UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

(Mark One)

     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended: December 31, 2024

 

     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from __________ to __________.

 

Commission file number: 000-54853

 

FREEDOM HOLDINGS, INC.

a/k/a

FREEDOM ACQUISITION CORP

(Exact name of registrant as specified in its charter)

 

Florida

56-2560951

(State or Other Jurisdiction of

Incorporation or Organization)

(IRS Employer

Identification No.)

 

4343 N Scottsdale, Rd. #150 Scottsdale, AZ

 

85251

Address of Principal Executive Offices

 

Zip Code

 

1-888-974-6388

Registrant’s telephone number, including area code

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

N/A

 

N/A

 

N/A

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒     No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒     No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes      No ☒

 

The number of shares outstanding of the registrant’s common stock, $0.0001 par value per share, as of February 5,2025, was 58,608,825.

 

 

 

  

 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

In this Quarterly Report on Form 10-Q, references to “Freedom Holdings, Inc.,” “Freedom,” “FHLD,” the “Company,” “we,” “us,” and “our” refer to Freedom Holdings, Inc. Also, any reference to “common shares or common stock” refers to our $0.0001 par value common stock.

 

This Quarterly Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. These statements relate to our business development plans, timing strategies, expectations, anticipated expense levels, business prospects, business outlook, technology spending and various other matters (including contingent liabilities and obligations and changes in accounting policies, standards, and interpretations). These statements express our current intentions, beliefs, expectations, strategies, or predictions as well as historical information. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “may,” “will,” “could,” “continue,” and similar expressions or variations of such words are intended to identify forward-looking statements but are not deemed to represent an all-inclusive means of identifying forward-looking statements as denoted in this Quarterly Report. Additionally, statements concerning future matters are forward-looking statements.

 

Although forward-looking statements in this Quarterly Report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by us. Consequently, forward-looking statements are inherently subject to risks and uncertainties and actual results and outcomes may differ materially from the results and outcomes discussed in or anticipated by the forward-looking statements. These statements are no guarantee of future performance and involve risks and uncertainties that are difficult to predict. Our future operating results are dependent upon many factors which are outside our control. You should not place undue reliance on forward-looking statements. Forward-looking statements may not be realized due to a variety of factors, including, without limitation, our ability to:

 

 

manage our business given continuing operating losses and negative cash flows;

 

 

 

 

obtain sufficient capital to fund our operations, development, and expansion plans;

 

 

 

 

manage competitive factors and developments beyond our control;

 

 

 

 

maintain and protect our intellectual property;

 

 

 

 

obtain patents based on our current and/or future patent applications;

 

 

 

 

obtain and maintain other rights to technology required or desirable to conduct or expand our business; and

 

 

 

 

manage any other factors, if any, discussed in in this report and in the section titled “Risk Factors” in our most recent Annual Report on Form 10-K.

 

We undertake no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this Quarterly Report, except as required by federal securities laws. Readers are urged to carefully review and consider the various disclosures made throughout the entirety of this Quarterly Report, which are designed to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and prospects.

 

 
2

 

 

FREEDOM HOLDINGS, INC.

A/K/A

 FREEDOM ACQUISITION CORP

 

QUARTERLY REPORT ON FORM 10-Q

Fiscal Period Ended December 31, 2024

 

TABLE OF CONTENTS

 

 

 

 

Page

 

 

 

 

 

 

PART I – FINANCIAL INFORMATION

 

 

 

 

 

 

 

 

Item 1.

Condensed Consolidated Financial Statements

 

4

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

17

 

Item 3.

Quantitative and Qualitative Disclosure About Market

 

19

 

Item 4.

Controls and Procedures

 

19

 

 

 

 

 

 

PART II – OTHER INFORMATION

 

 

 

 

 

 

 

 

Item 1.

Legal Proceedings

 

20

 

Item 1A.

Risk Factors

 

20

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

20

 

Item 3.

Defaults Upon Senior Securities

 

20

 

Item 4.

Mine Safety Disclosures NA

 

20

 

Item 5.

Other Information

 

20

 

Item 6.

Exhibits

 

21

 

 

 

 

 

 

Signatures

 

22

 

 
3

Table of Contents

 

Item 1. Financial Statements.

 

FREEDOM HOLDINGS, INC.

a/k/a

 FREEDOM ACQUISITION CORP

 

Index to the Condensed Unaudited Consolidated Financial Statements

 

 

 

 

 

 

Page

 

 

 

 

 

Condensed Consolidated Balance Sheets as of December 31, 2024 (unaudited) and September 30, 2024 (audited)

 

5

 

 

 

 

 

Condensed Consolidated Statements of Operations for the three months ended December 31, 2024 and 2023 (unaudited)

 

6

 

 

 

 

 

Condensed Consolidated Statements of Changes in Shareholders’ Deficit for the three months ended December 31, 2024 and 2023 (unaudited)

 

7

 

 

 

 

 

Condensed Consolidated Statements of Cash Flows for the three months ended December 31, 2024 and 2023 (unaudited)

 

8

 

 

 

 

 

Notes to the Condensed Consolidated Financial Statements (unaudited)

 

9

 

 

4

Table of Contents

 

FREEDOM HOLDINGS, INC.

a/k/a

 FREEDOM ACQUISITION CORP

 

CONDENSED CONSOLIDATED BALANCE SHEETS

 

 

 

December 31,

 

 

September 30,

 

 

 

2024

 

 

2024

 

ASSETS

 

(unaudited)

 

 

(Audited)

 

Current Assets:

 

 

 

 

 

 

Cash

 

$121,347

 

 

$95,815

 

Marketable securities

 

 

1,260,000

 

 

 

1,260,000

 

Accounts receivable

 

 

303,792

 

 

 

300,708

 

Unbilled receivable

 

 

16,864,211

 

 

 

8,901,056

 

Investment tax credits

 

 

1,331,000

 

 

 

-

 

Inventory

 

 

517,000

 

 

 

517,000

 

Other current assets

 

 

4,582

 

 

 

4,583

 

Total Current Assets

 

 

20,401,932

 

 

 

11,079,162

 

Fixed assets, net

 

 

134,717

 

 

 

141,807

 

Intangible assets, net

 

 

1,640,430

 

 

 

1,603,430

 

Crypto currency tokens

 

 

2,700,000

 

 

 

2,700,000

 

Other assets

 

 

19,821,010

 

 

 

14,746,000

 

TOTAL ASSETS

 

$44,698,089

 

 

$30,270,399

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 

Accrued project costs

 

$14,294,385

 

 

$7,132,768

 

Credit cards payable

 

 

3,677

 

 

 

1,980

 

Other accrued expenses

 

 

69,019

 

 

 

102,426

 

Total Current Liabilities

 

 

14,367,081

 

 

 

7,237,174

 

 

 

 

 

 

 

 

 

 

Non-Current Liabilities

 

 

 

 

 

 

 

 

Notes payable

 

 

142,413

 

 

 

136,944

 

Total Non-Current Liabilities

 

 

142,413

 

 

 

136,944

 

TOTAL LIABILITIES

 

 

14,509,494

 

 

 

7,374,118

 

 

 

 

 

 

 

 

 

 

Stockholders’ Equity

 

 

 

 

 

 

 

 

Preferred Stock, $0.0001 par value, 100,000,000 shares authorized, 2,000,000 and 2,000,000 shares issued and outstanding, respectively.

 

 

200

 

 

 

200

 

Common stock, $0.0001 par value, 500,000,000 shares authorized, 58,608,825 and 58,608,825 shares issued and outstanding respectively.

 

 

5,861

 

 

 

5,861

 

Additional paid-in capital

 

 

39,470,278

 

 

 

39,470,278

 

Accumulated deficit

 

 

(2,631,517)

 

 

(9,950,869)

Total Stockholders’ Equity

 

 

36,844,822

 

 

 

29,525,470

 

Non-controlling interests

 

 

(6,656,227)

 

 

(6,629,189)

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 

$44,698,089

 

 

$30,270,399

 

 

 

 

 

 

 

 

 

 

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

 

5

Table of Contents

 

FREEDOM HOLDINGS, INC.

a/k/a

 FREEDOM ACQUISITION CORP

 

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

 

 

For the Three Months Ended

 

 

 

December 31,

 

 

 

2024

 

 

2023

 

 

 

 

 

 

 

 

Revenues

 

$14,793,455

 

 

$-

 

Costs of revenues

 

 

7,252,317

 

 

 

-

 

Gross margin

 

 

7,541,138

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Operating Expenses

 

 

 

 

 

 

 

 

Professional fees

 

 

-

 

 

 

295

 

Selling, general and administrative expenses

 

 

226,806

 

 

 

65

 

Total operating expenses

 

 

226,806

 

 

 

360

 

 

 

 

 

 

 

 

 

 

Net income (loss) from operations

 

 

7,314,332

 

 

 

(360)

 

 

 

 

 

 

 

 

 

Other income (expenses)

 

 

 

 

 

 

 

 

Other income

 

 

5,020

 

 

 

-

 

Interest expense

 

 

-

 

 

 

(2,894)

Net income attributable to non-controlling interests

 

 

(27,038)

 

 

-

 

Net income (loss) prior to income taxes

 

$7,292,314

 

 

$(3,254)

Income tax provision (benefit)

 

 

-

 

 

 

-

 

Net income (loss)

 

$7,292,314

 

 

$(3,254)

 

 

 

 

 

 

 

 

 

Basic and diluted income (loss) per share

 

$0.12

 

 

$(0.00)

 

 

 

 

 

 

 

 

 

Weighted average number of shares outstanding

 

 

58,608,825

 

 

 

55,308,825

 

 

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

 

6

Table of Contents

 

FREEDOM HOLDINGS, INC.

a/k/a

FREEDOM ACQUISITION CORP

 

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED DECEMBER 31, 2024

(Unaudited)

 

 

 

Preferred Stock

 

 

Common Stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Par

 

 

 

 

 

Par

 

 

Paid-in

 

 

Subscription

 

 

Retained

 

 

 

 

 

 

 

Shares

 

 

Value

 

 

Shares

 

 

Value

 

 

Capital

 

 

Receivable

 

 

Deficit

 

 

NCI

 

 

Total

 

2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, September 30, 2023

 

 

-

 

 

$-

 

 

 

55,308,825

 

 

$5,531

 

 

$9,765,828

 

 

$(5,500)

 

$(10,177,748)

 

$-

 

 

$(411,889)

Net loss for the three months ended (unaudited)

 

 

-

 

 

 

-

 

 

----

 

 

----

 

 

----

 

 

----

 

 

 

(3,254)

 

 

-

 

 

 

(3,254)

Balance, December 31, 2023

 

 

-

 

 

$-

 

 

 

55,308,825

 

 

$5,531

 

 

$9,765,828

 

 

$(5,500)

 

$(10,181,002)

 

$-

 

 

$(415,143)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2024

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, September 30, 2024

 

 

2,000,000

 

 

$200

 

 

 

58,608,825

 

 

$5,861

 

 

$39,470,278

 

 

$-

 

 

$(9,950,869)

 

$(6,629,189)

 

$22,896,281

 

Net income for the three months ended (unaudited)

 

 

-

 

 

 

 

 

 

----

 

 

----

 

 

----

 

 

----

 

 

 

7,319,352

 

 

 

(27,038)

 

 

7,292,314

 

Balance, December 31, 2024

 

 

2,000,000

 

 

$200

 

 

 

58,608,825

 

 

$5,861

 

 

$39,470,278

 

 

$-

 

 

$(2,631,517)

 

$(6,656,227)

 

$30,188,595

 

  

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

 

7

Table of Contents

 

FREEDOM HOLDINGS, INC.

a/k/a

 FREEDOM ACQUISITION CORP

 

STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

For the Three months Ended

 

 

 

December 31,

 

 

 

2024

 

 

2023

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

Net income (loss)

 

$7,314,332

 

 

$(3,254)

Adjustments to reconcile net income (loss) to net cash provided by (used in) operations

 

 

 

 

 

 

 

 

Depreciation

 

 

7,090

 

 

 

 

 

Non-controlling interest

 

 

(27,038)

 

 

 

 

Change in assets and liabilities

 

 

 

 

 

 

 

 

Accounts receivable

 

 

(3,084)

 

 

 

 

Unbilled receivables

 

 

(7,963,155)

 

 

 

 

Investment tax credits

 

 

(1,331,000)

 

 

 

 

Inventory

 

 

(3,000)

 

 

 

 

Other assets

 

 

(5,075,010)

 

 

 

 

Accrued project costs

 

 

7,161,617

 

 

 

 

 

Credit card payables

 

 

1,697

 

 

 

 

 

Other accrued expenses

 

 

(27,012)

 

 

2,894

 

Accounts payable and accruals

 

 

 

 

 

 

(135)

Net cash provided by (used in) operations

 

 

57,063

 

 

 

(495)

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

 

 

Increase in intangible assets

 

 

(37,000)

 

 

 

 

Net cash (used in) investing activities

 

 

(37,000)

 

 

-

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

Proceeds from notes payable

 

 

5,469

 

 

 

 

 

Net cash provided by financing activities

 

 

5,469

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Net change in cash and cash equivalents

 

 

25,532

 

 

 

(495)

 

 

 

 

 

 

 

 

 

Cash and cash equivalents, beginning of period

 

 

95,815

 

 

 

588

 

Cash and cash equivalents, end of period

 

$121,347

 

 

$93

 

 

 

 

 

 

 

 

 

 

Supplemental cash flow information

 

 

 

 

 

 

 

 

Cash paid for interest

 

$

-

 

 

$-

 

Cash paid for taxes

 

$

-

 

 

$-

 

 

 

 

 

 

 

 

 

 

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

 

8

Table of Contents

 

FREEDOM HOLDINGS, INC.

a/k/a

 FREEDOM ACQUISITION CORP

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2024

(Unaudited)

 

NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS

 

Freedom Holdings, Inc. (the “Company”) is a for profit corporation established under the corporation laws in the State of Maryland, United States of America on June 15, 2005.

 

Since inception and up until the September 17, 2024 merger with The Awareness Group (“TAG”), the Company has devoted substantially all its efforts to establishing a new business. The Company generated expenses and limited revenue from these efforts.

 

The Company’s activities are subject to significant risks and uncertainties including failure to generate sufficient cash flows from operating activities and the ability to secure additional funding if needed to properly execute the Company’s business plan.

 

The Company has adopted a September 30 fiscal year end.

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

 

 

 

9

Table of Contents

 

FREEDOM HOLDINGS, INC.

a/k/a

 FREEDOM ACQUISITION CORP

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2024

(Unaudited)

 

 

Basis of presentation

 

The Company’s condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

 

Principles of Consolidation

 

The accompanying condensed consolidated financial statements include the accounts of the Company, which include the accounts for TAG and its majority owned subsidiaries including Candela Coin, Captain Manicorn and Standard Eco. Any non-controlling interests associated with these subsidiaries is separately disclosed in the financial statements.

 

All inter-company accounts and transactions have been eliminated in consolidation.

 

Use of estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Concentrations of Credit Risk

 

We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. We don’t believe we are exposed to any significant credit risk with cash.

 

Fair Value Measurements

 

Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is estimated by applying the following hierarchy, which prioritize the inputs used to measure fair value into three levels and bases the categorization with the hierarchy upon the lowest level of input that is available and significant to the fair value measurement.

 

The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).

 

The three levels of the fair value hierarchy under ASC 820, “Fair Value Measurement” are described below:

 

Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

 

10

Table of Contents

 

FREEDOM HOLDINGS, INC.

a/k/a

 FREEDOM ACQUISITION CORP

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2024

(Unaudited)

 

Level 2 - Inputs, other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g. interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

 

Level 3 - Inputs that are both significant to the fair value measurement and unobservable.

 

The Company’s cash and cash equivalents and short-term investments are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices. The carrying amounts of accounts payable, advances payable and short-term loans approximate their fair value due to short term maturities.

 

Revenue Recognition

 

The Company has adopted Accounting Standards Codification (“ASC”) 606, “Revenue From Contracts With Customers”. Specifically, the Company recognizes revenue from the sale and installation of solar systems on a milestone basis. As these milestones are achieved the corresponding costs and revenue are recognized. To the extent that financing is provided, the Company recognizes interest over the term of the financing arrangement.

 

All other revenues are recognized as services are provided or rights of ownership have transferred.

 

Cost of Sales

 

Cost of sales is principally comprised of equipment and labor. These costs are recognized as they are incurred.

 

Cash and Cash Equivalents

 

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents at December 31, 2024, and September 30, 2024 were $121,347 and $95,815, respectively.

 

Inventories

 

Inventories consist of internally created crypto tokens that are held for sale. The tokens are adjusted to fair value based on current market prices.

 

Property, Plant & Equipment

 

Property, plant & equipment are recorded at cost. Expenditures for maintenance and repairs are charged to expense as incurred. Depreciation and amortization of property, plant and equipment are determined using the straight-line method over the estimated useful lives shown below.

 

Building and improvements

 

35 years

Equipment, furniture & fixtures

 

5 years

Vehicles

 

5 years

Software

 

3 years

Leasehold improvements

 

The lesser of the lease term or the estimated useful life

 

11

Table of Contents

 

FREEDOM HOLDINGS, INC.

a/k/a

 FREEDOM ACQUISITION CORP

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2024

(Unaudited)

 

Depreciation expense for the three months ended December 31, 2024 was $7,090. There was no depreciation expense for the three months ended December 31, 2023.

 

Net income (loss) per common share

 

Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. There are no potentially dilutive shares of common stock.

 

Share-based expense

 

ASC 718, “Compensation – Stock Compensation”, prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the consolidated financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).

 

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, “Equity – Based Payments to Non-Employees”. Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.

 

There was no share-based expense for the three month periods ended December 31, 2024 and 2023.

 

Income Taxes

 

The Company accounts for income taxes in accordance with ASC 740, “Accounting for Income Taxes”, as clarified by ASC 740-10, “Accounting for Uncertainty in Income Taxes”. Under this method, deferred income taxes are determined based on the estimated future tax effects of differences between the financial statement and tax basis of assets and liabilities and net operating loss and tax credit carryforwards given the provisions of enacted tax laws. Deferred income tax provisions and benefits are based on changes to the assets or liabilities from year to year. In providing for deferred taxes, the Company considers tax regulations of the jurisdictions in which the Company operates, estimates of future taxable income, and available tax planning strategies. If tax regulations, operating results or the ability to implement tax-planning strategies vary, adjustments to the carrying value of deferred tax assets and liabilities may be required. Valuation allowances are recorded related to deferred tax assets based on the “more likely than not” criteria of ASC 740.

 

ASC 740-10 requires that the Company recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the “more-likely-than-not” threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company has applied for an extension of time to file with the Internal Revenue Service for its most recent tax filing.

 

12

Table of Contents

 

FREEDOM HOLDINGS, INC.

a/k/a

 FREEDOM ACQUISITION CORP

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2024

(Unaudited)

 

The Company recognizes expenses for tax penalties and interest assessed by the Internal Revenue Service and other taxing authorities upon receiving valid notice of assessments. The Company has received no such notices as of December 31, 2024.

 

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences will become deductible. The Company considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. The Company has recorded a full valuation allowance against its net deferred tax assets because it is not currently able to conclude that it is more likely than not that these assets will be realized. The amount of deferred tax assets considered to be realizable could be increased in the near term if estimates of future taxable income during the carryforward period are increased.

 

As of December 31, 2024, the Company had unused net operating loss carry forwards of $258,000 available to reduce future federal taxable income. The Company’s ability to offset future taxable income, if any, with net operating loss tax carryforwards may be limited due to the non-filing of tax returns. Under the CARES act, net operating losses arising after 2017 can be carried forward indefinitely. Furthermore, changes in ownership may result in limitations under Internal Revenue Code Section 382.

 

Related Parties

 

The Company follows ASC 850, “Related Party Disclosures” for the identification of related parties and disclosure of related party transactions.

 

Recently issued accounting pronouncements

 

The Company has reviewed the FASB issued ASU accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and do not believe that any new or modified principles will have a material impact on the Company’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of the Company’s financial management.

 

Reclassifications

 

Certain prior period amounts have been reclassified for comparison with current periods.

 

NOTE 3 – GOING CONCERN

 

As reflected in the accompanying condensed consolidated financial statements, the Company only began generating revenue with the TAG transaction on September 17, 2024 and has an accumulated deficit of $2,631,517 at December 31, 2024. The Company generated consolidated net income after non-controlling interest of $7,292,314 for the three-month period ended December 31, 2024, but until the Company can demonstrate the ability to consistently generate net income and cash flows sufficient to support operating activities, substantial doubt about our ability to continue as a going concern will remain.

 

The financial statements have been prepared assuming that the Company will continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

13

Table of Contents

 

FREEDOM HOLDINGS, INC.

a/k/a

 FREEDOM ACQUISITION CORP

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2024

(Unaudited)

 

NOTE 4 – PROPERTY, PLANT & EQUIPMENT

 

Property, plant & equipment consists of the following at December 31, 2024 and September 30, 2024, respectively:

 

 

 

December 31,

 

 

September 30,

 

 

 

2024

 

 

2024

 

Autos and vehicles

 

$87,204

 

 

$87,204

 

Equipment

 

 

54,603

 

 

 

54,603

 

Total

 

 

141,807

 

 

 

141,807

 

Less: accumulated depreciation

 

 

(7,090)

 

 

-

 

Total property, plant & equipment, net

 

$134,717

 

 

$141,807

 

 

NOTE 5 – INTANGIBLE ASSETS

 

Intangible assets consist of the following at December 31, 2024 and September 30, 2024, respectively:

 

 

 

December 31,

 

 

September 30,

 

 

 

2024

 

 

2024

 

Customer lists and memberships

 

$606,430

 

 

$569,430

 

Exchange contracts

 

 

457,000

 

 

 

457,000

 

Websites and software

 

 

185,000

 

 

 

185,000

 

Media materials

 

 

392,000

 

 

 

392,000

 

Total intangible assets

 

$1,640,430

 

 

$1,603,430

 

 

NOTE 6 – CRYPTO CURRENCY TOKENS

 

The Company’s crypto currency tokens consisted of the following at December 31, 2024 and September 30, 2024, respectively:

 

 

 

December 31,

 

 

September 30,

 

 

 

2024

 

 

2024

 

Candela tokens

 

$2,250,000

 

 

$2,250,000

 

CLA tokens

 

 

450,000

 

 

 

450,000

 

Total crypto currency tokens

 

$2,700,000

 

 

$2,700,000

 

 

14

Table of Contents

 

FREEDOM HOLDINGS, INC.

a/k/a

 FREEDOM ACQUISITION CORP

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2024

(Unaudited)

 

NOTE 7 – OTHER ASSETS

 

The Company’s other assets consisted of the following at December 31, 2024 and September 30, 2024, respectively:

 

 

 

December 31,

 

 

September 30,

 

 

 

2024

 

 

2024

 

Solar incentive program

 

$6,500,000

 

 

$6,500,000

 

Litigation settlement

 

 

6,410,000

 

 

 

6,410,000

 

Notes receivable

 

 

5,225,010

 

 

 

150,000

 

Media partnership

 

 

1,200,000

 

 

 

1,200,000

 

Promoter and producer contracts

 

 

485,000

 

 

 

485,000

 

Security deposit

 

 

1,000

 

 

 

1,000

 

Total other assets

 

$19,821,010

 

 

$14,746,000

 

 

NOTE 8 – NOTES PAYABLE

 

On December 30, 2013, the Company received a $56,978 Demand Instalment Loan from Bruce Miller, a personal acquaintance of our former CEO. The loan incurs interest at 12% per annum. On August 7th, 2017, the Company obtained an additional unsecured, nonrecourse and open-ended loan of $50,000 from Mr. Miller. The loan incurs interest at 15% per annum. The loans require monthly repayment of principal and interest of $750.00 each, however the Company has not remained current on all required payments.

 

Mr. Brian Kistler, a former related party of the Company, has also made loans to the Company under similar terms, to fund operating activities.

 

The following sets forth the outstanding principal and accrued interest at December 31, 2024 and September 30, 2024, respectively:

 

 

 

December 31,

 

 

September 30,

 

 

 

2024

 

 

2024

 

Note payable – Bruce Miller

 

$86,289

 

 

$86,289

 

Note payable – New Opportunity Business Solutions (Brian Kistler)

 

 

36,074

 

 

 

36,074

 

Other

 

 

20,050

 

 

 

14,581

 

Total note payable and accrued interest

 

$142,413

 

 

$136,944

 

 

NOTE 9 – ACCRUED EXPENSES

 

Accrued expenses totaled $69,020 and $82,470 at December 31, 2024 and September 30, 2024, respectively.

 

15

Table of Contents

 

FREEDOM HOLDINGS, INC.

a/k/a

 FREEDOM ACQUISITION CORP

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2024

(Unaudited)

 

NOTE 10 – EQUITY

 

Preferred Stock

 

The preferred shares outstanding on December 31, 2024 and September 30, 2024, were 2,000,000 and 2,000,000, respectively.

 

Common Stock

 

Total common shares outstanding at December 31, 2024 and September 30, 2024 were 58,608,825 and 58,608,825, respectively.

 

NOTE 11 - SUBSEQUENT EVENTS

 

Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855, from the balance sheet date through the date the financial statements were available to be issued and has determined that there are no material subsequent events that require disclosure in these financial statements other than the following transaction.

 

On January 25, 2025, the Company acquired a 51% majority ownership in Renewable Energy Products Manufacturing Corp. (REPM), a leading provider of innovative commercial solar energy solutions. This strategic move is expected to integrate seamlessly into the TAG GRID and significantly enhance the Company's renewable energy capabilities, reinforcing the Company's commitment to sustainable energy development.

 

Like other acquisitions TAG has made, TAG will provide support and leadership in growing the REPM business in exchange for the 51% ownership interest. No cash or other consideration was paid by TAG. At the completion of the defined integration period, TAG will have the option to purchase the remaining 49% ownership interest in REPM for a multiple of EBITDA generated during the integration period.

 

 
16

Table of Contents

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations contain forward-looking statements that involve risks and uncertainties. We use words such as “anticipates,” “believes,” “plans,” “expects,” “future,” “intends,” and similar expressions to identify these forward-looking statements. Prospective investors should not place undue reliance on these forward-looking statements, which apply only as of the date of this report. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” and elsewhere in this report. The management’s discussion, analysis of financial condition, and results of operations should be read in conjunction with our financial statements and notes thereto contained elsewhere in this report. For example, a few of the uncertainties that could affect the accuracy of forward-looking statements include:

 

(a)

an abrupt economic change resulting in an unexpected downturn in demand for our services;

(b)

governmental restrictions or excessive taxes on our services;

(c)

economic resources to support the development of our projects;

(d)

expansion plans, access to potential clients, and advances in technology; and.

(e)

lack of working capital that could hinder acquisitions for development of our projects.

 

Results of Operations and Critical Accounting Policies and Estimates.

 

The results of operations are based on preparation of financial statements in conformity with accounting principles generally accepted in the United States. The preparation of financial statements requires management to select accounting policies for critical accounting areas as well as estimates and assumptions that affect the amounts reported in the financial statements. The Company’s accounting policies are more fully described in Note 2 to the Notes of Financial Statements.

 

Results of Operations for the three months ended December 31, 2024 and 2023

 

Revenues:

 

Total Revenues: The Company generated revenues of $14,793,455 for the three months ended December 31, 2024, all of which were directly related to the acquisition of TAG in September 2024 and primarily related to solar installation projects.

 

There were no revenues generated during the three months ended December 31, 2023.

 

Expenses:

 

Total Costs of Goods Sold: Total costs of goods sold for the three months ended December 31, 2024 were $7,252,317 and were directly related to solar installation projects. These costs included associated materials and labor.

 

There were no costs of goods sold for the three months ended December 31, 2023, as there were no revenues for that period.

 

Total Operating Expenses. Total operating expenses for the three months ended December 31, 2024 and December 31, 2023 were $226,806 and $360, respectively. Total operating expenses consisted of salaries and wages, accounting fees, legal fees, travel expenses and other normal recurring operating expenses.

 

The increase in operating expense for the three months ended December 31, 2024 compared to the three months ended December 31, 2023 was directly related to the TAG acquisition in September 2024.

 

Other Income (Expense): Total other income (expense) for the three months ended December 31, 2024 and 2023 was $5,020 and ($2,894), respectively.

 

 
17

Table of Contents

 

Financial Condition.

 

Total Assets. Total assets at December 31, 2024 and September 30, 2024 were $44,698,089 and $30,270,399, respectively. Total assets consisted primarily of unbilled receivables of $16,864,211 and $8,901,056, respectively; other assets of $19,821,010 and $14,746,000, respectively; and crypto currency tokens of $2,700,000 and $2,700,000, respectively.

 

Other assets consisted primarily of notes receivable of $5,225,010 and $150,000, respectively, solar incentive programs of $6,500,000 and $6,500,000, respectively; and a litigation settlement of $6,410,000 and $6,410,000, respectively.

 

These assets are directly related to the TAG transaction that took place September 2024.

 

Total Liabilities. Total liabilities at December 31, 2024 and September 30, 2024 were $14,509,494 and $7,237,174, respectively. Total liabilities consisted primarily of accrued project costs of $14,294,385 and $7,132,768, respectively; other accrued expenses of $69,019 and $102,426, respectively; and notes payable of $142,413 and $136,944, respectively.

 

Liquidity and Capital Resources.

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern which contemplates, among other things, the realization of assets and satisfaction of liabilities in the ordinary course of business.

 

The Company generated net income of $7,292,314 for the three months ended December 31, 2024 and a net loss of $3,254 for the three months ended December 31, 2023. The Company has accumulated losses totaling $2,631,517 at December 31, 2024. Until the Company can consistently generate positive cash flows from operations, it may require additional funding for continuing the development and marketing of products and future growth initiatives. As a result, this raises substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

At December 31, 2024, the Company had a working capital surplus of $6,034,851, which will be used to support continuing operations.

 

For the three months ended December 31, 2024, we generated cash from operating activities of $57,063 versus using cash of $495 in operations during the three months ended December 31, 2023. The net cash generated from and used in operating activities includes our net operating results, and the changes in our operating assets and liabilities.

 

Net cash used in investing activities totaled $37,000 and $0 for the three months ended December 31, 2024 and 2023, respectively. The cash was used to increase intangible assets.

 

Net cash provided by financing activities for the three months ended December 31, 2024 and 2023 was $5,469 and $0, respectively. Net cash provided by financing activities includes proceeds from notes payable.

 

We anticipate that our future liquidity requirements will arise from the need to fund our growth from operations, pay current obligations and future capital expenditures. The primary sources of funding for such requirements are expected to be cash generated from operations and raising additional funds from the private sources and/or debt financing as needed. However, we can provide no assurances that we will be able to generate sufficient cash flow from operations and/or obtain additional financing on terms satisfactory to us, if at all, to remain a going concern. Our continuation as a going concern is dependent upon our ability to generate sufficient cash flow to meet our obligations on a timely basis and ultimately to attain profitability. Our Plan of Operation for the next twelve months is to raise capital to implement our strategy, if we do not have the necessary cash and revenue to satisfy our cash requirements. We cannot guarantee that additional funding will be available on favorable terms, if at all. If adequate funds are not available, then we may not be able to expand our operations. If adequate funds are not available, we believe that our officers and directors will contribute funds to pay for some of our expenses. However, we have not made any arrangements or agreements with our officers and directors regarding such advancement of funds. We do not know whether we will issue stock for the loans or whether we will merely prepare and sign promissory notes. If we are forced to seek funds from our officers or directors, we will negotiate the specific terms and conditions of such loan when made, if ever.

 

 
18

Table of Contents

 

We are not aware of any trends or known demands, commitments, events or uncertainties that will result in or that are reasonably likely to result in material increases or decreases in liquidity.

 

Capital Resources.

 

We had no material commitments for capital expenditures as of December 31, 2024.

 

Off-Balance Sheet Arrangements

 

We have made no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

We are not required to provide the information required by this item as we are considered a smaller reporting company, as defined by Rule 229.10(f)(1).

 

ITEM 4. CONTROLS AND PROCEDURES

 

Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), such as this Form 10-Q, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Internal controls are procedures which are designed with the objective of providing reasonable assurance that (1) our transactions are properly authorized, recorded and reported; and (2) our assets are safeguarded against unauthorized or improper use, to permit the preparation of our condensed consolidated financial statements in conformity with GAAP. In designing and evaluating the disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

 

In connection with the preparation of this Form 10-Q, our management, with the participation of our Principal Executive Officer and Principal Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15(e)). Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer concluded that, as of the end of the period covered by this Form 10-Q, our disclosure controls and procedures were not effective.

 

Limitations on Controls

 

Management does not expect that the Company’s disclosure controls and procedures or the Company’s internal control over financial reporting will prevent or detect all error and fraud. Any control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected.

 

Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions are being performed by separate individuals. Management evaluated the impact of our failure to have segregation of duties in all of our financially significant processes and have concluded that this control deficiency represented a material weakness. We plan to remediate this weakness over the next 12 months.

 

Notwithstanding the assessment that our disclosure controls and procedures and our internal controls over financial reporting were not effective and that there are material weaknesses as identified herein, we believe that our condensed consolidated financial statements contained in this Form 10-Q fairly present our financial position, results of operations and cash flows for the periods covered thereby in all material respects.

 

Changes in Internal Controls

 

During the three months ended December 31, 2024, there have been no changes in our internal control over financial reporting that have materially affected or are reasonably likely to materially affect our internal controls over financial reporting.

 

 
19

Table of Contents

 

PART II. OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

From time-to-time we may be a defendant or plaintiff in various legal proceedings arising in the normal course of our business. We do not know of any material, active, pending or threatened proceeding against us or our subsidiaries, nor are we, or any subsidiary, involved as a plaintiff or defendant in any material proceeding or pending litigation.

 

ITEM 1A. RISK FACTORS

 

As a “smaller reporting company”, we are not required to provide this information under this item pursuant to Regulation S-K.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

None.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

 

There has been no default in the payment of principal, interest, sinking or purchase fund installment, or any other material default, with respect to any indebtedness of the Company.

 

ITEM 4. MINE SAFETY DISCLOSURES.

 

Not applicable

 

ITEM 5. OTHER INFORMATION.

 

None.

 

 
20

Table of Contents

 

ITEM 6. EXHIBITS

 

INDEX TO EXHIBITS

 

Exhibit Number and Description

 

Location

Reference

 

 

 

 

 

(a)

Financial Statements

 

Filed herewith

 

 

 

 

 

(b)

Exhibits required by Item 601, Regulation SB;

 

 

 

 

 

 

 

 

(3.0)

Articles of Incorporation

 

 

 

 

 

 

 

 

 

 

(3.1)

Certificate of Incorporation

 

See Exhibit Key

 

 

 

 

 

 

 

 

(3.2)

By-Laws

 

See Exhibit Key

 

 

 

 

 

 

 

(31.1)

Certificate of Principal Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

Filed herewith

 

 

 

 

 

 

 

(32.1)

Certificate of Principal Executive Officer, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

Filed herewith

 

(31.2)

Certificate of Principal Financial and Accounting Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

Filed herewith

 

 

 

 

 

 

 

(32.2)

Certificate of Principal Financial and Accounting Officer, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

Filed herewith

 

 

 

 

 

(101.INS)

Inline XBRL Instance Document

 

Filed herewith

(101.SCH)

Inline XBRL Taxonomy Ext. Schema Document

 

Filed herewith

(101.CAL)

Inline XBRL Taxonomy Ext. Calculation Linkbase Document

 

Filed herewith

(101.DEF)

Inline XBRL Taxonomy Ext. Definition Linkbase Document

 

Filed herewith

(101.LAB)

Inline XBRL Taxonomy Ext. Label Linkbase Document

 

Filed herewith

(101.PRE)

Inline XBRL Taxonomy Ext. Presentation Linkbase Document

 

Filed herewith

  

Exhibit Key

 

3.1

Incorporated by reference herein to the Company’s Form 10 Registration Statement filed with the Securities and Exchange Commission on September 29, 2015.

 

 

3.2

Incorporated by reference herein to the Company’s Form 10 Registration Statement filed with the Securities and Exchange Commission on September 29, 2015.

 

 
21

Table of Contents

 

Signatures

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

FREEDOM HOLDINGS, INC.

 

NAME

 

TITLE

 

DATE

 

 

 

 

 

/s/ Pablo Diaz

 

Chief Executive Officer (Principal Executive Officer)

 

February 14, 2025

Pablo Diaz

 

 

 

 

 

/s/ Nadia Conn

 

Chief Financial Officer (Principal Financial Officer)

 

February 14, 2025

Nadia Conn

 

 

 

 

 

Supplemental Information to be Furnished With Reports Filed Pursuant to Section 15(d) of the Act by Registrants

Which Have Not Registered Securities Pursuant to Section 12 of the Act. None.

 

 
22

 

nullnullnullnullv3.25.0.1
Cover - shares
3 Months Ended
Dec. 31, 2024
Feb. 05, 2025
Cover [Abstract]    
Entity Registrant Name FREEDOM HOLDINGS, INC.  
Entity Central Index Key 0001386044  
Document Type 10-Q  
Amendment Flag false  
Current Fiscal Year End Date --09-30  
Entity Small Business true  
Entity Shell Company false  
Entity Emerging Growth Company true  
Entity Current Reporting Status Yes  
Document Period End Date Dec. 31, 2024  
Entity Filer Category Non-accelerated Filer  
Document Fiscal Period Focus Q1  
Document Fiscal Year Focus 2025  
Entity Ex Transition Period false  
Entity Common Stock Shares Outstanding   58,608,825
Document Quarterly Report true  
Document Transition Report false  
Entity File Number 000-54853  
Entity Incorporation State Country Code FL  
Entity Tax Identification Number 56-2560951  
Entity Address Address Line 1 4343 N Scottsdale  
Entity Address Address Line 2 Rd. #150  
Entity Address City Or Town Scottsdale  
Entity Address State Or Province AZ  
Entity Address Postal Zip Code 85251  
City Area Code 888  
Local Phone Number 974-6388  
Entity Interactive Data Current Yes  
v3.25.0.1
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)
Dec. 31, 2024
Sep. 30, 2024
Current Assets:    
Cash $ 121,347 $ 95,815
Marketable securities 1,260,000 1,260,000
Accounts receivable 303,792 300,708
Unbilled receivable 16,864,211 8,901,056
Investment tax credits 1,331,000 0
Inventory 517,000 517,000
Other current assets 4,582 4,583
Total Current Assets 20,401,932 11,079,162
Fixed assets, net 134,717 141,807
Intangible assets, net 1,640,430 1,603,430
Crypto currency tokens 2,700,000 2,700,000
Other assets 19,821,010 14,746,000
TOTAL ASSETS 44,698,089 30,270,399
Current Liabilities    
Accrued project costs 14,294,385 7,132,768
Credit cards payable 3,677 1,980
Other accrued expenses 69,019 102,426
Total Current Liabilities 14,367,081 7,237,174
Non-Current Liabilities    
Notes payable 142,413 136,944
Total Non-Current Liabilities 142,413 136,944
TOTAL LIABILITIES 14,509,494 7,374,118
Stockholders' Equity    
Preferred Stock, $0.0001 par value, 100,000,000 shares authorized, 2,000,000 and 2,000,000 shares issued and outstanding, respectively. 200 200
Common stock, $0.0001 par value, 500,000,000 shares authorized, 58,608,825 and 58,608,825 shares issued and outstanding respectively. 5,861 5,861
Additional paid-in capital 39,470,278 39,470,278
Accumulated deficit (2,631,517) (9,950,869)
Total Stockholders' Equity 36,844,822 29,525,470
Non-controlling interests (6,656,227) (6,629,189)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 44,698,089 $ 30,270,399
v3.25.0.1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares
Dec. 31, 2024
Sep. 30, 2024
CONDENSED CONSOLIDATED BALANCE SHEETS    
Preferred stock, par value $ 0.0001 $ 0.0001
Preferred stock, shares authorized 100,000,000 100,000,000
Preferred stock, shares issued 2,000,000 2,000,000
Preferred stock, shares outstanding 2,000,000 2,000,000
Common stock, par value $ 0.0001 $ 0.0001
Common stock, shares authorized 500,000,000 500,000,000
Common stock, shares issued 58,608,825 58,608,825
Common stock, shares outstanding 58,608,825 58,608,825
v3.25.0.1
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)
3 Months Ended
Dec. 31, 2024
Dec. 31, 2023
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)    
Revenues $ 14,793,455 $ 0
Costs of revenues 7,252,317 0
Gross margin 7,541,138 0
Operating Expenses    
Professional fees 0 295
Selling, general and administrative expenses 226,806 65
Total operating expenses 226,806 360
Net income (loss) from operations 7,314,332 (360)
Other income (expenses)    
Other income 5,020 0
Interest expense 0 (2,894)
Net income attributable to non-controlling interests (27,038) 0
Net income (loss) prior to income taxes 7,292,314 (3,254)
Income tax provision (benefit) 0 0
Net income (loss) $ 7,292,314 $ (3,254)
Basic and diluted income (loss) per share $ 0.12 $ (0.00)
Weighted average number of shares outstanding 58,608,825 55,308,825
v3.25.0.1
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS EQUITY (Unaudited) - USD ($)
Total
Additional Paid-In Capital
Subscription Receivable
Retained Deficit
NCI
Preferred Stock
Common Stock
Balance, shares at Sep. 30, 2023             55,308,825
Balance, amount at Sep. 30, 2023 $ (411,889) $ 9,765,828 $ (5,500) $ (10,177,748) $ 0 $ 0 $ 5,531
Net loss for the three months ended (unaudited) (3,254)     (3,254) 0 0  
Balance, shares at Dec. 31, 2023             55,308,825
Balance, amount at Dec. 31, 2023 (415,143) 9,765,828 (5,500) (10,181,002) 0 $ 0 $ 5,531
Balance, shares at Sep. 30, 2024           2,000,000 58,608,825
Balance, amount at Sep. 30, 2024 22,896,281 39,470,278 0 (9,950,869) (6,629,189) $ 200 $ 5,861
Net loss for the three months ended (unaudited) 7,292,314     7,319,352 (27,038)    
Balance, shares at Dec. 31, 2024           2,000,000 58,608,825
Balance, amount at Dec. 31, 2024 $ 30,188,595 $ 39,470,278 $ 0 $ (2,631,517) $ (6,656,227) $ 200 $ 5,861
v3.25.0.1
STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)
3 Months Ended
Dec. 31, 2024
Dec. 31, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:    
Net income (loss) $ 7,314,332 $ (3,254)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operations    
Depreciation 7,090 0
Non-controlling interest (27,038)  
Change in assets and liabilities    
Accounts receivable (3,084)  
Unbilled receivables (7,963,155)  
Investment tax credits (1,331,000)  
Inventory (3,000)  
Other assets (5,075,010)  
Accrued project costs 7,161,617  
Credit card payables 1,697  
Other accrued expenses (27,012) 2,894
Accounts payable and accruals   (135)
Net cash provided by (used in) operations 57,063 (495)
CASH FLOWS FROM INVESTING ACTIVITIES:    
Increase in intangible assets (37,000)  
Net cash (used in) investing activities (37,000) 0
CASH FLOWS FROM FINANCING ACTIVITIES:    
Proceeds from notes payable 5,469  
Net cash provided by financing activities 5,469 0
Net change in cash and cash equivalents 25,532 (495)
Cash and cash equivalents, beginning of period 95,815 588
Cash and cash equivalents, end of period 121,347 93
Supplemental cash flow information    
Cash paid for interest 0 0
Cash paid for taxes $ 0 $ 0
v3.25.0.1
ORGANIZATION AND NATURE OF BUSINESS
3 Months Ended
Dec. 31, 2024
ORGANIZATION AND NATURE OF BUSINESS  
ORGANIZATION AND NATURE OF BUSINESS

NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS

 

Freedom Holdings, Inc. (the “Company”) is a for profit corporation established under the corporation laws in the State of Maryland, United States of America on June 15, 2005.

 

Since inception and up until the September 17, 2024 merger with The Awareness Group (“TAG”), the Company has devoted substantially all its efforts to establishing a new business. The Company generated expenses and limited revenue from these efforts.

 

The Company’s activities are subject to significant risks and uncertainties including failure to generate sufficient cash flows from operating activities and the ability to secure additional funding if needed to properly execute the Company’s business plan.

 

The Company has adopted a September 30 fiscal year end.

v3.25.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
3 Months Ended
Dec. 31, 2024
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

 

 

 

Basis of presentation

 

The Company’s condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

 

Principles of Consolidation

 

The accompanying condensed consolidated financial statements include the accounts of the Company, which include the accounts for TAG and its majority owned subsidiaries including Candela Coin, Captain Manicorn and Standard Eco. Any non-controlling interests associated with these subsidiaries is separately disclosed in the financial statements.

 

All inter-company accounts and transactions have been eliminated in consolidation.

 

Use of estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Concentrations of Credit Risk

 

We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. We don’t believe we are exposed to any significant credit risk with cash.

 

Fair Value Measurements

 

Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is estimated by applying the following hierarchy, which prioritize the inputs used to measure fair value into three levels and bases the categorization with the hierarchy upon the lowest level of input that is available and significant to the fair value measurement.

 

The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).

 

The three levels of the fair value hierarchy under ASC 820, “Fair Value Measurement” are described below:

 

Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

Level 2 - Inputs, other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g. interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

 

Level 3 - Inputs that are both significant to the fair value measurement and unobservable.

 

The Company’s cash and cash equivalents and short-term investments are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices. The carrying amounts of accounts payable, advances payable and short-term loans approximate their fair value due to short term maturities.

 

Revenue Recognition

 

The Company has adopted Accounting Standards Codification (“ASC”) 606, “Revenue From Contracts With Customers”. Specifically, the Company recognizes revenue from the sale and installation of solar systems on a milestone basis. As these milestones are achieved the corresponding costs and revenue are recognized. To the extent that financing is provided, the Company recognizes interest over the term of the financing arrangement.

 

All other revenues are recognized as services are provided or rights of ownership have transferred.

 

Cost of Sales

 

Cost of sales is principally comprised of equipment and labor. These costs are recognized as they are incurred.

 

Cash and Cash Equivalents

 

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents at December 31, 2024, and September 30, 2024 were $121,347 and $95,815, respectively.

 

Inventories

 

Inventories consist of internally created crypto tokens that are held for sale. The tokens are adjusted to fair value based on current market prices.

 

Property, Plant & Equipment

 

Property, plant & equipment are recorded at cost. Expenditures for maintenance and repairs are charged to expense as incurred. Depreciation and amortization of property, plant and equipment are determined using the straight-line method over the estimated useful lives shown below.

 

Building and improvements

 

35 years

Equipment, furniture & fixtures

 

5 years

Vehicles

 

5 years

Software

 

3 years

Leasehold improvements

 

The lesser of the lease term or the estimated useful life

Depreciation expense for the three months ended December 31, 2024 was $7,090. There was no depreciation expense for the three months ended December 31, 2023.

 

Net income (loss) per common share

 

Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. There are no potentially dilutive shares of common stock.

 

Share-based expense

 

ASC 718, “Compensation – Stock Compensation”, prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the consolidated financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).

 

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, “Equity – Based Payments to Non-Employees”. Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.

 

There was no share-based expense for the three month periods ended December 31, 2024 and 2023.

 

Income Taxes

 

The Company accounts for income taxes in accordance with ASC 740, “Accounting for Income Taxes”, as clarified by ASC 740-10, “Accounting for Uncertainty in Income Taxes”. Under this method, deferred income taxes are determined based on the estimated future tax effects of differences between the financial statement and tax basis of assets and liabilities and net operating loss and tax credit carryforwards given the provisions of enacted tax laws. Deferred income tax provisions and benefits are based on changes to the assets or liabilities from year to year. In providing for deferred taxes, the Company considers tax regulations of the jurisdictions in which the Company operates, estimates of future taxable income, and available tax planning strategies. If tax regulations, operating results or the ability to implement tax-planning strategies vary, adjustments to the carrying value of deferred tax assets and liabilities may be required. Valuation allowances are recorded related to deferred tax assets based on the “more likely than not” criteria of ASC 740.

 

ASC 740-10 requires that the Company recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the “more-likely-than-not” threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company has applied for an extension of time to file with the Internal Revenue Service for its most recent tax filing.

The Company recognizes expenses for tax penalties and interest assessed by the Internal Revenue Service and other taxing authorities upon receiving valid notice of assessments. The Company has received no such notices as of December 31, 2024.

 

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences will become deductible. The Company considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. The Company has recorded a full valuation allowance against its net deferred tax assets because it is not currently able to conclude that it is more likely than not that these assets will be realized. The amount of deferred tax assets considered to be realizable could be increased in the near term if estimates of future taxable income during the carryforward period are increased.

 

As of December 31, 2024, the Company had unused net operating loss carry forwards of $258,000 available to reduce future federal taxable income. The Company’s ability to offset future taxable income, if any, with net operating loss tax carryforwards may be limited due to the non-filing of tax returns. Under the CARES act, net operating losses arising after 2017 can be carried forward indefinitely. Furthermore, changes in ownership may result in limitations under Internal Revenue Code Section 382.

 

Related Parties

 

The Company follows ASC 850, “Related Party Disclosures” for the identification of related parties and disclosure of related party transactions.

 

Recently issued accounting pronouncements

 

The Company has reviewed the FASB issued ASU accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and do not believe that any new or modified principles will have a material impact on the Company’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of the Company’s financial management.

 

Reclassifications

 

Certain prior period amounts have been reclassified for comparison with current periods.

v3.25.0.1
GOING CONCERN
3 Months Ended
Dec. 31, 2024
GOING CONCERN  
GOING CONCERN

NOTE 3 – GOING CONCERN

 

As reflected in the accompanying condensed consolidated financial statements, the Company only began generating revenue with the TAG transaction on September 17, 2024 and has an accumulated deficit of $2,631,517 at December 31, 2024. The Company generated consolidated net income after non-controlling interest of $7,292,314 for the three-month period ended December 31, 2024, but until the Company can demonstrate the ability to consistently generate net income and cash flows sufficient to support operating activities, substantial doubt about our ability to continue as a going concern will remain.

 

The financial statements have been prepared assuming that the Company will continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

v3.25.0.1
PROPERTY, PLANT EQUIPMENT
3 Months Ended
Dec. 31, 2024
PROPERTY, PLANT EQUIPMENT  
PROPERTY, PLANT & EQUIPMENT

NOTE 4 – PROPERTY, PLANT & EQUIPMENT

 

Property, plant & equipment consists of the following at December 31, 2024 and September 30, 2024, respectively:

 

 

 

December 31,

 

 

September 30,

 

 

 

2024

 

 

2024

 

Autos and vehicles

 

$87,204

 

 

$87,204

 

Equipment

 

 

54,603

 

 

 

54,603

 

Total

 

 

141,807

 

 

 

141,807

 

Less: accumulated depreciation

 

 

(7,090)

 

 

-

 

Total property, plant & equipment, net

 

$134,717

 

 

$141,807

 

v3.25.0.1
INTANGIBLE ASSETS
3 Months Ended
Dec. 31, 2024
INTANGIBLE ASSETS  
INTANGIBLE ASSETS

NOTE 5 – INTANGIBLE ASSETS

 

Intangible assets consist of the following at December 31, 2024 and September 30, 2024, respectively:

 

 

 

December 31,

 

 

September 30,

 

 

 

2024

 

 

2024

 

Customer lists and memberships

 

$606,430

 

 

$569,430

 

Exchange contracts

 

 

457,000

 

 

 

457,000

 

Websites and software

 

 

185,000

 

 

 

185,000

 

Media materials

 

 

392,000

 

 

 

392,000

 

Total intangible assets

 

$1,640,430

 

 

$1,603,430

 

v3.25.0.1
CRYPTO CURRENCY TOKENS
3 Months Ended
Dec. 31, 2024
CRYPTO CURRENCY TOKENS  
CRYPTO CURRENCY TOKENS

NOTE 6 – CRYPTO CURRENCY TOKENS

 

The Company’s crypto currency tokens consisted of the following at December 31, 2024 and September 30, 2024, respectively:

 

 

 

December 31,

 

 

September 30,

 

 

 

2024

 

 

2024

 

Candela tokens

 

$2,250,000

 

 

$2,250,000

 

CLA tokens

 

 

450,000

 

 

 

450,000

 

Total crypto currency tokens

 

$2,700,000

 

 

$2,700,000

 

v3.25.0.1
OTHER ASSETS
3 Months Ended
Dec. 31, 2024
OTHER ASSETS  
OTHER ASSETS

NOTE 7 – OTHER ASSETS

 

The Company’s other assets consisted of the following at December 31, 2024 and September 30, 2024, respectively:

 

 

 

December 31,

 

 

September 30,

 

 

 

2024

 

 

2024

 

Solar incentive program

 

$6,500,000

 

 

$6,500,000

 

Litigation settlement

 

 

6,410,000

 

 

 

6,410,000

 

Notes receivable

 

 

5,225,010

 

 

 

150,000

 

Media partnership

 

 

1,200,000

 

 

 

1,200,000

 

Promoter and producer contracts

 

 

485,000

 

 

 

485,000

 

Security deposit

 

 

1,000

 

 

 

1,000

 

Total other assets

 

$19,821,010

 

 

$14,746,000

 

v3.25.0.1
NOTES PAYABLE
3 Months Ended
Dec. 31, 2024
NOTES PAYABLE  
NOTE PAYABLE

NOTE 8 – NOTES PAYABLE

 

On December 30, 2013, the Company received a $56,978 Demand Instalment Loan from Bruce Miller, a personal acquaintance of our former CEO. The loan incurs interest at 12% per annum. On August 7th, 2017, the Company obtained an additional unsecured, nonrecourse and open-ended loan of $50,000 from Mr. Miller. The loan incurs interest at 15% per annum. The loans require monthly repayment of principal and interest of $750.00 each, however the Company has not remained current on all required payments.

 

Mr. Brian Kistler, a former related party of the Company, has also made loans to the Company under similar terms, to fund operating activities.

 

The following sets forth the outstanding principal and accrued interest at December 31, 2024 and September 30, 2024, respectively:

 

 

 

December 31,

 

 

September 30,

 

 

 

2024

 

 

2024

 

Note payable – Bruce Miller

 

$86,289

 

 

$86,289

 

Note payable – New Opportunity Business Solutions (Brian Kistler)

 

 

36,074

 

 

 

36,074

 

Other

 

 

20,050

 

 

 

14,581

 

Total note payable and accrued interest

 

$142,413

 

 

$136,944

 

v3.25.0.1
ACCRUED EXPENSES
3 Months Ended
Dec. 31, 2024
ACCRUED EXPENSES  
ACCRUED EXPENSES

NOTE 9 – ACCRUED EXPENSES

 

Accrued expenses totaled $69,020 and $82,470 at December 31, 2024 and September 30, 2024, respectively.

v3.25.0.1
EQUITY
3 Months Ended
Dec. 31, 2024
EQUITY  
EQUITY

NOTE 10 – EQUITY

 

Preferred Stock

 

The preferred shares outstanding on December 31, 2024 and September 30, 2024, were 2,000,000 and 2,000,000, respectively.

 

Common Stock

 

Total common shares outstanding at December 31, 2024 and September 30, 2024 were 58,608,825 and 58,608,825, respectively.

v3.25.0.1
SUBSEQUENT EVENTS
3 Months Ended
Dec. 31, 2024
SUBSEQUENT EVENTS  
SUBSEQUENT EVENTS

NOTE 11 - SUBSEQUENT EVENTS

 

Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855, from the balance sheet date through the date the financial statements were available to be issued and has determined that there are no material subsequent events that require disclosure in these financial statements other than the following transaction.

 

On January 25, 2025, the Company acquired a 51% majority ownership in Renewable Energy Products Manufacturing Corp. (REPM), a leading provider of innovative commercial solar energy solutions. This strategic move is expected to integrate seamlessly into the TAG GRID and significantly enhance the Company's renewable energy capabilities, reinforcing the Company's commitment to sustainable energy development.

 

Like other acquisitions TAG has made, TAG will provide support and leadership in growing the REPM business in exchange for the 51% ownership interest. No cash or other consideration was paid by TAG. At the completion of the defined integration period, TAG will have the option to purchase the remaining 49% ownership interest in REPM for a multiple of EBITDA generated during the integration period.

v3.25.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
3 Months Ended
Dec. 31, 2024
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  
Basis of Presentation

The Company’s condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of the Company, which include the accounts for TAG and its majority owned subsidiaries including Candela Coin, Captain Manicorn and Standard Eco. Any non-controlling interests associated with these subsidiaries is separately disclosed in the financial statements.

 

All inter-company accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Concentrations of Credit Risk

We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. We don’t believe we are exposed to any significant credit risk with cash.

Fair Value Measurements

Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is estimated by applying the following hierarchy, which prioritize the inputs used to measure fair value into three levels and bases the categorization with the hierarchy upon the lowest level of input that is available and significant to the fair value measurement.

 

The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).

 

The three levels of the fair value hierarchy under ASC 820, “Fair Value Measurement” are described below:

 

Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

Level 2 - Inputs, other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g. interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

 

Level 3 - Inputs that are both significant to the fair value measurement and unobservable.

 

The Company’s cash and cash equivalents and short-term investments are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices. The carrying amounts of accounts payable, advances payable and short-term loans approximate their fair value due to short term maturities.

Revenue Recognition

The Company has adopted Accounting Standards Codification (“ASC”) 606, “Revenue From Contracts With Customers”. Specifically, the Company recognizes revenue from the sale and installation of solar systems on a milestone basis. As these milestones are achieved the corresponding costs and revenue are recognized. To the extent that financing is provided, the Company recognizes interest over the term of the financing arrangement.

 

All other revenues are recognized as services are provided or rights of ownership have transferred.

Cost of Sales

Cost of sales is principally comprised of equipment and labor. These costs are recognized as they are incurred.

Cash and Cash Equivalents

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents at December 31, 2024, and September 30, 2024 were $121,347 and $95,815, respectively.

Inventories

Inventories consist of internally created crypto tokens that are held for sale. The tokens are adjusted to fair value based on current market prices.

Property, Plant & Equipment

Property, plant & equipment are recorded at cost. Expenditures for maintenance and repairs are charged to expense as incurred. Depreciation and amortization of property, plant and equipment are determined using the straight-line method over the estimated useful lives shown below.

 

Building and improvements

 

35 years

Equipment, furniture & fixtures

 

5 years

Vehicles

 

5 years

Software

 

3 years

Leasehold improvements

 

The lesser of the lease term or the estimated useful life

Depreciation expense for the three months ended December 31, 2024 was $7,090. There was no depreciation expense for the three months ended December 31, 2023.

Net Income (Loss) Per Common Share

Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. There are no potentially dilutive shares of common stock.

Share-based Expense

ASC 718, “Compensation – Stock Compensation”, prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the consolidated financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).

 

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, “Equity – Based Payments to Non-Employees”. Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.

 

There was no share-based expense for the three month periods ended December 31, 2024 and 2023.

Income Taxes

The Company accounts for income taxes in accordance with ASC 740, “Accounting for Income Taxes”, as clarified by ASC 740-10, “Accounting for Uncertainty in Income Taxes”. Under this method, deferred income taxes are determined based on the estimated future tax effects of differences between the financial statement and tax basis of assets and liabilities and net operating loss and tax credit carryforwards given the provisions of enacted tax laws. Deferred income tax provisions and benefits are based on changes to the assets or liabilities from year to year. In providing for deferred taxes, the Company considers tax regulations of the jurisdictions in which the Company operates, estimates of future taxable income, and available tax planning strategies. If tax regulations, operating results or the ability to implement tax-planning strategies vary, adjustments to the carrying value of deferred tax assets and liabilities may be required. Valuation allowances are recorded related to deferred tax assets based on the “more likely than not” criteria of ASC 740.

 

ASC 740-10 requires that the Company recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the “more-likely-than-not” threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company has applied for an extension of time to file with the Internal Revenue Service for its most recent tax filing.

The Company recognizes expenses for tax penalties and interest assessed by the Internal Revenue Service and other taxing authorities upon receiving valid notice of assessments. The Company has received no such notices as of December 31, 2024.

 

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences will become deductible. The Company considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. The Company has recorded a full valuation allowance against its net deferred tax assets because it is not currently able to conclude that it is more likely than not that these assets will be realized. The amount of deferred tax assets considered to be realizable could be increased in the near term if estimates of future taxable income during the carryforward period are increased.

 

As of December 31, 2024, the Company had unused net operating loss carry forwards of $258,000 available to reduce future federal taxable income. The Company’s ability to offset future taxable income, if any, with net operating loss tax carryforwards may be limited due to the non-filing of tax returns. Under the CARES act, net operating losses arising after 2017 can be carried forward indefinitely. Furthermore, changes in ownership may result in limitations under Internal Revenue Code Section 382.

Related Parties

The Company follows ASC 850, “Related Party Disclosures” for the identification of related parties and disclosure of related party transactions.

Recently Issued Accounting Pronouncements

The Company has reviewed the FASB issued ASU accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and do not believe that any new or modified principles will have a material impact on the Company’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of the Company’s financial management.

Reclassifications

Certain prior period amounts have been reclassified for comparison with current periods.

v3.25.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
3 Months Ended
Dec. 31, 2024
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  
Schedule of Property, Plant & Equipment Estimated Useful Lives

Building and improvements

 

35 years

Equipment, furniture & fixtures

 

5 years

Vehicles

 

5 years

Software

 

3 years

Leasehold improvements

 

The lesser of the lease term or the estimated useful life

v3.25.0.1
PROPERTY, PLANT EQUIPMENT (Tables)
3 Months Ended
Dec. 31, 2024
PROPERTY, PLANT EQUIPMENT  
Schedule of property plant and equipment

 

 

December 31,

 

 

September 30,

 

 

 

2024

 

 

2024

 

Autos and vehicles

 

$87,204

 

 

$87,204

 

Equipment

 

 

54,603

 

 

 

54,603

 

Total

 

 

141,807

 

 

 

141,807

 

Less: accumulated depreciation

 

 

(7,090)

 

 

-

 

Total property, plant & equipment, net

 

$134,717

 

 

$141,807

 

v3.25.0.1
INTANGIBLE ASSETS (Tables)
3 Months Ended
Dec. 31, 2024
INTANGIBLE ASSETS  
Schedule of Intangible assets

 

 

December 31,

 

 

September 30,

 

 

 

2024

 

 

2024

 

Customer lists and memberships

 

$606,430

 

 

$569,430

 

Exchange contracts

 

 

457,000

 

 

 

457,000

 

Websites and software

 

 

185,000

 

 

 

185,000

 

Media materials

 

 

392,000

 

 

 

392,000

 

Total intangible assets

 

$1,640,430

 

 

$1,603,430

 

v3.25.0.1
CRYPTO CURRENCY TOKENS (Tables)
3 Months Ended
Dec. 31, 2024
CRYPTO CURRENCY TOKENS  
Schedule of crypto currency tokens acquired

 

 

December 31,

 

 

September 30,

 

 

 

2024

 

 

2024

 

Candela tokens

 

$2,250,000

 

 

$2,250,000

 

CLA tokens

 

 

450,000

 

 

 

450,000

 

Total crypto currency tokens

 

$2,700,000

 

 

$2,700,000

 

v3.25.0.1
OTHER ASSETS (Tables)
3 Months Ended
Dec. 31, 2024
OTHER ASSETS  
Schedule of other assets

 

 

December 31,

 

 

September 30,

 

 

 

2024

 

 

2024

 

Solar incentive program

 

$6,500,000

 

 

$6,500,000

 

Litigation settlement

 

 

6,410,000

 

 

 

6,410,000

 

Notes receivable

 

 

5,225,010

 

 

 

150,000

 

Media partnership

 

 

1,200,000

 

 

 

1,200,000

 

Promoter and producer contracts

 

 

485,000

 

 

 

485,000

 

Security deposit

 

 

1,000

 

 

 

1,000

 

Total other assets

 

$19,821,010

 

 

$14,746,000

 

v3.25.0.1
NOTES PAYABLE (Tables)
3 Months Ended
Dec. 31, 2024
NOTES PAYABLE  
Schedule of Note Payable and Accrued Interest

 

 

December 31,

 

 

September 30,

 

 

 

2024

 

 

2024

 

Note payable – Bruce Miller

 

$86,289

 

 

$86,289

 

Note payable – New Opportunity Business Solutions (Brian Kistler)

 

 

36,074

 

 

 

36,074

 

Other

 

 

20,050

 

 

 

14,581

 

Total note payable and accrued interest

 

$142,413

 

 

$136,944

 

v3.25.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)
3 Months Ended
Dec. 31, 2024
Vehicles [Member]  
Estimated useful lives 5 years
Building and Improvements  
Estimated useful lives 35 years
Leasehold Improvements  
Estimated useful lives The lesser of the lease term or the estimated useful life
Equipment, Furniture and Fixtures  
Estimated useful lives 5 years
Software  
Estimated useful lives 3 years
v3.25.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)
3 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Sep. 30, 2024
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES      
Share-based expense $ 0 $ 0  
Net operating loss carry forwards 258,000    
Depreciation expense 7,090 $ 0  
Cash and cash equivalents $ 121,347   $ 95,815
v3.25.0.1
GOING CONCERN (Details Narrative) - USD ($)
3 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Sep. 30, 2024
GOING CONCERN      
Accumulated deficit $ (2,631,517)   $ (9,950,869)
Net income (loss) $ 7,292,314 $ (3,254)  
v3.25.0.1
PROPERTY, PLANT EQUIPMENT (Details) - USD ($)
Dec. 31, 2024
Sep. 30, 2024
Property, plant & equipment, Gross $ 141,807 $ 141,807
Less: accumulated depreciation (7,090) 0
Total property, plant & equipment, net 134,717 141,807
Autos and Vehicles    
Property, plant & equipment, Gross 87,204 87,204
Equipment    
Property, plant & equipment, Gross $ 54,603 $ 54,603
v3.25.0.1
INTANGIBLE ASSETS (Details) - USD ($)
Dec. 31, 2024
Sep. 30, 2024
Total intangible assets $ 1,640,430 $ 1,603,430
Customer Lists and Memberships    
Total intangible assets 606,430 569,430
Exchange Contracts    
Total intangible assets 457,000 457,000
Websites and Software    
Total intangible assets 185,000 185,000
Media Materials    
Total intangible assets $ 392,000 $ 392,000
v3.25.0.1
CRYPTO CURRENCY TOKENS (Details) - USD ($)
Dec. 31, 2024
Sep. 30, 2024
Crypto currency tokens $ 2,700,000 $ 2,700,000
Candela Tokens    
Crypto currency tokens 2,250,000 2,250,000
CLA Tokens    
Crypto currency tokens $ 450,000 $ 450,000
v3.25.0.1
OTHER ASSETS (Details) - USD ($)
Dec. 31, 2024
Sep. 30, 2024
Total other assets $ 19,821,010 $ 14,746,000
Solar Incentive Program    
Total other assets 6,500,000 6,500,000
Litigation Settlement    
Total other assets 6,410,000 6,410,000
Promoter and Producer Contracts    
Total other assets 485,000 485,000
Media Partnership    
Total other assets 1,200,000 1,200,000
Note Receivable    
Total other assets 5,225,010 150,000
Security Deposit    
Total other assets $ 1,000 $ 1,000
v3.25.0.1
NOTES PAYABLE (Details) - USD ($)
Dec. 31, 2024
Sep. 30, 2024
Total note payable and accrued interest $ 142,413 $ 136,944
New Opportunity Business Solutions (Brian Kistler)    
Total note payable and accrued interest 36,074 36,074
Bruce Miller    
Total note payable and accrued interest 86,289 86,289
Other    
Total note payable and accrued interest $ 20,050 $ 14,581
v3.25.0.1
NOTES PAYABLE (Details Narrative) - USD ($)
3 Months Ended
Dec. 31, 2024
Aug. 07, 2017
Dec. 30, 2013
Unsecured loan payable   $ 50,000  
Interest rate   15.00%  
Debt instrument, Periodic payment $ 750    
Bruce Miller      
Interest rate     12.00%
Demand Installment Loan     $ 56,978
v3.25.0.1
ACCRUED EXPENSES (Details Narrative) - USD ($)
Dec. 31, 2024
Sep. 30, 2024
ACCRUED EXPENSES    
Accrued expenses $ 69,020 $ 82,470
v3.25.0.1
EQUITY (Details Narrative) - shares
Dec. 31, 2024
Sep. 30, 2024
EQUITY    
Preferred stock, shares outstanding 2,000,000 2,000,000
Common stock, shares outstanding 58,608,825 58,608,825
v3.25.0.1
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Events [Member]
1 Months Ended
Jan. 25, 2025
Renewable Energy Products Manufacturing Corp. [Member]  
Percentage of ownership interest acquired 51.00%
Tag [Member]  
Contingent Consideration for Business Combination 49.00%
Percentage of ownership interest acquired 51.00%

Freedom (PK) (USOTC:FHLD)
Historical Stock Chart
From Mar 2025 to Apr 2025 Click Here for more Freedom (PK) Charts.
Freedom (PK) (USOTC:FHLD)
Historical Stock Chart
From Apr 2024 to Apr 2025 Click Here for more Freedom (PK) Charts.