TAAG 10-K & 10-Q changes, risk factors and insider trading

Our business has been difficult to evaluate because until our reverse merger transaction with TAG, we have had limited operating business and there has been uncertainty around what activities or businesses we will enter.

As we have had a limited operating history and revenue and only minimal assets. Until the TAG transaction is fully implemented, appropriate funding and cash flow solutions are in place and the business model is fully up and running as designed, there is a risk that we will be unable to continue as a going concern.

We have limited assets or financial resources.

Until the TAG transaction is fully implemented, appropriate funding and cash flow solutions are in place and the business model is fully up and running, we will likely sustain operating expenses without adequate corresponding revenues, at least until the consummation of a business combination. This may result in our incurring a net operating loss that will increase continuously until the TAG model is profitable.

Our auditor has been charged with violations by the Securities and Exchange Commission.

The time and cost of preparing a private company to become a public reporting company may preclude us from entering into a merger or acquisition with the most attractive private companies.

Target companies that fail to comply with SEC reporting requirement may delay or preclude acquisition. Sections 13 and 15(d) of the Exchange Act require reporting companies to provide certain information about significant acquisitions, including certified financial statements for the company acquired, covering one, two, or three years, depending on the relative size of the acquisition. The time and additional costs that may be incurred by some target entities to prepare these statements may significantly delay or essentially preclude consummation of an acquisition. Otherwise, suitable acquisition prospects that do not have or are unable to obtain the required audited statements may be inappropriate for acquisition so long as the reporting requirements of the Exchange Act are applicable.

We may be subject to further government regulation which would adversely affect our operations.

Although we will be subject to the reporting requirements under the Exchange Act, management believes we will not be subject to regulation under the Investment Company Act of 1940, as amended (the “Investment Company Act”), since we will not be engaged in the business of investing or trading in securities. If we engage in business combinations which result in our holding passive investment interests in a number of entities, we could be subject to regulation under the Investment Company Act. If so, we would be required to register as an investment company and could be expected to incur significant registration and compliance costs. We have obtained no formal determination from the SEC as to our status under the Investment Company Act and, consequently, violation of the Investment Company Act could subject us to material adverse consequences.

There is currently a limited and sporadic trading market for our common stock, and liquidity of shares of our common stock is limited.

Our shares of common stock is quoted on the Over-the-Counter market for our common stock. Further, no increased public trading market is expected to develop in the foreseeable future unless and until the Company files a registration statement under the Securities Act of 1933, as amended (the “Securities Act”). Therefore, outstanding shares of our common stock cannot be offered, sold, pledged or otherwise transferred unless subsequently registered pursuant to, or exempt from registration under, the Securities Act and any other applicable federal or state securities laws or regulations.

Compliance with the criteria for securing exemptions under federal securities laws and the securities laws of the various states is extremely complex, especially in respect of those exemptions affording flexibility and the elimination of trading restrictions in respect of securities received in exempt transactions and subsequently disposed of without registration under the Securities Act or state securities laws.

There are issues impacting liquidity of our securities with respect to the fact that we will need to file a resale registration statement to create liquidity in our common stock.

Since our shares of common stock issued prior to a business combination or reverse merger cannot currently, nor will they for a considerable period of time, be available to be offered, sold, pledged or otherwise transferred without being registered pursuant to the Securities Act, we will likely file a resale registration statement on Form S-1, or some other available form, to register for resale such shares of common stock. We cannot control this future registration process in all respects as some matters are outside our control. Even if we are successful in causing the effectiveness of the resale registration statement, there can be no assurances that the occurrence of subsequent events may not preclude our ability to maintain the effectiveness of the registration statement. There may be resale restrictions imposed by rule 144(i) for one year following the company no longer being considered a shell company. Any of the foregoing items could have adverse effects on the liquidity of our shares of common stock.

There are issues impacting liquidity of our securities with respect to the fact that it carries this warning on OTC Markets

Warning! This security is eligible for Unsolicited Quotes Only

This stock is not eligible for proprietary broker-dealer quotations. All quotes in this stock reflect unsolicited customer orders. Unsolicited-Only stocks have a higher risk of wider spreads, increased volatility, and price dislocations. Investors may have difficulty selling this stock. An initial review by a broker-dealer under SEC Rule15c2-11 is required for brokers to publish competing quotes and provide continuous market making.

We have never paid dividends on our common stock and if we do not pay dividends in the future then our shareholders can only benefit from their shares by selling such stock either in the public marketplace or in a private transaction.

We have never paid dividends on our common stock and do not presently intend to pay any dividends in the foreseeable future. We anticipate that any funds available for payment of dividends will be re-invested into us to further our business strategy.

We may be subject to certain tax consequences in our business, which may increase the cost of doing business.

We may not be able to structure our acquisition to result in tax-free treatment for the companies or their stockholders, which could deter third parties from entering certain business combinations with us or result in being taxed on consideration received in a transaction. Currently, a transaction may be structured to result in tax-free treatment to both companies, as prescribed by various federal and state tax provisions. We intend to structure any business combination so as to minimize the federal and state tax consequences to both us and the target entity; however, we cannot guarantee that the business combination will meet the statutory requirements of a tax-free reorganization or that the parties will obtain the intended tax-free treatment upon a transfer of stock or assets. A non-qualifying reorganization could result in the imposition of both federal and state taxes that may have an adverse effect on both parties to the transaction.

Our business will have no meaningful increase of revenue until the TAG transaction has been fully integrated and the operating model is successfully up and running. Even then, there is no certainty the model will be successful and generate revenues and cash flow sufficient to fund operations.

We are a development stage company and have had limited revenue from operations. We may not realize any revenue increases unless and until the TAG business model is fully and successfully implemented.

We may issue additional shares for mergers or acquisitions, which may result in substantial dilution.

Our Certificate of Incorporation authorizes the issuance of a maximum of 500,000,000 shares of common stock and a maximum of 100,000,000 shares of preferred stock. Any merger or acquisition affected by us may result in the issuance of additional securities without stockholder approval and may result in substantial dilution in the percentage of our common stock held by our then existing stockholders. Moreover, the common stock issued in any such merger or acquisition transaction may be valued on an arbitrary or non-arm’s-length basis by our management, resulting in an additional reduction in the percentage of common stock held by our then existing stockholders. Our Board of Directors has the power to issue any or all of such authorized but unissued shares without stockholder approval. To the extent that additional shares of common stock or preferred stock are issued in connection with a business combination or otherwise, dilution to the interested of our stockholders will occur and the rights of the holders of common stock might be materially adversely affected.

Our principal stockholders may engage in a transaction to cause us to repurchase their shares of common stock.

To provide an interest in us to a third party, our stockholders may choose to cause us to sell our securities to one or more third parties, with the proceeds of such sale(s) being utilized by us to repurchase shares common stock held by them. As a result of such transaction(s), our management, principal stockholder(s) and Board of Directors may change.

Our business focus has changed five times since inception in 2005.

Since inception the Company was formed to serve the mortgage industry, however as a result of the failure of the mortgage industry the Company focus was amended to focus on the energy markets which was not successful. The Company then focused on marketing an asphalt shingle recycling technology which ultimately was also unsuccessful. Since 2017, the Company has been solely focused on the business consulting of our former CEO.

With the TAG transaction, we are re-entering the energy market, and we have a new CEO. There can be no guarantee this change in focus and leadership will be successful.

Our shares may be subject to the “penny stock” rules, which might subject you to restrictions on marketability and may not be able to sell your shares.

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:

FREEDOM HOLDINGS, INC A/K/A Freedom Acquisition Corp. (“we”, “us”, “our”, the “Company” or the “Registrant”) was incorporated in the State of Maryland on June 16, 2005. Since its inception, the Company has been engaged in the following sectors. The Company was formed to participate in the mortgage industry however was forced to cease mortgage operations during the 2008 housing crisis at which time the Company acquired small oil and gas leases in SE Kansas. In 2012 the company sold the leases and began an unsuccessful effort to develop technology to recycle asphalt shingles. In 2015 (based upon the efforts and experience of our CEO) began consulting other small private and public companies assisting in the process of going public and introduction of legal and auditing firm. On January 18, 2023 the Company entered into a Definitive Agreement with MedCann Industries, Inc. (“MedCann”) whereby (i) MedCann acquired a majority equity position in the Company in exchange for $50,000 consideration, and (ii) John Vivian was appointed as CEO of the Company. The Company and MedCann closed the Definitive Agreement on February 3, 2023.

In June 2024, it was decided to cease all operations and activities associated with the MedCann.

On September 17, 2024, the Company closed a reverse merger transaction with The Awareness Group LLC (TAG), founder of the TAG GRID and an emerging player in the alternative energy space, whereby TAG became a wholly owned and operating subsidiary of Freedom Holdings, Inc.

Under terms of the agreement, the following occurred:

We qualify as an emerging growth company as that term is used in the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other burdens that are otherwise applicable generally to public companies. These provisions include:

We have already taken advantage of these reduced reporting burdens in this registration statement, which are also available to us as a smaller reporting company as defined under Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”) for complying with new or revised accounting standards. We are choosing to utilize the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the JOBS Act. This election is irrevocable and allows our Company to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.

We could remain an emerging growth company for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our annual gross revenues exceed $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.

We are driving innovation in the alternative energy revolution. TAG is raising the bar with the TAG GRID, a groundbreaking national platform offering a unique suite of solar services and financing solutions for both commercial and residential projects. We plan to take care of every stage of the project, from concept to installation. This ensures a seamless experience for TAG GRID members and their customers, resulting in higher satisfaction for service providers and end users alike.

Our growth is fueled by TAG Financial, which operates through two key divisions. TAG Financial Services (TFS) supports TAG GRID members by managing the front-end processes—partnering with sales organizations and EPCs while providing exclusive access to TAG and third-party lending products and innovative fintech solutions. Meanwhile, TAG Capital, our in-house fund management arm, takes it a step further by directly funding proprietary lending products and maximizing the value of our loan portfolios and investment tax credits (ITCs). While organic growth is at the core of our strategy, we’re also expanding through a proven acquisition strategy, bringing forward-thinking companies under the TAG umbrella. This approach adds new offerings, drives incremental revenue and strengthens TAG’s position as the trusted guarantor for all TAG GRID projects. Together, these efforts are propelling TAG to new heights, delivering unparalleled value to our customers, employees, partners, and investors.

Given the TAG acquisition which took place on September 15, 2024, the Company plans to fully integrate and develop the TAG GRID and grow the business through expanding its residential and commercial customer base and exploring additional acquisition opportunities to do the same.

We have a limited history as a public company. We currently file with the SEC annual and quarterly information and other reports that are specified in the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and SEC regulations. Thus, we will need to ensure that we will have the ability to prepare, on a timely basis, financial statements that comply with SEC reporting requirements following the effectiveness of this registration statement. We will also become subject to other reporting and corporate governance requirements, including the listing standards of any securities exchange upon which we may list our Common Stock, and the provisions of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), and the regulations promulgated thereunder, which impose significant compliance obligations upon us. As a public company, we will be required, among other things, to:

The adequacy of our internal control over financial reporting must be assessed by management for each year commencing with the year ended September 30, 2023. Our internal control over financial reporting will be required to meet the standards required by Section 404 of the Sarbanes-Oxley Act. We will incur additional costs in order to improve our internal control over financial reporting and comply with Section 404, including increased auditing and legal fees and costs associated with hiring additional accounting and administrative staff. Ultimately, our efforts may not be adequate to comply with the requirements of Section 404. If we are unable to implement and maintain adequate internal control over financial reporting or otherwise to comply with Section 404, we may be unable to report financial information on a timely basis, may suffer adverse regulatory consequences, may have violations of the applicable national securities exchange listing rules and may breach covenants under our credit facilities.

The significant obligations related to being a public company will continue to require a significant commitment of additional resources and management oversight that will increase our costs and might place a strain on our systems and resources. As a result, our management’s attention might be diverted from other business concerns. In addition, we might not be successful in implementing and maintaining controls and procedures that comply with these requirements. If we fail to maintain an effective internal control environment or to comply with the numerous legal and regulatory requirements imposed on public companies, we could make material errors in, and be required to restate, our financial statements. Any such restatement could result in a loss of public confidence in the reliability of our financial statements and sanctions imposed on us by the SEC.

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 consolidated financial statements. The Company’s accounting policies are more fully described in Note 3 to the Notes to the Consolidated Financial Statements.

Results of Operations for years ended September 30, 2024, and 2023

Total Revenue. The Company had revenues of $1,272,800 for the year ended September 30, 2024. The Company had no revenues for the year ended September 30, 2023.

Cost of Goods Sold. The Company had total costs of goods sold of $1,005,341 for the year ended September 30, 2024. There were no costs of goods sold for the year ended September 30, 2023.

Total Operating Expenses. The Company had operating expenses for the years ended September 30, 2024, and September 30, 2023 of $310,096 and $395,456, respectively.

Financial Condition.

Total Assets. The Company had total assets at September 30, 2024 and September 30, 2023 of $30,270,399 and $588, respectively. Total assets increased due to the TAG merger transaction on September 15, 2024.

Total Liabilities. The Company had total liabilities at September 30, 2024 and September 30, 2023 of $7,354,162 and $412,477, respectively. Total liabilities consisted of accounts payable and other current liabilities of $7,217,218 and $286,127 and other long-term debt of $136,944 and $126,350, at September 30, 2024 and September 30, 2023, respectively. The increase in total liabilities is due to the TAG merger transaction on September 17, 2024.

The accompanying consolidated 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 sustained a loss of $20,426 and $399,918 for the years ended September 30, 2024 and September 30, 2023, respectively. The Company has accumulated losses totaling $9,950,869 and $10,177,748 at September 30, 2024 and September 30, 2023, respectively. Unless the merger with the Awareness Group enables the Company to generate increased positive cash flows from operations, it will require additional funding to continue those operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

We are presently able to meet our obligations as they come due. At September 30, 2024 we had a working capital surplus of $3.9 million. The working capital surplus is directly related to the TAG transaction that took place on September 17, 2024 and the assets and liabilities that were acquired.

Net cash provided by operating activities for the year ended September 30, 2024 totaled $99,214 versus a use of cash of $51,706 for the year ended September 30, 2023. Net cash provided by or used in operating activities includes our net operating results, stock-based compensation, accounts payable and accrued expenses and accrued interest.

Net cash used in financing activities for the year ended September 30, 2024 totaled $3,987 versus cash provided by financing activities of $52,117 for the year ended September 30, 2023. Net cash used in or provided by financing activities includes net payments made on notes payable of $3,987 for the year-ended September 30, 2024 and net proceeds of $2,617 for the year ended September 30, 2023. Additionally, for the year-ended September 30, 2023, the Company had cash proceeds of $49,500 associated with transactions in its common stock.

Our future liquidity requirements will be dependent upon our operating results, payment of our current obligations and any 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. 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. We cannot guarantee we will be successful in generating sufficient operating cash flow or identifying additional funding on favorable terms, if at all. If adequate funds are not available, then we may not be able to expand our operations. See “Note 3 – Going Concern” in our consolidated financial statements for additional information as to the possibility that we may not be able to continue as a “going concern.”

Liquidity and capital resources. At March 31, 2026 the Company held $512,626 in cash, compared with $89,914 at September 30, 2025. The Company reports a net stockholders' deficit and a working-capital deficit (Note 3).