Common Stock

We may not be able to maintain a listing

of our class B common stock on NYSE American.

We must meet certain financial and liquidity criteria

to maintain the listing of our class B common stock on NYSE American.

If we fail to meet any of NYSE American’s continued listing

standards or we violate NYSE American listing requirements, our class B common stock may be delisted.

In addition, our board of directors

may determine that the cost of maintaining our listing on a national securities exchange outweighs the benefits of such a listing.

of our class B common stock from NYSE American may materially impair our stockholders’ ability to buy and sell our class B common

stock and could have an adverse effect on the market price of, and the efficiency of the trading market for, our class B common stock.

The delisting of our class B common stock could significantly impair our ability to raise capital and the value of your investment.

The market price of our stock may be highly

volatile, and you could lose all or part of your investment.

The market for our class B common stock may be

characterized by significant price volatility when compared to the shares of larger, more established companies that have large public

floats, and we expect that our stock price will be more volatile than the shares of such larger, more established companies for the indefinite

” We are undertaking remedial measures, which

measures will take time to implement and test, to address these material weaknesses.

There can be no assurance that such measures will

be sufficient to remedy the material weaknesses identified or that additional material weaknesses or other control or significant deficiencies

will not be identified in the future.

If we continue to experience material weaknesses in our internal controls or fail to maintain or

implement required new or improved controls, such circumstances could cause us to fail to meet our periodic reporting obligations or result

in material misstatements in our financial statements, or adversely affect the results of periodic management evaluations and, if required,

annual auditor attestation reports.

Each of the foregoing results could cause investors to lose confidence in our reported financial information

and lead to a decline in our stock price.

and other market data that may be used in our periodic reports that we may file with the SEC and our other materials, including those

undertaken by us or our engaged consultants, may not prove to be representative of current and future market conditions or future results.

periodic reports that we may file with the SEC may include or refer to statistical and other industry and market data that we obtained

from industry publications and research, surveys and studies conducted by third parties and surveys and studies that we may have undertaken

ourselves regarding the market potential for our product candidates.

Although we believe that such information has been, and will be,

obtained from reliable sources, the sources of such data do not guarantee the accuracy or completeness of such information.

While we believe

these industry publications and third-party research, surveys and studies are reliable, we do not independently verify such data.

results of this data represent various methodologies, assumptions, research, analysis, projections, estimates, composition of respondent

pool, presentation of data and adjustments, each of which may ultimately prove to be incorrect or inaccurate and may cause actual results

and market viability information to differ materially from that presented in any such reports or other materials that we may prepare.

Related to Ownership of Our Common Stock

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 June 30, 2026, 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.

may not be able to maintain a listing of our common stock on NYSE American.

must meet certain financial and liquidity criteria to maintain the listing of our common stock on NYSE American.

If we fail to meet any

of NYSE American’s continued listing standards or we violate NYSE American listing requirements, our common stock may be delisted.

In addition, our board of directors may determine that the cost of maintaining our listing on a national securities exchange outweighs

the benefits of such a listing.

A delisting of our common stock from NYSE American may materially impair our stockholders’ ability

to buy and sell our common stock and could have an adverse effect on the market price of, and the efficiency of the trading market for,

our common stock.

The delisting of our common stock could significantly impair our ability to raise capital and the value of your investment.

market price of our stock may be highly volatile, and you could lose all or part of your investment.

market for our common stock may be characterized by significant price volatility when compared to the shares of larger, more established

companies that have large public floats, and we expect that our stock price will be more volatile than the shares of such larger, more

established companies for the indefinite future.

The stock market in general has recently been highly volatile.

We may also experience such volatility, which may be unrelated

to our actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to

assess the rapidly changing value of our class B common stock.

The market price of our class B common stock is

likely to be volatile due to a number of factors.

First, as noted above, our class B common stock is likely to be more sporadically and

thinly traded compared to the shares of such larger, more established companies.

The price for our class B common stock could, for example,

decline precipitously in the event that a large number of shares are sold on the market without commensurate demand.

Furthermore, we are

a speculative or “risky” investment due to our lack of profits to date.

As a consequence of this enhanced risk, more risk-adverse

investors may, under the fear of losing all or most of their investment in the event of negative news or lack of progress, be more inclined

to sell their shares on the market more quickly and at greater discounts than would be the case with the stock of a larger, more established

company that has a large public float.

Many of the foregoing factors are beyond our control and may decrease the market price of our class

B common stock regardless of our operating performance.

The market price of our class B common stock could also be subject to wide fluctuations

in response to a broad and diverse range of factors, including the following:

● actual or anticipated variations in our periodic operating results;

● increases in market interest rates that lead investors of our class B common stock to demand a higher

investment return;

We may also experience

such volatility, which may be unrelated to our actual or expected operating performance and financial condition or prospects, making it

difficult for prospective investors to assess the rapidly changing value of our common stock.

market price of our common stock is likely to be volatile due to a number of factors.

First, as noted above, our common stock is likely

to be more sporadically and thinly traded compared to the shares of such larger, more established companies.

The price for our common

stock could, for example, decline precipitously in the event that a large number of shares are sold on the market without commensurate

Furthermore, we are a speculative or “risky” investment due to our lack of profits to date.

As a consequence of this

enhanced risk, more risk-adverse investors may, under the fear of losing all or most of their investment in the event of negative news

or lack of progress, be more inclined to sell their shares on the market more quickly and at greater discounts than would be the case

with the stock of a larger, more established company that has a large public float.

Many of the foregoing factors are beyond our control

and may decrease the market price of our common stock regardless of our operating performance.

The market price of our common stock could

also be subject to wide fluctuations in response to a broad and diverse range of factors, including the following:

actual or anticipated variations in our periodic

operating results;

increases in market interest rates that lead investors

of our common stock to demand a higher investment return;

changes in earnings estimates;

1 unchanged sentence

actions or announcements by our competitors;

● adverse market reaction to any increased indebtedness we may incur in the future;

adverse market reaction to any increased indebtedness

we may incur in the future;

additions or departures of key personnel;

actions by stockholders;

● speculation in the media, online forums, or investment community;

● our ability to maintain the listing of our class B common stock on NYSE American.

Volatility in the market price of our class B

common stock may prevent investors from being able to sell their class B common stock at or above the price at which they purchased it.

speculation in the media, online forums, or investment

our ability to maintain the listing of our common

stock on NYSE American.

in the market price of our common stock may prevent investors from being able to sell their common stock at or above the price at which

they purchased it.

As a result, you may suffer a loss on your investment.

We do not expect to declare or pay dividends

in the foreseeable future.

We do not expect to declare or pay dividends in

the foreseeable future, as we anticipate that we will invest future earnings in the development and growth of our business.

holders of our class B common stock will not receive any return on their investment unless they sell their shares, and holders may be

unable to sell their shares on favorable terms or at all.

The structure of our common stock has the

effect of concentrating voting control with a single stockholder, which will limit or preclude your ability to influence corporate matters.

It may also limit the price and liquidity of our class B common stock due to its ineligibility for inclusion in certain stock market

We are authorized to issue two classes of common

stock – class A common stock and class B common stock.

The class A common stock is entitled to ten votes per share and the class

B common stock is entitled to one vote.

Clayton Adams, our Chief Executive Officer, holds all of our outstanding shares of class A common

stock and is able to exercise approximately 66% of our total voting power.

This concentrated control will limit or preclude your ability

to influence corporate matters, including significant business decisions, for the foreseeable future and could harm the market value of

your class B common stock.

In addition, certain index providers

have announced restrictions on including companies with multiple-class share structures in certain of their indexes.

For example, in July

2017, FTSE Russell and Standard & Poor’s announced that they would cease to allow most newly public companies utilizing dual

or multi-class capital structures to be included in their indices.

Under the announced policies, our dual class capital structure

would make us ineligible for inclusion in any of these indices.

Given the sustained flow of investment funds into passive strategies

that seek to track certain indexes, exclusion from stock indexes would likely preclude investment by many of these funds and could make

our class B common stock less attractive to other investors.

As a result, fewer investors may be willing to purchase our

class B common stock.

In consequence, the market price and liquidity of our class B common stock could be adversely affected.

Future issuances of our class B common stock

or securities convertible into, or exercisable or exchangeable for, our class B common stock could cause the market price of our class

B common stock to decline and would result in the dilution of your holdings.

Future issuances of our class B common stock or

securities convertible into, or exercisable or exchangeable for, our class B common stock could cause the market price of our class B

common stock to decline.

We cannot predict the effect, if any, of future issuances of our securities on the price of our class B common

In all events, future issuances of our class B common stock would result in the dilution of your holdings.

do not expect to declare or pay dividends in the foreseeable future.

do not expect to declare or pay dividends in the foreseeable future, as we anticipate that we will invest future earnings in the development

and growth of our business.

Therefore, holders of our common stock will not receive any return on their investment unless they sell their

shares, and holders may be unable to sell their shares on favorable terms or at all.

issuances of our common stock or securities convertible into, or exercisable or exchangeable for, our common stock could cause the market

price of our common stock to decline and would result in the dilution of your holdings.

issuances of our common stock or securities convertible into, or exercisable or exchangeable for, our common stock could cause the market

price of our common stock to decline.

We cannot predict the effect, if any, of future issuances of our securities on the price of our

common stock.

In all events, future issuances of our common stock would result in the dilution of your holdings.

In addition, the perception

that new issuances of our securities could occur could adversely affect the market price of our class B common stock.

Future issuances of debt securities, which

would rank senior to our common stock upon our bankruptcy or liquidation, and future issuances of preferred stock, which could rank senior

to our common stock for the purposes of dividends and liquidating distributions, may adversely affect the level of return you may be able

to achieve from an investment in our class B common stock.

In the future, we may attempt to increase our

capital resources by offering debt securities.

Upon bankruptcy or liquidation, holders of our debt securities, and lenders with respect

to other borrowings we may make, would receive distributions of our available assets prior to any distributions being made to holders

of our common stock.

Moreover, if we issue preferred stock, the holders of such preferred stock could be entitled to preferences over

holders of common stock in respect of the payment of dividends and the payment of liquidating distributions.

Because our decision to issue

debt or preferred stock in any future offering, or borrow money from lenders, will depend in part on market conditions and other factors

beyond our control, we cannot predict or estimate the amount, timing or nature of any such future offerings or borrowings.

our class B common stock must bear the risk that any future offerings we conduct or borrowings we make may adversely affect the level

of return, if any, they may be able to achieve from an investment in our class B common stock.

If securities industry analysts do not publish

research reports on us, or publish unfavorable reports on us, then the market price and market trading volume of our class B common stock

could be negatively affected.

The trading market for our class B common stock

may be influenced in part by any research reports that securities industry analysts publish about us.

We do not currently have and may

never obtain research coverage by securities industry analysts.

If no securities industry analysts commence coverage of us, the market

price and market trading volume of our class B common stock could be negatively affected.

In the event we are covered by analysts, and

one or more of such analysts downgrade our securities, or otherwise reports on us unfavorably, or discontinues coverage of us, the market

price and market trading volume of our class B common stock could be negatively affected.

If our shares of class B common stock become

subject to the penny stock rules, it would become more difficult to trade our shares.

The SEC has adopted rules that regulate broker-dealer

practices in connection with transactions in penny stocks.

Penny stocks are generally equity securities with a price of less than $5.00,

other than securities registered on certain national securities exchanges or authorized for quotation on certain automated quotation systems,

provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system.

If we do not retain a listing on NYSE American or another national securities exchange and if the price of our class B common stock is

less than $5.00, our class B common stock could be deemed a penny stock.

The penny stock rules require a broker-dealer, before a transaction

in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document containing specified information.

In addition, the penny stock rules require that before effecting any transaction in a penny stock not otherwise exempt from those rules,

a broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive

(i) the purchaser’s written acknowledgment of the receipt of a risk disclosure statement;

(ii) a written agreement to transactions

involving penny stocks;

that new issuances of our securities could occur could adversely affect the market price of our common stock.

issuances by Zone of debt securities, which would rank senior to our common stock upon our bankruptcy or liquidation, and future issuances

of preferred stock, which could rank senior to our common stock for the purposes of dividends and liquidating distributions, may adversely

affect the level of return you may be able to achieve from an investment in our common stock.

Project level debt financing may be issued

with different seniority than Zone issued debt securities and may not be subject to the same distributions.

the future, we may attempt to increase our capital resources by offering debt securities.

Upon bankruptcy or liquidation, holders of our

debt securities, and lenders with respect to other borrowings we may make, would receive distributions of our available assets prior to

any distributions being made to holders of our common stock.

Because our decision to issue debt in any future offering, or borrow money

from lenders, will depend in part on market conditions and other factors beyond our control, we cannot predict or estimate the amount,

timing or nature of any such future offerings or borrowings.

Holders of our common stock must bear the risk that any future offerings

we conduct or borrowings we make may adversely affect the level of return, if any, they may be able to achieve from an investment in our

common stock.

securities industry analysts do not publish research reports on us, or publish unfavorable reports on us, then the market price and market

trading volume of our common stock could be negatively affected.

trading market for our common stock may be influenced in part by any research reports that securities industry analysts publish about

We do not currently have and may never obtain research coverage by securities industry analysts.

If no securities industry analysts

commence coverage of us, the market price and market trading volume of our common stock could be negatively affected.

In the event we

are covered by analysts, and one or more of such analysts downgrade our securities, or otherwise reports on us unfavorably, or discontinues

coverage of us, the market price and market trading volume of our common stock could be negatively affected.

our shares of common stock become subject to the penny stock rules, it would become more difficult to trade our shares.

SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks.

Penny stocks are generally

equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or authorized

for quotation on certain automated quotation systems, provided that current price and volume information with respect to transactions

in such securities is provided by the exchange or system.

If we do not retain a listing on NYSE American or another national securities

exchange and if the price of our common stock is less than $5.00, our common stock could be deemed a penny stock.

The penny stock rules

require a broker-dealer, before a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure

document containing specified information.

In addition, the penny stock rules require that before effecting any transaction in a penny

stock not otherwise exempt from those rules, a broker-dealer must make a special written determination that the penny stock is a suitable

investment for the purchaser and receive (i) the purchaser’s written acknowledgment of the receipt of a risk disclosure statement;

(ii) a written agreement to transactions involving penny stocks;

and (iii) a signed and dated copy of a written suitability statement.

These disclosure requirements may have the

effect of reducing the trading activity in the secondary market for our class B common stock, and therefore stockholders may have difficulty

selling their shares.

We are subject to ongoing public reporting

requirements that are less rigorous than rules for companies that are not emerging growth companies, and our stockholders could receive

less information than they might expect to receive from more mature public companies.

We report on an ongoing basis as an “emerging

growth company” (as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act) under the reporting rules set forth

under the Exchange Act.

For so long as we remain an emerging growth company, we may take advantage of certain exemptions from various

reporting requirements that are applicable to other Exchange Act reporting companies that are not emerging growth companies, including

but not limited to:

● not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley

● being permitted to comply with reduced disclosure obligations regarding executive compensation in our

periodic reports and proxy statements;

● being exempt from the requirement to hold a non-binding advisory vote on executive compensation and stockholder

approval of any golden parachute payments not previously approved.

In addition, Section 107 of the JOBS Act also

provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities

Act of 1933, as amended, or the Securities Act, for complying with new or revised accounting standards.

In other words, an emerging growth

company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.

elected to take advantage of the benefits of this extended transition period.

Our financial statements may therefore not be comparable

to those of companies that comply with such new or revised accounting standards.

We will remain an emerging growth company until

the earliest of (i) the last day of the fiscal year following the fifth anniversary of our initial public offering, (ii) the last day

of the first fiscal year in which our total annual gross revenues are $1.235 billion or more, (iii) the date that we become a “large

accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our class B common

stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter

or (iv) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.

Because we are subject to ongoing public reporting

requirements that are less rigorous than Exchange Act rules for companies that are not emerging growth companies, our stockholders could

receive less information than they might expect to receive from more mature public companies.

We cannot predict if investors will find

our class B common stock less attractive if we elect to rely on these exemptions, or if taking advantage of these exemptions would result

in less active trading or more volatility in the price of our class B common stock.

We are also a smaller reporting company,

and if we take advantage of certain exemptions from SEC disclosure requirements available to smaller reporting companies, this could make

our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.

Rule 12b-2 of the Exchange Act defines a “smaller

reporting company” as an issuer that is not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent

that is not a smaller reporting company and that:

● had a public float of less than $250 million as of the last business day of its most recently completed

second fiscal quarter, computed by multiplying the aggregate worldwide number of shares of its voting and non-voting common equity held

by non-affiliates by the price at which the common equity was last sold, or the average of the bid and asked prices of common equity,

in the principal market for the common equity;

● in the case of an initial registration statement under the Securities Act or the Exchange Act for shares

of its common equity, had a public float of less than $250 million as of a date within 30 days of the date of the filing of the registration

statement, computed by multiplying the aggregate worldwide number of such shares held by non-affiliates before the registration plus,

in the case of a Securities Act registration statement, the number of such shares included in the registration statement by the estimated

public offering price of the shares;

● in the case of an issuer whose public float as calculated under paragraph (1) or (2) of this definition

was zero or whose public float was less than $700 million, had annual revenues of less than $100 million during the most recently completed

fiscal year for which audited financial statements are available.

As a smaller reporting company, we are not required

and may not include a compensation discussion and analysis section in our proxy statements, and we provide only two years of financial

We also have other “scaled” disclosure requirements that are less comprehensive than issuers that are not smaller

reporting companies which could make our class B common stock less attractive to potential investors, which could make it more difficult

for our stockholders to sell their shares.

We are a controlled company and a smaller

reporting company under the rules of NYSE American and as a result, we may choose to exempt our company from certain corporate governance

requirements that could have an adverse effect on our public stockholders.

NYSE American rules, a company of which more than 50% of the voting power is held by an individual, group or another company is

a “controlled company” and may elect not to comply with certain corporate governance requirements, including, without limitation,

(i) the requirement to have a board of directors comprised of a majority of independent directors, (ii) the requirement that director

nominees be selected either by the independent directors or a nomination committee comprised solely of independent directors and (iii)

the requirement that the compensation of officers be determined, or recommended to the board for determination, either by the independent

directors or a compensation committee comprised solely of independent directors.

As noted above, Clayton Adams is able to exercise more

than 50% of our total voting power.

As a result, we are a controlled company within the meaning of NYSE American rules.

Although we currently

do not intend to rely on the controlled company exemption, we could elect to rely on this exemption in the future.

If we elected to rely

on the controlled company exemption, a majority of the members of our board of directors might not be independent and our nominating and

compensation committees might not consist entirely of independent directors.

In addition, certain exemptions to NYSE American’s

corporate governance rules are available to smaller reporting companies.

These exemptions permit smaller reporting companies to have a

board of directors comprised of 50% of independent directors, as opposed to a majority, and to have an audit committee comprised of two

members instead of three members.

We are currently relying on these smaller reporting company exceptions as our board of directors is

currently comprised of four directors, two of whom are independent, and our audit committee is currently comprised of two independent

Our status as a controlled company and a smaller

reporting company could cause our class B common stock to look less attractive to certain investors or otherwise harm our trading price.

Anti-takeover provisions in our charter

documents and under Nevada law could make an acquisition of our company more difficult, and limit attempts by our stockholders to replace

or remove our current management.

Provisions in our articles of incorporation and

bylaws may have the effect of delaying or preventing a change of control of our company or changes in our management.

As described above,

we have a dual class structure which concentrates control with a single stockholder.

Furthermore, neither the holders of our common stock

nor the holders of our preferred stock have cumulative voting rights in the election of our directors.

The combination of the present

ownership by this single stockholder of a significant portion of our issued and outstanding common stock and lack of cumulative voting

makes it more difficult for other stockholders to replace our board of directors or for a third party to obtain control of our company

by replacing its board of directors.

In addition, our authorized but unissued shares

of common stock are available for our board of directors to issue without stockholder approval, subject to NYSE American’s rules.

We may use these additional shares for a variety of corporate purposes, including raising additional capital, corporate acquisitions and

employee stock plans.

The existence of our authorized but unissued shares of common stock could render it more difficult or discourage

an attempt to obtain control of our company by means of a proxy context, tender offer, merger or other transaction since our board of

directors can issue large amounts of capital stock as part of a defense to a take-over challenge.

In addition, we have authorized in our

articles of incorporation 50,000,000 shares of preferred stock.

Our board acting alone and without approval of our stockholders, subject

to NYSE American’s rules, can designate and issue one or more series of preferred stock containing super-voting provisions, enhanced

economic rights, rights to elect directors, or other dilutive features, that could be utilized as part of a defense to a take-over challenge.

In addition, various provisions of our bylaws

may also have an anti-takeover effect.

These provisions may delay, defer or prevent a tender offer or takeover attempt of our company

that a stockholder might consider in his or her best interest, including attempts that might result in a premium over the market price

for the shares held by our stockholders.

Our bylaws may be adopted, amended or repealed only by our board of directors.

Our bylaws also

contain limitations as to who may call special meetings as well as require advance notice of stockholder matters to be brought at a meeting.

Additionally, our bylaws also provide that no director may be removed by less than a two-thirds vote of the issued and outstanding shares

entitled to vote on the removal.

Our bylaws also permit the board of directors to establish the number of directors and fill any vacancies

and newly created directorships.

These provisions will prevent a stockholder from increasing the size of our board of directors and gaining

control of our board of directors by filling the resulting vacancies with its own nominees.

Our bylaws also establish an advance notice procedure

for stockholder proposals to be brought before an annual meeting of our stockholders, including proposed nominations of persons for election

to the board of directors.

Stockholders at an annual meeting will only be able to consider proposals or nominations specified in the notice

of meeting or brought before the meeting by or at the direction of the board of directors or by a stockholder who was a stockholder of

record on the record date for the meeting, who is entitled to vote at the meeting and who has given us timely written notice, in proper

form, of the stockholder’s intention to bring that business before the meeting.

Although our bylaws do not give the board of directors

the power to approve or disapprove stockholder nominations of candidates or proposals regarding other business to be conducted at a special

or annual meeting, our bylaws may have the effect of precluding the conduct of certain business at a meeting if the proper procedures

are not followed or may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect its own slate of directors

or otherwise attempting to obtain control of our company.

These provisions may frustrate or prevent any

attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members

of our board of directors, which is responsible for appointing the members of our management.

These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our common stock, and therefore

stockholders may have difficulty selling their shares.

are subject to ongoing public reporting requirements that are less rigorous than rules for companies that are not emerging growth companies,

and our stockholders could receive less information than they might expect to receive from more mature public companies.

report on an ongoing basis as an “emerging growth company” (as defined in the Jumpstart Our Business Startups Act of 2012,

or the JOBS Act) under the reporting rules set forth under the Exchange Act.

For so long as we remain an emerging growth company, we may

take advantage of certain exemptions from various reporting requirements that are applicable to other Exchange Act reporting companies

that are not emerging growth companies, including but not limited to:

not being required to comply with the auditor attestation

requirements of Section 404 of the Sarbanes-Oxley Act;

being permitted to comply with reduced disclosure

obligations regarding executive compensation in our periodic reports and proxy statements;

being exempt from the requirement to hold a non-binding

advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period

provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended, or the Securities Act, for complying with new or revised accounting

In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would

otherwise apply to private companies.

We have elected to take advantage of the benefits of this extended transition period.

Our financial

statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

will remain an emerging growth company until the earliest of (i) the last day of the fiscal year following the fifth anniversary of our

initial public offering, (ii) the last day of the first fiscal year in which our total annual gross revenues are $1.235 billion or more,

(iii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur

if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently

completed second fiscal quarter or (iv) the date on which we have issued more than $1 billion in non-convertible debt during the preceding

three year period.

we are subject to ongoing public reporting requirements that are less rigorous than Exchange Act rules for companies that are not emerging

growth companies, our stockholders could receive less information than they might expect to receive from more mature public companies.

We cannot predict if investors will find our common stock less attractive if we elect to rely on these exemptions, or if taking advantage

of these exemptions would result in less active trading or more volatility in the price of our common stock.

are also a smaller reporting company, and if we take advantage of certain exemptions from SEC disclosure requirements available to smaller

reporting companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance

with other public companies.

12b-2 of the Exchange Act defines a “smaller reporting company” as an issuer that is not an investment company, an asset-backed

issuer, or a majority-owned subsidiary of a parent that is not a smaller reporting company and that:

had a public float of less than $250 million as

of the last business day of its most recently completed second fiscal quarter, computed by multiplying the aggregate worldwide number

of shares of its voting and non-voting common equity held by non-affiliates by the price at which the common equity was last sold, or

the average of the bid and asked prices of common equity, in the principal market for the common equity;

in the case of an initial registration statement

under the Securities Act or the Exchange Act for shares of its common equity, had a public float of less than $250 million as of a date

within 30 days of the date of the filing of the registration statement, computed by multiplying the aggregate worldwide number of such

shares held by non-affiliates before the registration plus, in the case of a Securities Act registration statement, the number of such

shares included in the registration statement by the estimated public offering price of the shares;

in the case of an issuer whose public float as

calculated under paragraph (1) or (2) of this definition was zero or whose public float was less than $700 million, had annual revenues

of less than $100 million during the most recently completed fiscal year for which audited financial statements are available.

a smaller reporting company, we are not required and may not include a compensation discussion and analysis section in our proxy statements,

and we provide only two years of financial statements.

We also have other “scaled” disclosure requirements that are less comprehensive

than issuers that are not smaller reporting companies which could make our common stock less attractive to potential investors, which

could make it more difficult for our stockholders to sell their shares.

Anti-takeover

provisions in our charter documents and under Nevada law could make an acquisition of our company more difficult, and limit attempts by

our stockholders to replace or remove our current management.

in our articles of incorporation and bylaws may have the effect of delaying or preventing a change of control of our company or changes

in our management.

authorized but unissued shares of common stock are available for our board of directors to issue without stockholder approval, subject

to NYSE American’s rules.

We may use these additional shares for a variety of corporate purposes, including raising additional capital,

corporate acquisitions and employee stock plans.

The existence of our authorized but unissued shares of common stock could render it more

difficult or discourage an attempt to obtain control of our company by means of a proxy context, tender offer, merger or other transaction

since our board of directors can issue large amounts of capital stock as part of a defense to a take-over challenge.

In addition, we have

authorized in our articles of incorporation 50,000,000 shares of preferred stock.

Our board acting alone and without approval of our stockholders,

subject to NYSE American’s rules, can designate and issue one or more series of preferred stock containing super-voting provisions,

enhanced economic rights, rights to elect directors, or other dilutive features, that could be utilized as part of a defense to a take-over

addition, various provisions of our bylaws may also have an anti-takeover effect.

These provisions may delay, defer or prevent a tender

offer or takeover attempt of our company that a stockholder might consider in his or her best interest, including attempts that might

result in a premium over the market price for the shares held by our stockholders.

Our bylaws may be adopted, amended or repealed only

by our board of directors.

Our bylaws also contain limitations as to who may call special meetings as well as require advance notice of

stockholder matters to be brought at a meeting.

Additionally, our bylaws also provide that no director may be removed by less than a two-thirds

vote of the issued and outstanding shares entitled to vote on the removal.

Our bylaws also permit the board of directors to establish

the number of directors and fill any vacancies and newly created directorships.

These provisions will prevent a stockholder from increasing

the size of our board of directors and gaining control of our board of directors by filling the resulting vacancies with its own nominees.

bylaws also establish an advance notice procedure for stockholder proposals to be brought before an annual meeting of our stockholders,

including proposed nominations of persons for election to the board of directors.

Stockholders at an annual meeting will only be able

to consider proposals or nominations specified in the notice of meeting or brought before the meeting by or at the direction of the board

of directors or by a stockholder who was a stockholder of record on the record date for the meeting, who is entitled to vote at the meeting

and who has given us timely written notice, in proper form, of the stockholder’s intention to bring that business before the meeting.

Although our bylaws do not give the board of directors the power to approve or disapprove stockholder nominations of candidates or proposals

regarding other business to be conducted at a special or annual meeting, our bylaws may have the effect of precluding the conduct of certain

business at a meeting if the proper procedures are not followed or may discourage or deter a potential acquirer from conducting a solicitation

of proxies to elect its own slate of directors or otherwise attempting to obtain control of our company.

provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult

for stockholders to replace members of our board of directors, which is responsible for appointing the members of our management.

Relating to our AI Critical Infrastructure Business

Our AI Critical

Infrastructure Business is at an early stage and subject to significant risks, and we may be unable to implement it successfully.

Our AI Critical Infrastructure Business is at

an early stage of development.

On July 9, 2026, we closed on our first data center campus, located in West Texas, with development platform

provider HST Technologies, Inc.

On July 23, 2026, we completed the acquisition of a second campus located in Minnesota, which is currently

under construction and is subject to a fully executed 10-year tenancy agreement with Cerebras Systems, a leading AI compute company.

we have entered into these binding agreements and commenced construction activities, we have not yet generated any revenue from this business,

and the AI Critical Infrastructure Business is subject to significant risks.

Because our strategy is evolving, we are required to make

significant assumptions regarding market conditions, customer demand, competition, capital availability, utilization, operating costs,

technological developments, regulatory requirements and other factors, and these assumptions may prove to be incorrect.

We may fail to

develop a viable operating model, generate revenue, achieve profitability or create stockholder value.

If we are unable to execute this

business plan successfully, or if our assumptions prove incorrect or our strategy changes materially, our business, financial condition,

results of operations and prospects could be materially and adversely affected, and the value of our common stock could decline substantially.

We have limited

operating history in the AI critical infrastructure or data center industry, and there can be no assurance that we will be able to successfully

operate our data center campuses or consummate additional transactions related to our AI Critical Infrastructure Business.

We have historically operated as a cleaning products

company and, more recently, as a digital asset treasury company.

We have limited experience in the development, acquisition, construction,

or operation of data centers or computing infrastructure.

Although we have entered into binding agreements for two data center campuses

and a 10-year tenancy agreement with Cerebras Systems for our Minnesota campus, we have limited operating history in this industry and

there can be no assurance that we will be able to successfully develop, construct and operate our data center facilities or identify and

consummate additional transactions on commercially acceptable terms, or at all.

The data center and AI critical infrastructure market

is highly competitive, and established operators, hyperscale cloud providers, and well-capitalized new entrants may have significant advantages

over us, including greater financial resources, existing relationships, technical expertise and established track records.

We may be unable

to compete effectively for available sites, power capacity, equipment or customers, or to complete the necessary due diligence, obtain

financing, negotiate acceptable terms, obtain regulatory approvals or permits, or close transactions in a timely manner, or at all.

we are unable to successfully operate our existing campuses or consummate additional transactions related to our AI Critical Infrastructure

Business, we may have expended significant time, capital and management resources without generating any return.

The AI Critical

Infrastructure Business requires specialized technical, operational, commercial and financial expertise that we may be unable to attract,

retain or develop, and our current management team and personnel have limited or no experience in this business.

successful implementation of our anticipated strategy will depend on our ability to recruit, retain and manage personnel with specialized

expertise in areas such as data center design, construction and operations, power procurement and management, cooling systems, high-performance

computing, network architecture, enterprise sales, leasing and cybersecurity.

Our management team has historically operated a cleaning

products business, and more recently, a digital asset treasury strategy focused on Dogecoin.

We may have limited or no institutional knowledge

in the computing infrastructure industry.

Such personnel are in high demand and may command compensation significantly greater than we

have historically paid.

If we are unable to develop or acquire the necessary capabilities in a timely or cost-effective manner, or if

key personnel depart, our ability to execute our strategy could be materially impaired.

management team must manage the demands of operating multiple distinct businesses during our strategic transition, which may strain our

limited resources and impair our ability to execute any of our business strategies effectively.

management team is currently responsible for operating our legacy cleaning products business and our digital asset treasury strategy,

while simultaneously investigating and developing our anticipated AI Critical Infrastructure Business.

These responsibilities span three

fundamentally different industries and require significant time and attention, which may divert management attention and resources from

any particular business line and may impair our ability to make timely and effective operational and strategic decisions.

We are a small

company with limited personnel and financial resources, and the simultaneous pursuit of multiple strategic objectives may exceed our organizational

If our management team is unable to manage these competing priorities successfully, our business, financial condition, results

of operations and prospects could be materially adversely affected.

for AI-related or high-performance computing infrastructure may not grow as expected, may be satisfied by competitors, or may prove to

be temporary, and our anticipated AI Critical Infrastructure Business may not succeed.

anticipated AI Critical Infrastructure Business is predicated on the assumption that demand for data center capacity and computing infrastructure

will continue to grow, driven by the proliferation of large language models, generative AI applications, enterprise AI adoption, cloud

computing workloads and other compute-intensive applications.

However, demand for AI-related computing infrastructure may not grow as

expected, may grow more slowly than anticipated, may become concentrated in the hands of a small number of large incumbents, or may be

satisfied through technologies, business models or providers that do not benefit us.

Customers may prefer to procure computing capacity

from hyperscale cloud providers, vertically integrated platforms, strategic partners or operators with established technical, operational

and financing capabilities, rather than from a company with no operating history in this industry.

In addition, current market enthusiasm

for AI critical infrastructure may reflect speculative activity, temporary shortages, unusually strong capital spending by a limited number

of participants, or expectations that are not sustained.

If market enthusiasm proves temporary, if capital investment in this sector declines,

if AI workloads become less infrastructure-intensive than expected, or if demand for our anticipated offerings does not materialize, our

strategy may not succeed and we could lose all or a substantial portion of the capital we invest in this business.

may be unable to secure adequate power supply, which is critical to data center operations, and power costs and availability may adversely

affect our anticipated AI Critical Infrastructure Business.

center operations require significant and reliable power supply.

The availability of power at commercially reasonable prices is a critical

factor in the site selection, development and operation of data center facilities.

In many markets, power supply is constrained, and demand

from data centers and other large-scale energy consumers is increasing competition for available power capacity.

We may be unable to secure

adequate power supply on acceptable terms or at all for any data center facilities we may seek to develop or acquire.

In addition, power

costs may be volatile and may increase significantly due to changes in energy markets, regulatory requirements, transmission and distribution

charges, carbon pricing, renewable energy mandates and other factors.

Power outages, grid instability, curtailment requirements or force

majeure events could disrupt data center operations and damage computing equipment, resulting in service interruptions, customer losses,

liability and reputational harm.

If we are unable to secure reliable, cost-effective power supply, our anticipated AI Critical Infrastructure

Business may not be viable or competitive.

AI critical infrastructure and data center industry is subject to extensive regulation, and changes in law or regulation could materially

adversely affect our anticipated business.

development, construction and operation of data center facilities are subject to a broad range of federal, state and local laws and regulations,

including zoning and land use requirements, building codes, environmental regulations, energy efficiency standards, water usage restrictions,

noise ordinances, fire safety requirements, telecommunications regulations and tax laws.

Compliance with these requirements may be costly

and time-consuming, and we may be unable to obtain necessary permits, approvals or variances in a timely manner, or at all.

applicable laws or regulations, including new or more stringent environmental requirements, energy consumption limitations, data privacy

laws or export controls and tariffs, could increase our compliance costs, restrict our ability to develop or operate data center facilities,

reduce the economic viability of particular sites or projects, or otherwise adversely affect our anticipated AI Critical Infrastructure

In addition, there is increasing public and regulatory scrutiny of the energy consumption and environmental impact of data centers,

and government authorities may impose restrictions, taxes, or requirements on data center operations that could increase our costs or

limit our ability to operate.

unable to enter into additional profitable leases, hosting agreements, colocation arrangements or other monetization structures, or if

our existing arrangements do not perform as expected, the AI Critical Infrastructure Business may fail.

Our strategy contemplates the monetization of

data center assets and computing infrastructure through one or more transaction structures, including colocation arrangements, build-to-suit

agreements, powered shell leases, hosting agreements and other monetization structures.

We have entered into a 10-year colocation agreement

with Cerebras Systems for our Minnesota campus, with potential for two 10-year extension options.

However, there can be no assurance that

this arrangement will be profitable or perform as expected, or that we will be able to identify additional counterparties willing to enter

into such arrangements on commercially acceptable terms or at all.

Even if such arrangements are entered into, they may not be profitable,

may involve significant risk allocation in favor of the counterparty, may require substantial customization or negotiation and may expose

us to operational, legal, tax, accounting and credit risks.

If we are unable to structure and consummate attractive monetization transactions,

any data center assets we acquire or develop may remain underutilized or idle, our returns may be materially impaired and our business

may not be successful.

in the AI critical infrastructure industry evolves rapidly, and our anticipated investments could become obsolete or less competitive.

computing infrastructure industry is characterized by rapid technological change, including advancements in GPU architecture, server design,

cooling technologies, networking equipment, power management systems and software-defined infrastructure.

Technologies, configurations

and specifications that are current today may become obsolete, less efficient, or less competitive in a relatively short period of time.

If we invest significant capital in data center infrastructure or computing equipment that becomes technologically obsolete or is superseded

by newer, more efficient or more cost-effective alternatives, we may be unable to realize acceptable returns on our investments and may

be required to record significant impairment charges.

In addition, our potential customers may require specific or cutting-edge technology

configurations that we are unable to provide, which could limit our ability to attract or retain customers.

anticipated AI Critical Infrastructure Business may be affected by export controls, tariffs, sanctions and trade restrictions that could

limit our ability to acquire necessary equipment or serve certain customers.

acquisition and deployment of computing infrastructure, including GPUs, servers, networking equipment and related components, may be subject

to export controls, tariffs, sanctions, trade restrictions and other governmental regulations that could limit our ability to procure

necessary equipment, increase our costs, restrict our customer base or otherwise adversely affect our anticipated business.

trade policy, including the imposition of new tariffs, export restrictions or sanctions, could materially increase the cost of computing

equipment, delay procurement timelines or make certain equipment unavailable.

Any such developments could materially adversely affect

our ability to develop and operate our anticipated AI Critical Infrastructure Business.

disclosures regarding our anticipated AI Critical Infrastructure Business necessarily involve substantial estimates and assumptions and

may become inaccurate or incomplete as circumstances evolve.

our anticipated AI Critical Infrastructure Business is at a very early stage, our public disclosures regarding the business, opportunities,

risks, economics, financing needs, market demand, asset acquisition plans, monetization strategies and expected results necessarily depend

on estimates, expectations and assumptions that may prove to be incomplete, inaccurate or subject to rapid change.

In many cases, we may

have only limited operating experience or third-party information on which to base such judgments.

As a result, subsequent developments

may differ materially from what is described in our public filings.

Investors should not rely on our current disclosures regarding the

anticipated AI Critical Infrastructure Business as indicative of future results.

If our assumptions prove incorrect, if we are unable

to execute our strategy, or if material information becomes available that changes our assessment of the opportunity, we may need to revise

our strategy, disclosures and projections, which could adversely affect investor confidence and the trading price of our common stock.

may need to build entirely new systems, financial reporting, disclosure, accounting, operational and internal control systems to support

the anticipated AI Critical Infrastructure Business, which will be costly, time-consuming and may not be successful.

existing financial reporting, disclosure controls, accounting systems, internal controls over financial reporting, and operational processes

have been developed to support a cleaning products business and a digital asset treasury strategy.

The anticipated AI Critical Infrastructure

Business will likely require fundamentally different systems, processes and controls, including those related to fixed asset accounting,

depreciation, capitalization of development costs, lease accounting, revenue recognition for colocation or hosting arrangements, power

and utility cost allocation, project accounting, construction-in-progress tracking and impairment analysis.

Developing and implementing

these new systems and controls will require significant investment of time, capital and personnel resources, and there can be no assurance

that we will be able to do so successfully or in a timely manner.

If we are unable to maintain effective financial reporting and internal

control systems as we transition to a new business model, we may fail to report financial information accurately, may be required to restate

financial statements, may become subject to SEC scrutiny or stockholder claims and may suffer reputational harm.

company costs may consume a disproportionate amount of our limited resources, reducing capital available for the AI Critical Infrastructure

a public company, we incur significant ongoing costs for SEC reporting, NYSE American compliance, legal counsel, audit and accounting

services, directors’ and officers’ insurance, investor relations and corporate governance.

These costs are largely fixed and

do not scale proportionally with our revenue or asset base.

Given our limited financial resources and the capital-intensive nature of

our anticipated AI Critical Infrastructure Business, public company costs may consume a disproportionate share of our available capital,

reducing the amount available for investment in AI critical infrastructure opportunities and potentially impairing our ability to compete

effectively against larger, better-capitalized competitors.

transition from our current business lines to the AI Critical Infrastructure Business could expose us to stockholder litigation, regulatory

scrutiny and reputational harm.

proposed strategic transition from a cleaning products and digital asset treasury company to an AI critical infrastructure company represents

a fundamental change in our business direction.

Some stockholders, employees, customers, investors or other stakeholders may view this

shift negatively or may assert that the Company has departed from their expectations.

As a result, we may experience reputational harm,

stakeholder criticism, litigation, derivative claims, books-and-records demands or other disputes relating to our change in business strategy,

disclosures, corporate governance or the process by which our board of directors evaluated and approved the transition.

Any such matters

could be time-consuming, costly and distracting, could divert management’s attention from the execution of our business strategy

and could materially adversely affect our business, financial condition and prospects.

may fail to transition successfully from a cleaning products and digital asset treasury company to a computing infrastructure company.

successful operation of a computing infrastructure business requires capabilities that differ substantially from those required to operate

a cleaning products business or a digital asset treasury strategy, including expertise in site selection and development, power procurement

and grid interconnection, data center construction management, structuring leases, managing facility and equipment life cycles, evaluating

utilization and residual value risk, negotiating technical services and colocation arrangements, complying with industry-specific regulations.

We may be unable to develop or acquire these capabilities in a timely or cost-effective manner, and may experience difficulty adapting

our internal processes, financial reporting systems, disclosure controls and risk management framework to support a fundamentally different

business model.

If we are unable to manage this transition effectively, our business and prospects could be materially harmed.

anticipated AI Critical Infrastructure Business may never generate meaningful revenue, achieve profitability or produce positive cash

anticipated AI Critical Infrastructure Business may require substantial upfront capital expenditures, ongoing operating expenditures and

significant management attention before it generates any material revenue, if at all.

There can be no assurance that we will be able to

generate customer demand, establish commercially reasonable pricing, maintain satisfactory utilization rates, structure profitable monetization

arrangements or achieve sufficient scale to cover our costs.

Even if we generate revenue, our costs may be greater than we expect, including

costs associated with acquiring or developing data center sites, financing, construction, maintenance, power, hosting, insurance, professional

services, regulatory compliance, public company obligations, personnel and litigation.

As a result, we may continue to incur losses for

an extended period or indefinitely, and we may never achieve profitability or positive cash flow.

If that occurs, the value of our business

and our common stock could decline materially.

will face intense competition from larger, more experienced and significantly better-capitalized companies, and we may be unable to compete

computing infrastructure and data center market is intensely competitive and evolving rapidly.

We expect to compete, directly or indirectly,

with large technology companies, hyperscale cloud providers, established data center developers and operators, colocation providers, investment

firms and other market participants with substantially greater financial, technical, operational resources than we have.

Many of these

competitors have longer operating histories, more established brands, deeper customer relationships, superior access to capital, more

sophisticated technical capabilities and greater tolerance for risk.

These competitors may be able to acquire or develop data center sites

at lower cost, offer more attractive terms, deploy assets more quickly and secure customers and strategic relationships more successfully

Our limited resources may materially impair our ability to compete, generate revenue and create stockholder value.

have significantly fewer resources than many of the companies with which we would compete, which could materially impair our ability to

execute our business plan.

available cash, restricted cash, remaining assets and organizational resources are extremely limited relative to our anticipated capital

Larger and more established companies have access to more favorable financing, stronger supplier relationships, greater technical

expertise, lower cost structures and more diversified revenue streams.

Because our resources are expected to be substantially more limited

than those of many competitors and counterparties in this market, we may be unable to pursue attractive opportunities, withstand pricing

pressure, tolerate delays in monetization, absorb operational setbacks or respond effectively to changes in market conditions.

unable to compete effectively due to our limited resources, our business, financial condition and prospects could be materially adversely

ability to execute the anticipated AI Critical Infrastructure Business will depend on our ability to obtain substantial capital, and such

capital may not be available on acceptable terms or at all.

The development and acquisition of data center

infrastructure may require substantial capital.

The proceeds of our recent offering may not be sufficient to fund our strategy, operations

or liquidity needs, and we may require additional debt or equity financing sooner than we currently expect.

We expect to continue to incur

significant cash needs, including for personnel costs, public company costs, professional fees, transaction expenses, working capital,

debt service and the costs of attempting to develop the anticipated AI Critical Infrastructure Business.

Our cash resources may be exhausted

more quickly than we expect, and we may run out of cash before we are able to secure additional financing.

Capital markets conditions,

our limited operating history in the new business, the speculative nature of our strategy, trading volatility in our common stock, our

financial condition, investor sentiment regarding our transition and other factors may make it difficult or impossible for us to obtain

additional capital on terms that are acceptable to us, or at all.

If financing is unavailable or available only on unfavorable terms,

we may be forced to delay or abandon development projects, curtail operations, sell assets at unattractive prices, issue additional equity

that is highly dilutive, incur restrictive indebtedness, drastically reduce expenses, cease operations, declare bankruptcy, or pursue

other strategic alternatives.

If we are unable to raise capital when needed, we may run out of cash.

Any of these outcomes could materially

adversely affect our business and stockholders.

market price of our common stock may not reflect the fundamental value or prospects of the anticipated AI Critical Infrastructure Business,

and any increase in our stock price following announcement of such business may not be sustained.

market price of our common stock may be influenced by speculation, momentum trading, limited public float, short covering, media attention,

social media commentary, investor enthusiasm regarding artificial intelligence or computing infrastructure themes, or other factors unrelated

or disproportionate to our underlying business fundamentals.

Following announcement of our anticipated AI Critical Infrastructure Business,

our stock price may experience substantial volatility or appreciation.

There can be no assurance that any such increase will be sustained.

Investors may have only limited information regarding our anticipated AI Critical Infrastructure Business and may make investment decisions

based on assumptions about our future business that do not materialize.

If market expectations change, if our business plan is not executed

successfully, if our financing arrangements prove insufficient or restrictive, if our disclosures are challenged, or if broader market

sentiment weakens, the market price of our common stock could decline sharply, and stockholders could lose all or a substantial portion

of their investment.

Counterparties

to our leases, hosting agreements, colocation arrangements or other transactions may default, terminate early, fail to renew or otherwise

not perform as expected.

we enter into leases, hosting agreements, colocation arrangements, powered shell leases, build-to-suit agreements or other commercial

contracts, we will be exposed to counterparty credit, performance and enforcement risk.

Our counterparties may become unwilling or unable

to perform their obligations, may dispute contractual terms, may seek concessions, may terminate agreements early, may fail to renew agreements

or may become insolvent or bankrupt.

Any such nonperformance could reduce our revenues, impair the value of our data center assets, increase

our costs, require costly enforcement efforts, result in litigation or force us to re-market capacity on less favorable terms.

may be heightened in periods of economic volatility or in emerging or rapidly changing markets.

Counterparty nonperformance could materially

adversely affect our business and financial condition.

with external parties through SPVs and other investment structures expose us to heightened risks of default, disagreement, bankruptcy

and personnel changes that could impair our investments and operations.

anticipated AI Critical Infrastructure Business will involve entering into transactions with a variety of external parties, including

development partners, operating partners, tenants, contractors, vendors, lenders and other counterparties, many of which may be conducted

through special purpose vehicles, joint ventures or similar investment structures.

These arrangements expose us to significant risks that

could materially impair our investments and operations.

parties with whom we transact may default on their contractual obligations, including capital contribution commitments, development milestones,

payment obligations, operational responsibilities or other material covenants.

Counterparties may dispute the interpretation or enforceability

of contractual terms, refuse to perform, seek to renegotiate arrangements, or pursue litigation or arbitration to resolve disagreements.

These disputes may be costly, time-consuming and distracting to management, and their outcomes may be uncertain.

Even if we ultimately

prevail in a dispute, the process of enforcement may delay project completion, impair relationships with other parties or damage our reputation.

parties may experience financial distress, insolvency or bankruptcy, which could trigger defaults under governing agreements, impair the

SPV’s ability to perform under its contracts, create uncertainty regarding ownership and governance, delay or prevent the completion

of development activities, expose us to claims from creditors of the distressed party, or result in the loss of a substantial portion

of our invested capital.

Bankruptcy proceedings involving a partner, tenant, contractor or other counterparty may be protracted, unpredictable

and costly, and may result in outcomes that are materially adverse to our interests.

We may have limited ability to assess the creditworthiness

or financial condition of our counterparties, and our due diligence may not reveal all material risks associated with their financial

success of our SPV investments and external party transactions may depend significantly on the continued involvement of key personnel

at our partners, tenants, contractors and other counterparties.

Changes in personnel, including the departure of individuals with specialized

expertise in data center development, power procurement, tenant relationships, project management or other critical functions, could materially

impair a counterparty’s ability to perform its obligations under our agreements.

We may have limited visibility into personnel changes

at counterparty organizations and limited recourse if key individuals depart.

The loss of key personnel at a development partner, operating

partner or other critical counterparty could result in delays, cost overruns, execution failures or the termination of arrangements, any

of which could materially adversely affect our business, financial condition and results of operations.

anticipated AI Critical Infrastructure Business may be exposed to residual value risk and remarketing risk with respect to data center

facilities and equipment.

we acquire or develop data center facilities and seek to monetize them through leases, hosting agreements or other arrangements, the returns

on those assets may depend in part on the residual value of the facilities and equipment at the end of a contractual term or anticipated

holding period.

The residual value of data center infrastructure may be difficult to predict and may decline materially due to technological

change, changes in customer preferences, increased supply, reduced demand, shifts in geographic demand patterns, changes in power costs,

the introduction of newer or more efficient facility designs, changes in cooling or power delivery technology or other market developments.

If the residual value of any data center assets is lower than we expect, we may be unable to sell, re-lease, redeploy or otherwise monetize

those assets on favorable terms or at all.

We may also be required to reduce pricing, accept lower returns, record impairment charges

or incur additional costs in remarketing or reconfiguring assets.

Any such developments could materially and adversely affect our business,

financial condition, results of operations and prospects.

anticipated business model depends on assumptions regarding customer demand, pricing, utilization, residual values and monetization opportunities

that may prove incorrect.

expect that the AI Critical Infrastructure Business may involve colocation arrangements, powered shell leases, build-to-suit agreements,

hosting arrangements and other monetization structures.

The success of these arrangements would depend on numerous assumptions, including

assumptions regarding demand from potential customers, the pricing they are willing to pay, contract duration, uptime requirements, facility

utilization, residual values, maintenance costs, power and cooling costs, financing costs, counterparty creditworthiness and the availability

of secondary market opportunities.

If any of these assumptions prove to be incorrect, our anticipated business model may not be viable

or may be materially less profitable than we currently expect.

In particular, lower-than-expected utilization, pricing pressure, higher-than-expected

costs, counterparty defaults or lower residual values could materially adversely affect our revenues, margins, asset values and overall

may have difficulty evaluating our future prospects because we will be a company with a limited operating history in a new business and

no historical information relevant to that business.

will have no historical financial information relevant to the anticipated AI Critical Infrastructure Business.

Our historical financial

statements primarily reflect a cleaning products business and, more recently, a digital asset treasury strategy, each of which is materially

different businesses from data center development and operations.

Accordingly, historical results may not be indicative of future performance,

and investors may find it difficult to evaluate our prospects, strategy, valuation and risks.

This limited visibility may contribute to

volatility in our common stock, impair investor confidence and make it more difficult for us to raise capital.

If investors are unable

to assess our future prospects accurately, the market price of our common stock could be materially adversely affected.

proposed change in our corporate name, identity and strategic direction may create confusion, reduce credibility and harm our ability

to establish the anticipated new business.

are proposing to transition from a cleaning products and digital asset treasury company to an AI critical infrastructure company.

change in identity and strategic direction may include a change in company name, and may create confusion among investors, counterparties,

employees and other stakeholders regarding who we are, what business we are in and what capabilities we possess.

Some market participants

may question the credibility or viability of our new strategy or may be reluctant to transact with us until we establish a track record

in the new business.

Any reputational challenges, uncertainty or skepticism arising from our change in business direction could impair

our ability to hire personnel, attract counterparties, raise capital and create stockholder value.

the anticipated AI Critical Infrastructure Business is unsuccessful, we may be unable to continue as a going concern.

success of our continuing business plan is uncertain.

If we are unable to implement the anticipated AI Critical Infrastructure Business

successfully, generate meaningful revenues, raise sufficient capital, manage costs, satisfy obligations or otherwise sustain operations,

we may not be able to continue as a going concern.

We have historically incurred significant operating losses and have an accumulated

deficit of approximately $169 million as of March 31, 2026.

If we are unable to generate sufficient revenue or raise additional capital,

we may need to seek additional financing on unfavorable terms, sell assets, drastically reduce operations, restructure obligations or

pursue strategic transactions.

Any such outcome could materially reduce or eliminate value for stockholders.

may not realize the benefits they expect from our proposed strategic transition and may lose all or a substantial portion of their investment.

contemplated sale or disposition of our cleaning products business, the contemplated sale, disposition, or wind-down of our Dogecoin holdings,

and our anticipated AI Critical Infrastructure Business may not produce the benefits that stockholders expect.

The Company may fail to

execute its continuing business strategy, may experience severe stock price volatility, may be unable to maintain its NYSE American listing,

may incur substantial litigation or financing costs, may be unable to raise additional capital and may ultimately fail.

If one or more

of these risks materialize, the market price of our common stock could decline materially, and stockholders could lose all or a substantial

portion of their investment.

may be exposed to tax risks associated with asset acquisitions, leasing structures, hosting arrangements and other monetization arrangements.

anticipated AI Critical Infrastructure Business may involve complex domestic, state, local and potentially international tax issues.

tax treatment of asset acquisitions, ownership, leasing transactions, hosting arrangements, financing arrangements, depreciation, revenue

streams, property taxes, sales and use taxes, transfer taxes and other aspects of our anticipated business may be uncertain and may depend

on highly technical rules and factual determinations.

Tax authorities may challenge our positions, and changes in tax law, tax rates,

regulations, administrative guidance or judicial interpretations could adversely affect the economics of our business model.

tax compliance associated with asset-intensive and multi-jurisdictional operations may be costly and burdensome, and may require use of

external resources.

If our tax positions are challenged successfully, or if the expected tax treatment of our transactions is not realized,

we could incur additional taxes, penalties, interest and professional fees, which could materially and adversely affect our business,

financial condition and results of operations.

data center project contemplated by our letter of intent requires capital commitments that substantially exceed our current financial

resources, and we may be unable to secure adequate capital resources through debt or equity to fund our obligations under the proposed

letter of intent contemplates significant capital commitments for the development and buildout of the data center facility.

31, 2026, we had cash and cash equivalents of approximately $4.1 million, restricted cash of approximately $13 million and an accumulated

deficit of approximately $169 million.

We will need to raise significant additional capital through debt financing, equity financing,

project-level financing or other sources to fund these commitments, and there can be no assurance that such financing will be available

on acceptable terms, or at all.

If we are unable to fund our capital commitments to the project SPV in a timely manner, we may be required

to seek third-party capital on potentially unfavorable terms, may lose our majority ownership interest or other economic benefits under

the proposed transaction structure, may be subject to dilution or adverse renegotiation of terms, or may be unable to consummate or continue

to participate in the transaction.

Any such outcome could materially adversely affect our business, financial condition and prospects

and could result in a significant loss of the capital we have invested.

initial AI critical infrastructure strategy will likely be concentrated in a limited number of projects, and we will be dependent on our

development and operating partners, which exposes us to significant concentration, execution and counterparty risks.

initial AI critical infrastructure opportunities will be concentrated in a limited number of data center projects.

As a result, our near-term

AI Critical Infrastructure Business strategy is highly concentrated and dependent on the successful execution of these projects.

project encounters delays, cost overruns, construction difficulties, permitting issues, power procurement challenges, equipment supply

disruptions, financing shortfalls or other setbacks, or if a tenant fails to execute a definitive lease, terminates its arrangement, defaults

on its obligations, reduces its capacity requirements or becomes insolvent, our AI Critical Infrastructure Business could be materially

impaired before it has generated significant revenue or diversified across a broader portfolio of projects or tenants.

There can be no

assurance that we will be able to identify, evaluate or consummate additional AI critical infrastructure opportunities to reduce this

concentration.

addition, under the proposed transaction structures, our development partners would serve as the development, operating and execution

partners for our projects, with authority and responsibilities over development, utility coordination, tenant coordination, vendor management,

construction oversight, commissioning support, operations and transition matters, subject to agreed budgets, major decision rights and

SPV governance.

We would hold majority ownership interests in the project SPVs, but our development partners would retain day-to-day operational

control over critical development and construction activities.

We have limited ability to independently verify our development partners’

operational capabilities, track records and financial conditions, and our due diligence may not reveal all material risks associated with

these counterparties.

If any development partner fails to perform its development, construction or operational obligations effectively,

experiences financial difficulties, loses key personnel, becomes involved in disputes with contractors, vendors or tenants, or otherwise

fails to meet project milestones and delivery standards, the affected project could experience significant delays, cost overruns or failure,

and we could lose a substantial portion of our invested capital.

Disagreements between us and our development partners regarding project

decisions, budget allocations, governance matters, capital calls, distribution mechanics or strategic direction could result in deadlock,

litigation or other disputes that impair the projects and our investments.

Our reliance on a limited number of development partners for

our initial AI critical infrastructure projects amplifies these risks.

anticipated AI Critical Infrastructure Business may be conducted through special purpose vehicles and joint venture structures, which

expose us to governance, counterparty and structural risks that could materially impair our investments.

may conduct some of our AI Critical Infrastructure Business through special purpose vehicles, joint ventures and similar structures in

which we hold ownership interests alongside development partners, operating partners or other third parties.

These structures involve

inherent risks that differ from, and may be in addition to, the risks of operating assets directly.

We may not control the day-to-day

management or key decisions of the SPV, or may share governance or approval rights with partners whose interests may not always align

Disputes may arise regarding capital contributions, development timelines, budgets, distributions, exit strategies, refinancing

decisions, major contracts, admission of new partners or other material matters, and such disputes could result in deadlock, litigation,

forced buyouts or dissolution of the venture.

partners in these structures may default on capital call obligations, fail to fund their pro rata share of development costs, become insolvent

or file for bankruptcy, experience a change of control, lose key personnel critical to the project, or otherwise become unable or unwilling

to perform their obligations under the governing agreements.

A partner’s financial distress or bankruptcy could trigger complex

legal proceedings, impair the SPV’s ability to access financing or perform under its contracts, create uncertainty regarding ownership

and governance, and delay or prevent the completion of development activities.

The departure or replacement of key personnel at a partner

entity, particularly individuals with specialized expertise in data center development, power procurement or tenant relationships, could

materially impair the partner’s ability to execute on project milestones and deliverables.

addition, SPV and joint venture structures may limit our ability to unilaterally sell, transfer or encumber our interests, may subject

us to rights of first refusal, tag-along or drag-along provisions, buy-sell mechanisms or other transfer restrictions that limit our liquidity

and exit options.

We may be unable to exit an underperforming investment on acceptable terms or in a timely manner.

The governing documents

of these structures may also contain forfeiture, clawback, dilution or penalty provisions that could reduce our economic interest if we

fail to meet capital call obligations or other commitments.

If any of these risks materialize, our investments in SPVs and joint ventures

could be impaired, we could lose a substantial portion of our invested capital, and our business, financial condition and prospects could

be materially adversely affected.

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

What changed 10-K

Item 1A. Risk Factors